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Exactly the opposite.
Thinly traded stinky pinkies often make huge moves each day. Many over 100%. They have large spreads and small trades cause big moves.
It's because there is little interest beyond a few traders. In TGLO's case, you'll see the ask is often raised late in the day to get buyers who want to close it higher to make buys (Picasso trades as I call them). This too tends to increase the high/low spread.
TGLO is the rule, not the exception.
While most of the shares may not be held by people using ihub (though don't rule it out), you can bet all of the trading action comes from us.
I don't think so.
You've been saying that Delfin will simply convert their shares into preferred/supervoting and retain control of the company, then magically, investors will pony up millions for at most 80% ownership of a company (if they bought all the available shares) that they don't control the votes on.
I think you'll find that's highly unlikely. It might work for an OTC play where they're looking to raise a few million and investors are hoping for hype run, but for Delfin? No way.
What I'm saying is that they MAY retain voting control (or MAY not) through one of these mechanisms, but regardless, they will R/S everyone, including themselves, to ensure that new investors aren't seeing 20% of their paid in capital handed to TGLO's investors. The preferred/supervoting is simply another way of maintaining control justified by the fact that they are contributing 100% of the company's assets. Remember, TGLO shareholders have contributed NOTHING to the asset base of the company.
Where to start?
Delfin's net assets are not even close to $100 million, let alone billions. Most of their funding is borrowed and they are still in the early stages of build out.
They don't need "several billions of dollars". Again, loans will fund most of their build out. They need enough of a down payment to secure those loans.
After Delfin does a R/S, they will sell their assets to TGLO for shares, exactly like TELL did with MPET. BUT, unlike TELL where MPET contributed 3% of the asset value and got 3% of the resulting stock, TGLO shareholders are contributing nothing in assets and will be lucky to get ANY percentage ownership in the combined entities.
At that point, Delfin will have the option of selling as many new shares as investors will buy at whatever price they're willing to pay, BUT if Delfin retains control, outside investors will value the company at a lower market cap.
IF Delfin wants to raise tens of millions or more in outside investment, a reverse split and exchange of assets for shares is the ONLY way to do so. Whether they retain voting control depends entirely on whether they need to raise more funds than the assets they contribute or not.
Let’s once again disprove the “But TELL did it” story.
MPET only had 6 million shares in their O/S when TELL merged with them. TELL then issued 193 million shares to their shareholders. And MPET had ASSETS, roughly 3% of the total assets after the merger !!!
That left existing shareholders with 3% ownership and TELL shareholders with 97%.
Even if Delfin decided existing shareholders in a company with zero assets deserved 3% ownership, they’d have to release their shares AND do a 1:10 reverse split.
And remember, Delfin has a FIDUCIARY responsibility to THEIR shareholders, including private funds. They have to justify why they should give ANY value to the shell beyond what they paid considering the shell has no assets.
Then, assuming Delfin bought TGLO to raise capital, they have to convince outside investors that the assets Delfin contributed are worth the shares they hold and the zero assets contributed by the other shareholders of TGLO are worth whatever percentage of the stock they hold. Otherwise there will be no interest in a secondary offering.
So once again the old adage, “If it sounds too good to be true, it is” holds.
https://ir.tellurianinc.com/all-sec-filings/content/0001193125-17-009805/d310156d424b3.htm?TB_iframe=true&height=auto&width=auto&preload=false
Magellan has authority to issue 300,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share, of which 5,467,851 are designated Series B convertible preferred stock, subject to the closing of the merger.
As of the close of business on January 6, 2017, Magellan had 5,879,610 shares of common stock and no shares of preferred stock issued and outstanding.
Magellan currently expects to issue (i) up to 193,070,300 shares of Magellan common stock to Tellurian Investments stockholders pursuant to the merger agreement,
Some additional reading:
https://finance.zacks.com/reverse-merger-mean-stocks-1096.html
https://www.nbizmag.com/magarticles/secretsofthereversemerger.pdf
https://seekingalpha.com/instablog/227454-john-petersen/2885993-understanding-the-details-of-axions-reverse-split-proposal
Because MPET only had 6 million shares in their O/S when TELL merged with them. TELL then issued 193 million shares to their shareholders. And MPET had ASSETS!!!
