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"Ownership interests in the Anchor litigation", that is a statement JPMC does not want to touch. The legal counsel for the plaintiffs needs to convey the reasoning in Judge Block's decision.
Another point that needs clarification is the LTW's were not allowed to intercede in the Anchor Litigation simply because they were not a direct party in interest. They were a derivative party whose interest lied with whomever received the award from the Anchor Litigation. JPMC is wrongly trying to infer that the LTW's lost all rights because the LTW's were denied the right to intervene in the Anchor Litigation.
JPM reply to Objection
http://www.kccllc.net/wamu/document/0812229160530000000000001
It was mentioned earlier that Judge Walrath made comments about the GSA. Specifically that parties were not precluded from making claims against JPM or other participants. Is there a Docket # that includes her comments?
Mouse over
1) Hold your left mouse button down and scan over the text.
2) Click on right button and select "copy"
3) Open Microsoft Word
4) Click on right button and select "paste"
Case 13-5005; Doc. # 35, fn 12), and in its on-the-record representations to the United States Court of
Appeals for the Federal Circuit in that same proceeding.
2. JUDGE: Okay. Mr. Fountain [Atty for JPMorgan Chase]. Can I ask the same question of you that I
just asked Mr. Todor, whether there would be any [unintelligible - 00:21:11] or claim preclusion argument made or
makeable in a separate action against whoever ends up winning in the Court of Federal Claims on the question of
who owns the cause of action?
JPMorgan ATTORNEY: Yes, Your Honor…the money will be sitting somewhere at that point; either the money
will have been paid to JP Morgan as a successor in interest to [A]nchor… Or it will remain with the government.
And so there will be a practical effect, and they can, as they say, follow the money.
JUDGE: But you’re not going to go in court and say, “Oh, you missed your chance.”
JPMorgan ATTORNEY: No, sir.
And from p. 13 of transcript:
1. JPMorgan ATTORNEY: Whether [JPMorgan Chase Bank] or some successor in interest … has a
contractual obligation to remit a percentage of those judgment proceeds to [LTW holders like Plaintiffs] can be
litigated in another proceeding
Recommended reading-- go to msg #8057 by sidedraft and click on HERE.
Then read 1-main.pdf which is the plaintiffs case filed in Ohio.
Very interesting! Thank you sidedraft.
The Holder Class
We are pleased to announce that the Company consummated the Settlement Merger on January 15, 2016 (the “Effective Date”). Per the Settlement Agreement, eligible investors who held Preferred Stock as of August 22, 2014 (excluding Defendants and their affiliates) and continue to hold through January 15, 2016, will receive $26 per share plus any residual from the Net Seller Class Settlement Fund on a pro rata basis. The Holder Class Settlement represents a total recovery of at least $62 million. The Company’s Exchange Agent, Computershare N.A., will commence mailing the Letters of Transmittal to registered holders by the end of this week. If you own the Preferred Stock through a brokerage account, then your brokerage firm may be the “registered holder”. If this is the case, the Letter of Transmittal will not be directed to you, but to your brokerage firm. The Letter must be filled out and returned to the Exchange Agent with the physical stock certificates attached. If the physical certificates are lost or destroyed, then please follow the instructions in the Letter of Transmittal. There is no deadline for returning the Letter of Transmittal, but a delay in returning the Letter will delay receipt of the Settlement Merger consideration. If you would like to see a copy of a generic Letter of Transmittal, you may request one from Catherine Pratsinakis at cp@chimicles.com. However, please note that you or your broker must return the actual Letter of Transmittal received by either you or your broker because it contains specific information and a unique code needed to process the request. If you return a generic Letter of Transmittal, the Exchange Agent will reject it. If you or your broker do not receive your Letter of Transmittal by February 5, 2016, or the Letter was lost or destroyed, the registered holder may request a copy from the Exchange Agent at (855)396-2084.
Would you have the case number for Frank M Schepers satisfaction on behalf of Acceptance Insurance.
Pacer Docket 565?
Volume 101,812 today. That was somewhat surprising.
From slide 8 of the recent financial presentations.
¦Target opportunities that generate $30-$100 million pretax income
–Recently outbid on a business exceeding this range
This was a very brief Special Shareholders meeting. No one made a comment when given the chance.
