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Does anyone know what the agenda might be? With so much fight and conflict and pending court decisions and a paralyzed board... Also any remote chance that the Falkon's proposed restructuring would be in the agenda?
It appears that a small yet heavy-weight group of shareholders would like to take initiative to avoid the extremities such as litigation which is obviously a lose-lose outcome for all parties. This initiative, among other things, does include an open and transparent invitation to Falkon, and others for that matter, to present their biz proposals to the shareholders. The rationale behind this is that this group encompasses some financial and legal experts in their band wagon and can assist with comparative assessment of any alternative proposal in light of the demise of the Halsa deal. In my opinion Halsa's proposed deal was something a majority of shareholders felt good about but the dead deal is behind us anyways.
I'd like my other fellow shareholders in this forum to weigh in with any constructive idea to support/criticize this initiative. I personally have no details of any existing proposals and have not even seen any despite our efforts here in the forum to push for transparency and open dialogue. However I am sure there are shareholders out there who have better knowledge of alternative biz plans thanks to their direct/indirect relationships/communications with Falkon and other stakeholders and the rest of the board members.
Please feel free to comment on this note while remaining as factual as one can be in responding to the initiative. At the juncture the Co is facing right now after the recent court events, the "negotiation" route proposed by this group might be the most viable or at least the least harmful avenue. I do not think anyone disagrees with the suggestion to bring Falkon's alternative proposal to surface and evaluate its merits as we did with Halsa's. Letting the NOLs and other tax attributes sitting there and fade away when the risk of the next economic recession post-election is out there is a beneficial decision to any party.
Any thoughts? We try to come up with more discussions if and when we learn more about this specific effort while of course respecting the confidentiality of the individuals proposing this initiative.
Happy new year to all. It's been radio silence in Shiv's alley ever since he asked for a "fingers crossed" prayer re the NY court hearing. The one speculation is that "the TRO has put a halt to not only things moving forward but also to communication" by EI. Then our new friend ratraceg mentions a delay in the hearing until 5th. If EI's critical speculation is the case then we need to be creative in resuming the communication channels w/o violating any court orders. This is a public venue and all shareholders and other stakeholders have equal right to all the information discussed here. So I do not see any legal basis for shutting down the only impartial medium between parties. If on the other hand it is postponed until 5th or such then let us hope that Shiv will post an update. He can at least let everybody know if EI's speculation is valid also letting us know what is a court approved proper communication channel so we can migrate there. The last thing this forum needs is a censorship order by the court as if we are living in North Korea or under Putin!
I wonder if there are any updates on the co's website, I will check it out shortly...
Shiv, if the court clears the TRO, how long would it take for your newly elected board to initiate the negotiations of the M&A? With that optimistic outcome being unlikely scenario, is it even safe to enter any meaningful deal with other Co(s) while the Opco continues to fight in the court? If the NY court orders to 1) cancel the votes in hand, 2) hold another shareholder meeting, 3) add the proposal of the TS-Falcon as an alternative restructuring proposal, 4) ask for a recast of the votes, then what the turnaround for that would be? I do not expect you to have an answer for all aforementioned but rather wanted to throw some food for thought so all parties know what they are up against.
Thanks again for keeping everybody posted.
Thank you both for the news and the clarification. So reassuring to see the folks are closely engaged in the process now that it appears we have a path forward towards the proposed M&A. Some might argue that we are not off the woods quiet yet but at least we are moving in the right direction after years of sluggish progress. I am sure our friends are checking in the forum rather frequently these days while they'd rather remain silent and just read the updates.
Thanks to all who contributed to the forum and also to those who stayed involved in the process so far and moving forward.
Thanks for the comprehensive debrief. I think the meeting today provided a "fair process" venue for all parties to listen and voice their concerns and do it professionally. Now that all parties are given the chance but also the mandate to bring their proposals to the floor and elaborate and clarify before the shareholders, we will hopefully have a more constructive process to move forward.
WRT today meeting some were expecting a tabulation and count on Proposal #2 but it can wait until Friday I guess to fully fulfill the inspector's timeline.
