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YES ! ! !
IMO, BASED ON TODAY'S ANNOUNCEMENT, THIS IS THE ONLY HOPE WE HAVE - - - > "STOP THE MERGER" & THE ONLY WAY TO DO THAT IS TO GET THE SEC TO FIND THAT COLLUSION, MANIPULATION AND FRAUD WAS IN PLACE INVOLVING MACQUARIE, FIR TREE AND VERTICAL BRIDGE . . .
Q: What happens if the Merger is not completed?
A: If the Merger is not completed for any reason, the holders of our Series A Preferred Stock will not receive any payment for their shares in connection with the Merger and your shares will not be canceled. Instead, our Common Stock, Series A Preferred Stock and Series B Preferred Stock will remain outstanding and our Common Stock will continue to be quoted and traded on the OTCBB.
Under specified circumstances, the Company may be required to pay Parent a termination fee of $4.0 million and/or reimburse Parent’s expenses up to a maximum amount of $1.0 million, or Parent may be required to pay the Company a termination fee of $4.0 million and/or reimburse the Company’s expenses up to a maximum amount of $1.0 million. See “The Merger Agreement — Termination Fees” beginning on page 59.
Holter, IMO, I agree that the key to establishing a basis for any litigation or to have an injunction issued by the SEC as to moving forward with this merger will be to prove that there was prior knowledge by Paul McGinn as to the intentions of Macquarie Bank given their relations with Fir Tree and Vertical Bridge.
In his interview with Chris Castaldo, he (McGinn) clearly makes "future looking statements" that are / would be misleading IF he knew that there were already negotiations in place with Macquarie thru Fir Tree and Vertical Bridge which would lead to the current situation. The only way to prove this would be to have any and all communications between McGinn and Macquarie put forth in a SEC hearing on this merger agreement.
I have tried to put forth in the timeline below certain key statements and agreements which looking back on the communication I had with WSBSH should have raised a signal that the agreement with Fir Tree given the relationship between Macquarie and Fir Tree was leading to the situation we have today whereby the individual investors were being lead to the slaughter.
So my question to WSBSH is that if they were a) Mislead and b) according to Chris C. also loss a large amount of capital by investing in CIGW, one would think that they would join the individual common stockholders in their fight against this merger.
If you note in the disclaimer at the end of this post, WSBSH cannot be held legally responsible IF the only knowledge that they had was the information given to them by CIGW (McGinn)
However, professional integrity would seem to solicit their assistance and involvement given that they were the PR firm representing CIGW and obviously were mislead by CIGW and if so, thereby having a severe affect on WSBSH's credibility particularly in a world of social media and the ability to communicate what took place. CNBC launched American Greed as a platform to make the public aware of situations just like this one ============================================================
CiG Wireless Corp. Announces Appointment Of Paul McGinn As Chief Executive Officer And Director
Published on 2012-02-09 09:00:00
ATLANTA, Feb. 9, 2012 (GLOBE NEWSWIRE) -- CIG Wireless Corp. (OTCBB:CIGW) announces the appointment of Paul McGinn as Chief Executive Officer and Board Director effective Feb.6, 2012. Mr. McGinn, former CEO of TCP Communications, will lead the newly formed CIG Wireless -- a publicly traded tower company. Bringing more than 18 years of wireless tower experience from his days at SBA Communications Corporation where he was Director of Acquisitions, Mr. McGinn subsequently founded TCP Communications and grew it to a successful sale in 2006.
