First Place Financial Corp.(fka FPFCQ)

[beambe]

good point

[GoodReward]

FPFCQ on watch for tomorrow...

[Bobbafet]

BREAKING NEWS: 8-K was a joke...dump coming!

[retireat40]

good point...

[Hattori Hanzo]

Enough, really.

[GoodReward]

http://www.americanbulls.com/StockPage.asp?CompanyTicker=FPFCQ&MarketTicker=OTC&TYP=S

[GoodReward]

Wouldn't providing a link to the opening first comment of 'IMO shorts are covering' completely stopped any other speculation ???

Funny how that works most of the time.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=83398277

[jaxstraw]

Not that I don't believe you but could you provide a link. Thank you.

Wouldn't providing a link to the opening first comment of "IMO shorts are covering" have completely stopped any other speculation ???

Or comments of 'Talmer bought out all commons of FPFCQ' ?

Funny how that works most of the time.

[beambe]

It will be so

[GoodReward]

Not that I don't believe you but could you provide a link. Thank you.

[retireat40]

LMAO...there are no shorts here.

[HDOGTX]

IMO shorts are covering.....

[GoodReward]

HDOG, do you think there's any chance they try for a re-test of .10 this week?

[GoodReward]

Up 80% and this board is so quiet... Weird wild stuff.

[GoodReward]

either way. :)

[jaxstraw]

Disagrees with what is known provable fact and is verifiable in the court documents ?

That's not disagreeing with me.....that's is disagreeing with what the Federal Judge approved and allow to be executed within the Ch11 process.

[GoodReward]

Well, someone obviously disagrees with you, by bidding it up 60%. lol

[jaxstraw]

'seems quite simple'....

Only to anyone who is not familiar with this case, the fact First Place Bank no longer belongs to FPFCQ, and really does not have a good grasp of how a CH11 case must proceed and the rules involved.

The $200mm went to First Place Bank which has no affiliation to FPFCQ anymore....it was sold on Jan 1.

Read the APA and understand...here's a good FPFCQ CH11 refresher for you...

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=83385362

And Talmer is paying the $2.75mm needed to 'bring out of bankruptcy' FPFCQ by having the court approve to let an outside entity assume the payments of FPFCQ'S fees that include attorneys for the debtor, financial advisers and claims and noticing agents.

Debtors in CH11 can not have another entity pay their bills....lol.

This is basic stuff here.

The $200mm is long gone and has nothing to do with FPFCQ.

[GoodReward]

HDOG, you still around these parts? You went awfully quiet there... Is that your bid at .003, seems like a good entry price. imo

[HDOGTX]

In addition Talmer to provide $200 million in capital to move the company out of bankruptcy, seems quite simple.....

[jaxstraw]

'Move out of bankruptcy' is referring to the fact included in the 'deal' is that Talmer Corp is funding all the bankruptcy expenses that will total about $2.75mm. It's included in the APA.

Officials from the bankrupt First Place Financial Corp. are asking a judge to set up rules for the presumed new owner of First Place Bank to pay the expenses of the attorneys and advisers involved in the case.

Under the Asset Purchase Agreement between Warren-based First Place and Michigan-based Talmer Bancorp., the purchaser agreed to pay all professional fees and expenses incurred from the Oct. 29 bankruptcy filing and the purchase closing date, totaling up to $2.75 million. The fees include attorneys for the debtor, financial advisers and claims and noticing agents.

http://tribune-chronicle.com/page/content.detail/id/580946/New-First-Place-owner-to-fund-bankruptcy-expenses.html?nav=5003

[GoodReward]

This is all too complicated for my pea size brain to handle. I wouldn't mind joining in with the volume at .003 though...

[beambe]

Volume

[ClearlyStocks]

FPFCQ Talmer bid $45 million and said it would infuse more than $200 million in capital to move the company out of bankruptcy. Talmer also promised to cover First Place's debt in the amount of $60 million.

