Mezzanine- USE THE WORD, BUT DON'T have CLUE ONE, what it means. TYPICAL. Also, selectively citing pages from the document- while leaving out, real important, little "tid bits"- as always.
Mezzanine financing is a DEBT/equity "hybrid" finance deal- as in a "debt" loan w/ interest (pretty high interest) and is always, almost always based on a company's CASH FLOW and EBITA (earnings) and thus, ability to REPAY THE DEBT INSTRUMENT FROM POSITIVE CASH FLOW and EARNINGS. Who is willing to go "subordinate" to other debt a company may be holding- thus be in the back of the line to get repaid if they go BK or whatever, if they don't have a HIGH confidence in the credit rating strength of the company to generate cash flow to PAY THEM BACK, w/ interest and ON TIME? WHO? The "equity" portion spoken of, is nearly always "preferred" shares, not common, and are only part of the structure of the deal. Mezzanine deals, none that I know of, are not done to cash broke, zero cash flow, essentially zero sales, debt riddled companies.
See the words "subordinated" in the terminology- it's means they're willing to go in 2nd or even 3rd place- but they have ways to guarantee to still get paid, and also are relying on the high credit worthiness of the company doing the deal- as in, they have a long track record of steadily growing cash flow and earnings and a high growth rate- and thus need a "mezzanine"( word for a bridge) to get them over a short period to an even greater size and growth level. LOOK IT UP- read about how a typical mezzanine deal is structured and what kind of company's get them and what they need to qualify for them typically. Just tossing out a word- doesn't mean it has a chance in heck of ever even remotely being a truth or possibility. And citing some penny stem cell site "dude" as some sort of biz authority is beyond laughable IMO. Yeah, ole investorstemblahblah "said"- like he knows what he's talking about? Right. Sure thing.
Here's some tid bits left out of the links:
1) Notice the word "may" (as in might, could, maybe- then again, NEVER, COULD NEVER, MAY NEVER) in the Caseel quote. Cassel also specializes in company restructures, BK's, value assessments- as in liquidations and going out of biz, etc. Kinda left that out.
" Part of these services MAY involve the closing of a Mezzanine Financing consisting of non-convertible subordinated debt and/or sale of equity securities" (may means MAYBE, could, might- and may NEVER happen)
Page 51:
"There are NO definitive agreements at present for a Mezzanine Financing" Notice- NONE, no "deals". It's a "may" - they just insert that wording, "IF" ole Cassel "might" put together a mezzanine, then they get paid XYZ. But it doesn't say that's the primary reason they were hired or are getting paid and got stock shares too: PAGE 38:
"Cassel Salpeter & Co. is an independent investment banking firm that provides advice to middle-market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have more than 50 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and SOLVENCY opinions; valuations; and restructurings, such as 363 sales and PLANS OF REORGANIZATIONS. " (a 363 sale for instance is a type of BK sale)
Further, I can go back and link to NUMEROUS other, old "PR" in which other "firms" were "hired" to supposedly "assist" in capital raising and "financing deals" and so forth- and guess what ever became of all those old "deals"? NOTHING. Not a thing- I've got every link to every one. Big WHOOP.
Further, from the same document: PAGE 51, (just happen to be left out of the hype statements, as is typical IMO)
"Material Terms, Potential Risks and Principal Effects Of The Increase of Authorized Common Share
Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue from nine hundred and fifty million (950,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, to two billion (2,000,000,000) shares of shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive.
The increase in the authorized number of shares of Common Stock could have a number of effects on the Company's stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this action is not being presented with the intent that it be utilized as a type of anti-takeover device.
Stockholders should recognize that, as a result of this proposal, they will own a fewer percentage of shares with respect to the total authorized shares of the Company, than they presently own, and will be diluted as a result of any issuances contemplated and potentially executed by the Company in the future."
Sorta left out some of those ole "pesky" little details in the hyper "claims" of all the wonderful, supposed things to come via massively diluting the shares.
All my 2 cent opinions. Mine only. Do your own due diligence.
Good luck and happy $BHRT trading.
