Potse
3 년 전
RM structure: extremely disappointing.......
The 8-K does not provide enough information to determine exactly what the share structure will look post-RM. For example, will Ross Dimaggio sell some of his position to the RM target as part of the deal, or will he just retain his full position and the current 29,034,000 outstanding shares will represent the 6% legacy position?
I am generally comfortable with either scenario. About the only scenario that would potentially give me a big negative outlook here is if there were an extremely unattractive financing/dilution prior to AmeriCrew receiving its 94% of the common shares.
I just finished reading the 8-K that details the completion of the reverse merger. Not really sure why Ross Dimaggio chose to make this RM so complicated and confusing with all the machinations involving preferred shares. It sure seems to me that this reverse merger could have been accomplished in a much more direct and simple manner than the way it was done.
I don't think any filing has ever made me more disappointed and infuriated then this filing. Maybe there is some aspect of this reverse merger structure/play that I am completing misunderstanding. Or maybe I am just not focusing enough on the bigger picture. But all I know is this PHBR reverse merger is a pretty bitter pill to swallow at the moment.
As I mentioned in my previous post, the only thing that would turn my thoughts negative would be pre-merger dilution. Unfortunately, that is exactly what we got. Ross Dimaggio issued himself more than 62M shares (on a preferred share conversion, pre-split basis), which of course significantly changes the numbers/structure of this reverse merger compared to the rough calculations I had made in my previous post. It makes this investment much more fundamentally expensive and unattractive.
Frankly, I am a little surprised that Dimaggio did this. And equally surprised that the management of AmeriCrew thought the Dimaggio share issuance was an acceptable idea. This turned out to be a pretty expensive shell for AmeriCrew. When you factor in the $300K that Dimaggio will receive when the company completes a financing, plus the value of those 62M shares, the PHBR shell basically cost AmeriCrew at least $2-3M.
I'm pretty sure the reverse split ratio will be 1:100, since that is the ratio that appears in sections of the filing that mention the 8.6M warrants that were given to some of the AmeriCrew management (exercisable at .02 cents, $2 post-split).
Potse
3 년 전
splintered sunlight...finished accumulating my position......
Thoughts Potse?
Picked up another 20K at .08 and below today to finish accumulating my position (a little over 611K shares, average around .0804 per share). If I did not already have a large position, and was not trying to use my available capital for additional entries/accumulation of other shells/situations, I would probably be interested in increasing my position in the PHBR shell around this 8-cent area.
Legacy shareholders will retain 6% of the post-RM company. I consider that quite good, especially considering that other Lazar-related shells have often retained significantly lower percentages than that.
The three main management figures at AmeriCrew all look impressive to me. In particular both CEO Kelley Dunne and CFO Keith Eckert have shown the ability in the past to attract significant sums of investment capital. During his first 4 years as Co-Founder and CEO of DigitalBridge Communications, Dunne as able to secure $90+M in equity/debt.
https://www.linkedin.com/in/pdunne1/
https://americrew.com/2021/05/24/keith-eckert-cfo/
https://americrew.com/2021/05/24/brian-weis-coo/
A lot of investors will probably be turned off by the reverse split, but this post-transaction reverse split does not overly concern/bother me. My guess/hunch is that this new management is probably setting up the share structure with a post-RM RS for possible additional acquisitions, injection of investment capital, and possible move to a higher exchange.
The 8-K does not provide enough information to determine exactly what the share structure will look post-RM. For example, will Ross Dimaggio sell some of his position to the RM target as part of the deal, or will he just retain his full position and the current 29,034,000 outstanding shares will represent the 6% legacy position?
I am generally comfortable with either scenario. About the only scenario that would potentially give me a big negative outlook here is if there were an extremely unattractive financing/dilution prior to AmeriCrew receiving its 94% of the common shares.
Using the proposed minimum 1:25 reverse split, I think there is a strong possibility there will be at most maybe around 19.4M shares outstanding post-merger and post-RS. Which means at my adjusted cost basis of a little over $2 per share, I bought into AmeriCrew at a rough valuation of $40M. I'm generally comfortable with that, considering the kinds of valuations we are seeing investors pay just for pre-merger custodial shells here recently.
splintered sunlight
3 년 전
Thoughts Potse?
