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The way I read it is RD bought Bounce GPS not Bounce Mobile. They are not the same thing. Bounce owned Bounce GPS. RD gave Bounce Mobile 22b shares for Bounce GPS. That gave Bounce Mobile controlling interest.
IF you go to page 9 they are listed separately.
http://www.fppc.ca.gov/form700/2009/legislature/senate/Walters_Mimi.pdf
Someone help explain this to me if you can. The way I understand this is RD bought Bounce GPS from BM. BM received 97% (about 22b shares) of RMTD. Now who owns who? Is one an asset of another? Are they still individual companies or are they seperate? Just one owning controlling interest of the other? If someone bought RD would they own BM or would they have to purchase BM to own RD. When I read this back its almost as confusing as reading the deal that went down. Also the convertible shares posted n Monarch 9/9/13. Are these new shares or shares already owned by Monarch.
XIDEQ Exide Technologies OTC Pink Current Logo
Common Stock SEC Reporting - Current OTC Pink Current Information
0.1370.062 (82.67%) at 12:50:00 ESTReal-Time Best Bid & Ask0.127 / 0.135 (1 x 1)Why is size 1?
Short Sales
Date
Short Interest
% Change
Avg. Daily Share Volume
Days to Cover
Split
New Issue
Oct 31, 2014 2,118,951 -2.14 120,776 17.54 No No
Oct 15, 2014 2,165,258 0.39 218,422 9.91 No No
Sept 30, 2014 2,156,826 1.35 209,203 10.31 No No
Sept 15, 2014 2,128,162 -0.12 178,564 11.92 No No
Aug 29, 2014 2,130,714 -1.50 259,503 8.21 No No
Aug 15, 2014 2,163,188 -1.62 144,112 15.01 No No
Jul 31, 2014 2,198,719 1.47 136,079 16.16 No No
Jul 15, 2014 2,166,930 -0.72 306,361 7.07 No No
Jun 30, 2014 2,182,741 0.43 406,543 5.37 No No
Jun 13, 2014 2,173,465 1.48 555,330 3.91 No No
AVT Inc. Dances With The Devil 4 comments
Jul 3, 2013 3:06 PM | about stocks: AVTC
AVT, Inc. (OTCPK:AVTC) put out a press release on 7/2 and followed up with an SEC filing:
PRESS RELEASE
AVT Secures $1.1 Million Equity from Institutional Investor Ironridge Global to Propel Growth
CORONA, Calif., July 3, 2013 /PRNewswire/ -- AVT, Inc. (OTCPK:AVTC) (OTC Markets: AVTC) (www.autoretail.com), a leader in automated retailing systems, customized kiosks and self service stores, announced that they have settled trade payables of approximately $1.1 million, in exchange for the issuance of shares of its common stock to Ironridge Consumer Co., a division of Ironridge Global IV, Ltd. ("Ironridge"), an institutional investor specializing in direct equity investments in consumer product companies.
The capital will be used to build company-owned automated retailing systems, which will be rapidly deployed and will create recurring revenue streams for AVT.
One of AVT's business goals for 2013 was to produce more company-owned systems, and derive ongoing revenues from these systems. While AVT's core business continues to be the design and manufacturing of self-service stores and automated retailing systems, the company's management determined that diversifying into other areas would create growth and shareholder value. Those new business units include financing, technology licensing, system management, and company-owned systems.
"We know the management at Ironridge Global and recognized that their association with other public companies had a positive impact on share values," said Shannon Illingworth, Founder and Chairman of AVT. "We are pleased to work with Ironridge and to subsequently accelerate our business growth plan, and expand on the success we have enjoyed for the past 7 years."
"A recent report by Global Industry Analysts, Inc. stated that the world market for interactive kiosks is projected to exceed $1.2 billion by the year 2015 as consumers prefer to serve themselves rather than waiting for the service to come," commented Richard H. Kreger, Managing Director of Ironridge Global Partners. "We are impressed by what Shannon and his team have accomplished at AVT," he continued. "As we learned about AVT's business strategy and plans for growth, we became comfortable offering equity financing to help execute on their plans."
"As we move toward our goal of becoming a $50 million dollar company, one of the key components is a steady flow of capital," said James Winsor, CEO of AVT, Inc. "This strategic infusion will allow us to build on our proven and successful model of placing our award-winning automated retailing systems throughout the nation," he added. "We are confident that our relationship with Ironridge will act as jet fuel to propel our already impressive growth."
FILING
On July 2, 2013, IV and the issuer settled $1,024,405 in accounts payable of the issuer now owned by IV, in exchange for shares of common stock of the issuer. Pursuant to an order approving stipulation for settlement of claims between IV and the issuer, IV is entitled to receive that number of shares with an aggregate value equal to 105% of the claim amount plus reasonable attorney fees, divided by 80% of the following: the closing price of the issuer's common stock on the date prior to entry of the order, not to exceed the arithmetic average of the volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume to exceed $10 million less $0.05 per share, as reported by the Bloomberg Professional service of Bloomberg LP.
IV is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the issuer's total outstanding shares at any one time. IV received an initial issuance of 1.5 million common shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the reporting persons have assumed that IV would be entitled to approximately 591,000 shares based on the $2.37 per share closing price on July 1, 2013, and that there were a total of 14,334,321 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that the shares issued to and retained by IV would represent approximately 4% of the outstanding common stock after such issuance.
