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1% sounds like the correct interpretation.
Let's see if the reorganization goes through (likely, given the recent filings)
AND if Northstar turns out to be worth more than $25 mil (No idea!!)
To me it's worth a small gamble.
Actually in reading it again, I believe current stockholders would only receive 1% of the merged company, how do you interpret this phrase
If the existing
unsecured creditors of the Company approve the Plan, the creditors and the
existing stockholders of the Company would own approximately 6% and 1%,
respectively, of the merged company; provided, however, that in the event that
the unsecured creditors vote as a class to reject the Plan and the Plan is
confirmed under the cram-down provisions of Section 1129(b) of the Code, the
creditors and the existing stockholders of the Company would own approximately
4% and 0%, respectively, of the merged company.
thank you
it is in the 02/01/2008 6:01AM EDGAR Ocean Power Corp - Quarterly Report of Financial Condition the (ANNUAL REPORT) one is where this is found, not the first Quarterly Report Section
It's in the last paragraph when referring to the Plan. they talk about it
The aforementioned consideration would be distributed to unsecured creditors of the Company under the proposed Plan. If the existing unsecured creditors of the Company approve the Plan, the creditors and the existing stockholders of the Company would own approximately 6% and 1%, respectively, of the merged company; provided, however, that in the event that the unsecured creditors vote as a class to reject the Plan and the Plan is confirmed under the cram-down provisions of Section 1129(b) of the Code, the creditors and the existing stockholders of the Company would own approximately 4% and 0%, respectively, of the merged company. The merger contemplated by the Plan would be subject to various closing conditions including, without limitation, (i) confirmation of the Plan, (ii) the negotiation and execution of definitive documents in form acceptable to the Plan Sponsor and the Merger Candidate, (iii) the satisfactory completion of the Plan Sponsor's due diligence on the Merger Candidate, and (iv) the absence of any material adverse change in the business of the Merger Candidate. The merger would be consummated pursuant to a merger agreement, which would contain, among other things, detailed and appropriate representations and warranties, affirmative and negative covenants and closing conditions customary for transactions of that type. The Plan Sponsor may withdraw at any time prior to the confirmation of the Plan and gives no assurance that agreement will be reached with the Merger Candidate with respect to the terms of such merger agreement.
PART I
Item 1. Description of Business.
This item contains forward-looking statements that involve uncertainties. Actual results could differ materially from those in the forward-looking statements due to a number of uncertainties, including, but not limited to those discussed below and in Part II, Item 6 "Management's Discussion and Analysis or Plan of Operations - Uncertainties Relating to Forward Looking Statements."
The Company was formed primarily as the result of the merger of PTC Holdings, Inc., a Delaware corporation, into PTC Group, Inc., an Idaho corporation. In July 1999, PTC Group, Inc. changed its name to Ocean Power Corporation and then changed its state of incorporation from Idaho to Delaware. The Company was a development stage company that intended to engage primarily in the business of developing and marketing water desalination and renewable power generation systems that were modular and mass produced.
The Company had a history of being financed primarily by raising capital through private placements of its stock and/or loans from third parties. The proceeds from the financing had been used to develop the Company's technologies, pursue acquisitions and make strategic alliances and pay operating costs. In September 2002, the Company was without sufficient capital to continue to operate and had been unable to identify sources of additional financing. The Board of Directors of the Company (the "Board") was concerned that a sudden cessation of operations would not provide the best means to maximize asset values. Therefore, at an October 3, 2002 meeting, the Board approved a resolution to commence negotiations with the Company's secured creditors, Algonquin Capital Management, L.L.C. ("Algonquin") and Hibernia Capital Management, L.L.C. ("Hibernia"), to commence a voluntary bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code ("Code"), and immediately thereafter, a sale of the Company's assets pursuant to Section 363 of the Code.
During the preceding twelve months, the Company had endeavored to stem severe cash flow shortages through, among other things, workforce and overhead reductions, and the consolidation of its business operations. Due to persistent cash flow shortages, the Company terminated substantially all of its employees.
As a result of a confluence of events, including a general contraction of available financing from capital markets and the then recent bankruptcy in Norway of Sigma Elektroteknisk, AS, a wholly owned subsidiary, at a Special Meeting of the Board on November 27, 2002, the Board unanimously consented to authorizing the Company to file a voluntary petition under Chapter 11 of the Code.
On December 1, 2002, the Company filed a voluntary petition under Chapter 11 of the Code with the United States Bankruptcy Court for the Southern District of New York ("Bankruptcy Court") (that and all subsequent related action, collectively, the "Bankruptcy Case"). On December 16, 2002, the United States Trustee appointed a creditors' committee pursuant to Section 1102(a) of the Code (the "Committee").
