Trading Partnership
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
April 7th: LandAmerica (Summary Judgment - 08-3147) - this is the main case - the four remaining test cases
April 13th - LandAmerica - Sum. Judgs. - this may be the final summary judgement
April 23 - No Hearings - where the original trial was to begin
Nice white candle EOM!! IOHO
Looks like those who sold on Friday are going to be sorry.
Judges calendar now reads "no hearings" for April 23rd.
A penny saved is
not much.
One month LandAmerica Chart looking good....IOO
Why don't cannibals eat clowns?
They taste funny.
We will not be posting for a while...we will be contacting everyone after this stock has been resolved.
GLTA!!! GO LandAMERICA!!!!!!!!!!!!!
We think it is good for the following reasons:
The summary judgement has been on the calendar for the 7th for quite a while for the four remaining test cases - the main case. Everyone has had plenty of time to resolve these matters and we are waiting for the 6th deadline for additional non-public complaints to be filed.
The ? on the 23rd is good, because it shows that it MAY NOT happen...IOO.
If there are no other complaints, we could see, a summary judgement on the 7th. If the summary judgment is consistent with the 100% siding for LandAmerica, then some very good news could be had on the 7th...no promises though - IOO.
"LandAmerica Trial?" Listed on the judge's calendar today for April 23rd.
"LandAmerica (Summary Judgment - 08-3147)" Unchanged April 7th for the four remaining test cases - the main case.
ANOTHER example:
ZAP Plan of Reorganization Confirmed, Emerges from Chapter 11
Submitted by acampbell on Fri, 06/21/2002 - 20:00.
Corporate Investors
SEBASTOPOL, Calif. (June 21, 2002) - ZAP (OTC:ZAPPQ) announced today that its Plan of Reorganization has been confirmed by the United States Bankruptcy Court, which clears the way for the Company to emerge immediately from Chapter 11. The Plan includes a merger with two privately held companies as well as a reverse split of its stock.
The Plan represents a "comprehensive and fair proposal for the payment of outstanding obligations to creditors and all stakeholders," according to ZAP. There were no objections to the Plan. ZAP had filed for Voluntary Chapter 11 Reorganization on March 1, 2002. The Order Confirming the Plan was signed by U.S. Bankruptcy Judge Alan Jaroslovsky on June 20, 2002. The Plan earned support from Company shareholders, secured and unsecured creditors, and employees.
Under the plan, existing common shareholders stock will be reverse split, and the preferred stock will be converted to common stock. A significant impact of the successful reorganization is the elimination of the majority of the unsecured debt that ZAP had on its balance sheet. Also as a result of the reorganization, the Company will acquire two Sonoma County companies RAP Group, Inc. and Voltage Vehicles.
ALSO today:
The Obama administration plans to unveil new rules to protect consumers and investors against financial fraud, aiming to stamp out practices that helped cause the mortgage-market crisis. http://www.bloomberg.com/apps/news?pid=20601087&sid=aaQgDF.ca2jk&refer=home
EQUITY SECURITY HOLDERS
An equity security holder is a holder of an equity security of the debtor. Examples of an equity security are a share in a corporation, an interest of a limited partner in a limited partnership, or a right to purchase, sell, or subscribe to a share, security, or interest of a share in a corporation or an interest in a limited partnership. 11 U.S.C. § 101(16), (17). An equity security holder may vote on the plan of reorganization and may file a proof of interest, rather than a proof of claim. A proof of interest is deemed filed for any interest that appears in the debtor's schedules, unless it is scheduled as disputed, contingent, or unliquidated. 11 U.S.C. § 1111. An equity security holder whose interest is not scheduled or scheduled as disputed, contingent, or unliquidated must file a proof of interest in order to be treated as a creditor for purposes of voting on the plan and distribution under it. Fed. R. Bankr. P. 3003(c)(2). A properly filed proof of interest supersedes any scheduling of that interest. Fed. R. Bankr. P. 3003(c)(4). Generally, most of the provisions that apply to proofs of claim, as discussed above, are also applicable to proofs of interest.
CONVERSION OR DISMISSAL
A debtor in a case under chapter 11 has a onetime absolute right to convert the chapter 11 case to a case under chapter 7 unless: (1) the debtor is not a debtor in possession; (2) the case originally was commenced as an involuntary case under chapter 11; or (3) the case was converted to a case under chapter 11 other than at the debtor's request. 11 U.S.C. § 1112(a). A debtor in a chapter 11 case does not have an absolute right to have the case dismissed upon request.
