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ModusLink Global Solutions, Inc. Message Board

spook2b 115 posts  |  Last Activity: Jan 12, 2015 1:23 PM Member since: Jul 4, 1999
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  • Today's reverse/forward split news crystallized a question I had about a previous move on the part of H&H - namely their announcement that "During the period commencing on the date hereof and ending on February 13, 2015 (the “Share Acquisition Period”)" they could increase their MLNK holdings from something like 28% to 45%.

    The company's stock transfer agent will aggregate holdings of less than 100 shares and sell that total [around 1M shares] on the OPEN MARKET - i.e. , the company is not retiring those shares. Additionally,

    "The Company’s transfer agent will limit the effect of the sales of Aggregated Shares on the market price of the Company’s common stock by limiting its daily sales to 25% or less of the trailing 30-day average trading volume preceding the effective date."

    Looking back over the past 30 trading days, I came up with an average of approximately 180,000 MLNK shares traded per day. IF the transfer agent were to sell those aggregated shares in 1 day, it could very well put downward pressure on the share price, so they're only going to sell small amounts over an extended period. Assuming that the 30-day average rises to around 200,000 (some slow days are dropping off the other end), 25% of that would mean they would sell around 50,000 shares (or less) a day. At that rate, it would take around 20 days to sell off 1M shares. Now, think back to the "Share Acquisition Period" in the H&H announcement which ends 2/13/15. February 13 is 20 trading days after the Jan 16 effective date of the reverse/forward split. I believe that means that H&H will be in the market possibly buying those shares. If they are buying, it should provide support of the share price - and they'll no doubt be able to increase their share holdings, possibly cheaper than if this 1M-share block was not overhanging the market. So I don't believe the “Share Acquisition Period” was coincidental, though I can't be sure that H&H won't do share acquisitions over & above that 1M.

  • Reply to

    reverse/forward split set for Friday

    by spook2b Jan 12, 2015 9:34 AM
    spook2b spook2b Jan 12, 2015 12:57 PM Flag

    stockexpert, the company says that it will eliminate some of the expense incurred in communications with the group of shareholders with less than 100 shares. Here's the wording from their proxy statement:

    We have a large number of stockholders that own relatively few shares. Specifically, as of October 17, 2014, approximately 59,400 stockholders (including approximately 1,804 of 2,499 registered stockholders) held fewer than 100 shares of Common Stock in their accounts. These stockholders represented only approximately 2% of the total number of outstanding shares of Common Stock. Continuing to maintain accounts for these stockholders, including expenses associated with required stockholder mailings, costs us at least $175,000 per year.
    ==============
    In MOST cases, the words "reverse split" are poisonous with regard to a stock's price. In this instance, since the reverse split was not effected to avoid delisting or other financial problems, and could result in cost savings down the line, it seems to me that the impact will be positive for the share price - long term. It appears that H&H/Steel Partners are putting various pieces of a plan in place to realize the value here. Their move to provide management services to MLNK could be another part of that plan.

    The short term effect on the share price MIGHT be slightly negative, although it looks as if H&H has moved to mitigate that effect as I will try to illustrate in my next post. Remember, too, that MLNK's share price has moved up something like 30% in the past month - though that was from a low point in mid-December.

  • Reply to

    SCHEDULE 13G

    by orfelioulises Jan 12, 2015 10:19 AM
    spook2b spook2b Jan 12, 2015 12:28 PM Flag

    FMR's 9/30 filing showed them owning 20,247,571 AVNR shares, so they could have tendered 15+M shares, or sold them on the open market.

  • Check the news for details. They're saying they estimate around 1M shares will be "aggregated" and sold on the open market. Takes effect on Jan16. It appears to me that this presents H&H with an opportunity to pick up another 1M shares. The mechanism is described in the PR here:

    The Company will arrange for the disposition of fractional share interests of stockholders who hold fewer than 100 shares immediately prior to the Reverse Split by having the Company’s transfer agent aggregate such fractional share interests and sell the shares of Common Stock resulting from such aggregation (the “Aggregated Shares”) in open market transactions following the effectiveness of the Forward Split. The Company’s transfer agent will, following completion of the sale of all of the Aggregated Shares, pay to each registered stockholder who holds fewer than 100 shares of Common Stock immediately prior to the Reverse Split an amount, for each share of Common Stock held immediately prior to the Reverse Split, equal to the average per-share price received in the sale of the Aggregated Shares. The Company’s transfer agent will limit the effect of the sales of Aggregated Shares on the market price of the Company’s common stock by limiting its daily sales to 25% or less of the trailing 30-day average trading volume preceding the effective date.
    ============
    Should be interesting to see what transpires.

