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Right now I would be happy to see it burp.
Beautiful close
For all of eternity, it would seem
Thanks for the informative info.
This is impressive!!!!
Not saying that, but I find it odd, maybe they are using the shares to purchase. I don’t know what the answer is but I’m being very cautious.
Look at the latest 10Q they did authorize and increase of shares, you can see it on page 20.
NOTE 12
SUBSEQUENT EVENTS
The Company has received an executed written consent from a majority of shareholders of the Company’s common stock with respect to taking the following actions:
1.
To approve the Resolutions to amend the Corporation’s Articles of Incorporation to increase the authorized shares of common stock to 975,000,000;
So what do you think the game plan is
I just found their letter of intent. The most concerning thing is they have not reported since 2017. They can be delisted easily enough and I’m sitting on one now that, that happened to.
Need a little help?? When I look up info on this company it talks about mining but it seems they are selling ice cream. What am I missing???
When do we think news is coming
When are they planning to release
When is the report coming out?
Got it
Why not, I was thinking about this earlier today. Over 35mil shares traded and the price came down. I actually thought on this the other day when the same report talked about buying shares back also talked about raising the share count. Why raise the share count if you are planning on buying them back?
I believe that the NOL will be offset by any forgiving debt, so is it not misleading to assume they will be able to utilize the entire NOL.
Thanks
Ok thanks
Quick question, where dose it say anywhere about buying Rotmans, it says it will buy 58% to 100% of Murida Furniture Co., as shown in line 8. Even if I’m missing something how can they buy a 31,000,000 dollar company based on their balance sheet? It also appears that the have authorized share increase.
12
SUBSEQUENT EVENTS
The Company has received an executed written consent from a majority of shareholders of the Company’s common stock with respect to taking the following actions:
1.
To approve the Resolutions to amend the Corporation’s Articles of Incorporation to increase the authorized shares of common stock to 975,000,000;
2.
To create a Class A Preferred Shares and to (i) set aside 300 shares for such class, (ii) to provide voting approval as a separate class on all matters, (iii) to provide 40% voting approval when joining with the common stock as of the date of issuance on all matters, (iv) permit the redemption of all but one share no earlier than two years after the date of issuance, in the Corporation’s sole discretion, at a redemption price of $75,000 (for 299 shares) per year, each subject to the continuation by holder of a guaranty on $3 million in debt for the benefit of the Corporation (such guaranty being several but not joint);
3.
To create a Class B Preferred Shares and (i) to set aside 50 shares for such class, (ii) to provide 20% voting approval when joining with the common stock as of the date of issuance on all matters, (iii) permit the redemption of all shares no earlier than two years after the date of issuance, in the Corporation’s sole discretion, at a redemption price of $50,000 (for 50 shares) per year, each subject to the continuation by holder of a guaranty on $500,000 in debt for the benefit of the Corporation (such guaranty being several but not joint);
4.
To create Class C Preferred Shares and (i) to set aside 300 shares for such class, (ii) to provide 10% voting approval when joining with the common stock as of the date of issuance on all matters, (iii) permit the redemption of all shares no earlier than two years after the date of issuance, in the Corporation’s sole discretion, at a redemption price of $150,000 (for 300 shares) per year, each subject to the continuation by holder of a guaranty on $3 million in debt for the benefit of the Corporation (such guaranty being several but not joint);
5.
To approve the Resolutions to amend the Corporation’s Articles of Incorporation to change the name of the Corporation to “Vytex Corporation”;
6.
To authorize a reverse stock split of the common stock of the Corporation at any time over the next 12 months in the Board’s discretion, at a range from 5:1 through 50:1;
7.
To authorize a raise in capital for up to $2 million in convertible notes;
8.
To approve the Resolutions to acquire from 58% to 100% of the shares of Murida Furniture Co., Inc. dba Rotman’s; and
9.
