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Correct, nothing in your post changes the fact that the statement:
sorry...I guess I missed the part where he was trying to change that by stating they had and office in the west.
Except Berlin was essentially worthless in the hands of LLEG. They could do nothing with it. Cate was in a very strong negotiating position. Unless there was another bidder involved, which it does not appear there was, LLEG took the best deal it could get. What choice did they have? I highly doubt Cate had to add any sweeteners.
Besides, given the propensity of LLEG to want to embellish news or infer something more than actually exists...why would this aspect of the closing with Cate not be announced? This would be bona fide good news. My sense is Cate is happy to have LLEG out of the picture.
Until the terms of the Susanville deal are disclosed and the ownership structure revealed...it is almost a meaningless announcement. The common stockholders of LLEG could have 1% stake and you would not know it.
The PR demonstrates that if the lawyers had muzzled LLEG, it's been lifted .
I highly doubt they were ever muzzled from issuing a PR for a material event.
It isn't about misleading the stockholders, but rather cueing them into the true state of the company
This is what baffles me a little. Its not like the stock can tank any further. So it will get 200K days at 0.0003 instead of 500K days at 0.0006?
How damaging could a 10Q be? Showing they have no cash? That they overstated the revenue from the sale of Berlin?
But there is a thought...maybe a Q would essentially admit guilt of a violation...and for various reasons they are trying to avoid that at all costs....
Window for a 3rd qtr Q closes today .
Next stop, will be a K early next year, if the train doesn't blow by that station also.
WHAT OTHER CHOICE DO WE HAVE?
I know.
I wasn't advocating anything...except maybe flooding LLEG offices, email, phone with demands for some answers. I was responding mostly to the posts that this represents some sort of vindication for True Longs™. The reality is it could be good or bad. And given the recent experience, the lack of details probably means that it will never be as good as anybody expects.
I represent someone that will buy in when I have more information. Current holders should be demanding it. Its the only way the PPS can go up. I realize it is the grey market, but this puppy traded over 50 million shares in 2 days on the greys.
Unfortunately, all this could mean is that the common shareholder has a bigger hole to dig out of in getting any accrued value from future activities of LLEG.
I realize it does represent some kind of lifeline, but it is amazing to me that some of the comments on this board seem to ignore the past.
The old adage "fool me once, shame on you...fool me twice shame on me" holds here.
The lack of information, details and transparency is stunning.
I'd buy back into this thing in a heartbeat if it rose above some minimum level of transparency...even if the story is not all good.
At the moment it seems to be a recycle of the same game hoping for short memories.
I hope there is not another NDA to hide behind...
Without the terms, this could be either really good...or really bad for common stockholders over the long term.
Its amazing to me that they could work this deal since the suspension, but NOT get a 10Q out!!!!!
Why is that Bart?
Very interesting. I wish we could see the terms. I am just a little jaded, based on past experiece, that the reality is never as good as the expectation that is set. Eg. Management controls 70% of the equity and the non-insider common stock (almost all of it) is only 30%...the payment expectation from Cate...uplisting promised since 2008...on and on.
But for those holding the common stock, there is some hope now. Hopefully it is rewarded and does not lead to disappointment yet again.
GLTA
Do you believe it will drag out for 2 yrs, as opposed to folding into a private company?
"Believe" is probably too strong a characterization. I guess even the "going private" option has some challenges.
It may be more valuable letting it devolve into a dormant shell...for some future reverse merger.
But I am far from expert in these sorts of things. Once the Cate payment is made and in the bank and the SEC stops asking for information or docs...then I suspect the telephone and email will go silent.
I know some are hoping for "resolution of all SEC issues"...the problem is how one defines resolution. If they think it is a letter giving LLEG a clean bill of health...they are going to be disappointed. About the best they can hope for is silence from the SEC for abuot 2 years...and then it is a safe bet that they have decided not to pursue things further.
Maybe the best result is a books and records violation with an injunction against "doing it again".
The lowest probable outcome is a Q or K, and "moving forward"...although probabilities are meaningless when hope and faith are involved.
I don't expect to see a Q or K ever. The 45 days was just putting a little objectivity to the "fork day" designation...which I thought was a perfect characterization.
