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yes a simplified explanation may work best to draw the needed attention of what has happened,
I will sign mine Cordell Walker!!!
For the Eyes of a Ranger are upon you; Any wrong you do, he's gonna see. When you're in Texas
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I'm touched. You are beautiful!
Postage isn't going to be the problem...it's composing the most perfect explanation of circumstances leading up to our present predicament, depicting the facts.
Not sure I'm correctly understanding what I found at the Federal site. Can the form be completed via email or must it be forwarded via snail mail?
Jugs If you post a letter and address, I would be glad to drop a couple stamps for you guys, I do not have shares or am I effected by this, but I sense a UN-justice has been done,
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At the Federal level here is the link: I filed the complaint with the SEC...
https://www.sec.gov/oiea/Complaint.html
Just now went to the Texas Board of Securities' website. Towards the bottom of a short page will be found the "complaint" option. Going there, I found simple directions but complaints must be mailed. I don't have a working printer so someone else has to do this for us all. I'll be happy to help with writing the complaint itself so don't hesitate to ask, please.
Let me know if I can be of service.
Harkmi---this is the sort of thing you can handle, I'm positive. If you have a working printer, we can work this up together. You've got skin in the game, too, so a collaborative effort should fit the bill. But I'm certainly not limiting this effort to one individual, not by any means. The more complaints filed, the better our overall chances of prevailing.
I'm remembering---it's the squeaking hinge that gets the oil.
OK---just got off the phone with the Texas State Securities Board and the fellow there agreed that DK cannot blend assets nor can DK withhold distributions due unitholders prior to the effective date of the big swallow. There is a potential caveat, however, as ALDW was a variable payer, as he pointed out. But when I told him that DK never announced there would be no further distributions leading up to the Feb. 7th signing of this year, he admitted something ain't right. And DK wasn't in a position of authority until Feb. 7th when things were finalized.
Of course, I knew this but that doesn't guarantee that all players will follow the rules.
So, next I intend on going to the Texas States Securities Board and there's an option on the website enabling me to file a complaint.
This will be done today or tomorrow but will not remain undone beyond that as it's eating at me.
Years ago I was nicknamed "Bulldog" by intimates because I don't let up when I see the goal clearly.
I'm seeing it!
We all need to file a complaint! It's really that simple. This is not a one-person job. And it isn't difficult to spell your/our dissatisfaction out. If you have difficulty expressing yourself on this, let me know so I can help. But I believe that they will listen to each of us, regardless of our individual ability to express pertinent details. As a matter of fact, as a life-long writer in the IR field, others here might actually come across as worthier of attention, but I may be wrong there, no way to know.
More to come, of course.
I spent about four hours on this today---including debriefing Ameritrade fully only to find the call dropped when the rep was plugging me into Corporate Actions Department. Had to be in queue for another twenty minutes and finally got connected. I detailed the result of that call in a post a little while ago.
Anyhow, I've gotta step back a little---I'm so angry. Anybody can call and be equally effective.
Spoke with Kate at the SEC... we need to call the Texas division of Corporate Governance Compliance...
512-305-8300
... ALDW was incorporated in Texas
Hope she is right but its a start.
I am on the phone with the SEC.
STAY TUNED!
You spoke with an absolute idiot---an electrical plug with just one prong trying to connect with an outlet not designed to function that way.
I just got off the phone with Ameritrade's "Corporate Actions" department. He agreed with every point I made regarding dissolution of responsibility PRIOR TO FEBRUARY 7th. Ameritrade doesn't handle legal issues so that couldn't go anywhere.
Then I asked if his department might not call over to Delek, asking about those final two distributions. He said, "Sure!" And he'll be getting back to me via the Message Center and/or phone call regarding things they learn. He did add that it won't happen immediately as Ameritrade is swamped but I told him that's fine. I just need to know that somebody gives a crap and is willing to step forth in the hopes of finding some modicum of justice.
Will continue along these lines, for sure. And we all need to call Keith Johnson and ask if DK's intent is that of backdating things so as to avoid meeting obligations developed prior to the Feb. 7th signing.
Keith Johnson
615-435-1366
I am on hold with Schwab... but I suspect they will have to take the same position...
stay tuned...
I thought I'd contact Fidelity for some guidance. What a waste of time. I am posting the conversation for your viewing pleasure. I did this in the Chat form because I wanted a record of it. In the back of my mind I sorta knew how it would turn out.
