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Friday interview with CEO , he was hoping today or new few days
New ticker will run , Morgan Stanley upgraded to $52 and Barron’s target is $100
Nice news finally
Thank you. This will
not be a 1 to 5 reverse split with the shares you own . The rumor is Vw will take a big stake in the new company as well.
Nice turn , hopefully closes on green candle
Selling volume is drying up here.
Tesla went from $1100 to $1750 just a perfect timing . It will happen here too at some point when this bottoms out .
Really not that many shares to covert, about 1 mil preferred , 13 mil class B and 19mil in liabilities from last 10Q . The warrants it’s impossible to understand unless you’re an accountant.
I love the Fisker brand and think this is a incredible investment opportunity because of Tesla success. To wait until ticket change or to buy now that’s the question.
Also found this in filings, vote to extend the Spac for 6 more months. Pretty much the original investors only get to vote.
The Charter Amendment is more fully described in the accompanying proxy statement. Only holders of record of our common stock at the close of business on July 9, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting.
What i don’t understand is the merger needs shareholder approvals (vote) at some point. Why would you vote yes to this as a current holder if you really only get less than 20% of the new company shares.
from 8k
Corporation”).
Conversion of Securities
Immediately prior to the effective time of the Merger (the “Effective Time”), the Company will cause each share of the Company’s preferred stock (“Company Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of the Company’s Class A common stock (“Company Class A Common Stock”) in accordance with the Company’s amended and restated certificate of incorporation dated December 10, 2018 (the “Company Charter”), and each converted share of Company Preferred Stock will no longer be outstanding and will cease to exist, such that each holder of Company Preferred Stock will thereafter cease to have any rights with respect to such securities.
Also immediately prior to the Effective Time, the Company will cause the outstanding principal and accrued but unpaid interest due on the Company’s outstanding convertible notes (“Company Convertible Notes”) immediately prior to the Effective Time to be automatically converted into a number of shares of Company Class A Common Stock in accordance with the terms of such Company Convertible Notes, and such converted Company Convertible Notes will no longer be outstanding and will cease to exist.
Also immediately prior to the Effective Time, the Company will cause the convertible equity security of the Company (the “Company Convertible Equity Security”) that is issued and outstanding immediately prior to the Effective Time to be automatically converted into 5,882,352 shares of Company Class A Common Stock. The Company Convertible Equity Security that is converted into shares of Company Class A Common Stock will no longer be outstanding and will cease to exist, and each holder of the Company Convertible Equity Security will thereafter cease to have any rights with respect to such security.
At the Effective Time, by virtue of the Merger and without any action on the part of Spartan, Merger Sub, the Company or the holders of any of the Company’s securities:
(a) Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Class A Common Stock resulting from the conversion of the Company Convertible Equity Security) will be canceled and converted into the right to receive the number of shares of Class A Common Stock, par value $0.0001 per share, of Spartan (“Spartan Class A Common Stock”) equal to the Exchange Ratio. The “Exchange Ratio” means the following ratio (rounded to four decimal places): the quotient obtained by dividing the Company Merger Shares by the Company Outstanding Shares. The “Company Merger Shares” means a number of shares equal to (i) the quotient obtained by dividing (A) $1,750,000,000, as adjusted pursuant to the Business Combination Agreement, by (B) $10.00, minus (ii) the number of shares of Spartan Class A Common Stock ultimately issuable to the holder of the Company Convertible Equity Security, plus (iii) the number of Sponsor Shares (as defined below). The “Company Outstanding Shares” means the total number of shares of Company Common Stock (as defined below) outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis, and including, without limitation or duplication, the number of shares of Company Class A Common Stock (x) issuable upon conversion of the Company Preferred Stock and Company Convertible Notes, (y) that would be issuable upon conversion of the shares of Company Founders Stock issued and outstanding immediately prior to the Effective Time at the then-effective conversion rate as calculated pursuant to the Company Charter, and (z) subject to unexpired, issued and outstanding the Company Options (as defined below), and excluding the number of shares of Company Class A Common Stock issuable upon conversion of the Company Equity Security;
1
(b) Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time resulting from the conversion of the Company Convertible Equity Security will be canceled and converted into the right to receive one share of Spartan Class A Common Stock;
(c) Each share of the Company’s Class B common stock (together with the Company Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of newly authorized Class B Common Stock, par value $0.0001 per share, of Spartan, carrying voting rights in the form of 10 votes per such share (“Spartan Class B Common Stock”) equal to the Exchange Ratio;
(d) Each share of the Company Founders Stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of Spartan Class B Common Stock equal to the product of (rounded up or down to the nearest whole number, with a fraction of 0.5 rounded up) (i) the number of shares of Company Class A Common Stock that would have been issuable upon the conversion of such share of Company Founders Stock at the then-effective conversion rate as calculated pursuant to the Company Charter and (ii) the Exchange Ratio;
(e) All shares of Company Common Stock, Company Preferred Stock, Company Founders Stock and the Company Convertible Equity Security held in the treasury of the Company will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;
(f) Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.00001 per share, of the Surviving Corporation;
(g) Each unexpired, issued and outstanding option to purchase shares of Company Class A Common Stock, whether or not exercisable and whether or not vested (“Company Option”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of Spartan Class A Common Stock (such option, an “Exchanged Option”) equal to the product (rounded up or down to the nearest whole number, with a fraction of 0.5 rounded up) of (i) the number of shares of Company Class A Common Stock subject to such Company Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up or down to the nearest whole cent, with a fraction of $0.005 rounded up) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time; and
(h) No certificates or scrip or shares representing fractional shares of Spartan Class A Common Stock or Spartan Class B Common Stock will be issued upon the exchange of Company Common Stock or Company Founders Stock. Any fractional shares will be rounded up or down to the nearest whole share of Spartan Class A Common Stock or Spartan Class B Common Stock, as applicable, with a fraction of 0.5 rounded up. No cash settlements will be made with respect to fractional shares.