IMPLICATIONS
AVTC has been trying desperately to raise money. The press release makes it sound great, the filing is the reality: Issuing shares at a 20% discount and subjecting themselves to price risk on their common stock. The company is based in the British Virgin Islands but has offices in the U.S. Here is a link to some companies that they have backed. Keep in mind, they are buying with a lot of protection - they aren't investing at the market price. They make money even if other shareholders don't.
As I have previously described, they have borrowed from the Chairman's father in a way that has siphoned money from outside shareholders and have also engaged in debt deals with small investors, but that hasn't been working. Now this. The excerpt from the filing shows that the number of shares could almost triple, depending on where the stock trades in the future. This is a potential "death spiral".
There is a very smart poster on Investor's Hub. Here is a link to his message:
ECDC - Issued shares to IronRidge on 4/23/12 was trading at $.0043/share then, now trading at $.0003/share
STKO - Issued shares to IronRidge on 4/26/12 was trading at $.0045/share then, now trading at $.0012/share
HMNC - Issued shares to IronRidge on 4/20/12 was trading at $.44/share then, now trading at $.14/share
UCHC - Issued shares to IronRidge on 5/21/12 was trading at $.0027/share then, now trading at $.0002/share now
SAPX - Issued shares to IronRidge on 5/31/12 was trading at $.052/share then, SAPX a 1:70 reverse split after price fell to $.019/share on 9/4/12
VELA - Issued shares to IronRidge on 7/5/12 was trading at $.009/share then, dropped to $.003/share then VELA did a 1:100 reverse split on 7/24/12
Ironridge has also funded AVTC partner JAMN.
I continue to expect AVTC to plunge. It is down since my original article near the end of May and headed below $1 in my opinion.
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours.
Stocks: AVTC
I disagree. The company is not worth anymore than pennies so you are buying it at its worth. I bought AIG at 2 dollars. It rs and tanked. It came back when they turned things around. I doubled my money. Did I take advantage of AIG? They are no different than F&F. Also I have never really understand BKs in public companies. This sounds more like a 7 not an 11. I am sure there are reasons I don't understand. The way I understand it usually a 7 you go to court tell the judge who you want to keep paying and who you don't. In 11 you come up with a plan to pay back all creditors.
How is investing in a company you have faith in exploiting the company. As for the ones in at a higher price when the company was doing better. How is that any different than someone in a stock that tanks. If I get is a crappy company at .25 and they get their act together and it climbs to 10 dollars. Did I do something dishonest?
AVT Inc. Dances With The Devil 4 comments
Jul 3, 2013 3:06 PM | about stocks: AVTC
AVT, Inc. (OTCPK:AVTC) put out a press release on 7/2 and followed up with an SEC filing:
PRESS RELEASE
AVT Secures $1.1 Million Equity from Institutional Investor Ironridge Global to Propel Growth
CORONA, Calif., July 3, 2013 /PRNewswire/ -- AVT, Inc. (OTCPK:AVTC) (OTC Markets: AVTC) (www.autoretail.com), a leader in automated retailing systems, customized kiosks and self service stores, announced that they have settled trade payables of approximately $1.1 million, in exchange for the issuance of shares of its common stock to Ironridge Consumer Co., a division of Ironridge Global IV, Ltd. ("Ironridge"), an institutional investor specializing in direct equity investments in consumer product companies.
The capital will be used to build company-owned automated retailing systems, which will be rapidly deployed and will create recurring revenue streams for AVT.
One of AVT's business goals for 2013 was to produce more company-owned systems, and derive ongoing revenues from these systems. While AVT's core business continues to be the design and manufacturing of self-service stores and automated retailing systems, the company's management determined that diversifying into other areas would create growth and shareholder value. Those new business units include financing, technology licensing, system management, and company-owned systems.
"We know the management at Ironridge Global and recognized that their association with other public companies had a positive impact on share values," said Shannon Illingworth, Founder and Chairman of AVT. "We are pleased to work with Ironridge and to subsequently accelerate our business growth plan, and expand on the success we have enjoyed for the past 7 years."
"A recent report by Global Industry Analysts, Inc. stated that the world market for interactive kiosks is projected to exceed $1.2 billion by the year 2015 as consumers prefer to serve themselves rather than waiting for the service to come," commented Richard H. Kreger, Managing Director of Ironridge Global Partners. "We are impressed by what Shannon and his team have accomplished at AVT," he continued. "As we learned about AVT's business strategy and plans for growth, we became comfortable offering equity financing to help execute on their plans."
"As we move toward our goal of becoming a $50 million dollar company, one of the key components is a steady flow of capital," said James Winsor, CEO of AVT, Inc. "This strategic infusion will allow us to build on our proven and successful model of placing our award-winning automated retailing systems throughout the nation," he added. "We are confident that our relationship with Ironridge will act as jet fuel to propel our already impressive growth."
FILING
On July 2, 2013, IV and the issuer settled $1,024,405 in accounts payable of the issuer now owned by IV, in exchange for shares of common stock of the issuer. Pursuant to an order approving stipulation for settlement of claims between IV and the issuer, IV is entitled to receive that number of shares with an aggregate value equal to 105% of the claim amount plus reasonable attorney fees, divided by 80% of the following: the closing price of the issuer's common stock on the date prior to entry of the order, not to exceed the arithmetic average of the volume weighted average prices of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt of shares required for the aggregate trading volume to exceed $10 million less $0.05 per share, as reported by the Bloomberg Professional service of Bloomberg LP.