A party in interest may file a motion to dismiss or convert a chapter 11 case to a chapter 7 case "for cause." Generally, if cause is established after notice and hearing, the court must convert or dismiss the case (whichever is in the best interests of creditors and the estate) unless it specifically finds that the requested conversion or dismissal is not in the best interest of creditors and the estate. 11 U.S.C. § 1112(b). Alternatively, the court may decide that appointment of a chapter 11 trustee or an examiner is in the best interests of creditors and the estate. 11 U.S.C. § 1104(a)(3). Section 1112(b)(4) of the Bankruptcy Code sets forth numerous examples of cause that would support dismissal or conversion. For example, the moving party may establish cause by showing that there is substantial or continuing loss to the estate and the absence of a reasonable likelihood of rehabilitation; gross mismanagement of the estate; failure to maintain insurance that poses a risk to the estate or the public; or unauthorized use of cash collateral that is substantially harmful to a creditor. Cause for dismissal or conversion also includes an unexcused failure to timely comply with reporting and filing requirements; failure to attend the meeting of creditors or attend a Fed. R. Bankr. P. 2004 examination without good cause; failure to timely provide information to the U.S. trustee; and failure to timely pay post-petition taxes or timely file post-petition returns. Additionally, failure to file a disclosure statement or to file and confirm a plan within the time fixed by the Bankruptcy Code or order of the court; inability to effectuate a plan; denial or revocation of confirmation; inability to consummate a confirmed plan represent "cause" for dismissal under the statute.
THE DISCLOSURE STATEMENT
Generally, the debtor (or any plan proponent) must file and get court approval of a written disclosure statement before there can be a vote on the plan of reorganization. The disclosure statement must provide "adequate information" concerning the affairs of the debtor to enable the holder of a claim or interest to make an informed judgment about the plan. 11 U.S.C. § 1125. In a small business case, however, the court may determine that the plan itself contains adequate information and that a separate disclosure statement is unnecessary. 11 U.S.C. § 1125(f). After the disclosure statement is filed, the court must hold a hearing to determine whether the disclosure statement should be approved. Acceptance or rejection of a plan usually cannot be solicited until the court has first approved the written disclosure statement. 11 U.S.C. § 1125(b). An exception to this rule exists if the initial solicitation of the party occurred before the bankruptcy filing, as would be the case in so-called "prepackaged" bankruptcy plans (i.e., where the debtor negotiates a plan with significant creditor constituencies before filing for bankruptcy). Continued post-filing solicitation of such parties is not prohibited. After the court approves the disclosure statement, the debtor or proponent of a plan can begin to solicit acceptances of the plan, and creditors may also solicit rejections of the plan.
Upon approval of a disclosure statement, the plan proponent must mail the following to the U.S. trustee and all creditors and equity security holders: (1) the plan, or a court approved summary of the plan; (2) the disclosure statement approved by the court; (3) notice of the time within which acceptances and rejections of the plan may be filed; and (4) such other information as the court may direct, including any opinion of the court approving the disclosure statement or a court-approved summary of the opinion. Fed. R. Bankr. P. 3017(d). In addition, the debtor must mail to the creditors and equity security holders entitled to vote on the plan or plans: (1) notice of the time fixed for filing objections; (2) notice of the date and time for the hearing on confirmation of the plan; and (3) a ballot for accepting or rejecting the plan and, if appropriate, a designation for the creditors to identify their preference among competing plans. Id. But in a small business case, the court may conditionally approve a disclosure statement subject to final approval after notice and a combined disclosure statement/plan confirmation hearing. 11 U.S.C. § 1125(f).
ACCEPTANCE OF THE PLAN OF REORGANIZATION
As noted earlier, only the debtor may file a plan of reorganization during the first 120-day period after the petition is filed (or after entry of the order for relief, if an involuntary petition was filed). The court may grant extension of this exclusive period up to 18 months after the petition date. In addition, the debtor has 180 days after the petition date or entry of the order for relief to obtain acceptances of its plan. 11 U.S.C. § 1121. The court may extend (up to 20 months) or reduce this acceptance exclusive period for cause. 11 U.S.C. § 1121(d). In practice, debtors typically seek extensions of both the plan filing and plan acceptance deadlines at the same time so that any order sought from the court allows the debtor two months to seek acceptances after filing a plan before any competing plan can be filed.