Proxy Statement
As promptly as practicable after the date of the Business Combination Agreement, Spartan will prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of Spartan (the “Spartan Stockholders”) relating to the meeting of the Spartan Stockholders (the “Spartan Stockholders’ Meeting”) to be held to consider (a) approval and adoption of the Business Combination Agreement and the Merger, (b) approval of the issuance of Spartan Class A Common Stock and Spartan Class B Common Stock as contemplated by the Business Combination Agreement and the Subscription Agreements (as defined below), (c) adoption of the second amended and restated certificate of incorporation of Spartan and (d) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Spartan Proposals”).
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Stock Exchange Listing
Spartan will use its reasonable best efforts to cause the shares of Spartan Class A Common Stock to be issued in connection with the Proposed Transactions to be approved for listing on the New York Stock Exchange at the closing of the Merger (the “Closing”). Until the Closing, Spartan will use its reasonable best efforts to keep the Spartan Class A Common Stock and warrants listed for trading on the New York Stock Exchange.
Registration Rights Agreement
In connection with the Closing, that certain Registration Rights Agreement dated August 9, 2018 (the “IPO Registration Rights Agreement”) will be amended and restated and Spartan, certain persons and entities holding securities of Spartan prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Spartan Class A Common Stock or Spartan Class B Common Stock pursuant to the Merger (the “New Holders” and together with the Initial Holders, the “Reg Rights Holders”) will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Spartan will agree that, within 30 calendar days after the Closing, Spartan will file with the SEC (at Spartan’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial Holders and certain of the New Holders (the “Founders Registration Statement”), and Spartan will use its reasonable best efforts to have the Founders Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Additionally, Spartan will agree that, as soon as reasonably practicable after Spartan is eligible to register the Reg Rights Holders’ securities on a registration statement on Form S-3, Spartan will file with the SEC (at Spartan’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the New Holders that were not included on the Founders Registration Statement (the “New Holders Registration Statement”) and Spartan will use its reasonable best efforts to have the New Holders Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders can demand up to three underwritten offerings and will be entitled to customary piggyback registration rights.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is included as Exhibit A to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
With Tesla at $1630 this will be a second change to buy in at early Tesla. Fisker builds sexy cars that look much better then most cars today. Apollo’s management and funds they will get the engineering and tech right too. We will be $100+ by the time Ocean launches.
Long term hold for me 2-7 years . With Tesla’s success going forward this will get pulled up as well. Oceans launch is 2022 , that is not that far away.
If it’s true and confirmed , this stock is a 2-5 year hold. The only true passenger car domestic Tesla competition. With Tesla $1500+ this will fly
i just don’t like what happened to Postmates and Uber . Postmates was also supposed to merge with Spac . He will take this deal unless somebody bigger comes in . EVs are hot property right now.
I’m hoping no last minute crazy bid that would snatch the deal .
So far from all the financial news outlets very positive response to the offering.
When a secondary offering involves the issuance of new shares, the main concern for existing shareholders is dilution. With an increase in shares outstanding, the stock position you own represents less of the overall company, and you'll get a proportionately smaller share of the company's profits going forward. The trade-off, though, is that the company gets to keep the cash raised from the offering, which increases its overall value.
Most companies do that right now to strengthen their balance sheets. It seen as a good thing in the long run.
Awesome!!!
FTC and gaming commissions approvals have not really been in question. Most insiders don’t see a problem to get approvals. NJ gaming commission have all former ERI and Caesars employees.
