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we're all lucky to have E.I. and Freddie here as they are the best in this NOL game... imo
Again hypothetical bc we are no longer discussing $3sh
But if I did a deal I was excited about and truly believed $3+ value. And I knew someone willing to sell at $1. I’d have family and friends buying those shares up like there was no tomorrow…
I apologize as I’m now cluttering the board with useless posts. Let’s get back to deal discussions
sorry, i meant 'post deal confirmation'..... if the deal was hot and valued at $3.. i promise you Shiv and connected parties would know people who wanted my shares at $1... 'that' is what i was referring to.... private transactions happen all the time....
.. in the 'official document' we see 'up to $1' per share value?
12/12 court date:
"
PLEASE TAKE NOTICE that First NBC Bank Holding Company (“Reorganized
Debtor”), reorganized debtor herein, has filed an Objection to Claim Nos. 54, 56 and 57 Filed by
Gregory St. Angelo (“Objection”) [Doc. 1004]. A complete copy of said Objection can be
requested from undersigned counsel or may be inspected via this Court’s official web site at
www.laeb.uscourts.gov.
PLEASE TAKE FURTHER NOTICE that a hearing to consider the Objection will be
held before the Honorable John. W. Kolwe, Judge of the United States Bankruptcy Court, Western
District of Louisiana, on Tuesday, December 12, 2023, at 3:30 p.m. (“Hearing Date”) at the
United States Bankruptcy Court, Western District of Louisiana, 800 Lafayette Street, Courtroom
5, Lafayette, Louisiana 70501. Any party opposing said Objection must file an objection or
response with the Clerk of this Court no later than seven (7) days before the Hearing Date and
must at the same time serve a copy of the objection or response upon undersigned counsel and all
other parties entitled to notice thereof in accordance with Local Rule 2002-1.
"
so the question is 'if' Salary 'and' Option packages don't pass, will we still have a deal.... honestly, I'm fine with the options even though the percentage is on the high-side... put us all in the same boat regarding success... i also don't like that the option strikes are not explicitly stated(unless i'm missing something?)
i think on this board alone we control 20%-35% of the shares(?)
agm meeting excerpt, re: Strauss: "The OpCo board, consisting of Charlie Kershaw, Chase Begor, and me, voted 2-1 on October 13 against
filing suit against Falcon. The two Falcon appointees voted against filing the suit and I voted for filing the
suit. One of those directors has conceded a personal financial interest in Falcon1. The same two directors
abruptly voted 2-1 (I was against) to name Daniel Strauss (Falcon-appointed board member at the parent
company) OpCo’s sole officer shortly before this vote.
Then, on October 25, 2023, Charlie Kershaw introduced a motion to verify the Loan Agreement between
Falcon and OpCo is “valid” and “enforceable” in exchange for de minimis consideration. The vote
passed 2-1, with Chase Begor voting with Charlie, and I voting against. OpCo’s articles of incorporation
require a shareholder vote for any affiliate transaction, and any transaction worth over $1 million, which
HoldCo believes this was. To be clear, the company believes it has claims related to the Loan Agreement
valued in excess of $1 million, which theories I shared with the full board. Nonetheless, the two Falcon-
appointed directors voted to affirm that the Loan Agreement is “valid” and “enforceable,” apparently
intending to waive any claims pertaining to the Loan Agreement. As sole officer, Daniel Strauss notified
Falcon in writing that Falcon is released from these claims without receiving shareholder approval. I
subsequently reminded him of his obligation to obtain shareholder approval for any affiliate transaction
and any transaction worth over $1 million. But, to date, he has not taken any action in this regard. The
Corporation anticipates filing suit against Falcon, Daniel Strauss, Charlie Kershaw, and Chase Begor in
the Delaware Chancery court regarding these and other matters.
I’m confident the board slate we recommend will protect the Company if you elect them.
Moving Forward
The Company has a staggered board. At this meeting, shareholders will vote on six of the Company’s
seven board seats. (My term lasts until 2024.) Daniel Strauss and Blake Jones were previously specified
by Falcon, and by the Company, respectively, as part of Falcon’s investment in 2021. The Company’s
board provided the other four nominees. Three of them have served on this board with me since before
our former subsidiary bank’s failure. The fourth, Matt Elsom, has been a key executive at the company
since emergence from bankruptcy. We will also vote on OpCo’s board. Consistent with Falcon contracts
and the board’s wishes, that slate is Daniel Strauss, Matt Elsom, and me.
"
back when there were rumors of $2-$3-$4 a share value, i was going to attempt to sell my shares asap for $1-$2 in a private transaction.... now that 'somehow' we're at 'up to $1' that strategy is not going to work.....
we are definitely going to need clarity on this issue.... even without a public market, 'if' the company is doing great i'm thinking we could sell our shares in private transactions(?)
