What should have been a good day for NCT as a whole, has turned mixed for me. If there was a phony war going on between pref and common, it is about to heat up. I believe the pref can gain strength from the 3Q earnings (why tender if the company is profitable), plus the dueling announcements (denouncing the tender) by pref holders who want to start a rally. I hope that I am wrong, but I don't think sweetening the deal is going to work in any form (irregardless of the money). That means either NCT lives with the pref (which they don't want to do), or they come up with another scenario. Lets look at the one of the rallying cries that can never be staisified or rectified:

1.) The $25 par value in case of break up and assest sale. The fact that the company has to go bankrupt (meaning having more liabilities than assets) for this to happen seems to be a non-fact and of little importance. If the company goes bankrupt, I think in an honest moment we can all admit the pref's would not get $25. They would certainly get less than the offer on the table, and most likely zero (look at what happened with Thornburgh, what was their par value for pref). This has become a martyrdom issue and facts will not deter the feelings. To suggest that the pref stock is closer to $25 in value, is like me saying that my common is worth $35 today.

I have said that the tender offer was designed to strong arm the pref into the vote that NCT wanted. I had sympathy then for the pref and I still do now. I never want anyone to lose money on a stock, but honestly, the more I hear about the par value the less likely it is that I will continue to have sympathy. Like most people, I try to be reaosnable and see both sides of an issue, but my fuse is starting to get short every time I hear about the par valuation.

I am not rying to pick a fight with the pref nor am I trying to get you to vote for the tender. This will play out the way it will play out. I am pessmistic that this will not turn into a I hate you and a I hate you more situation. Which, I think is sad.

I am a common schlep, and cube (for me the most visible pref on our board) is a pref schlep, but I enjoy his posts with his viewpoints and insight. I am 41 and I am not Rodney King asking for everyone to get along, but if the path we are on continues, it will be hard for me to pick the winners, but it will be eadier to pick the losers.

If this tender does not work, I wonder if NCT won't create another entity(s) like MBIA is trying to do and transfer all the assets to it and issue 1:1 shares in the new company to current common (thus leaving NCT as a holding company that never gets revenue from the new company, thus shutting out the pref). The treat of that would be the nuclear option I guess. I just can't see the pref giving in, or NCT putting enough money in to get a yes vote, leaving NCT with a choice of how to get rid of the pref. My sense is NCT will come up with Plan B that the pref will like even less.