Elah Holdings Inc fka RELYQ (ELLH)

[umiak]

Nice pop!

[EM]

Elah holdings, inc. new name for Rely if/when plan will be approved.

[EM]

Thanks. I think/hope 210/GS Will give you the chance to exit sooner rather than later.

Good luck

[Enterprising Investor]

My entry point is completely irrelevant to today's market price.

I "entered" in 2014, having paid prices from $9.93 all the way down to more recent $.32. I even bought shares today. Needless to say, it will take many years to average down to something at least close to market.

Not one of those people who hopes that the price falls further so I can buy more. If it does (and probably it will most likely will), I most certainly would.

[EM]

What’s your entry pt?

[Enterprising Investor]

Debt is converted into new shares.

Legacy shareholders are lucky to be tossed a bone.

[JACKYB86]

Part 2 of my initial question.

Does anyone have an understanding of what happens to the debt issue that the company was carrying? I believe there was about $350 million that was set to mature in Jan 2019.

Is all of that out there still after the restructuring? I've tried to look through the filings and I understand that the debt holders and DIP financiers are getting about half of the new equity, but has any of the debt been exchanged for equity or is there any talk of that happening?

It seems that all the value really accrues to the debt holders unless the company does an acquisition that generates earnings quickly after the deal and begins making use of the NOLs. Perhaps at that point they can roll the debt on better terms. I see financiers have guaranteed a $500mm line of credit for acquisitions. That alone (in my view) makes the equity worth holding.

[carbonfiltered]

Anything in that range would be a prime entry.

[EM]

210/GS avg pps is $0,19 - $0,24 pre R/S .... after R/S will be $19 - $24 ....

[carbonfiltered]

Hope so... most likely lower, sometimes people can’t see past BK/delisting/RS

[EM]

Thanks for the confirmation.

So it will continue to trade on OTC pink sheets? We might have the chance to buy at 210/GS avg soon

[carbonfiltered]

IR confirmed this to me last week. Going to pink sheets after as well.

[EM]

Common shareholders (class 5) will suffer a 100:1 R/S ....
Basically if you own now 100.000 at 0,38 .... $38.000, after R/S you will own 1.000 at $19 or 24$ .... $19.000 or $24.000.

[JACKYB86]

Proxy

I've voted my shares in favor of the deal since it seems that the common equity gets 20% of the new stock if the class votes in favor of the deal vs. 16% if we do not reach a majority approval.

I have 2 Questions:

1.) I also read the $0.19 - $0.24 recovery in the materials that were mailed, but how is that calculated?

2.) What happens to the $300+ million in debt that is due January 2019? If it survives, what's been accomplished here? The company remains choked with debt....

[EM]

Implied value should be 0,19$ - 0,24$ before R/S

[EM]

May 1st is coming. If approved, common shareholders (class 5) will suffer a 100:1 R/S .... implied value after plan approval is 19$ to 24$

[EM]

No volume ....

[EM]

Agree, hope we can have the chance to add at lower prices ....

I think 0,19 - 0,24 range possibile in the coming weeks if we classe 5 shareholders will incur in a 100:1 R/S

[value1008]

Nice to see some strength here on this one.... I hope, for anyone still holding here, that it zooms back up to at least 0.40s or higher. But i think that might certainly be the place to exit shares and wait for what will likely be a much lower re-entry point as some of the identified developments come to pass at further stages through the BK and re-org.

[EM]

Nice!!

[value1008]

Exited my 16.5k shares today at 0.32 avg for the tiniest gain ($250).

Betting that with all the changes yet to come with the BK and reorganization i can buy lower.

But before i buy in again, i'd like to see more non-legalese clarity, i.e., a PR from RELY and presumably new mgmt guys from 210/GSAM group about just exactly what is going to happen with the share structure. Preferred shares and reverse splits make this a more complicated situation than we had with 210 Capital and PIOI/PIOE.

[EM]

Class 5 shareholders will incur in a 100:1 R/S .... is that right? So I think it could go from 0,19 to 0,24 range ....