==================================================================
CiG Wireless Announces Closing Of Credit Facility With Macquarie Bank Limited Of Up To $150 Million Dollars
Published on 2012-09-11 09:00:00
====================================================================
CiG Wireless Corp. Closes $35 Million Preferred Stock Financing
Published on 2013-08-05 09:05:00
Atlanta, Georgia, August 5, 2013 -- CiG Wireless Corp. (OTCBB: CIGW) (“CiG” or the “Company”), a leading independent owner and operator of wireless communications infrastructure in the United States, announced today that it has completed a $35 million preferred stock financing agreement with funds managed by Fir Tree Partners (“Fir Tree”), a New York based private investment fund. Fir Tree invested $35 million into the Company’s newly created Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock at the initial closing on August 1, 2013. The Series A-2 Preferred Stock is initially convertible into 29,297,652 shares of the Company’s common stock. The Company holds certain conditional rights to call up to $25 million in additional investment from Fir Tree for acquisitions, subject to certain enumerated conditions satisfactory to Fir Tree.
As part of the financing agreement, Scott Troeller and Jarret Cohen, both executives of Fir Tree, will be joining the Company’s Board of Directors after the transaction closes. Messrs. Sebastien Koechli and Gert Rieder resigned from the Board prior to the closing.
=====================================================================
From: Jerry Castaldo <jcastaldo@wallstreetbuysellhold.com>
Subject: CIGW Quarterly Revenues Up 200%
==================================================================
2nd quarter revenues should be announced by next week and we could see them in excess of $2M
Thank you
Jerry Castaldo
Managing Principal
jcastaldo@wallstreetbuysellhold.com
Wall Street Buy Sell Hold Inc
135 Glenwood Road. Box 416
Glenwood Landing, New York 11547
Direct # (516) 690-6901
Fax # (516) 656-9523
www.wallstreetbuysellhold.com
==============================================================
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Wall Street Buy Sell Hold Inc
A Wall Street Buy Sell Hold Inc Publication ---- All Rights Reserved
Update Coverage Report
May 27, 2014
CIG Wireless Corporation (CIGW OTC $0.70)
CiG Wireless Corp Announces First Quarter 2014 Results
CiG Wireless Corp May 23, 2014 4:05 PM
======================================================================
ATLANTA, May 23, 2014 /PRNewswire/ -- CiG Wireless Corp (CIGW) today announced its earnings for the three months ended March 31, 2014. CiG Wireless Corp (the "Company") headquartered currently in Atlanta, Georgia is a growing company that operates, develops and owns wireless communication towers in the United States.
Revenue for the three months ended March 31, 2014 was approximately $1.6 million compared to approximately $0.5 million in the same period of the prior year. The increase in revenues of over $1.0 million or 200% was attributable to the acquisition of 100 towers and the construction of three towers during 2013 and the first quarter of 2014. The addition of 100 towers to the Company's portfolio was accomplished through the acquisition of 38 constructed towers from Liberty Towers, LLC in August 2013, the acquisition of 49 constructed towers from Southern Tower Antenna Rental, LLC completed in multiple transactions, the acquisition of 12 constructed towers from PTA, FLA, Inc. completed in multiple transactions and the acquisition of one constructed tower from Fidelity Towers, Inc.
Loss from operations for the three months ended March 31, 2014 was approximately $2.0 million, which was generally flat compared to the same period for the prior year. Depreciation, amortization and accretion expense for the three months ended March 31, 2014 increased by approximately $0.7 million or an increase of 1.7% compared to the same period for the prior year. The increase was attributable to the addition of 103 towers to the Company's portfolio of assets that took place during 2013 and the first quarter 2014.
Net loss for the three months ended March 31, 2014 was approximately $18.3 million compared to approximately $2.4 million in the same period for the prior year. The increase in net loss was the result of the change in the fair value of derivatives of $14.7 million, indemnity fees of $0.9 million and higher interest expense in connection with the increase in the Company's borrowings under its credit facility entered into in September 2012 (the "Credit Facility").
As of March 31, 2014, the Company's cash and cash equivalents balance was approximately $2.0 million. During the three months ended March 31, 2014, the Company paid approximately $4.1 million for acquisitions and the construction of antenna towers. These payments were funded through proceeds available under the Credit Facility and the issuance of Series A-1 and Series A-2 Preferred Stock.
