well matt,
here are more observations/questions/comments than you might have wanted, but you asked (trying to be objective on assumption that your question is posed with good intentions and in good faith - but bear in mind, I am as pissed about the past as is, obviously, bobby misfit), and much of this might well come from any other "captain obvious":
what does acly have which would actually have value to PGPM? in evaluating this, what if company was unrelated and pgpm was being asked to provide $10,000,000 loan - is there anything there to back it up or which would justify such an "investment"? if there is nothing, then why renegotiate promise to pay when you know going in such will not in any way enable repayment or will not in any way accomplish repayment or the equivalent?
if there are assets to back it up (wells?), then need control over direction and use of such assets. i.e., might be worthwhile to take stock, if control over assets and use and application of proceeds goes along with it, if value of wells justifies. key is interest coupled with a power, because if the same shiftless people continue to control the "assets" (again, this assumes there are assets with value, which if properly administered woudl generate income), then controlling interest with power (interest coupled with a power) is a necessity. otherwise you are just sanctioning continuation of the same pointless (as relates to shareholders/owners) meandering without realistic hope of any changes (i.e., taking a time-out just to allow the other team to rest or re-group, and use the time against you).
so, evaluate the assets (wells?) to determine which, if any, are capable of producing and generating income (and how much income). this goes hand-in-hand with the foregoing. i.e., a possible element would be to take those (or control of those) which would generate a profit/cash flow to be applied to repayment after payment of costs to get functioning. first, you would have to know (a) legitimate projections/reserves; (b) cost to put into operation; (c) how much would be expected to be generated over what period of time. even if wells have projected reserves equal to $20,000,000, if cost to put into operation is prohibitive or if net cash flow would be only $20,000 year (in which case, it would take 500 years to repay principal), why make any such deal?
if on paper after evaluation, it seems that an arrangement would be the lesser of the potential evils, and there is no other way to get anything - i.e., the get what you can option part 1 - get control necessary to enforce or assure plan will be adhered to. concurrently, get subordination of any other obligations or rights to repayment of pgpm/its shareholders - repayment comes first, distributions to shareholders comes second and PGPM and its non-principal shareholders (i.e. not prior management) have priority among shareholders (i.e., the preferred shares).
another alternative, would be to value assets, take those which you want, convert their value to present dollars, and reduce the debt by that amount, restructure the note to the balance remaining. i.e., get anything that pgpm needs to make itself viable, otherwise, all of this means nothing (get what you can option part 2).
get a downstroke, reasonable terms for repayment of any balance (including any of the above options), and enforceable (collectible) third party (individual personal or another viable company's) guarantees of repayment of such balance (get what you can option part 3). the consideration for all of this would be forebearance from lawsuit/litigation/collapse.
re: lawsuit route - assume you have consulted with attorneys - is there a basis for personal liability of the officers/directors who screwed acly, pgpm (and their shareholders) in order to personally benefit. first obligation of officers/directors is to owners and company - not to selves. if companies are or are left worthless, if misreps made to obtain investment, if value of shareholders investments was sucked out and put in individual's (or their separately owned companies') pockets, there is fraud, conversion, conflict of interest, improper distributions/misappropriations, etc., etc., which would be grounds for individual personal liability to company and its remaining shareholders. i.e., question is was there improper action here, or just ineptitude? even if just ineptitude, does it rise to the level of culpable negligence - even negligence can be basis for personal liability if actions done with reckless disregard for good faith adherence to minimum standards. If there is a basis for personal action, then are the individuals responsible collectible (who are those responsible)? Lawsuits just because you are (rightfully) pissed, are expensive, and when there is no chance of recovery the attorneys still must be paid. A good indication is whether a legitimate and experienced law firm would be willing to take a corporate fraud case on a contingency fee basis (they will look at the above factors to determine willingness to do so - bottom line in all of this is "show me the money"). in any of this, do not give any waivers or releases of personal liability, unless you are otherwise fully secured or assured of recovery to the utmost - personal or corporate liability based on fraud or tortious or illegal conduct is not dischargeable in bankruptcy.
in short - get the money if possible, if not, get the assets if any with value, give up concessions only equal to value of what received (calculate reductions only on if come as actually received), provide for drop dead date on any repayment obligations, get any repayment obligations personally secured and secured by the assets in return for any forbearance, and don't release anyone until satisfied to the extent willing/agreed. you need to really do your homework and attend to an organized evaluation of facts, not conjecture, in order to make the right choices here.
anyway, again being captain obvious, if you would just be getting shares in co that does not report or act properly, without requirement of accountability and satisfactory and locktight plan which must be adhered to and under which repayment is feasible and controlled by you, and if there is no benefit or meaningful return on the horizon, if there are no assets which will make a difference with a value justifying giving up options in return, then shares, restructuting, concessions are worthless except for what you actually put in pgpm's pockets up front - shares of nothing = nothing, and you are not giving up anything of value by refusing to take shares which will never provide a meaningful return (paraphrasing eminent philosopher Dr. John - nothing from nothing is nothing). if such is the case, eliminate that from your options. you do not want to throw good money after bad.
also, just curious, and would appreciate some reply on these:
(1) who legally controls pgpm (i.e., who owns the majority of shares) - us (the misfits) and other outsiders, or r.p. and the former management? i.e., who do you ultimately answer to?
(2) same questions for acly?
(4) is there a basis for personal liability against any prior principals which could and would be pursued if none of this works out (on what basis, who, and are they collectible)?
(5) what does acly have that pgpm needs to assure its survival and viable operations/return to shareholders? is there anything of real and current use and value? if the answers to (4) and (5) are "no" and "nothing" respectively, i have just wasted the time it took to type all of this.
(6) what would be the cost and time frame of putting any wells into operation, and what is the calculated return?
please keep us posted on your decisions and rationale, and any related developments.
the foregoing is just personal/general observation based upon general considerations. it does not consitute legal analysis or representations or counsel or demand for action (other than to do the proper, right and legal thing in the interest and benefit of pgpm, and of equal benefit and interest to its collective shareholders as a group). i do not know or pretend to know the underlying facts, and any suggestion that i do or any suggestion that i know of actual impropriety on the part of any person is only conjecture and is unintended (other than the fact that i have owned stock in this company for years, have received many representations purported to have been made by r.p. (via press releases, company website and emails) which were shown to be blatantly untrue, and like most humans, do not like to be lied to or taken advantage of. my fingers are sore, so i am done; i am not taking the time to spell-check or proof read this, so please forgive any errors.
good luck to us all. i will send some reiki your way.
misfit laz
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