It appears quite a few of the public shareholders did not even bother to vote. Are the percentages you gave El for those that voted yah or nah, excluding non voting shareholders?
Dimeq shares removed on 8/21/2012
For those that did "not" give releases on DIMEQ, look at your August 2012 monthly statement. It will show the removal and you should be able to use that statement as proof of ownership.
From PDF page 83
http://www.chimicles.com/wp-content/uploads/2013/10/As-Filed-Supplemental-Memo-in-Further-Support-of-Preliminary-Approval-H0040733xCF4AF.pdf
What is the present value without the 15% discount?
LA_LAN01:276681.14A
and excluding any Preferred Return (as defined below)
that may be received in connection with the Class A
Interests (the “Estimated Proceeds over Time from th
e ARC Transaction”). We estimate the present value
(applying a 15% discount rate) of the Estimated Proceeds over Time from the ARC Transaction plus the
Preferred Return, would be approximately $19.10 per share to the holders of the Preferred Stock, including
PFD Holdings (the “Estimated Present Value of Pro
ceeds from the ARC Transaction”). The Estimated
Present Value of Proceeds from the ARC Transaction
assumes that interest is collected monthly and 50%
of the Initial Capital Contribution is collected 36 months after the closing of the ARC Transaction in
February, 2015 and the remaining 50% of the Initial Capital Contribution is collected 48 months after the
closing of the ARC Transaction in February, 2015
. Both the Estimated Proceeds over Time and the
Estimated Present Value of Proceed
s from the ARC Transaction exclude
(i) any value attributed to the
Excluded Hotel Assets, (ii) any cash, other workin
g capital assets and liabilities of the Company which
might otherwise result in a distribution to holders of the Preferred Stock in connection with the liquidation
of the Company and (iii) any tax effects which may be
applicable to proceeds received by the Company.
Assuming the proceeds that would be received in resp
ect of the Excluded Hotel
Assets equal the $116.9
million allocated to such Hotels by the ARC Buyers pursuant to the Original Sale Agreement less $3.9
million of transaction expenses (
not taking into account in each cas
e any present value discount), the
Company estimates that the potential proceeds in respect of such Hotels would result in less than $0.60 per
share of Preferred Stock (the “Est
imated Excluded Hotel Assets Procee
ds”). The sum of the Estimated
Proceeds over Time from the ARC Tr
ansaction and the Estimated Exclud
ed Hotel Assets Proceeds would
be less than $22.30 per share of Preferred Stock. The sum of the Estimated Present Value of Proceeds from
the ARC Transaction and the Estimated Excluded Hotel Assets Proceeds would be less than $19.70 per
share of Preferred Stock.
While the Sellers expect to sell the Excluded Hotel A
ssets at some point after the closing of the ARC
Transaction, there can be no assurance when or whethe
r the Excluded Hotel Assets will be sold, the form of
consideration which may be received in respect of the
Excluded Hotel Assets or whether the consideration,
if any, will be greater or less than
the purchase price allocated to the Excluded Hotel Assets in the Original
Sale Agreement.
Accrued dividends on the B & C Pfd for none "PFD Holdings" shareholders needs to be addressed. Designing a spread sheet that backs into $26 per share is a concern.
American Realty Capital Hospitality Trust Completes Acquisition Of Equity Inns Lodging Portfolio For $1.8 Billion
By PR Newswire Follow | 02/27/15 - 02:59 PM EST
Find out if (RCAP) is in Cramer's Portfolio.
NEW YORK, Feb. 27, 2015 /PRNewswire/ -- American Realty Capital Hospitality Trust, Inc. ("ARC Hospitality") announced today that it has completed the previously announced acquisition of the Equity Inns Lodging Portfolio ("Equity Inns" or the "Portfolio") from affiliates of the Whitehall Real Estate Funds sponsored by Goldman Sachs. The total purchase price was $1.8 billion, exclusive of closing costs.
American Realty Capital Hospitality Trust, Inc. Logo.
