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In the first place they are not detailed, and it is a motion which precedes subsequent court orders in the second place.
The numbers cited are exact even numbers copied directly from the 10K, a loan from 2011 which reflects and assumes zero exposure to interest rates, time tables, or payment schedules.
In other words, it assumes the loan did not bear interest and there were no payments.
This type of information would be expected given unaudited financial data of the books and records, which is a disclaimer attached to every single Monitor's report.
Still, the Minister was unopposed to additional petitions (as directly cited in the court orders), unlike Comerica who was the most vocal and opposed several motions including the DIP financing.
The Third Amended and Restated Order usurps the orders and motions preceding it.
That is the Motion for the issuance of an initial order under CCAA and which resulted in:
1. Initial Order; after which came:
2. Amended and Restated Initial Order; after which came:
3. Second amended and restated Initial Order; after which came:
Third amended and restated Initial Order
Interesting.
The CCAA is complete (notwithstanding the yet-to-be-filed Monitor's certificate), yet there is still somehow an old SJIF loan from 2011 on BioAmber Sarnia Inc.'s books.
Thankfully the very clear Monitor's reports will very clearly clear up any confusion when they are very clearly posted clearly showing the specifics of this old loan very clearly.
BioAmber Inc. is not a guarantor of BioAmber Sarnia Inc.'s debts.
Except for:
It was a SJIF loan from 2011 (conveniently omitted) to fund the plant and was repayable in 5 annual equal installments.
Next.
In BioAmber's 10K the following words are found precisely zero times:
1. Guarantor
2. Guaranteer
Handfuls of Monitor reports, court motions, orders, and judgements, tons of PACER documents, email correspondence, a mountain of DD and still there is no posted document demonstrating BioAmber Inc. bears any legal or contractual obligation to the Canadian subsidiaries' debt.
New SEC Filing, 13G #2:
https://www.sec.gov/Archives/edgar/data/1534287/000178200519000003/gocong13g1.pdf
13 Monitor's reports, over 30+ publicly disclosed court motions, judgements and orders, countless email correspondence, handfuls of PACER documents, and a mountain of DD over the past year has produced precisely...
Zero documents posted stating BioAmber Inc. is a guarantor of Canadian subsidiaries' debt.
Surely this information would have been made public and provided by the Monitor and Superior Court as it is fundamental to all interested parties and stakeholders, especially secured creditors.
So, is BioAmber now outside the legal process (closing of the CCAA), or still in it (Chapter 15 and the Delaware court)?
It cannot be both.
Additionally, it has been previously argued that the CCAA was secondary to Chapter 15, which it was also argued the main purpose was for reasons of jurisdiction. So, if that is the case, then why would there be a second transaction inside the CCAA (which covered the subsidiary Canadian companies while having no jurisdiction over the US Company), versus at the conclusion of the CCAA and yet still under the context of Chapter 15?
Difficult to appreciate or understand reversals in fundamental positions.
There are three companies, each their own separate legal entity:
BioAmber Inc. (US Company, i.e. where the shareholder's shares are)
BioAmber Sarnia Inc. (Canadian subsidiary of which BioAmber Inc. is the sole shareholder)
BioAmber Canada Inc. (Canadian subsidiary of which BioAmber Inc. is the sole shareholder)
Yes, however, we cannot possibly know what level or percentage Mr. Miller owned when the stock was being traded as BIOA, before the Q was added.
Every investor's situation is different, we cannot know how much research was or was not done, or what professional opinions were sought or not.
Those would all be assumptions and guesses and not facts. The only fact we have is the individual owns more than 5% of BioAmber Inc. and as required by the SEC filed a 13G, which is no small task and is sufficiently complicated and time-consuming.
We cannot possibly know what level or percentage Mr. Miller owned when the stock was being traded as BIOA, before the Q was added.
Every investor's situation is different, we cannot know how much research was or was not done, or what professional opinions were sought or not.
Those would all be assumptions and guesses and not facts. The only fact we have is the individual owns more than 5% of BioAmber Inc. and as required by the SEC filed a 13G, which is no small task and is sufficiently complicated and time-consuming.
Huh?
How in the world can one draw a correlation between the choice of vehicle an individual chooses to drive to then extrapolate out an opinion on the veracity of their investment choices?
Pedigree information tells us almost nothing about the intelligence or judgement of any given investor.
What a leap!
The statement "in business" or "out of business" does not apply while the company is in a STAY OF PROCEEDINGS.
This is granted by the Superior Court and subsequently recognized by the US Recognition Order.
The document is the THIRD AMENDED AND RESTATED INITIAL ORDER.
That document can be found on PwC's website here, and has been posted roughly one thousand times. The heading is "O." titled, "Restructuring". The liquidation of certain assets is a subsection of restructuring, specifically described both in court documents and verbally in court by the Monitor.
There are 3 companies, each their own separate legal entity. This is a complex restructuring as described by PwC.
