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The whole narrative that all of the debt has been paid is patently false. They're paying maybe 10% of the secured debt, and that's it.
Show me a statement by the monitor, the bankruptcy court/judge that says directly they've paid all the debt, or give up the false and misleading narrative.
They aren't here to give away ownership of their company to the bagholders of NHPI, either.
They're going to sell stock. 2 years of audited financials are adequate for an S-1 or other registration of a stock sale, and they just finished.
By the time they're done, the shares currently being traded will be diluted into way less than 1% of the equity in this company. They'd be stupid not to, if they're legit.
LOL
Who's ignoring the results of the CCAA? Here's a clue: it's not me.
They sold the assets in bankruptcy liquidation. That's undeniable fact.
They have no source of income. That's undeniable fact.
They still have massive debt they cannot pay. That's undeniable fact.
All those things that you can do under CCAA were tried and failed or did not apply to this company. That's undeniable fact.
It's over.
What happens to empty companies with no operations nor income that have massive debt they cannot pay?
The debt and equity are discharged by the bankruptcy court, and they disappear.
Every. Time.
Shareholders will lose 100% of their investment in this stock.
Continuing to ignore the results of the CCAA won't make them go away.
They tried to re-organize, restructure, refinance, sell the company under the SISP, and it failed. They didn't get a single bid to do any of that. So it moved into liquidation of the assets, and that was completed in October.
All of that is very clearly documented in the monitor's reports and the court motions and orders. There's nothing left. The company has been "restructured" into an empty shell with massive debt that it cannot pay since the operating assets were liquidated.
Sing "CCAA" all day, the results of the CCAA are clear. There's nothing left to reorganize after the liquidation.
The "complex restructuring" has resulted in all the assets being liquidated, leaving an empty shell with massive debt that it cannot pay.
There's nothing left to sell, so what you see is what you get. If the contractual rights "sell," it'll be for the same $408k they'd offered them to the asset purchaser at the most.
Seen this?
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-033_092418.pdf
It is the motion the monitor prepared to have those contractual rights assigned to the purchaser of the assets. All it would have taken was the purchaser agreeing to cover the royalties that were due, $408k.
The CCAA has resulted in a bankruptcy liquidation of the assets. That is clearly documented and fact. There's nothing left except an empty shell with massive debt. Like it or not, those are the facts.
Once the bankruptcy proceedings return to the US court, the remaining debt and equity (the shares) will be discharged by the bankruptcy judge. The company will then disappear. There won't even be bags left in shareholders' accounts. That's what happens every time when the assets are completely liquidated and debt remains unpaid.
Shareholders will lose 100% of their investment in this stock.
Well, I was surprised at the dumpage below the price that the underwriter was profiting from ($2.70+-ish) with the warrant sale going on, so I figured they'd ease up on the throttle. But folks need to get the BOOM stuff out of their head, ain't happening on NASDAQ for months and months, since there will apparently be no revenue to report until Q3 (November).
Nope, the S-1 says the minimum purchase is 200 shares (a dollar's worth, LOL) and the shares are free trading once purchased.
Nah, just direct the "group" to the CEO. He has 1B shares to sell @ $0.005. No reason to buy $0.0099's when you can have twice as many shares/bags, right?
LOL
No, that FAQ is typical stinky-pink CEO stuff. Seen it a number of times.
"Amounts owing that are subject to the KERP charge."
The KERP charge is being applied to some "amounts owing," ie - the proceeds from the SISP or second sales process. The KERP program was coming out of that sale, so those were the amounts that were subject to the KERP charge. Problem is, the amounts were not sufficient to pay off the secured debt, only covers about 10% of it, so the program requirements were not met, and no payments were made.
That post explains why "amounts owing that are subject to" does not mean the KERP bonuses were paid, like it or not.
Unless you can identify the source of the funds and the payment of all the secured debt in ANY monitor's report, court motion, or order.
And the judge said:
NO AMOUNT would be payable unless and until the secured lenders were paid in full in cash.
NO AMOUNT.
It hasn't been paid. The proceeds from the bankruptcy liquidation pays just about 10% of the secured debt, and that's it.
So, either they violated the bankruptcy judge's order for the program OR there's some magic money source and payment of the debt they've hidden from that same judge. Either is ridiculous to even suggest happening, and is just false.
And, guess what? After the liquidation sale produced only $4.34m, there were only 2 secured creditors who were going to get anything, and all of the secured creditors know that.
Looks like the judge ordered the proceeds divided up within the BioAmber entities, and with the consent of the secured creditors:
Page 2:
https://www.pwc.com/ca/en/car/bioamber/assets2/bioamber-059_031519.pdf
No, they didn't say that the KERP has been paid. The DIP lender was paid, as that was the bridge loan to pay the bankruptcy proceedings, and they were first in line to get paid back. The secured creditors have been paid a total of $3.5M in an interim payment, the rest of the $40M has not and will not be paid in full.
And the KERP bonuses were not paid, the judge ordered that they wouldn't be paid until the secured creditors were paid in full. That's as clear as day, both the requirement and the fact that it has not happened.
