"The Warrant Exchange Offer would close prior to the record date for PSTH’s distribution of UMG shares such that warrantholders who participate in the exchange offer and continue to hold their PSTH shares will receive UMG Shares in the Distribution."

So if you do the cashless redemption of existing outstanding warrants, you'll get PSTH shares in time to be entitled to both UMG and Remainco. PSTH is a year old and the 48 mo/$22 cell in the redemption table in the S1 is 0.2433. At $22/share, that makes a warrant worth $5.35.

Also

"One SPAR will be distributed for each share of PSTH Class A common stock outstanding on the record date shortly following the completion of the Redemption Tender Offer and Warrant Exchange Offer."

and

"PSTH will distribute Distributable Tontine Redeemable Warrants to remaining shareholders after completion of the Redemption Tender Offer and Warrant Exchange Offer. PSTH will make that distribution to shareholders of record after completion of the Redemption Tender Offer, but before completion of the Warrant Exchange Offer. This means that shares that are redeemed in the Redemption Tender Offer or that are issued in the Warrant Exchange Offer will not receive the Distributable Tontine Redeemable Warrants."

So ordering is:

1. Share Redemption Tender Offer ($20 refund) 2. Tontine Record Date 3. Outstanding Warrant Redemption 4. Distribution of Tontine Warrants 5. Distribution of UMG shares??? 6. Distribution of SPARs???

I have ??? on #5 and #6 because it states clearly that they happen after #3 (I led off with the proof of that above), but I haven't found clarity on whether they happen after #4. If so, it is conceivable you'd get the tontine warrants in time to exercise them for shares and then get more UMG, more Remainco, and more SPARs.

If 5/6 really do happen after 4, then the tontine warrants could end up offering leverage into UMG/Remainco/SPARs. Like, if half the shares redeem, then remaining shares get 4/9 of a tontine warrant. 4/9 * 0.2433 = 0.1081 PSTH shares. So 1 share pre-redemption would be worth 1.1081 shares post, in time for UMG distribution. That means 1 share has about $22 of UMG/Remainco value in that scenario. At the current price, you get the 1.1081 SPARs for free. Of course, who knows if anyone will redeem their shares for $20 at this point.

Also, the SPARC structure sounds really elegant, if it works out. Bill gets unlimited time to hunt, nobody is buying options or complaining about opportunity cost, and PSH owns all the equity so has full voting control over an eventual deal.

"No assurance can be given that SPARC will be ultimately effectuated on the above outlined terms or at all."

Sounds like SEC and NYSE still need to bless the SPARC idea.

---

I do wonder how PSTH options are going to be adjusted for this. I'm guessing they miss on all the fun and just get a strike adjustment on Remainco. I hope that's not true, because I definitely had some Jan 22 $20C in the mix that got cut in half today.