To approve the Resolutions to acquire substantially all assets of Fluid Energy Conversion in consideration of a $100,000 convertible note pursuant to the Asset Purchase Agreement.
During the period October 1, 2018 through the date of these statements an additional 24,288,119 shares of common stock were issued on convertible notes and 15,000,000 shares of common stock for CMA were still being held in escrow.
I know we have all been here a long time and may be here for ever but maybe we will get a break, who knows. In the meantime I found this one yesterday and been only watching it and looking into the company, it seems legit but who knows. I will decide tomorrow rather I’m jumping in or not but thought I would share. VYST is the ticker, the company is planning on buying back about half of the outstanding shares and return them to the treasury. The whole idea is to get listed to nasdaq and have their company inline to compete with their competitors.
Sweet, let's hope you are right
Thanks, so you are thinking that verbiage stands on the idea it wasn't revised.
It would still be better if they wrote it out again.
I call total BS, this is from the latest 13D/A and there is a copy of it floating around and it talks about commons staying intact, sorry someone on this board added that from what I can tell.
Here it is, I copied it from the filing and you can see there is nothing that says anything about commons.
The Purchase Agreement provides for a total purchase price of approximately $5.2 billion, comprised of: $850 million in cash to be funded with the proceeds of a new $1.3 billion ABL Commitment; a credit bid of approximately $1.3 billion; the roll-over of (and release of the Debtors with respect to) approximately $621 million of senior indebtedness; the assumption of all of the outstanding liabilities of the SRC Entities, in the amount of approximately $592 million; $35 million in cash in consideration for the release and settlement of certain claims by Debtors; the assumption of up to $166 million of payment obligations with respect to goods ordered by the Sellers prior to the closing of the Going Concern Transaction (but as to which goods the Sellers have not yet taken delivery and title prior to closing); the assumption of up to $139 million of 503(b)(9) administrative priority claims; the obligation to reimburse the Sellers for up to $43 million of additional severance costs to be incurred by the Sellers; the assumption of all cure costs related to contracts to be assumed by Transform Holdco (estimated to be up to $180 million); the assumption of up to $134 million of property taxes with respect to the properties to be acquired by Transform Holdco; the obligation to pay up to $19 million in transfer taxes; the assumption of approximately $4 million in mechanics’ liens; up to $17 million in cash to purchase cash in store registers as of the closing of the Going Concern Transaction; and the assumption of approximately $1.1 billion of assumed liabilities with respect to certain protection agreements, gift cards and accrued points under the Shop Your Way program.
I did find this in the first filing but the second does not seem to have this verbiage any where that I can fine.
What I am talking about is in the last sentence.
Levi Quaintance, Vice President
Ladies and Gentlemen,
This letter indicates the terms upon which Transform Holdco LLC (“Buyer”), a newly formed entity controlled by ESL Investments, Inc. (“ESL”), would be prepared to acquire substantially all of the go-forward retail footprint and other assets and component businesses of Sears Holdings Corporation (together with its subsidiaries, “Sears”) as a going concern (the “Going Concern Proposal”). This letter is being submitted in response to the process letter filed with the United States Bankruptcy Court for the Southern District of New York (the “Court”) on behalf of the debtors (the “Debtors”) in the Chapter 11 cases captioned as In re Sears Holdings Corporation, et al. , Case No. 18-23538 (Bankr. S.D.N.Y.) (RDD) on November 21, 2018 (the “Process Letter”) [Docket No. 862] and the Global Bidding Procedures (the “Bidding Procedures”) set forth in the Global Bidding Procedures Order entered on November 19, 2018 [Docket No. 816].
Sears is an iconic fixture in American retail and we continue to believe in the company’s immense potential to evolve and operate profitably as a going concern with a new capitalization and organizational structure. Our proposed business plan envisages significant strategic initiatives and investments in a right-sized network of large format and small retail stores, digital assets and interdependent operating businesses. We believe that our strategy will enable Sears to prosper in an integrated consumer and retail landscape and view a going concern transaction as essential to providing optimal value to creditors and shareholders.
