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Certainly doesn't seem like LIQD will see even it's current price again -
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-14-075702%2Etxt&FilePath=%5C2014%5C12%5C23%5C&CoName=LIQUID+HOLDINGS+GROUP%2C+INC%2E&FormType=8-K&RcvdDate=12%2F23%2F2014&pdf=
Ouch!
Looks like some bad trading days ahead...
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-14-075702%2Etxt&FilePath=%5C2014%5C12%5C23%5C&CoName=LIQUID+HOLDINGS+GROUP%2C+INC%2E&FormType=8-K&RcvdDate=12%2F23%2F2014&pdf=
The only positive I can see is management and insiders are feeling the pain too. Ferdinand had 4 million shares. I'd hate to be them now holding millions of shares that aren't worth much anything.
What happens on the 22nd with the dividend?
On December 11, 2014, a duly authorized committee of the Board of Directors (the “ Board ”) of Liquid Holdings Group, Inc., a Delaware corporation (the “ Company ”), declared a dividend distribution of one right (each, a “ Right ” and together with all other such rights distributed or issued, the “ Rights ”) for each outstanding share of common stock, par value $0.0001, of the Company (the “ Common Stock ”). The dividend is payable to holders of record as of the close of business on December 22, 2014 (the “ Record Date ”).
The following is a summary description of the Rights. This summary is intended to provide a general description only and is subject to the detailed terms and conditions of the Rights Agreement, dated as of December 11, 2014, by and between the Company and Continental Stock Transfer and Trust Company, as rights agent (the “ Rights Agent ”), a copy of which is attached hereto as Exhibit 4.1, which is incorporated herein by reference (the “ Rights Agreement ”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Rights Agreement.
Issuance of Rights
Each holder of Common Stock as of the Record Date will receive a dividend of one Right per share of Common Stock. One Right will also be issued together with each share of Common Stock issued by the Company after the Record Date and prior to the Distribution Date (as defined below), and in certain circumstances, after the Distribution Date. New certificates for Common Stock issued after the Record Date will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date:
· the Rights will not be exercisable;
· the Rights will be evidenced by the certificates for Common Stock (or, in the case of book entry shares, by notation in book entry) and not by separate rights certificates; and
· the Rights will be transferable by, and only in connection with, the transfer of Common Stock.
Distribution Date; Beneficial Ownership
The Rights are not exercisable until the Distribution Date. As of and after the Distribution Date, the Rights will separate from the Common Stock and each Right will become exercisable to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (each whole share, a share of “ Preferred Stock ”) at a purchase price of $4.00 (such purchase price, as may be adjusted, the “ Purchase Price ”). This portion of a share of Preferred Stock would give the holder thereof approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.
We'll be lucky if this sees $2 again...
The stockholder rights are for them as much as they are for us, since insiders own quite a lot.
"The rights will be exercisable only if a person or group acquires 10% or more of the Company’s outstanding common stock."
Since there are individuals/groups that already have >10%, are they excluded from this? And are they not able to add any more at this point?
It seems like this is in response to the Ferdinand filing yesterday ("Over the last several weeks and months the Reporting Persons have become increasingly dissatisfied with certain actions and decisions taken by the Company’s board of directors and senior management. As a result of such review and evaluation, the Reporting Persons and their representatives have begun to communicate, and may engage in further communications, with the senior management, board of directors and/or other shareholders of the Company with respect to operational, strategic, financial or governance matters, including encouraging the Company to take certain actions that the Reporting Persons believe will enhance shareholder value") or Middlesex Corp starting a 7.59% stake earlier this month.
Liquid Holdings Group Adopts Stockholders Rights Plan
Liquid Holdings Group, Inc. (Nasdaq:LIQD) ("Liquid" or the "Company") today adopted a stockholders rights plan (the "Rights Plan") and announced the declaration of a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock. The rights are designed to assure that all of the Company's stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against abusive tactics and creeping accumulations to gain control of the Company without paying all stockholders a premium for that control. The rights are intended to enable all of the Company's stockholders to realize the long-term value of their investment in the Company. The rights will not prevent a takeover, but should encourage anyone seeking to control or acquire the Company to negotiate with the Board of Directors.
The rights will be exercisable only if a person or group acquires 10% or more of the Company's outstanding common stock. Each right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $4.00.
If a person or group acquires 10% or more of the Company's outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase for $4.00 a number of Company common shares having a market value of twice such price. In addition, at any time after a person or group acquires 10% or more of the Company's outstanding common stock (unless such person or group acquires 50% or more), the Company's Board of Directors may exchange one share of the Company's common stock for each outstanding right (other than rights owned by such person or group, which would have become void).