LOL
You know that the "Plan of Arrangement," ie - them working with the 2 secured creditors on how to divy up the proceeds between them, is just about done, right? After the liquidation sale of the assets, that "plan of arrangement" became just the distribution of the recoveries, first amongst the 3 BioAmber entities, and from there to the secured creditors who did business with the Canadian subsidiaries (the US court will handle BioAmber, Inc).
And, there's still nothing for the remaining secured creditors, the unsecured creditors, and the shareholders. Not a penny.
Did Air Canada go through liquidation and sell everything?
Sheesh
This stuff again?
No the KERP has not been paid. Here are the requirements for the program:
That is the judge's order authorizing the program, and it means that, in order for the KERP to be paid, the proceeds from the sale had to PAY IN FULL the DIP lender and the secured creditors, over $40M. The proceeds from the liquidation were $4.34M, about 1/10th of the all that debt, so that requirement was not met.
Now, if you'd like an opinion about what the monitor meant by that horribly written sentence, an opinion that is way closer to reality than "they paid off all the debt and didn't tell anybody" that is being forwarded here to sell stock, if you read the program details in the motion by the monitor here:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-015_071818.pdf
You'll see that the program was to be paid from the proceeds of the SISP (a substantial figure from a liquidation would do, as well), and it assumed the SISP would provide substantial proceeds to allow the secured debt to be satisfied. The statement is "amounts owing that are subject to the KERP charge," which means the KERP charge is being applied to the proceeds from the sale and, depending on how much was left from the SISP proceeds over and above that which was required to pay the secured debt, they'd calculate the KERP bonuses for the employees within the range that they specified in that motion (there was a range of $480k to $1.3M in that motion), and this would be paid ahead of the unsecured creditors. "Amounts owing that are subject to" means those amounts that the KERP is coming out of, namely the proceeds from the SISP or the second sales process.
Problem is, it didn't work out. The liquidation resulted in only $4.34M, which hardly puts a dent in the secured debt. The KERP bonuses were not paid.
And, again, at the very least, that's way closer than "they paid off over $40M and didn't tell the judge or anybody else." That's just false and misleading.
You're welcome. Really, Sound Concepts is a nice little business selling marketing materials to small businesses and/or MLM's. Their 60 or so employees included warehousing/shipping, sales, marketing help, etc., that you'd expect from a company selling stationary, trinkets, flyers, business cards, all manner of stuff that you hand out at marketing meetings or put in mailers. Their digital services included a lot more than just Brightools, and a lot of it seemed to be geared to lead to sales of the paper and other marketing goods. I continue to believe that Brightools is being given to their customers for free to use provided they get the orders for the materials, and I say that because the app was available for use for 2018, and if they were really charging a half million people to use it, there'd have been a lot more revenue from it.
Anyhow, you wouldn't expect amongst those 60 people doing that business that there'd be a crew of programmers, wouldn't be steady work once the apps were finished.
In order to buy back shares, the debt would have to be completely paid and there'd have to be cash left over.
Ain't happening, that's ridiculous to even consider.
A share buyback?
LOL
They're up to their neck in debt and the operating assets don't make a profit. They're not doing a stock buy back, they're using stock sales to pay the operational deficit of the company and to pay off the debt through conversions. That's why the stock has been diluted (again) into oblivion and, when they run out of stock to sell, they'll RS, lather, rinse, repeat, as long as somebody is buying stock.
Sound Concepts outsources their software development:
https://www.facebook.com/f3software/?__tn__=%2Cd%2CP-R&eid=ARCX7rRbf6IBpKuLS6DGqAAjfKvp8j9ZgU6LjLsuqTTisEtlHwbERMbq1unybEUHKVBf1Rsk5A9r6BiO
They may have a couple programmers to interface with whoever they farm out the larger jobs to and maybe address a bug or two, but I wouldn't expect them to do the ground up or major revision programming.
There's no such NDA that would keep the monitor from disclosing to the bankruptcy judge and court either a payment or transaction/income source so massive that it would pay all of BioAmber's debt. That's ridiculous.
Cancellation of the shares happens at the end of the bankruptcy proceedings, after the judge discharges the remaining debt and the equity, there'll be no link until then, and everybody knows that.
That's what happens every time to an empty, bankrupt shell with massive debt that it cannot pay because the operating, income producing assets were sold in liquidation.
Every time.
Shareholders will lose 100% of their investment in this stock.
And the reason we see "hey they paid $2k!" and "hey, they paid KERP!" (which has not been paid), and all that other stuff snipping away words and phrases to try to "imply" there's been some major payment to the massive debt that BioAmber has rather than a clear, direct statement is because the debt has not been paid.
The monitor has been clear about how much of the debt has been paid and that all of the proceeds from all sources will provide only a small recovery to 2 secured creditors. That is fact and is very clear in their reports, yet we hypothesize they are concealing a payment 20X's as big without a word about it.
Either show a clear and direct statement from the monitor and/or bankruptcy court that all of the debt has been paid, or give up the false and misleading fantasy that it has.
If there'd been a complete payment of all of the debt, it would be prominently included in the monitor's reports to the bankruptcy court and judge in a clear and direct statement. Either show that, or give up the false and misleading fantasy that the debt has been paid.