Simultaneously with filing the Chapter 11 petition, the Company filed an emergency motion to authorize it to obtain loans and advances under a Debtor-In-Possession Loan Agreement with Algonquin in order to continue operations so that the Company could attempt to maximize the value of its assets. The Bankruptcy Court entered an interim order approving the financing on December 5, 2002 and a final order was entered on December 20, 2002. In addition, the Company filed a motion in the Bankruptcy Case pursuant to Section 363 of the Code to approve the proposed sale of substantially all of its assets to Algonquin and Hibernia, subject to higher and better offers. By order dated February 6, 2003, the Bankruptcy Court authorized the asset sale agreement with Algonquin and Hibernia as modified by the Creditor Settlement Agreement and assumption and assignment of certain executory contracts, licenses and intellectual property rights for a credit bid of $2,000,000. As part of the Creditor Settlement Agreement, Algonquin and Hibernia reconveyed to the bankruptcy estate a 60% ownership in the Water Assets of the Company ("Water Assets"). The Bill of Sale consummating the sale was signed on February 19, 2003 (the "Primary Asset Sale").
Having sold its assets and ceased operations, the Company was not in a financial position to support the on-going operations needed to develop the Water Assets. On May 20, 2003, the Bankruptcy Court approved the sale of the Company's interest in the Water Assets to Oases Desalination International, Ltd.
("Oases") in exchange for their covenant to commercialize those assets and make certain royalty payments. Although it made certain minimal payments, Oases immediately defaulted in certain pre-closing obligations and never consummated a closing under the agreement. Subsequently, Oases and ReEnergy Group entered into as asset purchase agreement in which Oases would sell all of its assets, including the Water Assets, to ReEnergy Group. Because Oases was in default with the Company and had not paid for the Water Assets and/or closed on the
--------------------------------------------------------------------------------
transaction, Oases and Renergy Group sought the Company's consent wherein ReEnergy Group would directly purchase the Water Assets from the Company. After significant negotiations, the Committee, Oases and ReEnergy Group entered into the Consent Agreement, in order to, among other things, provide the Company's consent to transfer the Water Assets to ReEnergy Group for a modified consideration of $750,000 for the Water Assets. On October 26, 2005, an application was filed with the Bankruptcy Court to approve this arrangement and the arrangement was approved by order dated November 16, 2005 (the "Water Assets Sale", and together with the Primary Asset Sale, the "Asset Sales"). The Company has received all of the funds in this transaction, which are being held in an account maintained by bankruptcy counsel for the Committee.
Currently, the Company has no operations and no assets other than approximately $227,210 in cash.
In October of 2006, the Company signed a term sheet, subsequently amended on September 18, 2007, with Trinad Capital Master Fund Ltd. (the "Plan Sponsor") to sponsor a Chapter 11 plan of reorganization, which was filed with the Bankruptcy Court on January 15, 2008 ("Plan"). The Plan identifies NorthStar Systems International, Inc. as a potential merger candidate to be merged into the Company ("Merger Candidate"). Under the terms of the proposed Plan, the Plan Sponsor would pay $500,000 to the Company's estate, and creditors of the Company would receive a pro rata cash payment and stock consideration in the newly merged entity. The aforementioned consideration would be distributed to unsecured creditors of the Company under the proposed Plan. If the existing unsecured creditors of the Company approve the Plan, the creditors and the existing stockholders of the Company would own approximately 6% and 1%, respectively, of the merged company; provided, however, that in the event that the unsecured creditors vote as a class to reject the Plan and the Plan is confirmed under the cram-down provisions of Section 1129(b) of the Code, the creditors and the existing stockholders of the Company would own approximately 4% and 0%, respectively, of the merged company. The merger contemplated by the Plan would be subject to various closing conditions including, without limitation, (i) confirmation of the Plan, (ii) the negotiation and execution of definitive documents in form acceptable to the Plan Sponsor and the Merger Candidate, (iii) the satisfactory completion of the Plan Sponsor's due diligence on the Merger Candidate, and (iv) the absence of any material adverse change in the business of the Merger Candidate. The merger would be consummated pursuant to a merger agreement, which would contain, among other things, detailed and appropriate representations and warranties, affirmative and negative covenants and closing conditions customary for transactions of that type. The Plan Sponsor may withdraw at any time prior to the confirmation of the Plan and gives no assurance that agreement will be reached with the Merger Candidate with respect to the terms of such merger agreement.
cut and paste it here maybe i missed it? that would be sweeeeeeeeeeeeeet
am I correct in reading in the filings that current shareholders will receive 6% of the future company?
yeah that was my thought. the big risk here is the Q. debt still associated here and there is the chance the shares could get cancelled, but thats probably why shes still at .004. Other than the filings there is not much to go on.