IV is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the issuer's total outstanding shares at any one time. IV received an initial issuance of 1.5 million common shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the reporting persons have assumed that IV would be entitled to approximately 591,000 shares based on the $2.37 per share closing price on July 1, 2013, and that there were a total of 14,334,321 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that the shares issued to and retained by IV would represent approximately 4% of the outstanding common stock after such issuance.
IMPLICATIONS
AVTC has been trying desperately to raise money. The press release makes it sound great, the filing is the reality: Issuing shares at a 20% discount and subjecting themselves to price risk on their common stock. The company is based in the British Virgin Islands but has offices in the U.S. Here is a link to some companies that they have backed. Keep in mind, they are buying with a lot of protection - they aren't investing at the market price. They make money even if other shareholders don't.
As I have previously described, they have borrowed from the Chairman's father in a way that has siphoned money from outside shareholders and have also engaged in debt deals with small investors, but that hasn't been working. Now this. The excerpt from the filing shows that the number of shares could almost triple, depending on where the stock trades in the future. This is a potential "death spiral".
There is a very smart poster on Investor's Hub. Here is a link to his message:
ECDC - Issued shares to IronRidge on 4/23/12 was trading at $.0043/share then, now trading at $.0003/share
STKO - Issued shares to IronRidge on 4/26/12 was trading at $.0045/share then, now trading at $.0012/share
HMNC - Issued shares to IronRidge on 4/20/12 was trading at $.44/share then, now trading at $.14/share
UCHC - Issued shares to IronRidge on 5/21/12 was trading at $.0027/share then, now trading at $.0002/share now
SAPX - Issued shares to IronRidge on 5/31/12 was trading at $.052/share then, SAPX a 1:70 reverse split after price fell to $.019/share on 9/4/12
VELA - Issued shares to IronRidge on 7/5/12 was trading at $.009/share then, dropped to $.003/share then VELA did a 1:100 reverse split on 7/24/12
Ironridge has also funded AVTC partner JAMN.
I continue to expect AVTC to plunge. It is down since my original article near the end of May and headed below $1 in my opinion.
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours.
Stocks: AVTC
Exide Makes Progress on Plan but Still Up for Sale
Peg Brickley
November 05, 2014
(c) 2014 Dow Jones & Company, Inc.
Exide Technologies Inc . said its senior lenders have pledged to support a plan to get the company out of bankruptcy, but it is continuing to market its businesses for sale.
Battery-maker Exide, which filed for Chapter 11 protection last year, has been dogged by environmental and accounting issues as it tried to put together a business plan that would satisfy lenders.
ExideEnlarge
Exide Technologies
The latest in a series of revised bankruptcy financing packages called for the company to put itself up for sale, unless it could reach a deal with major creditors on a balance sheet reshaping by Nov. 17....
http://bankruptcynews.dowjones.com/Article?an=DJFDBR0120141105eab5h76ie&cid=32135018&ctype=ts&ReturnUrl=http%3a%2f%2fbankruptcynews.dowjones.com%2fArticle%3fan%3dDJFDBR0120141105eab5h76ie%26cid%3d32135018%26ctype%3dts
So the 22b shares that Bounce owns is an asset?
Exactly how does it work with the 2 shells? You can sell a shell correct? If so would the 2 shells not be considered an asset?
Are the shells not considered an asset?
Reverse Mergers Hinge on Due Diligence and Cleaning Up Public Shells
Due Diligence, Going Public, PCAOB Auditing, Public Shell Company, Reverse MergersNo Comments
When a publicly traded company “goes dark” and becomes delinquent in its filing requirements, it generally becomes a public shell and is no longer quoted on the Over the Counter Bulletin Board Exchange (OTCBB). However, with the assistance of an experienced securities attorney, the shell company can be restored so that a merger candidate can be introduced.
When a publicly traded company “goes dark” and becomes delinquent in its filing requirements, it generally becomes a public shell and is no longer quoted on the Over the Counter Bulletin Board Exchange (OTCBB). However, with the assistance of an experienced securities attorney, the shell company can be restored so that a merger candidate can be introduced.
Some of the specific details that constitute the clean-up process include:
Reinstating the Company’s corporate charter and paying franchise taxes to the Company’s state of domicile, if necessary
Working with a PCOAB (Public Company Oversight Accounting Board) auditor to update all necessary financial statements and audits
Holding a shareholder meeting for purposes of electing directors and amending articles of incorporation and bylaws as necessary
Updating the Company’s articles of incorporation and bylaws to ensure they suit the needs of the successor Company
Conducting reverse splits of the Company’s outstanding shares of common stock in order to decrease the size of the outstanding common stock and increase the stock price.
Updating the Company’s SEC filings and/or drafting and filing a Registration Statement
Answering any outstanding SEC comments that were never satisfied by the Company’s former Officers and Directors
Installing a qualified Board of Directors and/or a skilled management team
Updating the Company’s corporate minute books and drafting any necessary board resolutions depending on the circumstance
The preparation and distribution of shareholder proxies and certain notices should a shareholder meeting be necessary to satisfy disclosure requirements and ensure the furtherance of the successor Company
Updating compliance procedures by drafting corporate compliance standards and implementing a code of ethics.
Educating the board of directors regarding the legal responsibilities of being control persons of a public company, including the duty of loyalty, conflict of interest and self dealing obligations, prohibitions against short-swing profits and reporting requirements under sections 13 and 16 of the Securities Exchange Act.
