While remotely possible, what is BRY's motivation to terminate? Absolutely none (except in the highly unlikely event that they know they have a better suitor). Certainly, LINE is not going to terminate.
Unlikely true. There is no reason to have wording to allow either party to terminate the Merger Agreement after the End Date, if it automatically terminates after the end date anyway. It appears they can both just sit there for now and see if the SEC acts. And, unless BRY has a better offer in the wings (highly unlikely IMO), why would they terminate? They want to be bought. Management mentally moved on months ago and they are the lasts one to want this not to get done at this point. I think we are just in a waiting mode to see the SEC outcome. If they act quickly (like the last amendment) and favorably (likely given the minimal changes), then, we will learn what LINE and BRY want to do next.
The Merger Agreement is unclear. Two of the conditions for closing that have not been met are the respective shareholder votes, but the agreement also says "capable of being met." Well, one could argue the BRY vote is not capable of being met because of the $10 spread in the LINE/BRY stock price making the ability of LINE to unilaterally extend tenuous at best if BRY wants to take the position they don't have the votes. So, they may need to agree on an extension at this point in time.
What I don't know though is what happens if the Merger Agreement is not formally extended by the parities. If it's not extended, then, does it end? Or, can it live on until formally terminated by either or both parties? If the former, we will almost undoubtedly hear something before the market opens 11/1. If the latter, we may not hear anything until the S-4/A is cleared or there is some other reason the parties choose to communicate.
Job one is getting an effective S-4/A. That would prove LINE can get equity deals through the SEC and pursue deals other than BRY. As for the price of the BRY deal, I trust management to decide if it's worth more than the current offer, of if they would rather move onto other deals on their list and forego BRY, if it can't get done at the current bid. To me, a bad scenario would be if the BRY deal is pulled without a resolution to the pending S-4/A, so we are left with no BRY deal and no way of knowing if LINE can get any equity deal through the SEC or not.
Usually independent auditors value both companies to establish a fair ratio (or more frequently simply to justify and document that the ratio set by management was fair). I have never seen a ratio float based on changes in prices and, in fact, they specifically say in the Merger Agreement that the ratio is fixed and will not change regardless of changes in stock prices. This is the common approach.
Just returned from my morning routine, so haven't read it yet. However, given the modesty of the prior changes, the fast SEC action on that amendment, the quick response to the Friday SEC comments, and the fact that the press release seems to suggest nothing changed with regards to calculating the distribution, I would think any changes were very insignificant and the SEC/company appear to be working to get this done in the coming days. Now, watch someone actually read the document and note enormous changes LOL. GLTA
Don't give the kid too hard of a time. He's probably a bright young man, but has no experience and is cutting his teeth with a third rate firm. Unfortunately, the unprofessional way he is being taught to approach research will follow him and greatly limit his future prospects.
While I was hopeful we would hear the S-4/A had been made effective, the results are quite impressive on their own. Obviously, news that they covered the distribution in the period, expect an even stronger next period, and plan to close the one outstanding acquisition by end of month are all very positive. The reference to a 6th S-4 amendment is likely just to add the results from the quarter, as they must do. GLTA
I didn't say they were rushed. I said they were in a rush as evidenced by only 2 business days notice of the release. There is a difference. Of course, they probably close the books within 7 to 10 days of ending the quarter, so they could be prepared to file a 10Q earlier. However, if you can identify a single quarter where they provided only 2 business days notice of an earnings release and no call, then, I will yield to your position. I think they were waiting for the S-4/A to be made effective. I think the reason they waited until August 8th last quarter (later than usual) is they were hoping to hear about the S-4/A pending at that time too. I am always willing to be wrong, but my 16 years running a public company leads me to my comments. We will all know Monday, of course. GLTA
I have a sizable position in LINE and don't mind thinking a bit. No company gets in a hurry to publish their 10Q and hold no call, when it is their custom to give reasonable notice and hold a call, without a reason. So, there is a reason, it's just a matter of what it is. But, I can assure you the change in habits is not that they believe "no comment" is the way to project confidence. And, the explanation must be substantive because it's nearly unthinkable not to hold a call.
This is not a management team that elects not to have a call simply to avoid their shareholders and analysts in such uncertain times. The only explanation I can fathom for no call is that they don't have time to prepare. And, the only reason I can come up with that seems logical as to why they don't have time to prepare is that they are busy doing something else. So, what else could take up their Friday - Monday that would be more important than preparing for a quarterly call? I believe they received clearance from the SEC for their S-4/A (not a big stretch since the last changes were so modest) and they are busy with all the documentation necessary to get the BRY deal back on track and don't have time to prepare for a call right now. That would also explain the rush to get the 10Q filed since this data needs to go into all the documents, including the Proxy. Maybe someone else can come up with another explanation for the sudden urgency to file the 10Q with no conference call, but this is the only one that I have come up with that explains both. GLTA
Thought about this all day. Something had to happen to cause management to suddenly on short notice schedule the release of earnings for Monday? The most logical thing would be they received SEC clearance to move forward on the deal and they need to get earnings out so they can incorporate the latest earnings in the Proxy for mailing. Yet, they could have other reasons. The most perplexing thing to me though is "why no conference call?" I know the party subject to being acquired (BRY in this case) will usually forego calls, but not the acquirer. In fact, I don't recall ever seeing a large company put out numbers without a call. Perplexing!!!
I would ask that you consider the importance of knowing the SEC will clear a LINE S-4. If the BRY deal gets pulled before the S-4/A is deemed effective, then, I would expect LINE would have to withdraw the S-4/A. While I agree that LINE does not need the BRY deal and is undervalued either way, I do believe it would be very useful to valuation and LINE's strategy to demonstrate that they can get an S-4/A cleared through the SEC. Otherwise, any deal they want to negotiate for equity will have this overhang of uncertainty re: whether they can get SEC approval and put them at a competitive disadvantage vis-a-vis other bidders.
Why not? It's what I would have done at the public company I ran, if I got the news on a Thursday evening or Friday morning. As long as they keep the news internal, they are under no obligation to announce it immediately. If the news were to get out, according to Reg FD, they have 24 hours to go public. Given it's the weekend and no one wants to put good news out on a Friday, why not wait and put it out Monday morning?
I agree with you. I think the rush to set the earnings call for Monday was in response to receiving the notice that the S-4/A has been made effective. Given the silence of this management team to date, it would be unlike them to rush a meeting just to respond to the 10Q statement by BRY and say they still know nothing on the S-4/A. If they hadn't heard from the SEC, I think they would still be waiting to set an earnings date. GLTA
Many possible scenarios. So, why not look on the bright side. Perhaps LINE received SEC notice that the S-4/A has been deemed effective last evening or this morning (not entirely unlikely given the modest changes to the prior submission) and LINE is now rushing to get the 10-Q filed by Monday (10+ days ahead of their usual schedule). In this case, they could announce the SEC clearance Monday a.m. (everyone saves good news for Monday mornings if they can). Then, on the call, they could announce solid results plus the fact that they have given notice to BRY that they are extending the End Date to January 31st. Wouldn't want to be short Monday in this scenario.