If the facebook page is any indication, hope does truly spring eternal...although the frustration is starting to dominate the discussion there as well.
I expect one of two results at the moment. (1) There is some communication that essentially confirms that this is dead in the water in some form...in order to clean up the SEC mess...or (2) Mr. Ed stops answering the phone at some point and this stock is bouncing around .0001 and 0.0004 on once a month trades two years from now.
I think that the SEC deadline for a non-accelerated filer of this size would be 45 days for a 10Q...so theoretically we are looking at November 15 as 'true' fork day.
To my knowledge I think Grey Sheet stocks
http://www.otcmarkets.com/other-otc/marketActivity/splits
There appear to be plenty of grey sheet stocks that have RS lately.
I am going to predict a reverse split as part of any effort "to get back on track". Rationale will be to make it more attractive to investors by getting out of the trips. The 2.4 billion issued shares is a joke.
I realize that as a formerly suspended stock under investigation that it may be hard to do under the eye of the SEC, but if I am not mistaken they have never done a reverse split before. So I am guessing they get a pass on the first one.
thoughts...?
I still don't undersand why anyone would buy a stock that is almost impossible to sell. Isn't that like throwing money down a toilet bowl?
Hope is a powerful emotion that can easily overcome reason...
No SEC filing or contract?
you must be new here...
kidding...
This company has about as poor a record of communicating as you can get. My only observation is that a PR issued after the suspension and while the company is under SEC investigation is probably reliable. I don't think Bart and crew are going to get cute while under that microscope as it could impact them personally.
However, I think the broader question as to where that money ultimately ends up/is used is wide open.
Bottomline - accrued value to the common stock = ZERO.
do you have a link that shows Laidlaw Berlin Biopower, LLC which is a private company owes Laidlaw Energy Group, LLC (LLEG) a public company $1 of the settlement?
Read the Sept 16 PR posted as a stickie above. LLEG owns 50% of Laidlaw Berlin Biopower.
LLEG's share = $2.75M
So to be clear, at the end of this entire Berlin drama, LLEG (the public entity) gets a grand total of 50% of the $5.46 million.
That tells me that the 2010 financials were claiming the ENTIRE amount due LLEG. There was nothing else coming, insofar, as those "financials" were concerned.
Talk about misleading!!
pigs don't fly.
Anything will fly with a big enough engine strapped to it.
Unless a massive RS is in the cards as part of the "clean up" of this (apparently) self described mess.
And he still may once the dust settles and there is a little money in the bank.
Defamation generally only has a 1 or 2 year limitation statute depending on the state. Edit - just checked New Hampshire is one of a few states that is 3 years. So there is a little time left.
Plus, why would he not avail himself of the opportunity to take out his biggest critic?
Certainly, not suing proves absolutely nothing...but what JE declared in public would be considered defamation if it was not true...doesn't make it true, but there was a comfort level somewhere in publicly stating it as such.
that speech was protected
Incorrect. Slander and libel are not protected free speech. MBB is accused, in public, of being a liar. If that information is incorrect, he can sue.
Once again the question to ask Mr Ed is not whether they are "working on uplisting", but if they will commit to a 10Q release by the end of Oct?
and if they can't...why?
Interesting, the number of shares in the one trade so far today is a prime number.
I am thinking somebody just sold/bought into themselves (cause the trips really really bother them) and wanted to have matching buy/sell orders that would not fill from another ask...hmmm
grey sheet games continue.
I will change my mind once LLEG stops progressing. This has not happened.
It hasn't?
How does one know when it has "stopped progressing"? What is your metric for that? How long does the lack of progress need to last?
As long as Ed answers his phone and says "we're working on it"...that would be good enough progress for you?
You could reasonably argue it stopped progressing on June 7, 2011. If anything, the news since then has only been showing things in reverse for the public entity LLEG
Thus, LLEG will get 50% of somewhere between $0 and $5M.
I agree on all fronts. My view is that the maximum LLEG would receive is $2.5 million (with possible adjustment) as TOTAL consideration for its equity in the Berlin plant. It may be split up into two payments...but that is it. And now that is in doubt. So they obstensively have no cash source at the moment.
