Like your pricing...can we get the investment banking fee on this deal? You make good point on the MEDI price and I agree that it would be at $25 without MLNK interest.
If the MEDI "family" knows what is good for them they will accept a deal and stock in MLNK see theyir value grow with "tax-free" earnings and then expand...
Sentiment: Strong Buy
The entire group is showing:
"This statement reports an aggregate of 17,318,008 Shares, including 2,000,000 Shares underlying currently exercisable Warrants, constituting approximately 31.9% of the Shares outstanding."
Also, there is a clue as to how many shares HNH purchased yesterday:
"As of the close of business on February 10, 2015, HNH owned directly 1,180,967 Shares"
We know from the Form 4 filed on 2/9 that HNH directly owned 1,137,002 shares, so it looks as if HNH purchased another 43,965 MLNK shares yesterday. We may see a Form 4 filing later tonight. If I remember my SEC regs correctly, HNH/Steel has to file an amended 13D whenever their holdings change by 1% of shares o/s, or about 520K shares. That's why I posted on Feb 4 that I thought they'd be filing once they acquired another 175K shares or so. According to my figures, between Feb 4 & Feb 9, HNH bought another 185,469 shares.
Taut in my dictionary means "stretched tightly"...its an adjective...
You have used it as a noun...not sure what you mean?
Then again...you never make any sense. Are you from America?
If HNH is buying should we be grabbing as many shares as we can? I have added a few thousand shares this week but it seems HNH knows something positive...they are not buying at 3.60 to sell at 2.00.
Sentiment: Strong Buy
On 02/06/2015, they bought 54,500 shares at an average price of $3.6821.
On 02/09/2015, they bought 52,637 shares at an average price of $3.6866, which brings H&H's direct holdings total to 1,137,002 shares.
Good point. To clarify. If MLNK is bought out and there is a change of control use of the NOL is limited to the applicable long term rate for tax purposes (which is now around 3% I believe) times the NOL balance. This means that only $60mm of the NOL balance could be used each year with a corresponding tax benefit of $21mm a year. That times 10yrs est average NOL life means $210mm in undiscounted value or $4 a share.
If MLNK buys MED they can use the full NOL and there you have a +$10 a share value. without MLNK in the stock, MED would be $25 right now at best. MLNK was buying MED after terrible earnings last summer (filing a 13 shortly after) and now the expectation of a deal is the only thing keeping the MED share price up from what I can tell. I think around $35 a share is fair value on a buyout given the company's performance. MED is a very intensive turnaround story. Hopefully Steel is patient, they have been so far.
Is the NOL close to $2 billion at a tax rate of 34 percent that almost $700 million divided by 50 million shares outstanding....that over $10 a share...of course you did say conservatively....
I would not be happy if we paid 7 or 8 bucks a share for this deal...a 20 percent premium would be low 40's...if the family stays in the deal they get to see the newco gain from better management and the NOL
That is correct. If Med bought MLNK there would be a limitation on NOL use to around 3% of the gross amount a year or $60mm. The NOL with the S382 limitation is conservatively worth $3.5-4 bucks, using a discount rate around 500bps higher than 10yr treasuries. The math for MED is compelling at a $7 to $8 take out without the use of the full NOL. MED would only do this if they thought it would stave off Engaged and save their jobs. This is all speculation of course and I don't this this scenario is likely. Just a possibility.
sounds like you got nothing...of course I already knew that!
No thoughts...no support for anything you post...
Again...how does SP/HNH make a profit on the common and other common shareholders get left behind? You posted it...now back it up or shut up
Problem with your the MED buy-out is saving the NOL on a change of ownership...maybe the family will get a big piece of MLNK but SP wanted to have more...hence the buying at this time...
BTW must mean good news for earnings if they are pushing this now...
Sentiment: Strong Buy
Putting clues together, it does seem as others have suggested, that a deal is in a more serious phase of discussion. With that said a broad shelf registration like this one to offer primary or secondary common, preferred, debt and warrants is fairly common corp practice even when nothing is on the table or in discussions. It allows companies to move quickly should something pop up.