The Portfolio consists of 116 hotels totaling 13,744 rooms across 31 states, all franchised by Hilton Hotels & Resorts, Marriott International, Hyatt Hotels and InterContinental Hotels Group. The hotels include leading brands such as Hampton Inn, Hilton Garden Inn, Homewood Suites, Embassy Suites, Courtyard, Residence Inn, Hyatt Place and Holiday Inn.
The acquisition of the Portfolio increases ARC Hospitality's lodging portfolio to 122 hotels totaling 14,925 rooms, establishing ARC Hospitality as one of the largest owners of select-service hotels in the North American lodging REIT sector.
"We are delighted to announce the acquisition of the Equity Inns portfolio, which represents a transformational event for ARC Hospitality," commented William M. Kahane, Chairman of ARC Hospitality. "In our opinion, Equity Inns offers compelling value among recently marketed and comparable select-service portfolios from the standpoint of both price per key, as well as on a yield basis. This nationwide portfolio of high-quality, stabilized hotels with strong brand affiliations, geographic diversification and healthy growth dynamics, supports our strategy of providing consistent distributions and the potential for capital appreciation to our investors."
"The Equity Inns purchase marks the largest acquisition in the history of the non-traded REIT industry, and propels ARC Hospitality into a leadership position among select-service lodging REITs in North America," said Jonathan P. Mehlman, President and Chief Executive Officer of ARC Hospitality. "Our diligence on this transaction began nearly one year ago. Since then, we have seen positive upward trends in the Portfolio's operating results, exceeding our initial underwriting expectations. We believe the combination of an improving economy, our ability to purchase hotels with stable occupancies at a discount to replacement cost, as reflected by this transaction, and our cultivated relationship with our management company partners has created a solid platform for ARC Hospitality to drive shareholder value."
Edward T. Hoganson, Chief Financial Officer of ARC Hospitality, added, "The Equity Inns portfolio has a majority of properties located in the top 100 MSAs and premier locations in their respective markets, and we believe it exhibits strong top- and bottom-line growth fundamentals. As part of this transaction, we were able to secure what we consider to be attractive financing, which we expect will support the Company's distributions going forward. We are pleased to continue building our relationships with the franchise brands, who were instrumental to us throughout the transaction process and closing."
In connection with the acquisition, ARC Hospitality assumed $903.9 million of debt financing which is collateralized by 96 of the 116 properties. Simultaneously with the closing, ARC Hospitality obtained $227.0 million of first mortgage financing for the remaining 20 properties. The sellers will retain a preferred equity interest of $447.1 million that carries no prepayment restrictions or penalties. ARC Hospitality funded the remaining $230.1 million with cash-on-hand from proceeds of the offering of its common stock.
RCS Capital, the investment banking and capital markets division of Realty Capital Securities, LLC, a subsidiary of RCS Capital Corporation (NYSE: RCAP), acted as financial advisor to ARC Hospitality. RCS Capital Corporation is under common control with the parent of the sponsor of ARC Hospitality. Goldman, Sachs & Co. and Deutsche Bank Securities Inc. acted as financial advisors to the sellers. Goodwin Procter LLP and Proskauer Rose LLP acted as legal advisors to ARC Hospitality. Sullivan & Cromwell LLP acted as legal advisor to the sellers.
Signature Group Holdings Closes GRSA Acquisition Becomes Global Leader In Third-Party Aluminum Recycling
February 27,2015
This Marks the Culmination of a Series of Actions the Company Has Taken Over the Past Two Years to Increase its Market Cap Threefold
Deal Included Innovative Stapled Rights Offering with Significant Shareholder Participation:
* Deal Oversubscribed by 75% or $42 Million
* Indicative of Market Interest in Auto Aluminum Trend
SHERMAN OAKS, Calif., Feb. 27, 2015 /PRNewswire/ -- Signature Group Holdings, Inc. ("Signature" or the "Company") (OTCQX: SGRH) announced today that it has completed the acquisition of the Global Recycling and Specification Alloys ("GRSA") business of privately-held Aleris Corporation for $525 million. Signature will operate the business going forward as "Real Alloy."