As of March 31, 2014, the Company owned 170 wireless communication towers and had a geographical presence in 23 states. Approximately 93% of the Company's revenues were derived from site rental revenues of the Company's communication towers.
The Company started the process of relocating its corporate headquarters to Florida. This process is expected to be completed during the third quarter 2014.
About CiG Wireless Corp
CiG Wireless Corp (www.cigwireless.com) is a leading independent owner and operator of wireless communication infrastructures in the United States. The primary focus of the Company is leasing antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. The Company's common stock is traded publicly in the US on the OTC Bulletin Board (CIGW) and on the Entry Standard of the Frankfurt Stock Exchange in Germany (ISIN:US12551W1071).
Safe Harbor Statement
This presentation contains "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the Company's current expectations and speak only as of the date hereof. These forward-looking statements are based upon currently available competitive, financial, and economic data and management's views and assumptions regarding future events. The Company's actual results may vary materially from the forward-looking statements as a result of various factors and uncertainties. The Company cannot provide assurances that any projections, goals, future events and other prospective matters described in this press release will be successfully completed or that the Company will realize the anticipated benefits of any transactions. Various risk factors that may affect the Company's business, results of operations and financial condition are detailed from time to time in the Annual Report on Form 10-K and in the Current Reports on Form 8-K and other filings made by the Company with the U.S. Securities & Exchange Commission. The Company undertakes no obligation to update information contained in this presentation.
Contact:
Paul McGinn
Chief Executive Officer
678-332-5000
Please review the CEO Interview noted below as well as the accompanying writeup on CIGW.
We would like to present a CEO interview conducted by Chris Castaldo, President and CEO of Wall Street Buy Sell Hold Inc.,with Paul McGinn, President, CEO and Director, of CIG Wireless. If the video doesn't open please click here
Overview of CIG Wireless Corporation
CIG Wireless Corp. develops, operates, and owns wireless and broadcast communication towers in the United States. It primarily engages in leasing antenna space on multi-tenant communication sites to wireless service providers under long-term contracts.
Based in Atlanta, CiG's primary focus is leasing antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts.
Company target to be ranked a top 20 U.S. based tower company approaching 600+ towers by the end of 2014
CiGw plans to expand its footprint by building new and acquiring existing towers through a robust pipeline of opportunities.
Data demand is expected to continue to drive future wireless growth and demand for cell sites
North American mobile data traffic is projected to grow over 9x from 2012 to 2017.
Tower companies are expected to continue to benefit from steady carrier CAPEX spending;
Total U.S. wireless capex ranges from $25-$53 billion annually, with AT&T and Verizon accounting for the majority of the spending (per Wall Street Market Research, January 2013)
U.S. 4G buildout could mean $25-53billion in infrastructure investment
Tower companies would benefit from all of the above in the form of carrier Capex:
Lack of spectrum drives cell-splitting (which adds additional antennas to towers)
Redevelopment of existing towers
Additional spectrum (also required redevelopment)
CIGW is Uniquely Positioned to Benefit From Consolidation of Smaller Tower Operators.
Access to Capital:
Access to an additional $140 million of debt to finance acquisitions
Public company status allow CiG the ability to pay for some or all of acquisition with stock
Experienced Management Team:
Strong customer lease-up capability, sales and marketing experience
Knowledge of where and from whom to purchase tower assets
Know how how on writing of purchase contract to accrue benefit to CiG
Potential for joint acquisition deals where seller (i.e. private equity fund) can remain partially invested
Extensive pre-acquisition analysis to determine lease up potential by experienced team to maximize revenue gain post closing
Management Team:
Paul McGinn President, Chief Executive Officer & Director
Over 18 years of experience in the wireless tower industry
Former Director of Acquisitions at SBA Communications
Responsible for acquiring over 3,500 towers, including towers from Telecorp, Verizon, Cell South, Page net, among others
Previously founded and led TCP Communications
Grew portfolio to over 250 towers and successfully sold the Company for 2.2x equity after four years
Romain Gay-Crosier Chief Financial Officer & Treasurer
Chief Financial Officer and Treasurer of CiG since 2011
Responsible for cash management and reporting processes to the Board of Directors and third-parties
Previously Chief Financial Officer and Treasurer of ENEX Group and its affiliated companies
Significant experience across numerous industries including aviation, telecommunications and renewable energy
You may also learn more about the company by visiting their website http://www.cigwireless.com/
Chris Castaldo
Chris Castaldo
Founder, and President of Wall Street Buy Sell Hold, Inc.
