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chiming in here after being away for the last four years. i think the difference now is that there is an actual engineering plan for what they're trying to implement. with the FEED being finished now they can move forward. these projects don't move very quickly in the real world unless they're headed by companies who already have infrastructure and manufacturing agreements with suppliers of steel/carriers/etc. i.e. Shell, Exxon, Enbridge. outside of the well oiled machines that these companies operate within, startups like Delfin have more to tackle. that amounts to more legal requirements that need to be considered fresh, more bids to be obtained from material providers/freight forwarders handling the project.. engineering, regulations related to more than one jurisdiction, etc. the testament to this being a serious project for me is the costs plunged into the shell for so long and keeping up with filings. they could easily dump for what, $70mil at any point and have just taken the money and ran.
yes when i saw there was no RM today i sadly dumped my position and bought in at BLIAQ. it's at a huge discount rn. i hear they have a lot of real estate and the price is supposed to rocket
ok thx homie
wasn't 10Q due yesterday
yeah the counts are exactly the same. also the USD value of the ownership wouldn't make any sense. 600+mil USD invested in TGLO? the market cap isn't even 10% of that.
it's odd then, that it still says LLC if they're incorporated now.
the idea that egan can simply take back the shell is ridiculous lol i can't believe anyone is entertaining the idea.
from my memory the one year use pertained to uplisting rules for recently acquired shells by NASDAQ.
"Nasdaq notes that the Reverse Merger Rules’ seasoning period requires that a company must wait at least one year after it files with the Commission or other Regulatory Authority"
https://www.sec.gov/rules/sro/nasdaq/2017/34-80888.pdf
page 4
it's delfins all the way down
delfin inc is delfin LNG inc
that's too funny.
i don't think so.
it's specified as calendar days for NT 10Q
deadline for 10Q was the 14th. they have five calendar days. came out wednesday so 1thurs/2fri/3sat/4sun/5monday would be today.
what kind of dilution and how do you think it'd relate to an NT 10Q?
there aren't any extra shares around to dump into the market but they could always file a registration of new shares. i'm not sure what the procedure for this would be but i think they'd have to have a meeting and vote on it even if they're the majority shareholders, no?
in this case we'd get a filing for a shareholders meeting and the 10Q separately.
in the case of a r/s, i'm pretty sure the same thing would be needed. there would first be a filing with their intentions of doing a r/s or other type of dilution and then it would be voted on. obviously it would easily pass but initially it would indicate that they intend to move forward with the shell which would be a positive thing for the share price imo.
it'd also be important to keep in mind what kind of dilution and how much they're considering because if it's low enough then it will be worth it to keep shares anyways.
we have about a 34:1 buffer right now to break even if we consider the minimum comparable value of a company like Delfin being TELL at $2bil.
it updates again in april.
good point.
i tend to agree with what you're saying but, what i meant was less that delfin doesn't have the money and more that they're not putting it up now if they don't need the shell anymore.
but i remain optimistic that this is indicative of something more positive.
also for a form 10:
https://www.hg.org/legal-articles/form-10-registration-statements-30816
Q. Does a Form 10 registration statement cure “public shell company” status for purposes of Rule 144 for an issuer which engaged in a reverse merger with a public shell?
A. A Form 10 registration status can cure public shell company status and has been used by many companies after reverse mergers. Rule 144 is available to shareholders of former shell companies if:
- the company is no longer a shell company;
- the shell company must be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
- the shell company must have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
- the shell company must have filed all and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company,
Q. What is a shell company?
A. A shell company is an issuer with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents or assets consisting of any amount of cash and cash equivalents and nominal other assets.
not sure about this 10Q, something tells me it's simply because they didn't have funds from Delfin for this filing.
the other possibility is this filing being made is a triggering event for the super 8k.
http://www.legalandcompliance.com/super-8-k/
5 days for 10Q, 15 days for 10K
10,000 of those were actually mine, moving money around. definitely not 'liquidation' lmao. just goes to show the conspiracies XI pushes.