The three companies, each their own separate legal entity, are as follows:
1. BioAmber Canada Inc. (Canadian subsidiary)
2. BioAmber Sarnia Inc. (Canadian subsidiary)
3. BioAmber Inc. (US Parent company, i.e. where the shares are)
Govern yourselves accordingly.
BioAmber Inc. Is The Parent Company
BioAmber Inc. (i.e. where the shares are), is the parent company of BioAmber Sarnia Inc. and BioAmber Canada Inc., the two Canadian subsidiaries. BioAmber Inc. is a US Company. Each of these companies is a separate legal entity.
Debts are tied to each company on their own, unless there is a specific contractual commitment stating otherwise (see image below). This is a cross-border case and the reason for the statement by PwC that this is a complex restructuring; a large bulk of the assets and debts are with BioAmber Sarnia Inc. and much of the work has been collaborating with the secured creditors to restructure this entity.
On the other hand, BioAmber Inc.,(i.e. where the shares are) has required relatively little attention as the assets for this company far exceeded the liabilities as documented in the initial Chapter 11 court filings, which was very shortly thereafter dismissed upon the Chapter 15 recognition order under CCAA. (see image below)
The patents, trade secrets, R&D breakthroughs, and Supply Contracts are owned by BioAmber Inc.,(i.e. where the shares are). These were part of the "substantially all" asset sale in the Visolis Transaction, which must necessarily now require a second step, (and which was specifically defined in the Request For Binding Offers), as this is a cross-border case under the CCAA and Chapter 15 Recognition Order, and means that the Monitor must be discharged and the CCAA completed before Visolis/LCY Chemical Corp. and their JV acquisition can execute on any second step to legally acquire that portion of assets.
BioAmber Inc. itself does not require recapitalization as its assets far exceeded liabilities in the court filings and which checked the box that funds will be distributable to unsecured creditors. As such, the US Courts will have no debts to expunge for BioAmber Inc.(i.e. where the shares are).
For these reasons the Chapter 11 was dismissed upon recognition of the CCAA (Companies Creditors' Arrangement Act), and the Motion filed in US Courts by the Foreign Representative specifically states this is in the best interests of equity holders of BioAmber Inc. (i.e. where the shares are).
Govern yourselves accordingly.
A Few Facts and Friendly Reminders:
1. BioAmber Inc. initially filed Chapter 11, which was shortly thereafter dismissed upon Chapter 15 Recognition Order of CCAA.
2. BioAmber Sarnia Inc. and BioAmber Canada Inc. filed Notices Of Intentions contemporaneously with BioAmber Inc.'s filing. These two Canadian subsidiaries filed under BIA which later commenced proceedings under CCAA.
3. BioAmber Inc., (the US Company, i.e. where the shares are) has assets that exceeded debts in court filings, and checked the box that there is money distributable to unsecured creditors of BioAmber Inc. (see image below).
4. In the Motion for the Chapter 11 dismissal of BioAmber Inc. (the US Company, i.e. where the shares are) and subsequent Chapter 15 Recognition Order of the CCAA, the court document specifically cites that this is in the best interests of equity holders (see image below).
5. BioAmber Sarnia Inc. and BioAmber Canada Inc. are restructured under CCAA, and as agreed and approved by the secured creditors of BioAmber Sarnia Inc. and BioAmber Canada Inc.
6. The value of Supply Contracts cannot be materially realized within the CCAA as these are with BioAmber Inc., (the US Company, i.e. where the shares are).
7. BioAmber shareholders, LCY Chemical Corp., Visolis, LCY Biosciences, KKR, PwC, and attorneys all over the place are waiting while BioAmber Inc.'s Supply Contracts are being reviewed.
8. The CCAA process itself is finished and will close upon the completion of the Supply Contracts review process situation event scenario.
9. Shares of BioAmber Inc. are intact and will remain intact outside the CCAA proceedings.
Govern yourselves accordingly.
BioAmber Inc., BioAmber Sarnia Inc., and BioAmber Canada Inc. (collectively, the "Company") is currently proceeding under the Companies' Creditors Arrangement Act (CCAA), with PricewaterhouseCoopers (PwC) acting as court appointed Monitor via the Canada Superior Court (Commercial Division), and subsequently recognized by US Delaware Court as a Foreign Main Proceeding by the Chapter 15 Recognition Order.
Govern yourselves accordingly.
Nah.
There is nothing in the United States Bankruptcy Code which has declared BioAmber bankrupt.
There has not been one link, document or court order posted which shows BioAmber is bankrupt.
Next.
Yes, agreed!
Exactly this!
100% The Chapter 11 was dismissed. This is now under the CCAA, the Companies' Creditors Arrangement Act.
And the purpose of Chapter 15 is specifically to deal with cross-border cases, as this is a Foreign Main Proceeding.
Which is the law.
A perversion of the truth:
This is CCAA 101.
And this is exactly the reason to understand the Plan Of Arrangement process and all of the flexibility the CCAA process provides.
BioAmber is not in receivership or bankruptcy, therefore nobody is currently investing in a bankrupt company from a legal point of view.