TM: I owned a MLP called ALDW in several of my accounts that merged with Delek (DK) final as of 2/7/2018. With a MLP it is my understanding that the tax liability as well as excess profits are passed on to the unit holder. I spoke to investor relations at Delek and was told former ALDW holders will NOT be receiving distributions for Q4 2017 and Q1 2018 (partial quarter up until the merger close). I believe this is in violation of SEC rules. Can Fidelity provide guidance on this? At the close of the merger I was holding nearly 12,500 units of ALDW. Thanks.
Thank you for contacting Fidelity Investments. All interactions are subject to recordkeeping and monitoring. Brokerage chat representatives are registered with Fidelity Brokerage Services LLC and are unable to accept any trading requests to buy, sell or exchange securities in ANY account, or to process any transactions in your retirement saving or benefit plan, nor do they provide legal, tax or investment advice. Fidelity Brokerage Services LLC, Member NYSE, SIPC
New party ('Kyle S') has joined the session
Kyle S: Hello, T. I hope that you are well. If you do not receive a distribution of more than $1,000 then there is no tax liability to you from an MLP is you hold it in an IRA.
TM: I am actually expecting a large distribution...$5000 or more. It's not the tax liability I'm concerned with. It's the fact that we are apparently getting shafted on distribution funds that are rightfully ours.
Kyle S: If they are pre-tax funds the only thing that comes into play is that it is taxable as earned income and there is also a 10% penalty because you are under the age of 59 1/2.
TM: I'm not going to be withdrawing anything from my IRA's. My question is about the liability of DK and its obligation to pay distributions for Q4 2017 and Q1 2018. The merger was announced last September but didn't close until 2/7/2018. DK is refusing to pay ALDW distributions between the time of the announcement and the time of the close of the deal.
Kyle S: If it exceeds $1k then there typically is a tax implication.
TM: That's fine. I don't care to pay the tax.
Kyle S: Certainly, that is all that you would be looking at if you are not withdrawing from the account.
TM: I can see I'm not going to get an answer to my question here.
Kyle S: The answer is that you will be taxed, but is all. Anytime an MLP pays out more than $1k into an IRA that distribution is taxed.
TM: Have you even read my question?
Kyle S: I have. Personally, I would work with a tax advisor on this because we cannot provide tax advice beyond what I have provided you/
TM: There is nothing in my question about taxes. I know about those.
Kyle S: I cannot advise if it is violation of SEC unfortunately because at the end of the day that is for SEC to decide and they can overrule what I say as well. Your best resource for that inquiry would be speak directly with them. We have no power over their rulings.
Just got off the phone with Keith Johnson....it took three calls to get to him. And the efforts were all mine as he never bothered to call me back the three times previous. I think this is not only an idiot but also a jerk.
His message is a simple one: Once Delek was officially in charge of ALDW, DK got to call the shots and that means there'll be no further distributions due ALDW unitholders. He says it's about time and nothing else. Feb 7th closed off all other considerations concerning ALDW. Idiot!
I then asked him if he's an inside IR guy or outside, explaining that if he's an outside guy, then he simply doesn't know how things work. And if he's an inside guy, then Delek has failed to adequately inform him as to how things work.
I further told him that my background is also in IR and I know for a fact that if what he's said is truly the official company line, then what they've done effectively is blend assets of both companies, completely disregarding the rights of former ALDW unitholders and standard treatment of corporate books regarding mergers and acquisitions.
Furthermore, I told him that if his position remains unalterable, then there will definitely be resultant litigation I personally believe to be expected and deserved.
Needless to say, while I was controlled, I was super-pissed off.
Poor Keith was waaaay out of his league on this phone call. He was shocked, especially when I read a portion of the last SEC filing which I posted on this board a few days ago. I didn't use my usual big words but his response was actually funny---he was flabbergasted and speechless. He stood on the so-called fact that when ALDW was officially under the control of DK as stated on Feb. 7th, all former obligations to ALDW unitholders were voided. I agreed that would be the case. However--- it doesn't excuse DK from making ALDW unitholders whole for periods elapsed prior to Feb. 2nd. The asshole didn't even realize that there were quarterly distributions not paid by DK. And certainly ALDW wasn't in a position of authority to make us whole, either. I actually had to inform him of there not having been any 4th Q payout (calendar year) nor was the prorated obligation covered. And then---the fool asked me to read the filing to him again. Mind you, what I posted here for you a few days back is extracted directly from the SEC filing. How on Earth could he not have recognized my excerpt? I sure as hell know it nearly by heart!