THANKS
8K out Friday
https://www.otcmarkets.com/filing/html?id=15013159&guid=gZDUkH8bvsl9ith
Quote:
On May 28, 2021, PhoneBrasil International Inc., a Delaware corporation (the “Registrant”) executed a binding amendment (the “Amendment”) to a non-binding Letter of Intent dated March 8, 2021 (the “LOI”) by and among Mikab Corporation (“Mikab”), Novation Enterpises, LLC (“Novation”) and the Registrant, which LOI sets forth the preliminary understanding with respect to a proposed reverse merger in which Mikab acquires control of the Registrant (the “Transaction”).
The Amendment provides that in the event that the closing of the Transaction fails to occur and within 12 months after termination of negotiations either or both of Mikab and Novation accept a proposal with respect to an acquisition transaction meeting certain enumerated criteria, or if either or both such parties accept such a proposal from a third party with which such party(ies) had communications within the 12 month period, whichever of Mikab and/or Novation accepts such proposal will immediately pay the Registrant a break-up fee of $75,000, or if both Mikab and Novation accept such proposal they will jointly and severally pay a break-up fee of $75,000 to the Registrant.
Prior to closing the Transaction, Mikab expects to acquire certain of the assets of Novation in exchange for one-half of the common stock of Mikab. The Mikab shareholders are then expected to receive approximately 94% of the Registrant’s outstanding common stock. Mikab and Novation are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to electronic vehicle (EV) charging stations. The assets to be acquired from Novation also focus on hiring, training and employing U.S. military veterans. The assets of Novation which Mikab is acquiring in the Transaction relate to this business, and Novation will continue its other operations after the Transaction, with Novation’s Chief Executive Officer expected to become the Chief Executive Officer of the Registrant, and Mikab’s President expected to become the Chief Operating Officer of the Registrant.
Following the Transaction, the Registrant is expected to change its name to “AmeriCrew Inc.” and approve a reverse stock split in the range of one-for-25 to one-for-100 as the board of directors of the Registrant will later determine, subject to approval by the Financial Industry Regulatory Authority.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Big Brother
3 년 전
8K out Friday
https://www.otcmarkets.com/filing/html?id=15013159&guid=gZDUkH8bvsl9ith
On May 28, 2021, PhoneBrasil International Inc., a Delaware corporation (the “Registrant”) executed a binding amendment (the “Amendment”) to a non-binding Letter of Intent dated March 8, 2021 (the “LOI”) by and among Mikab Corporation (“Mikab”), Novation Enterpises, LLC (“Novation”) and the Registrant, which LOI sets forth the preliminary understanding with respect to a proposed reverse merger in which Mikab acquires control of the Registrant (the “Transaction”).
The Amendment provides that in the event that the closing of the Transaction fails to occur and within 12 months after termination of negotiations either or both of Mikab and Novation accept a proposal with respect to an acquisition transaction meeting certain enumerated criteria, or if either or both such parties accept such a proposal from a third party with which such party(ies) had communications within the 12 month period, whichever of Mikab and/or Novation accepts such proposal will immediately pay the Registrant a break-up fee of $75,000, or if both Mikab and Novation accept such proposal they will jointly and severally pay a break-up fee of $75,000 to the Registrant.
Prior to closing the Transaction, Mikab expects to acquire certain of the assets of Novation in exchange for one-half of the common stock of Mikab. The Mikab shareholders are then expected to receive approximately 94% of the Registrant’s outstanding common stock. Mikab and Novation are each service companies engaged in the business of building a national infrastructure involving the installation of rural wireless telecommunication cables, upgrading wireless communications towers and going forward providing services to electronic vehicle (EV) charging stations. The assets to be acquired from Novation also focus on hiring, training and employing U.S. military veterans. The assets of Novation which Mikab is acquiring in the Transaction relate to this business, and Novation will continue its other operations after the Transaction, with Novation’s Chief Executive Officer expected to become the Chief Executive Officer of the Registrant, and Mikab’s President expected to become the Chief Operating Officer of the Registrant.
Following the Transaction, the Registrant is expected to change its name to “AmeriCrew Inc.” and approve a reverse stock split in the range of one-for-25 to one-for-100 as the board of directors of the Registrant will later determine, subject to approval by the Financial Industry Regulatory Authority.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
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