SC, any thoughts?
i wasn't sure if it started upon deal transaction; ok so no clue why Shiv is stating we have to wait 2-3 'more' years.... list us immediately(?)
I think due to limitations with the NOL’s we’re talking 3 years until liquidity (?)
Proxy just showed up today at TDAmeritrade.. i had to navigate to the Shareholder Library to see it though... typically they send notifications (maybe they will tonight?)
anyone received proxy yet via broker or us mail??
Thanks Dew!!
Hi Dew, your thoughts on the 'Hail Mary' results: https://investor.arbutusbio.com/news-releases/news-release-details/arbutus-biopharma-and-barinthus-bio-present-preliminary-data
"
The Proposed Transaction will consist of the following specific action items, in addition to other items
ancillary thereto:
• GMFC will file one or more certificates of designation authorizing junior preferred stock of GMFC to
be issued.
• Halsa Parent will contribute all of the issued and outstanding capital stock of Halsa Target, to GMFC
in exchange for (1) non-voting, non-convertible, non-participating, preferred stock of GMFC with an
aggregate liquidation preference equal to $17,500,000 representing 50% of the aggregate issuable
junior preferred stock on a post-closing basis; (2) common stock of GMFC valued at $7,875,000 and
representing 26.5% percent of the aggregate common stock and common stock equivalents on a post-
closing, fully diluted basis; and (3) the assumption of existing debt obligations of Halsa Target in an
aggregate of $7,655,337.
19 of 43
• GMFC will acquire all outstanding equity interests in IgaldI from the stockholders of IgaldI, in
exchange for (1) $2,500,000 payable in cash, subject to adjustment for cash, indebtedness and the
difference between actual working capital and the mutually agreed upon working capital target; (2)
$17,500,000 in the form of the issuance of non-voting, non-convertible, non-participating, preferred
stock of GMFC; and (3) common stock of GMFC representing 23.5% of the aggregate common stock
on a post-closing, fully diluted basis and (4) the assumption of existing debt obligations of IgaldI in an
aggregate amount of $6,500,000.
"
https://drive.google.com/file/d/1Sj_DUTL9bqsSM1amdgO0YDf93krU2119/view
"
Compensation of Directors
Matthew Elsom (“Elsom”), a director nominee, is party to a Consulting Agreement dated April 15,
2021 with GMFC (the “Elsom Consulting Agreement”), under which he receives certain compensation from
GMFC in exchange for management services and strategic planning. Under the Elsom Consulting Agreement,
Elsom receives: (1) $200,000 per year which is paid upon the occurrence of certain events such as achievement
of a sufficient fair market value of the Company and its subsidiaries, the occurrence of a change of control of
the Company and its subsidiaries, or a filing for bankruptcy protection by the Company or its subsidiaries; and
(2) annual payments for a period of ten (10) years based upon annual aggregate assets of the Company and its
subsidiaries calculated in accordance with the Monitoring Fee Agreement dated as of January 21, 2021.
Shiv Govindan (“Govindan”), a director nominee, is party to a Consulting Agreement dated April 15,
2021 with GMFC (the “Govindan Consulting Agreement”), under which he receives certain compensation
from GMFC in exchange for management services and strategic planning. Under the Govindan Consulting
Agreement, Govindan receives: (1) $200,000 per year which is paid upon the occurrence of certain events such
as achievement of a sufficient fair market value of the Company and its subsidiaries, the occurrence of a change
of control of the Company and its subsidiaries, or a filing for bankruptcy protection by the Company or its
subsidiaries; and (2) annual payments for a period of ten (10) years based upon annual aggregate assets of the
Company and its subsidiaries calculated in accordance with the Monitoring Fee Agreement dated as of January
21, 2021.
"
"
The Board has deemed it in the best interests of the Company to adopt Golden Mountain Financial
Holdings Corp. 2023 Omnibus Incentive Plan (the “Plan”), and directed that the Plan be approved by the
stockholders of the Company in accordance with applicable law. The Plan will have the following customary
features:
• The plan will become effective December 4, 2023
• A maximum of 6,394,176 of the authorized but unissued or reacquired shares of Common
Stock of the Company may be issued under the Plan. This is equal to 20% of the issued and
outstanding shares. The Plan will permit the issuance of stock options, restricted stock and
other equity instruments to employees and independent contractors including officers and
directors of the Company.
• ISOs and NQSOs will be available under the Plan
• Equity issued under the plan will be subject to customary vesting and repurchase rights.
• The Plan will include other customary provisions.