If the exclusive period expires before the debtor has filed and obtained acceptance of a plan, other parties in interest in a case, such as the creditors' committee or a creditor, may file a plan. Such a plan may compete with a plan filed by another party in interest or by the debtor. If a trustee is appointed, the trustee must file a plan, a report explaining why the trustee will not file a plan, or a recommendation for conversion or dismissal of the case. 11 U.S.C. § 1106(a)(5). A proponent of a plan is subject to the same requirements as the debtor with respect to disclosure and solicitation.
In a chapter 11 case, a liquidating plan is permissible. Such a plan often allows the debtor in possession to liquidate the business under more economically advantageous circumstances than a chapter 7 liquidation. It also permits the creditors to take a more active role in fashioning the liquidation of the assets and the distribution of the proceeds than in a chapter 7 case.
Section 1123(a) of the Bankruptcy Code lists the mandatory provisions of a chapter 11 plan, and section 1123(b) lists the discretionary provisions. Section 1123(a)(1) provides that a chapter 11 plan must designate classes of claims and interests for treatment under the reorganization. Generally, a plan will classify claim holders as secured creditors, unsecured creditors entitled to priority, general unsecured creditors, and equity security holders. Under section 1126(c) of the Bankruptcy Code, an entire class of claims is deemed to accept a plan if the plan is accepted by creditors that hold at least two-thirds in amount and more than one-half in number of the allowed claims in the class. Under section 1129(a)(10), if there are impaired classes of claims, the court cannot confirm a plan unless it has been accepted by at least one class of non-insiders who hold impaired claims (i.e., claims that are not going to be paid completely or in which some legal, equitable, or contractual right is altered). Moreover, under section 1126(f), holders of unimpaired claims are deemed to have accepted the plan.
Under section 1127(a) of the Bankruptcy Code, the plan proponent may modify the plan at any time before confirmation, but the plan as modified must meet all the requirements of chapter 11. When there is a proposed modification after balloting has been conducted, and the court finds after a hearing that the proposed modification does not adversely affect the treatment of any creditor who has not accepted the modification in writing, the modification is deemed to have been accepted by all creditors who previously accepted the plan. Fed. R. Bankr. P. 3019. If it is determined that the proposed modification does have an adverse effect on the claims of non-consenting creditors, then another balloting must take place.
Because more than one plan may be submitted to the creditors for approval, every proposed plan and modification must be dated and identified with the name of the entity or entities submitting the plan or modification. Fed. R. Bankr. P. 3016(b). When competing plans are presented that meet the requirements for confirmation, the court must consider the preferences of the creditors and equity security holders in determining which plan to confirm.
Any party in interest may file an objection to confirmation of a plan. The Bankruptcy Code requires the court, after notice, to hold a hearing on confirmation of a plan. If no objection to confirmation has been timely filed, the Bankruptcy Code allows the court to determine whether the plan has been proposed in good faith and according to law. Fed. R. Bankr. P. 3020(b)(2). Before confirmation can be granted, the court must be satisfied that there has been compliance with all the other requirements of confirmation set forth in section 1129 of the Bankruptcy Code, even in the absence of any objections. In order to confirm the plan, the court must find, among other things, that: (1) the plan is feasible; (2) it is proposed in good faith; and (3) the plan and the proponent of the plan are in compliance with the Bankruptcy Code. In order to satisfy the feasibility requirement, the court must find that confirmation of the plan is not likely to be followed by liquidation (unless the plan is a liquidating plan) or the need for further financial reorganization.
THE DISCHARGE
Section 1141(d)(1) generally provides that confirmation of a plan discharges a debtor from any debt that arose before the date of confirmation. After the plan is confirmed, the debtor is required to make plan payments and is bound by the provisions of the plan of reorganization. The confirmed plan creates new contractual rights, replacing or superseding pre-bankruptcy contracts.
There are, of course, exceptions to the general rule that an order confirming a plan operates as a discharge. Confirmation of a plan of reorganization discharges any type of debtor - corporation, partnership, or individual - from most types of prepetition debts. It does not, however, discharge an individual debtor from any debt made nondischargeable by section 523 of the Bankruptcy Code. Moreover, except in limited circumstances, a discharge is not available to an individual debtor unless and until all payments have been made under the plan. 11 U.S.C. § 1141(d)(5). Confirmation does not discharge the debtor if the plan is a liquidation plan, as opposed to one of reorganization, unless the debtor is an individual. When the debtor is an individual, confirmation of a liquidation plan will result in a discharge (after plan payments are made) unless grounds would exist for denying the debtor a discharge if the case were proceeding under chapter 7 instead of chapter 11. 11 U.S.C. §§ 727(a), 1141(d).
