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This could be an entity being set up for a specific contract or mission, or it's further proof of capital restructuring that will pave way for a merger. Either way, I like the activity. Word around the campfire is that the overall Tempus organization is doing quite well. This is probably the most compelling stock I've seen in a long time, and it's been fun to research. Unbelievable amount of potential with this company right now.
10Q is going to be released in the next week or two. Anything can happen with a penny stock, but I'd be buying heavy at these levels. I'm sticking to my merger prediction.
Filed today State of Delaware. Give it time folks.
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Entity Details
THIS IS NOT A STATEMENT OF GOOD STANDING
File Number: 6493390 Incorporation Date / Formation Date: 7/27/2017
Entity Name: TEMPUS JETS N149LP, LLC
Entity Kind: Limited Liability Company Entity Type: General
Residency: Domestic State: DELAWARE
REGISTERED AGENT INFORMATION
Name: THE COMPANY CORPORATION
Address: 251 LITTLE FALLS DRIVE
City: WILMINGTON County: New Castle
State: DE Postal Code: 19808
Phone: 302-636-5440
Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or
more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00.
Based on my research, John Gulbin and Scott Terry still have a good working relationship. I don't see any lawsuits or defaults as it pertains to the overall Tempus umbrella. It looks like the legal and financing issues are pretty much behind them, and Johan Eliasch was willing to work with them in order to right the ship. I also can't find John Gulbin's letter of resignation anywhere in the filings, but the letters of the other 3 board members are listed. Tempus Aircraft Sales and Service is part of Tempus Intermediate Holdings, which is the private holding company. John Gulbin and Scott Terry are partners on the private side, and I believe Scott has a controlling interest. Per a title/lien search, Tempus Aircraft Sales and Service has lending relationships with institutions that are very reputable/conservative, which leads me to believe that (TASS) is pretty strong. Tempus Applied Solutions (TMPS) is obviously the public entity, but has faced hardships due to financing, stalled contracts, and a non-compete clause (now lifted). We also know that John Gulbin and Scott Terry were in the process of moving assets to the public entity before Johan Eliasch filed a temporary restraining order so he could protect his security interest in the aircraft. You can also see that the SEC signed off on the transferring of assets to the public entity. A cleaner capital structure and a merger makes so much sense to me, and I think it would unlock a great deal of value. Mergers take time, and I still think you'll see some sort of merger this quarter or next, Scott and John obviously want that. Right now it feels like the calm before the storm. With that said, even if a complete merger doesn't happen, (TMPS) will still work hand in hand with (TASS) in order to fill these government contracts, and I also believe that the balance sheet strength of the private side is really what allows (TMPS) the ability to obtain financing and pass the vetting process of the government. It clearly shows in my research that Scott Terry has pledged assets of the private company in order to obtain financing. It all comes down to what Johan Eliasch has planned, and the research shows that Johan Eliasch is heavily involved with companies that provide capital to the aviation industry. Cleaning up the capital structure of (TMPS) and the overall organization will allow this company to obtain better/cheaper financing that will give them the working capital they need to grow. A merger, an announcement of a new financing package with a lender, a new contract, better than expected earnings, and any peep from Johan Eliasch sends this stock to the moon, which is why I've invested in this company. The pros greatly outweigh the cons. Novice traders panic if they don't see upward price movement on a regular basis.
10Q around the corner, contracts being bid on, cleaned up capital structure, M&A possibilities, larger private Tempus entity sitting in the wing that Scott Terry owns (controlling interest) with partner John Gulbin, non-compete gone, Johan Eliasch in the mix, new and very capable CFO, and it's trading around $0.40.
I still believe a merger with Tempus Intermediate Holdings (private entity) is on the table. All their financing has required that both the private and public entity be on the hook because they basically operate as one company, and the public entity relies on the strength of the private entities balance sheet in order to obtain financing. Why not just merge the two and create an entity that has a cleaner capital structure and a stronger balance sheet. Scott Terry and John Gulbin were already in the process of doing this.
Terry and the BST Trust own 50.96% of the membership interests in TIH.
John G. Gulbin (“Gulbin”) and the JGG 2011 Irrevocable Trust (the “JGG Trust)” collectively own 48.37% of the membership interests in TIH.