Real Alloy becomes the world's largest independent aluminum recycler, converting aluminum scrap and dross into high quality aluminum for end use in the automotive and aerospace manufacturing, food and beverage packaging, and building and construction industries. Its customers are automotive manufacturers and their tier one and tier two suppliers and aluminum rolling mills in the US, Canada, Mexico and Europe. Real Alloy enjoys economies of scale and the lead market share in third party aluminum recycling in North America and Europe.
Signature's CEO Craig Bouchard commented, "We are delighted to complete this transaction. It is everything we were looking for: a leader in a high-growth industry with a blue-chip customer-base and an experienced management team." Bouchard continued, "This team built the number one company in its industry, and I welcome the 1,600 employees in 24 plants in North America and Europe to the Signature family."
Terry Hogan, Senior Vice President of GRSA's North America division has been named President of Real Alloy effective February 27, 2015. Russell Barr, Vice President of GRSA's European operations will serve as Executive Vice President of Real Alloy Europe, also effective February 27, 2015.
This deal is transformative for Signature, as it follows through on its publicly announced strategy to become a stable, strategic investor focused on sectors that include transportation, food, water and energy. As a result of the deal, the Company expects its annual revenues will increase from less than $50 million to approximately $1.5 billion, with significantly positive free cash flow.
Details on the Innovative Deal Structure
A Signature subsidiary issued publicly traded notes of $305 million (B2/B3), and along with arranging for working capital facilities aggregating $175 million, Signature contributed over $180 million of equity into Real Alloy to complete the transaction and pay closing fees. Signature previously announced that it had raised equity capital for the transaction. The final equity piece was an innovative Stapled Rights Offering structure. The offering raised $55 million, with total subscription and over-subscription requests for over $97 million. Bouchard noted: "We are very pleased that over 80% of our shares were subscribed for in the basic rights offering. In addition, shareholders requested over-subscriptions for more than $52 million. This led to $42 million more subscriptions than the maximum size of the offering. We appreciate the strong show of support from shareholders over the past two years as our market cap has grown threefold."
About Signature Group Holdings, Inc.
Signature is a North America-based holding company seeking to invest its capital in large, well-managed and consistently profitable businesses concentrated primarily in the United States industrial and commercial marketplace. Signature has significant capital resources, and federal net operating loss tax carryforwards of more than $900 million. For more information about Signature, visit its corporate website at www.signaturegroupholdings.com.
About this Rights Offering
The Rights Offering remains open with respect to the holders of Signature's warrants and is being made only by means of a prospectus. A prospectus supplement has previously been filed with the Securities and Exchange Commission by the Company, and the expiration date for such portion of the Rights Offering remains April 28, 2015. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of such state or jurisdiction. THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements, which are based on its current expectations, estimates, and projections about Signature's and Real Alloy's businesses and prospects, as well as management's beliefs, and certain assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "should," "will" and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. Signature undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements about Signature's and Real Alloy's expansion and business strategies; anticipated growth opportunities; the amount of capital-raising necessary to achieve those strategies, as well as future performance, growth, operating results, financial condition and prospects. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to Signature's ability to successfully identify, consummate and integrate the acquisitions of Real Alloy and/or other businesses; the acceptance of the Company's stock for listing on NASDAQ or another exchange; changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; Signature's ability to successfully defend against current and new litigation matters: as well as demands by investment banks for defense, indemnity, and contribution claims; obtaining the expected benefits of the reincorporation; Signature's ability to access and realize value from its federal net operating loss tax carryforwards; and other risks detailed from time to time in Signature's Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K and subsequent reports filed on Forms 10-Q and 8-K.
Investor Contact:
Jeff Crusinberry
805.435.1255
investor.relations@signaturegroupholdings.com
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/signature-group-holdings-closes-grsa-acquisition-becomes-global-leader-in-third-party-aluminum-recycling-300042741.html
SOURCE Signature Group Holdings, Inc.