POSTCONFIRMATION MODIFICATION OF THE PLAN
At any time after confirmation and before "substantial consummation" of a plan, the proponent of a plan may modify the plan if the modified plan would meet certain Bankruptcy Code requirements. 11 U.S.C. § 1127(b). This should be distinguished from preconfirmation modification of the plan. A modified postconfirmation plan does not automatically become the plan. A modified postconfirmation plan in a chapter 11 case becomes the plan only "if circumstances warrant such modification" and the court, after notice and hearing, confirms the plan as modified. If the debtor is an individual, the plan may be modified postconfirmation upon the request of the debtor, the trustee, the U.S. trustee, or the holder of an allowed unsecured claim to make adjustments to payments due under the plan. 11 U.S.C. § 1127(e).
POSTCONFIRMATION ADMINISTRATION
Notwithstanding the entry of the confirmation order, the court has the authority to issue any other order necessary to administer the estate. Fed. R. Bankr. P. 3020(d). This authority would include the postconfirmation determination of objections to claims or adversary proceedings, which must be resolved before a plan can be fully consummated. Sections 1106(a)(7) and 1107(a) of the Bankruptcy Code require a debtor in possession or a trustee to report on the progress made in implementing a plan after confirmation. A chapter 11 trustee or debtor in possession has a number of responsibilities to perform after confirmation, including consummating the plan, reporting on the status of consummation, and applying for a final decree.
REVOCATION OF THE CONFIRMATION ORDER
Revocation of the confirmation order is an undoing or cancellation of the confirmation of a plan. A request for revocation of confirmation, if made at all, must be made by a party in interest within 180 days of confirmation. The court, after notice and hearing, may revoke a confirmation order "if and only if the [confirmation] order was procured by fraud." 11 U.S.C. § 1144.
THE FINAL DECREE
A final decree closing the case must be entered after the estate has been "fully administered." Fed. R. Bankr. P. 3022. Local bankruptcy court policies generally determine when the final decree is entered and the case closed.
Equity Committees Protect Shareholders in Chapter 11 Reorganizations of Publicly-Held Companies
by Thomas Henry Coleman
Thomas Henry Coleman, Troy and Gould Professional Corporation, Los Angeles, contributing author of Advising and Defending Corporate Directors and Officers, published by CEB. The firm’s website address is www.troygould.com and Mr. Coleman can be reached by e-mail at thcoleman@troygould.com.
Why Are There Equity Committees?
At first glance, the lot of shareholders in Chapter 11 reorganization cases of large, publicly-held companies seems bleak. Fortunately, the Bankruptcy Code (“Code”) provides a champion for these shareholders—the official committee of equity security holders (“Equity Committee”). By collectively representing all shareholders, the Equity Committee and its professionals provide shareholders with meaningful access to the reorganization process and an equal opportunity with creditors to preserve their financial interests. See Lynn M. LoPucki & William C. Whitford, Bargaining Over Equity’s Share in the Bankruptcy Reorganization Process, 139 U Pa L Rev 124, 158-59 (1990); and Thomas Henry Coleman & David E. Woodruff, Looking Out for Shareholders: The Role of the Equity Committee in Chapter 11 Reorganization Cases of Large Publicly Held Companies, 68 Am Bankr LJ, 295 (1994).
Unlike Creditors’ Committees, whose appointment the Code requires in every Chapter 11 case, Equity Committees were relatively rare until recently. See 11 USC §1102(a) (2002). However, they are now more numerous, the result of a new wave of Chapter 11 “mega-cases,” involving large, publicly traded debtors, in which Equity Committees may represent large numbers of shareholders and huge collective interests.
The Equity Committee’s Role
Section 1103(c)(1) of the Code emphasizes the fact that Equity Committee participation in the case should be an interactive process involving regular communication with the trustee or debtor in possession. This is because in practice out-of-court communication and negotiation of issues between the Equity Committee, the debtor, and other parties, is usually much more efficient than litigation in court.Section 1103(c)(2) and (3) of the Code identify the key activity for the Equity Committee: participation in the plan process. These clauses allow the Equity Committee full involvement, including a “due diligence” type investigation of the debtor’s financial affairs, negotiation of plan terms, and participation in plan confirmation. Section 1121(c) of the Code provides that an Equity Committee, subject to the debtor’s exclusivity rights, may file a plan or reorganization.