Case 4:17-cv-00008-HCM-DEM Document 1 Filed 02/02/17 Page 4 of 10
19. On Wednesday, February 1, 2017, Terry’s counsel, Roy M. Terry, informed counsel for Firefly, and Johan Eliasch, the beneficial owner of Firefly, that Terry and Gulbin are in the process of separating their business interests and intend to distribute certain assets of TIH
amongst themselves. Specifically, Roy M. Terry has explained that Tempus Aircraft Sales & Service, LLC (“TASS”), will be distributed to Gulbin, and the remaining assets of TIH with some exceptions, will be distributed to Terry.
100% agree.
This email to shanak10 from Scott Terry is absolutely authentic. Follow the breadcrumb trail:
http://www.gao.gov/products/B-412796.2,B-412796.3
Giving you great info here people, so listen up.
There's a lot of talk about TMPS and fake contracts and how they don't show the contracts in their filings. Based on my research, the overall Tempus org (private + public) is quite complex. I believe it's complex because they have to create a plethora of entities for specific missions and specific geographical locations. The private and public entities clearly operate in tandem with each other, so you have to look at the owners of the overall organization (John Glubin and Scott Terry) when researching.
I found Tempus entities through Law360:
Defendant
Global Flight Relief
Defendant
John G Gulbin, III
Defendant
Lowcountry Trading, LLC
Defendant
Orion Air Group Holdings, LLC
Plaintiff
Talmer Bank & Trust
Steven A. Roach, Miller, Canfield, (Detroit)
Defendant
Tempus Aerospace, LLC
Defendant
Tempus Intermediate Holdings, LLC
Defendant
Tempus Jet Centers II, LLC
Defendant
Benjamin S Terry
I took those entities and ran an FAA search on just one plane (N810CT) operating under LOWCOUNTRY TRADING III LLC http://www.airport-data.com/forums/topic4159.html
http://flightaware.com/live/flight/N810CT/history
Looks like they're flying out of Pope Field all the time, which is a U.S. military facility located 12 miles northwest of the central business district of Fayetteville, in Cumberland County, North Carolina, United States.
They're flying out of Naval Air Station Oceana or NAS Oceana all the time as well, which is a military airport located in Virginia Beach, Virginia, and is a United States Navy Master Jet Base.
This is just one example, and there are plenty more where that came from. I expect TMPS to announce a contract in the near term that will send this stock skyrocketing. Yes, they've had some issues, which is why they're a penny stock, but I expect great things in the near future.
Can't confirm or deny:
Tempus recently met with the Trump administration and the Secretary of Defense for Counternarcotics and Global Threats to discuss flying surveillance missions across the border in lieu of building a wall. It would make sense given the fact that Tempus Intermediate Holdings (TIH) has hangars in Texas and that they've flown plenty of these types of missions in the past. It may also be a cheaper more effective way of border security given the operating cost and technology that's available.
Good post. What I find interesting as well is that all the letters of resignation are shown per the SEC filings, except John Gulbin's. Did he actually resign or did he threaten to resign? I don't think he officially resigned, and he owns half of Tempus Intermediate Holdings or the private side of the overall Tempus organization. John and Scott were already in the process of merging assets with TMPS or the public entity. TIH appears to be the stronger of the two. Merger still proceeding forward?
First and foremost, I like this stock and I own shares. I was in this stock before it was hot and I was lucky enough to pick up a substantial amount of shares before it exploded to the upside. Not to go into too much detail, but this is the type of company I look for when investing in these higher risk situations. I've done my research, and trust me, they have secured gov contracts, it's pretty much common knowledge in the DOD world. With that said, they did default on the subcontract underneath the Patriot Group I believe. I'm still looking into this, but they did have a performance issue because they were unable to secure financing for the plane. There was actually a dispute between TMPS and the Phoenix Air Group because the Phoenix Air Group said that TMPS should not have been allowed to bid on the contract without having the aircraft secured first. And you're right, a $25MM contract is going to have costs/overhead associated with it, so their profit margin can be minimal and it has been minimal based on their financial statements. I'm not out to pump, I'm realistic and aware of the headwinds that they still face. However, now that Johan Eliasch is in the mix, I believe this is going to change substantially. A more attractive capital structure and access to cheaper debt should improve their margins significantly. Not only that, TMPS will be able to go after more contracts than ever before. When you take into consideration that Scott Terry's non-compete is up with the added benefit of a more attractive capital structure allowing for better margins and the ability to go after more contracts, I'm excited to say the least.
Yes, I know, which is why I would like to see a merger. With that said, Scott Terry (public side) and John Gulbin (private side) already tried to transfer assets from the private entity to the public entity before Johan Eliasch stepped in. I believe this transfer/merger/splitting of assets will continue now that Johan Eliasch is at the helm. This is why I've invested in this company among a host of other positive developments.