I feel like it would have to be the last 13d/a filed. I have scan through page 60 and still have not found any such wording yet.
Wrong, it’s in bankruptcy they may have averted liquidations but it’s 100% bankruptcy.
Thanks for your input at the end of the day I will either wished I had bought more shares or think man that was a waste of good money, but that’s how the game is played.
Absolutely true, that is probably the most truthful thing I have read on this board. Understand, I have no desire to put up post that try to manipulate the price nor do I believe that really works to greatly, maybe in some cases I’m sure it would. Course if you look back I post very little, I come here for bits of info to research out before buying and for kicks and grins. It was just yesterday I decided to dig in to the position on NOLs and to share that info.
First off nothing is confirmed until the judge says it is, now I do believe the judge will confirm it. Second I want be chasing anything, I will buy a few thousand shares before February depending on price, but I can assure you I want have so much in this that I will be running for the exit either. As far as following the money, I did that Friday with before the mad exodus.
Here is one item, take a look at it, it’s not like he went out to buy shares to buy shares, it was part of the purchase agreement.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
“On January 17, 2019, Transform Holdco entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among Transform Holdco, Holdings and certain subsidiaries of Holdings party thereto (Holdings, together with each of Holdings’ subsidiaries party thereto, the “Sellers”) to acquire substantially all of the go-forward retail footprint and other assets and component businesses of Holdings as a going concern (the “Going Concern Transaction”).
The Going Concern Transaction was determined to be a “Successful Bid” during an “Auction” (each, pursuant to the Bidding Procedures) that commenced on January 14, 2019 and concluded on January 17, 2019.
The Purchase Agreement provides for a total purchase price of approximately $5.2 billion, comprised of: $850 million in cash to be funded with the proceeds of a new $1.3 billion ABL Commitment; a credit bid of approximately $1.3 billion; the roll-over of (and release of the Debtors with respect to) approximately $621 million of senior indebtedness; the assumption of all of the outstanding liabilities of the SRC Entities, in the amount of approximately $592 million; $35 million in cash in consideration for the release and settlement of certain claims by Debtors; the assumption of up to $166 million of payment obligations with respect to goods ordered by the Sellers prior to the closing of the Going Concern Transaction (but as to which goods the Sellers have not yet taken delivery and title prior to closing); the assumption of up to $139 million of 503(b)(9) administrative priority claims; the obligation to reimburse the Sellers for up to $43 million of additional severance costs to be incurred by the Sellers; the assumption of all cure costs related to contracts to be assumed by Transform Holdco (estimated to be up to $180 million); the assumption of up to $134 million of property taxes with respect to the properties to be acquired by Transform Holdco; the obligation to pay up to $19 million in transfer taxes; the assumption of approximately $4 million in mechanics’ liens; up to $17 million in cash to purchase cash in store registers as of the closing of the Going Concern Transaction; and the assumption of approximately $1.1 billion of assumed liabilities with respect to certain protection agreements, gift cards and accrued points under the Shop Your Way program.
The Purchase Agreement provides that Transform Holdco will provide offers of ongoing employment to approximately 45,000 employees of Holdings, and through February 1, 2020, the end of the current fiscal year, provide salary continuation, substantially comparable benefits and reinstate Holdings’ prepetition severance program for all employees that accept their employment offer at close.
In connection with the execution of the Purchase Agreement, Transform Holdco has entered into a debt commitment with certain lenders with regard to the new ABL Commitment, an updated Rollover Commitment, an updated Real Estate Commitment and an updated Equity Commitment
Yes, here is one item listed.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
“On January 17, 2019, Transform Holdco entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among Transform Holdco, Holdings and certain subsidiaries of Holdings party thereto (Holdings, together with each of Holdings’ subsidiaries party thereto, the “Sellers”) to acquire substantially all of the go-forward retail footprint and other assets and component businesses of Holdings as a going concern (the “Going Concern Transaction”).