Solvency as a Factor Supporting the Appointment of an Equity Committee
Solvency, even if only marginal, is usually a primary factor in the decision to appoint an Equity Committee although in the current wave of mega-bankruptcies an Equity Committee may be appointed even if the debtor is insolvent. The appointment of an Equity Committee and its inevitable employment of professionals typically creates a significant cost burden for the estate. This additional cost must be weighed against the need for adequate representation of shareholders. See In re Wang Laboratories, Inc. (Bankr D MA 1992) 149 BR 1, 4; In re Beker Industries Corp. (Bankr SDNY 1985) 55 BR 945, 950-51; In re Emons Indus. Inc. (Bankr SDNY 1985) 50 BR 692, 694; Collier on Bankruptcy, 1102.02 Allan N. Resnick et al. eds., (15th ed rev 2001).
Where the debtor clearly is insolvent, the need to avoid unnecessary cost would in most instances appear to outweigh the need for adequate representation of shareholders. As a legal matter, there is little an Equity Committee can accomplish in such a case because shareholders of a clearly insolvent debtor are entitled to nothing. However, where the debtor is even questionably solvent, or perhaps insolvent, shareholders have a meaningful interest in the outcome of the case, and should have the benefit of Equity Committee representation, despite the cost. See In re Wang, 149 BR at 3; In re Beker, 55 BR at 950-51.
Determining the debtor’s solvency can be difficult. Early in the case, when the appointment of an Equity Committee usually is considered, a reliable analysis of the debtor’s solvency on a reorganization basis probably will not be available. In any event, the proponents of an Equity Committee will likely lack the information and resources to conduct such an analysis.
The Goals of the Equity Committee
The Equity Committee should evaluate courses of action in the case in light of two fundamental goals. The first of these goals is to maximize the consideration received by shareholders under a plan of reorganization. The consideration offered to shareholders is almost always some form of equity in the reorganized debtor which usually takes the form of common stock, but can also include more exotic forms of equity such as warrants or preferred stock. This goal really boils down to negotiating or otherwise obtaining the largest possible share of such equity for present shareholders.
The second goal is to maximize the overall value of the equity in the reorganized debtor, which in turn maximizes the value of the share of such equity received by present shareholders. This involves monitoring the case and taking action where necessary to ensure that: (a) the debtor is doing everything possible to maximize profitability; (b) the debtor is obtaining maximum value for assets (including causes of action); (c) creditor claims are being minimized; and (d) the least possible amount of assets is being allocated to satisfy creditor claims.
Strategies for Achieving these Goals
Negotiations
As previously discussed, the paramount goal of the Equity Committee should be to maximize the share of equity received by shareholders under the plan. Although a legal framework exists for determining entitlement of shareholders to a share of the reorganized debtor’s equity, determination of this share typically does not boil down to a legal battle. More often, the issue is resolved consensually through a series of negotiations. The success of the Equity Committee in these negotiations depends upon its effective utilization of “pressure points” on the debtor and creditors.
Pressure Points
These pressure points can take many forms. Some examples include:
The need for a consensual and quickly confirmed plan. The presence of an Equity Committee can be a dangerous obstacle that can lead to concessions for shareholders.
The avoidance of the cost and risk of litigating the entitlement of shareholders to receive a share of the equity.
Worries of the debtor’s directors and management about fiduciary obligations to shareholders. The Equity Committee can increase this pressure by requesting (or threatening to request) the court to compel the calling of a shareholders’ meeting for the purpose of voting on the continued service of the directors (and by implication the continued service of management). See Manville Corp. v. Equity Sec. Holders Comm. (In re Johns-Manville Corp.) (1986) 801 F2d 60 (denying motion for summary judgment in action by debtor to enjoin Equity Committee’s state court action to compel shareholders’ meeting); Official Comm. of Equity Sec. Holders of Lone Star Industries v. Lonestar Indust., Inc. (In re New York Trap Rock Corp.) 138 BR 420 (Equity Committee has standing to seek to compel debtor to hold shareholders ‘ meeting); In re First Capital Holdings Corp. (Bankr CD Cal. 1992) 146 BR 7 (authorizing Creditors’ Committee to prosecute claims on behalf of debtor against debtor’s officers and directors). The Equity Committee can also attack the management based upon past activities (e.g., an ill-advised leveraged buy-out).
The desire of creditors to avoid an investigation into and possible litigation over matters such as lender liability, improper claims trading, or other improper activities.
In high profile cases, the desire by management and major creditor groups to appear to be publicly magnanimous.
