Dear XXXX
Thank you for your inquiry. Per the Stockholder Notice, your shares of common stock in TelVue Corporation have been converted into an equivalent percentage of Class B Membership Interest in TVC, LLC. TVC, LLC is a limited liability company that was formed as a wholly-owned subsidiary of TelVue Corporation, and to which TelVue Corporation contributed its assets & liabilities prior to the dissolution of the now legacy TelVue Corporation. TVC, LLC subsequently sold substantially all of its assets and liabilities for a $1.5MM Note and Contingent three-year Earn Out. TVC, LLC no longer operates the historic business, and exists solely to receive payments on the Note and contingent Earn Out from the acquiring company. TVC, LLC will make distribution payments to members (you are a member) based first on the priority between classes. As stated in the Stockholder Notice, any possible distributions to Class B Members will only begin after all of the payments received by TVC, LLC less expenses has exceeded the unpaid Capital Contribution and Preferred Return due to the Class A Member. The Capital Contribution and Preferred Return due to the Class A Member currently is approximately $6MM. After the aggregate preference owed to the Class A Member is fully satisfied, any additional distributions made by TVC, LLC would be made on a pro rata basis based on percentage interest of all of the Class A and Class B Members, taken together.
This Class A Member preference is effectively a carry-over from the Series A preferred stock liquidation preference plus aggregate accrued dividends of TelVue Corporation, which was senior to and came before any payments in liquidation that could be made to the holders of the common stock of TelVue Corporation based on TelVue’s debt conversion transaction that was finalized in 2012. That transaction was described in TelVue Corporation’s proxy materials distributed to all stockholders in 2012.
Regards,
TVC, LLC
1
