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Baltia d.b.a USGLOBAL, was created in August of 1989, the name USGLOBAL, was created a year ago. Same company, same crap, different day.
I think the DOT's letter finding Baltia d.b.a. USGLOBAL unfit should be considered a material event.
Well if nothing happened, there is no material event to report with an 8K.
With USGlobal being a 1 Plane Jane, the flight attendants will have to repair the plane as well.
Not even the additional 10 pages for N417XA, that were filed with the FAA Aircraft Registration BR on 9/23/2017 @ 12:38 PM in Oklahoma City, Oklahoma
It is based upon the presumption a written notice was given to the alleged breacher of the agreement on 10/31/17. From which they have 15 days to fix their breaches.
From item 1.01 of the agreement:
In addition, after October 31, 2017, in the event that the closing has not yet occurred due to a material breach by either of AerLine or the Company of any of their representations, warranties, covenants, obligations or agreements made in the Agreement, and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within 15 days after written notice thereof, then the other party may terminate the Agreement.
Article 8 Termination:
8.1 Termination of Agreement. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the
Closing:
(a) By Buyer:
i. if any Order restraining, prohibiting or enjoining Seller from consummating the Transaction shall have been entered and such Order shall have become a final Order at any time before the earlier of the Closing or October 31, 2017;
ii. at any time after October 31, 2017, if the Closing shall not have occurred solely because there shall have been a material breach by Seller of any of its representations, warranties, covenants, obligations or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 7.1 , and such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within fifteen (15) days after written Notice thereof shall have been received by Seller, and in any event not cured on or before October 31;
iii. upon receipt of a copy of Buyer’s written notice of termination to Seller pursuant to paragraphs 8.1(a)i. or (a)ii. above, Seller shall pay to Buyer the Purchase Deposit, and the Escrow Agent shall pay to Buyer the balance of funds held by the Escrow Agent pursuant to the Escrow Agreement, after deducting Buyer’s half of the escrow fee charged by the Escrow Agent in connection with the Escrow Agreement in the event that such half shall not have already been paid separately by Buyer.
(b) By Seller:
i. if any Order restraining, prohibiting or enjoining Buyer from consummating the Transaction shall have been entered and such Order shall have become a final Order at any time before the earlier of the Closing or October 31, 2017;
ii. at any time after October 31, 2017, unless the Closing shall not have occurred solely because there shall have been a material breach by Seller of any of its representations, warranties, covenants, obligations or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 7.1 , and such breach shall not have been cured on or before October 31, 2017;
iii. if there shall have been a material breach by Buyer of any of its representations, warranties, covenants, obligations, or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 7.2 , and such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within fifteen (15) days after written Notice thereof shall have been received by Buyer and in any event not cured on or before October 31, 2017;
iv. upon receipt of a copy of Seller’s written notice of termination to Buyer pursuant to paragraphs 8.1(b)i., ii. or iii. above, the Escrow Agent shall pay to Buyer the balance of any funds held by the Escrow Agent pursuant to the Escrow Agreement, after deducting Buyer’s half of the escrow fee charged by the Escrow Agent in connection with the Escrow Agreement, in the event that such half shall not have already been paid separately by Buyer.
I think Baltia screwed up.
Mid June they entered into the LOI and filed the paperwork with the DOT for the transfer.
Then 9/13 the DOT responds telling them it is a no go and why. Because of the $ 1 million already committed Tony ask for an extension til 10/31 to fix whatever was wrong.
They were unable to satisfy whatever it was the DOT has issue with, be it a lack of financials, funding, personnel. or any combination. 11/1 the DOT post the letter.
Isn't Baltia still in quiet periods for the 7 min-evac failures?
Only if Aersale messed up.
2.2 Purchase Price; Purchase Deposit . The consideration payable for purchase of the Shares is Six Million Five Hundred Thousand dollars
($6,500,000), plus an amount equal to the sum of the Deposits (together, the " Purchase Price "). Immediately prior to Closing, Buyer will transfer to the Escrow Agent the remaining balance of funds, which, together with the Purchase Deposit, will be sufficient to fully pay the Purchase Price to Seller. Seller and Buyer acknowledge that the Purchase Deposit has been paid into escrow with the Escrow Agent, and that it is non-refundable and payable to Seller in all circumstances other than those specified in Section 8.1, and immediately upon execution of this Agreement, Seller and Buyer shall instruct Escrow Agent in writing to release the Purchase Deposit to Seller by wire transfer as specified in Section 2.3 below.
Refundable if terminated by the Buyer: if any Order restraining, prohibiting or enjoining Seller from consummating the Transaction shall have been entered and such Order shall have become a final Order at any time before the earlier of the Closing or October 31, 2017;
Or: at any time after October 31, 2017, if the Closing shall not have occurred solely because there shall have been a material breach by Seller of any of its representations, warranties, covenants, obligations or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 7.1 , and such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within fifteen (15) days after written Notice thereof shall have been received by Seller, and in any event not cured on or before October 31;
The 15 days to cure any breach is probably where the November 15 drop dead date is coming from.
Surely a member Baltia's World renowned crack management team, knew of these requirements before they filed the transfer request with the DOT.
Who is Baltia beholding to for the nonrefundable, million dollar purchase deposit?