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I have no idea what your point is in your post #1068 to HOLTER, who obviously lost money on this scam, it's you who should be doing the investigating of the facts leading to this event. If a law firm takes this case, they will go back to the set up which probably began in 2012 starting with the credit deal with Macquarie bank, and then trace events as they unfolded with Fir Tree and Vertical Bridge along with any relationship that Macquarie has or had with FT & VB.
McGinn coming aboard with a strong reputation being a well known executive in the wireless industry gave more credibility to the value of CIGW and the story as being told relative to the plans of CIGW and reason to invest. There are those, who worked for him in previous companies he was involved with, who followed his career path and invested heavily into CIGW based on his reputation and interviews. This is all speculation until proven as to whether he was aware of the facts while making statements to the contrary leading investors away from what was really taking place.
Any investigation will include everyone from those who did the PR for CIGW, corporate management, board of directors, down to McGinn himself. In a publicly traded stock whether it's OTC, Dow, or Nasdaq, those involved with reporting have a legal responsibility to make investors aware of facts rather than mislead investors on the true value of CIGW. This is a case book of a private finance company using the OTC staging arena and forums such as this message board, all the while knowing the long range plan to acquire a public company for pennies on the dollar.
If it can be proven that this was planned and executed over a period of time then the ones to go after are those individuals who knew what was taking place and were using various means to pump up the stock to the public while knowing the truth.
The amount of research that Vertical Bridge would have to have done to review CIGW's accounting records, tower licenses in all the states where they have tower interests and in addition, the time needed to check out the physical state of the tower locations, would all involve months. Those in CIGW management and any having affiliations would have had to have known and been a part of this transaction going well back to 2014 and before. Yet, as recent as this past 4th quarter, statements made were leading investors away from the truth. The legal challenge is to find out who knew what when and whether or not SEC rules were violated resulting in fraud taking place on investors during these transactions
Below are 2 law firms that I have made contact with, the more persons contacting these firms regarding class action litigation against CIGW, the better our chances are for getting representation. The basis for conducting an investigation of the merger / acquisition of CIGW with Vertical Bridge is that prior knowledge and fraud was put forth in the public disclosure relative to the timing of the negotiation and approval of the merger by Fir Tree Capital and CIGW management. The omission of full disclosure gives cause for possible violation(s) of federal securities laws. The cause for investigation concerns certain statements issued by the Company and their contracted Public Relations media firm(s) in connection with said lack of disclosure and/or withholding of information so as to influence common shareholder stock purchase.
========================================================================
Rosen Law Firm represents investors throughout the globe, concentrating its
practice in securities class actions and shareholder derivative litigation.
Please visit the website at for more information. You may also contact
Phillip Kim, Esq. or Jonathan Horne, Esq. of The Rosen Law Firm toll free at
866-767-3653 or via email at pkim@rosenlegal.com or jhorne@rosenlegal.com.
The Rosen Law Firm, P.A.
Laurence Rosen, Esq.
Phillip Kim, Esq.
Jonathan Horne, Esq.
275 Madison Avenue, 34th Floor
New York, NY 10016
Tel: 212-686-1060
Toll Free: 866-767-3653
Fax: 212-202-3827
lrosen@rosenlegal.com
pkim@rosenlegal.com
jhorne@rosenlegal.com
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Levi & Korsinsky announces it has
To obtain additional information, GO TO:
contact Joseph E. Levi, Esq.
either via email at jlevi@zlk.com or by telephone at (212) 363-7500,
toll-free: (877) 363-5972.