that last comment was enough for me to put him on my ignore list. shame because he used to actually do real DD and contribute. now it's saying whatever pops into his head at any given moment.
yeah we can list off endless random possibilities of what could happen but let's base it off of real information and probability rather than shooting in the dark. ridiculous.
here i'll contribute to his discussion. since the dems have the house now it's possible they seize control of all LNG operations in the name of socialism and make them government owned. in this case none of these companies would be public anymore and we'd lose all our money.
am i doing it right?
https://fossil.energy.gov/ng_regulation/sites/default/files/programs/Delfin_CIC_07_11_18.pdf
this doesn't corroborate the 30% enbridge ownership so not sure where you're getting it from unless you know of other sources more recent than June? of course i'm sure you wouldn't share anyways.
yup everyone getting nervous.
they definitely might. can't rule anything out when nothing is happening and we're all in the dark.
432mil without r/s
270mil with 20:1 r/s and new issuance to reduce TGLO holders to 2% (effectively a 1000:1 equivalent)
540mil with 10:1 r/s and new issuance to reduce TGLO holders to 2% (2000:1 equivalent)
this is of course assuming that current retail owns the entire float which is something like 100mil shares. i doubt retail owns more than 20mil so you can reduce each of those numbers by a factor of five and probably get something more accurate to the end results in each ratio. (200:1 or 400:1 equivalent)
depending on what you think the value of delfin to be in their current state and what all ends up RMing into the shell, at the 200:1 ratio you'd be down 25% and at 400:1 you'd lose 62% of your money. this would be with a $4bil valuation which i think is conservative. it's possible the realized market cap could be anywhere from $8-$12bil or more. just depends on the financing they have and what kind of contracts they secure moving forward. to be honest, TELL is $2bil currently without a permit, license, pipeline, or any contracts, so I think delfin wouldn't have any issue seeing those higher valuations.
does anyone know of a company that's more in the equivalent state as delfin? seems like a special case but maybe one can draw a parallel to an oil exporter who's at delfin's stage in development. just take into account revenue as contract volume instead of dollar amounts.
at the time of TELL's RM, they were valued at double what they settled at. so if you assume the same kind of spike will occur with delfin, then it's possible it'd reach a $14bil-$20bil market cap before settling toward a more realistic valuation. in this case we'd all make a little money.
i think there will be a larger spike before any r/s or dilution.
it's possible, but in that document it specifically states that the only other entity besides what's listed who owns more than 3.5% is frederick jones.
if you're breaking it up based on all indirect stakes in delfin being included in the 30.7% of fairwood's ownership of delfin, then i get 14.4% which is unaccounted for.
i'm considering all indirect ownership of delfin through fairwood as being included in the 30.7%, not on top of the 30.7%.
total of 85.6% which is disclosed.
does this seem right?
isn't fairwood the parent company of Delfin?
i think the revised leadership is enbridge being on board with delfin. think about how they added an enbridge employee to the board for TGLO. this could have helped with financing if delfin traded an equity stake for enbridge's help.
One correction to this, they did state that Delfin had raised funds in one of the more recent filings. Stated that the capital raise ended in July or something if I remember correctly. I'll find the exact phrasing later.
except the generalized statute is very specific and is part of a tax act which is still used today.
"Section 382 requires that the buyer meet the continuity of business enterprise requirement; continuing use of the target's historic business or a significant portion of the target's assets in an existing business for 2 years following the transaction. If the continuity of business requirement is not met, the annual NOL limitation is zero. The continuity of business requirement, together with the annual NOL usage limitation, effectively discourage acquisitions of loss companies for their NOL alone."
it works if a biotech buys a biotech with NOLs but not so much if an LNG company buys a shell previously used for tech.
i agree that there could be a loophole but i doubt it. the statute seems pretty explicit about this requirement.
they can't use the tax credits:
Section 621 (page 170) - https://www.ucop.edu/research-policy-analysis-coordination/_files/Public%20Law%2099-514.pdf
'(c) CARRYFORWARDS DISALLOWED IF CONTINUITY OF BUSINESS REQUIREMENTS MET.-"(1) IN GENERAL.-Except as provided in paragraph (2), if the new loss corporation does not continue the business enterprise of the old loss corporation at all times during the 2-year period beginning on the change date, the section 382 limitation for any post-change year shall be zero.'
