EQUITY

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

EQUITY

EQUITY

Preferred Stock

5,000,000 shares of Preferred Stock were authorized as at March 31, 2013 and December 31, 2012. One share of Series A Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at March 31, 2013 and December 31, 2012.

The Series A Preferred Share is automatically convertible into 11,211,449 shares of Class A common stock on the date that is 61 days after the date on which the ownership of our outstanding shares of Class A common stock by a group that includes Time Warner Media Holdings B.V. (“TW Investor”) and its affiliates would not be greater than 49.9%, which is expected to occur following the termination by June 30, 2013 of the Irrevocable Voting Deed and Corporate Representative Appointment among TW Investor, RSL Savannah, LLC, Ronald S. Lauder and the Company, dated May 18, 2009, as amended by a Letter Agreement dated April 29, 2013 (the "Voting Agreement"). The Series A Preferred Share is entitled to one vote per each share of Class A common stock into which it is convertible and has such other rights, powers and preferences, including potential adjustments to the number of shares of Class A common stock to be issued, as are set forth in the Certificate of Designation of the Series A Preferred Share.

Class A and Class B Common Stock

200,000,000 shares of Class A common stock were authorized as at March 31, 2013 and December 31, 2012, and 15,000,000 shares of Class B common stock were authorized as at March 31, 2013 and December 31, 2012. The rights of the holders of Class A common stock and Class B common stock are identical except for voting rights. The shares of Class A common stock are entitled to one vote per share and the shares of Class B common stock are entitled to ten votes per share. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis for no additional consideration. Holders of each class of shares are entitled to receive dividends and upon liquidation or dissolution are entitled to receive all assets available for distribution to shareholders. Under our bye-laws, the holders of each class have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares.

There were 77.2 million shares of Class A common stock and no shares of Class B common stock outstanding at March 31, 2013 and December 31, 2012.

TW Investor owns 42.6% of the outstanding shares of Class A common stock and has a 49.9% economic interest in the Company. The shares issued to TW Investor are subject to the Voting Agreement. In connection with the previously announced public and private offerings of shares of our Class A common stock, TW Investor has notified us that it intends to exercise its contractual preemptive rights to purchase shares of our Class A common stock in the public offering so as to maintain its 49.9% economic interest in the Company (see Note 19, "Subsequent Events").

Warrants to purchase up to 600,000 and 250,000 shares of Class A common stock for a six-year period terminating December 2015 at a price of US$ 21.75 per share, are held by Alerria Management Company S.A. and Metrodome B.V., respectively, each of which is controlled by Adrian Sarbu, our President and Chief Executive Officer and a member of our Board of Directors.