Uranium, thank you.
It costs significant $$$ to get one's filings current. So I daresay the odds of this happening are very attractive.
in thie filings nothing 100% as it says potential but in the OTCBB pinky world this could be a good one IMO if it all comes to fruition.
In October of 2006, the Company signed a term sheet with Trinad Capital Master Fund Ltd. (the Sponsor) to sponsor a plan of reorganization. Prior to confirmation of the Chapter 11 plan of reorganization, the Sponsor will identify a merger candidate to be merged into the Company. The Sponsor is currently in negotiations with NorthStar Systems International, Inc. as the potential merger candidate. Before the merger can take place, the Company is required to bring all of its financial, tax and SEC filings current from the last filing date of June 30, 2002. Pursuant to orders of the United States Bankruptcy Court for the Southern District of New York, the Company has engaged accountants, auditors and SEC counsel to complete this task. Under the terms of the proposed plan, creditors of the Company will receive a pro rata cash payment and stock consideration in the new merged entity. The aforementioned consideration will be distributed to creditors of the Company under the proposed plan of reorganization.
yes, where did you find the reverse with Northstar?
Uranium, I see that they've caught up on their filings and I like the share structure, but where did you find the reverse with Northstar?
If the above revenue is correct for Northstar we could see 1 dollar here easy. Looking forward to seeing what develops.
If the above revenue is correct for Northstar we could see 1 dollar here easy. Looking forward to seeing what develops.
no just waiting for more filings or a pr
i hope everybody started averaging down! i wish i had bought even more. i'll be scoopin on dips tho.
any dd to speak of?
Uranium....give me the lowdown on this one i'm interested.
another Q stock running SCOXQ up from .06 to .29 now!
Still lurking. Would love to get some of these cheapies this week.
yeah i dont think many people are watching this one right now ive been seeing if it drops to add more but held today pretty well.
perhaps a little base being put in around here. i think i'm gonna reload on tuesday - what are your thoughts?
i wish the spread would come down a bit- i'd love to say MM's are just trying to discourage buying for now, but i think that's just what i'd like to hear!
yeah i dont think its going to get much cheaper than this
d'oh.
just looking for signs of life before i buy a buch more.
no guts no glory!
all those filings weren't done for nuthin. this is a quality shell. northstar would be great. no reason to think they won't bite. but if not, somebody else will.
the stock was at .0006 and basically dead for 4-5 years so debt holders were looking at getting nothing before this r/m came along.
my only question is, how are they going to erase the 57 million or so in debt, bankruptcy will just erase this and allow them to prosper on an R/M now, I hope so, but I do know if that can happen so easily.
DGIF(TDRPQ) - ran from 0.06 to 1.70(2,700%)
DEXTQ - ran from 0.0005 to 0.21( 42,000%)
BUNZQ - ran from 0.005 to 0.12 ( 2,300%)
DGIF was a 'Q' stock that went 2700% and is still up nice to this day
Posted by: penny_ta
In reply to: None Date:4/18/2007 10:02:59 PM
Post #of 2313
** Past Successful Reverse Mergers: DGIF (TDRPQ)
1. Jan.23, 2007 – TDRPQ filed 15-12G. Had been dormant since 1999 with last known OS of 5.2M.
2. Mar.28, 2007 - TDRPQ announced a 1/5 reverse split and name/symbol change to DGIF/Digital Info Security Company. TDRPQ closed at 0.012/0.014, and opened 03/29 as DGIF at .10/.50.
3. DGIF peaked at $1.7 within 6 trading days.
From $0.06 to $1.70 -> 2700%
nice! looks like a sweet r/m going on here still under da radar
i'm sorry that's assuming .06 is the ask of course
Got 38,000 of my 50k so far.
if you want to get filled at .06 put in your order for .061 it will fill
That 62000 wasn't mine, still waiting on it.
could we do something to clean up the RCCH Board?
chuckrmon
bought some today! bargain prices IMO!
these r/ms take some patience. with the filings done i think we hear something soon.
this certainly could be huge!! i dont think too many people have dug around on this one yet.
The management team is impressive- stamford mba's, good experience...
could be a huge winner! this is verrrrrry early. i would spread the word but i aint done buyin'
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