The need of the debtor’s management to enlist the support of the Equity Committee for their executive compensation, stock options, and like plans, and to avoid Equity Committee criticism of management “perks.”
The Threat to File a Competing Plan of Reorganization
If the debtor and creditors cannot be dissuaded from attempting to confirm a plan highly unfavorable to equity, the Equity Committee may have no choice but to urge shareholders to vote against it, and to object to confirmation of the plan.
The most likely target for objection is the requirement of §1129(a)(8) that each impaired class of claims or interests vote to accept the plan. If, under the plan, shareholders are not retaining their 100% ownership of the debtor, the class of shareholders is impaired. See 11 USC §1124. All that is needed for that class to fail to accept the plan is for over one-third of voting shareholders in that class to vote to reject it. See 11 USC §1126(d). This result usually can be achieved by mailing letters to all shareholders urging them to vote against the plan. Because shareholders also will receive a court-approved disclosure statement from the plan proponent, the Equity Committee probably does not need court approval to send such a letter. See Century Glove, Inc. v First Am. Bank of New York (3d Cir 1988) 860 F2d 94 . However, to avoid administrative burden and cost and for greater effectiveness, the Equity Committee may want to ask the court to require that such a letter be included in the plan and that a disclosure statement package is sent by the plan proponent.
The failure of §1129(a)(8) voting requirement does not by itself defeat plan confirmation. Section 1129(b) allows the court to “cram down” a plan otherwise meeting the requirements of §1129(a) on a dissenting class of shareholders if the plan does not discriminate and is “fair and equitable” to such class. See 11 USC §1129(b).
Reorganization Value
Where the property to be distributed to creditors is a share of the equity in the reorganized debtor, a valuation of such equity must be performed to determine if its value exceeds the allowed amounts of creditor claims. Such equity is valued according to its “reorganization value.” This is the future value of the equity once the reorganization plan has been implemented. If the reorganization value of the equity to be distributed to creditors exceeds the allowed amounts of their claims, the plan violates the prohibition on more than 100% payment and cannot be confirmed. To be confirmed, the plan must be modified to give shareholders this excess equity value. See Consolidated Rock Prods. Co. v Du Bois (1941) 312 US 510; Fortgang & Mayer, Valuation in Bankruptcy, 32 UCLA L Rev 1061, 1126-30 (1985).
Conclusion
Appointment of an Equity Committee, and its full and meaningful participation in the reorganization process, provides shareholders with at least a fighting chance to salvage their interest in a corporation. Further, allowing shareholders to be represented by an Equity Committee promotes the Chapter 11 policy in favor of consensual reorganization through negotiations among major constituencies.
We know the good news due to our DD and apparently no one else does...and are pushing it too hard...we need to be patient - thanks and agreed with your post!!
Long day!!!
Of course you are...Grumman, Detearing, Earnie, Ed, Ryan, Kristwalien, just at the top of my head...seating order per amount of $$ won on LFGRQ...or LFG...
I am off to relax - good day for our investments today; we are hoping that those in LandAmerica wake up and smell the coffee brewing at the US Treasury...we would hope that they would want to maximize the shareholder equity by paying off the creditors in the 1031 Exchange and getting out of CH11. We would also hope that they want to wrap this up so that Zolfo Cooper hours could be cut back - a million a month is not chump change...
We also hope that the forensic folks are maximizing our equity and that Zolfo Cooper is overseeing it to be maxed as ZC gets a percentage cut....
You are very welcome...
Cigars all around at the WYNN party...
Your very welcome - thought we would return the favor of all of your hard work on this as well.
All is looking good and even better now...
3,176,620 FNF Stock per Docket 918
21.15 Stock price 24-Mar-09 (Day High)
$67,185,513 Total
Old Republic rode this down and increased their shares. All institutions have around 40%...
Name Shares Held Position Value % of Total
Holdings Outstanding
Shares Owned Investment Style
Alpert (Janet A) 43.9 K $752.3 K 0.77 74.81% Low
Byram Capital Management LLC 47.8 K $1.1 M 0.83 105.41% Moderate
Chandler (Theodore L Jr) 182.1 K $16.4 K 3.18 1.63% Low
Dimensional Fund Advisors, LP 1.3 M $117.3 K 22.75 11.67% Low
Evans (G William) 88.9 K $8.0 K 1.55 0.80% Low
Foster (Charles H Jr) 31.6 K $1.8 K 0.55 0.18% Low
LandAmerica Financial Group, I... 812.9 K $27.2 M 14.18 2,703.97% N/A
McCann (John P) 33.8 K $579.6 K 0.59 57.63% Low
Old Republic International Cor... 1.5 M $17.6 M 26.73 1,750.14% Low
Waterstone Capital Advisors, L... 1.4 M $122.1 K 23.67 12.14% Moderate
MAXIMIZE SHAREHOLDER VALUE...BEST INTEREST OF SHAREHOLDERS...