It is also useful and appreciated that the communication channel remains open via email and also thru this forum to insure all shareholders remain informed of the process. Listening to the folks here, the chief concern of almost all individuals is the risk of mistreatment of the ordinary "legacy" shareholders. Risks mentioned here were reckless dilutions, treating them as second degree citizens with lower priorities when it comes to distribution of any kind of proceeds and dividends, withholding/hiding critical information from them, or other common abusive conducts that are rampant in post-bankruptcy cases. Now that these and other concerns are voiced we will be collectively better off if we respectfully listen and address them. We do look forward to see TF's proposal and would assess it with the same open eyes we treated the current M&A proposal. You too seemed to be open but also welcomed this process which is very reassuring. At the end of the day one of the two proposals (assuming there will ever be a second viable proposal) shall prevail and the expectation afterwards is that all parties unify behind it and support it and more importantly to monitor its progress over time. Of course, if modifications are needed in the original proposal, all parties remain open to consider and approve as appropriate. Furthermore you suggested that you have in the past and will in the future be as accommodating as needed wrt other parties' legitimate demands and I think this is a plus in any successful business negotiation so long as the right and respect of the ordinary shareholders are fully respected and guaranteed. I do not think any shareholder in this venue would even remotely consider a proposal, as lucrative as it might be, that is NOT putting the ordinary legacy shareholders on equal footing alongside with other shareholders. So we welcome the other biz proposal, we scrutinize it, we make sure it offers a fair schedule of entitlement to assets and proceeds to ALL shareholders with no priority for certain individuals, we discuss it openly and with respect, we run our comps of the two proposals in terms of risks and rewards and time table, and at the end of the day we choose the one with better economics and lower risks, and then we monitor its progress while expecting accountability of those who implement it.
They can have them and reach out if they wish to do so OR better to post it here or the Co website. it has already been discussed here and there unless they are revising substantially making it competitive vis-a-vis the current proposal. so many of us asked them to share share and share and they have not yet. so do you think they want to send out a fresh TRANSPARENT proposal to get looked at? Besides what's going to happen after the tabulation of Prop 2 ballots ? if the Board is selected can there still be a fresh proposal by those who may or may not control the board anymore? IDK! does anyone?
Tabulating votes now but being interrupted repeatedly...
Proposal 3 thru 12 postponed
but how about counts of Prop 2?
his main objection is I think why the name of TS nominees are not printed on the ballot
I think he did comment objecting to gerrymandering of our votes wrt Board nominees
Here comes Proposal #2 THE BAORD. Happening now...
why not to ask TS the floor is yours, tell us what the slate proposal is? he has all the time in the world to elaborate and defend their proposal. and that who gets the priority in cashing out? Them 99% of the time and money or us too???
Hi Shiv,
Thanks for the follow up in a rather hectic day, the D-Day indeed! Here are the links to letters and docs in your earlier post that were inactive but they just worked this AM. Attached here again for others to review if interested:
Falcon’s latest “proposal” that it presented to the Company in October, began with the false premise that its option entitled it to 84.9% of all shareholder value for very little consideration. (This https://drive.google.com/file/d/1l6JLdHlYl1xZ0giWLcm9KA-rWyeJZYij/view is on our website.)
The Company filed a https://drive.google.com/file/d/1wdHw6t5AaAQaw5hPFPV2ONXulQ5XbKPm/view against both
EI and Freddie are the moderators of this forum and trusted by the folks here. Some if not most of the members here are apparently major (6-figure ownership or 6-7 figure representation) of the shares and would like to see this forum stay active and to thrive as a venue for exchange of information and materials for the time being until a more formal/secure venue is established by the new TBD board. So I would reiterate their request to share important materials, or working updated links/URLs to materials that are referred to in your conversations. We have not yet seen any abusive or misinformation communications in this forum so we have no reason to distrust the forum unless otherwise proven. For now, given the fast pace of events please share materials/links that are not critically sensitive or prohibited sharing by court order or other governing laws. Some if not all do study and DD such materials and appreciate sharing in advance. BTW Shiv's posts today refer to some Googledocs in a folder that is not accessible by the users. When you share a link or material please make sure it is accessible by the public b'c most docs are protected in the share folders like GoogleDoc folders.