However, if I put my own take aside, definitive answers to the following questions would help. Are there two distinct payments? What is showing on the 2010 EOY Financial? Has that A/R been paid and does LLEG already have cash in the bank from the first payment? And if there are two payments, what is the likely total to LLEg the public entity? $5 million or 50% of $5 million.
Or is the entire consideration a $5.0 million NOTE that was given to LBP that LLEG had 50% ownership of, stuck that number in the 2010 financial as an A/R with some assumptions as to the "adjustments"...upward of course...,its "significant interest" was collecting its 50% of that NOTE at financial close, and now that is in doubt?
Even the worst assumption before this press release had LLEG getting $5 million in total from two payments. An "initial" payment and a "subsequent" payment due at construction finance closing.
But the reality seems much worse.
This confirms what I had originally heard about the total payment being $5 million and that LLEG is still owed approximately $2.5 million.
Once again...even through a reporter, it is not clear. On one hand there is reference to an "initial" payment...but then it sounds like that is what was due to be paid at the financial closing.
Why is the AR unpaid by the end of 2010 when the deal was done in August 2010?
Has LLEG received any cash for this transaction?
And if the $5 million was the total consideration, is only half of that going to LLEG and the other 50% to Novus and Northstar? or is the 50% referring to half of what is due LLEG?
Why can't it be explained very plainly?
Laidlaw, Cate Street spar over payment
By Melissa Grima
Berlin Sun
Sep 20, 2011 12:00 am
A dispute over payment has broken out between Laidlaw BioPower and Cate Street Capital. On Friday, Laidlaw Energy Group, a publicly traded company and member of Laidlaw BioPower, issued a press release accusing Newco Energy, an affiliate of Cate Street, of failing to make good on a purchase and sales agreement to the tune of about $5 million.
According to Laidlaw Executive Vice President Lou Bravakis, Cate Street made an initial payment of an undisclosed amount to purchase the project from them on August 27, 2010. Bravakis said that first payment was substantially less than the $5 million, which was to be paid at the time of Cate Street's financial closing according to the agreement. “We hinged all our hard work on that payment,” Bravakis said.
That financial closing took place at least two weeks ago and no payment has been received by Laidlaw.
“My colleagues and I spent over four years working on the Berlin biomass project. Long before Cate Street Capital even existed we saw the potential in the former pulp mill to help turn around Berlin's economy though renewable power generation and worked tirelessly to make that potential a reality,” said Bravakis. “I don’t mind the fact that Cate Street Capital has taken all the credit for much of the hard work we have done, but I do object to the fact that they have not honored their clear written agreement with us, have provided no reasonable basis for not doing so, and are forcing us to take extreme measures to collect what is rightly owed to us.”
Speaking for Cate Street Capital, Scott Tranchemontagne of Montagne Communications, would not elaborate the details, saying only, “there's a disagreement in the terms of our agreement with Laidlaw and it's being worked out. It will get resolved.”
According to the Laidlaw press release, that resolution will come through legal channels as they “pursue all remedies available to them, including instituting binding arbitration as provided in the purchase agreement.”
Bravakis added, “The Berlin biomass plant is projected to have a revenue stream of over $1.3 billion over the next 20 years and is also believed to be eligible for a federal cash grant of approximately $82 million due 60 days after the plant commences operations. John Halle and Cate Street Capital purchased a very good project from us and we expect them to honor their agreement with us and pay what they agreed to pay.”
Tranchemontage said the dispute would have no anticipated effect on the project moving forward or the construction schedule. Construction is expected to begin late this month and the 75MW power plant is planned to be online by fall 2013.
Cate Street announced earlier this month that it closed on the financing for the $275 million project securing $200 million in senior notes and $72.5 million in equity. The power plant, when completed, is expected to be the largest in New Hampshire and among the largest in the Northeast, employing approximately 40 people. The construction of the plant is expected to create around 400 jobs.
As I read this, it looks like LLEG is only 50% of LBP, the question is, who owns the other 50%?
At one time it looks like it was split between two entities, Novus Energy LLC and Northstar Energy LLC.