Why We (LandAmeric) Pay Annual Equity Incentives The Committee believes that (1) equity incentive compensation performs an essential role in retaining and motivating executive officers; (2) providing executive officers with long-term incentives encourages the executive officers to make decisions affecting the operation of the business that maximize shareholder value; and (3) significant ownership of stock by senior management aligns the interests of management with the shareholders. As an executive’s level of responsibility increases, the number of restricted shares and cash units granted to the executive increases because increased responsibility typically means increased ability to affect corporate performance. Long-term incentives also provide an opportunity for NEOs to accumulate capital, which complements the modest company-funded retirement benefits and lack of any excess benefit plans for NEOs, except for agrandfathered Supplemental Executive Retirement Plan for Mr. Selby, which is discussed in more detail below.
To ensure that the executive officers act in the best interests of shareholders and continue to perform in their roles when a change of control is possible, threatened or pending, we have entered into Change of Control Employment Agreements with each of the NEOs and other designated employees.
Under the policy, any Related Person Transaction shall be approved or ratified only if the Audit Committee determines that, based on the facts and circumstances known to the Committee at the time of approval, the Related Person Transaction serves our best interests and our shareholders or the transaction is on terms reasonably comparable to those that could be obtained in arm’s length dealings with an unrelated third party.
Kristallweizen,
Can you expain the difference in the berlin stock to the OTC - last trade was March 18th.
http://www.berlinstockmarket.com/quotes.php?symbols=lfgrq
We agree with the following with a couple of notes: FNF stock, if not sold is worth a ton more, if it was not sold-today it was over $21 pps. Also, it is our understanding from inside sources that Centennial Bank is not included which would add more to the pps - as the equity is reported on thier web site at over $80M. So add whatever you want for these two items to the $48.25 pps and we are golden...IOO
Here is a link to the report released...
last week...
http://www.imawebguy.com/blog/Docket1121.pdf
Page 3 shows the following:
Assets are perfectly balanced with liabilities.
1,265,938(in $ thousands)
A large percentage of the liabilities is:
Total Shareholders' Equity
746,541(in $ thousands)
$746,541,000
divided by 15.47M shares
$48.25 PPS
Morning Grumman and everyone. Here are some interesting links we found helpful for investing in this stock...
http://www.ustreas.gov/ (Details of addressing toxic assets)
http://www.bloomberg.com/apps/news?pid=20601103&refer=news&sid=aCKfYbeZV1DY
http://www.cnbc.com/id/28142262
http://www.marketwatch.com/news/story/story.aspx?guid=%7B64B5E8A4-06E7-4A58-BA98-14848AEFC83A%7D
http://exchanges.nyse.com/archives/2008/12/uptick.php (Modified Uptick Rule is today being discussed - perhaps April 8th)
http://www.basherbusters.com/temp/videos.html (Naked short selling)
Go LFGRQ!!!!!!!!!!!
This can exit chapter 11 if they do not liquidate all of their assets as they have communicated to us that they will not sell for "pennys on the dollar". So, if they choose to keep one company, which is a change of their Public Statement, then, yes, they would exit chapter 11, remove the q, perhaps an aquisition of the remaining assets, and let it run up. If they happen to sell the myriad of companies in time, then we will get $X pps cash. We are hoping for the latter as we hate market timing and thing are not as clean.
Earnie is looking like he will get his box of cigars...
Summary Judgement for the four remaining test cases, the "main case" is scheduled for April 7th with early Ch 11 release possible if assets are liquified prior to that date-IOO; however, we will probably need to wait for the April 6th waiting period to expire first.
1147 3/23/2009 Order Granting Motion to Extend Time to File a Chapter 11 Plan and Solicit Acceptances Thereto per terms as stated in the order (Related Doc # [1063]) (Williams, Sharon)
MOTION GRANTED
Debtors' Exclusive Filing Period shall be extended by 120 days, through and including July, 24, 2009.
We are not aware of a single decision by the judge against LandAmerica - if there were one, we are sure the bashers would let us all know...over and over and over again...
Charts looking good...