I believe it was the below contract that they defaulted on. The PC-12 (PC-12 NG Spectre) is also listed to be sold on http://tempusaircraft.com/aircraft-sales/inventory/, which I believe would have been used for the mission. I'm having trouble finding the article/source yesterday that leads me to believe this, but will post it if I can find it again.
Patriot Group International has awarded Tempus Applied Solutions a $24.4 million subcontract to provide aerial intelligence, surveillance and reconnaissance services for U.S. Northern Command.
Tempus said Wednesday the airborne ISR services will aid a counter narcotics and global threats contract that PGI secured in September.
Tempus will install aerial surveillance hardware and software into a Pilatus PC-12 aircraft to conduct more than 1,500 flight hours in support of Northcom’s mission.
I will do some more research to see if it was reinstated or partially reinstated, but I'm showing they did in fact default on it. I still own the stock and still believe we're going higher.
Unfortunately, mario is half right. Tempus did in fact recently default on a very sizeable subcontract under the prime contractor the Patriot Group because of financing issues with their airplane. However, I believe these issues are behind them now that Johan Eliasch is in the picture. I also believe that a new capital structure will improve their margins substantially going forward, which is why I'm still a believer in this stock. We're still in the first quarter of this turnaround. I will say that Scott Terry is very well respected throughout the intelligence community, and I can also say with 100% certainty that they have secured other government contracts. Where do you think their revenue is coming from? Also, there may be times they have to set up a SPE or Special Purpose Entity to secure these contracts, which may be listed under the prime contractor as a subcontractor. Terms you want to focus on are task orders, IDIQ Subcontract #s, and prime contract #s. Honestly, if you do your research and dig deep you can find this out, but this information isn't going to jump out at you through a Google search. I can post more evidence/facts that supports this when I have more time. Honestly, do you really think the auditors of a publicly traded company that report to the SEC are part of your conspiracy theory? That the revenue numbers are coming from made up companies and contracts? I will say that TMPS has faced a lot of issues, mainly due to leverage, high yield debt, and the non-compete issue (now lifted), which is why this is still a penny stock.
To me, the volume the last 2 days speaks volumes! Stock is poised to have a substantial move up in my opinion. Capital restructuring at its finest.
I doubt Johan Eliasch is dissolving the company:
Public corporations are required to formally announce their intent to dissolve in a dissolution proposal. This proposal will usually name the corporation and have to have a statement confirming that the proposal was adopted by a majority vote. This proposal will also be made part of the public record.
I find it ironic that you don't think a stock going from $0.01 to $0.40 isn't "monsta".
The plane may have served its purpose or is being replaced.
http://tempusaircraft.com/aircraft-sales/inventory/
Tempus Jets is the largest Pilatus dealer throughout the southwestern United States, which is very advantageous when they need to update or replace inventory.
Yes, you're absolutely right about that. What I find peculiar is they are selling it with all the special mission equipment still attached, instead of reverting it back to a corporate or personal aircraft.
It would make sense. If John Gulbin and Scott Terry are separating, they may be selling assets in order to pave way for the reorganization. It's a fact that they were already trying to do that per the temporary restraining order filed by Johan Eliasch. Now that Johan has a controlling interest and can steer the ship, the process can continue. I'm also 99.9% positive that John Gulbin and Scott Terry both had to sign all the loan docs associated with obtaining these aircraft, they basically have 50/50 ownership in TIH per the TRO. It looks like a divorce and Scott Terry is getting remarried to Johan Eliasch.
It looks like they are selling another plane. To be quite honest, this is somewhat concerning for me, because this airplane was being used for a lot of their special missions. However, I do know that there's a lot of buzz around the new enhanced 2017 PILATUS PC-12 NG. They could be updating their inventory per the direction of Johan Eliasch.
https://www.globalair.com/aircraft-for-sale/ListingDetail/Pilatus-PC-12?AdId=81940
I also know the they are selling their Global Express as well.
http://www.jetevolutions.com/news-events/
Full disclosure, I'm not sure what to make of this. I'm still very much leaning towards a major shake-up. Perhaps John Gulbin and Scott Terry are in fact separating completely (per the temporary restraining order), and Scott Terry will be taking/splitting assets from TIH and partnering with Johan Eliasch, which is still a big positive. My previous research is still accurate, and just to prove I'm not trying to pump, this does take my confidence level down a bit.