EI's nightmare experience with repeated cycles of dilution of shares that are in some cases picked up by hidden partners of the board or other insiders are the real enemy of the ordinary shareholders. Neither party has so far been willing to talk about their intent and the extent of such dilution. Now that the Wednesday meeting is already neutralized by the TRO (I guess), shareholders have the opportunity to ask more important questions in particular demanding for meaningful guarantees that would cap the ability of the new control group, whoever they might be, to dilute their way out in blocks of 10s of millions each round to "raise capital for necessary expenses" as is always the case. As I said earlier, the only silver lining of the TRO is to offer the shareholder a slim chance to explore the current and alternative plans by other party before they cast their vote again. EI and all, if you too envision an inconclusive Wednesday meeting, what are the asks from Shiv and TS Falcon in the meantime before we get a new more transparent slate to vote for? Dilution intent and extent is what comes to mind for now. BTW does anyone know the true details of TR Falcon proposal for the Opco? until now all have have seen is angry shouts of "he said she said" with no details of the biz proposals to review and compare side by side. To be fair we know relatively better the intent and plan set forward by Shiv and co but little to none from the TS partners. But again there is little safeguards against reckless dilution in the proxy proposal either. Also wondering what solid proof does TS has wrt new control group's hidden deal with the M&A parties.
Finally we have the long overdue check-in from the key player in the game. I don't think you need any introduction in this forum so you are welcome to jump right in and share the very much anticipated "your side of the story" with all. This outreach of yours can become a venue for the very much needed constructive conversation that we will all benefit from. Shareholders here are for the most part professional investors and able to independently and without any bias engage in a business dialog that will eventually become the long overdue road map for the Opco or any other structure that people might have in mind.
To the best of our knowledge, the shareholders here are major and few meaning such dialog is indeed possible and beneficial. I don't however see the future plans to be necessarily mutually exclusive. I know that some people see it as a pure "zero sum game" but we can probably avoid such situation. Parties trying to constantly accuse one another of fraudulent intentions will get us nowhere and will cause the venture to go to hibernation once again.
Proposals, from either party, shall be judged by their financial soundness and revenue generating merits and regardless of their affiliation to parties or even third-parties.
For that matter I believe rushing into a Wednesday meeting with this level of animosity isn't going to benefit anyone.
This forum has proven that it's capable of handling business related issues with attention to details and doing so respectfully. Planning for an open and honest conversation is what the shareholders demand most. Shiv has been open with the forum so far and we would like others to behave the same way and would be respected and listened to equally IMHO.
Finally we have the long overdue check-in from the key player in the game. I don't think you need any introduction in this forum so you are welcome to jump right in and share the very much anticipated "your side of the story" with all. This outreach of yours can become a venue for the very much needed constructive conversation that we will all benefit from. Shareholders here are for the most part professional investors and able to independently and without any bias engage in a business dialog that will eventually become the long overdue road map for the Opco or any other structure that people might have in mind.
To the best of our knowledge, the shareholders here are major and few meaning such dialog is indeed possible and beneficial. I don't however see the future plans to be necessarily mutually exclusive. I know that some people see it as a pure "zero sum game" but we can probably avoid such situation. Parties trying to constantly accuse one another of fraudulent intentions will get us nowhere and will cause the venture to go to hibernation once again.
Proposals, from either party, shall be judged by their financial soundness and revenue generating merits and regardless of their affiliation to parties or even third-parties.
For that matter I believe rushing into a Wednesday meeting with this level of animosity isn't going to benefit anyone.
This forum has proven that it's capable of handling business related issues with attention to details and doing so respectfully. Planning for an open and honest conversation is what the shareholders demand most. Shiv has been open with the forum so far and we would like others to behave the same way and would be respected and listened to equally IMHO.
db7 is right. Finish line is all that matters and must be rewarded so Shiv and co believe they are appreciated accordingly for what they have done and planned to do moving forward. Thursday night, we all gave the vote of confidence above and beyond the "benefit of doubt" for the leadership to move forward with M&A plus a clean and unified Board election. At this juncture all we are asking are:
1) Details of the counterpart's, Falcon that is, proposals for restructuring/cash take over/M&A with their OWN or ELSE businesses/dilution/buy out/control/undermining and destruction/ or whatever that their proposal is for which the NY court saw enough of merit to freeze the process entirely with its overnight restraining order.
2) more transparent dialogue over C-suite expected compensation package. Not as a deal breaker but as a well understood mutual agreement between the shareholders and the leadership.
3) any other necessary info that the shareholders need to know
After all, I still think majority of voters (by share volume I mean) will once again double down on their support as they did earlier prior to the Friday meeting. Nevertheless I think more dialogue and more transparency here is a key wrt the original proxy material proposal, OR any alternative plan for that matter.
We suffered a hick up and the silverlining of all this unexpected hick up is the opportunity for more transparency re what Falcon claims to be a superior deal, plus better details over the compensation pkg for the C-suite.