The Going Concern Transaction was determined to be a “Successful Bid” during an “Auction” (each, pursuant to the Bidding Procedures) that commenced on January 14, 2019 and concluded on January 17, 2019.
The Purchase Agreement provides for a total purchase price of approximately $5.2 billion, comprised of: $850 million in cash to be funded with the proceeds of a new $1.3 billion ABL Commitment; a credit bid of approximately $1.3 billion; the roll-over of (and release of the Debtors with respect to) approximately $621 million of senior indebtedness; the assumption of all of the outstanding liabilities of the SRC Entities, in the amount of approximately $592 million; $35 million in cash in consideration for the release and settlement of certain claims by Debtors; the assumption of up to $166 million of payment obligations with respect to goods ordered by the Sellers prior to the closing of the Going Concern Transaction (but as to which goods the Sellers have not yet taken delivery and title prior to closing); the assumption of up to $139 million of 503(b)(9) administrative priority claims; the obligation to reimburse the Sellers for up to $43 million of additional severance costs to be incurred by the Sellers; the assumption of all cure costs related to contracts to be assumed by Transform Holdco (estimated to be up to $180 million); the assumption of up to $134 million of property taxes with respect to the properties to be acquired by Transform Holdco; the obligation to pay up to $19 million in transfer taxes; the assumption of approximately $4 million in mechanics’ liens; up to $17 million in cash to purchase cash in store registers as of the closing of the Going Concern Transaction; and the assumption of approximately $1.1 billion of assumed liabilities with respect to certain protection agreements, gift cards and accrued points under the Shop Your Way program.
The Purchase Agreement provides that Transform Holdco will provide offers of ongoing employment to approximately 45,000 employees of Holdings, and through February 1, 2020, the end of the current fiscal year, provide salary continuation, substantially comparable benefits and reinstate Holdings’ prepetition severance program for all employees that accept their employment offer at close.
In connection with the execution of the Purchase Agreement, Transform Holdco has entered into a debt commitment with certain lenders with regard to the new ABL Commitment, an updated Rollover Commitment, an updated Real Estate Commitment and an updated Equity Commitment
Not for at least two years.
Disadvantages of Section 382(l)(5)
Apart from the obvious advantages of saving NOLs, there is a decided downside to using this provision. There is a subsequent ownership change rule that has caught more than a few tax practitioners asleep. If within two years following a change in ownership to with the 382(l)(5) exemption applies, there is yet another ownership change, the 382 limits will apply with a vengeance.
On the second change within two years, the 382 limit will be zero! that means the NOLs you've worked so hard to preserve will be zero. Ouch!
There is also a special valuation rule. If a corporation chooses not to avail itself of section 382(l)(5) (or is unable to do so), the value of the corporation that is used to determine the section 382 limit will be increased to reflect the surrender or cancellation of creditor's claims in a G reorganization, or the exchange of stock for debt in the bankruptcy case. This special bankruptcy valuation rule applies to a corporation that either cannot qualify for section 382(l)(5) relief, or chooses not to use it. On the latter point, there is a special elect-out provision that entitles a corporation that would otherwise qualify for 382(l)(5) relief to affirmatively avoid this provision.
Thanks and to you to, but I’m not holding any shares as of yesterday, but I am still playing it’s ups and downs, course I’m undecided what I will do as we get closer to Feb. . Maybe take a 1000 share position depending on price an hold through but by no means will I invest what I have been flipping.
https://www.otcmarkets.com/filing/html?id=13161085&guid=2ia8UFrm_ADbgyh
This is what they are talking about
Did you read the 13D/A, you may want to, those shares want bought through his TDAMERITRADE account.
Not fear-mongering REALITY, no one on this board knows if commons will remain nor do they know if they will be wiped out, “you don’t know what you don’t know. All I did was provide information to this board to be looked at an scrutinized so that we can all benefit from facts not a wish list torn right from the Sears wish book, that I love to look at as a kid by the way.