Drafting or updating an applicable business plan.
Filing a new 15c2-11 application or applying for an exemption thereto
Attorney Laura Anthony is a Florida securities attorney and the Founding Partner of Legal & Compliance, LLC, a national corporate, securities and civil litigation law firm based in West Palm Beach, Florida. The Florida corporate and securities attorneys of Legal & Compliance offer specialized legal services to small and mid-size private and public (OTCBB) companies, entrepreneurs, and business professionals throughout the country. Contact us today for a FREE consultation!
Tags: 15c-211, due diligence, going public, OTCBB, O
Famous Reverse Mergers
Many people don’t realize how many famous companies went public via a reverse merger. The venerable institution the New York Stock Exchange went public in 2006 by doing a reverse merger. Some of the most high profile reverse mergers involve well known businessmen such as Warren Buffett, Ted Turner, Tony Robbins as well as Muriel Siebert, the first woman to purchase a seat on the NYSE (New York Stock Exchange). There are also many brand name corporations who have utilized a reverse merger including Burger King, Jamba Juice, Blockbuster Video, Tandy Corporation (Radio Shack), Texas Instruments and Waste Management.
Although they are not as high profile as an IPO (Initial Public Offering), reverse mergers are a viable option for companies large and small that are seeking to go public. A reverse merger is enacted when a private company merges into a pre-existing public shell in order to become a public company. There are several reasons for choosing to employ a reverse merger but the main motivations are the accelerated speed of going public and the increased access to capital sources available once a company does go public.
Most people familiar with the financial world know the name of Warren Buffett, he is one of the wealthiest men in the world and like the old brokerage firm ad says when he talks, people listen. A reverse merger was good enough for him; Buffett bought out a textile manufacturing company and then merged his insurance empire into it without even changing the name. His company, Berkshire Hathaway, is the product of one of the most famous reverse mergers to date.
CNN founder Ted Turner merged his Turner Outdoor Advertising to create the Turner Broadcasting System. Motivational speaker and life coach Anthony "Tony" Robbins was involved with an online self-help company that employed a reverse merger to jump start the going public process.
After becoming the first woman to purchase a seat on the NYSE, Muriel Siebert used a reverse merger to take her titular brokerage firm public, the company stock maintained a price greater than $70 for over one year. Not bad for a college dropout.
Oilman and industrialist Armand Hammer (not to be confused with Arm & Hammer baking soda), is considered to be the creator of the reverse merger back in the 1950s. He invested in a shell company and merged his company, now the highly successful Occidental Petroleum into it.
Not all reverse mergers are employed as a strategy to go public. When ABC Radio and Citadel Broadcasting Corporation merged the intention was to transfer ABC Radio from its parent company, Disney, to a new entity.
Both Texas Instruments and Tandy Corporation, the parent company of Radio Shack, (who coincidently sells Texas Instruments products in their stores), each went public with a reverse merger. Nationally known restaurant chains such as Burger King and Jamba Juice also went public via the reverse merger, as did Waste Management, another profitable company.
But perhaps the example that holds the most weight is that of the original US Stock Market. After the New York Stock Exchange was acquired by Archipelago Holdings, the newly formed NYSE Group determined a reverse merger was the most effective method to achieve their goal of going public to raise capital.
So you can see the list of famous, successful businesspeople and corporations who have used a reverse merger is long. We have illustrated a few examples here:
Reverse Merger Examples
New York Stock Exchange
Warren Buffett
Ted Turner
Anthony Robbins
Muriel Siebert
Armand Hammer (Occidental Petroleum)
Blockbuster Video
Burger King
Jamba Juice
Texas Instruments
Tandy Corporation (Radio Shack)
Waste Management
This impressive canon highlights the track records of many prosperous companies who have utilized a reverse merger to go public and raise capital. Any company who is seeking to accelerate the going public process by way of a reverse merger will find themselves in pretty good company.
Shells - Reverse and Exchange Mergers
A "shell" is a company that is already public but usually has no operating business at the present time. For example, a company might have had what seemed to be an exciting product at one time, perhaps even substantial sales, and affected a public offering to raise money for development and marketing of the product. For some reason the company terminated or reduced its business operations. However, the corporation of the company did not cease to exist, and the company still has shareholders and may be still quoted on an exchange, either the Pink sheets or the OTCBB. A shareholder base of a public company can be from 30 shareholders to thousands of shareholders. The "shell" may have no assets at all or have a substantial amount of cash or other assets. The “shell” may be a very old company or a brand new company.
Shells are usually sold for an amount of money and perhaps the principals retaining some stock in the new company after a merger.
Reverse Merger
A “Reverse Merger” is when a private company acquires the controlling interest in a public company, usually a “shell” company, and then effects a merger of the private company into the public company, with the public company being the surviving company.
Certain things usually happen and some SEC rules must be met upon the completion of the reverse merger. The name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. Many times, a reverse stock split will be done and additional shares issued to give the new principals more control of the Company. An information statement, called an 8-K, must be filed within 15 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, and financial statements audited to US GAAP, standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
After the reverse, the present directors and officers resign and new directors and officers are appointed representing the new owners of the Company.
There are certain advantages for a company to acquire a "shell" as a means of becoming a "public company".
Advantages of going public through a “shell”
Saving time - Acquiring a "shell" can save an enormous amount of time over the company doing an initial public offering (IPO) of its stock. A shell can be completed in 1 to 2 month versus 6 to 12 months of doing a public offering.