Prior to the acquisition by a person or group of beneficial ownership of 10% or more of the Company's common stock, the rights are redeemable for one cent per right at the option of the Board of Directors.
If a person would otherwise be deemed an "Acquiring Person" (as defined in the Rights Plan) upon the execution of the Rights Plan, such person (referred to as a "Grandfathered Stockholder") shall not be deemed an "Acquiring Person" for purposes of the Rights Plan unless such Grandfathered Stockholder shall at any time following execution of the Rights Plan be the beneficial owner of shares of Company common stock in an amount in excess of such person's Reported Beneficial Ownership immediately prior to the execution of the Rights Plan, in which case such person shall no longer be deemed a Grandfathered Stockholder and shall be deemed an "Acquiring Person." A person's "Reported Beneficial Ownership" shall be such person's beneficial ownership of shares of Company common stock as expressly disclosed in such person's statement on Schedule 13G or in Item 5 of such person's statement on Schedule 13D or in such person's statement on Form 4, as appropriate, in each case as publicly on file with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, immediately prior to the execution of the Rights Plan.
Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to constitute beneficial ownership of the underlying common stock for reporting purposes under Regulation 13D of the Securities Exchange Act of 1934, as amended—are treated as beneficial ownership of the number of shares of the Company's common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company's stock are directly or indirectly held by counterparties to the derivatives contracts.
The dividend distribution will be made on December 22, 2014, payable to stockholders on that date and is not taxable to stockholders. The rights will expire on December 10, 2015, unless the rights are earlier redeemed or exchanged.
If price is below $5.50 in January 2016, Von Allmen would then likely require Ferdinand to buy those shares at $5.50.
If price is above $5.50, Von Allmen wouldn't want to sell his shares at the lower $5.50 price.
I don't understand why Ferdinand granted those rights... I must be looking at it wrong.
Definitely some drama/conflict internal:
The Reporting Persons have been and will continue to review and evaluate their investment in the Company. Over the last several weeks and months the Reporting Persons have become increasingly dissatisfied with certain actions and decisions taken by the Company’s board of directors and senior management. As a result of such review and evaluation, the Reporting Persons and their representatives have begun to communicate, and may engage in further communications, with the senior management, board of directors and/or other shareholders of the Company with respect to operational, strategic, financial or governance matters, including encouraging the Company to take certain actions that the Reporting Persons believe will enhance shareholder value.
Any facts for this dilution? Price went from $0.90 to $1.01, does that automatically mean there was buyback???
Tax selling is a good point. Also manipulation is pretty easy to knock out any stop losses. It's already climbing up.
I'd rather it be over $1 but after seeing Periera buy in a big stake, and then finding that he seems to be on the same level as Von Allmen, I don't mind holding on.
Doesn't look like it. The filing on 12/3 used the ~60 million shares that the 10Q in November had. No reason to suspect that they would. If they do, they're screwing themselves and all their friends (insiders).
Also, it's interesting that this is the first and only filing of Middlesex Corp. (search for it here - http://www.sec.gov/edgar/searchedgar/companysearch.html)
Seems like a strategic buy to me.
Rich guy is exactly how this article puts it - http://articles.sun-sentinel.com/2012-11-12/news/fl-sheriff-mayocol-b111312-20121112_1_republican-lamberti-scott-israel-al-lamberti
But it looks like the connection to LIQD may be through Von Allmen. I don't think it's coincidence that both Von Allmen and Pereira are listed as members in the same groups:
http://www.yachtrendezvous.com/admirals.htm
http://www.bgcbc.org/lifetime-giving-society
http://www.browardsheriffsadvisorycouncil.org/our-members/
Von Allmen and Pereira together have a big chunk of LIQD.
It does seem strange.
http://www.middlesexcompanies.com/aboutus.html
My guess is the founder Pereira knows someone well within LIQD. It'll be interesting to try to find a connection. Either way, that's a big stake.
Does anyone have twitter to reply to them and see what they say?
Is there only 1 screenshot floating around, or did anyone else actually see the tweet?
Good point, I was looking at a month (including weekends), not trading days. Either way, this has gone up nicely since low of $0.64.
That's 9 days above $1, 1 more to go. Not sure if it traded below $1 long enough to trigger a delisting notice, but at least it is trading nicely above $1 now.
That's more like it! Someone is loading up before November is over..