And those contracts may be worth $408k. That's what they were offered to the buyer in the liquidation of the assets for.
$408k more to be divided between the 2 secured creditors who get some recovery.
That's fact.
Here's the court motion prepared by the monitor to complete that transaction. The buyer of the assets decided not to do it:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-033_092418.pdf
Sorry, but that's all a crock. If there had been a complete payment of debt, it would not be hidden from the bankruptcy court and judge in favor of little words, phrases, and other sorts of hints and clues for OTC detectives to "figure out." There'd be a completely clear and direct statement by the monitor to that bankruptcy court requesting approval to pay off the debt from the proceeds of the liquidation and whatever mystery sources of income.
That's fact, like it or not, the debt has not been paid, not even close, and the monitor's direct statement that it won't be is absolutely what is happening.
Unless you have a document from the monitor and/or court showing directly the payment of all debt, give up the false and misleading fantasy that it has. That will be easily seen on their cash flow sheet, just like the $3.5M payment already is.
Sheesh.
There's been a total of $3.5M paid to the secured creditors. That's all.
This claim of a "footnote," a $2k payment, or any other tidbit, word, or phrase being "proof" of the repayment of all that debt is a complete fabrication to support a stock sale and nothing more.
Had there been a repayment of all the debt or if there were even a possibility of that happening, the monitor would state that clearly and directly.
And it doesn't take a rocket scientist to see through any of these recent pump attempts. It's really outrageous how this company thinks they can pull off some other fluffy pump about water companies, nationwide mobile service, the ever elusive phone selection, and now a joint venture with an HVAC company, all with no revenue, no cash, nothing to do anything with, and now the margin between the A/S and the O/S has dwindled down to where selling stock to raise money isn't even a viable option.
No matter what, nothing has ever been real with ANDI, ever, no matter who the CEO is. It is a shell built for insiders to reward themselves, and most of their holdings are hidden in those preferred B shares that convert at 2000:1.
The current CEO became "not the CEO" for about a year, sold off his 600M shares into last year's pump, and now he's the CEO again. How about that?
The company is selling 1B shares, about 5X the current OS, for $0.005 per share. Really. Why would anybody buy this stock at nearly 2X what the company is selling shares for?
The HVAC contractor isn't a subsidiary. The business installs and services air conditioners. The joint venture is very likely another failed pump, since there's nothing that ANDI could bring to the table with an HVAC contractor that would be mutually beneficial.
SWS was (and likely is) a dead business until a few months ago. This thing about them "going public" all by themselves is another failed pump, since nobody will buy stock in an empty company. The notion of them giving shares in this dead and empty company to ANDI shareholders was the pump, thinking that people might buy more ANDI shares so they'd score more SWS shares. There's absolutely nothing there, no operations at all, and there's not a chance an investment banker is going to give them the millions of $'s the pump described.
Don't even get me started on becoming a nationwide mobile service from scratch with no money to do it.
How many times does ANDI think people will fall for their pumps?
And the bagholders exchange program continues.
Here's about all you need to know, directly from the monitor to the court:
There's no assets, they were sold in liquidation
No operations, no sources of income
Massive debt that cannot be repaid
Bankrupt companies that get liquidated and have massive debt remaining disappear once the bankruptcy judge has discharged the debt and the equity (shares).
Shareholders will lose 100% of their investment in this stock.
As always, vital information has been omitted.
Ignoring the facts and court documents won't make them go away.
Those contractual rights were all packaged up and ready to be assigned to the purchaser of the assets during the liquidation sale. The monitor had prepared a court motion to have them assigned to the purchaser if they agreed to cover the royalties that were due on the contracts, a whopping $408k. It's all right here in the motion:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-033_092418.pdf
If they find someone willing to do that, the secured creditors will have another $408k to divide up.
The rest of the secured creditors get nothing
The unsecured creditors get nothing
The shareholders get nothing.
The report was published in February, and the only debt payment authorized by the court was $3.5M in December. That's it.
It is hilarious to me that a $2k settlement letter can be extended to mean that all of the debt has been paid, yet the monitor's direct words that contradict any notion of that are ignored. Why would the monitor say, directly, they're not paying but a small portion of the secured debt, but then hide little hints and clues sprinkled in their reports to the bankruptcy court for OTC detectives to construct the real story. That's ridiculous on its face. So, here's another direct statement:
The monitor isn't hiding anything. There's no such transaction lurking in the shadows that will pay off all the debt. If there were, there'd be a direct statement to that effect by the monitor, rather than these little phrases and words that are implied to be the keys to the secret code the monitor is using. It isn't happening.
When the judge signs the order to discharge the remaining debt and equity (shares), whoever owns the shares on that date will lose 100% of what they paid for them. Guaranteed.
And the bagholders exchange program continues.
Here's about all you need to know, directly from the monitor to the court:
There's no assets, they were sold in liquidation
No operations, no sources of income
Massive debt that cannot be repaid
Bankrupt companies that get liquidated and have massive debt remaining disappear once the bankruptcy judge has discharged the debt and the equity (shares).
Shareholders will lose 100% of their investment in this stock.