Media Contact: Dan Wilson, 212.880.5346, dan.wilson@ogilvy.com
Moody's: No Rating Impact on EQTY 2014-INNS Following a Permitted Transfer of Ownership and Assumption of Debt for Equity Inns
2015-02-26 17:44:03.867 GMT
New York, February 26, 2015 -- Moody's Investors Service (Moody's) was
informed of a permitted transfer of ownership and assumption of debt
request from the current borrowers of the Equity Inns Portfolio loan in
EQTY 2014-INNS Mortgage Trust, Commercial Mortgage Pass-Through
Certificates. Ten (10) newly formed Delaware LLC and LP entities each to
be owned indirectly by American Realty Capital Hospitality Portfolio
Member, LP (Proposed Borrower) will take ownership and assume debt from
W2007 Equity Inns Realty, LLC and W2007 Equity Inns Realty LP (Current
Borrowers). Concurrently, with the closing of the transfer of ownership
and assumption of debt, ARC Hospitality Portfolio Mezz, LP, a Delaware
limited partnership will assume mezzanine debt from WNT Mezz I, LLC.
American Realty Capital Hospitality Operating Partnership, LP and
American Realty Capital Hospitality Trust Inc. will be Replacement
Guarantor. Whitehall Street Global Real Estate Limited Partnership 2007
and Whitehall Parallel Global Real Estate Limited Partnership 2007 will
remain as Loan Guarantors.
The proposed transfer and assumption will become effective upon
satisfaction of the conditions set forth in the governing documents and
such other terms as the loan servicer for the trust may require.
Moody's has reviewed the proposed transaction and determined that this
action will not in and of itself and as of this date, result in a
downgrade or withdrawal of the current ratings of any class of
certificates rated by Moody's for EQTY 2014-INNS Mortgage Trust,
Commercial Mortgage Pass-Through Certificates. Moody's opinion addresses
only the credit impact associated with the proposed amendment, and
Moody's is not expressing any opinion as to whether the amendment has,
or could have, other non-credit related effects that may have a
detrimental impact on the interests of holders of rated obligations
and/or counterparties.
The last rating action for EQTY 2014-INNS was taken on June 20, 2014.
The principal methodology used in this rating was "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in July
2000. Please see the Credit Policy page on www.moodys.com for a copy of
this methodology.
Moody's will continue monitoring the ratings. Any change in the ratings
will be publicly disseminated by Moody's through appropriate media.
This publication does not announce a credit rating action. For any
credit ratings referenced in this publication, please see the ratings
tab on the issuer/entity page on www.moodys.com for the most updated
credit rating action information and rating history.
EunJee Park
VP - Senior Credit Officer
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Final results of rights offering..Heavily oversubscribed.
http://www.signaturegroupholdings.com/resources/press-releases/press-release-details/2015/Signature-Group-Holdings-Announces-Final-Results-Of-Rights-Offering-With-Respect-To-Common-Stockholders/default.aspx
When evaluating real estate, Cash Flow is the statement of most interest. Balance Sheets and Income Statements may be disguised by depreciation on an asset that is actually rising or remaining stable in value. Cash does not lie.
http://www.sec.gov/Archives/edgar/data/1583077/000114420414056778/v389248_ex99-1.htm
Preferred FAQ Updated 9/30/2014
http://www.snl.com/interactive/lookandfeel/103147/Graceland_930_FAQ.pdf
The four individuals, David Johnson, Patrick Lynch, Roberto Verthelyi, and Fredrick Shearin represented by Chimicles & Tikellis LLP are not majority shareholders of the Pref B and Pref C. I can see why Goldman Saks would want to make a deal with them.
Based on financial information released, it appears that the American Capital transaction should be able to pay off the preferred B & C in full and still have money left over for equity.
The Q&A states that the American Capital transaction will only return $18.50 per share. Why would Goldman Saks, "given their previous conduct", reach into their pocket and pay $26.00 per share?
The best approach here would be to await the closing of the American Capital transaction in December. Based on the results of that transaction, funds should be distributed under court supervision to the appropriate parties. Then, if Goldman Saks wants to throw in an additional $7.50 per share, they can do so after the fact.
The new symbol HRTPD for 30 days on GDS shares
GO4AWILDRIDE is correct.
My previous statement used 1.7 billion common shares, the total WAMUQ shares outstanding which is incorrect.
Only 1.4 billion shares(WAMUQ) signed releases and received escrow shares. The statement should read:
"In summary, the Trust escrow shares would have to receive $10 billion total for the Preferred ($7.5 billion) to be made whole. $2.5 billion of this $10 billion would go to the common. $2.5 billion / 1.4 billion common shares = $1.7857."
