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INFORMATION I RECEIVED TODAY: "...the estimated payout of $0.09625036 per share. -------- confirmed the anticipated payout date will be today. *fingers crossed"
4-5 weeks later, I'm still with this ugly taste in my craw... WTH... there must have been one heck of a sweetheart deal for the top execs to sell out a profitable company and not include the shareholders that totally supported this company and Andy for over 10 years... and still never a sound of this deal straight from UGSI... the shareholders can call it 'shock and awe' but I call it easily one of the saddest days of my life.
Fredugsi--was that you I noticed in the memorandum having executed your written consent to approve the transaction?
UGSI: Cash merger; UGSI is being acquired by Aegion Corp. (NASDAQ: AEGN); for every 1 share of UGSI, shareholders will receive $0.101 in cash, subject to escrow holdbacks and working capital and net-operating loss adjustments.
FINRA deleted symbol:
http://otce.finra.org/DLDeletions
.101 coming , I called also. take care, on to the next stinky pinky.
page 39 2nd paragraph.
for everyone I have read through the book, here is what is going to happen. if by now you have not received a document regarding the Exchange Offer then by now you will not. so you fall into the other group of shareholders that on Feb 18th The Effective Date you will receive .095 cents for your shares,do the math, gain or loss simple as that.
not really sure how they decided who is entitled to get the other offer.there are 2, but when you receive your book read all about it and let us know a very sobering experience for me......by the way your wife thinks Im special ,,, sorry I couldn't resist .
Hold my shares through Etrade and just talked with representative and according to him, the holders of UGSI will receive $.101/share at transaction. Transaction is very soon I think. The journey ends with a 50% loss for me. Win some, lose some. Bye everybody. I've enjoyed your comments.
I'm in the same boat. I got a book full of words. Far too many to comprehend. I think there is some kind of exchange offered and I'm not sure if I have to do anything to get it. If I don't fill something in and send it in do they not send me the NewCo shares??
Anyone that can explain this deal in simple terms, please do so.
M_A_D
received my book this week, full of language I can't understand.
there is a section in there that talks about an "exchange offer".
and that shareholders were going to get a separate offer letter for that
exchange offer.
did anyone get a letter and offer ? I don't recall receiving one.
We always knew you were special Sewer. What makes a particular UGSI shareholder "special"?
its ok now I had to breath deeply for a few seconds. I got another book today from my other account. there was an offer made to special shareholders prior to the book, to keep there shares and go on with the new company.Feb 18TH is the effective date.
Now now Sewer, give Andy a break. He has been working hard for you and all of us. He deserves to be able to sit on his deck overlooking the Pacific with a glass of a top drawer French wine and fine cigar.
((Sorry, I couldn't help myself.))
I just saw the name Andy somewhere, AHHHHHHHHHRRRRGGG !!! I was traumatized.
Fred--email
louky220@yahoo.com
You're a good honest man, Obamination. Let's get our money first (want to make sure the check doesn't bounce). Give me your email or phone number and I'll communicate with you regarding address.
Also, remember Nuverra Environmental Services (NESC)? Andy was on the board of this pig. I actually made some good money shorting this POS.
It's been a long painful ride for all of us on this board. I'm actually relieved that I can finally take a large long term capital loss (only can take 3k per year, so this will last me the rest of my life + another lifetime or 2 or 3, or 4....)
Fred--see post#1667
I almost forgot, I see I owe you $50. Send me payment instructions ether publicly or privately. I will send you a check.
<<Nope, didn't receive it. Anyone know what that means - not receiving it?>>
May be a delay if shares held in "street name" and, depending on the firm holding custody of the shares. Have yet to receive mine as well, not that I am anxious to get the kick to the groin.
Nope, didn't receive it. Anyone know what that means - not receiving it?
Did you receive the book in the mail? or anyone else? the offer is inside.
I don't know. Its possible the company needed the cash to satisfy debt or cash flow issues, but also possible that management came to the conclusion that the fusible pipe line was not going to provide the bump longer term they had once thought and decided this was a good time to exit that business and focus on other lines.
I believe the jury is still out whether this was, or will be, a good move. I happen to like the other lines they are in, but I suspect those need a lot of growth to make much money.
Nope, don't know "yellowstone".
