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… except customer lists are included in Cine case are included as other intangibles within goodwill … so same net effect, couldn’t care what they call it intangibles or goodwill … it’s the same in Cines case … and has a value and bargaining value

Hexam, may I point out (not trying to pick an argument with you), having just looked at note 12 goodwill to the accounts, “other intangibles” are defined within “goodwill” as “customer and studio relationships”, in the former case read across as “customer lists”

In both cases, what potential buyer would not want these items (none) that’s on top of whatever intrinsic value other aspects of goodwill have to the buyer / seller.

For this element of the transaction it’s no different - in principle - to say a dentist trying to sell his/her business, their assets may have a book value of zero but their patient list may be worth thousands

Hello Hexam, it’s a while since I’ve got my IFRS textbook out on either goodwill or intangibles, or reconciled back to the accounts.

The creditors lawyers from memory asked themselves “is there bargaining power to goodwill” which can be replaced by their now reference to intangibles and licences, customer lists and whatever else they wanted reconciling to intangibles in the SOAL.

So they must have attached these things - whether intangibles or goodwill - have a value. In the creditors mind, and mine too, Cine could have paid hundreds of millions for customer lists as part of the transaction, wrapped up in some other figure, and had a book value of zero when they bought Regal, generating goodwill

In any event book value of assets is near irrelevant in valuation theory’s it’s NPVs, Enterprise Values that’s the cut and thrust of it with a few other core assets or core liabilities thrown in. Would they for example make adjustments for hedging transactions in any purchase offer, maybe or maybe not

So in principle the point I was arguing about goodwill or intangibles having bargaining power still stands. Otherwise why would the creditors ask the questions they have today, why bother if not

Oops .. the 97 page PDF in here dated September 9

And where the register of charges were on what looks like some of the DIP Loans

https://s3.eu-west-2.amazonaws.com/document-api-images-live.ch.gov.uk/docs/_foMj2HW4LtRKWzbymGCEQqeMnkS0GIDlHpYBY50azQ/application-pdf?X-Amz-Algorithm=AWS4-HMAC-SHA256&X-Amz-Credential=ASIAWRGBDBV3EJJIOPEQ%2F20230202%2Feu-west-2%2Fs3%2Faws4_request&X-Amz-Date=20230202T204157Z&X-Amz-Expires=60&X-Amz-Security-Token=IQoJb3JpZ2luX2VjEGQaCWV1LXdlc3QtMiJHMEUCIQC3wRbtygo%2FAUiAZeuTYmahqEuDdxoFJIkI1gIdkQ1ZLQIgdpXIAkRWloXGSHukEX3svvZPESONH5GQcrt%2BPmBb7Tkq1gQI3f%2F%2F%2F%2F%2F%2F%2F%2F%2F%2FARAEGgw0NDkyMjkwMzI4MjIiDH%2FHca4HDze0aVqtNSqqBMTQBW9Iriz3YYH1Zvff97tHqYVwQtUmQJ0gKQ9Xezct4sX%2Fqq09f1aA0%2Bat44PUN9YpjK57vcv1mt2oSp605D%2Bbqo3dbcJ208RzgtYqBZ6eAUB%2BvI2GtXthWdGaWqbVZHX4QfKJnHvK1btHX4lia9raSVD0hNTGPcYJKE084rX152K4goyej8fwzMjVrYtzqgbYRzJoGn4C9eTZIEUXvaWzzxxeDYpDL%2FyKME0di4j6ry%2Fhxm%2B4%2Bl3vTqCPsgnyfIC3jE4rLAGNOuYqoTAqTF1lTQaCCe6a3A3VxisyuRW6pRDTqJlURlvY1gfkD%2Fb9a1Crg%2FQHwOQfTfpQ9Y%2BOWVgwfmU8g38SWYNsQ3crcNjVLkk9nB2qCNN5tDLigap%2Fja1GzEtUVtxMXyjG4tPVyB0cB4dwDwRCSXATcAjx%2BmRyoxPKF0i9%2BO6QzFPQz2q8iTtNKYC2Vy6yMcgPQc5hfSiRM8HCPqeVklrNLkgGiDCelhM%2FVCxlTmlguIsj4BFskkBgQqisx6Ku2Gq7mt%2BXcQQlQv4GZ5iGIKPb9dBS%2FDoaaDg2%2FIomYblLNYWVFuDvZWMIWUGRcioLz4ZRWBHdJbkGC8n245mRnH%2B9dfZU0zUP5YPcm8RDQBAIIiQveHc6MgW6mvMqig5FBFnoaqaOKtuvHshViGjNDY5CzLqZ6YBXbVKk4bq%2FZchke3bkWhP5bkL6luKHAALkIFRwh%2FvugogRSaFhquFGrLfnMOCd8J4GOqkBZMg2Gf%2F1XPIhURYXDXix8Qb2VIwKnNzddL%2BDPtbyMEdjGsH1NGKrEyjiiwRFWF12Gmempclv7fubJfE7LLofSr0mQUnZ3Iy4QVPKEELQk0Bg0dh6awHpAeWyL0axh6qcK26ruchs%2BYT7TYRNBoBGbD0W4AVyLwnFoA%2BFgui7SPKbAX38pE3pT9f6QQNSYknJ7XMewxZ0eKJ%2Bg6WYg16LghQF6Uoi%2FPI1YA%3D%3D&X-Amz-SignedHeaders=host&response-content-disposition=inline%3Bfilename%3D%2205215839_mr01_2022-09-29.pdf%22&X-Amz-Signature=8db336de6af1e065ac412b521f7a4690f60033acf7623aa513b2b85d260cc84f