Holding steady for now at least. Day #6 above $1. Interesting to see if they keep it there another 4 days to push off any delisting fears.
Still not a bad day. Volume was light again, so I wouldn't say a lot of selling. The afternoon selling is interesting, but like anything you can't count on it... seems like someone is accumulating.
LIQD showing some strength. Well off of it's low at $0.64 just a few weeks ago.
Getting back on track here. Nice end-of-day action, another day above $1. If some news or insider buying would come, this will explode.
Weak volume but day 3 above $1. At least it found a base above it's low of $0.64. This needs some news and volume to send it back up again.
$1.07 AH but only on 100 shares. I'll dig through the 10-Q but hopefully we see $1+ soon.
Anyone who shorted in the 70s should be getting nervous now.
Yeah this has been much needed and overdue.
Some positive news or insider buying would blow this thing up.
Solid close. All the volume came in the last hour. Getting closer to the $1 mark.
Just goes to show it can go up as fast as it goes down. Finish near HOD was nice. Need to take out $1 to really start going again.
Good to see that. Hopefully we see more trickle in like in May.
Pretty soon the company will have more cash on hand than the market cap.
The only thing that can lift this, more than a bounce off the unjustifiable drop yesterday, is insiders or institutions seeing confidence here and loading up.
No warm and fuzzy feelings for LIQD going into earnings this week. If this were still up in the $1.50s then I'd be bullish, but I can't figure out why it sunk below a buck.
Insiders haven't sold and anyone who buys now is getting a discount to what they paid back in May. I guess on Thursday we'll find out where this goes.
It's pretty crazy the price this is at now. I think most people don't realize that this is below what insiders bought heavily for at $1.25 back in May. Have they sold yet?
It would be encouraging to see them buy more at this time, but I'm fine with accumulating at these levels at >20% discount to what insiders paid just a few short months ago. What has changed since then fundamentally?
It could be a flip of a coin next Thursday with earnings. But let's see, they will be released in the morning along with a conference call. And just a few short hours later will be hosting the Liquid Mobile launch aboard a major investor's $44 million yacht. That same major investor's average is somewhere up around $3-4/share. So if you feel "pain" from these low prices, think of him. I'm guessing he's quite okay with everything, being that the launch will be held on his mega-yacht.
Good luck everyone.
It's good to see it above a buck again. Never should've been down to these levels, but I'm not complaining. Rare opportunity to buy/add at levels below what insiders paid.
Liquid Holdings Group, Inc. LIQD, a provider of cloud-based investment management solutions for the financial community, announced today that it will release its third quarter 2014 financial results on Thursday, October 30, 2014 before the market open.
The Company will also host a conference call at 8:00 a.m. on Thursday, October 30th, 2014 to discuss the results.
Liquid Holdings Group invites you to our LiquidMobile launch event, followed by a cocktail reception aboard super yacht 'Lady Linda'.
Thursday, October 30, 2014
When did they update their homepage? http://liquidholdings.com/
Did it coincide with the launch of Liquid Mobile? It looks much more modern and professional.
No sec forms filed for insiders selling, so that's a good sign at least. It would be great to see some more buying at these levels, but a hold is a good sign as well.
I'd say the only thing going right now is that Q3 earnings are coming up by the end of the month.
Oct 20, 2014
Q3 2014 Liquid Holdings Group Inc Earnings Release (Estimated)
I'm afraid a lackluster performance will either send this to the $0.70s; but a surprise will push this back above $1.50 again.
Good luck.
Liquid Holdings: Still Big Upside Potential
Sep. 28, 2014 8:15 PM ET | by Paul White | about: liqd
Summary
Recent Acquisition Of Cloud Financial Firm At Twice The Price Of Liquid Holdings Market Capitalization.
Technicals Set For A Strong Move To The Upside.
Mobile Platform Release and Movement To The Cloud Is Growing.
http://m.seekingalpha.com/article/2526465-liquid-holdings-still-big-upside-potential
LIQD management is keeping a good eye on minimizing expenses:
In connection with an effort to reduce the size of, and the costs associated with, the Board of Directors (the “Board”) of Liquid Holdings Group, Inc. (the “Company”), Mr. Darren Davy and Mr. Thomas R. Ross, having consulted with Mr. Victor R. Simone, Jr., Chairman of the Board, and Mr. David Francescani, Chairman of the Board’s Nominating and Governance Committee, tendered their resignations as members of the Board on September 22. Neither resignation was due to any disagreement with the Company, the Board or the Company’s management.