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Yes, Egan owned 334,679,952 shares.
Delfin paid next to nothing to get control of the shell.
But Egan didn's sell them 51% and keep the remaining 24.8% that he owned, he sold Delfin enough shares so he would retain just under the 5% ownership that would have required him to file any trades, 4.9502% to be exact.
Not even 10% or 15%, but sub-5%.
Pretty obvious why he did it.
Nope, material events need to be disclosed, even if details can't be.
There's no money, hence all the additional toxic notes and the PPS collapse.
Here's the problems with THAT!
Delfin bought majority control of the ticker. Unlike the 29.1% owners, they are free to do what they want.
The price was not "too good to be true". In fact it is true. Remember, like the unused pipes that Delfin bought, the shell was worth less than zero to Egan, he was paying to keep it current. It's worth $25k to Delfin because they can now do what they want with it. Fair price for both. Egan had/has shares now worth $3 million. Before his shares were worth almost nothing AND he was paying TGLO's expenses.
Enthusiasm and a great story? That's a contribution in what sense? Compared to hard assets? That sort of contribution might have value in a traditional stinky pinkie with shares to dump and no assets, but not for a legit company like Delfin.
I guarantee that when Delfin does their reverse split and secondary offering, no one who didn't get convinced to buy shares based on stories and enthusiasm will care, or have any expectation other than that's how all recapitalizations work.
Find one example where there was a merger between two companies where the resulting stock ownership wasn't based on each companies contribution of assets to the mix.
Now if you're talking about a RM between 2 stinky pinkies where neither has assets, then yes, no adjustment to the equity may be needed. But when both have assets or one has assets and the other doesn't, equity is always adjusted.
I'd love to see examples where this isn't the case from you or anyone else.
As for seeing what the company says, I doubt you'll get a response. I've asked for clarification on their plans several times and never heard back. I suspect they won't divulge anything until they do their filings.
Where are you getting any idea of dividends? Dividends are paid by companies with excess cash. Delfin needs to RAISE cash. That's the whole purpose for doing a RM into a public company.
What you're likely to see in a PR and filings are:
Delfin announcing a new share structure - reverse split followed by Deflin reverse merging into TGLO and selling its assets to TGLO for most of the O/S.
Then (or maybe simultaneously) a secondary offering of shares to new investors to raise capital.
Not possible. If there was any payout coming from Comcast, PNTV would have had to disclose it. They might be able to avoid specifying details like the amount or timing, but they'd have to disclose such a material event.
The fact that the only statement PNTV has made is that they're "happy with the settlement" tells us there's no windfall, or perhaps even legal fees coming. You can be sure PNTV would not have taken on all the new toxic notes if they had any other choice. Any bank in the world would have loaned them money against a guaranteed cash flow from Comcast.
It's not debatable. One look at the financials will show you TGLO's existing shareholders are providing nothing. They may get a small percentage of the equity if Delfin is feeling generous.
New shareholders, who will ACTUALLY be providing value and Delphin who will ACTUALLY be providing value will of course get the equity they deserve.
Will it be 50.1% Delfin, 49.9% new investors? One possibility.
What it won't be is 50.1% Delfin, 29.1% existing investors, 20.8% new investors.
There's no distinction between a dividend stock and a non-dividend stock (which TGLO will remain for a very long time) as far as investors providing value, but surely you can see that existing TGLO investors have provided no value to the merged company. Just look at the balance sheet. It's pretty clear. New investors who contribute capital (outside investors) and assets (Delfin) to the merger company will be the ones to hold the equity, as that's the only reasonable option.
You are 100% correct. Delfin bought control of a shell so they had the option to RM into it. In doing so, they will be contributing more than 100% of the capital into the company. When RMs take place, the equity split is always determined by relative asset contribution. TGLO's existing shareholders are providing nothing and in a fair valuation, will get nothing. If Delfin feels generous, perhaps they will leave a one percent ownership to existing shareholders.
Whatever they decide, it will be far less than the current $17.5 million in equity value for the shares not held by Delfin.
Yes, this filing represents the 70.9% Delfin owns of TGLO. Fairwood does not have additional ownership. If they did, they would be required to file a form 4 or 13D.
" These shares are owned directly by Delfin Midstream LLC, which is a majority-owned subsidiary of Fairwood Peninsula Energy Corporation. Fairwood Peninsula Energy Corporation is an indirect beneficial owner of the reported securities. Fairwood Peninsula Energy Corporation disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein."
This is not an IPO. Companies reverse merge based on asset value. TGLO has negative asset value. Delfin has multiple millions in asset value. Why would Delfin value TGLO at 29%, or anything other an a nominal 1% when TGO shareholders contribute NOTHING to the combined entity?
Delfin has no E, so their P/E is a very big negative.
Their 100% of assets will always be worth more than 71% of their assets.
And they will want, and NEED to ensure that they maximize the value of those assets when they do a secondary offering to raise capital. And, again, donating 29% of those assets to TGLO shareholders in exchange for nothing of value doesn't help that secondary offering.