I’m not a naysayer but I do have enough since to use GOOGLE. I’m not saying they will be wiped out, but according to this article they can be and still use the NOL.
Bankruptcy Exception
The most important portion of section 382 in the bankruptcy context is section 382(l)(5). Under this provision, the section 382 limits on the use of NOLs following an ownership change will not apply if:
1. The corporation is under the jurisdiction of the court in a bankruptcy case before the ownership change; and
2. The corporation's pre-change shareholders and qualified creditors (determined immediately before the ownership change) own at least 50 percent of the value and voting power of the loss corporation's stock immediately after the ownership change and as a result of being pre-change shareholders or qualified creditors immediately before the ownership change.
This second requirement actually encompasses a whole list of requirements, including some important definitions. Before we get to those all-important definitions, though, note what the bankruptcy NOL exception means in the event it applies. Instead of being limited in using NOL's post bankruptcy (and post ownership change) by the long-term tax exempt rate, the NOLs will be available in a unrestricted fashion. The only price tag for using the NOL's in this way is that they will be reduced to the extent of interest deducted during the three year period that precedes the tax year in which the ownership change occurs, and during the portion of the year of the ownership change (but before that change occurs). See I.R.C. §382(l)(5)(B).
More Definitions
One of the key aspects of qualifying for NOL relief is determining just who the "qualified creditors" are. After all, it is simple to determine the identity of the pre-change shareholders. These pre-change shareholders, together with the "qualified creditors," must own at least 50 percent of both the value and voting power of the loss corporation's stock when the smoke clears. Comparing the shareholders before and after the ownership change is fairly straightforward.
Significantly, it is not even important what the percentage is between the portion of the company owned by the pre-change shareholders and the ownership interests held by the qualified creditors. Thus, it may be that the qualified shareholders will own all of the corporation after the smoke clears, and that the common shareholders will be frozen out entirely. That actually occurs with some frequency. This is still okay under section 382(l)(5). NOL relief will still be available.
To be a qualified creditor, a creditor must meet one of two tests. The creditor must have been a creditor at least 18 months before the date of the filing of the bankruptcy case. Alternatively, the debt must have arisen in the ordinary course of the business of the debtor, and be held by the person who at all times held the beneficial interest in that indebtedness.
This second wing of the "qualified creditor" definition focuses on trade debt, debt that is acquired by the debtor in the ordinary course of the debtor's business (not in the ordinary course of the creditor's business). Thus, lenders who may acquire claims in the ordinary course of their own lending business would not constitute qualified creditors for this purpose, unless they held their debt for at least 18 months prior to the bankruptcy filing date.
Interestingly, there is no statutory continuity of interest requirement before the section 382(l)(5) exception is available. This means that the business of the old debtor corporation need not be continued insofar as the preservation of the NOLs is concerned.
Advantages of Section 382(l)(5)
The advantages of these rules set forth in section 382(l)(5) are fairly obvious: a corporation can maintain its NOLs (and maintain them in unrestricted fashion) notwithstanding the fact that the company's stock might otherwise be deemed to have been the subject of an ownership change and therefore be limited in the subsequent use of its NOLs. Although the section 382(l)(5) provision is available only in a bankruptcy case (or similar proceeding), this provision allows the corporation to exchange outstanding debt for new stock without falling subject to the dreaded 382 limitations. (It's always been puzzling what a proceeding "similar" to a bankruptcy case might be, but it doesn't appear to expand the availability of the provision in any substantial way.)
In evaluation whether the ability to extinguish debt with stock (without triggering section 382 limits) is significant in a particular case, other factors should be considered. Predominately non-tax considerations will likely govern the appropriateness of the bankruptcy filing. Moreover, the importance of avoiding the section 382 limits can only be thoroughly evaluated by calculating the 382 limits in a particular case.
