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No it's not! CIG is merging into a private company, read it, then write
COMMON CANNOT BE WORTHLESS WITH A REVERSE MERGER...WHICH THIS IS.
IMO STRONG BUY, COMPANY MAY GO FOR SHOP AND TRY TO RECEIVE OTHER BETTER OFFERS, CIGW ISN'T IN CH11, WHY THEY SHOULD CANCEL STOCK???
Bottom buying begun.. Its all about interpretation of news
www.benzinga.com/news/15/03/5349213/cig-wireless-termination-fee-under-merger-pact-is-4-0m-according-to-8-k-filing
in the terms of cancel in the statement doesnt mean cancellation of the stock.
Doesnt say anything bought cancelled. I will make 100% from this quick at these prices lol
Sorry, 8k says this part first followed by my first post. Upon the closing of the Merger, the outstanding Capital Stock (as defined below) of the Company will either be converted into the right to receive a pro rata portion of the Merger Consideration, or cancelled for no consideration, as follows:
Sorry, 8k says this part first followed by my first post. Upon the closing of the Merger, the outstanding Capital Stock (as defined below) of the Company will either be converted into the right to receive a pro rata portion of the Merger Consideration, or cancelled for no consideration, as follows:
CIGW, all shares will be Cancelled at no Value!
http://ih.advfn.com/p.php?pid=nmona&article=66021700
In English means the shareholders get nothing?
each outstanding share of common stock, par value $0.00001 per share, of the Company (the “Common Stock” and, collectively with the Series A Preferred Stock and Series B Preferred Stock, the “Capital Stock”) will be canceled for no consideration.
Because the aggregate liquidation preferences of the Series A Preferred Stock under the Series A Certificate of Designation, which is currently calculated at $144.9 million, is estimated to be approximately $64.3 million greater than the aggregate Merger Consideration, the Merger Agreement provides that no consideration will be payable in respect of the Series B Preferred Stock (including accrued but unpaid dividends thereon) or the Common Stock.
So, maybe my retirement is safe and maybe not? Paul is such an upstanding citizen. Surely he would not let us common shareholders suffer?
CIGW - BIG NEWS!!!!
CIG WIRELESS CORP ("CIGW-L") - Enters Into Agreement To Sell Tower Portfolio
CiG Wireless Corp. (the "Company"), a leading independent owner and operator of wireless communications infrastructure in the United States, announced the signing of a definitive agreement to be acquired by an affiliate of Vertical Bridge Holdings, LLC, a wireless communication towers company. Vertical Bridge is acquiring the company's tower assets, including a geographically diverse group of more than 200 tower sites, in a transaction structured as a merger. The all cash deal is valued at approximately $143 million.
"This transaction brings together two complementary cellular tower operators, and the combined business will have a broad geographic presence across the United States," said Paul McGinn, Chief Executive Officer of the Company.
"We have known Paul and the rest of the CiG Wireless team as competitors and partners over the course of many years, and we look forward to them joining our team," said Alexander L. Gellman, CEO and Co-Founder of Vertical Bridge. Upon closing, the Company's current employees will become employees of affiliates of Vertical Bridge Holdings, LLC.
The deal, which is expected to close during the second quarter of 2015, has received the support of the Company's largest shareholder, Fir Tree Partners, a New York based private investment firm, who has voted its shares in favor of the transaction. The transaction is subject to customary closing conditions, including among others, filings with the U.S. Securities and Exchange Commission (the "SEC").
Additional information regarding the transaction will be included in the Company's information statement to be filed with the SEC and mailed to the Company's shareholders.
About CiG Wireless Corp.
CiG Wireless Corp. (www.cigwireless.com) is a leading independent owner and operator of wireless communication infrastructure in the United States. Its primary focus is leasing antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. The Company's common stock is traded publicly in the US on the OTCBB (OTCBB: CIGW).
About Vertical Bridge Holdings, LLC
Thanks Paul, good looking out? For yourself ??
You could be right for sure. I guess I am focused on price recovery in the short term. What you have outlined is probably correct, but that is a high class problem that can be considered after a short term recovery. Good luck to you!
It would be better for us holders if they took the same route as AMT did in 2012? Whereas their subsidiary (REIT) firm back in or merged with the Public, best bang for our buck? If not looks like McGinn took the vaseline out of his top drawer and applied it generously!!
I'm not sure. The stock will still be worth the value being paid for it at closing. That means that there will be an arbitrage period between now and closing.
That's not good!
Don't know for sure, but as I read the PR, it looks to me that eventually CIG will go away and become private under Vertical Bridge. It will probably take a day or so for that info to fiter out.