Thank you for the correction GO4AWILDRIDE
The REIT Trust Preferred had a total value of $4.0 billion of which the TPS Consortium owned $1.54 billion. The Preferred Class has a total "book value" of $3 billion(WAMPQ) + $500 million (WAMKQ) +
$4 billion (REIT Pfd) = $7.5 billion. The Preferred Class is entitled to 75% of any escrow payments, while the common is entitled to receive 25%.
In summary, the Trust escrow shares would have to receive $10 billion total for the Preferred ($7.5 billion)to be made whole. $2.5 billion of this $10 billion would go to the common. $2.5 billion / 1.7 billion common shares = $1.47.
All of this is based upon a $10 billion recovery, which is completely hypothetical. Not impossible, just hypothetical!
The TPS Consortium is comprised of holders of interests (as set forth more fully in theVerified Fourth Amended Statement of Brown Rudnick LLP and Campbell & LevineLLC [Docket No. 7916], as such may be amended) proposed by the Debtors to be treatedunder Class 19 of the Plan [Docket No. 6696]
–
described in the Plan and DisclosureStatement as the
“
REIT Series.
” As set forth in the aforementioned Rule 2019 Statement,
members of the TPS Consortium hold, inter alia: (a) approximately $1.54 billion of the Trust Preferred Securities (approximately 38.5% of Class 19); and (b) approximately one million shares of PIERS securities
Reverse Split Date
From 6/24/2014 Material Fact disclosure
Effects of the Reverse Split
The shareholders (holders of common shares or GDSs) will have until August 1, 2014 to, at its
discretion, dispose of or acquire as many shares as necessary in order to eliminate fractions of
shares that may result from the completion of the reverse split by the Company.
From this statement it appears the reverse split will be effective August 1, 2014. If this is the correct date, would that also be the date that the poison pill ends?
GDS shares
1) Under the original proposal, a 60:1 GDS reverse split compared to a 30:1 Brazilian reverse split would have meant that the GDS shares would trade in parity with Brazilian shares on a 1:1 basis. One GDS would equal one Brazilian share.
2) A straight 10:1 split for both GDS and Brazilian shares would leave the two GDS equals one Brazilian share in place.
Is paragraph 2) above how the motion was presented at today's meeting?
"the ratio of 10 to 1."
Thank you for the posting robnhood
That means the reverse split ratio for GDS shares is 20 to 1
Stock Options revisited
Last night I posted comments on Chapter II of the Bylaws, specifically article 5 on the top of page A-2. Today I did further research, looking at past Annual Reports to support my thesis.
That research has disproved my posting from last night. The number of shares shown in the Bylaws, 5,862,615 shares, was the figure from 2011. Subsequently, HRT had a 50 for 1 stock split.
That stock split boosted the number of shares to 293,130,750
(50 * 5,862,615). On 12/31/2012 the shares reported rose to 295,412,650 and on 12/31/2013 the share count was reported at 297,466,746. 297,466,746 - 293,130,750 = 4,335,996 shares. This is the exact number of stock options reported under item(ii) to be voted on at the Convocation.
Taking 297,466,746 / 30(reverse split) = 9,915,558. This is the exact new share count report in the Bylaws, Chapter II, Article 5.
I was wrong. The numbers in the Convocation are correct and there is no options conspiracy to take 43.73% of the company. Hats off to both VanWilder and powerwalker for challenging my position.
After looking over the the materials concerning the special meeting. I have one question regarding item (ii) on page 5. Item (ii) reads "To ratify the capital increase in light of the exercise of stock options, in an amount equivalent to 4,335,996 new shares, in the total amount of R$ 11.420.758,80.
Are these options subject to the 1 for 30 reverse split?
After looking at paragraph(5) on page A-2, the (Amended and Restated Bylaws) it appears they are not. The post split shares go from 5,862,615 to the new total of 9,915,558. The capital stock increases from R$3.946.479.391,13 to R$ 3,957,900,149.93. That is the increase of R$11.420.758,80 as shown above.
Bottom line: 4,335,996 option shares exercised divided by 9,915,558 total shares means 43.73% of the stock would be held by the option holders. Who specifically are these option holders?
