Saturday, August 06, 2011 11:23:23 AM
First, if they have a "relationship" instead of a merger, EnableWare is not saddled with the liabilities of RLTR, both to the government and otherwise, and RLTR doesn't lose its NOLs.
So, EnableWare either makes a loan to RLTR or guarantees a loan in some way fashion or form. (I assume part of these monies is a loan from EW convertible into stock).
Then, EnableWare, its owners, employees, their families, friends and acquaintances buy the stock of RLTR in the secondary market or through a private placement. (Not a large amount by each party to trigger the 5% rule). Thus they already have a percentage ownership and maybe give the invest in RLTR a little bit of money directly so that RLTR will have some more capital to work with that is not subject to loan provisions.
EnableWare then signs a deal with RLTR to handle all the technical part of the operation. Thus, whatever investment they made in RLTR comes back over time. In essence, all they are doing is providing the services. Although, if done properly, there is no actual"for services rendered". EW lends and invest in the one hand, and the services deal is separate and based on its own factors.
RLTR either pays the content providers in stock, cash or a combination of the two for the old debt. The content providers may invest in RLTR. A new deal is struck.
Bev is in charge of acquiring content and making the deals. EnableWare runs the website and all the related technical issues. MG takes care of the marketing and over seeing the operations.
It seems like a great way of getting around the issues. Long term there would be some dilution depending on how the deal with EnableWare is worked out. For example, turning a loan into stock, etc. Otherwise, we could be home free for a great run.
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