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The arguments being made here are unsubstantiated, unsupported by documents, and unsupported by links.
The line of reasoning that "anyone holding shares will lose 100% of their investment" has been repeated ad nauseam and been countered with PwC documents that state otherwise.
The idea that shares will be cancelled is false, and no matter how many times repeated will not make it so.
"Excitement" and "nothingburger".
Much too elementary to give any valuable time and quality thought or debate.
In any case, if there is a link to this "nothingburger" or "excitement" or even lack of excitement, it would certainly be given due consideration.
Still, fictional rhetoric is a substitute for precise logic and reasoning backed up by evidence.
Rhetoric Backed By Nothing
The following quote is an example of the quality of reasoning being applied to the overall argument that shares will somehow magically be cancelled:
Laughable.
Equity interest is ownership, e.g. "a share in the company", exactly as it reads via the CCAA laws.
The following statement:
Equity Claims VS Equity Interest
PwC and lawyers stated as a result of The Visolis Transaction there is no recovery for shareholders on account of equity claims.
They did not, (at any point), and have not, (at any point) made any direct or definitive statements in regards to equity interest.
The CCAA (THE LAW) treats equity claims and equity interest as separate and distinct.
Totally agree.
SEC Filings "As Evidence"
The SEC filings have been made one of the chief arguments for why there is no recapitalization transaction, since if there were such a transaction (it has been argued), it must show up via an SEC filing.
I presented the following question, however, I already knew the answer. My question was about amendments to articles:
Now, the Visolis Transaction for substanially all of BioAmber's assets closed on Oct. 22, 2018 -- over three months ago. In PwC's Ninth Monitor's report, they directly and clearly state that the Visolis Transaction occurred through the process of a "sale or restructuring of the business":
As per the Terms And Conditions in the "Request For Binding Offers", bids submitted can subscribe to the common shares of BioAmber in either a one step or 2-step transaction; OR they can choose the following: *see image below
The SEC Filings have been cited extensively as a necessary condition that must occur in any recapitalization transaction, so it will be interesting to observe the mental gymnastics required to explain why there is no SEC Filing for a change of amendments to its articles which has been directly, clearly, and explicitly stated the in PwC's reports.
The Visolis Transaction closed over three months ago.
There is no SEC filing with a change of amendments to its articles.
Therefore, there is no cancellation of shares.
SEC Filing
For those versed in SEC rules and regulations; if there is an amendment to the articles of a company that is an SEC Registrant, does the SEC require a form and filing?
If so, what form is required and what are the associated rules governing an amendment?
The stock has a future.
This is one thousand percent factually incorrect on multiple levels, and it demonstrates a lack of precision and understanding of the entire concept of this company and transactions that have taken place.
First, it is not a factory. It is a plant. Two entirely different types of buildings that serve very different purposes.
In every single Monitor's report, quarterly filing, 10K, and any other document referencing the company BioAmber Sarnia, it is referred to as a plant, because that is what it is. It is not a factory.
Second, the Purchaser of the BioAmber Sarnia plant is not "LCY". In the monitor's report the Purchaser is described as an entity beneficially owned and ultimately controlled by Visolis and LCY Chemical Corp.
Now, understanding this is an absolute must before taking even one step further. If there is any hope whatsoever, any chance whatsoever to even begin to understand the scope of this proceeding and all of the moving parts, one must command a grasp of these very basic truths.
In fact, based on the above quote alone, one can completely ignore every single thing that comes after it, as it does not even demonstrate the most simple, fundamental, and elementary level understanding of the situation.
This is an absolute non-argument based on assumptions backed up by nothing.
First there is an unsupported statement:
Again, the entire premise here, even though it is not stated anywhere (in any place, by PwC, the courts, or anyone), is that the shares will be cancelled.
And yet, on the other hand, the argument is that since PwC has not explicitly stated that there is a restructure transaction involving the shares of BioAmber, that one must not exist.
One cannot demand that something must be stated for it to be true that opposes their argument, and yet not require an explicit statement to support their own view.
