Protective Capital Structures Corp. (fka PCSO)

[neilhk]

Some more thoughts:

Extract, Page 15, of 1st Q Financials (RELM):

“2. Purchase Price. The purchase price (the “Purchase Price) for 100% of the outstanding shares will be $150,000,000 paid in Class B convertible preferred stock of the Purchaser. This Purchase Price is based dollar-for-dollar on the internal pro-forma equity valuation of the Company, which was based on the Company’s anticipated closing of two transactions currently under contract.”

Some comments:

- May just be coincidental, but $150,000,000 is exactly the amount that GSR was purchased for in 2005:

“On May 11, 2005 Caesars Entertainment announced an agreement to sell the Reno Hilton to PLANTworldwide DBA Grand Sierra Resort Corp . for $150 million dollars[7]. On June 23, 2005 the sale was completed and the name of the property was changed to The Grand Sierra Resort.”

http://en.wikipedia.org/wiki/Grand_Sierra_Resort

Thoughts?

- Another take on the this $150,000,000 figure is that the Cremel Group (which owned Relm REH) previously owned a part share in either one, or both, of the properties mentioned, namely 1300 Market Street and GSR. These are the only two properties actually mentioned on the RELM Website, GSR is mentioned in the organization box and inferred through the written description of the hotel.

Previously on the RELM website it stated (now in the i-Box)

“If and when RELM secures short-term financing to cover up to 80% of the real estate value, RELM will then be required to secure the equity up to 20%. The short-term financing will come from an Independent third party lender. RELM will enter into long-term notes to receive funds over a 12-month period of time from the inception of the long-term note. The long-term financing and short term financing are expected to provide 100% funding for each of the RELM owned LLCs. The revenue from the LLCs will be used to help purchase and make investments in other real estate projects.”

We also know:

“RELM’s has signed a purchase contract to acquire a 68,000 square foot office building, and signed a letter of intent to acquire a 27-story 1995 room hotel which is conditioned upon financing. Both projects have closed on the first phase of financing totally $682,400,000 using convertible preferred stock of the Lender, which is a commonly controlled company. The second phase is expected to come from an independent third part lender providing up to $175,500,000 in short term financing.’

Now:

20% of $682,400,000 = $136,480,000


Well $150,000,000 (c. 20%) is ‘around’ this figure above.....is there a connection?:

Now remember, “The long-term financing and short term financing are expected to provide 100% funding for each of the RELM owned LLCs. The revenue from the LLCs will be used to help purchase and make investments in other real estate projects.”

And, “The second phase is expected to come from an independent third part lender providing up to $175,500,000 in short term financing.’ This to me the financing to free up the original c.20% downpayment/ deposit + some more for improvements imo……that would enable 100%, through both long and short-term financing as stated above…...and is probably mainly for funding of improvements to GSR imo. See my earlier post on this issue:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=28029192

The Hotel was purchased for c. $400 million, the rest is for financing improvements imo. Originally on the ICCC website it mentioned the Resort Hotel financing as $400 million. This was the purchase price only imo, when changed to $672 million it included financing for improvements imo:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=27260372

So my thinking is this:

Cremel (Relm REH) originally needed 20% down/ deposit to purchase the buildings and the loans for financing improvements. That is the equity valuation for which RELM (previously MERL) exchanged $150,000,000 in preferred shares for i.e. the actual company valuation in terms of net worth or book value imo. There must be some deep pockets involved with Cremel imo to come up with this short term funding or alternatively HCPC have assisted in raising this funding? Relm REH is only worth purchasing for $150 million by RELM if it has assets of that value. For it to have assets of that value, it most probably has secured 20% of the property assets/ loan funding in downpayments/ financing from somewhere. The purchase then of the Relm REH by RELM from Cremel enables the company to go public imo, whilst the Directors of Cremel retain shares, both common and preferred in RELM imo

GLTA