Shiv seems a reasonable leader and I'd argue that more transparency at this point would certainly benefit him not hurt him.
If I am wrong in what I see here pls correct me and I welcome your constructive feedback as humbly as always.
I too would like to reiterate DB7s concern re the real magnitude of the C-suite's comps. And I do not think comparing the current ask w what FNBC used to pay is even appropriate. So there is a real demand from shareholders for transparency here. If the comp adds up to north $6 mil then I think we should have all known it before submitting the "For" votes of confidence. Nobody is against a solid incentive system for a risk bearing Opco but what is the optimal figure honestly and how off is the ask from this optimal?
Scenarios come to mind:
- If their "undisclosed slate" has been of any value then folks have an absolute legal right to know all the details. people can still vote against but better to know than not.
- If the slate has been detrimental to the Opco like undermining any efforts to convert its potential tax attributes to tangible values thru proposed M&A then Shiv & associates should have let it to surface and being looked at. There are enough of financially savvy folks here to judge both alternatives for their real merits and then vote with more confidence. For or Against...
_ other scenario: TSF is buying some time to kill the agenda for the moment, kick the can down the road, get their strategy revised and pitch it again for the next round. Of course if there is a sound biz proposal.
After all, I doubt we will get much out of the Wednesday meeting either because this power struggle seems bloodier than we think. Shiv seems to have gained some meaningful trust so far and I'd say it's up to him to either maintain the momentum but also strengthen it or let other to run the show. It's beneficial to all, himself included, imho, if he welcomes a transparent dialogue meaning to lay down all the slates and provide all with ample time to research, ask questions, do DD, and recast proxies afterwards.
The good news so far is that he has genuinely offered his time and availability to shed some light on the issues which is important given what happened today.
or to get restraining order in such a short notice from their local NY court they just needed an excuse and not including slate was a good one.
any details re Falcon slate? has there been something that has been intentionally concealed? like an alternative/counter biz plan? or just usual complaints to undermine the M&A plans????
The meeting would be an "after the fact" thing for those who have submitted their votes to meet the online deadline, nonetheless it is crucial that a medium being offered so people be on the know. So let us hope there will be a Google Meet or Zoom or such line to e-attend the meeting. I do not however know how they want to "secure" such a medium because they may not have individuals' email accounts and it's too late to mail them. Also not secure to just post it on their website. Unless they do not mind strangers to show up and partake. does it even matter the security/confidentiality of the meeting or not really?
Dear friends,
After doing further research and rounds of conversations with relevant parties, I think at this point, the consensus is that it'd be in the best interest of most if not all in this forum, to vote in line with what EI has proposed which are:
I) Voting YES for the Opco to move forward with the proposed M&A plan
II) Voting NO to whoever you see being unfit to get a seat on the Board.
With a YES to the M&A proposal + as importantly a NO that strengthens and unifies the Board, the Opco will be given a chance, of course with some calculated risks, to turn its tax attributes into something productive in the mid to long term. I do appreciate the fact that there will not be immediate cash dividends involved in the presented proposal and that this is a mid to long term process that seems rewarding at the end of its season.
I reemphasize here, this is by no means a RECOMMENDATION, rather expressing one's personal opinion in a public forum. As always, I do respect those who disagree with me, EI, SC, and many others in the forum and remain eager to listen to their counterargument.
The deadline is approaching fast and it appears that the best way for those who are not attending the live meeting is to vote by phone or online.
GLTA and as I always I welcome and thank for your feedback and opinions. It's gon' be a long ride even if everything goes as planned ...
We all appreciate the disclosure and all other disclosures from others for that matter. As far as I know, most if not all individuals involved here, hold high volume shares. So there are not hundreds of individuals to deal with in this case. This makes it easier but also more necessary to establish a communication channel with the forum to gain and the trust they need to pull this venture successfully. The risk of this one too dying like many others you and other people mentioned is significant indeed. This risk probably explains the request for such an unusually high compensation. They want to have some insurance policy if and when it goes south. However we too need to 1) make sure the compensation is where it should be and 2) there will still be enough incentive left for the captain to steer the ship properly. If I were to receive guaranteed salary at that level for years to come, then I am not sure if I still had a strong enough incentive to fight hard for the long term gains and dividends. No one suggests/expects that leading the venture and implementing the plan ought to be a charitable activity and that they need to wait for the longer term gains. My argument is that there should be an optimal combination of guaranteed salary vs longer term pay-offs. So I still think there is room for adjustment of the demand for salary or else the risk of a "No" vote remains elevated which is the worst possible outcome leading to a lose-lose outcome for all. The classic case of a "prisoners dilemma" situation that ought to be avoided.