If there must be an explicit statement in order for an event to be true, then provide the document that says BioAmber's shares will be cancelled.
Period.
EMPIRICAL EVIDENCE
In the current case of BioAmber, empirical data must reign supreme. All types and manners of positions being argued otherwise, whether hypothetical, metaphorical, theoretical, or historical, fail in comparison to empirical.
The historical argument being made is: "Other distressed companies have had their shares cancelled in the past, therefore BioAmber will have their shares cancelled."
The theoretical argument being made is: "There are certain US Bankruptcy laws that assign no priority to equity interest, and because the purchase price was not sufficient to cover everyone, therefore shares will be cancelled."
The metaphorical argument being made is: "Equity claims are actually equity interest, and since there is no recovery for equity claims, therefore equity interest is zero and shares will be cancelled."
The hypothetical argument being made is: "An insolvent company that has debt with no remaining assets is just a shell, therefore the company is worthless and shares will be cancelled."
All of these arguments march forward in the absence of empirical data, and in fact, requires it; empirical evidence (information which verifies the truth and corresponds with reality), must be omitted since when it is presented, at once shatters the position and renders it false.
The great irony is that arguments devoid of empirical evidence often contain the greatest certainty, while those supported by evidence err on the side of caution with a "wait-and-see" point of view.
The reason certainty is injected in arguments is almost always to bolster a weak position in the attempt to provide a viable substitute for empirical data, for which no substitute exists. That is worth restating -- when an argument is being made that is not supported by empirical evidence, something must be provided to compensate, and the closest approximation to actual evidence is the attempt to persuade others with absolute certainty. One must be ever vigilant for signs of absolute certainty in the absence of absolute truth, i.e. empirical evidence.
Certainty is the antithesis of seeing the current situation clearly.
To date, one way or the other, not one single document in this specific proceeding (empirical evidence) has been presented which definitively, without qualification or interpretation, details the fate of BioAmber's shares.
Fortunately for BioAmber shareholders the courts share such a "best interest" view as under the CCAA (not bankruptcy) and via court appointed monitor PwC has successfully executed a sale transaction with Visolis and LCY Chemical Corp in their joint venture "LCY Biotechnology" that is in the best interests of all stakeholders.
Except it is different.
First, the sale transaction occurred under the CCAA via the Canadian courts. The US Chapter 15 recognizes the CCAA as a foreign main proceeding. This means the Canadian courts are in the driver's seat. The US Chapter 15 is ancillary.
Second, under the CCAA, there are no absolute priority rules, as one would find under Chapter 7 or Chapter 11. A lot of individuals are still arguing from the false position that this is a Chapter 7 or 11 (or hoping it is), which it is not.
And finally, the equity is not cancelled. There is a small mountain of information pointing to precisely the opposite outcome.
The second plant will produce bio-based succinic acid and derivatives. Vinmar agreed to purchase these derivative products. The Sarnia plant produced commodity chemicals, namely just bio-based succinic acid.
These "small" details are part of the Vinmar off-take agreement.
The second plant unlocks the Vinmar Agreement.
SEC Order Granting Confidential Treatment
Exhibit 10.2 is a 364 day revolving credit agreement for $750,000,000 from Mizuho Bank Ltd. to KKR.
KKR purchased LCY Chemical Corp., which has purchased substantially all of BioAmber's assets, all within less than a year, in a joint venture with Visolis that will own and continue operations of the Sarnia plant.
This is an example of relevant information that we do not know because the SEC has granted KKR an order of confidential treatment in their 10-Q filing.
Cite these SEC regulations and underline the relevant statements in red.
Otherwise, it is only so much air, as it is impossible to support an argument on the basis of some kind of authoritative understanding inside someone's head.
Unconvincing.
This copy-and-paste argument takes a generalized and theoretical position that can be applied to any number of companies.
This is just more "fill in the blank", Strawman Fantasy, barely-scratch-the-surface, cut-and-paste point of view that requires ignoring a mountain of empirical data otherwise.
Arguing from general, theoretical positions ever remains unconvincing.
