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We have all read all the "DD" and documents.
So, again, as previously and on many occasions, I am asking for one item from the DD that actually mentions the existence of a second transaction post the failure of the SISP? It is impossible for you to say that such evidence exists in the "DD" if you are unable to show one single piece of it.
I know that. So here is how it is going.
Lucky: There was a second transaction?
McCoy: Really? Where is there any evidence of that?
Lucky: All the documents.
McCoy: Can you point to anything specifically?
Lucky: No I can not. I just believe without any evidence.
Yes I understand your suggestion. I am accusing you of having nothing specific, and therefor nothing at all. Can you point me to one (1) item from the documents you reference that mentions a second transaction post the failure of the SISP? This is not a difficult question at all if you believe the documents support your position.
There is no right or wrong person. It is only the notion that there is any DD here that I respond to. There is absolutely nothing out there that actually supports a second transaction, and that is why there is still no mention 2 years later.
There will be continued frustration. For the life of me I don’t understand why they won’t admit it. I press these guys and they ultimately admit they don’t have anything, or worse, they pretend they don’t see my posts/questions (and of course they do). This is not the behavior of folks who still believe, I’m sorry to say.
What part is nonsense? It is very clear what was meant by “transactions”. The asset purchase, and “any confidentiality agreement, non-disclosure agreement, or similar undertaking or agreement.” ANY other type of agreement was expressly specified as not existing.
Plural yes relating to transactions “contemplated by this agreement”. Any half a billion dollar transaction contemplated by this agreement?
Because the Purchaser wanted the seller to represent no one would come out of the woodwork claiming they are owed money in connection with the transaction. Remember the LCY lawyer letter? Not one penny more than 4.34M!!!
This is correct. So while it is not possible there is any second transaction agreement between the parties, it is possible that there is a confidentiality agreement, NDA or similar between the parties. Outside the APA of course.
Yes other than the confidentiality agreements. The APA provides that there may be agreements outside the APA between the parties, but only confidentiality agreements. There is nothing other than the APA and potentially confidentiality agreements between the parties. Makes sense given the LCY lawyer letter right?
Not correct. “Other than any confidentiality agreement..” does not refer to any protected by such agreement, only the agreement itself. So there is only the APA and any confidentiality agreements. You’re saying the second transaction was contained in a confidentiality agreement?
So both you and he, who are very smart, admit that you cannot provide any mention of or shred of evidence of a second transaction, post failure of the SISP, but you will continue to believe based on "your reading and understanding of the documents"? The documents from which, again, you cannot provide any mention of a second transaction post failure of the SISP?
Do you think its normal for smart people to continue to believe things that, when pressed, they have to admit they can not specifically evidence, only generally through the sum total of a bunch of perceived inconsistencies in a swath of documentation/
so you got nothing, eh?
Maybe you should get ahold of those bids somewhere, especially if they are from the portion of the SISP where only binding proposals were accepted, because remember that 11 such bids were received, 2 of which for all the assets ("business as a whole") the others for piecemeal assets. Finding these would go a long way toward your unanswered question about providing one (1) - ANY- shred of information or evidence in any form whatsoever of so much as a mention of a second transaction after the failure of the SISP. Your failure to provide any such information indicates that any continued belief would be in bad faith.
This document was furnished after the failure of the SISP. The same era they told you that there were no bids received for equity. Therefor, “business as a whole” in this context meant the whole lot of assets, as opposed to cherry picking. Don’t believe me? Then why is the explanation utterly consistent with every subsequent report and the APA that was executed and the judges approved, etc etc etc.
PS - I thought the “Other Than” nonsense was debunked? Remember? I pointed out that it would have to mean a transaction was contained within an NDA, CA or similar agreement, to which you pointed out it only referred to the “subject matter of this Agreement” which if taken completely literally would mean the provision accomplishes nothing. For my part I certainly believe the intent of the drafter was to shut down the notion of any subsequent transaction at all, but potentially in error, he did not anticipate any reading of this document to be done with an eye toward a potentially transaction involving the equity given that no trace of that exists anywhere else, at all, anywhere, and is in fact expressly not what happened in the APA and all other reports, releases, etc.
No binding offers for the equity were ever received. This is in writing under the watchful eye of the courts. The fundamental mistake of those that lost here was not understanding that the latest information was always the only information. There could have been 500 bidders offering 1B each in theory, but when you are told that none showed up when it was time to submit binding offers and instead a liquidation plan was being pursued, that was the time to get out, not to sit there muttering about the promise of big bids from an earlier report.
Poor market acceptance of the product, plain and simple.
There were not 2 bids for the company as a whole. They started the bankruptcy with a lot of hope, and I am sure had a lot of hopeful discussions, but no offers to be bound by such terms actually materialized. Pretty clear from the 6th Report that the Monitor accepted the highest bid possible, and that was confirmed when the judge approved it. It is the judge's duty to be sure that the course of action chosen is in the best interest of all stakeholders and in accordance with prior agreements, and in this case that meant taking the highest bid for the assets even though it meant wiping out shareholders.
Got it. So again, can you provide one (1) item that evidences any proof whatsoever of a mention of a "second transaction" that was disseminated after the failure of the SISP?
Nothing he has provided has EVER been allowed to survive as possible or plausible.