BTW I am not deep into the details knowing who in the list ought to be voted out. Nor do I know how to ask for more elaboration... However in general I'd agree that if the plan is viable and legit it needs to have the support to move on. I too do not think the plan is a DOA proposal like many other similar cases. It however needs more clarity for people here to make a move with properly calculated risk.
Also have you made yourself available to become the CFO in this case now that you regret you were not appointed last time? Probably this time you can get the Audi you planned for !!! just kidding.
I am around and multitasking. Thanks for checking in and inviting others' opinions as well. We did need this brainstorming and I am glad that it is happening in a respectful yet blunt manner. I fully understand and aware of the legitimate concerns of our circle wrt the requested compensation for the leadership and I am hoping the currently higher than norm figures would either be transparently justified, or otherwise properly/fairly adjusted downward. However the compensation is a secondary concern at this point and we need to stay focused on the future direction of the shell co. We have all received a long overdue set of agenda items, all sandwiched in a set of bullet points to vote on. Clearly not enough of clarity to make a informed decision here. I was hoping that now that Shiv has joined the forum he will shed some light on so many unanswered questions. Of course no one in our circle expects him to guarantee the outcomes of the merger with the requested companies. I will read more then write more but for now I just wanted to say that I am still here and closely watching all the conversations. After all glad that the forum stays semi private with few individuals unlike many other zoo-like venues in the OTC market. And I do appreciate the knowledge and the care each and every one of you are offering here in a rather critical juncture as we eventually hopefully collectively cast our vote based on some meaningful consensus. to be continued...
Thanks for the reply and the follow-up with the co wrt the extent and depth of the FDIC claim. Any portion of that proceed comes to the shell co (0-100%) will not however change the concern I tried to raise which is the cirtical contested directions a major shareholder wants to take the shell vs the path the legacy leadership team have entertained for a while now. not having the full picture of the TWO SIDES of the contest puts every one of us in a tricky and uncertain dark position with risk/reward of unknown magnitude. It is up to us to demand transparency from both sides to the extent our limited resources allows. we all know that the potentials for this shell, moving forward, are non-zero and we cannot afford to let it die and goes to the same forgotten destiny of millions of pink tickers out there. we are in a situation that is a true example of "information is money" at this point hence me begging for some clarity and transparency and more effective and time communication all of which we deserve by law of the land unless we ignore those rights ourselves.
I appreciate your input again and welcome others to please wight in now that there is no open market to people fear the risk of any price manipulation by false posting and miss-info campaigns.
Dear FNBCQ shareholders
Its' been a while we have not had a chance to exchange news and analysis on the forum. Probably you all might agree that we couldn't care less about the sentencing for the fraudulent leadership of Ryan et al. and would rather focus on what is at stake for the shareholder of the shell company given the recent developments. Apparently there will be a shareholders gathering/meeting/voting/in-person/online/etc that keeps getting postponed again and again. Notwithstanding the uncertainty around the date/venue and agenda of the forthcoming meeting there are some speculations about the future of the shell co. If I were to summarize it appears that we are facing a critical fork here: to support and maintain the legacy management in place and trusting them to implement their mid/long term plan which based on our best knowledge is to implement a partnership with a high tax rate industry partner while maintaining the composition of shareholders in favor of majority of current shareholders as a necessary condition to capitalize on the tax assets (credits + NOLs). This plan seems viable, at least on the paper and in theory, because we all know of some of those high tax rate industries out there (no need to elaborate here!) who see tax remedy solutions like this shell co as an attractive and legit option to mitigate some of their higher than usual tax dues. This plan, as far as we have learned, is apparently being advocated for and even tentatively pursued by the legacy board members. HOWEVER, on the other hand it appears that there is an alternative plan, or no plan at all, by a major shareholder to take the shell co to a different direction. This is where we have little to no knowledge as what if any such plan might look like. Except for some vague speculations here and there, there is little transparency as what is being contested here, what are the objections to the aforementioned plan for partnership with high-profit high-tax industries, what is the time table and details of alternative plans, and the implications of each on the shareholders present in this forum, most of whom I guess being so-called 4.99 percenter shareholders. On average, I have found the participants here, for the most part, to be knowledgeable and trustworthy which is important given that we have no reliable communication channels open with the decision makers post bankruptcy court.