Saving money - Depending on the type of a "shell' that is acquired and the assets that may be in it, the cost can range from $70,000 to $700,000. There are usually no underwriter fees or commissions to be paid.
Saves on legal work required - The acquisition of a shell can require far less legal work and expense than an IPO.
Does not have to be an exciting company - A company attempting to do an initial public offering of their stock would usually have to be a very exciting company or have substantial revenues and profits in order to attract the interest of an underwriter. Any company of any size can become a public company if the company has the financial ability to acquire a "shell".
Raising additional dollars - After acquiring a "shell" a secondary offering of company stock to raise additional operating capital can be started immediately. This can usually result in receiving more money at a higher valuation of the company than would otherwise be possible through a private placement.
Converting debt to equity - Being a public company may allow for an easier conversion of some debt to equity.
Acquisitions of other companies - Acquisitions of other companies can be made easier with publicly traded stock, usually for less equity than would be required from a private company.
Liquidity of stock - The shareholders and investors can freely buy and sell the company stock. The "insiders" of the company will more easily have a means of receiving a return on their investment or an "exit", as their stock can be sold to the "public" under certain circumstances.
Stock incentives - The company can offer certain management incentives by offering stock bonuses and/or stock options. This is a means of keeping and motivating employees and attracting new personnel.
Control of the Company - Being a public company, with many shareholders, usually means that the insiders, even if they own less than 50% of the company stock, will maintain strong control.
Growth through Acquisitions - A public company can usually make acquisitions with stock, or a combination of stock and cash, allowing for rapid growth of the company.
Estate Planning - Estate planning can be much easier because of the ability to establish a value on the stock held and to liquidate that stock if necessary.
If the shell company is listed on the Bulletin board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.
Disadvantages of going through a “shell”
The disadvantages of going public through a public “shell” company offers all of the disadvantages of being a public company. However there may be some distinct disadvantages. The first negative is that usually no capital is raised by merging into a shell company as would be the case with an IPO.
Locating a “shell” public company. Shells are not just sold to "the highest bidder". Usually those that control the shell have a substantial investment in the shell and they are looking for a company that has an excellent chance of success, thus making the stock which they and the public shareholders still hold after the reverse merger, have some value.
The company looking for a "shell" to become a public company should have products and services that show good growth potential and a comprehensive Business Plan and Marketing Plan to show the investors in the company and the stockbrokers that will be making a market in the stock that the potential of the company is strong. The company should have a strong management team and have the knowledge or advisors to the company to take full advantage of the opportunity of being a public company.
Be very careful of a “Bad Shell” - Of the types of public shells that are available, some present far more risk than others. If a shell company is quoted on the OTCBB, it means that the company is fully reporting and that audited financial statements are posted on EDGAR. The risk of hidden or unknown facts are less than a shell company that is not fully reporting. For example, a “pink sheet” company does not have to file reports with the SEC and usually does not have audited financial statements. There is far more risk of there being skeletons in the in the closet that can haunt the company long after the reverse merger is completed. This could include debts that have not been disclosed, shareholders that might dump their stock, and numerous other important factors.
There may also be other particular problems with a shell that must be addressed. For example, there may be restrictions on the sale of securities, especially if the SEC determines that the company was formed for the purpose of being a “shell” company.
It is vitally important that a company and their legal counsel do a thorough due-diligence on the company, including a search for liens and judgments.
If the shell company does not have a symbol, an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a Form C211 by a market maker that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ.
Preparation for a Reverse Merger or Public Shell Merger
Locate a Suitable Public Shell – Locating the proper public shell can be a difficult process. Sometimes attorneys and CPAs may be aware of a few public shell companies. There are a number of companies and individuals that specifically deal with public shell companies. VentureVest Capital is usually aware of a number of shell companies that are seeking a merger. These include companies trading on the OTCBB, Pink Sheets and Grey Sheet companies. VentureVest Capital can help you locate the right shell company.
Make sure the shell is clean. - It is extremely important that complete and thorough due-diligence is done by professionals on the shell company. While a company trading on the OTCBB will have all of their filings on EDGAR, it does not always mean that every important factor is disclosed. A Pink Sheet shell does not usually have any of their information shown on EDGAR. This means that much more due-diligence must be done and in far more in-depth. Research by some firms that specialize in finding out if a company has any liens or judgments outstanding must be done. The Stock Purchase Agreement should have the principals indemnify the shell and the buyers against any debts that might show up within the next 12 months.
If a company has been recently organized, even perhaps created as a company created for the express purpose of merging with a private company, the company would have very little operating history and far less chance of having something negative surface after the merger.
If the public company is a fully reporting company and trading on the OTCBB, the private company must have audited financial statements. Consolidated financial statements must be filed with the SEC in four days after the merger is completed. Most principals of the public shell company will not even talk to a private company unless they have current audited financial statements.
If the shell company is considered to be “deal-driven” there may be many more requirements by the sellers. A deal-driven shell simply means that the sellers want to retain stock in the company after the merger is completed. Therefore, they are looking for a private company that has strong future potential. The management of the private company should have a strong management team, a good business plan and projections, a good marketing plan, and good SEC qualified attorneys and accountants on board.
http://venturevest.com/shellsreversemerger.html
How much was dumped after everyone figured out commons were worthless ?
Seems like a lot of shares are being held here after this kind of announcement.