The biggest question mark has always been the banks and funding. This is a 17 billion deal , creating the biggest US based gaming company during a time of crisis and looks like the banks are still on board here. Most likely we don’t see a new company till July early Aug. IMO that even better . Anticipation and speculation that drives the SP and this will give more time to run. GL
It’s been almost a year since Reno-based Eldorado Resorts Inc. stunned the casino industry with the news that it was planning to buy Caesars Entertainment Corp. for $17.3 billion to create the world’s largest gaming company.
Company executives with Eldorado have indicated they hope for the deal to close by the end of the first half of 2020. That’s just two weeks away — and four different regulatory agencies have yet to sign off on it.
Despite the roller-coaster ride that 2020 has given everyone so far, the transaction’s key players are convinced that not only will the deal get done but that it still makes financial sense to do so because the benefits of blending the companies are too good to ignore.
As recently as last week, Wall Street analysts were touting the deal and posting “buy” recommendations for Eldorado stock.
Carlo Santarelli of the New York office of Deutsche Bank said Eldorado’s track record for margins and its position in sports wagering and iGaming will lead to surprising results as early as the second half of 2020.
“We have become more confident that the industry is about to experience a material transformation in an expense structure that has essentially been accepted as is for some time,” Santarelli said in a note to investors last week. “We believe operators who have displayed cost disciplines historically will be the larger beneficiaries of this shift and as such, will generate (cash flow) margins that surprise to the upside in the second half.”
So when will this deal get done?
Many were expecting the Eldorado-Caesars transaction to show up on the state Gaming Control Board’s June agenda. That didn’t happen.
Some have attributed that to the Federal Trade Commission not yet completing its review of the deal and the states of Nevada and New Jersey preferring to wait for the FTC to bless the transaction before acting.
Persons familiar with the deal say they expect an FTC decision to come as soon as this week.
Eldorado already has made the deal more palatable to regulators by divesting properties in Nevada, Missouri and Louisiana to avoid potential antitrust concerns. Eldorado may sell one of its new Caesars assets — Planet Hollywood perhaps? — to divest even more.
Brendan Bussmann, director of government affairs for Las Vegas-based Global Market Advisors LLC, said he doesn’t expect there to be any regulatory roadblocks and that the FTC delay is just the result of what has vexed governments worldwide — the COVID-19 outbreak.
“I don’t see this as any delay from a regulatory perspective,” Bussmann said. “Both Eldorado and Caesars have remained committed. Obviously, the banks have remained committed.”
Which is somewhat remarkable, considering what Eldorado’s stock has been doing.
When the deal was first announced, Eldorado was pricing its shares at $12.75 each and of that, Eldorado would pay $8.40 per share in cash with the rest of the payment made in the form of stock in Eldorado.
Since June 2019, Eldorado shares have been on a wild ride. They hit a 52-week low of $6.02 a share on March 18 — the day Gov. Steve Sisolak closed the state’s casinos for what would be 78 days. It’s now just north of $33 a share.
Eldorado CEO Thomas Reeg said there’s no reason to renegotiate terms of the deal, even though “tick fees” of $2.3 million a day that began April 1 are now making the transaction even sweeter for Caesars shareholders. The tick fees started because the transaction wasn’t completed by that predetermined deadline. In November, Reeg said he expected the deal to close by April.
In Eldorado’s first-quarter earnings conference call last month, Reeg told investors, “If we were to go try to renegotiate, all you’re doing is adding time for an uncertain result. And, in the scope of a $17.3 billion transaction and the upside that we see, the $250 million that we end up paying in ticking fees, nobody’s going to remember a year from now.”
If the FTC completes its review in the next two weeks, it should be fairly easy for Nevada regulators to turn around a decision rapidly. When time-pressed in the past, the Control Board and the Nevada Gaming Commission have scheduled back-to-back special meetings.
In that scenario, board members and commissioners listen to a formal presentation, and if the board recommends approval, they adjourn and turn things over to the commission, which has been standing by to conduct its own vote.
It could all be done in less than two hours, assuming there are no unexpected surprises. A special meeting could occur since the Control Board doesn’t meet again until July 15 due to the Independence Day holiday. That would just leave New Jersey and the Indiana Gaming Commission left to seal the deal.
Eldorado will likely just be happy to get it done and if that means sometime in July, so be it.
And that would give people in Southern Nevada a little more time to wrap their heads around the idea that the iconic Caesars Palace on the Las Vegas Strip belongs to a company based in Reno.
It’s the article about Simon properties merger falling apart that mentions ERI , really nothing to do with us . Just a good dip to load more .
Let the market decide what the correct valuation is. In Feb. this stock was valued at $70 and was 2 months away from merger( originally in April), same combined debt. It was all known then and still the value was $70 and going up. Just look at the crazy valuations right now with Pen* and Dkn* , nothing rational right now with this market.
Ardea Delivers Outstanding Pre-Feasibility Study for the Goongarrie Nickel Cobalt Project with Significant Expansion Potential
Study into the production of high quality nickel and cobalt sulphates has confirmed the economic viability of this scalable, multi-decade production opportunity in Western Australia.