I totally understand the reasons for hesitation of some of our friends to talk in the iHub open forum and remain open to your suggestions in facilitating any effective communication channel helping us to stay better informed moving forward. I have seen some recent Snapchat-like postings that disappear after a short few minutes as a way to communicate but not communicate. While not being ideal, those Snaps have conveyed some important information already and are appreciated.
I hope we can sooner or later see some clarity as what the direction of this shell co is and who and how is steering this ship within a time table that is sensible and realistic.
Hi
Thanks for making the effort to keep the forum efficient and free from less useful speculations. Additional thanks for doing the research and reaching out to the "officers". Wondering when and how you expect a response from the "secret society"? Do you see any value in others in the forum, myself included, to reach out and ask for any updates? If so please let me and other know how to help.
Not being able to buy or sell shares eliminates opportunistic behaviors and should help us to better share news and information. I in person have no news to share nor any viable prediction to make one way or another but always appreciate others willingness to keep the forum updated with any reliable news/analysis.
It is just matter of time for all brokers to replace the ticker with the CUSIP number 32115D106. It has no liquid value though so at this point just a temporary number for the purposes of facilitating clearing and settlement of trades but again there is no clearing info at this point nor could be used for "trading". Where we go from here is all that matter.
WaMu was in a totally different scale and clientele base so it took off the ground much faster. Besides the banking sector was rosy back then. As EI mentioned the new FN coming off the ashes with a broken wing so the upside growth and future profits are not that fast and obvious. They can eventually take advantage of the tax assets but it takes time. What is the present value of those future tx free revenues is everybody's guess but it is for sure higher than the PPS of COB Friday at around $0.07. Whether it is 26 cents or higher it all depends on the investors of the present value of those future tax assets. Now if they make it look too small and hence compensate the commons with small amount we take the hit they buy us cheap and they win BUT such manifestation of the future earnings and hence the present value of the commons is not good for their business since they need to bring in investors and for that they do need to draw a better picture. Of course they can act a double play to demote us and promote their position in eyes of potential investors. One technical question for EI: whatever the redemption at the end of the day, shouldn't they present their basis for pricing and valuation to the same court or any third party regulatory body? The 2nd question does it make sense for us to do a quick fundraising and hire a lawyer representing common's interest towards a fair deal? or else what are our legal options/leverages if any in such a messy and secretive case? any thoughts?
I found the 26 cents PPS to be grounded on the best of our knowledge and facts in hand. Even this estimate is a considerable multiples of course for those who joined the show after it turned to a pink sheet unless they too have averaged down to any number below a quarter on average. Unless any alternative estimate is presented here by our expert friends I would say we are mentally safer to adjust our expectations around a quarter per share or else frustration and disappointment would prevail. I shall thank EnterpriseInvestor for taking the time to remind us all the details and also his/her best estimate of the proceeds. I just hope things get unfolded faster than the glacial pace we have had so far for this beast. GLTA and see you all next week.
Well it used to be a community bank and very popular in post Katrina reconstruction efforts in the region. Then got involved with some oil extraction and perhaps refinery businesses and other small biz activities. Apparently did benefit from the bank bailout of 08-09 and hence the Treasury ordeal. Not a very well managed bank in terms of risk assessment and actuarial considerations and hence getting into trouble with so many toxic assets at the end of its life. What they plan to do moving forward is everybody's guess. Even staying local is still unknown. so one may think that the past history might even be totally irrelevant here. this is exactly why I insisted in us gathering as much info as we can to come up with an informed guess as what is going to happen with the new investors. Things are evolving with glacial speed but let's hope for a faster turn around from here. I also suspect there might be insiders here in the forum or at least those who drop by time to time so it is not obvious as how safe this venue might be for discussion and open dialogue
That is very encouraging indeed. We might be up for a rough sea moving forward and the only thing that makes the events more predictable is the knowledge of the people who you mentioned. I look forward to learn from your insights as we move forward for which I am grateful. This is a cleaner and more sane forum unlike many other chaotic forums out there. While the banking sector in general is not a super attractive sector as it used to be thanks to the near-zero interest rates, there are still some good potential here for both new investors and hopefully for the commons. GLTA and cheers.