I am waiting on Fox. They never miss an opportunity to go after Holder? You can tell the real crimes by what our media doesn't report.
The $9 Billion Witness: Meet JPMorgan Chase's Worst Nightmare
http://www.rollingstone.com/politics/news/the-9-billion-witness-20141106#ixzz3IKj2TqCC
Can someone explain to me how 150k shares are bought at 2.16? The bid is 500 shares at 2.16 and the bid never changes.
I agree with this. Take Alabama. Property owners wanted to put wind mills on their property on Lookout Mt. and sell the power. Rep. lawmakers regulated it to death. So much for to much regulation and property rights.
I did that once. Hell of a rush.
How is lying about this benefit to JS. I don't think he or this reporter knows the difference. In their mind OTC is pink sheets. How many time have you heard someone refer to these kind of stocks as pinkys.
Exide Technologies Enters Into Plan Support Agreement
Proposed Plan Would Substantially Deleverage Company
Print
November 04, 2014 19:59 ET | Source: Exide Technologies
MILTON, Ga., Nov. 4, 2014 (GLOBE NEWSWIRE) -- Exide Technologies (OTCQB:XIDEQ) (www.exide.com) (the "Company"), a global leader in stored electrical-energy solutions, announced today that it entered into a plan support agreement ("PSA") with holders of a majority of the principal amount of Exide's senior secured notes (the "Supporting Noteholders"). The PSA includes a detailed term sheet (the "Term Sheet") which describes a plan of reorganization (the "Plan"). Pursuant to the PSA, the Supporting Noteholders, who also hold a substantial majority of Exide's estimated $360 million DIP Credit Facility's term loan, have agreed to support the Plan which would deleverage the Company by more than $600 million and allow Exide to emerge from Chapter 11 substantially in its current form – operating across all of its existing business segments.
Under the Plan, certain of the Supporting Noteholders have agreed to convert at least $100 million of their DIP facility claims into new second lien convertible debt and roll the balance of their DIP loans into a new exit term loan. The Plan also contemplates a new $175 million capital commitment to be raised in a rights offering made available to eligible holders of the Debtor's pre-petition 8.625 percent senior secured notes. There is substantial support among the Supporting Noteholders for entering into a backstop agreement for the new capital, and the Company continues to negotiate the terms of such an agreement with the hopes of finalizing it in the coming weeks.
In addition, Exide has initiated the sales process contemplated by the terms of Amendment No. 8 of its DIP facility, which the U.S. Bankruptcy Court approved on October 31, 2014, by soliciting potential interest from third parties for a sale of the Company's businesses. This dual-track process will allow Exide to ensure that it has explored opportunities to maximize estate value.
"The PSA is another significant, positive step forward in our restructuring process," said Robert M. Caruso, President and Chief Executive Officer of Exide Technologies.
The PSA and Term Sheet are conditioned upon the negotiation of, and agreement to, definitive documents (including a plan of reorganization, disclosure statement, backstop commitment agreement, and other related documents and agreements).
Exide's goal is to emerge from the Chapter 11 restructuring of its U.S. operations by March 31, 2015.
The Company will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission that attaches definitive copies of the PSA and Term Sheet. The Form 8-K and exhibits will be found at http://ir.exide.com/sec.cfm, and references herein to the PSA and Term Sheet are qualified in their entirety by reference to the full text of those documents.
About Exide Technologies
Exide Technologies, with operations in more than 80 countries, is one of the world's largest producers and recyclers of lead-acid batteries. The Company's global business groups provide a comprehensive range of stored electrical energy products and services for industrial and transportation applications. Transportation markets include original-equipment and aftermarket automotive, heavy-duty truck, agricultural and marine applications, and new technologies for hybrid vehicles and automotive applications. Industrial markets include network power applications such as telecommunications, electric utilities, railroads, photovoltaic (solar-power related) and uninterruptible power supply (UPS), and motive-power applications including lift trucks, mining and other commercial vehicles.
Forward Looking Statement
This press release contains forward-looking statements with respect to our Chapter 11 filing and related matters. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
Factors that could cause actual results to differ materially from these forward looking statements include, but are not limited to, the following general factors such as: (i) there can be no assurance that the Company will satisfy the conditions of the PSA or reach a definitive agreement for a plan of reorganization or backstop commitment agreement, (ii) the Company may not obtain the requisite backstop commitments needed to consummate the Plan, or may not obtain them on acceptable terms, (iii) the Company may be unable to develop, prosecute, confirm and consummate the Chapter 11 plan of reorganization, (iv) the risks associated with operating businesses under Chapter 11 protection, (v) the ability of the Company to comply with the terms of the DIP financing facility or obtain the necessary consent from all DIP lenders to an extension of the DIP facility's maturity date, (vi) the risk factors or uncertainties listed from time to time in the Company's filings with the Securities and Exchange Commission and with the U.S. Bankruptcy Court in connection with the Company's Chapter 11 filing, (vii) the Company may be unable to implement and fund business strategies based on current liquidity, (viii) the Company's substantial debt and debt service requirements may restrict the Company's operational and financial flexibility, as well as imposing significant interest and financing costs, (ix) the litigation proceedings to which the Company is subject could have a material adverse effect on the Company and its businesses, (x) competitiveness of the battery markets in the Americas and Europe, (xi) risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests, (xii) the ability to acquire goods and services and/or fulfill later needs at budgeted costs, (xiii) regulatory risks and uncertainties could affect the Company's businesses or profitability, or (xii) general economic conditions.