Keep in mind that for Delfin to tell friends and family to buy TGLO shares, then favorably reward those shares with an outsize ownership percentage of the merged company, would be considered insider trading and likely result in civil and possibly criminal penalties.
So my guess is, that's not what's happening.
There's absolutely no reason for them to give 29% of the ownership to a bunch of shareholders who could have paid less than 1 cent for their shares.
Deflin is contributing 100% of the assets to the merged company. They should have 100% of the stock. If they decide to give current shareholders .1%, it would be an extremely generous offer.
Remember, TELL gave MPET shareholders 3% of the merged company equity because MPET contributed 3% of the assets to the combined company. TGLO shareholders are contributing 0% of the assets to the merged company. In fact, they're contributing LESS THAN 0% because TGLO now owes Delfin $50k.
So....
Spot on! Delfin isn't rewarding TGLO shareholders for contributing $0 to the merged company.
I hear their attitude is, "Anyone who didn't sell their shares in a worthless shell at a market cap of $50 million plus isn't getting our money".
No, TELL had plenty of room in the A/S in their NASDAQ R/M.
They took 97% of the ownership based on contributing 97% of the assets to the merged company.
What percent will Delfin take based on contributing 100% of the assets to the merged company?
Here's the equation I think solves that:
97/97=x/100. Though if Delfin is feeling generous, they may decide x=99.x%.
It's in the stickies!!!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139918947
So much misunderstanding about R/Ms and secondary offerings.
There are many incorrect assumptions floating around:
- Delfin wants (or even needs) existing TGLO shareholders. When they do a secondary offering, assuming it's successful, it will provide more shareholders than they need to uplist. And those shareholders will have paid much more than current shareholders for their shares because current shareholders will be R/Sed down significantly.
- Delfin doing a reverse split will make them lose control of the company. A reverse split changes nothing about ownership percentages, so Delfin will still own 70.9%.
- Deflin will contribute their assets to TGLO with the current share structure. Diluting their assets by 29% off the bat serves no purpose and violates their fiduciary duty to the current Delfin shareholders.
The reality is that Delfin will do what TELL did and what all legit companies do who want to go public via a reverse merger:
- They'll reverse split to create a large number new shares for sale.
- They'll exchange a large number of new shares for their assets which they will be selling to TGLO.
- They'll do a secondary offering to boost their capital
- They'll uplist to Nasdaq.
It's worked for the PNTV pump and dump, at least for a while. I think people have caught on though, since it's usually paid for with shares that get dumped.
So wrong.
Thanks BZ!
The steps they'll take to raise capital, which after all is the only reason to RM into TGLO.
An uplist is a possibility at some point, especially if they want to raise a significant amount of money.
The key is that in any reverse merger, the allocation of ownership between the two merging entities is based on their relative asset contribution. The notion that because Delfin only owns 71% of TGLO currently they will maintain that ownership percentage after placing their assets into the merged entity is utterly wrong.
I know that's true in theory, but this wouldn't be the first STOP sign stinky pinkie where the toxic lenders and TA didn't follow the rules.
Regardless, there will be plenty more in the future as they debt just keeps getting bigger and bigger.
Company missed the 10K filing deadline and now has a stop sign. Dilution is through the roof and more toxic notes issued.
Tweets are just there to sucker more retail buyers in.
They had just $27k in revenue their last reported quarter and spent double that in DIRECT costs just to get it. Then they spent another $375k in SG&A.
In 9 months last year they issued $600k in new toxic notes
In 16 months, the O/S has gone from 28.6 million to 709 million. That's a 25 fold increase!
Anyone buying these shares at any price is just feeding the toxic lenders.
I can't even imagine what the O/S and toxic debt situation will look like a year from now.
It's gonna be bad.
It looks to me like the continuing pull back that started when they delayed the 10K as much as possible.
I don't see the "annual report" BS working any better than the pre-10K pumping PRs did or their videos.
Once $.05 was breached, it looks like it's just going to keep heading down.
It is rather amazing how easily investors can be convinced to hand over their money to toxic note holders.
A little surprised Picasso took the day off, but the 3 final trades all being sells into the bid doesn't bode well.
Clearly one or more shareholders realizes this isn't going up, let alone to $$.
Sorry, not buying the "one shareholder dumped most of the shares today" story. Trades at the bid, the ask and everywhere in between for 200-30k shares sound like a lot of sellers to me.
LOL, now you know why they decided to take the STOP sign rather than file 2017 results.
I know a lot about how these reverse mergers work, but unfortunately, I'm not psychic.
If the stock were not going to be reverse split and would go to $1+ when a RM is announced, wouldn't you see buyers lining up at 13 cents and the PPS increasing instead of falling?
If you look at the activity recently, the highest volume days are down days.
I leave it to others to opine on the market psychology of hyped pinkies. I simply know that Delfin isn't giving away valuable assets to TGLO shareholders for no financial (equity) consideration.
You're misreading.