How would a private governance look like in this case? I mean what would be the basis or framework for negotiation with "Commons"? Who would arbitrate/moderate an agreement in terms of both quantity and quality/method of compensation in a private case? Is the risk of cheating on commons somehow mitigated or the decisions will be all made in smoke filled rooms so to speak with little representation by commons? I mean once they take care of the "creditors" one way or another what are the proceedings for the commons in case they prefer to take it private? anyone with deep corporate law or BK law knowledge in the forum? I can easily imagine some bigshots among us have paid multi ten grands on this blackhole not to mention the time and effort to follow the case for years.
so let say one of us got 1 mln ish = 5%. When they dilute that person gets 5% of new base or the same 1 mln number? I think you meant the former, right?
SC777 is right. For those of us who work with ETrade the pps is already reset to zero as is the case for any re-org that comes thru FINRA. Not all e-brokers are that agile to comply with FINRA's actions and requests in a real-time fashion, hence causing clients with confusion as some of you are having now. Having worked with ETrade for over a decade they are good at compliance with transitions and re-orgs. The question is however different imho which has to do with a significant fork on the road ahead. Whether the new venture money plans to run the bank privately or it can stay public under a different name but semi same shell holding co so long as it can rip the benefits of NOLs and other tax intangible assets. This is the million dollar question that we need to figure out. With a very lean OS of fewer than 20 milli our small circle already has a good enough stake on this beast so we better stay focus on finding out or at the very least make some informed guesses as what is the re-org outcome moving forward and what would be the best course of action when it comes to the decision of the new investors wrt "commons". I do not feel we are all left in the cold as I felt let say a year or two ago. I have a feeling things are moving in the right direction with reference to just a few months ago when the Treasury tried to derail the whole thing. As of last evening I am a bit more cautiously optimistic but boy we aren't out of woods by any standard yet. We just survived to keep our shirts or at least we perceive so. Can we retire on this, well that is everybody's guess i'd say. I remain humble wrt expectations because the dollars we paid for this sleeping beauty could have earned us 4 Model Ys so far had we thrown it at Elon Musk's shop. So at the very least we deserve that gain ish or else it's been nothing but waist of money and time.
So the appeal designation postponed to 12th and transfer to end of June. I really hope the UST appeal does not kill the whole plan!
Oich and others,
I read it multiple times and here is the dilemma I am facing: even if on May 29th, the due date to decide about the UST appeal, the appeal is dismissed again and the plan gets the green light from the judge to move forward (i.e. approved by the court), we still have the the big kahuna, UST, hanging over our heads with a hefty $38 mln claim. The judge argues that the bank has enough of resources to implement its plan but he does not make it clear if "implementation of the plan" also includes full redemption of the UST's claim of $38 mln or not.
He says that the "Unsecured Creditors" have the priority over anyone else, and we all knew it. What happens next is not clear from what I have read so far. Here is the question: after unsecured creditors and all misc. fees and FDIC penalty etc etc are taken care of in full, is the left over amount enough to then feed the beast, UST it is with its highest absolute priority, and still leave us, the Commons with some pocket change or not?
This is the million dollar question we need to guesstimate imho. Below I have cut and pasted the relevant sections from judge's argument reemphasizing that the UST will be taken care of one way or another. Nowhere he says that the UST has no right to the $38 mln, he rather says early and premature redemption is not appropriate legally and may not be an excuse to delay/stop the Debtor/Creditor joint Plan from moving forward.
See below his arguments that while UST may not claim them now but its claims are safe/unchanged/unaltered:
" the Plan purports to leave Treasury's rights unaltered..."
"...there is no violation of the absolute priority rule because Treasury's "legal, equitable, and contractual rights" are left unaltered..."
"...Because Treasury retains all of its prepetition rights and is not losing any right to payment under the Plan, the Plan does not violate the absolute priority rule under § 1129(b)(2)..."
"...The Plan specifically purports to leave Treasury's rights unchanged, with $ 3.3.10 of the Plan providing: "Holders of Class 8 Interests [i.e., Series D Preferred Equity] in the Debtor shall have left unaltered the legal, equitable, and contractual rights,..."
Which then means the Bank did receive some assistance from the gov back then. Any idea of the amount and how much of it was repaid by the bank? If the principle has been paid back in full then the preferred stock might be materialized when the recipient is indeed making some profit. FN is under CH11 and provided the bank has repaid its loan in full then the claim of more cheese on top might not be strongly defensible in courts. However UST does carry tones of political power over the smaller banks and does exercise them arbitrarily time to time as Fred also suggested.