equity-structure

As at December 31, 2019

Total Class A shares and other instruments outstanding Total Class A shares and equivalents held by AT&T
Class A Common Shares 253,607,026 162,334,771
Convertible Instruments (as converted basis):

Series A Convertible Preferred Share1 11,211,449 11,211,449
Series B Convertible Redeemable Preferred Shares2 111,136,877 111,136,877
Stock-based Compensation 4,845,645 -
Diluted Class A Common Shares 380,800,997 284,683,097
AT&T interest in CME
75%

 



As at February 4, 2020
Shares of Class A Common Stock Series A Convertible Preferred Share 1 Series B Convertible Redeemable Preferred Shares 2 Ownership % of Shares of Class A Common Stock
Shares outstanding, excluding AT&T 91,272,255 - - 36.0%
AT&T 162,334,771 3 1 200,000 64.0%
Total 253,607,026 1 200,000 100.0%

The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.

The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.

The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.


2 As converted number of shares based on the accreted value of 200,000 shares issued and outstanding at December 31, 2019 and the value is not subject to further accretion. Holders of the Series B Preferred Shares have no voting rights on any matter presented to holders of any class of our capital stock, with the exception that they may vote with holders of shares of our Class A common stock (i) with respect to a change of control event or (ii) as provided by our Bye-laws or applicable Bermuda law. Each Series B Preferred Share may, at the AT&T's Time Warner Media Holdings ("TW Investor") option, be converted into the number of shares of our Class A common stock determined by dividing (i) the accreted stated value plus accrued but unpaid dividends, if any, in each case as of the conversion date, by (ii) the conversion price, which was approximately US$ 2.42 at December 31, 2019, but is subject to adjustment from time to time pursuant to customary weighted-average antidilution provisions with respect to our issuances of equity or equity-linked securities at a price below the then-applicable conversion price (excluding any securities issued under our benefit plans at or above fair market value). We have the right to redeem the Series B Preferred Shares in whole or in part upon 30 days' written notice.

3 In connection with its exercise of warrants to acquire 100,926,996 shares of Class A common stock (the “Warrant Shares”) on April 25, 2018, AT&T's Warner Media and TW Investor each issued standing proxies, pursuant to which they granted the independent directors of the Company the right to vote the Warrant Shares in all matters at general meetings of the Company other than a change of control. In accordance with the standing proxies, such Warrant Shares will be voted in proportion to votes cast at a general meeting of the Company, excluding such Warrant Shares. Warner Media and TW Investor have undertaken to maintain this proxy arrangement in effect until April 2020 and may extend it for an additional year at their option. In addition to the Warrant Shares subject to the standing proxies, Warner Media owns 61,407,775 shares of Class A common stock and one share of the Series A Preferred Stock, which is entitled to one vote for each of the 11,211,449 shares of Class A common stock underlying it. The Series B Convertible Redeemable Preferred Shares are non-voting, except in certain circumstances.


 

 

The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.
The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.