Section 382, which is being referred to above, is where it is allowed for a business to carry forward pre-change (acquisition) NOLs into the post-change business enterprise.
i think you're right, probably misconstrued info from various articles. unless they're an insider they don't know this kind of information and i doubt delfin is giving it out to journos.
from 2015
https://www.bizjournals.com/houston/blog/drilling-down/2015/03/lng-company-to-establish-headquarters-in-houston.html
"Delfin just contracted with Norway-based Höegh LNG Ltd. shipowner to provide the vessels and with Brazil-based BTG Pactual Commodities as Delfin's "anchor long-term customer." Delfin also just signed another new customer in Litgas, which is part of the Lithuanian, state-controlled Lietuvos Energija energy company."
despite having all this lined up and Golar/Enbridge, Korea on board by the end of 2017 and an additional contract with Poland in 2018, they still decided to take over the shell. i think it's safe to say they're going to use it.
i think they've likely had this funding since early this year or 2017, i don't think it's a new development.
they've had at least 1.5 since 2016:
https://fairplay.ihs.com/commerce/article/4270061/kdb-provides-usd1-5-billion-financing-to-delfin-flng-project
i agree. 1:100 r/s is the most extreme scenario and imo is unnecessary. i think the highest we'd see is 1:20.
if they really have 7bil in funding then we'd easily survive a r/s and shelf registration/offering.
enbridge can't take control of the project. that would require them to own the permit issued by the DoE and enbridge is canadian. doubt that transfer would work out too well. a canadian company making money off the export of american LNG?
Delfin is likely going to follow through with the project because they have a golden ticket right now and a lead on their competitors. how they'll move forward is anyone's guess. in the event of using the shell, a r/s is pretty certain. there's many ways they can achieve this without harming their stake.
they already own the pipelines they need, the permit, and are working on an FID for the ships and platforms. i imagine if anything were to happen we'd hear something about it by March latest. good thing about that timing is next April we'd be able to inquire into the tax value of Delfin again because they have to update annually. this would give us a good idea of what kind of funds they've raised and what kind of assets they're holding at that point.
i think an r/s is inevitable. i'm not sure what the motive for one would be or the timing of anything. obviously we both know all the different combinations of possibilities. i wish we had more accurate information about what % of the float is owned by retail. people say it's 'locked up' but i don't really believe retail owns more than 6% of the float.
if the goal was to dilute retail it could be done with way less than a 1:100 r/s. if the goal was to get the share price over $4, then that shows intent of moving forward. this would likely cause a spike in the share price based on speculation alone and current shareholders would be able to at least get out with a profit if they wanted to.
holding beyond that point might be risky though because the next thing to occur would probably be registration of new shares followed by an offering.
but again, if these things start happening, there's a chance it could cause the share price to go up instead of down because it would show that things are moving forward.
it's too complicated to try and predict.
yeah there are no regulations connecting RS to RM. as long as both are done within what FINRA expects, they're mutually exclusive.
Yeah I don't think the NOLs are usable.
See section 621 (page 170) - https://www.ucop.edu/research-policy-analysis-coordination/_files/Public%20Law%2099-514.pdf
'(c) CARRYFORWARDS DISALLOWED IF CONTINUITY OF BUSINESS REQUIREMENTS MET.-"(1) IN GENERAL.-Except as provided in paragraph (2), if the new loss corporation does not continue the business enterprise of the old loss corporation at all times during the 2-year period beginning on the change date, the section 382 limitation for any post-change year shall be zero.'
Section 382, which is being referred to above, is where it is allowed for a business to carry forward pre-change (acquisition) NOLs into the post-change business enterprise.