Thoughts appreciated

[EM]

I wouldn’t call it dilution when I was in ACPW (then P10) it was trading at 0,17/0,20 .... then they cancelled or A/S and issued a new one, 210 took position at 0,215 and common shareholders took equity of new commmon shares in a 1:1 basis .... it just went up from there!

Here we have a different situation ....
210/GS will took position at $19 to $24 ($17,5mm for 49% or 725K shares) but the main question is how much will be for us class 5 shareholders the R/S? 100:1?

[Enterprising Investor]

Agreed.

I like to buy at prices close to those objecting capital.

[freddie me]

***Exactly my point - Thursday news was horrible

You have absolutely no idea what you are doing

And all your hype is doing is getting bunch of people that know even less than you to levitate the stock, so you can all lose money

[value1008]

That's why i said i was going to trade a bit for very small gains and then wait for a much lower, better price. I may only breakeven in the initial trades or even lose a little bit. I thought the news Thursday might bump this up.

Thanks for your concern!

[freddie me]

***I think you are practically guaranteed to lose money paying that .30 price

You clearly dont understand the situation, otherwise there is no way you would do something so "foolish"

Anyone that blindly follows you is twice as "foolish"

I am probably going to unfollow this board, mostly bunch of guys no idea what they are talking about pumping a stock that is WAAAY overpriced

[value1008]

Enrico, not sure which post of yours you are referring to....

My thought (and i'm no expert on these things, still a novice) is that, similar to what happened with PIOI/PIOE, there was a lot of dilution when 210 Capital came in as "white knight investors" to save common shareholders. There was then a double dilution event when RCP Advisors was acquired in the long-awaited acquisition. And yet common shareholders have seen their shares greatly increase in value since last June when the stock began to trade again on the OTC, even though common shareholders were diluted by a factor of four.

Similarly, the RELYQ case here with the entry of 210 Capital and GSAM is going to create dilution, but common shareholders will eventually, we hope, come out way ahead (like the preferred shareholders, too) whenever a profitable target co. is acquired and the news juices the pps over subsequent weeks if the story indeed looks very lucrative.

But as i said in my post to Freddie, it will require a lot of patience, just like PIOI/PIOE shareholders had to exercise and maintain.

And yes, to repeat, we may see the pps sag or even plunge (gulp) in the coming weeks as people unfamiliar with the process (retail shareholders) or simply impatient and wanting to swing-trade their money elsewhere, head for the exits.

I think we get a bump up in price early this next week on the court news this past Thursday. Not sure where the price goes in the weeks up until the confirmation and those other important dates you set out for everyone here.

[EM]

Value, any thoughts about my last post regarding the pps recovery for us class 5 common shareholders?

[value1008]

The entire story here depends on two big factors: 1) getting through the BK reorganization unscathed; 2) 210/GSAM principals finding just the right acquisition target or targets.

It's after those unknowns become knowns that one could see the big gains here. But it will require lots of patience.

Anyone who thinks they can enter quickly at this point and flip for quick large gains is deluded.

[freddie me]

This one should/will trade below .20 imo

And thats before control parties have opportunity to steal rest of company from holders

Dont believe the hype of those that have no idea what they talking about

[EM]

Is that just a coincidence?

1. 210/Goldman Sachs will buy 49% of new issued shares for $17,5mm.
The shares of New Common Stock that shall constitute 49% of the New Common Stock issued and outstanding as of the Effective Date (on a fully diluted basis), to be issued by the Reorganized Debtor and purchased by the SPA Investors pursuant to the SPA in exchange for the SPA Purchase Consideration. 49% of the shares of Common Stock issued and outstanding as of the Effective Date (on a fully diluted basis) is expected to be 725,812 or 907,265 shares, depending on whether Class 5 votes to accept or reject the plan, respectively.
So based on new O/S of 1,481,250 (or 1,851,563) and $17,5mm price paid by 210/GS:
- if new issued shares will be 725.812: they will pay them $24 per share
- if new issued shares will be 907.265: they will pay them $19 per share

