Bankruptcy Law
posted on
May 07, 2010 09:47AM
In Chapter 7 BK
I finally found some OK sites to read up on Bankruptcy Law and got a few of my questions answered.
If FG can find a company who wants to merge with them, their NOL is good for 20 years going forward (law just changed, it use to be 15 years). So if a company thinks it may make a profit in a decade it may be worth the merge. The law states that after the chapter 11, former "owners" must still own at least 50% of the company after the ownership change.
"Owners" are defined as owning the debt for at least 18 months before the change. Owning the debt, can mean a stock holder or a creditor. After the change the creditors can not own more than 5% of the company for at least 3 years after the change.
So if FG can merge with another company wanting the NOL, the FG SHs can only be diluted by 2X. If Platinum, say, wants FG's NOL it could try and gather all the creditors (>18months) and reorganize. Worse case the SH's would be diluted to about 20% ownership, if they still want the NOL. But that limits Platinum and Lakewood to only 5% each. Is it worth it to them? Maybe they could lease the property at a steep price (but that would not take full advantage of the NOL). Or issue stock options at half a cent not to be used for 3 years? I don't kow if this is a plausible scenerio.
If the 50% ownership is not kept, the loss that can be used is 4% of the equity during the month of the change. Usually for public companies it would be the market cap for valuation. That 543k times 4% a year. That ain't worth much.
I still don't have answers for the scenerio if, the secured creditors want to try and reopen the mine and not just sell it. If they just sell it, they don't have to deal with the unsecured creditors. But what I have read so far, it is VERY easy to prevent the SHs from any money from the secured creditors collateral. But not the unsecured creditors. It looks like they do need to be dealt with. Though they usually get well below what they are owed. But it could release what is left of FG from some of the USC's liability.
Looks like May 11 court date has not been postponed or cancelled. We may find out more then.
-Y