1.0 Mtpa base case over an initial 25-year mine life is readily capable of expansion to reflect the orebody’s larger production potential.
95.5 % cobalt recovery and 94.5 % nickel recovery (life of mine).
Strong financials for both the base 1.0 Mtpa and 1.5 Mtpa cases.
Case Pre-tax NPV8 Post-tax NPV8 IRR Payback
1.0 Mtpa A$1.43 billion A$1.04 billion 25 % 5.3 years
1.5 Mtpa A$1.93 billion A$1.40 billion 25 % 5.6 years
1.0 Mtpa base case production.
5,500 tpa of cobalt sulphate (1,180 tpa contained cobalt).
41,500 tpa of nickel sulphate (9,300 tpa contained nickel).
Capital cost of A$599 million including A$77 million contingency.
Competitive industry C1 cash cost of US$0.42/lb nickel metal (after cobalt credits).
Strong interest from potential EPC and offtake partners.
Definitive Feasibility Study (DFS) programs underway.
Upside options being assessed, including higher throughput/shorter autoclave residence time, multiple parallel trains, mineralised neutraliser optimisation, and scandium production.
Goongarrie reserve is less than 5 % of the total Kalgoorlie Nickel Project (KNP) resource, confirming the project’s potential scalability.
Resource Update at KNP Cobalt Zone delivers over 100 million tonnes
Significant increase in resource defined in preparation for the PreFeasibility Study mining schedule
An updated KNP Cobalt Zone resource has increased markedly to 108.3Mt at 0.10% cobalt and 0.79% nickel
Includes over 108,000 tonnes of contained cobalt metal and over 856,000 tonnes of nickel metal
Increased tonnages are from Goongarrie area:
Reflects revenue-driven cobalt and nickel focus for mining schedules defined for the PFS on the Goongarrie Nickel Cobalt Project with increased inclusion of nickel blocks
Reported resources are captured within conceptual PFS pit shells
Shallow, lateritic, cobalt-nickel mineralisation is up to 16 km long and 1 km wide.
PFS finalisation progressing
Finalisation of the PFS is progressing and the Company looks forward to reporting to shareholders once this process is complete.
Frontier Lithium Inc. Announces Positive Preliminary Feasibility Study for the PAK Lithium Project, Northwestern Ontariohttps://finance.yahoo.com/news/frontier-lithium-inc-announces-positive-201000353.html
Blue skies
Frontier Lithium Expands Eastern Extension of the PAK Deposit Intersecting a Low-Iron Intercept of 2.47% Li2O over 119 metreshttps://finance.yahoo.com/news/frontier-lithium-expands-eastern-extension-151000780.html
SUDBURY, ON / ACCESSWIRE / October 3, 2017 / Frontier Lithium Inc. (FL.V) (the "Company") is pleased to report metallurgical results from the Company's 100% owned PAK Lithium Project (the "Project") in the Red Lake Mining District, Northwestern Ontario. The Locked Cycle Test (LCT) flotation test work was performed from a representative 500 kg master composite mineralized sample. The test work was undertaken by XPS Consulting & Testwork Services ("XPS"), a Glencore company, and based in Falconbridge, Ontario, Canada.
The comprehensive program returned favourable results, confirming the suitability and robustness of the flowsheet design. Locked cycle flotation produced lithium concentrate grades of 7.13% lithium oxide (Li2O) with a corresponding Li2O recovery of 79.4%. "The results that were obtained in our metallurgical testing have clearly demonstrated a sound understanding of the processing characteristics of the mineralized material. A future plant with optimized equipment is expected to produce similar results to the locked cycle tests undertaken by XPS," commented Trevor Walker, President and CEO of Frontier Lithium.
The program also included high intensity magnetic removal of iron that resulted in concentrate iron oxide levels of 0.1% Fe2O3. These results confirm the suitability of the material to meet the most rigorous specifications of the lithium market. "The results are analogous with the low-iron, high purity product highly sought after by discerning customers in the glass and ceramics industry - spodumene technical grade is the most stringent specification to meet and is the second largest market segment for global lithium demand," said Trevor Walker, President and CEO of Frontier Lithium. "Frontier is currently conducting a Pre-Feasibility Study, therefore this test work is a significant de-risking event for the Project. These results meet expectations from the lithium market's industrial consumers (technical grade), and consequently exceed chemical grade requirements for further upgrading to produce compounds for the lithium-ion battery market - a global market that is anxious to see a new, serious supplier in a favourable jurisdiction come online as a sustainable source for low-iron, high purity lithium."
Mr. Garth Drever, P.Geo., is the "Qualified Person" for Frontier defined under NI 43-101 and has reviewed and approved the technical information contained in this news release.
Step by step coming together. Let's see what they can come up financing for the mine now .