Moving out of bankruptcy

[jaxstraw]

What 'deal' are you referring too based on this post you responded about.....that 'deal' is done and left the company with no assets.

FPFCQ Talmer bid $45 million and said it would infuse more than $200 million in capital to move the company out of bankruptcy. Talmer also promised to cover First Place's debt in the amount of $60 million.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=83169517

[ClearlyStocks]

Deal still possible it seems. Someone loading

[ClearlyStocks]

Nearly MILLION bid FPFCQ

[jaxstraw]

Someone might be taking a bet that FPFCQ will be able to negotiate with Treasury and have the TARP debt eliminated, reduced, or extended.

If that becomes the case than the undetermined value of the NOL's might make buying at some level a risk some investors might be willing to take.

But without a company having assets to generate positive cash flows the NOL's really wouldn't add much, to any, shareholder value IMO. Others might want to chime in on that since accounting principles are not my forte.

And there is some precedent as far as Treasury forgiving the debt...but it is rare.

http://www.bizjournals.com/columbus/blog/2012/06/tarp-forgiveness-for-cfbank-not-so.html

[ClearlyStocks]

Clear till 10 as per L 2

[Welsh_Dragon]

Buyer in the market today 0.0079 vs 0.008

[ClearlyStocks]

Buying here :) morw

[shurtha2000]

Is this a good buy under .01

[ClearlyStocks]

Someone eating up shares again

[jaxstraw]

I have no idea how it was used nor do I care...that is irrelevant to the Ch11 proceedings.

What is relevant is First Place Financial Corp is the entity that is still responsible to US Treasury for the obligation of repayment, and that none of that obligation was included in the 363 sale of First Place Bank to Talmer Corp.

And when looking at how the Absolute Priority Rule stands, the Preferred Shares that Treasury possesses must be in line before common equity. Even if FPFCQ can have the NOL's preserved and valued at 'X' amount, common shareholders must wait to see how the Preferreds Treasury holds will be dealt with in any distribution.

And as of right now, with FPFCQ having no remaining assets according to the 8-K,( except possible NOL's which are being presently valued below the value of the preferreds) it is highly unlikely common equity will see any distribution.

[sprtcrdlui]

so you saying that the $72 million did not go to first place bank at all. the treasury departments bailout money was never used for first place bank at all.

[jaxstraw]

Jaxstraw First Place Bank stock is private and not Publicly Traded is what you Stated.

Correct.
It is easy to distinguish when comparing the First Day Motions and then the Asset Purchase Agreement.

From the Asset Purchase Agreement on Dec 20, 2012

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8979946

3.2 Capitalization of the Bank .

(a) Ownership . The authorized capital stock of the Bank consists of 33,000,000 shares of common stock, $1.00 par value (the “ Common Stock”), of which 560,198 shares of Common Stock are outstanding and 3,000,000 shares of preferred stock, $1.00 par value (the “ Preferred Stock”), of which no shares of Preferred Stock are outstanding. No other shares of capital stock of the Bank are issued or outstanding. All of the outstanding shares of Common Stock and Preferred Stock are directly and beneficially owned and held by the Company and have been duly authorized and validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof, have been issued in full compliance with all federal and state securities laws and other Legal Requirements, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and are free and clear of all Encumbrances.

And from the DECLARATION OF DAVID GIFFORD (COO) IN SUPPORT OF FIRST DAY MOTIONS and from The FIRST DAY PETITIONS

http://www.scribd.com/doc/112071807/First-Place-Declaration
http://www.scribd.com/doc/112071735/First-Day-Petitions

{BAY:02146196v1} -
4-
665032
B. Capital Structure
10.

First Place’s primary creditors are three capital trusts affiliated with First Place: First Place Capital Trust, First Place Capital Trust II, and First Place Capital TrustIII (collectively, the “Capital Trusts”). The Capital Trusts collectively hold junior subordinated deferrable interest debentures (the “Debentures”) with a face amount of approximately sixty-two million dollars ($62,000,000). The Capital Trusts acquired the Debentures with proceeds from trust preferred securities issued by the Capital Trusts that were sold to the investing public through “private placement” offerings.11.