March 23 (Bloomberg) -- The next “bull-market” rally has begun and there are bargains in every emerging market following a record slump in stocks, Templeton Asset Management Ltd.’s Mark Mobius said.
“You have to be careful not to miss the opportunity,” said Mobius, who helps oversee about $20 billion of emerging- market assets as executive chairman at San Mateo, California- based Templeton. “With all the negative news, there is a tendency to hold back.”
http://www.bloomberg.com/apps/news?pid=newsarchive&sid=a3FCuuTjJaUk
http://www.basherbusters.com/temp/bashersHandbook.html
TSUNAMI IS COMING!!!!!!!!!!!!
OH yea - they could be out of chapter 11 very quickly if the assets become liquified - this is per previous conversations with LandAmerica Execs!!!
Earnie may buy $100,000 worth...watch out...GO EARNIE!!!
-U.S. bank shares soar on toxic asset plan 03/23 06:56 AM
Program could help relieve illiquidity.
I think were good - people love chicken and all of the DD reveals this company will continue to grow many chickens in the future.
Absolutely Arnold...
1. Liquify the frozen assets of the 1031 Exchange
2. Pay creditors as required by the court
3. Deposit $80M+ in to the asset category
4. Exit Chapter 11
5. Watch the stock fly
6. Make reservations at the WYNN!!!
This Chicken is looking good!!! Fly chicken fly!!!
If PGPDQ can make a run of 1040% and still have the Q and be in Ch 11, then LFGRQ surely can outdo the chicken stock!!!
Morning everyone and thanks Grumman for your great DD once again!!!
Someone on Bloomberg is calling this run a bull rally. From what we understand from some execs with LandAmerica, the 1031 Exchange issues would quickly be resolved and they would be left with over $80M in the black for that subsidiary only.
Nothing new with the judges calendar - summary judgement still on the 7th with nothing on the 23rd.
All is looking good with the land of america...
Major dilution - very interesting indeed...
All is looking good on this one...
Thanks for the info and we will talk Monday. Have a great weekend everyone!!!
Well said Arnold. We are expecting this stock to pop, just as PGPDQ did this week. Our DD proves that LFGRQ has MUCH greater potential than PGPDQ!
Thanks Arnold for this information. We anticipate an early resolution to the court proceedings if the frozen assets become liquified.
We are holding our to the either the end; however, may consider selling a few at $2 pps if things are dragged out for some reason.
We hope something substantial happens on the April 7th Summary Judgement of the "four test cases" which comprise the "main case"; however, if the frozen assets are liquified this week, then we would be in the black for the 1031 Exchange of over $80,000,000. If this happens, then the tsunami will arrive and the pps of LFGRQ will make many folks instantly richer.
I do not believe anyone who says this will take years if they cannot prove to me that they have not looked at the Dockets and spoken with LandAmerica representatives.
That number does not include the sale of the Title Companies to FNF per the latest Balance Sheet, which is why the pps is at $48.25.
All looking good, have a great weekend everyone!!!!! I'll tell Earnie to start investing his $100,000...
I am off to catch a plane...
WOW - great DD - with some hard work and some digging, it looks like you found the hidden treasure!!!!!!
This is the $684,298,000 listed on the latest Balance Sheet Accrual Basis-1, page 3 of 12, as "Investments in subsidiaries and consolodated joint ventures".
Again and great job!!
The Company will continue to repurchase its stock in the market at these price levels and warns that any "Cellar Boxing" or other manipulative activities that may be taking place with the Company's stock will result in substantial losses for those concerned.
http://www.reuters.com/article/pressRelease/
WASHINGTON (Reuters) - The U.S. Securities and Exchange Commission said it will meet on April 8 to consider whether to propose "short sale price test rules," which could include reinstating the so-called "uptick rule."
http://www.reuters.com/article/ousiv/idUSTRE52C6JE20090313
Dimensional Fund Advisors, Inc. 1,303,663 06-Feb-09
http://www.sec.gov/Archives/edgar/data/354204/0000354204-09-000417.txt
1,303,663 shares x $48.25 pps = $62,901,740 NICE!!!
Waterstone Asset Managment 1,356,381
1,356,381 shares x $48.25 pps = $65,445,383 EVEN NICER!!!
http://google.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=6371062-1622-19565&type=sect&TabIndex=2&companyid=5126&ppu=%252fdefault.aspx%253fsym%253dLFGRQ
PGPDQ Chicken is starting to fly today - fly cheekeen fly!!! (820% increase from it's lows...)