MEDIA and INVESTOR CONTACTS:
Jeannine Addams
Kristin Wohlleben
J. Addams & Partners, Inc.
404.231.1132 phone
Republicans have always used Fannie as a symbol of what is wrong with this country. Also Ike was nothing like todays republican.
I have no problem with anyones views of substance .
Thanks big-yank.
Exide Industries is a storage battery producing company in India. It manufactures automotive and industrial lead-acid batteries. It has plants in India and Sri Lanka
Knowing that Judge Sweeney may be reluctant to undo a decision that she has already made, the government then adds that she should stop the case on the grounds that a judgment in the Court of Appeals could “preclude” further litigation between the same parties in this case, given the core of common facts.
That's the end of that argument.
Exide Industries, net sales grew 23.3% YoY to INR17.6b (our estimate: INR16.9b). While sales to OEMs were flat YoY, four-wheeler batteries grew 21% YoY, led by 17% growth in replacement segment. Motorcycle batteries grew 12% YoY and industrial batteries grew 37% YoY. Margins shrank 340bp QoQ to 11.8% (our estimate: 14.2%). High margin inverter sales declined 30% QoQ (seasonality). Raw material expenditure grew 80bp QoQ to 67.1% (our estimate: 65.8%) and other expenditure grew 170bp QoQ to 15% (our estimate: 14%). Higher spends on technology and quality improvement also impacted margins." "EXID has regained lost share in the four-wheeler replacement segment and will now focus on margins. The management expects EBITDA margins of 16-17% over the next 18-24 months. Benefits of cost reduction measures would be seen from 4QFY15. Major source of savings would be raw material cost (250-300bp savings on value engineering and technology upgradation). The company will be taking a 5% price hike on inverters effective from November. It invested INR1.5b in Exide Life during the quarter to fund its growth. The management does not expect any further material investment in FY15 and guided capex of INR5.5b over FY14-16." "We cut our EPS estimates for FY15/FY16 by 6.9%/3.4% to INR7.1/INR9.5 to reflect weaker 2QFY15 performance. The stock trades at 21.4x/16x FY15E/16E EPS of INR7.1/9.5 (18.6x/13.9x adjusted for insurance valuation of INR20/share). Maintain Buy with a target price of INR197,” says Motilal Oswal research report.
Read more at: http://www.moneycontrol.com/news/recommendations/buy-exide-industries-targetrs-197-motilal-oswal_1214215.html?utm_source=ref_article
Exide Chapter 11 Bankruptcy Loan Is Extended
Ruling Gives Unsecured Creditors Chance to Explore Other Options for Battery Maker
By PEG BRICKLEY
Oct. 31, 2014 3:04 p.m. ET
0 COMMENTS
A federal judge Friday approved a revised bankruptcy loan for Exide Technologies Inc., but granted junior creditors the right to float their own Chapter 11 emergence plan for the distressed battery maker.
The ruling from Judge Kevin Carey opens up the Georgia company’s contentious Chapter 11 case, which has been marked by escalating problems with environmental regulators. Exide gets extended bankruptcy financing from a syndicate led by J.P. Morgan Chase & Co., but unsecured creditors will be free to compete with the company over how to get Exide out of Chapter 11.
“We have reached a milepost juncture,” Judge Carey said at a hearing in the U.S. Bankruptcy Court in Wilmington, Del.
Exide has been protected from the threat of rival reorganization proposals since filing for Chapter 11 bankruptcy in June 2013. Unsecured creditors, however, don’t like the course the company is steering. Friday’s ruling gives them a chance to explore other options for Exide, a global company with a substantial business.
Write to Peg Brickley at peg.brickley@wsj.com
I agree. New CFO Peter Kent is an interesting hire.
Mr. Swanson, along with his brother Steve and Peter Kent, previously headed up the ATD unit that was purchased by Citigroup in 2007 for $680 million, becoming a foundation for the bank's broader push into electronic trading.
Citigroup in 2007 bought ATD for $680 million in a deal that vastly expanded the U.S. bank's role in managing the flow of stock orders on exchanges and private trading venues, and put ATD management officials like Mr. Kent and the Swansons in senior roles at the firm.
Articles and News Releases
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Firm invests $60M in ATD
Charleston Post and Courier
1/6/2007
The Silicon Valley venture capital firm behind Internet stars Expedia and Netflix bought a $60 million stake in Automated Trading Desk on Friday, anticipating the Mount Pleasant-based company's stock-trading software will pay big dividends.
The deal gives an undisclosed stake in ATD to Technology Crossover Ventures, a company based in Palo Alto, Calif., with nearly $5 billion of capital invested in various businesses.
The cash infusion is a watershed moment for ATD, a company started 18 years ago with $100,000 from friends and family.
Executives said the deal would turn the heads of potential clients on Wall Street and help expand the company's business. The rapid-fire stock-trading firm executes about 7 percent of the buy-and-sell activity on Nasdaq and the New York Stock Exchange, handling some 280 million shares a day for clients and its own in-house accounts.
Peter Kent, ATD's chief financial officer, said TCV "is basically saying to the world: 'We like the business that ATD is in, we like what they're doing, we like their executive staff, and we think they're going to continue do well."
The money will also equate to a sizable payout for the small circle of investors who have financed ATD's growth over the past two decades.
"We're very pleased to give them somewhat of a liquidity event here," Kent said.