But that is shown above in the iBox
I've heard, but have not been able to verify, that the agreement was for LLEG to receive $5 million total, half last year and half when the financing was completed
But the PR states that the $5 million was due to LBP and that as a "member" of LBP, LLEG was due 50% of that. I guess one could say that they are referring to a "second" payment (I.e. There was an initial $5 million payment that LLEG got 50% of)... but if that was the case you would expect the PR to be little more explicit on that front.
At the moment I will stick with my view that LLEG only had a 50% interest in a $5 million Note and that they have no cash in the bank from this deal.
...but as always, who really knows except MBB.
Thank you....but what I think is probably no more valuable than any body else's opinion on this board.
Why?
Because we are all reading the tea leaves. The PR's are always vague and open to interpretation...which I firmly believe is by design. As a result, if there is something good to say, LLEG would say it. So it is probably a safe approach to think from the perspective of what is the worst interpretation supported by what is known. I think you will be closer to the truth than if you take the most optimistic assumption and rely on that.
As for my true gut feeling? Well, a little disclosure first. I sold my stake right after the suspension into what is known as "selling into stupid". So I am a break-even on this. I no longer hold a stake...so to the degree that influences how you feel about what I say...I wanted you to know.
I didn't think this was an outright fraud...and I still don't. But I think the common stockholder is now irrelevant to what is happening or to the management of LLEG. I don't think they planned it that way, but I think the circumstances have forced it to that point. So bottom-line...the common stock is worthless.
I think you will see one of two things happen...(1) the company will go bankrupt, or (2) an r/s will occur to the tune of about 1000>1.
Either way...a lot of good people have lost a lot of money for reasons they may never fully understand.
Sorry for the doom and gloom...but you asked.
How much could a lawsuit fetch if LLEG sues Newco? 25M? 50M?
The PR refers to a binding arbitration process. That means it is unlikely that LLEG can pursue a legal action. It can only submit to the arbitration process and the result is binding on both parties.
The only thing that is official is that Laidlaw will get 2.5 million and will be going after the other 2.5 million.
That is NOT what the PR says. It is actually quite illuminating in some ways.
1. There has been some question as to why the the AR is showing as unpaid in the end of year 2010 financials?
2. What was the definition of "retains a significant interest" that LLEG referred to on it's website?
3. What kind of issue did the SEC have with the financials?
I think the PR sheds some light on all three questions. It could be entirely possible that
1. The entire cost to Cate was a $5,000,000 "Note" to LBP.
2. LLEG appears to only have been a partner in LBP and was only due 50% of that note.
3. LLEG decided to represent that "Note" as an account receivable...big no-no. Also it appears the purchase sale agreement allowed for some adjustments...and LLEG may have made some optimistic assumptions about the adjustments to get it higher than the $2.5 million. I believe the financial was in the $2.7 million.
4. LLEG's "significant interest" was merely collecting on that note and there was no additional payment coming.
5. We also know that the purchase sale agreement has an arbitration process...so it may be likely that LLEG may not be able to sue...at least not anytime soon.
I also doubt there is ANY chance that Cate not paying the note in any way can lead to LLEG retaining any interest or ownership. The fact there is an arbitration process is one clue, the fact the consideration was a "note payable" and not cash. But more importantly I suspect, that Cate was not going to risk it's entire investment and those of it's investors over $5,000,000.
The purchase sale agreement must have also laid out some criteria under which it would not have to pay on the note. I wonder if the suspension or investigation may have given that out to Cate.
In short, I wonder if LLEG has received any cash whatsoever for its involvement in the Berlin BioPower project.
Once again it is as clear as mud...but things are starting to reveal themselves. I do not believe there is anything more coming to LLEG beyond what was shown as A/R on the 2010 financial...and it appears that they are not going to get that piece anytime soon. I believe the "LLEG retains a significant interest" line was merely a reference to getting that $2+ million account receivable paid and nothing more.
In other words, it is a pretty safe assumption that there is no cash coming anytime soon...and likely little to nothing in the bank.
Not good.
