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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.
The amount of financing from equity could be driven simply by the the terms of the debt, as debt will be senior to equity. For example they may need to use the equity cash first to get the project to some point and then the debt kicks in.
Reading between the tea leaves here...this likely has no implied meaning to what LEGG's final payment will be.
Its ALL cash that flows through Berlin Station's bank account at some point. Some of that cash comes through the equity sale and some comes through the financing piece.
Recognized on other sites...at the moment
Seems expectations have gone off the cliff. Where an Email from Mr Ed will have to suffice for future communication to stockholders.
It is a crappy situation. What the "reality" is at the moment is left to each person to create for themselves...in the absence of any official information from LLEG.
Expectations act as the foundation from which we spring hope.
I honestly do not like pointing out a problem in someones logic...as there is always some level of hope. My apologies for those that receive it.
The real audience for me is MBB. i hope he reads what is here. At this point pressure needs to be applied and maybe in a small way some of what gets posted here helps with that process.
A good motto about pink sheet CEO's that works well for me is "you are guilty until proven innocent". That is driven solely by the company a "good" pink CEO is forced to keep...and not a blanket accusation. MBB may be the good CEO...many here believe that sincerely.
But it is time, now, to open the curtain and give his loyal stockholders a frank assessment of where things are at and be held accountable for what he says.
I think this has been discussed enough anyone thinking LLEG is in business to uplist rather than build the business can go on believing that..
Actually I agree with your point in general. One does need their ducks in a row before trying to uplist. In and of itself, it is meaningless otherwise.
But here's the thing as it pertains to LLEG...
It has been discussed/promised for close to 5 years, if not longer. How much longer to "build the business"? Another 5 years? What if someone had told you in 2006 that 2011 will arrive and no uplist will have occurred. That person would have been labeled a "nattering nabob of negativity" by True Longs®
I also don't remember anyone expressing concern "LLEG isn't ready"...at least before now.
But then...it is all meaningless anyhow until LLEG gets out from under the SEC "investigation" cloud.
IF they did something wrong, or invested wrong IT is still a valid point that Pink sheet stocks like LLEG could invest in Profitable ventures for their shareholders rather than becoming fully reporting... That DD is generally accepted by most knowledgable investors...
Really?
So you do not believe the most valuable thing a pink sheet stock could do, to support its PPS, is uplist?
You made a comment about how a pink sheet company can best invest its money...in projects instead of uplisting or reporting. I was merely pointing out a flaw in that logic, in that, had they made the investment, they probably would not have been suspended by the new microcap fraud squad(unless the issues go far beyond what many longs have quoted here), and it might probably have been cheaper than the costs they are now facing to deal with the suspension.
If I misunderstood the point you were making my apologies.
COMPANIES SUCH AS LLEG COULD USE FUNDS THAT WOULD BE REQUIRED TO KEEP THE COMPANY REPORTS COMPLETE AND CURRENT FOR BETTER "PRODUCTIVE PROJECTS" THAT WOULD BENEFIT SHAREHOLDERS
I wonder what addressing this suspension is going to cost LLEG?
well, I was responding to the statement that "There's never a good or legitimate reason for any company to elect to stay Pink"
Bringing ADR's into the mix is a straw man argument...but you got him on the semantics.
As for my reference...it was missing a "that are traded"...referencing unsponsored and level 1 ADR's...that DO NOT file with the SEC. Obviously an ADR that is reporting is even farther away from LLEG for any meaningful comparison.
Again, they all still do have to file in their home country...so at least one can look somewhere.
That makes them lightyears different than a domestic pinkie.
LLEG has been talking about uplifting for at least the last 5 years. It's a common refrain from domestic pinks.
Keep the dream alive!
I think LLEG and other companies -- Nestle (market cap $202B), BASF ($55B), Daimler($47B), China Construction Bank ($179B) -- would disagree with that statement.
LEGG is not traded as American Depository Receipts and is not a foreign stock issue. It is obvious, to most of us at least, that what sunspotter is referring to are US based companies that choose to trade as a pink. It just so happens that ADR's are traded in the OTC "Other" category since they do not file with the US SEC, but they DO FILE (and HAVE to file) with their own countries Securities Regulator. A US based pink does not have to file with anyone.
The comparison is meaningless...and in fact, downright risky to someone that does not understand the difference.
As well management of LLEG will also receive remuneration for supplying ongoing advice to Burgess Biopower. It is not clear if this income would result in income to LLEG
This somewhat confirms one of the things that concerned me, in addition to the non-insider common stock ONLY representing 30% of the company equity.
The consulting fees are going directly to Bart and crew and not to the company. This was first a vague reference in minutes from one of the PUC meetings I believe. Also, the vague reference on the website to the ongoing support leaves this possibility wide open.
I guess everyone has to interpret in their own way how they feel about that.
Maybe the City of Berlin has some sort of retirement fund that could buy 3.4B shares for $0.01.
Everyone comes to first understand, and then accept reality in their own way and in their own time.
Mine came on June 7....my freakin' birthday of all days.
It is a glorious time to be a resident of Berlin thanks to Laidlaw Energy!
And to thank us, every resident should invest in Laidlaw stock.
I am not sure how else to translate this "glorious time" for Berlin into PPS appreciation for us.
I feel like the guy I believed in and bought the ticket from told me he sold it as the train pulls away from the platform...and has yet to tell me what we got for it, or when/where the next train is.
When it gets to the point that True Longs® start clammoring for some communication and it is not forthcoming...then you know that the silence is likely serving a purpose not related to supporting the common stockholder.
WHAT HAS HAPPENED IN PAST 2 WEEKS?
It appears Berlin financing is complete, so it is moving forward.
Lots of guesses as to what that means, specifically, for LLEG.
Nothing heard from management.
Stock price is vacillating between 0.0007 and 0.002 on irregular volume.