The 10K statement says they have 524 shareholders identified by name through their accounts. They have additional shareholders where the shares are held in "street name", aka, the brokerage reports them as a single figure, even though they are made up of many smaller accounts.
https://www.investopedia.com/terms/i/instreetname.asp
Tallisman has already been included on a 13d https://backend.otcmarkets.com/otcapi/company/sec-filings/12472775/content/html as an insider/5% owner by virtue of their control person status in Fairwood. Any additional shares they buy or sell need to be reported on form 4s. And as we see, there are none.
"Talisman Global Capital Master, L.P. (“ Talisman ”) and its affiliated entities owns approximately 29% of the equity interests of Fairwood and may be deemed to control Fairwood. "
Talisman does not hold shares directly, or they would have had to file their own form 13 or form 3.
Have you seen all the shares they've dumped via toxic note conversions at $.00005/share?
https://backend.otcmarkets.com/otcapi/company/financial-report/182876/content
They have no profit coming in. The IBM and other stories are just ways to get people to buy the toxic shares at $.0001 so they can get more money from the toxic lenders.
It is meaningless. All they said is that they believe all the insiders and 5% owners have filed form 3s and 4s showing their ownership in a timely fashion, except for Nichols, though since he owns no shares, I'm not sure he even needed to file a form 3.
"Based solely on our review of copies of Forms 3 and 4 and any amendments furnished to us pursuant to Rule 16a-3(e) and any written representations referred to in Item 405(b)(2)(i) of Regulation S-K stating that no Forms 5 were required, we believe that, during the 2017 fiscal year, our officers, directors and all persons owning more than 10% of a registered class of our equity securities have complied with all Section 16(a) applicable filing requirements, except that the Form 3 for Mr. Nichols was not timely filed."
This idea that Delfin or any insiders associated with them would ignore the SEC regulations and purchase stock without reporting it is simply wrong.
Owning shares in street name does not exempt an insider from being required to report them.
Too funny. One seller made tons of small trades at different prices, sometimes on the bid, sometimes the ask and sometimes in between?
Doesn't sound right to me.
I did, but the free money was from pinkie investors buying TGLO stock, not Delfin.
I took advantage of the very generous offer.
Still enjoying it.
Looks like a few more folks have figured out that Delfin isn't operating a charity for TGLO shareholders.
"Cresent Construction Company, Inc. Receivership, LLC ".
That doesn't sound good.
Sounds like Cresent is being run by a receiver or will be and no longer owned by TCA/Cresent or IHSI.
Let's start off by understanding that what you just claimed (correctly) is that a R/S would NOT affect Delfin's TGLO ownership IN ANY WAY. So we agree on that point at least.
Then let's look at your claim that a secondary stock sale would cause them to lose majority control.
As I have stated many times, it could. But whether it does or not is ENTIRELY up to Delfin. If they want to raise more money, they'll need to give up majority control. If they will take less in a secondary sale, they can issue only enough new shares to leave them with > 50% ownership.
If you're basing your expected value of Delfin's secondary offering on the "billions they need", that's just wrong for a number of reasons.
1. What they need has nothing to do with what investors will be willing to give them.
2. You seem to go back and forth on whether Delfin already has billions (via loans or private investment) or a much smaller amount of assets. I'm firmly in the "less than $100 million in net assets" camp.
Their R/S is likely to be far greater than 1:5. Minimum 1:30 IMHO. That will let them exchange their assets for a 99% ownership stake, which I believe is the minimum fair value split between Delfin, contribution millions in assets to the merged company and TGLO contributing net liabilities.
The PPS post R/S and as priced for the secondary bears no relationship to the R/S ratio. It depends solely on what investors putting capital into the company are willing to pay. Immediately following a R/S, it's likely the price will fall. Once Delfin makes clear the ownership ratio and prices a secondary offering, it may go up or down, depending on the market.
Buying toxic shares in a pump and dump is expensive and NoHo isn't building anything other than toxic note balances and the O/S.
Sounds like they don't own it now. From the 8K/A
"No orders have been issued in any of such litigation supplying TCA or the Registrant with control of Crescent."
What's also disturbing is that in the filing announcing the acquisition, they stated, "Cresent financial year end, October 31, 2016, Cresent Construction recorded revenues of over $7.2 million, a gross profit of over $581,000 and a net income (profit) of $387,000."
In the 8K/A, Crescent's revenues were $7.1 million, gross profit was $377k and net income was $257k.
The original 8K was filed almost 6 months after the close of Crescent's fiscal year and yet was way overstated in gross profit and net income.
LOL, yeah, companies want to keep their PPS low to avoid having to file earlier. ROFLMAO.
Also, to be deemed an accelerated filer, a company needs $75 million in PUBLIC FLOAT.
That's about 58 cents/ share for TGLO.
Of course there is. Delfin will retain 71% ownership in a R/S. It changes nothing, other than the actual share count. Then they'll purchase more shares by placing their assets into TGLO, upping their ownership to 99% or more. Then they'll sell shares to raise capital. They may sell enough shares to leave them with majority ownership, or they may sell more than that.
Either way, there's absolutely no reason for them to sell any shares now, especially given that they'd have to report those sales (as well as any buys, so we know they aren't buying either).