If they are the new board of directors, I can see why they would need to get rid of the poison pill (20% limitation on ownership).
Can anyone clarify this matter?
First quarter 10Q is due today. That should give a better picture of shareholder dilution.
Thank you for the posting of the minutes. That explains a lot.
Four remaining directors:
1) John Anderson Willott
2) Elias Ndevanjema Shikongo
3) Marcio Rocha Mello
4) Wagner Elias Peres
This is the first time someone has stepped up to the table and paid the "ask" price in a long time.
Brazil's oil groups fail to live up to hype.
Article published November 3, 2013
http://www.ft.com/cms/s/0/1649cc70-446c-11e3-a751-00144feabdc0.html#axzz2lFpKGbyq
HRT Seeking Merger After 76% Stock Plunge From Drilling Flop (1)
2013-10-04 13:08:38.370 GMT
(Updates with asset sales in ninth paragraph.)
By Denyse Godoy and Peter Millard
Oct. 4 (Bloomberg) -- HRT Participacoes em Petroleo SA, the
Brazilian oil explorer that has failed to produce crude from all
14 wells drilled since its founding in 2009, is seeking a merger
to inject capital into the company.
The partner should have “synergies with HRT,” Chief
Executive Officer Milton Romeu Franke said in an interview
yesterday at the company’s Rio de Janeiro offices. HRT shares
have tumbled 76 percent this year as the company drilled its
third dry well off the coast of Namibia and another in Solimoes
Basin in Brazil’s Amazon region, leaving its output at zero.
HRT is also looking for partners to help explore the blocks
in Brazil and Africa. The company has assembled data from its
drilling in both regions to show potential investors, according
to Ricardo Bottas Dourado, HRT’s chief financial officer.
“Our strategy is to reduce our exploration business, which
demands a lot of capital, but we don’t plan to abandon those
areas,” Dourado said in the interview. “We want to find
partners that believe in these assets as much as we always
did.”
HRT advanced 0.9 percent to 1.12 reais at 9:07 a.m. in Sao
Paulo.
The company needs to make large investments to develop
natural gas discoveries in Solimoes because it doesn’t have any
transportation infrastructure, Franke, 72, said.
Petroleo Brasileiro SA, the Brazilian state-controlled
producer that pumps more than 90 percent of the country’s oil
and has the only gas pipeline in the Solimoes basin, agreed last
year to study options such as gas-to-liquids projects to
transport the fuel, as well as fertilizer and power plants that
would use the gas produced in the region.
Asset Sales
HRT expects to release a new business plan by December,
Franke said.
The producer has sold its air-logistics unit to Erickson
Air-Crane for $26 million and is seeking buyers for four jets,
eight helicopters, four drilling rigs, four cranes and its
geological research laboratory Ipex to reinforce its cash
position and survive until it can generate revenue.
HRT expects to get a total of $130 million from those
assets and is reducing its workforce by 25 percent to 150
people, Franke said. Cash burn will fall below the 3.5 percent
rate seen in the second quarter starting in December, according
to Dourado.
The company also has tax credits worth about 500 million
reais and that money can be used when the company expands its
production business, Dourado said.
“We plan to have a more balanced portfolio of exploration
and production assets,” he said.
TNK-Brasil agreed to pay up to
250 million dollars to HRT O&G when five milestones have been reached (payments are
due to HRT O&G upon the achievement of individual milestones). These five milestones
are
(i) completion of an Extended Well Test,
(ii) accumulated production of 2.5 million barrels of liquids,
(iii) gas monetization of at least 500 thousand cubic meters per day
by means of one or more gas off take agreements,
(iv) sharing of certain infrastructure,
v) certified 2P reserves of 500 million barrels of liquids.
Do you know which of the five milestones have been completed? HRT receives payment upon completion of each milestone.
Posted by Jimmy on Helios Chariot board:
Chariot held a conference call to discuss the interim report and presentation. The conference call is on chariots web site and ii recommend all investors to listen to it. It’s 45 minutes long so I set out below the new information I learnt.
Firstly, Larry and mark presented very well and they clearly got the message across that chariots strategy was to achieve zero cost exploration in highly prospective areas where transformational prospects would be drilled by third party major oil companies who would reimburse chariots past costs and drill exploration wells at no cost to chariot.