2. https://www.sec.gov/Archives/edgar/data/38984/000155837018002665/ex-99d2.htm pag. 2 " preliminary interest" they state "Class 5 Allowed Common Interests will receive an estimate recovery of $0.19-0.24/share. The high range recovery estimate is based upon Class 5 voting to accept the Plan, thereby retaining 20% of New Common Stock, valued at $7.1 million based on a current total share count of 29.8 million. In the event that Class 5 does not vote in favor of the Plan, Class 4 will retain 35% of New Common Stock valued at $12.5 million; Class 5 will retain 16% of the equity in reorganized equity valued at $5.7 million. Class 6 Allowed Warrant/Option Interests are not estimated to receive any recovery under the Plan".

So $0,19 to $0,24 recovery for us class 5 shareholders based on current O/S of 29,8mm and $19 to $24 for 210/GS based on new O/S 1,481,250 (or 1,851,563).

Thoughts appreciated.

[oich]

I believe that is a ch 7 analysis but I just took a quick look. I’ll read in more detail later.

[EM]

Doc 644 filed on prime clerk on 03/29/2018

[oich]

Where does it say .19-.24 per share?

[EM]

EI thanks for your insight again ....
A few question for the board:

1) we common shareholders (class 5) will take 16%/20% of the new issued shares. That said why they said class 5 will receive an estimated recovery of 0,19 to 0,24 per share?

2) 210/GS will have 49% of the co. (As they did in PIOE) paying $17,5mm for approx 725.812 (or 907,265) that means they are paying $24 (or $19) per share. Is that correct?

Combining the two questions, the answer could be that the estimated recovery for us (0,19 to 0,24) is not R/S split adjusted (1:1000).

[EM]

Thanks for pointing it out. Sounds great.

[value1008]

That's 210 Capital's address-- Robert Alpert and C.Clark Webb.

You can read about those guys at the management team info for PIOE:
http://ir.p10holdings.com/corporate-governance/management

They're both a couple of Princeton U grads....

-------------------
Robert H. Alpert
Chairman of Board of Directors and Co-CEO [of P10 Holdings]

Robert H. Alpert is founder and general partner of RHA, Inc. and Atlas Capital Management, L.P. (collectively "Atlas·). From October 1995 to September 30, 2015, he was responsible for the investments and operations of Atlas Capital Management (a long-short strategy). Atlas Capital Management has transitioned to Robert's family investment vehicle. Robert is also the co­ founder of Homebuilder Capital Advisors LLC (a real estate specialty finance company), a managing member of 210 Capital, LLC., a managing member of Prime Sleep, LLC (a mattress retailer in Kansas City), Director of Redpoint Insurance Group (a Texas P&C company), and an Advisor to CA Partners (a fund of funds). Prior to founding Atlas, Robert was a portfolio manager for Luther King Capital Management (1990-1995). Prior to joining LCKM, Robert was a Management Associate at Paine Webber (1987-1989)

Robert holds a BA from Princeton University (1987) and an MBA from Columbia University (1990). Robert is married with three children. Robert is an active member of Watermark Community Church. Robert and his wife founded a private foundation, Covenant Charities, Inc. Robert is currently on the Board of The Halftime Institute and Dallas Theological Seminary. He is also a co-founder of Lemonade Day-Dallas.

C. Clark Webb
Director and Co-CEO [of P10 Holdings]

C. Clark Webb is Founder and Managing Member of P10 Capital Management, LLC. Prior to forming Pl0 Capital Management, Clark was CoPortfolio Manager of the Lafayette Street Fund, a multi-billion dollar opportunistic equity strategy, and a Partner at Select Equity Group, L.P., an asset manager with over $20 billion in assets under management. Clark graduated from Princeton University and serves on the Board of Trustees of Christian Union.

[Enterprising Investor]

HQ is apparently moving to Big D.

REAL INDUSTRY, INC.
8214 Westchester Drive, Suite 950
Dallas, Texas 75225

Shareholder meetings will be much easier for me to attend.

[value1008]

EI, i appreciate your wisdom gained through painful experience.
I think we all have experience of being deeply humbled by the stockmarkets and certain stocks in particular!