The way things now stand---he's going to have legal people contact me.
Everybody within earshot---CALL!!! This is our money and dignity on the line. Don't leave it up to just a couple of us. Nothing gets done that way. We need to be an irritant. We need to clog their phone lines with our search for truth and responsibility.
Please---we all must lean on one another right this minute. Call!
Also after disclosing to the minority interest they are taking it over they have to CLOSE the deal, and that is another process, which can't be back dated to SEPT 30, 2017, totally ignoring the...4.25 months since the last reporting was done.
Anyone that knows legal advisors, lawyers, etc that work with business and financial law needs to contact them with question of legality of ignoring former minority interest here. NO earnings, No information, and most important, no prior knowledge of impending takeover and pretending they could back date the process to Sept 30, 2017.
SEC rules require earnings reporting, MLP structure doesn't get to be changed and then disclosed 5 weeks later!
And you can assured they have the legal team behind them...
I am in the process of asking my advisors and financial experts their opinion of this twist of what appears to be the law!
How can I help? Honestly, I was so shocked that I actually reached him in person I wasn't really prepared for much conversation about it. It may be the fact that I have a Tennessee phone number that caused him to answer the call. He did say with all absolution that there will be no further distributions for former ALDW holders.
There will be action taken on this issue. I can't believe they will get away with this wholesale rip off.
Sadly the legal beagles get to profit, but I hope at least they see meat on the bone!
I was the holder of 12500 units of ALDW at the close with DK and actually spoke with Keith Johnson today. He mentioned there will be no further distributions for ALDW units. It's something I'm not very happy about as I know there were excellent profits made in the last 2 quarters of ALDW that should have been distributed. I'm not exactly sure what our recourse is but at least I wanted to document here that I made the call.
Thanks Jugs for your postings about this.
I can shed some light on your wondering how it is that dividend capture might be on the minds of some institutional inquirers.....
Analysts routinely sign NDAs or "non-disclosure agreements." These are contracts disallowing their revealing to third parties information gleaned from examining the corporate books.
Such individuals are permitted these up close views and usually without argument.
Truth be told, it is extremely unusual that litigation will result from the sharing of NDA-restricted searches. Corporate leaders shrug their shoulders when asked about it and the typical answer is that leaks are expected, reminiscent of a good old boy's club practice.
Analysts get to pore over the books with ample time allowed. It can be extremely beneficial to the company if it leads to a thumbs-up endorsement of the company's progress. Higher ratings lead to stronger valuations and this paves the way to secondaries set at higher prices.
All this may sound like a lot of manipulative back-office activity but it's a system long in place and it actually works well.
Useful information (see link) on Institutional investment here before and after the announcement of merger and ALDW takeover/delisting. The graph shows a rise of institutional units in December. Theses managers must know more than private holders like us... or are also waiting to hear from DK.
Sept 30, the last day of the quarter we were paid a distribution for shows institutions held 3,315,277 units of ALDW (DK is also listed in the table as owning 51,000,000 units on Sep 30)
Dec 30, the final day of the last quarter of 2017, Institutions held 4,704,970 ... nearly 1 .4 million more units. My high level financial contact says "arbitrage". They were seeking yield capture.
https://fintel.io/so/us/aldw
GLTus!
-pete
Busy going through SEC filings affecting us as owners of (the formerly recognized) ALDW and now officially Delek (DK).
This will be found in the final explanation of terms and conditions surrounding the merger:
Rights of Holders of MLP Public Units. Each MLP Public Unit, upon being converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c), shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each Holder of such MLP Public Units immediately prior to the Effective Time shall thereafter cease to be a limited partner of MLP or have any rights with respect to such MLP Public Units, except the right to receive the Merger Consideration and any distributions to which former Holders of MLP Public Units become entitled all in accordance with this Article II upon the Surrender of (A) a certificate that immediately prior to the Effective Time represented MLP Public Units (an “MLP Certificate”) or (B) uncertificated MLP Public Units represented by book-entry (“Book-Entry MLP Common Units”), together with such properly completed and duly executed Letter of Transmittal and such other documents in accordance with Section 2.2.