First Place also maintains outstanding common and preferred equity interests. First Place’s common shares were previously traded on the Nasdaq market until First Place’s delisting from the Nasdaq in November, 2011. Upon information and belief, First Place’s common shares continue to be traded in various “over the counter”markets. As of the Petition Date, First Place had approximately 18.1 million outstanding common shares.12.

First Place’s preferred shares were issued to the United States in March,2009 in connection with the Troubled Asset Relief Program (i.e. the TARP program).The First Place preferred shares are to pay a cumulative, 5% dividend for the first five (5)years of issuance and 9% per annum thereafter. In connection with its acquisition of the First Place preferred shares, the United States also received a warrant to purchase approximately 3.67 million First Place common shares at a strike price of $2.98/share.As of the Petition Date, there were approximately 72,900 outstanding First Place preferred shares

And from the Petition...

(D.) Number of shares of preferred stock: - 72,927 shares outstanding
(E.) Number of shares of common stock: - 18,115,867 shares outstanding

So.............

The Debtors list as Equity in First Place Financial Corp in the First Day Petitions

18,115,867 - outstanding common shares
72,927- outstanding preferred shares

But in the Asset Purchase Agreement approved by the Court they sell all the outstanding common shares of First Place Bank...

560,198- outstanding common shares
0 -Preferred Shares because "of which no shares of Preferred Stock are outstanding"

First Place Bank outstanding common stock was privately held and they had no Preferred shares outstanding.....that what was Talmer Corp purchased.

They did not take on any of the 72,900 Preferred Shares issued to TARP. Nor Did Talmer Corp take on any of the 18,115,867 outstanding common shares held by equity owners of First Place Financial Corp.

I keep telling everyone to read the APA...it spells it all out and was approved by the Court.

[jaxstraw]

All these statements are false and completely inaccurate.
The very link you provide proves it.....no where on that link is First Place Bank mentioned ...it only has First Place Financial Corp listed as the TARP fund loan recipient


Now for First Place Bank to get Bailout Money
First Place Bank did not get bailout money...First Place Financial Corp was the recipient


I showed the Dates that First Place Bank Made the Payments
First Place Bank did not make payments....First Place Financial Corp did.

why would the United States Treasury Department stop taking Payments from First Place Bank
First Place Bank did not make payments to Treasury First Place Financial Corp did.

Here is the link you provided....kindly point to any section that lists First Place Bank and not First Place Financial Corp...

http://projects.propublica.org/bailout/entities/208-first-place-financial-corp

[sprtcrdlui]

Jaxstraw Updated list Jan 10 2013 Shows First Place Bank owing
$65,917,905 out of the $72,927,000.
Where did you Get $73,000,000 from.
Here is the Jan 10 2013 list of Bailout Recipients still

Its shows First Place Financial Corp Bank still oweing $65,917,905 out of the $72,927,000

http://projects.propublica.org/bailout/list


This The Payments First Place Bank Made to the Government


02/15/2011 Dividend $911,588 CPP Dividend - Cumulative
11/15/2010 Dividend $911,588 CPP Dividend - Cumulative
08/16/2010 Dividend $911,588 CPP Dividends payment
05/17/2010 Dividend $911,588 CPP Dividends payment
02/16/2010 Dividend $911,588 CPP Dividends payment
11/16/2009 Dividend $911,588 CPP Dividends payment
08/17/2009 Dividend $911,588 CPP Dividends Paid in Aug. 2009
05/31/2009 Dividend $627,982 CPP Dividends Paid Through 5/31/2009
03/13/2009 Purchase $72,927,000 CPP Purchase - Preferred Stock w/ Warrants

http://projects.propublica.org/bailout/entities/208-first-place-financial-corp

[sprtcrdlui]

Jaxstraw First Place Bank stock is private and not Publicly Traded.
is what you Stated.