What crap. Left sitting high and dry after the years many of us have spent with this 4 letter ticker. Any know how the cash out works when it happens? I haven't received any phone book of information yet.
well pipeliner, were we ever wrong, I got the damn phonebook in the mail, you know the one that straightshooter was talking about, I should get the SEC on his ass. but anyway Andy sold us out, its over, the pain is not that bad I bought a ton down at 6, 7 , and 8. the bitch is the long wait for nothing, always wanted to ask was your screen name ever yellowstone on the yahoo board years ago?
I tend to agree. Andy didn't just fall off the turnip truck, and neither did his lieutenants.
After the sale of the pipe line, I am taking a deep breathe and giving management a few months to surprise me - in a good way. I believe that, somehow, some way, will happen.
I think its all bullshit.... I really don't think that Andy left the shareholders out to dry, he is a dealmaker so they sold the pvc pipe business,that just means something bigger and better is coming,
Has anything been published & distributed on the transaction? I haven't received anything to date.
Take a loss and punt or, possibly throw more good money after bad? That seems to be the question and bottom line.
According to sources, it appears Riverwood and the current management team will have made some good (definitely not a home run) money on the Aegion PVC pipe sale transaction while Pictet and the majority of non-institutional shareowners (yours truly included!) are going to show a loss.
While I, and I suspect most of us, bought UGSI in the first place was because of its fusible pipe business, what we don't know is whether that business could ever sustain UGSI in terms of growth of the product. I don't know the answer to that question, but my point is their sale of that line may not have been a bad thing.
But as far as where we are today with UGSI, there are too many questions - or unknowns - for us "outsider" investors to be able to get a grasp on what UGSI is today, and might be tomorrow, in terms of business lines, possible revenues, profits, etc.
The devil of course is in the details, and hopefully we will obtain those details soon. I am not making any decisions until I gain a better understanding of those details.
But that's just one persons view.
“Going dark” should not be confused with a “going private” transaction. A “going private” transaction generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and deregister its shares under the Exchange Act. “Going private” transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares. “Going private” transactions require extensive and detailed disclosure filings under Rule 13e-3, the “going private” rule. “Going private” transactions are often undertaken by or at the direction of controlling shareholders or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote.
Any ideas as to when we can expect the information statement to be forthcoming? If sooner rather than later, will it allow us enough time to evaluate whether we feel it prudent to take possession of the new shares should we unwittingly decide to retain a position in the ongoing entity? Granted, and based on experience, we would be fools to invest anything further along side this management team. As a private company, they were able to keep us at just the right distance to in order to play us for fools. Very well done, Andy! Congrats!
Straightshooter is 100% accurate. Two other friends of mine confirmed price of about $0.095 to $0.10 (depending on expenses). No one will be offered the exchange deal unless stock is registered with UGSI, and that person is an accredited investor. (That probably means none of us on this board). So by March 31st this long-term capital loss of mine (and everyone on this board) will be official history. Signing off permanently. It's been one long losing ride!!! Fred
I think Straightshooter is full of s%*t, remember all, there are plenty of shareholders that have voting rights, most likely will see some kind of a surprise announcement as to were they are going to put the $85 million to work.
You'll be getting an information statement from the company (the size of a small city telephone book).
I think most will be stunned at the size of UGSI's revenue and profits (or lack there of).
Unbelievably, if qualified, some of you may decide to not take the cash and ride with the company. Make sure you look at the valuation of the remaining company and its numbers. It's probably the last time you will see them again as a shareholder.
Good Luck
Where did you get this information? Has there been any communication from the Company?
There will never be another stock like this! Heavy long-term loss for me. Going to miss everyone on this board. I assume that no later than Mar 31, UGSI as we know her will disappear. Good luck to you all!!
Fred, you'll get between 9 and 10 cents a share if cashing out.
If you want to remain a shareholder and are qualified, you'll get no cash in the share exchange, but you will be allowed the continuing prospect of owning this "great" company for many more years.
I agree and have always wondered myself.
Bingo, you're right!