[Enterprising Investor]

Not my first rodeo.

And sad to say, not my first rodeo here.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=36883621

[value1008]

Beautiful reply, Enterprising-- makes everything crystal clear as to what share structure will look like after the reorganization.

And yes some of us are very clear about those "Change of Ownership" rules of the IRS, having gone through this with PIOI/PIOE and 210 Capital.

[Enterprising Investor]

210 Investor and GSAM Investors will control 49 percent of the New Common Stock on the Effective Date.

At 4:00 p.m., prevailing Eastern Time, on the Effective Date, all issued and outstanding (a) capital stock (including Common Interests and Series B Preferred Stock), limited liability company interest, partnership interest, equity security (as defined in section 101(16) of the Bankruptcy Code) or other ownership, beneficial or profits interest of the Debtor, and (b) option, warrant, security, stock appreciation right, phantom unit, incentive, commitment, call, redemption right, repurchase right or other agreement, arrangement or right of any kind that is convertible into, exercisable or exchangeable for, or otherwise permits any Person to acquire, any capital stock (including common stock and preferred stock), limited liability company interest, partnership interest or other equity security or other ownership, beneficial or profits interest of the Debtor (whether or not arising under or in connection with any employment agreement), including any Warrant/Option Contract, shall be deemed cancelled pursuant to the terms of the Plan and Confirmation Order without the need for any further action on the part of the Debtor, the Reorganized Debtor, the Holders of Series B Preferred Interests, the Holders of Common Interests, or their respective agents. Immediately thereafter, shares of New Common Stock issued by the Reorganized Debtor shall be deemed issued to the applicable Holders of Allowed Series B Preferred Interests and Allowed Common Interests in Class 5 as provided for in Article IV of the Plan as of 4:00 p.m., prevailing Eastern Time, on the Effective Date. For the avoidance of doubt, as of the Effective Date, the total number of (x) authorized shares of New Common Stock in the Reorganized Debtor shall be 5,000,000, (y) issued and outstanding shares of New Common Stock in the Reorganized Debtor shall be approximately 1,481,250 if Class 5 votes to accept the Plan or approximately 1,851,563 if Class 5 votes to reject the Plan, and (z) authorized shares of Series A Preferred Stock shall be 5,000. All such New Common Stock shall be duly authorized, validly issued, fully paid, and non-assessable, and shall be subject to the terms and conditions of the Reorganized Debtor’s New Organizational Documents, the Rights Agreement, and the Rights Agreement Amendment. All such New Common Stock, including the SPA Investors Common Stock, shall be deemed issued as of 4:00 p.m., prevailing Eastern Time, on the Effective Date regardless of the date on which such shares of New Common Stock are actually distributed. In connection with the shares of New Common Stock to be issued pursuant to the Plan in exchange for Series B Preferred Interests or Common Interests in the Debtor existing and outstanding immediately prior to 4:00 p.m., prevailing Eastern Time, on the Effective Date, the Reorganized Debtor need not provide any further evidence to DTC other than the Plan or the Confirmation Order. For the avoidance of doubt, any time-based vesting conditions applicable to Common Interests as of the Effective Date shall be deemed accelerated and all such Common Interests shall vest in the Holders of such Common Interests as of the Effective Date, and all such Holders shall be entitled to receive their pro rata share of the New Common Stock, provided that Holders of such Common Interests and related New Common Stock shall be obligated to the Debtor or Reorganized Debtor, as applicable, to reimburse the Debtor or Reorganized Debtor in cash for any payroll tax withholding obligations incurred by the Debtor or Reorganized Debtor relating to the Holders’ receipt of the New Common Stock. For the avoidance of doubt, as of 4:00 p.m., prevailing Eastern Time, on the Effective Date, any Holder of equity addressed in Class 6 of the Plan shall no longer be a Holder of any equity interest of the Debtor from and after such time.

[Enterprising Investor]

Common shareholders own 100 percent today.

Preferred shareholders will receive cash and 35 percent of the New Common Stock via the Plan.