You're right. This is a big elaborate hoax by Tempus, their management and directors, Johan Eliasch, news sources and online publications to push misinformation and fake government contracts. Please, short the stock, and make sure you meet the margin requirements to short a penny stock.
I like the volume this morning and it's what I like to see before a reversal. Keep going, let me grab some more under $0.20.
Completely false. They absolutely have the contracts and are a subcontractor to the prime contractor.
http://www.flyingmag.com/aircraft/turboprops/special-mission-pilatus-pc-12-ng-spectre
Read the temporary restraining order. Tempus Intermediate Holdings (TIH) was already in the process of transferring assets before Johan Eliasch stepped in and filed a restraining order.
14. Terry and the BST Trust own 50.96% of the membership interests in TIH
17. John G. Gulbin (“Gulbin”) and the JGG 2011 Irrevocable Trust (the “JGG Trust)”
collectively own 48.37% of the membership interests in TIH.
19. On Wednesday, February 1, 2017, Terry’s counsel, Roy M. Terry, informed counsel for Firefly, and Johan Eliasch, the beneficial owner of Firefly, that Terry and Gulbin are in the process of separating their business interests and intend to distribute certain assets of TIH
amongst themselves. Specifically, Roy M. Terry has explained that Tempus Aircraft Sales & Service, LLC (“TASS”), will be distributed to Gulbin, and the remaining assets of TIH with some exceptions, will be distributed to Terry.
Ownership/capital restructuring is my interpretation. I'm not that concerned about Cowen, I'm looking at what Johan Eliasch is doing, plain and simple. All signs are pointing to a merger/acquisition. My research is solid. Anything can happen and nothing is 100% when it comes to business, but you have an opportunity to get in at $0.25, which is an absolute joke in my opinion. I will be watching the price action close today, and I will also be looking to load up on more shares. For me, it's worth the risk based on the overwhelming evidence that this company is on the verge of some major announcements. The fireworks have just barely started, there's still a lot more show to see! If it's too loud for you, go buy Facebook.
Exactly. You hit the nail on the head.
There are no substantial assets to sell off piece by piece to make it worth their while anyhow.
The government contracts are not alleged. A prime contractor undertakes to perform a complete contract, and may employ (and manage) one or more subcontractors to carry out specific parts of the contract. I believe Tempus is more of a subcontractor and I'm sure the Tempus organization has been thoroughly vetted. Scott Terry has the security clearance to operate in this world. I also believe that the private + public Tempus entities combined are what gives TMPS the strength to go after these government contracts. I'm confident the overall Tempus organization is somewhere near a $100MM company.
Good find. Even closer to the Yorktown Naval Weapons Station.
Just further evidence of a capital restructure in preparation for a merger/acquisition or change in ownership. Think about what's going on here. Is this a move by Johan Eliasch to liquidate/destroy/dilute a $3.5MM market company or a move to create a company that has real value? My guess is he's out to make money as opposed to appointing a CFO with M&A experience while at the same time burning money through their legal department just so they can throw the company in the garbage. Let's see what happens to the rest of the Cowen shares before we come to the conclusion that all the activity we're seeing relates to something sinister going on. There could be any number of reasons why he disposed of some of his shares. My opinion is that it has something to do with the ownership structure. This is a $0.29 cent stock for crying out loud, it makes no sense for players of this caliber to be meddling in this company if there wasn't serious money to be made. It would be like Lebron James setting up a lemonade stand just so he could make an extra $50 bucks while tarnishing his reputation at the same time.
M&A can be complicated. Cowen may have to reduce his equity position in order to make a deal happen. Keep in mind, he still owns a substantial amount of shares.
Still researching the filings, but here's a thought in the event a merger/acquisition is about to happen, which I believe it is:
Warrants should expire at a merger unless they are exercised just prior to the transaction. In other words, the warrant holder must decide to either exercise or give up the warrants if the company is acquired. Acquiring companies hate buying companies that have warrants survive a merger and allow the warrant holder to buy equity in the acquirer. Many a merger have been held up as warrants with this feature have upset the potential acquirer and thus as part of the closing requirements mandated that the company go out and repurchase and / or edit the terms of the warrants. This is not a good negotiating spot for the company to find itself in. It will have to pay off warrant holders while disclosing the potential merger.