That is the law.
BIOAMBER REMAINS SOLVENT
The US Chapter 15 Recognition Order rendered by the Delaware court recognizes BioAmber as a "Foreign Main Proceeding" whereby the center of main interest is located in Quebec, Canada.
This is under a CCAA process.
Consider the following erroneous fabricated and deceptive falsehood:
BioAmber Is Solvent
According to the Monitor's 11th report all three BioAmber entities have sufficient liquidity to meet their financial obligations through the current Stay Of Proceedings.
The Monitor is obligated to report the current state of solvency to the Superior Court within the CCAA proceedings because, if this were not the case, the remedy as ordered by the Court via The Third Amended and Restated Intial Order and as required is for the Monitor to: *apply to the court upon notice as required under the BIA, and, where the Court is of the opinion that it is proper and in the best interests of the estate, to assign the Petitioners into bankruptcy or obtain a bankruptcy order against the Petitioners.
FACTS:
1. The Court has not assigned the Petitioners into bankruptcy.
2. The Court has not obtained a bankruptcy order against the Petitioners.
Shares are safe.
Nope.
The Monitor said they did not anticipate any value in the CCAA Proceedings.
That is a Grand Canyon of difference from "doesn't have any value".
FINRA has been in contact with several parties as far back as October. They were not all of the sudden informed in February, as some erroneously believe.
THE PLAN FOR BIOAMBER
The Delaware Court has recognized the CCAA process as a foreign main proceeding via the Chapter 15 Recognition Order, thereby granting the CCAA jurisdiction.
While it is tempting to seize upon meanings of words in isolation, e.g. "liquidation", "bankruptcy", and draw conclusions simply on those solitary definitions, it requires a blind spot of massive proportion to fail to see the larger picture in the aggregate, namely:
1. This is a restructuring of BioAmber whereby the acquiring company will invest, own, operate, and continue to produce bio-based succinic acid and derivatives;
2. LCY Biosciences "LCYB", the joint venture between Visolis and LCY Chemical Corp will operate the Sarnia plant using a mixture of proprietary technology from a handful of companies, including BioAmber;
3. KKR (who has just acquired LCY Chemical Corp.), has a stated interest in the global impact of their investment choices, including social, and will seek the most positive outcomes;
4. The value of the NOLs are retained as a result of the continuity of the business as a whole maintaining operations;
5. A 2nd plant will be built in order to further meet the increasingly present and future market demand of bio-based products;
6. BioAmber provides a tremendous depth of value apart from the NOLs and physical assets (i.e. Sarnia plant and land), this being the intangible assets such as contracts, trade secrets, patents, and R&D breakthroughs;
7. The infrastructure, groundwork, investment, and value BioAmber has created is of sufficient depth such that secured and unsecured creditors, BioAmber shareholders, the Courts, PwC, employees of Visolis/BioAmber/LCY Chemical Corp./KKR, attorneys representing these entities, peripheral companies with agreements and contracts with BioAmber, and indeed the general public at large, all have a vested interest and intention to see the positive outcome and continuity of BioAmber through this restructuring.
Nah.
The transaction has occurred under the CCAA. It's public knowledge. It is not bankruptcy. There have been many false and misleading statements made otherwise and it has caused a lot of confusion.
Please provide a link to a court document or a Monitor's Report that confirms that the transactions made by Visolis and LCY Chemical Corp., with their designated purchaser being the joint venture LCY Biosciences "LCYB", has occurred in any other context whatsoever outside of the CCAA.
KKR Becomes Founding Signatory to Impact Investing Principles in Effort to Create Alignment across Industry
KKR News Release
Read about Impact Investing Principles here:
IFC: Impact Investing Principles
Nah.
What would better serve the interests of secured creditors?
A. Liquidating all of the assets for a paltry 4 million, divide that up and that's that. Company gone.
B. Sell the assets in a 2-step transaction process, keep the company intact as a going concern with an agreed upon plan moving forward and restructuring of the business.
BioAmber's restructuring has not been "forced" by way of the courts at any point before, during, or after the initial SISP.
That is not entirely correct.
On the one hand, yes it is understandable to want to discredit questionable ramblings by certain individuals. However, those numbers were not pulled out of thin air.
They come from BioAmber's annual reports. That is where the information can be found about the Vinmar Agreement (among others), and how with very little calculation one quickly comes to a value in the billions.
Additionally, not all BioAmber shareholders are of the view that the particular motion filed was either necessary or productive. Still, the fact remains this is a restructuring.
Shares are safe.
Nah.
The lawyers can write them, but those contracts still require agreement between two or more parties. BioAmber already has secured agreements worth billions.
We could also say LCYB doesn't even "need" the Sarnia plant, especially with KKR behind it. They could just build a new plant. But it would cost a lot of time and money.
So that wouldn't make sense, either.
Nah.
It's about cross-border cases. It could be either a foreign main proceeding or a foreign non-main.
This is a foreign main proceeding.