Understood, do you have any idea of the plan? Is Vertical going to put their holdings under CIGW or merge and rename/new symbol as Vertical?
Vertical Bridge is already the largest privately held tower company out there. This is the same position they were in when they built, owned and operated GTP prior to its sale to AMT. Only the publics are larger.
Vertical says they have $500M of investable capital. Might be legit.
http://www.digitalbridgellc.com/press/vertical-bridge-holdings-llc-secures-over-500-million-additional-investable-capital
I would say 1.79 to 2.86 based purely on the common. It looks to me that there is either 80 mm or 50 mm shares of common. I'm not 100% which it is but that would be the correlation based on 143mm and excluding the preferred.
steel8000, Please post the link to your News? Vertical Bridge web site and Cig website have no news posted.
Can I buy some stock Yesterday? Ha Ha.
Very unusual for a company to put out news on a Saturday unless you want share price to percalate over the weekend
PR is out to sell the company. Whoa Steel's info was right. This thing will soar now. All we had to do was hang in there.
Statement of Changes in Beneficial Ownership (4)
Date : 03/17/2015 @ 5:52PM
Source : Edgar (US Regulatory)
Stock : Cig Wireless Corp. (QB) (CIGW)
Quote : 0.17 0.0 (0.00%) @ 10:05AM
Statement of Changes in Beneficial Ownership (4)
Print
Alert
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Camellia Partners, LLC 2. Issuer Name and Ticker or Trading Symbol
CIG WIRELESS CORP. [ CIGW ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director __ X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
51 BEDFORD ROAD, SUITES 3 & 4 3. Date of Earliest Transaction (MM/DD/YYYY)
3/13/2015
(Street)
KATONAH, NY 10536
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Convertible Preferred Stock $1.00 (4) 3/13/2015 J (1) 20228574 3/13/2015 (5) Common Stock 20228574 (1) 109430976 (6) I (2) (3) See footnotes (2) (3)
Explanation of Responses:
( 1) CIG Wireless Corp. (the "Issuer") issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") and Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"), pursuant to certain rights of Fir Tree Capital and Fir Tree REF III contained in the Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Issuer ("Certificate of Designation"), 20,228,574 shares of Series A-2 Convertible Preferred Stock, $0.00001 par value per share (the "Series A-2 Preferred Stock").
( 2) The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock") or Series A-2 Preferred Stock, of the Issuer owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership.
( 3) Camellia Partners, LLC, the general partner of Fir Tree Capital, and Fir Tree Inc., the investment manager of Fir Tree Capital and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree Inc., and Andrew Fredman, a principal of Camellia Partners, LLC , at the time of the transaction, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.
( 4) The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.
( 5) There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designation.
( 6) As discussed in Amendment No. 7 to Schedule 13D filed by Fir Tree Inc., Fir Tree Capital and Fir Tree REF III with the Securities and Exchange Commission on February 13, 2015, Fir Tree Capital and Fir Tree REF III agreed to and acknowledged the cancellation and disposition to the Issuer of 5,106 shares of Series A-2 Preferred Stock effective as of January 21, 2015. The 5,106 shares of Series A-2 Preferred Stock were canceled and disposed of to the Issuer for no value, as approved by the Issuer's board of directors. The cancellation was not required to be reported on Form 4 due to an available exemption from Section 16 of the Exchange Act.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Camellia Partners, LLC
51 BEDFORD ROAD
SUITES 3 & 4
KATONAH, NY 10536
X
TANNENBAUM JEFFREY
505 FIFTH AVENUE
23RD FLOOR
NEW YORK, NY 10017
X
FIR TREE INC.
505 FIFTH AVENUE
23RD FLOOR
NEW YORK, NY 10017
X
Fredman Andrew
7301 SW 57TH COURT
SUITE 410
SOUTH MIAMI, FL 33143
X
Signatures
/s/ Jeffrey Tannenbaum, a Principal of Camellia Partners, LLC 3/17/2015
** Signature of Reporting Person Date
/s/ Jeffrey Tannenbaum 3/17/2015
** Signature of Reporting Person Date
/s/ Jeffrey Tannenbaum, Principal of Fir Tree Inc. 3/17/2015
** Signature of Reporting Person Date
/s/ Andrew Fredman 3/17/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Cig Wireless Corp. (QB) (OTCBB:CIGW)
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Doesn't look to me that DD would turn up martinis as a drink of choice or a buyout of the company. Just sayin!
These are assumptions and info that has been sponged from the Internet ,you can do your own d dilegence just start digging for info ,nothing to be careful about no worries here ,I welcome an investigation ,MA tutti so no qua!god bless and good luck to all cause this company is a winner
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