Not only did Baltia fail to close the deal they lost the $1 million Purchase Deposit as well.
Tony should've given the cooked books to the DOT for the fitness review.
204.3 Subpart B—Filing Requirements:
(j) To the extent any relevant corporation
has been engaged in any business
prior to the filing of the application,
each applicant shall provide:
(1) Copies of the 10K Annual Reports
filed in the past 3 years by any relevant
corporation required to file such
reports with the Securities and Exchange
Commission, and
(2) Copies of recently filed 10Q Quarterly
Reports, as necessary, in order to
show the financial condition and results
of operations of the enterprise
current to within 3 months of the date
of the filing of the application.
https://www.gpo.gov/fdsys/granule/CFR-2014-title14-vol4/CFR-2014-title14-vol4-sec204-3
Yes, these filing requirements apply to Transferees as well.
Go read it again. The C check is 6.8 A it is not reimbursed. 6.8 B is reimbursed.
Yep, it was not by coincidence, that the DOT's letter of intent dated 9/13/17, was posted the day after Baltia's in no event later than date of October 31, 2017.
Yep, cue up the Baltia done nothing wrong song.
They do not check to see if Songbird has sufficient money and reserves to operate.
Transfer of Authority
Certificates are not transferable without prior Department approval. Applications for transfer of certificate authority should be filed jointly by the transferor and the transferee with the Department’s Dockets Section at least three months in advance of the proposed effective date of the transfer. Additional time would be required if objections are filed or
complex or unusual issues are raised by the application. Applicable filing fees, to be paid via www.pay.gov, are $290 (interstate authority) and $255 (foreign authority). Under section 41105 of the Statute, in order to approve a transfer, the Department must find that the proposed transfer is “consistent with the public interest,” that is, that the transferee is fit to conduct the proposed operations.
https://www.transportation.gov/sites/dot.dev/files/docs/Certificated_Packet_2012_final.pdf
Baltia Airlines d.b.a USGlobal is the transferee.
The effective date of transfer was 10/31/17, odd they posted that letter on 11/1/17.
They entered into a non-binding letter of intent with AerLine Holdings LLC on 6/15/17. The DOT sent Baltia the letter of intent to revoke 90 days later.
When did the lease agreement, that hasn't happened yet change to a purchase agreement?
Yes, the Company has the RIGHT to offer employment to any current or former employees.
The current or former employees of Songbird have the RIGHT to reject offers from USGlobal.
The aircraft is not part of the purchase agreement. If N417XA is unable to pass a C check they will have to renegotiate the lease agreement.
Songbird is under no obligation to deliver any employees as part of the purchase agreement.
Aersale has to keep the requisite positions filled pending the Closing.
After the closing it is USGlobal’s responsibility to retain the relevant employees following the Closing.
Nah, the only difference between Igor & Tony is a pulse.
Well I could explain to you the concept of answering a question, with a question, but I can't understand it for you. Have a nice day.
Did you read the post it was in response to?
With which Federal agency are commercial aircraft registered with? Contact is listed near the bottom right corner of the page.
Aersale does not care if Baltia's financials even exist, they just want the money.
That's all Baltia needs more washed-up exec.
Come out of what, the closet? Hasn't gone to trial yet. Next scheduled appearance is on 10/30/17 and they'll probably reschedule again.
Nope, same 2 models, looks like they photoshopped them from the previous image onto a different background.
Absolutely, 28 eight years in the business not a single lost bag, late arrival, or unsatisfied passenger. Yessiree, Baltia d.b.a. USGlobbuals definitely knows what they're doing.
They showed them the money? Did you bear witness to it, or was that what the company told you on the phone?
Everyone at Baltia has done the best they could for over 28 years now.
It must be true, we read it on the internet. Even though the 767 lease with Kalitta never happened and the 737 lease with Aersale has not occurred yet either. Why not include N706BL as part of the fleet.
Yep, we're another day closer to more excuses and finger pointing.
Of things we can count on, bad experiences with Baltia d.b.a. USGLOBAL, is as reliable as death and taxes.
Nah, it's still sitting on the cinder blocks where they parked it.
The PPS should already be well over a penny due to the true believers buying as many shares as they possible can.
That $1 million, is only for the purchase deposit, of which Aersale gets to keep if Baltia fails to close the deal.
Paying for the C check is a separate expense, that is part of the Aircraft lease agreement, not the purchase agreement.
If for whatever reason Baltia is unable to close the deal, they will have no need to lease N417XA and not have to pay for the C check. The plane will remain in storage, most likely to be used for spare parts.
As per the agreement: Proof of funds will be made available to the Seller 15 days prior to the Scheduled Closing Date.
Presuming they did provide proof of funds we're left wondering if the FAA will allow the transferring the authority of Songbird's certificate to Baltia.
Other than unrecorded phone conversations with the company, what proof do these numerous people have that it is on track?
Mr Lampl's email was written as intended. Ensuring there is no misunderstanding is not how it works here in the land of Stinky Pinkies.
They don't need to file no stinking 144. Never stopped Barry Claire, until.
https://www.sec.gov/litigation/admin/2016/34-77373-s.pdf
But we've been told repeatedly they have all the money they need. How many resources would be tied up placing an update on their FB page or the company website?