Can we assume formally now that you will decline providing that one (1) piece of evidence of a second transaction post failure of the SISP?
For a settlement the idea of guilty or innocent goes away in favor of a number. Verb would have preferred 0, the plaintiff maybe several million or more. They agreed to 600k or so. A lot or a little, depending on your perspective.
Like a month close? 2 months? 6 months?
If no answer, then “tick tock” should not be used, as there is no urgency at all.
? But it’s been over for two years with nothing. What’s the magic number, 5 years? 10 years?
I’ve been accurate every time here. I don’t every recall losing an argument here, other than on a semantic technicality here and there, which is of course all that there is on the other side. But yes this is the first time I’ve participated in watching the typical post liquidation “hoping” and “bashing”.
Still on the “second transaction was imbedded in an NDA” kick, eh?
Well, there’s a first time for everything. But not that.
Of course not. But as I've said, I just want to know what it will take. Everyone has said it flatly, from the Monitor, judges, the buyer, the buyers lawyer, etc. None of them are likely to address it again. FINRA has done what it could. I just think people should admit it when its over.
Absolutely not. Are you kidding?
So they announced an additional transaction before they closed this out then?
Look, if you’re so sophisticated that you’ve sniffed out a well orchestrated and planned end around disguised as bankruptcy fraud where courts allowed actively deceptive documents to sit just on the bright line that still allows the end around- just tell us when and how. No more fighting over semantics- actually just the when. 2 weeks post class action closing for an announcement sound right? Extended if there is a shred of evidence to do so. Otherwise turn them loose?
He certainly has quite a lot of support given that he has so little in the way of a compelling argument. Nothing actually. I mean literally, just nothing.
The mind is a powerful thing when you need to believe something.
Hahhaahahahaahahahahahahah. Yes the courts, officers of it and participants in it are allowed to mislead and trick the public!!! Hahahahahaahahahaahahahahhaahaha
While your point is also true, he cannot claim that any additional transaction is COVERED by an NDA or CA. He can only claim that an additional transaction literally IS an NDA or CA. Remember it says "Other than any confidentiality agreement or non-disclosure agreement...", not "Other than covered by any confidentiality agreement..."
So the terms of the additional transaction would have to be WITHIN the NDA or CA, which or course, is ludicrous. Once again screaming that the ONLY reasonable course of action is the abandonment of any notion of a "second transaction".
So you were asked repeatedly to provide one (1) piece of evidence that there was a second transaction completed or underway that is dated post the failure of the SISP. Did you give up on that? You’ll just believe anyway with no evidence? We are a bunch of jerks for suggesting that believing in something for which you are unable to supply one (1) item of evidence is misguided?
I was recalling language from a page posted many times and by you recently. So not sure how bad faith could come into it. Assuming anyone interested had seen the whole page, including the discussion on your "qualifier" which is limited to "any confidentiality agreement, nondisclosure agreement or similar undertaking or agreement". To which I posed to you then and again now: are you saying there is a second transaction stuffed into a non-disclosure agreement? If you agree that that cannot and would not happen, and you believe the remaining language that says outside of an NDA or CA that this is the only agreement between the parties, then doesn't it follow that there is no such "second transaction"?
Wouldnt it be bad faith to not be able to answer in the affirmative that a second transaction was stuffed into an NDA and still maintain a "belief" in second transaction, given that there was no other agreement between the parties?
I find it extreme bad faith that any semantic perceived inconsistency ("affirm", "evolved", "upfront") is picked at when it comes up despite it having no change to the outcome, but items like the existence of a deposit, the LCY lawyer letter and the Entire Agreement provision, all of which bulldoze the possibility of a "second transaction" with LCY and/or Visolis, are ignored or not acknowledged.
Its like "I believe LCY is doing a second transaction, and when you prove it to be wrong, I will just say I continue to believe it anyway."
“There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.”
There are no other agreements between the parties to the APA. Full stop- not in CCAA or otherwise. Black and white. So who is the counterparty in the transaction you are "waiting for"?
There is no stock to chase. All that remains is acceptance.
I applaud this. Practical, unemotional, and logical. Asking very respectfully- what is it about this company that makes you want to ride this period where stagnation is so likely if not assured? I can almost promise you there will be upside galore in clean energy, electric vehicles, e-commerce transactional, even automated used car sales. Why the loyalty to something as inanimate as a company?
remember also the Entire Agreement provision stating that other than any confidentiality agreement, this is the only agreement between the parties. So this is for sure it.
It’s a snippet when a tiny excerpt of a document is used to try to show how the main message of rest of the document is wrong. This is why, generally speaking, snippet hunting is a total waste of time.
You can read the entire document that this excerpt is from and have no question whatsoever that the excerpt is consistent with the rest that evidences a liquidation. Hence, not really a snippet.
They reported the entire amount paid for the assets, as you know, which they were obligated to do. None of the bidders could care less about the net asset value, a concept that is worthwhile for some accounting purposes, but certainly not of interest to bidders in a distressed asset sale. Why would they care how much it cost the original owner when they only have to pay whatever ends up being the highest bid? Why would they care about any liabilities when they weren’t taking on any?
I thought the new narrative was Tillman Fertitas blank check company was bailing you out? What spaghetti will be thrown against the wall tomorrow?
What about the subsequent Monitors reports on the asset value? What did those report?