I was taught early on that any stock with a float fewer than 15 million tradable shares is low float. Obviously, stocks with a low float and low market-cap tend to be volatile and are a target for manipulation. When you add in a splash of capital restructuring, you get what should be a $2 stock right now closing out the day at 0.29. I rarely provide technical analysis, but I'm anticipating a significant move up in the next few trading days. Full disclosure, I added to my position before market close today. There are too many positive catalysts going on right now for me not to add to my position at these levels. Based on my research and estimations, when you combine the private and public entities, to me, it looks like they are operating as one entity not only from an operation side, but a financing side. I believe you have a $100MM company with what I'm guessing has decent tangible net worth and positive working capital. Otherwise, I don't think you'd have interested parties willing to lend to just the public entity without the corp guarantee from the private company (TIH), and it's likely that TMPS wouldn't be able to bid on and win the government contracts it has in the past because of the vetting process. Unfortunately, the weaker of the two entities is the public company. I think Johan Eliasch sees a massive opportunity to combine the two entities. I really doubt Johan Eliasch would be wasting his time on a company like this if there wasn't more substance lying beneath the surface.
I agree with this statement.
Don't panic, warrants are being exercised. They have a complex capital structure with a significant warrant overhang as a result of the merger agreement from 2015. They are obviously restructuring so they can lower the cost of raising capital at a later date. Yes, dilution is always a concern when they do this, but I personally think you're forming a bottom here with the stock after the run it had up to a buck. Eyes are on this stock and investors are looking for opportunities to get in. I personally believe that TMPS and TIH (public + private entities) are merging in some sorts to form a $100MM company. TMPS relies on TIH for not only providing airplanes, hangars, and servicing, but financing as well. The private company is what lenders are relying on as far as credit. Just read people, John Gulbin and Scott Terry are partners in the overall Tempus organization, which is quite large when you can see past the public entity. I don't think Johan Eliasch would be getting involved if the private company wasn't involved. If you do a little bit of reading you can pretty much count on that the overall Tempus umbrella (private & public entities) are on the hook as far as financing goes, including personal guaranties. I also think the $5,799,886 Capital Lease obligation under current liabilities of TMPS will be gone when they release their 10Q based on the fact that the plane in question is listed to be sold on http://www.jetevolutions.com/. The result will be a clean balance sheet putting them in a position to obtain a credit facility and to basically become a grown-up company. Right now this is a penny stock that has faced some headwinds, we all know what it is. However, I've never seen a stock with more upside potential. Scott Terry's non-compete is up, which unlocks an enormous amount of value, and Johan Eliasch, who is known for turning around companies, is obviously making a play here to unlock value. Buckle up, it's going to get real interesting!
Interesting development.
The plane listed in the lawsuit (FAA reg # N618WF) is currently listed for sale on http://www.jetevolutions.com/global-express/, which has sold Johan Eliasch's planes before, the website even has a quote from Johan listed on their page.
My first reaction is this is a move by Johan Eliasch to further clean up the balance sheet, which I consider a positive. If Johan is investing his time and energy, it shows me that he's not just sitting on the sidelines. They could be upgrading or cleaning up inventory as well. What I find interesting is this plane is what caused the assets of TIH from moving over to TMPS.
This stock is so very interesting. There's no doubt that you're seeing some restructuring, and I personally think it's a positive that will send this stock higher.
Certain private company (TIH) assets were in the process of merging with the public company (TMPS) before Johan Eliasch stepped in and filed a temporary restraining in order to protect his investment.
Tempus Intermediate Holdings is controlled jointly by John G. Gulbin III and Benjamin Scott Terry. TIH owns certain aircraft used by Tempus to provide services to certain customers.
Case 4:17-cv-00008-HCM-DEM Document 1 Filed 02/02/17 Page 9 of 10 PageID# 9
(ii) entering a temporary restraining order for a period of 14 days, and a preliminary injunction prohibiting and restraining Terry, TIH and the BST Trust from selling, assigning, transferring, pledging or encumbering any material part of TIH’s assets, including but
limited to TIH’s wholly owned subsidiary, TASS and/or its assets.
It looks like the case has been settled, and my guess is you're looking at a merger of some sorts. If the entire Tempus umbrella were to combine (private + public), you're looking at a $10 to $15 stock.
Here's the question you need to ask yourself:
Is Johan Eliasch trying to combine the entire Tempus umbrella under the public entity as opposed to just splitting up Tempus Intermediate Holdings and merging some of the assets to TMPS? If you read the lawsuit carefully, John Gulbin and Scott Terry were in the process of splitting up TIH, more specifically, Tempus Aircraft Sale & Services (TASS) was going to John Gulbin and the rest was going to Scott Terry. My research indicates that the entire Tempus Umbrella (companies owned by John Gulbin and Scott Terry) are bringing in around $100MM in annual revenue.