The following points were worth noting.
1. Chariot have opened a data room in September to farm out its central Namibian blocks. The main prospect is prospect b. the aptian and cenomanian/turonian source rocks which generated oil in HRT Wingat and Murombe wells have been mapped from those locations to prospect b where they are located at a similar depth and in the oil window. The santonian good reservoirs found by HRT in its Baobob prospect are also mapped to be present in prospect b , but are better and more consistent with the high quality sands found by chariot in it’s tapir we’ll and another well in block 1911.
2. Chariot will spend $3m this year ordering long lead time equipment for a well to be drilled in 2014, after farm out. Obviously high expectations of a farm out.
3. The k1 well in block 2714 a failed because of a high temperature gradient in the well which matured the deep source rock before the nimrod prospect was in place. However, world class source rocks were found above the nimrod prospect and the source rocks were not buried deeply enough at that location to be oil generating. These source rocks are mapped as being deeper and oil generating in nearby block 2714 b .
4. Chariot will be shooting a huge 2d seismic survey in block 2714 b in 4q 13 which will target prospects that will be charged by these proven oil source rocks.
5. Chariot expected that the hrt Moosehead well was high risk , due to over mature deep source rocks and reservoirs which they believed to be poor.
6. Northern block farm outs on hold till after Repsol drill their next well nearby, that well depends on long migration pathways for oil to charge the prospects, if it works for Repsol it would high grade chariots Zamba prospect.
7. High quality seismic in Mauritania achieved, seismic time lines received, depth converted lines expected in November. Initial indications show prospects in both shallow and deep water.
8. Morocco 2d mapping underway, a lot of third party activity in the area which will inform prospect selection.
9. Brazil , nothing happening while environmental permits are being obtained. However, even though the blocks are classified as shallow water, the major prospects are in it’s deep water sections . Third party drilling will occur nearby before chariot has to drill in several years time.
10. Chariot have no interest in acquiring HRT.
All good stuff, a great diversified portfolio, strong track record of farming out so it’s just a matter of being patient till lady luck helps out. Incredible value as chariot valued at cash and has a book value of 64 p after writing off past dry well costs..
Jimmy
SAO PAULO - HRT (HRTP3)
HRT does not seem to be living their best days. After falling more than 17% in the previous trading session, to announce another dry well in Namibia, the company faced new shares fall on Wednesday (11). HRTP3 assets fell 6.25%, quoted at R $ 1.20. For the week, the fall reaches 25%
The company has faced turbulent days. At the end of last month, before the release of the drywell, members of the board of directors of the oil company scrapped 955,500 common shares in the period between 23 and 26 August, while the board sold 60 thousand shares on the 26th, bringing even greater pessimism about the value of business grants in Namibia.
After the release of the well is dry Moosehead-1, the company announced plans to reduce expenses and maintain cash flow in 2014. In the report, the team Itaú BBA looks that the company may have trouble selling assets basin exploration over a dry well.
The aim of the operation was to test the prospect Moosehead, located in Petroleum Exploration License 24 (PEL-24), in the Orange Basin, so check the carbonate reservoirs, which are taken as equivalent to the pre-salt reservoirs of Brazil and Angola .
According to analysts point seems feasible to say that no one was pricing these farms, but even so, the fact contributes negatively to the role. The bank reiterated underperform recommendation (below average performance of the market) for the asset HRTP3, possessing target price of R $ 3.00.
See article here
http://translate.google.com/translate?hl=en&sl=pt&u=http://dinheiro.br.msn.com/mercado/entre-po%25C3%25A7o-seco-e-plano-para-corte-de-gastos-a%25C3%25A7%25C3%25A3o-da-hrt-tem-mais-um-dia-de-queda&prev=/search%3Fq%3Dbtg%2Bhrt%26biw%3D1344%26bih%3D677%26tbs%3Dqdr:d
Current Arbitrage
Brazil shares to US comparison
1.18(BR) /2 /2.268211 = $.2601
($.2601 is what US shares should be based on $1.18 Brazil)
Current Arbitrage %
$.2601 / $.2212 = 17.59%