My first call to Investor Relation (Keith Johnson at Delek: 615-435-1366 occurred on Monday of this week, 2/26/18.
I placed my second call to him today at 2:00 pm. I'm keeping a strict record of my calls so I can mount a campaign of anger if he doesn't return my calls in another week or so. This is ammo in case we need to pursue a legal arrangement. I doubt it will be necessary but we never know.
Just called Ameritrade and was told to call back on Monday and speak with "Corporate Actions or Reorganization." These represent specific channels that should have more information such as we want.
Please use this board for addressing ALDW final distributions. Begin your post with my IHUB name: Jugs:
This will make it easier for me to retrace my steps as I collect your individual experiences as we try to work through this joint effort.
Thanks, everybody!
Correction---no mention of the distributions was made during the CC. It occurred in a published statement prior to the swallow.
I could use help in locating the PR or news brief, haven't been able to retrieve it yet. I read it and know for a fact that it exists.
Finding it will be of immense value to all of us.
Thanks to you and anybody else daring to disturb seemingly calm waters as we attempt to get what is ours without begging.
Also, we can all call our brokerages and ask where our distributions are!
A couple of phone calls is simple enough and shoud lead to our becoming enriched.
Good work!
jugs & pete807,
Made the requested call on ALDW to Keith Johnson. Mentioned that I was an ALDW holder of 7,000 shares upon the Big Swallow. Asked when we could expect our 2 distributions promised in the conference call recently for DK. I Gave name and number for contact.
GLTA!
Don't know what happened but my note speed off without my prompting it.
You've got me thinking. If I can get to it tomorrow, I'll call over to Ameritrade and ask them to look at the ALDW thing.
This is frazy tgst
I'll loan you more than that and I'm betting you know it.
Lets examine what legal means they have to delay, because there will be the answer...
Can they claim they are still completing the accounting work involving a complicated company?
Delta is on their side because I have found that the longer someone owes you something the less they fell it necessary to pay.
If they declare .50 I will take it all back and buy more DK immediately....
will you lend me a dime?
Urgent:
Everyone of us who held ALDW prior to the big swall need to call Investor Relation at Delek and ask whatever happened to the final two distributions? Uzi stated in print that these would be awarded.
Call:
Kieth Johnson @ 615-435-1366.
Just ask when the distributions will be issued, it's that simple.
If you get the answering machine as I did, leave your name, telephone number and the question: Where are the two final distributions for ALDW unitholders?
Do this and you'll be doing all of us an important service.
Please get back to me when you've done your good deed. I'll keep a record and then take steps after two weeks or so. For the record, I've not received a return call from MR. Johnson following my call on Monday morning at 7:30am, an hour before the DK conference call.
Thanks, folks!
The conference call has now concluded. It was very well handled, lots of key questions pertaining to operational items.
ALDW came up a number of times but at no time was there any mention of forthcoming distributions.
More will follow on this, rest assured.
Your fellow sufferer of indigestion following the big swallow,
Jugs
A short time ago---this morning---I placed a call to Keith Johnson, IR veep at Delek.
Left a message.
Am set up for the conference call at this moment and waiting.
Earlier this morning I went through the Delek reportage carefully. There is nothing representing distributions due ALDW unitholder interests.
DK's numbers are incredible and DK makes it abundantly clear that a good portion of this sudden year-over-year success stems from the acquisition of ALJ and, subsequently, ALDW, into the DK fold.
However, I need to see DK make good on its promise to pay us the two distributions now due.
More, later...I'm sure.
Well, I'm seeing something a bit confusing---Benzinga is saying DK's earned 81 cents for the quarter versus 39 cents lost for the same period last year. That doesn't exactly help us as the only numbers I'll trust are those coming directly from DK.
As for ALDW's final two quarters? No news yet, so it looks like we won't know anything further until the morning's news comes out, probably on the heels of the conference call.
Well, we're eleven minutes away from the close of the day. DK is scheduled to release guidance upon the close. It is my expectation that we will be hearing relevant news regarding DK, DKL and, I'd imagine---ALDW.
I'll be disappointed if we receive much less than 45 cents for our swallowed ALPD units. I've thought for a long time now that it would be a reasonable distribution. And then there's the slightly abbreviated final distribution...they may scrape some of our stipend off but I can't believe there's a way to explain awarding us less than 30 cents.