• The Plan will materially conform to that provided in Appendix A – Form of Incentive Plan
Stockholder approval is required under Article XV of the Certificate of Incorporation and pursuant to
the Internal Revenue Code. Approval of this proposal by the stockholders of the Company will be deemed to
satisfy the approval rights of the stockholders required by Article XV or any other provision of the Certificate
of Incorporation or Bylaws and the Internal Revenue Code. If any other consent and/or approval of the
stockholders is required to carry out and consummate the actions contemplated by this proposal, approval of
this proposal will be deemed to satisfy such consent and/or approval right.
"
We're due the Post Confirmation Report for period ending 9/30 'soon'... The more I go through the last report and all events that have transpired, I think our recovery (or lack thereof) here is purely based on the results of the Allianz Tower outcome.
$0 to $1 possible(?)
Trading was around $0.50 on both pfd's if I recall correctly prior to trading halts...
anyone receive any shareholder materials as of yet?
from recent Q: "LG US Facility Plan Modification
On October 25, 2023, LG Energy Solution issued a press release announcing that it modified its plan for a yet to be built battery cell manufacturing plant in the United States to only produce 46-series battery cells instead of the original plan to produce both 46-series and 2170 battery cells. According to the press release, the expected date for start of production remains unchanged, scheduled for late 2025. The Company is currently in discussions with LG Energy Solution concerning the existing long-term supply agreement which contains minimum volume commitments and certain milestone-based prepayments related to the construction of the US facility as disclosed in Note 7, Commitments and Contingencies. The Company continues to recognize the $10.0 million prepayment as a long-term inventory prepayment on the condensed consolidated balance sheets as of September 30, 2023."
also:
"
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
The consummation of the Chapter 11 plan may have an unfavorable tax impact on us, and we may be limited in the portion of net operating loss (“NOL”) carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. As of December 31, 2022, we had U.S. federal NOL carryforwards and state NOL carryforwards of approximately $729.5 million and $531.1 million, respectively, which if not utilized will begin to expire for federal and state tax purposes beginning in 2030 and 2023, respectively. Federal NOLs generated after December 31, 2017 have an indefinite carryover period, and may be utilized to offset no more than 80% of taxable income annually.
As previously disclosed, the Company is in the process of a Bankruptcy Court-approved bidding process that may result in the sale of all or substantially all of its assets. The potential gain or loss recognized with respect to these transactions will depend on, among other things, (a) the value and tax basis of the assets sold; (b) complex modeling considerations under certain U.S. Department of Treasury regulations and (c) the amount of cancellation of indebtedness income realized, if any, in connection with the Chapter 11 plan. Our NOLs (and other tax attributes) may be subject to use in connection with the implementation of any bankruptcy Chapter 11 plan or subject to reduction as a result of any cancellation of indebtedness income arising in connection with the implementation of any bankruptcy Chapter 11 plan. To the extent NOL attributes remain upon emergence from bankruptcy, realization of NOL carryforwards depends on future income, and there is a risk that these carryforwards could expire unused and be unavailable to offset future income tax liabilities.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or taxes may be limited. While we have obtained entry of an order from the Bankruptcy Court limiting certain equity trades which may otherwise trigger an ownership change, we may experience ownership changes in the future, including as a result of the consummation of a Chapter 11 plan.
Accordingly, there can be no assurance that we will be able to utilize our income tax NOL carryforwards or other tax attributes to offset future taxable income, even if any such tax attributes survive any bankruptcy Chapter 11 plan.
"
also:
"
Although we cannot predict how the claims and interests of stakeholders in the Chapter 11 Cases, including holders of common stock, will ultimately be resolved, we expect that common stockholders will not receive a recovery through any plan unless the holders of more senior claims and interests, such as secured indebtedness, are paid in full. Consequently, there is a significant risk that the holders of our common stock would receive no recovery under the Chapter 11 Cases and that our common stock will be worthless.
"
also in that link:
"
We may be subject to a Liquidation Premium Claim as a result of the Chapter 11 proceedings.
The terms of the Convertible Notes provide that prior to the maturity date, in the event of a liquidation or sale of the Company, the Company would be required to pay to the holders of Convertible Notes, in lieu of paying the principal amount of the Convertible Notes, the greater of (i) 150% of the principal balance of the Convertible Notes or (ii) the consideration that the holders would have received had the holders elected to convert the Convertible Notes into common stock immediately prior to such liquidation event (the “Liquidation Premium”). As set forth in the final cash collateral order in the Chapter 11 proceedings, the Cowen Parties, who hold approximately 98% of the outstanding aggregate principal amount of the Convertible Notes, have reserved the right to assert a claim for the Liquidation Premium (“Liquidation Premium Claim”). The Cowen Parties are required to file a master proof of claim in the Chapter 11 proceedings, which may include the Liquidation Premium Claim, by no later than November 15, 2023. While we believe that no Liquidation Premium has been triggered or could be triggered in the future by the commencement and prosecution of the Chapter 11 proceedings, there is a risk that the Cowen Parties assert a Liquidation Premium Claim and that the adjudication of any such claim may be unfavorable to the Company, resulting in increased claims against the Company in the amount of the Liquidation Premium.