You are correct, I have been in and out, taking profits when they were there. My original thought was to hold but then I realized commons are not guaranteed and it would be stupid to miss out on profits or worse yet loose the whole investment.
Maybe but maybe not read this.
Bankruptcy Exception
The most important portion of section 382 in the bankruptcy context is section 382(l)(5). Under this provision, the section 382 limits on the use of NOLs following an ownership change will not apply if:
1. The corporation is under the jurisdiction of the court in a bankruptcy case before the ownership change; and
2. The corporation's pre-change shareholders and qualified creditors (determined immediately before the ownership change) own at least 50 percent of the value and voting power of the loss corporation's stock immediately after the ownership change and as a result of being pre-change shareholders or qualified creditors immediately before the ownership change.
This second requirement actually encompasses a whole list of requirements, including some important definitions. Before we get to those all-important definitions, though, note what the bankruptcy NOL exception means in the event it applies. Instead of being limited in using NOL's post bankruptcy (and post ownership change) by the long-term tax exempt rate, the NOLs will be available in a unrestricted fashion. The only price tag for using the NOL's in this way is that they will be reduced to the extent of interest deducted during the three year period that precedes the tax year in which the ownership change occurs, and during the portion of the year of the ownership change (but before that change occurs). See I.R.C. §382(l)(5)(B).
More Definitions
One of the key aspects of qualifying for NOL relief is determining just who the "qualified creditors" are. After all, it is simple to determine the identity of the pre-change shareholders. These pre-change shareholders, together with the "qualified creditors," must own at least 50 percent of both the value and voting power of the loss corporation's stock when the smoke clears. Comparing the shareholders before and after the ownership change is fairly straightforward.
Significantly, it is not even important what the percentage is between the portion of the company owned by the pre-change shareholders and the ownership interests held by the qualified creditors. Thus, it may be that the qualified shareholders will own all of the corporation after the smoke clears, and that the common shareholders will be frozen out entirely. That actually occurs with some frequency. This is still okay under section 382(l)(5). NOL relief will still be available.
To be a qualified creditor, a creditor must meet one of two tests. The creditor must have been a creditor at least 18 months before the date of the filing of the bankruptcy case. Alternatively, the debt must have arisen in the ordinary course of the business of the debtor, and be held by the person who at all times held the beneficial interest in that indebtedness.
This second wing of the "qualified creditor" definition focuses on trade debt, debt that is acquired by the debtor in the ordinary course of the debtor's business (not in the ordinary course of the creditor's business). Thus, lenders who may acquire claims in the ordinary course of their own lending business would not constitute qualified creditors for this purpose, unless they held their debt for at least 18 months prior to the bankruptcy filing date.
Interestingly, there is no statutory continuity of interest requirement before the section 382(l)(5) exception is available. This means that the business of the old debtor corporation need not be continued insofar as the preservation of the NOLs is concerned.
Advantages of Section 382(l)(5)
The advantages of these rules set forth in section 382(l)(5) are fairly obvious: a corporation can maintain its NOLs (and maintain them in unrestricted fashion) notwithstanding the fact that the company's stock might otherwise be deemed to have been the subject of an ownership change and therefore be limited in the subsequent use of its NOLs. Although the section 382(l)(5) provision is available only in a bankruptcy case (or similar proceeding), this provision allows the corporation to exchange outstanding debt for new stock without falling subject to the dreaded 382 limitations. (It's always been puzzling what a proceeding "similar" to a bankruptcy case might be, but it doesn't appear to expand the availability of the provision in any substantial way.)
In evaluation whether the ability to extinguish debt with stock (without triggering section 382 limits) is significant in a particular case, other factors should be considered. Predominately non-tax considerations will likely govern the appropriateness of the bankruptcy filing. Moreover, the importance of avoiding the section 382 limits can only be thoroughly evaluated by calculating the 382 limits in a particular case.
Those shares are part of the buyout, they were not bought on the open market.