Now, was the mgmt. team of Seidel, Jain and Stanzcak put in place voluntarily by Smith or was he felling pressure from the Board and they made it appear to be a natural transition? The reason I say this is once the new team came on board, Smith kind of went off into the sunset and never had any real say or decision making in operations.
another quote paragragh#6...http://www.plasticsnews.com/article/20051128/NEWS/311289988/ugsi-gets-a-new-top-executive Mark was not ousted out,he handed it over to someone who could get it off the ground.
quote from Mark that he himself recruited Andy and the others. see paragragh #6....http://www.undergroundsolutions.com/pr_11-21-05.php so draw your own conclusion but there it is straight from the founder.
no, I do not know, I only assumed that he did. I came around in 2004 Mark was running the show, I thought all those green pipes and the patented fusion process were his. but you are saying if I understand correctly is that they were not Marks, he was just a CEO just like Andy is the current CEO. You could be right also. I don't claim to know much of nothing,
Do you know for a fact that Smith did indeed hire Andy? My thought, perhaps incorrect, was that The Board lost confidence in Smith, allowed a graceful exit and then hired Andy. Perhaps Andy's availability may have made for an easy decision and hastened Smith's departure. Not saying you are wrong, that was just always my assumption.
As for shareowner communication, I don't believe we will see/hear anything from Andy until the transaction officially closes. Not much he can definitively say until then. Once it closes, he will most likely issue a share owner letter/update.
all good points to ponder,the reason why I wonder if Mark got a slice of the action, is because he hired Andy, this is Marks product not Andy's, he only hired Andy to market it. why would they sell there core product line especially after coming this far. its just not making much sense.looks like 2016 is going to turn out to be a make or break year. I sure wish Andy would let his shareholders know what the plans are.
Don't believe Mark Smith would be involved at all in the transaction unless, he is entitled to a recurring revenue stream on whatever patents he owned and negotiated with UGSI. I would think any current/continuing involvement would have to be disclosed as part of the transaction.
I would also think if there were any patents in the first place, they would be nearing the point of expiration, if they haven't already lapsed. Of course there could have been an open-ended side agreement between UGSI and himself when he was taken out (forcibly relieved?) of his day-to-day involvement.
I thought we were well past 622 million shares outstanding of the common. it felt like some serious dilution going on .from peak to valley,but I guess not. so that is good. I'm wondering now who got the money was it Mark or UGSI or both.
Good find and report!
The sections I found of interest in the transaction are as follows:
______________________________________________________________
Section 3.04 Capitalization.
(a) The authorized capital stock of the Company consists of 2,000,000,000 shares of common stock, of which 622,080,895 shares are issued and outstanding and 900,000,000 shares of Series C preferred stock, of which 547,216,952 shares are issued and outstanding, each as of the close of business on the date of this Agreement.
Section 3.07 Undisclosed Liabilities. Except as set forth in Section 3.07 of the Disclosure Schedules, no Company Entity has any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise which exceed $50,000 (in the aggregate among both Company Entities)
_______________________________________________________________
It appears the (our?) surviving entity will be UGSI Solutions, Inc., at least for the time being.
Don't think so.....just a portion!
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Underground Solutions, Inc. Fusible PVC™: http://fusiblepvc.blogspot.com/
Underground Solutions YouTube Channel: https://www.youtube.com/user/fusiblepvc
UGSI, Inc.
UGSI, Inc., a private company, is a provider of cutting edge infrastructure technologies to the water, wastewater and energy industries. With one of the most experienced water industry management teams, a historical compounded annual growth rate of 30% and a solid balance sheet, UGSI, Inc. intends to remain in the top tier of water and energy infrastructure companies from a growth and profitability perspective.
Underground Solutions provides infrastructure technologies for water, sewer and conduit applications. Our primary products include: | The primary product lines for UGSI Chemical Feed, Inc. include: PolyBlend® Polymer Feed and Control Encore® Chemical Metering Solutions Dry Chemical Feed Equipment Liquid Chemical Feed Equipment Varea-Meter® Variable Area Flow Meters |
Mobile Pipe Lining and Coating provides quality pipe coatings and linings to the oil, gas, and water and industries. | PSI On-Site Disinfection: MicrOclor On-Site Hypochlorite Generation (OSHG) is truly the Safe, Sound, Clean & Green disinfection option. Tank Shark provides for a homogeneous mixture within the reservoir, eliminating thermal and residual stratification. Additionally, the Tank Shark allows chlorine and chloramine injection with no moving parts or electrical equipment within the reservoir. |
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