"
"Process for Sale of All or Substantially All of Our Assets
At the outset of our Chapter 11 Cases, we commenced a bidding process that may result in the sale of all or substantially all of our assets pursuant to section 363 of the Bankruptcy Code. The Bankruptcy Court approved the bidding procedures on September 7, 2023. The bidding procedures provide for substantial flexibility with respect to the structure of any transaction. The Company may select one or more stalking horse bidders and pursue Bankruptcy Court-approved bid protections if the Company believes, it the exercise of its business judgment, that doing so will maximize value. The bidding procedures permit potential bidders to submit bids with respect to not only sale transactions but also other types of transactions involving the Company and its assets, including, without limitation, proposals for the raising of debt or equity financing in connection with a chapter 11 plan of reorganization.
"
https://ih.advfn.com/stock-market/USOTC/proterra-pk-PTRAQ/stock-news/92474212/form-424b3-prospectus-rule-424b3
it remains to be seen if common have value here but i'm hopeful.... buyer beware... and g/l!
Nice post and opener.. I agree it would be nice if we had 'official' information from both(?) parties whom wish to steer our future here. Only then can we have discussions and make educated decisions.
While the Ashton Ryan posts may seem unrelated to our common shareholders' perspective, I still wonder 'if' they were to get $200million (or 'any' monies) 'if' the FDIC has full claim to such monies(?) The company has not replied to me regarding this and I've inquired more than once-
"The following financial data is the latest available information and refers to the debtor's condition on June 30, 2023.
a. Total assets $ 818,773,679.77
b. Total debts (including debts listed in 2.c., below) $ 609,498,207.66
"
https://www.kccllc.net/proterra/document/2311120230807000000000001
"The Debtors estimate that, as of the end of their 2022 tax year, they had federal
NOL carryovers in the amount of approximately $729.5 million, federal R&D Credit
carryforwards of approximately $7.2 million, state NOL carryovers of approximately $531.1
million, and state R&D Credit carryforwards of approximately $4.3 million (such NOL
carryovers, R&D Credit carryforwards, and certain other tax attributes, collectively, the “Tax
Attributes”), and may incur additional NOL carryovers, R&D Credit carryforwards and other tax
attributes throughout the pendency of these chapter 11 cases"
https://www.kccllc.net/proterra/document/2311120230807000000000005
.. and now we know what the 11/14 hearing was/is about......
"Eversheds agrees to make a formal written demand against the
Debtor’s insurers on or before October 20, 2023. In the event that
demand does not lead to a resolution between Eversheds and the
Debtor’s insurers, Eversheds agrees it will file a lawsuit to collect
from the Debtor’s insurers on or before March 29, 2024. "
"
Notwithstanding the Credit set forth above, to the extent the Liquidating Trust is closed prior to the Insurance Lawsuit being finally resolved, the Liquidating Trust shall pay the Revised Final Fee Award to Eversheds, and the Credit will be forfeited by the Liquidating Trust.
"
excellent: "The Settlement Agreement reduces Eversheds’ Final Fee Award (as defined
below) from $2,080,055.19 to $436,673.28, and Eversheds shall seek payment of its legal fees
from the Debtor’s insurance companies. To the extent Eversheds receives payment for its legal
fees from any insurance company, the Liquidating Trust will receive a dollar-for-dollar credit
against the $436,673.28 for every dollar Eversheds recovers. "
https://www.kccllc.net/medley/document/2110526231026000000000002
curious what the matters scheduled are for this 11/14 omnibus hearing or if it's just a placeholder that will be rescheduled:
https://www.kccllc.net/medley/document/2110526231026000000000001
ORDER SCHEDULING OMNIBUS HEARING DATE
Pursuant to Del. Bankr. L.R. 2002-1(a), the Court has scheduled the following omnibus
hearing date in the above-captioned case:
Date & Time Location
November 14, 2023 at 3:00 p.m. (ET) U.S. Bankruptcy Court for the District of Delaware
824 North Market Street, 6th Floor, Courtroom No. 3
Wilmington, Delaware 19801
www.ironstone-properties.com
was hoping so; fingers crossed it's 'quick'
does anyone know if a case exists of liquidating trust vs allianz tower at this time?
well if they spent 1,000 hours to get the 'easier' $6.7mil, don't see how there will be anything left from that pool OR from the $6.4mil that is expected to be harder to get and 'discounted?' (and may take as many hours?)
are we at the point where this should just be wrapped up?
are we looking at 'anything' being left for us? maybe $1-$2mil?
just thinking aloud...................... thank God for the SEC's $10mil!