  • Reply to

    BlackRock SCHEDULE 13G Filing

    by markbuti Jan 9, 2015 5:50 PM
    spook2b spook2b Jan 10, 2015 9:42 PM Flag

    great dd, markb, but I think you're missing Barclays Global Investors NA from that list. For whatever reason, the NAZ site continues to list that one separately, when it was taken over by BlackRock back at the end of 2009. You'll find the 1,966,696 shares that NAZ lists under Barclays in the BlackRock Institutional Trust Company, N.A. 13F-HR filing. I've noticed this discrepancy in BlackRock holdings on several other stocks I hold. BlackRock is so enormous, it's hard enough to track their holdings. They filed something like 191 13G's on Jan 9, reflecting the fact that they hold large positions in quite a few stocks. It's great to see them with such a big chunk of SPPI shares.

  • Reply to

    BlackRock SCHEDULE 13G Filing

    by markbuti Jan 9, 2015 5:50 PM
    spook2b spook2b Jan 9, 2015 10:34 PM Flag

    markbuti, this is amendment #6 to BlackRock's 13G filings on SPPI. If you look back to amendment #5, filed on Jan 10, 2014, you'll see that at that time they had:

    9) Aggregate amount beneficially owned by each reporting person

    6,539,505 shares

    (11) Percent of class represented by amount in Row 9

    10.2%
    =====================
    So, they've added around 1.55M shares in almost exactly 1 year. Not exactly a small amount, especially considering the other big holders, but not 3M shares in 3 months. Regardless, a big add on BlackRock's part. I recently doubled, then tripled down on my SPPI holdings with proceeds from AVNR & ARNA. I'm content to wait in the background until this one plays out.

    glta SPPI longs.

  • Total for these 3 was 158,000, which is more than what traded during the regular session.

    16:08 $ 3.71 49,900
    16:08 $ 3.71 103,000
    16:08 $ 3.71 5,100

  • H&H filed an amended Form 13-D tonight detailing their MLNK holdings. At the bottom of the form, they listed more buys they had made in the past 3 days:

    37,884 shares @ $3.5999 on 01/05/15
    40,049 shares @ $3.5834 on 01/06/15
    10,600 shares @ $3.5968 on 01/07/15

    H&H now claims direct ownership of 563,838 shares. All told the filing shows that H&H, Steel, WHX, and related parties:

    "This statement reports an aggregate of 16,700,879 Shares, including 2,000,000 Shares underlying currently exercisable Warrants, beneficially owned by the Reporting Persons, constituting approximately 30.9% of the Shares outstanding."

    Looking at the recent H&H purchases, I'm struck by their ability to keep their buys under the $3.60 mark. At some point one would think that the supply of cheaper shares would dry up forcing the share price to rise a bit.

  • Reply to

    more Handy & Harman buys

    by spook2b Jan 6, 2015 9:13 AM
    spook2b spook2b Jan 6, 2015 12:23 PM Flag

    Amendment 1 continued:

    the Stockholder and its Affiliates (including HNH) shall be permitted to acquire (i) the Common Stock underlying the Warrants set forth and in accordance with the terms of the Warrants and (ii) securities as a result of, or offered pursuant to, any share division or split, share consolidation, stock/share dividend or equivalent under Delaware law, combination, recapitalization, rights offering or similar events.
    =====================
    Because the amendment has a Feb 13 deadline, it would seem to me that H&H/Steel would have to do a LOT of buying in the next 5 weeks. Perhaps they could buy a block from one of the other big institutional holders, but it's hard for me to see them hitting that 45% mark. I'm sure it was set at that to avoid the Section 382 restriction, so maybe it's an absolute cap and not an indicator of what H&H will actually acquire. Regardless, it appears we may be seeing some movement here in the next few weeks.

  • Reply to

    more Handy & Harman buys

    by spook2b Jan 6, 2015 9:13 AM
    spook2b spook2b Jan 6, 2015 12:16 PM Flag

    555, in addition to the Form 4 filing last night, there was one giving the details of the "Protective Amendment" intended to preserve the NOLs. One very interesting part of the filing is Amendment 1:

    (a) During the period commencing on the date hereof and ending on February 13, 2015 (the “Share Acquisition Period”), without the prior consent of a majority of the Continuing Directors or except as otherwise expressly provided below, neither the Stockholder nor any of its Affiliates shall acquire, or propose to acquire, “beneficial ownership” (as defined in Section 13(d) of the Exchange Act) of any equity securities, or rights or options to acquire any such securities (through purchase, exchange, conversion or otherwise), of the Company, including derivative securities representing the right to vote or economic benefits of any such securities, provided, that the Stockholder and its Affiliates’ ownership in the outstanding Common Stock of the Company shall not exceed forty-five (45%) of the then outstanding Common Stock when combined with other Equity Interests of the Company beneficially owned by HNH, the Stockholder or any of their respective Affiliates as of the date hereof (after giving effect to the transactions contemplated by the Investment Agreement (excluding the issuance or exercise of the Warrants)) (which, for purposes of such calculation, shall include shares of Common Stock issuable upon conversion of then-outstanding preferred stock) (the “45% Cap”) during the Share Acquisition Period, provided, however, that, notwithstanding the foregoing restrictions (including, without limitation, the 45% Cap), ...

