Member Info for ElvisRocks

Or put more simply, without NOL Motion triggers DIP unable to access tax losses (and indirectly under bankruptcy law ability to “trade in equity shares they don’t own”). Triggers an offer to shareholders at least the size of the tax losses plus / minus a few other factors. All parties have an exit strategy, Cine survives as a private company. Free 7-bagger to 35p over a year time frame.

Thanks Elvis … no problem Elvis says …

Hexam … wise up and can you do me a favour please noting the following is crucial

1. Look at the General Motors NOL, first page where it says something like “trading in GM stock could several limit DIP to use tax attributes”

2. Now look at docket 669, first phase work done by EY, looked at tax attributes etc, you don’t really need to do the link to Phase 2 tax work but the link is there

3. Now search for NOL Motion etc in lawyers letters

4. Now search for word warrants or options in the accounts

5. Next doesn’t Mooky own about 20.2% with his next 9.9% takes him above the 30% to make an offer

6. He has then lined up his mates (or other shareholders), who he then sells the 100% to private equity etc via a back to back

7. Mooky then has an exit strategy, lenders stay at arms length (with some acceptance for dilution). Private equity take control, Cineworld is now private and lenders also have a post transaction exit

8. Cine still has to offer something to other shareholders… that’s where FCA, Investec and Takeover Panel come in

Mega size loans isn’t really the issue, it’s how there are (above board) exits for all major parties.

Job Done

Amigos … big announcement coming tomorrow courtesy of Elvis …. who thinks (pretty sure) has worked out what is happening by joining the dots …. don’t go filtering me now ….

Hey Mr Wolffie, now that you didn’t phone the judge to say perjury was being committed (ie the lawyers bill, now EY Phase 2 tax work), please enlighten us on how the General Motors NOL will apply to Cine, particularly the paragraph around holders of >4.5% of equity stock and those with options and warrants … you know who Mr Mooky… and how equity placings or prospectus work

The accounts say Mr Mookys warrants are exerciseable I think at 41p upon a change of control and he would be able to command a 9.9% dilution …

So my current thinking is offers - via the Takeover Panel - about 90% of 41p, or 36p, that’s where we may be heading

The only whack a mole is you, you goon Wolff

So now, give it your best shot on NOL Motions under bankruptcy law Wolfster … cos that’s what’s going to happen!

Ya didn’t spot that one did ya Wolffie, oh Smarty Pants one Wolffie….

Hexam, NOL Motions have particular status in bankruptcy law, here’s how General Motors did it in the Financial Crises (I’m not that clever, just Googled it) … you can see half way down how they start to bring together different equity interests …

http://bankrupt.com/misc/gm_ipn.pdf

Hi Hexam, would disagree… back to the lawyers bill which said Investec (to the FCA / Takeover Panel) were proposing a NOL Motion (Net Operating Loss) motion to protect losses (which requires shareholder compromise) … Google it … all of this is wrapped up with other scenarios that will be run on change of control / ownership etc, and I think, also wrapped up with what Mooky may be planning (in concert with possible others) ie you can do a placing I understand to select shareholders at 20% of the shares, at 30% you have to bid for the lot unless there is the whitewash procedure

That’s why I think the tax work got quite a bit of airtime in the lawyers bills (and Investec) and this EY Tax Work is Phase 2 as the Plan or Reorg starts to take shape, all again linked to my view there won’t be a wipeout and we will rise quite a lot above 5p … in time ..

Amigos, what these tax boys are doing is advice (with numbers in each scenario) for either a change in ownership, equity or capitalisation under the Plan of Reorganisation…. but not valuation (which someone else will do) … this all will have to be cleared through FCA and Takeover Panel whichever scenario prevails

Ah nice one, office manager! Thank You.

https://cases.ra.kroll.com/cineworld/Home-DownloadPDF?id1=MjMyMDc4MQ==&id2=-1

This is so easy, the docket filed today for Ernst &Young to provide UK tax services on the Plan of Reorganisation… do you really think they would go to this length for the new company to be worth precisely Zero Pence

With hundreds of millions of tax at stake, worth multiple times the current market cap that shareholders have to vote / compromise on, do you all really think this is going to zero

… I’ll help you with the answer, two word letter, first one begins with N …

TakeAPunt, Patience and Office Manager, tut tut now … are you the Chat Rooms Big Swinging Dicks then?

… Patience, I think this is now you after your unkind post earlier, which one do you identify with or is it all of them?

https://giphy.com/explore/i-pooped-my-pants

Now now patience, be careful what you wish for, I won’t be sharing golden nuggets with you and will be sending you to the dumpster with sloppy KFC leftovers .. do you identify as a him or her?

Wolffie my love (given someone called us lovers earlier), serious question..

Docket 1078 seeks to extend the deadline for sorting out the leases yet further until July 5, 2023. Does this fall as part of C11 procedures and things can’t be closed until then

https://cases.ra.kroll.com/cineworld/Home-DownloadPDF?id1=MjMyMDA3Ng==&id2=-1

.. Wolff, we are therefore back to the lawyers bill I’m afraid which had lots in it from a shareholder / listing perspective which when extended (given Mooky holds 20%) could include all those things, if it hits 30% threshold with a prospectus to shareholders and whitewash procedure implemented….

Can’t wait to see the lawyers bill for November when it comes …

… Elvis is quiet this morning, wonder what he is thinking / doing ….

Wolffie, think of it this way. How much are Group tax losses, bigger than the current market cap I would say. To save them, within a current structure, or newco structure within a scheme of arrangement, shareholders must compromise on all this wheeling and dealing (bean counter number crunching) plus there will be an element however big or small for other factors.

I would imagine tax losses are several hundred million and to keep everything intact is together a largish multiple of the current market cap / share price. That’s probably part of where the takeover panel come in plus what investec have got up their sleeve.

Head wobble? done that

Wolff reason a wipe out is neither a certainty or possibility is (for example back to those lawyers bills) is because shareholders have to compromise to realise the tax benefits (NOL Motion being drawn up) and they are not talking to the Takeover Panel about nothing, ie they are hardly going to approach the Takeover Panel and say “can we vote on getting Zero Pence please” …

Ok will concede that Wolff, the reference to stakeholders (and the lawyers bill) is enough for me there won’t be a wipeout of equity shareholders, everyone is taking a haircut but not wipeout, …. nighty night all.