So even if Delfin wanted to gift existing TGLO shareholders with 3% of the O/S, they'll need to reverse split. .
https://ir.tellurianinc.com/all-sec-filings/content/0001193125-17-009805/d310156d424b3.htm?TB_iframe=true&height=auto&width=auto&preload=false
Magellan has authority to issue 300,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share, of which 5,467,851 are designated Series B convertible preferred stock, subject to the closing of the merger.
As of the close of business on January 6, 2017, Magellan had 5,879,610 shares of common stock and no shares of preferred stock issued and outstanding.
Magellan currently expects to issue (i) up to 193,070,300 shares of Magellan common stock to Tellurian Investments stockholders pursuant to the merger agreement,
LOL. Insiders often hold common shares, they are not mutually exclusive.
Are you seriously thinking Delfin can raise serious cash from investors without an R/S?? That's a mistake.
Bonuses and salary shares aren't likely to be used by Delfin. That's more of a scam tactic. Delfin will issue shares for their assets, either preferred, supervoting or common. They are likely to retain control, though that's not guaranteed. They would raise more money by not retaining voting control of the company. Right now, the issued shares represent about 80% of the A/S. With the A/S at only 500 million though, they could simply increase it, though that's also more of a stinky pinkie game and unlikely.
What is likely is that they do a large R/S. Maybe 1:100. That means that the O/S goes to 4 million shares. Then they value their assets at something related to their purchase or carrying price, net of debt. They issue themselves shares for that, perhaps 100 million shares. Now they go to the market and offer 100 million shares for sale at $1 each (or even $3 if they feel they have a lot more value than their assets). That raises $100 (or $300) million and they retain control of the company.
The float is not owned by insiders because a) shares owned by insiders are not part of the float and b) insiders buying shares must report the trades on form 4s.
I imagine all of the float is owned by insiders and people who read Ihub or know someone who does. But I don't think Delfin is more concerned with keeping TGLO's float shareholders happy at the expense of raising the millions it needs to move forward. And unfortunately, they can't have both.
As a matter of fact, that's incorrect.
https://www.streetinsider.com/Corporate+News/Golar+LNG+%28GLNG%29%2C+Delfin+Midstream+to+Jointly+Develop+Delfin+LNG+Project+in+US+Gulf+of+Mexico/13030969.html
"It is expected that FID on the Delfin project will take place in 2018 with first LNG to be delivered in 2021/22".
Unfortunately, until deliveries begin, there are no revenues.
Really? It's exactly what TELL did, and they merged into a real business, not a shell. They are the only ones contributing assets to the company after the reverse split, so they can determine what value to assign those assets and how many new shares they should sell those assets for. That's how these reverse mergers work.
How they don't work is the company with assets simply transferring them into the shell and diluting their ownership in those assets.
https://seekingalpha.com/article/4045564-tellurian-stock-decline-following-issuance-190-million-new-shares
There's no link between Egan selling and a reverse split.
The R/S is needed if Deflin wants to use TGLO to raise capital.
Remember, an R/S changes nothing in ownership, it simply reduces the number of shares in the O/S and leaves more shares available for the company to issue to NEW INVESTORS for ADDITIONAL CAPITAL.
After a R/S, regardless of the ratio, Delfin will still own 70.9% and Egan will still own whatever percentage he has left of the 4.9% he had at 3/1. Float will remain at 30.1%.
Had not sold as of a month ago you mean?
No idea, lockup agreement? Doesn't care about a couple of million dollars? Doesn't want to crash the price by putting up 20% of the float for sale?
Yes, he will of course be R/Sed when it comes, though he may well have sold by then.
Did you notice after all the talk of his shares being in trust for his kids, they don't appear to be at all?
" Includes the shares that Mr. Egan is deemed to beneficially own as the controlling investor of E&C Capital Partners, LLLP, E&C Capital Partners II, LLLP and The Registry Management Company, LLC. Also includes 14,000 shares of our Common Stock held by Mr. Egan’s wife, as to which he disclaims beneficial ownership."
Now the $.16s are showing as buys and the $.15 dumps are showing as sells. Amazing how that works.
Buy = trade nearer the ask
Sell = trade nearer the bid
You're confusing an existing public company, where the assets are owned by all shareholders with a private company (Delfin) where the assets are owned by the private company. When a public company buys assets, they are simply transferring one shareholder asset (cash) into another. They are "giving away" nothing.