Management had established credibility with multiple sources and have obviously enhanced this credibility by successful conclusion of their efforts re Berlin project. Unfortunately the SEC problem must have diminished this status. How badly we will only know once SEC problem is resolved.
This is true. I have not ever believed this was a straight out fraud. Time and effort has achieved something...the value of which is still TBD. I think it was more a case of playing it close to the line and slipping over it.
However, it is pretty clear that the common stock was (and therefore will have to be) part of any "growth" strategy. With about 600 million shares left in the "total authorized" and the stock now in the trips, its utility to do future deals is greatly diminished if not gone.
We also know that LLEG has substantially diluted in the past.
There also does not appear to be reasonably assured source of on-going revenues that will have an impact on PPS. I realize opinions may vary here.
I can't see how future deals can be done and giving the preferreds room for conversion without more dilution?
So what are the chances that part of the clean-up of the mess with the SEC and getting back on track involves a R/S...and I am talking of the 1000>1 magnitude?
Another way to spin it could be, LLEG had leverage on how much they get because they could have pulled the plug on the whole thing and said to anyone..... You want it?
Perhaps...but there is fundamental difference in LLEG's and Cate's positions at that point.
LEGG had already sunk the costs and they held (were stuck with?)the asset no matter how its value changed. They had something to lose
Cate didn't have to do a deal and had nothing to lose at that point.
In negotiation parlance - what was each party's BATNA? (Best Alternative To a Negotiated Agreement)
For LLEG, unless there was another interested buyer their BATNA was very weak.
In Cate's case, their BATNA was likely "we look for something else to invest in".
So there are two relevant questions in trying to guess-timate the total payout to LLEG if you aren't comfortable waiting for something definitive from LLEG:
(1) Was CATE competing with another entity to do this deal with LLEG?
(2) If they weren't, did they know that?
That is not how it happened. LLEG started the development, basically got it complete (I recognize that Cate hired the lawyers to run the project thru the NHPUC portion). It was essentially an approvable project. When Cate bought it from the owners, one of which was LLEG, they bought a project with value.
There is some level of reason to that...and could mean more to LLEG than some of us think.
However, there is a flip side.
As with any negotiation, the position each party is in will strongly affect the outcome.
Its my belief that LLEG was forced to take whatever it could get...because although it had brought it this far...they could not take it further, so unless someone stepped up, in a way its value had evaporated for LLEG.
The only way this becomes an eight figure final payment is if there were other "suitors" in the process. Cate knew LLEG was against the wall, the only way they don't take advantage of that is if someone else was in play.
Does anyone know if that is the case? It would go along way to helping understand how much leverage LLEG had in the negotiation with Cate.
If there wasn't, the number is going to be much closer to a nominal rate of return.
...OR MIKE COULD JUST TELL US HOW MUCH IT IS!
Of course, one can make up whatever values one wants. Since that is what's going on, I'll try too... If new Bedford was bought for $5, generates $1B in revenue per quarter, that would put the pps closer to $3.
There is a difference between pulling something out of thin air for entertainment's sake...and trying to make reasoned assumptions based on what little information is available.
Bear seems to believe and act according to his own analysis. Do you believe and are willing to act according to your analysis?
Thus LLEG should have fulfilled their allotted supervisional role and will receive the agreed upon payment. All in good time
Allotted?
I may be mistaken, but this was NOT the business model many (including myself)were sold when they decided to invest in this stock over the years.
It is ONLY since discovering that LLEG sold their interest, that history has been revised and success claimed by some at this momumental event that Cate street and B&W will make out very well on.
In the scheme of a 2.4 billion share float microcap (and those shares only represent 30-40% of teh company equity) the one time extraordinary revenue is meaningless to price appreciation for the PPS.
This business model will do nothing for the common shareholder of LLEG.
So warm and fuzzies all around on the great day for Berlin, Cate Street and B&W...
MBB and exec's stand to make a whole lot more if they uplist and and stock goes up than divy up 3 to 5mil as some posters have stated
The question is how many birds need to be in the bush to beat the bird in the hand.
Only a small amount of their equity in the company is in the common stock...its almost meaningless.
It has value in doing more deals, granted, but many many things need to fall into place for that value to become unlocked...if its there.