We shall see in mere minutes, probably.
See you folks later.
While I agree as an ALDW long of yesteryear... we have to move on and its one company now so if we deserve a better shake in the form of future distributions, and I believe even the DK holders of old do, it will be the best way to go for investor confidence, imo.
ALDW longs: We understand fiscal responsibility to the new company... lawyers and accountants will advise the minimum legal distribution they can pencil, as you know...
DK should walk and talk a fine line. IMO at least .50 for ALDW longs, while at least .20 for DK next month. Raising it a nickel. They still won't keep all investor erosion from the merger but a good faith gesture of future performance is warranted. They might keep more of MY $$.
GLTus!
Not quite as I see it but maybe it's just semantics:
True, DK shareholders will likely become beneficiaries of the new and improved DK with ALDW added---but it won't work as a trade-off for me as I know we ALDWers are the more deserving of unitholders as opposed to shareholders of the new DK.
We are entitled to the better part (s) of two consecutive quarters' worth of distributions and I want them!
Totally agree on the value of maintaining this board for the time being.
The board should remain open for comments at least till the earnings and distribution are announced.
The new combined company has more cash flow and a much stronger balance sheet, so the holders of DK should be rewarded with an increased dividend. JMO
Looks like we're all sorry to see it go. It's been wildly profitable but as much as anything it's been fun. Hurricane Harvey put us in the spotlight due to having remained high and dry. That added to the excitement. And it ain't over until we learn how the distributions (2) will be handled. I do hope DK treats us fairly. If not, I'd expect to reduce my DK position significantly.
However, it's been a joy communicating with your guys. And we've got other plays including NGL which promise to be very rewarding, too.
Sorry to see ALDW go. So long friend.
That works for me. I'm hangin' tight onto DK for now. I don't think I'll be disappointed. Patience is key.
Great run we had, but to everything there is a season, turn turn turn.
Time to watch DK and learn.
GLTA!
To my board friends:
This board will cease to exist very shortly, I'm expecting. As of this morning, the big swallow has occurred and now we wait and watch as the big burp follows.
We former ALDW folks are now officially part of the Delek (DK) family.
The transaction has been recorded as a mandatory conversion of ALDW units in exchange for DK shares.
When I opened my portfolio transaction history this morning I found incorrect numbers. I called Ameritrade and while the wonderful lady and I were crunching the numbers, things magically reconciled and now all is well. My reason for calling revolved about there being a disparity of about a thousand DK shares...amounting to a bunch of money gone poof!
So now all is well in DK Land and lingering questions remain:
1. DK reiterated that dropdowns from ALDW are slated with DKL the recipient. No timetable is offered but it's on the list of their todo's.
2. We await information regarding the previous quarter's ALDW distribution amount. Also, DK has stated there will be a partial distribution (prorated) for the current quarter which, by my calculation, is nearly done.
Were it not for the merger and subsequent big swallow, we loyalists would/should be receiving the distribution covering Q4 of 2017 as well as the one for Q1 lacking just one week in the quarterly time span.
I'd sure like to hear back from you folks---how do you feel about this turn of events, and your thoughts as to how DK's obligation to handle the distribution will likely be manifested?
For myself, I'm liking the manner in which things have been handled thus far. My hope, of course, is that we'll receive a nice parting paycheck but we'll have to see how things pan out.
Talk to me!
awesome job, I am the first to admit I left the table here to soon, That's one thing at home I don't do, Lol
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Nobody could be doing better than you. That's quite the accomplishment, in my opinion.
For not I'll suggest keeping ALDW and DK to the back burner while focusing on others that are in super-aggressive mode:
1. DKL
2. EPD
3. ETP
4. GLMP
5. HLX
This is not to say adding to existing positions is in order. However, when one of these picks is trashed as happened with HLX yesterday due to coverage from a single analyst, an accumulation opportunity surfaces. If I'd hade the cash, I'd have been all over it yesterday before noon.
So stay sharp and always be thinking about balance. You might make even more money!
I have 7,000 shares remaining after selling half my ALDW position by recommendation. My CB was about $66,000. The close today values that same 7,000 shares @ $134,000. It has been a great ride so far, also have 4,000 shares DK that have done well as I'm up $44,000 on those. Can't wait for the big swallow!
GLTA!
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