Think of it this way. Let's take a guess that Delfin has $20 million in net assets (I know everyone keeps talking about much more, but the reality is that any assets in the hundreds of millions are paid for with loans, which makes them the owner as much as someone with a million dollar house and an $800k mortgage).
Right now they own $20 million in net assets.
Let's say they transfer that $20 million into TGLO.
Now they own $14.2 million in assets and other TGLO shareholders own $5.8 million in assets.
See why they wouldn't want to do that now?
As far as encumbered assets - well, if you think a lender is going to let a private company transfer those assets to a pinkie they only own 71% of, that would be a big mistake.
A hedge fund can buy unissued shares?
Wow, just wow.
What is 'Authorized Stock'
Authorized stock is the maximum number of shares that a corporation is legally permitted to issue, as specified in its articles of incorporation. It is also usually listed in the capital accounts section of the balance sheet. Authorized shares should not be confused with outstanding shares, which are the number of shares the corporation has actually issued that are held by the public.
Read more: Authorized Stock https://www.investopedia.com/terms/a/authorizedstock.asp#ixzz5BXyzuhVm
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No worries. Picasso will paint that close.
What???? Completely wrong!!!
When they R/S, they still own 70.9% of the O/S. No one can "buy up the rest of the authorized". Shares cannot be sold until they are registered and issued. Authorized shares are neither.
No one can take over TGLO without Delfin allowing it.
https://www.investopedia.com/terms/a/authorizedstock.asp
Actually, that would make everyone wrong.
https://www.otcmarkets.com/stock/TGLO/overview
Perhaps you can provide the 10K statement that PROVES the opposite. I only saw this in the 10K relevant to the discussion, " Any equity capital raised would likely result in substantial dilution in the number of outstanding shares of our Common Stock"
Is there a section I missed that says, "We're likely to contribute our private assets into the 71% owned shell"?
Perhaps, "We believe outside investors will gladly provide us millions and a market cap of hundreds of millions by buying the 25% of the O/S in a secondary offering"?
Consider TELL. A private company that merged into a NASDAQ operating company in a similar business.
"The company’s share count increased from under 6 million shares to over 199 million shares, with old Magellan shareholders owning only about 3% of the combined company."
https://seekingalpha.com/article/4045564-tellurian-stock-decline-following-issuance-190-million-new-shares
Then there's this tidbit, "This ratio was based on Tellurian Investments' view that the fair value of Magellan's assets was between $10 million and $15 million, which Magellan viewed as reasonable, and Magellan's view that the fair value of Tellurian Investments' business was between $200 million and $300 million, which Tellurian Investments viewed as reasonable."
Now let's do a calculation of Delfin's assets (though unknown, they're above zero) and TGLO's, which are in fact less than zero. And given Delfin's fiduciary responsibility to Delfin shareholders, I don't think they're going to assign a ratio of 3:1 to TGLO, or even if they converted all their shares to some sort of preferred, a ratio of 1:4 to TGLO.
Indeed I did. Do you think that makes it LESS likely to be true?
That's what happens when companies with no assets raise funds through a shell. They dilute the existing shareholders down to nothing, then they give themselves shares through either an asset sale or preferred shares and they get outside investors to contribute capital. Delphin is in a unique position in that they have actual assets and a business model that could raise funds, however that doesn't mean they're crazy enough to give those assets to the 29% sharholders of TGLO. It also doesn't mean outside investors are crazy enough to substantially fund a company that they can own at best 25% of.
And their money is in the hands of those who understand PnDs.
Win-win I guess!
Did you notice the company confirming what I've been saying all along in the 10K?
" Any equity capital raised would likely result in substantial dilution in the number of outstanding shares of our Common Stock"
I'm baffled by folks who keep buying on hype and handing me more free riding shares, especially when the 10K provided no new information, other than confirming the above. There was so much speculation of this going to $1 or more today that I knew it was going to be a good day to take some more profits.
To each his own.
Good luck. Not sure that knife has stopped falling yet. It hasn't even been an hour and a half and the hype that took it up 50% now has it down for the day.
I'm going to keep watching to see when it might be reload time, but with little likely news for a while now, it's probably going to drift downward until that "lower low".
GLTA.
It doesn't need an insider to see existing shareholders need to be moved down to minuscule ownership before Delfin can do any sort of secondary offering. And if they're not doing that, well, then it's back to dead shell status for TGLO.
Rock, meet hard place.