Now for First Place Bank to get Bailout Money they went through the
Capital Purchase Program (CCP) also known as the The `Healthy Bank` Program.

Most banks received their money through this program. When the Treasury Department started the Capital Purchase Program in October 2008, Treasury officials insisted that it was not a bailout for the banks, but rather a plan to help 'healthy' institutions lend in tough economic times. Some of the
participants, however, turned out to be not so healthy.

As for the terms, the Treasury purchased

"preferred shares in the banks with a 5 percent annual dividend."

After five years, the rate jumps to 9 percent. Treasury also received warrants to purchase stock in the companies at a set price.

http://projects.propublica.org/bailout/programs/1-capital-purchase-program

I showed the Dates that First Place Bank Made the Payments and I will list them again.


02/15/2011 Dividend $911,588 CPP Dividend - Cumulative
11/15/2010 Dividend $911,588 CPP Dividend - Cumulative
08/16/2010 Dividend $911,588 CPP Dividends payment
05/17/2010 Dividend $911,588 CPP Dividends payment
02/16/2010 Dividend $911,588 CPP Dividends payment
11/16/2009 Dividend $911,588 CPP Dividends payment
08/17/2009 Dividend $911,588 CPP Dividends Paid in Aug. 2009
05/31/2009 Dividend $627,982 CPP Dividends Paid Through 5/31/2009
03/13/2009 Purchase $72,927,000 CPP Purchase - Preferred Stock w/ Warrants

http://projects.propublica.org/bailout/entities/208-first-place-financial-corp

Now why would the United States Treasury Department stop taking Payments from First Place Bank?

Why would United States Treasury Capital Purchase Program
Give up First Place Bank preferred shares to Mr. Talmer . When First Place Bank still hasn't paid off the Tarp Bail Out Money through the Capital Purchase Program ?

[sprtcrdlui]

JAXstraw First place Bank has been paying Through CPP

This The Payments First Place Bank Made to the Government


02/15/2011 Dividend $911,588 CPP Dividend - Cumulative
11/15/2010 Dividend $911,588 CPP Dividend - Cumulative
08/16/2010 Dividend $911,588 CPP Dividends payment
05/17/2010 Dividend $911,588 CPP Dividends payment
02/16/2010 Dividend $911,588 CPP Dividends payment
11/16/2009 Dividend $911,588 CPP Dividends payment
08/17/2009 Dividend $911,588 CPP Dividends Paid in Aug. 2009
05/31/2009 Dividend $627,982 CPP Dividends Paid Through 5/31/2009
03/13/2009 Purchase $72,927,000 CPP Purchase - Preferred Stock w/ Warrants

http://projects.propublica.org/bailout/entities/208-first-place-financial-corp

[ROX21]

Does anyone use Fidelity , I notices the ask is .64 and bid is .60 is there something in the works, In The past. It showed a much lower ask.

[jaxstraw]

From the Objection of US Treasury that was overruled by the court allowing the sale to Talmer to progress without the NOL's included,(which Treasury was arguing might have offset some of the TARP funds that would still be owed if included) and over objections of to the bidding procedures and price of the sale which would give Tteasury no recovery.

Court Doc #90



This scenario was also widely reported, that Treasury is still owed the funds, through the media outlets after the sale on Jan 1....here is one example.....

The sale of First Place Bank was completed during the Chapter 11 bankruptcy process of First Place Financial Corp., the bank’s parent company. The sale was approved by the bankruptcy court Dec. 14.

An objection to the sale from the U.S. Treasury Department filed in late November led Judge Brendan L. Shannon to reshape the terms of the deal to attract other competitive bids. No other bidders came forward.

First Place Financial Corp. still owes the U.S. Treasury Department $72.9 million in bailout funds paid to the bank in 2008. 'The debt is unrelated to the Talmer sale, and its payment will be dealt with further during bankruptcy proceedings.