Every good bean counter loves a set of accounts at companies house, here is Augustus 2 Limited. It looks like these are where a lot of the liens and charges are, where a lot of the investments are and where a tax of the tax losses are

EY will be all over this like a fart in a biscuit tin trying to come up with the optimal structure to outwit the creditors with putting debtors cards on the table

https://find-and-update.company-information.service.gov.uk/company/05215839/filing-history

I think that is a possibility on the $293m Wolff, good suggestion

This docket is a major throw of the dice by the creditors in coming up with a near final request list one would imagine and after tens of thousands if not 100m hours of trailing through information…

Correct, it says intangibles, a type of goodwill as you indicate, but also asks for it to be linked to intangibles in the SOAL.

Cine could easily have paid (say) £50m for (say) licences or even more (say) $200m for customer lists of (say) 50m customers across the USA (say) $4 per customer or whatever per unit figure it averages at. Those “lists” could be easily have been in the books for $nil when they bought Regal, so are goodwill

Equally what about all the telephone numbers and customer emails they have captured since buying Cine?

So liquor rights are not transferable then Wolff and customer lists that the new Co will want (their email lists they use to market to customers) are not transferable and new co will not want them and they just go in the bin?

I think not Wolff!

Wrong Wolff, again. I’m perfectly aware what goodwill is and don’t need an education on that, try reading the references to the paragraphs I gave you and then critically analysing before shooting from the hip as well as why their advisor earlier asked questions around it. If it’s irrelevant why would they even bother asking for more details on it.

Wrong, wrong, wrong again but I’m getting used to that from you now.

Wolffie/Hexam I know you dismissed this as not applicable / wrong but it does in fact seem the $4bn of goodwill has bargaining power as the creditors are asking in their requests who has the liqueur rights, customer lists, screen agreements and how that is linked to intangible assets in the statement of financial affairs submitted to the courts … requests 33-35 in todays docket

.. A nice bargaining power to have …

https://cases.ra.kroll.com/cineworld/Home-DownloadPDF?id1=MjM0NTQwNA==&id2=-1

Wellington having thought further on it, and the creditors wanting answers to their questions by 15 Feb, day before close of first phase marketing process, they are sufficiently in the know in all reality to know that a sale is coming to give them enough time to get their ducks in a row by the end of February when any binding bids are due and the deadline of 2 March to file plan and disclosure statement with the judge …

Wellington, I would agree with the scenario you suggest as likely not totally off the mark, add in the tax losses point that I have often banged on about as being worth something to us shareholders

Some request in that docket today wanting “every document or communication pretty much existing anywhere” for the last 4 years since 1 Jan 2018, wouldn’t fancy being the unlucky chap or chapette who has to find that

It also includes any and every communication between Israel and Mooky on the cineplex termination deal, which by definition includes texts etc

Wolffie, this one is for you … sing along now …

https://vm.tiktok.com/ZMYFXE3E7/

Good summary lmulhare, how sure are you of the position you set out?

Nope Wolff, would just have expected a sensible answer to the question given you are “the man” (or woman) for these type of things, I’ll try again

Why would debtors advisors acting in a corporate capacity advise on inheritance tax and spend a heap of time doing so … who is this relevant to and why?

Wolffie, I’m not that thick to realise mooky has the capacity to take his own advice, more I was seeking sensible, credible views why the debtors advisors are majoring on talking about inheritance tax loans, even within a trust.

Wolffie, seems you are having a bit of a lovein with IanH, who would have thought! But your correct IanH is a tool … overinflated ego for the intelligence he hasn’t got … Bye Bye Mr Tool!

I know Wolff, just think it odd corporate advisors have got this on their brain as it has to be relevant to all shareholders, they even get more clever than that by suggesting an “inheritance tax loan within a trust” which then leads me to thinking about doing something with mookys 20% and if upto 70% are PIs like us, they can structure all shareholders out of the game somehow

Hello Wolffie, why would slaughter and may, and EY, be doing work as debtors advisers for something called “inheritance tax non recourse loan” ie corporate advisors doing something on a personal tax matter

Maybe advising buy out of shares via a long term loan is the only sort of thing I can think of. (Docket 1256 page 80 area)