Member Info for deepjoy

The sad part of all this for me was that if I (or others) had been bothered to look in detail at Acacia's filing once the rumour started of them aquiring links Fund holding a few days beforehand we would have had clear red flags staring at us!! Lesson there for me again....

On 18th November 2019 (SEC filing) Acacia entered into a Securities Purchase Agreement with Starboard Value LP and certain of its affiliates pursuant to which Acacia issued Convertible Preferred Stock and warrants. Importantly, $365 million in senior secured notes were issued notes (due 2027). This was used to buy woodfords holdings but, once triggered, it attracts a 8% annual coupon rate!! We know this because the wording of this agreement was thereafter changed by the affect of the supplemental agreement I referred to yesterday - from ‘escrow account payments’ to the ‘approved Investment Proceeds’ referring to the escrow Account for certain criteria once £35m in cash was deposited.
It appears that once this had been done and to the benefit all parties Starboard, it’s affiliates and Acacia could thereafter designate suitable investments or acquisitions as “Approved Investments” and purchase some of the shares in orph in preference to, and foregoing the 8% coupon rate that would otherwise be outstanding on the covenants payable for any balance of debt on the Acacia loan. In effect, Starboard et al take up the option to buy stock as an approved investment and Acacia have a vested interest in them doing so to reduce their interest liabilities etc. Given it is Starboard and its affiliate we may have a number of holders/sellers but I am betting it amounted to 25m shares. No actual proof that this was actually done of course as no one is declaring anything...!!??

Not that it makes any real difference but I was like a dog with a bone trying to solve this so thought I'd share.
Have a good weekend all. DJ

Yes it looks that way. Anyhow good luck everyone lets hope they bug off soon and let the affected companies breathe. Cheers all DJ

Nolupus... I am not invested here but I do hold orph shares and so we share a similar problem. I have a theory on the block sell trades seen in orph that would equally apply to SNG. I'll post here just for info as SNG are also covered by the below :

'We know Acacia issued a TR1 disclosing they had 13m left a few weeks ago now and yet we have a clear overhang. I agree with the majority view that Acacia are out. However, given they took possession of 38m shares on the 5th june and one working day later disclosed they only had 13m then some entity took possession and it would appear have been selling ever since (at a seeming loss). I think the 25m went to Starboard value LP (in the US) as part of a warrant agreement between them and Acacia from 2019 ans Fed 2020.
I note that Acacia research corp website has an SEC filing section and within the current report (25th June) there is copy of the agreement to aquire the Woodford holdings. Of particular note is the existence of a supplemental agreement exhibited to this filing which sets out the escrow payments Acacia have to make to Starboard for their historic warrant deals, and specifically with reference to the Woodford deal.
Within this is the following :
For purposes of this Agreement, the following definitions shall apply:
(i) "June 2020 Approved Investment Escrow Release Amount" means, with respect to any given June 2020 Approved Investment Escrow Release Event as defined in clause (I) of the definition thereof, the amount of cash as specified in clause (II) of the definition thereof.
(ii) "June 2020 Approved Investment Escrow Release Event" means, as applicable:
2

(a) (I) the consummation of an Approved Investment occurring following the June 2020 Approved Investment; then (II) the amount of such Approved Investment;
(b) (I) the Company's receipt of written confirmation by or on behalf of the applicable Starboard Fund that it has properly received shares of Common Stock issuable pursuant to an applicable Conversion Notice; then (II) the Stated Value (as defined in the Certificate of Designations) attributable to the Conversion Amount (as defined in the Certificate of Designations) as indicated in the applicable Conversion Notice (as defined in the Certificate of Designations); and
(c) (I) the Company's receipt of a written notice by the Designee electing to effect a voluntary release of cash; then (II) the cash amount specified by the Designee in such election notice.

**conclusion for consideration -Section B above strikes me as meaning that Starfund can take settlement in the form of common shares in Orph or any of the other companies sold in lieu of cash payment. Therefore would be logical to assume that Starfund got the share purchase very cheap in relative terms.

This is the sixth time in four weeks we have been taken to these levels. Clearly the MMs have no retail buying market to hold the price up anymore (which is understandable given the amount retail have already bought) OR they are letting the price drop after reaching order limits to acccumulate shares. No way of knowing for sure but my hunch is the former. I am prepared for a decline to a level that might attract new retail or temp Institutions as this is a relatively short term problem in the scheme of things. Only problem i can see if the US markets being closed today so for me I am switching off for today, after all as the saying goes - its the time in the markets not the timing of the markets that give total returns. I am down now but defo not out. Have a good weekend all

others may know better, but I think it was a delayed report sell, but one first misreported as a buy then cancelled . The net position wuld be minus 170k so I think that is what has happened....