I am guessing that they are cooking a deal where they allow MED to hold a % of the proforma company. This and MED's unleveraged balance sheet would solve financing issues. I don't believe MED has a staggered board. An activist, Engaged Capital, is very aggressive and likely to offer up a board slate IMHO. They, rightfully think MED mgmt is awful and want mgmt out and/or the company sold. MED mgmt is entrenched with a lot of relatives of the CEO running around while the business deteriorates. Another spin would be MED buying out MLNK to avoid a proxy fight over its board composition. If they leveraged up and bought MLNK, it would really tie Engaged hands and keep them in their cushy jobs. I wouldn't think there would be any buying by Steel if they didn't think they could flip out of this at a gain in some way.
sounds like 555 is talking out of both sides of his mouth at the same time, again.
either the stock will go up or go down. how astute of you.
confusion to the enemy (MLNK shareholders) ....Right?
By the way, who writes this S_ _ T for you?
must be your masters...HnH / Steal
Cigar...please give me a scenario where Steel/HNH makes out better then the other common stockholders? I can only see their increased ownership as a positive and if they sell it would be at a profit...our share will increase with theirs...
What am I missing here?
now they're going to sell the shares that they just bought from the "small owners" that they just got rid of. wow, you need a score card to keep up. sell 9.5 possible shares out of 17+, more than half. well, something is a happening and I'm sure it's not going to be good for the ordinary shareholder.
zero trust in Steal!!!
There is a deal...even if they say no deal at this time...
this sell option is interesting....are they going for the quick score? Can they do a deal with MEDI and get shares back to them so they (the MEDI shareholders) really end up in control of MNLK with the NOL preserved because of the way the change of ownership rules work?
Could this be why SP has accumulated shares?
The last time this happened the price tanked...not here...someone understands what's about to happen...
Sentiment: Strong Buy
As of Feb 6, the prospectus shows Steel Partners Holdings L.P. with 17,010,050 MLNK shares (including the 2M warrants). I think I had figured something like 17.16M. What's interesting about this is that the prospectus indicates that Steel MAY "...may from time to time on a delayed or continuous basis offer and sell pursuant to this prospectus and any applicable prospectus supplement the shares set forth in the table below. The selling stockholder may sell all, a portion or none of the shares included in the table below at any time."
The prospectus shows 9.5M shares as the amount that Steel MAY sell, and goes on to say:
"The selling stockholder has advised the Company that notwithstanding its inclusion as a selling stockholder in this prospectus, it may continue to evaluate whether to make purchases of the Company’s common stock. Such purchases, if any, would be in accordance with the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. We may amend or supplement this prospectus from time to time in the future to update or change this selling security holder list and the securities that may be resold. "
So it looks as if Steel is keeping their options open.
I don't see much information yet, but this is from the filing:
Unless otherwise indicated in any applicable prospectus supplement, the net proceeds from any sale of securities by us will be used for general corporate purposes, which may include potential acquisitions and other strategic business opportunities. No material acquisitions are probable at this time. If we decide to use the net proceeds from a particular offering of securities for a specific purpose other than as set forth above, we will describe that in the related prospectus supplement. In the case of a sale of common stock by the selling stockholder, we will not receive any of the proceeds from such sale. We will receive proceeds from the exercise of warrants by the selling stockholder.
The prospectus indicates that they could offer common or preferred stock, warrants, debt securities or any combination or all of the above. In many cases, a shelf offering of this type can affect the share price, so it could get interesting here - maybe this is why HnH/Steel got the green light to buy more shares...
They have over $100 million once you liquidate the ST investments...in bonds and Medi-fast....now to take over MEDI they would need at least $500 million...seems like a lot of leverage but someone pointed out MEDI has some cash on their balance sheet and to consolidated tax returns you only need 80 percent...
At a minimum we could get a could Company with $10 to 20 million in revenue...
Sentiment: Strong Buy