Common shareholders will receive 16 percent under the Plan. If the class votes in favor, an additional 4 percent will be allocated. The result would then be a 20 percent stake.

Preferred and common shareholders will control between 51 and 55 percent of the New Common Stock.

Why is 51 percent important?

The Debtor also has substantial tax attributes (the NOLs described above), the Debtor’s use of which could become subject to severe limitations under Sections 382 and 383 of the IRC in the event there is an “ownership change” of the Debtor as defined in Section 382 of the IRC. Generally, an “ownership change” occurs if the percentage (by value) of the stock of a corporation owned by one or more 5% shareholders has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the three-year testing period ending on the date of the ownership change. The Debtor anticipates that the issuance of New Common Stock pursuant to the SPA and the Plan will cause the Debtor to have an “ownership change.” However, there is an exception in Section 382(l)(5) of the IRC, which provides that an “ownership change” of a debtor corporation occurring under the jurisdiction of a bankruptcy court in a title 11 case will not cause the debtor’s tax attributes to be limited under Sections 382 or 383 of the IRC if the shareholders and certain qualified creditors of the debtor corporation (determined immediately before such “ownership change”) own (after such “ownership change” and as a result of being shareholders or creditors immediately before such change) at least 50% of the stock of the debtor corporation. The Debtor believes that it will be eligible for this bankruptcy exception under Section 382(l)(5) of the IRC and that, as a result, its NOLs will not be limited because of the “ownership change” occurring as a result of the closing of the Plan. However, because the Debtor will rely on this bankruptcy exception, its then-remaining NOLs will be reduced to zero if it undergoes another “ownership change” within two years after the effective date of the Plan. The provisions of the New Organizational Documents, including the Charter Amendment and the Rights Agreement Amendment, that restrict future buying and selling of the New Common Stock are intended to minimize the possibility that such a second “ownership change” might occur.

Everyone needs to put there thinking caps on and vote FOR the plan.

Where is my ballot? o:)

[EM]

I don’t get it as well: A/S will be 5.000.000 and O/S will be approx 1.500.000 for both 210/GS and class 5 shareholders. Not getting how they arrive to those percentages

[value1008]

Can anyone figure out what this means, from doc. #648, p. 36, about the Class 5 common shareholders?

Treatment: Each Holder of an Allowed Common Interest shall receive, on the Effective Date as more fully described in the Plan, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Common Interest, its Pro Rata share of 16% of the total of the New Common Stock of the Reorganized Debtor issued and outstanding as of the Effective Date (on a fully diluted basis, provided that no fractional shares of New Common Stock shall be issued, and any fractional share shall be rounded up or down to the nearest whole share as set forth in the Plan), plus its Pro Rata share of Debtor’s RAIH Recovery Class 5 Share. In the event that Class 5 votes in favor of the Plan, each Holder of an Allowed Common Interest will be entitled to receive, in addition to the treatment provided for above, its Pro Rata share of an additional 4% of the total, for a total of 20% of the New Common Stock of the Reorganized Debtor issued and outstanding as of the Effective Date (on a fully diluted basis, provided that no fractional shares of New Common Stock shall be issued, and any fractional share shall be rounded up or down to the nearest whole share as set forth in the Plan).

[EM]

My pleasure!

[value1008]

Thanks for those dates, Enrico!

[EM]

Confirmation of the plan May 1, voting deadline April 25, deadline for filing objections to the plan April 26

[value1008]

Just one of the things that gives me pause here, for instance, in terms of getting overly confident at this early stage of the game is to read through yet another doc filed at PrimeClerk.com today (3/30/18):

--doc #653, with all the discussion of "Proofs of Claim filed against the Debtors [Real Industry, Inc.]" by various parties.

It's this kind of thing that keeps me from going in bigger at this point, and it also makes me think i should probably trade around those 16.5k shares i currently have -- eg., for little 4% and 5% gains (if possible!)-- in hopes that i might be able to re-buy them much lower over the coming next few months....

The next major hearing date looks to be May 1, no? (or did i miss an intervening important date?)