I remain optimistic here. The MMs aren't making any margins on today's trades and on the positive side we either have a seller with a clear 11.8p floor or one that isn't in a hurry. My money remains on the theory that the seller being Starboord LP but can't confirm that as they don't have to file the required 13F US holding report till Mid August by which time they will be long gone if it is them. I think we are at the bottom here but how long we stay there is a guess.
Bought more and now skint in cash to wait and see time. GLA

Jimzi - I'll have that.. we can agree on that small point at least. Cheers DJ

Numpty no probs - I like a mystery and before people have a go when i say at a discount 12.2p on the day (5th June), I mean given the SP trading range that day nothing more..either way hope it helps..

That is what I thought.. basically buy 25m Shares in Orph in lieu of exercising debt warrants in Acacia and what ever coupon they were at. Is it is this they would be in the money no matter what the orph SP was . Not a legal eagle but the whole supplemental agreement is worth a read..

I am not saying this is what happened but it would appear to me at least possible given the terms.... any constructive thoughts welcome? Only trying to help the debate

I've spent a couple of hours this morning trying to decipher the terms of the purchase agreement for Acacia. Why ?I only did not not to revisit old ground but to try to establish whether there were any clues around the mystical 25m trade on the 5th June, which has not been TR1'ed but had a sale price of 12.2p.
We know Acacia issued a TR1 disclosing they had 13m left a few weeks ago now and yet we have a clear overhang. I agree with the majority view that Acacia are out. However, given they took possession of 38m shares on the 5th june and one working day later disclosed they only had 13m then some entity took possession and it would appear have been selling ever since (at a seeming loss). I think the 25m went to Starboard value LP (in the US) as part of a warrant agreement between them and Acacia from 2019 ans Fed 2020.
I note that Acacia research corp website has an SEC filing section and within the current report (25th June) there is copy of the agreement to aquire the Woodford holdings. Of particular note is the existence of a supplemental agreement exhibited to this filing which sets out the escrow payments Acacia have to make to Starboard for their historic warrant deals, and specifically with reference to the Woodford deal.
Within this is the following :
For purposes of this Agreement, the following definitions shall apply:
(i) "June 2020 Approved Investment Escrow Release Amount" means, with respect to any given June 2020 Approved Investment Escrow Release Event as defined in clause (I) of the definition thereof, the amount of cash as specified in clause (II) of the definition thereof.
(ii) "June 2020 Approved Investment Escrow Release Event" means, as applicable:
2

(a) (I) the consummation of an Approved Investment occurring following the June 2020 Approved Investment; then (II) the amount of such Approved Investment;
(b) (I) the Company's receipt of written confirmation by or on behalf of the applicable Starboard Fund that it has properly received shares of Common Stock issuable pursuant to an applicable Conversion Notice; then (II) the Stated Value (as defined in the Certificate of Designations) attributable to the Conversion Amount (as defined in the Certificate of Designations) as indicated in the applicable Conversion Notice (as defined in the Certificate of Designations); and
(c) (I) the Company's receipt of a written notice by the Designee electing to effect a voluntary release of cash; then (II) the cash amount specified by the Designee in such election notice.

**conclusion for consideration -Section B above strikes me as meaning that Starfund can take settlement in the form of common shares in Orph or any of the other companies sold in lieu of cash payment. Therefore would be logical to assume that Starfund got the shares , not only at discount on the day (12.2p) but were in effect well in profit by executing a previous warrant held in Acacia. That may explain why they are in the money selling at this

well apart from the fact they are commissioned to do it but that is a small point :)

I really tried to critique that article Demon (from the bear perspective) but can't. I think it is one of the best summaries I have seen of the situation. Thanks for sharing :)

Anyone got an idea of the current EMS range? I don't have L2 atm...

Ricky /bronx... I think he/she was just being sarcastic over a three day period. Seemed to me to be a reaction to the obsession with Acacia by some people on the board. I took it that way, and for what it is worth as a lot of Andino's posts are clearly indicative of some real insight overall. IMO

For the last time .... A TR1 is required in a UK listed and UK based company at 3% irrespective of who the holder is and where they are based in the world !!!! you arrogant prat END

Northsea....I think the share holding section you refer to is misleading . As for example AJ BELL asset management arm is shown holding 2.19% but that holding is the shares for individual retail investor accounts using their platform. I think any such reference in the others listed as 'asset management arm' is also indicative of brokers with retail investor client holdings. Happy to be proved wrong but I think it is that tbh. regards DJ

The simple answer perhaps would be that at the time that the deal was signed it was an exclusive agreement (as it was the first in the UK). Had the RNS stated something along the lines of 'exclusive rights' to the technology then i think we would have reason to be upset, but as things stand, given that Honeyman group seem to have their lab services based in county durham, I can't personally see the problem. Plenty of demand there to be met and London area is where Cathal kept talking about for big businesses.

25m simply Sold but never disclosed via Tr1 but out there somewhere and 13m overhang has caused The sp decline from 14.8p and continual churn for three weeks ....I don’t think so but we’ll leave it there as we will never agree..