ATD declined to disclose the size of TCV's stake but said its current shareholders will maintain control of the company and that executive officers will retain their positions. The California company gained one seat on ATD's 11-member board of directors.
ATD has been in talks with about six private equity firms over the past two years, said Steve Swanson, co-founder and chief executive. But it was the company's record returns in 2006 that helped it close the deal with TCV, he said.
ATD declined to give detailed information about its finances, except to say it doubled its revenue last year and remained "extremely profitable."
Money aside, TCV will give ATD access to a stable of technology superstars. The firm's 10 partners have taken positions in more than 150 companies, including some tech-sector household names such as CNet, Expedia, Fandango and Netflix.
"We really do view them as more than just a capital partner," Swanson said. "They are going to help us grow our business."
In 2005, Jay Hoag, a general partner at TCV, was No. 11 on Forbes magazine's "Midas List," which ranked venture capitalists by their rates of return.
The deal also increases the likelihood that ATD will sell its stock publicly, as Blackbaud Inc., another Lowcountry technology darling, did in July 2004. Some 35 of TCV's picks have undertaken initial public offerings and 25 others have merged or been snapped up by other companies.
Swanson said his firm would consider an IPO in three to five years if it continues to grow as planned.
"Taking a company like ours public, once it reaches a certain point, certainly makes sense," he said.
For now, ATD plans to use some of the fresh cash to build new revenue streams. It wants to sell its services to more institutional investors, as well as to trading houses that specialize in options or small companies not listed on major exchanges.
Automated Trading Desk (ATD), the pioneer of automated limit order trading technology, today announced that Peter Kent has been named Chief Financial Officer. In this position, Kent will be responsible for the financial leadership at ATD.
As CFO, Kent will spearhead ATD's financial management, work with senior management to identify potential market opportunities and synergies and contribute to the company's growth strategy. Utilizing his extensive financial expertise and breadth of industry knowledge, he will play a role in the strategic growth of the Company.
"As ATD continues to gain traction and momentum at a staggering pace, Peter's addition to our senior management team has already proved to be invaluable," said Steve Swanson, President and CEO of Automated Trading Desk. "His extensive background and track record brings incredible insight and depth to our seasoned executive team. We are confident ATD will continue to reach milestone after milestone, and that Peter will contribute significantly to our efforts."
Prior to ATD, Kent held a variety of executive positions in finance and business operations for Firebrand Financial Group, a holding company for securities firms and investment banks covering the retail, institutional, and discount sectors. In this capacity, he managed a series of acquisitions, start-ups and divestitures. While at Firebrand Financial he was a co-founder of EarlyBirdCapital, an online investment bank specializing in private placements with accredited investors. During his tenure at Firebrand, Kent held positions with several Firebrand subsidiaries, including Chief Financial Officer, Chief Operating Officer and President.
Previously, Kent served as Chairman and CEO of Consolidated Waste Services of America, where he raised over $10 million in venture capital funding and managed a series of five acquisitions. Kent has also held key management positions with Wessels, Arnold & Henderson, where he developed a corporate finance function focused on the Environmental Services Industry, and Henry Ansbacher, an investment bank specializing in M&A. While at Ansbacher, Kent held several titles, including Chief Financial Officer, President and Chief Operating Officer, and supervised, as an intermediary, in excess of 200 transactions ranging in size from $2 million to $750 million.
During his tenure in the industry, Kent as a principal or officer, has successfully raised over $40 million for companies with which he was an officer, taken two companies public, and been involved in over twenty-five acquisitions or divestitures.
"This is a very exciting time for ATD as they continue to capitalize on marketplace changes through innovative corporate culture and technology. I am thrilled to be a part of this pioneering company and have the opportunity to work with an extraordinary team of executives," said Peter Kent, CFO of Automated Trading Desk. "ATD's business model and capabilities have allowed us to capture four percent of Nasdaq's trading volume and recently enjoy several one hundred-million-share days - all with 53 employees. This is a true testament to the achievements, efficiencies and market liquidity ATD is realizing."
Wow any interest is quickly sold into every time they release any kind of news.
What would you say besides until the remaining shares of Asher and Magna are sold there is not much they can do. They have said this repeatedly. Putting out little tidbits is not going to help. The only way this reverses is big news. If they were out there throwing fluff around weekly everyone would be complaining saying that is proof this company has nothing and is a scam.
Thanks Vaporman. Great info as usual. I was getting this confused with a company being suspended and going on the grey market like PHO_, MDN_, and NEW_. RMTD would be completely different correct?
Could someone post the rule on not being able to increase shares or point me in the right direction?
IMO this is the thought of most republicans. F&F goes against everything they stand for. As you can tell his position all though wrong is F&F caused this crisis not wall street and the big banks. They will always rail against the bailout of the big 2 but nothing on the rest.
I would think it matters when buys were going through 3 to 5 times a day for 100k and 250k lots when it was around 30 to 40 cent. That is a lot of money being thrown at the kind of stock you describe. Of course I guess that could be a few novices not knowing what they are doing. You just seem to have all the answers when it helps your argument but if it doesn't it doesn't matter. Anything to win the disagreement. Also I am not saying you are wrong or right. I enjoy reading posts on both sides. Lots of info to be had.
Are the rule against raising the AS,the OS, or both.
I agree with this. If they are flooding the market with shares who is buying them?
BMAK is at .01 if that helps.
Don't know how to post from Trade Architect. Sorry
630m bid .0001 260m ask .0002