Replies to post #406 on Bravo Brands Inc (fka BRVO)

[mcmike]

nice comments...but BRVO has 300mill shares authorized not outstanding and not clear why all authorized have to be issued before a takeout
Your ending questions are great and right on point imvho

here's my annotated post referencing RB posts:

A Ball of Confusion thanks to CCE: please read the SB-2

Comments on previous posts:
noonan0 #7312 I agree that the float will be reduced. Had all of the 55mill shares registered in the SB-2 been sold the # of shares outstanding would swell to 119million.

If you read the terms of the C/Ds you will consistently see the following language: "The selling stockholders have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock."

If you look at pg.37 you will notice that Amro Int'l., Keshet, Alpha, Mid-Am, Explorer Fund Mgmt., Longview Fund, Stonestreet, Whalehaven, Longview Equity Fd, Longview Int'l, & Gamma Opportunity are all 9.99% beneficial owners.

Some of these folks have shares and warrants that would have to come into the float were it not for CCE's offer. These financiers get a liquidity event without diluting their current interest.
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ritcherich #7370 It isnot clear to me what CCE thinks they are getting for $38M, but it is inconceivable that Roy would give the company away at .25/share. Also I think you are confusing Authorized shares with outstanding shares.

I spoke with Jamie from OTC FN 10days ago and asked him to ask Roy what the current O/S shares were and how many wts. had been converted from the June filing. He did not get back to me, and it is conceivable that negotiations with CCE and the institutional holders began quite a while ago, thus his silence. Jamie did arrange for me to get some Slim & Pro Slammers which are not available in my area yet.
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marketsectorwatch 7404
sounds good, but i'd like to see more facts behind your well-reasoned conjectures and how you explain CCE's 38million number which Lehman evidently has adopted as their outlay for 50% control
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been burned before #7480
If Lehman thinks that BRVO can do 90mill in sales next year on 135million shares outstanding is it logical that Roy is going to give CCE a majority stake at .25/share? I wish i followed your "fully diluted" logic, i really do!

http://www.growco.com/gcg_entries/fullydiluted1.htm

I think fully diluted doesn't mean 60odd million but more like the 119mill assuming full debenture & warrant conversions. care to recalculate?

Further comments:
In my area BRVO has nowhere near the slotting power of Nesquik and Hershey. Having CCE on board will change that.

Terms of the master distribution agreement which give BRVO slotting power seem like a big unknown. References to marketsectorwatch have been made on this thread, but for the life of me, how could he know these kinds of things unless he is on the inside?

More clarification is certainly needed. CCE's "options" may or may not be exercisable at .36/share. I expect a followon PR from one or both entities soon.

p.s. i could not ascertain that my post ever posted on RB..oh well..