The bankruptcy case has not yet been closed, and there is no agreement on what will happen with the debt owed to the Treasury Department.

http://www.vindy.com/news/2013/jan/03/sale-of-first-place-bank-to-talmer-final/

[sprtcrdlui]

First Place Financial Corp owes about $73 million to TARP from 2009 so they are still not 'debt free'.

After looking through court documents. First Place Bank Debts are all paid by Talmer . The Tarp money went to the First Place Bank not to First Place Financial Corp.
I will have to dig through the sections and post them.
Otherwise the Judge would not approve the Sale of First place bank.
Unless you can post what document states that after the Sale of First Place Bank. First Place Financial Corp would pay First Place
Banks Tarp money of $73,000,000.

[jaxstraw]

First Place Financial Corp owes about $73 million to TARP from 2009 so they are still not 'debt free'.

As far as the 'Q' coming off, there are still a few major milestones that need to be cleared through the court system before that can happen.....first and foremost the debt to TARP...it will have to be retired, renegotiated, or extended....a POR/DS needs to be presented and confirmed.....etc.

It would seem that it is still months away.....

....or this could become like many BK shells and never have the 'Q' removed.....

....but the least likely scenario is having it removed soon.

[sprtcrdlui]

jaxstraw , After reviewing the Court Documents. Talmer Bancorp pays all debt and assumes the $60 million in debt.
That makes FPFCQ debt free. First Place Financial Corp. will trade under current Stock Symbol. and will have the Q removed shortly. Is
that correct.

[sprtcrdlui]

I understand the first part about the Bank stocks. But the Second statement talks of additional stocks, Read Carefully.

In accordance with the Amended Purchase Agreement, the Purchaser
also assumed $60 million in subordinated notes (the "Assumed Securities") issued to First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III (the "Trust Preferred Issuers") and received the Company's common securities
issued by the Trust Preferred Issuers, certain tax assets, and all cash and cash equivalents held by the Company.

[jaxstraw]

Read it closely......

"On January 1, 2013, First Place Financial Corp., a Delaware Corporation (the "Company")

then.....

including all of the issued and outstanding shares of common stock of the Company's wholly-owned subsidiaries, First Place Bank and First Place Holdings, Inc.

The wholly-owned subsidiaries common stock is private and not listed on an exchange. Only FPFCQ is a public company.

It's really very simple.

'Stock' does not always refer to publicly traded shares available on an Exchange.

All large companies have a 'stock' share structure...but not all large companies make that share structure available to a public offering for common investors.

The shares are held by either initial investors/owners in the company, private entities that bought the private shares at a later date, or the parent company of a subsidiary.

It's a legal way of determining an ownership structure of a private company.

The way a parent company acquires a subsidiary is to control more than 50% of the voting rights of the private stock.

And First Place Bank is a private company....not a public company. It's stock was only divided among the Bank owners and First Place Financial Corp ( who had over 50% and all voting rights).

This is how private companies understand legally who owns what percentage of the entity.

[sprtcrdlui]

Your stocks are held by First Place Financial Corporation. ?

The 8k is states "On January 1, 2013, First Place Financial Corp., a Delaware Corporation (the "Company") completed the sale of substantially all of its assets, including all of the issued and outstanding shares of common stock of the Company's wholly-owned subsidiaries, First Place Bank and First Place Holdings, Inc., and certain other assets held in the name of the Company but used in the business of First Place Bank, to Talmer Bancorp, Inc.,"

The 8K also states In accordance with the Amended Purchase Agreement, the Purchaser also assumed $60 million in subordinated notes (the "Assumed Securities") issued to First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III (the "Trust Preferred Issuers") and received the Company's common securities issued by the Trust Preferred Issuers, certain tax assets, and all cash and cash equivalents held by the Company.

[GoodReward]

Someone might want to try to sell at .005 to see if that wall at .0058 is fake or not?

[GoodReward]

It seems that someone is keeping this above .0058 for a reason...