There are no secured or unsecured debtors.
There are only secured or unsecured creditors.
The transaction that is currently occuring under the CCAA of the assets and operations of BioAmber is sufficiently complex such that it is absolutely critical to be able to distinquish between a debtor and a creditor.
Additionally, the idea that there will be a "conclusion of the bankruptcy" hinges on the fiction that there even is a bankruptcy, instead of understanding and acknowledging the fact that what has already happened is a sale transaction for the company which is being overseen by the Canadian courts under the CCAA.
The material event that requires SEC reporting will not happen until the cessation of the CCAA proceeding.
There is a Stay Of Proceedings until March 15, 2019 under the CCAA from the Canadian courts.
The reference you are talking about is in the Terms and Conditions of The Request For Binding Offers. See below.
Remember -- The LCY letter referenced in the Visolis Letter of Intent has not been disclosed. The Visolis Letter of Intent is the same letter that Deepak Dugar refers to the purchase process with the plural word "transactions". Also see below. The LCY letter is an example of a document that definitely exists and it directly relates to the purchase agreement. To date, it has not been "filed".
Additionally, there are confidentiality agreements in place, before and after the current CCAA proceeding, which is currently Stayed until March 15, 2019.
That is a nice link to a research guide.
Yes, Chapter 15 covers "Ancillary and Other Cross Border Cases" and is what someone will want to research. In this case, the other country is Canada which is the location of the primary proceeding. It is currently under the CCAA.
The link will help people get started on their journey to the truth when they read more about the purpose of Chapter 15, and begin to understand this is not a bankruptcy or liquidation proceeding. It is a sale or restructuring of the business, or at minimum, (and according to PwC), a "Liquidation sale process" whereby the assets are sold in a 2-step transaction involving the Company's shares for tax benefits.
By law.
This is not a bankruptcy. It is a sale or restructure of the business under the CCAA, which does not have absolute priority rules.
It is a 100% fact this is in the Canadian courts under CCAA. They are in the driver's seat. The US Court is not overseeing this sale or restructure process.
The "Strawman Fantasy" that this is a bankruptcy, no matter how many times repeated, ever remains false.
It's the same link you click on that says shares will be cancelled.
This is consistent with "The Letter of Intent for Investment in Bioamber Inc.", submitted by Deepak Dugar, President of Visolis and forming a new joint venture with LCY Chemical Corp.
1. Sale of the Company.
2. Sale of the Company's operations.
3. Asset Purchase Agreement.
"Visolis and LCY are setting up NewCo as a joint venture entity that will buy the Assets and own and operate the plant at Sarnia and assume all the ongoing responsibilities in connection therewith."
This is a contradiction.
Contradictions are not convincing.
No.
The Delaware Court recognizes it as a foreign main proceeding. BY LAW, it is recognized as a foreign main proceeding.
"Chapter 15 is an adoption of the Model Law on Cross-Border Insolvency (Model Law) promulgated in 1997 by the United Nations Commission on International Trade Law (UNCITRAL). The Model Law was created to be broadly applied to cross-border insolvency proceedings, and to encourage the treatment of a multinational bankruptcy as a single process in which an initial court administers the main proceeding with courts of other countries assisting in that same proceeding. This system is meant to replace the old territorialism approach in which a debtor was required to initiate a separate insolvency case in multiple countries."
Cover.
That's it? That's the argument?
Really.
It is a CCAA process that is recognized as a foreign main proceeding by the Chapter 15 Order of the Delaware Court.
"NewCo" (the joint venture between Visolis and LCY Chemical Corp., which is a strategic buyer) is purchasing substantially all of the assets of BioAmber. PwC is monitoring the liquidation scenario of the subsidiary companies BioAmber Sarnia and BioAmber Canada under the CCAA process.
Notice anything missing on PwC's "NOI - Notice To Creditors" List dating back to 5-10-2018?
https://www.pwc.com/ca/en/services/insolvency-assignments/bioamber/notices-to-creditors.html
That is as far as I take you or anyone. Everyone is on their own from here.