Levi & Korsinsky is a national firm with offices in New York, New Jersey,
Connecticut and Washington D.C. The firm's attorneys have extensive expertise
in prosecuting securities litigation involving financial fraud, representing
investors throughout the nation in securities and shareholder lawsuits.
CONTACT:
Levi & Korsinsky, LLP
Eduard Korsinsky, Esq.
30 Broad Street - 24th Floor
New York, NY 10004
Tel: (212) 363-7500
Toll Free: (877) 363-5972
Follow the trail - financing takes place by Macquarie Bank Limited (AU) in 2012, Aug 2013 Macquarie Capital (USA) Inc., acts as the exclusive placement agent for the financing by Fir Tree. Macquarie interest in Vertical Bridge ???, Fir Tree approves the deal for CIGW - - press releases by CIGW and media agents - - - was the stock price being manipulated while all along the end game was in play ? ? ?
I spoke with the NV Securities Div. Fraud Investigator. Although CIGW is registered in NV, we need to contact the office in FL, http://www.flofr.com/, the Florida Office of Financial Regulations, since this is where CIGW and Vertical Bridge's offices are located. On this web site click the link for the Bureau of Financial Investigations. The number that I was given is 850-410-9500. They explained that any investor wanting to pursue legal action or have questions answered relative to the activity that has taken place should contact the state office where they live. Each state has a Securities Fraud Investigation Bureau and as such CIGW would have filed to offer stock for public sale in every state. In addition go to http://www.sec.gov/investorad#.VRsyd_nF98E this link takes you to the SEC Office of the Investor Advocate, from here there are links to explain and provide additional details as to what constitutes fraud and/or unfair practices in the financial industry. This not only applies to CIGW, Fir Tree and Vertical Bridge but also includes media or public relations companies who provided or withheld information relative to the situation. Here is the URL for the list of all the State Regulator's Offices
http://www.nasaa.org/about-us/contact-us/contact-your-regulator/
Suggest that we Google - > stock fraud lawyers, and start reaching out to see who could be of help, even just for advice, before it's too late, according to the 8-K Filing, IMO this deal doesn't close until after the 4/24/15 date shown below.
FROM 8-K Released : Monday, March 23, 2015 2:22 PM pp. 1 - - ->
As described below, the Merger Agreement contains a limited "go shop" provision that permits the Company to solicit alternative acquisition proposals from third parties through April 24, 2015 (the "Solicitation Period"), and, in certain circumstances, to continue to negotiate with third parties who submit alternative acquisition proposals during the Solicitation Period, through May 4, 2015.
Just think about this reply from an attorney no less . . , how can the shares of stock be "worthless", CIGW just got millions from Vertical Bridge . . . a public company can't take in millions of dollars, and then turn around and have the management and primary stock holders pay themselves off in those same millions - - - then announce that part of the "deal" is only to "liquidate" the company and screw the stock holders THERE IS NO COMMON SENSE THAT THIS IS OR COULD BE LEGAL . . . . also keep in mind that this is a NY office in Fir Tree's backyard. There has to be recourse we just need to find the right channel to pursue.
I agree that this was in the works for at least 4 to 6 months, it would take that long for VB to conduct their due diligence for a purchase of this size . . . And I have a hard time believing that those individuals or companies who were doing the PR for this stock had NO idea what was going on. If they were quick enough to say "BUY", they should have been equally as forthright to say "SELL"
I lost $ 72,000 - - when I called the Tripp Levy law firm mentioned in Post # 1015, the person who answered took my information but I never heard back from them. We need to get together as this deal had to have been in the works for awhile. IMO, there's too much research that would have had to been done on the licenses and tower agreements for it to have been done overnight.