Nah, not enough shares at $.21, but I did manage a 50% profit on already free riding shares. Remember my P&D mantra - lower highs, lower lows. Last high was 22/23.
Thanks for the shout out.
Hope you flipped it too. Gotta love these pump and dumps. I pity the poor folks that were buying my free riding shares, expecting this to go to $1 and a $400 million market cap.
I think Picasso is going to have to get his brush out to paint this as a gain for the day at 3:59. This hype doesn't look like it will carry it out of the AM.
Wait until the 10K filing and we see even more new toxic notes. Lots of spending. Little or no revenues. No credit. Formula for big toxic notes.
Probably, but they have until Monday night to be on time, then until Tuesday to file an NT-10K with the 10K in the next 14 days.
They don't pay debt. It converts to heavily discounted shares which get sold to retail buyers for a huge profit to the toxic lenders.
I thought this was pretty groundbreaking. I know I've been saying it for a while, but now it's the company telling investors.
"Any equity capital raised would likely result in substantial dilution in the number of outstanding shares of our Common Stock"
Oops, did they just slip and suggest a 1:10 R/S coming? Hmmmm.
"Delfin is our parent company and beneficially owns an aggregate of 31,825,952 shares of our Common Stock, representing 70.9% of our issued and outstanding Common Stock. Fairwood is the parent company of Delfin ."
'Any equity capital raised would likely result in substantial dilution in the number of outstanding shares of our Common Stock. '
Yup, as I've been saying all along. Now maybe folks will listen when the company says it.
Nice Find!
Wrongo. Egan is gone. Probably his shares too. He's not getting paid anything.
But yup, just as I expected, no R/M, no capital, just a loan from Delfin to keep the shell active since they own most of it.
May, June, December, whenever Delfin decides it's time to try and monetize the shell, don't be left holding anything other than free shares.
It's gonna be ugly.
So only new info in the 10K (aside from confirmation that there has been no movement of assets into the shell) is "On March 9, 2018 the Company entered into a $50,000 promissory note with, and borrowed $15,000 under such promissory note from, Delfin Midstream, LLC, the Company’s majority stockholder. The Company intends to use the proceeds from the promissory note to pay its public company operating costs over a short period of time."
So Delfin is lending the company $50k to pay expenses. Didn't even want to gift it with $50k. So I don't think they're going to gift it with millions.
And I would not be surprised to see Delfin do something similar, however they have fewer options than Dropbox, which has over $1 billion in revenue and is cash flow positive.
Once again, the key for Delphin will be providing enough value to new investors to attract the significant funds they need to build out the business. The less value they give away to current TGLO shareholders, the more value left for new shareholders, which is critical to moving this forward. Which is why you're not going to see them hand over millions to the 29% shareholders.
Same old, same old, busting up these pump and dumps.
Just saw the "correction" and thought I'd give a shout out to my peeps in this scam.
Looking forward the 10K on this one in a couple of weeks, then the reverse split.
Remember when I explained how companies with millions in profits don't sell themselves for a couple million dollars, so speculation of how much Crescent was making had to be off base?
https://backend.otcmarkets.com/otcapi/company/sec-filings/12648277/content/html#EX99-1_HTM
Bingo! Net income for the prior two years to the acquisition was $220k. Cash flow was about $300k.
Interestingly, it appears IHSI's filings overstated Crescent's gross and net profit significantly.
"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. "
But the real problem is that in 2016, with no revenues, IHSI lost $500k from Ops. In 2015, with $250k in revenues, they lost $1.5 million from Ops.
Huh? It was worthless until Delphin paid $25k for 70.9% and bumped his 4.9% up to $2-4 million.
Actually less than worthless, as he had to pay to keep it alive out of his own pocket.
The only way this will see 14 cents is with a 1:10+ reverse split, and even then it won't last as soon as Kodiak starts dumping its put shares.
Egan sold his worthless shell for $2-$4 million. You can speculate that " the resulting entity will be worth billions", but that's simply wrong as I've shown many times.
Do you not think that if anyone really though these shares were EVER going to $5 each,let alone some of the higher predictions this would be range bound at $.10-$.14? You'd have to believe that every person who knew anything about Delfin or TGLO, or any of the thousands of private equity funds who follow the market are either ignorant of TGLO or idiots.
"Began discussions years back?" I think that's a bit of a stretch.