On September 19, 2014, Gramercy Property Trust Inc. (the "Company") and its operating partnership, GPT Property Trust LP, entered into separate equity distribution agreements with RBC Capital Markets, LLC, BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and SunTrust Robinson Humphrey, Inc. (each a "sales agent," and collectively, the "sales agents"). In accordance with the terms of the equity distribution agreements, the Company may offer and sell shares of its common stock (the "Shares") having an aggregate offering price of up to $100.0 million from time to time through the sales agents.
Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The sales agents are not required, individually or collectively, to sell any specific number or dollar amount of Shares, but upon acceptance of a placement notice from the Company and subject to the terms and conditions of the applicable distribution agreement, each sales agent, if acting as agent, will use commercially reasonable efforts consistent with its normal trading and sales practices to sell Shares on the terms set forth in such placement notice.
Each sales agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as sales agent under the applicable equity distribution agreement.
The Company may also sell some or all of the Shares to a sales agent as principal for its own account at a price agreed upon at the time of sale.
No, I bought these puts at 18 cents and now they are worth $1.60.
I just want to know it ESI will drop to $4 today. Then I'll sell them for $2.00
How low will this go today? Will we see $4 at the end of the day?
1) The Fifth Amendment generally, among other things, provides for an extension of the date by which we must furnish our financial statements for the 2013 fiscal year and the first two fiscal quarters of 2014 to November 15th.
2) The portion of the commitments of the lenders available for letters of credit is decreased from $98.0 million to $85.0 million. The decrease was due to the fact that the U.S. Department of Education (the "ED") has notified the Company that the ED is requiring that the Company submit an irrevocable letter of credit payable to the ED (the "ED Letter of Credit") in the amount of $79,707,879
3) The ED Letter of Credit will not be issued unless the mortgages and certain related real estate due diligence items related to the Mortgaged Property and required under the terms of the Fourth Amendment have been fully executed and received by the administrative agent.
4) On September 18, 2014, the Company was notified by the NYSE that the NYSE has granted the Company's request for a listing extension through November 15, 2014.
5) On August 7, 2014, the Company received a notice from the staff of the Division of Enforcement (the "Staff") of the SEC, notifying the Company that the Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company (a "Wells Notice").
6) This may involve a civil injunctive action, public administrative proceeding and/or cease-and-desist proceeding against us.
7) Under heightened cash monitoring ("HCM"), before any of the Company's institutions can request or draw down Title IV Program funds from the ED, the institution must make disbursements to students and parents for the amount of Title IV Program funds that those students and parents are eligible to receive; and compile borrower-level records with respect to the disbursement of Title IV Program funds to each student and parent.
Because ESI does not communicate with shareholders, we have no idea if the NYSE granted them another 6 month extension from the end of the cure period which is today, September 18th!
From March 21st, 2014:
"The company has received a notice from the New York Stock Exchange ("NYSE") that the company is subject to the NYSE's procedures under its timely filing criteria as a result of the company's failure to file the 2013 Form 10-K by March 18, 2014. The issuance of such a notice is considered routine practice in situations where there are late filings with the Securities and Exchange Commission ("SEC"). Under NYSE rules, the company has six months from March 18, 2014 to file the 2013 Form 10-K. Until the company files the 2013 Form 10-K, its common stock will remain listed on the NYSE under the symbol "ESI," but will be assigned a "LF" indicator to signify late filing status.
The company is working diligently to complete the 2013 Form 10-K and file it as soon as practicable. Due to the uncertainty with respect to the timing of the completion of the necessary reviews and analyses, however, there can be no assurance that the company will be able to file the 2013 Form 10-K within the NYSE's six-month cure period. In the event the company fails to file its 2013 Form 10-K by the expiration of the six-month cure period, the NYSE may commence proceedings to delist the company's common stock, unless the NYSE grants, in its sole discretion, a further extension of up to six months."
in either a positive or negative way.
On the POSITIVE side, maybe financials will be released soon and there's no need for a Fifth Amendment.
Remember, according to the Fourth Amendment to the Credit Agreement:
"The Company is required to deliver projected cash flow budgets to the administrative agent on a monthly basis."
Assuming the delivered projected cash flow budgets satisfy the Banks, the Agreements are irrelevant.
On the NEGATIVE side, maybe the banks wouldn't agree to a Fifth Amendment because they are about to pull the plug on ESI.
Can you please answer a simple question with a simple answer?
Who is doing the audit?
Thanks in advance for your reply.
Oh sorry, I get it. You are counting to 75 and if they don't provide the financials by the time you count to 75, they have to go to "time out". That might work! It works with my kids but usually I only have to count to 5.
You're a little overqualified but if you feel like joining the team you could be Chief Executive Independent Accounting Manager in charge of PEAKS unwinding. The job might take a couple of days to complete but if you're interested please contact ESI. They have an opening.
By the way, ESI management, about 15 years ago I received a "B" in my Accounting 101 course. It was the only Accounting course I have taken because I received a degree in Electrical Engineering. Nevertheless, I believe I am qualified to take over all accounting responsibilities from Price Waterhouse. I assume you aren't paying them for doing nothing so I will work for free and guarantee to have the 2013 financials ready by Friday. Please contact me ASAP and I will plan to arrive at ESI headquarters on Thursday night.
Listen ESI management. You don't have to release perfect financials! If you are 80% or 90% done, that's good enough. We'll let it slide. The creditors will too. Here's what they said in the Fourth Amendment:
"Under the Fourth Amendment, the administrative agent and lenders waive the following Defaults or Event of Defaults:
(i) any violation of the covenants in Section 5.01(b), Section 5.06, and Section 5.07 of the Credit Agreement, and any Event of Default under Article VII (c) and (e) of the Credit Agreement, solely to the extent that such violations or Events of Default relate to or arise from inaccuracies in, or adjustments to, the financial statements for the fiscal quarters ending March 31, 2013, June 30, 2013, and September 30, 2013 delivered pursuant to Section 5.01(b) of the Credit Agreement."
So you see? If there a some inaccuracies, you can fix them later and don't need to stress about them now. No one, including you, want to see another delay.
Thank you for your attention to this important matter.
Oh, another thing, fire Modani today and save the company $8 million in salary.
It does look like another delay. I'd be encouraged if the delay were less than a month. Getting rid of Modany was a good first step. He wasn't very impressive in the last CC and his ridiculous salary bleeds 40 cents per share off of earnings. I'm a little worried about the Sept. 28th NYSE delisting deadline. What would that do to the share price?
There are differences but two things that are very similar to April 2013 are:
1) the 11 million share short interest, and
2) the 22 days to cover.
What we saw in April 2013 was a classic short squeeze where shorts cover based on a little good news.