  • 12/31/2014 22,550 shares @ $3.5979
    01/02/2015 32,470 shares @ $3.6

    That brings H&H's direct ownership total to 475,305 shares.
    WHX CS Corp. (100% owned by H&H) has 5,940,170 MLNK shares.

  • Reply to

    mystery investment

    by mgmt_listen_80 Dec 31, 2014 10:55 AM
    spook2b spook2b Jan 1, 2015 10:05 PM Flag

    mgmt_listen, see page 9 of the last 10Q for this statement:

    During the quarter ended October 31, 2014, the Company continued its investing activities and acquired additional convertible debentures of a publicly traded entity and acquired additional common stock of a publicly traded entity. As of October 31, 2014 the Company had $72.1 million in investments in trading securities, $31.9 million of which were the publicly traded convertible debentures. The Company’s purchases of the publicly traded convertible debentures have been done on the open market. The chairman of the board of the company issuing the publicly traded convertible debentures is also the chairman of the board of ModusLink Global Solutions, Inc.

  • Reply to

    mystery investment

    by mgmt_listen_80 Dec 31, 2014 10:55 AM
    spook2b spook2b Dec 31, 2014 11:24 PM Flag

    H&H have increased their direct ownership by about 420,000 shares in the last 2 months.

    MLNK also filed an Entry into a Material Definitive Agreement with the SEC tonight, basically a management services agreement with Steel Partners Here's an interesting clip from that filing:

    The Company [Steel] may be deemed to own approximately 27.6% of the issued and outstanding common stock of ModusLink. In addition, the Company has the right to acquire up to 2,000,000 shares of common stock of ModusLink pursuant to currently exercisable warrants. The Company has the right to acquire up to 45% of the outstanding shares of ModusLink, exclusive of the warrants.
    =================
    So I wouldn't be surprised to see more buys.

  • Essentially saying that the time period specified by the Hart Scott Rodino Act had expired without action by the FTC, which would imply that the FTC doesn't see any antitrust problem with the merger.

  • Guess it's not a big surprise, but the latest short interest report released tonight showed that as of 12/15, there were 10,023,103 AVNR shares sold short compared to the 13,827,419 shares reported just 2 weeks ago. I suppose it's possible that there were some traders who sold short when the share price hit $17 as a hedge, or insurance against the possibility of the buyout falling through. At any rate, a net of 3.8M short shares were covered during this period.

    MERRY CHRISTMAS to the shorts - consider getting work as Santa's elves.

  • 27,131shares at an average cost of $3.5938. I'm wondering if the larger blocks this morning may have been H&H too.

  • 650K to Raj, 250K to Gustafson, 100K to Turgeon. Exercisable @ $7.24. Vest over a 3 year period.

  • Reply to

    more Handy & Harman buys

    by spook2b Dec 23, 2014 9:49 AM
    spook2b spook2b Dec 23, 2014 11:59 AM Flag

    As to the reverse/forward split, here's the wording from the proxy:

    We have a large number of stockholders that own relatively few shares. Specifically, as of October 17, 2014, approximately 59,400 stockholders (including approximately 1,804 of 2,499 registered stockholders) held fewer than 100 shares of Common Stock in their accounts. These stockholders represented only approximately 2% of the total number of outstanding shares of Common Stock. Continuing to maintain accounts for these stockholders, including expenses associated with required stockholder mailings, costs us at least $175,000 per year.

    The Reverse/Forward Split will reduce the number of stockholders who own relatively few shares, resulting in a cost savings to us.
    ================
    So, if they get 2% of the shares o/s, that's .02 X 52.5M, or around 1 million shares.

    My sense is that several factors could be contributing to the present volume and price increase. First, I think there was some tax-loss selling in the last few weeks, which has let up. Also, the H&H buying is a factor, which could be triggering buys by other parties. The short interest figure has been falling, now at about 10%, down from a high of 15% - again, due I believe to hedging the convertible notes. And, at some point, you have to think management will make a move of some kind to utilize the NOL's. At this point, we're also toying with the 200-day moving average, which is presently at $3.73 (EMA is $3.66), so that could be triggering some computer buying.

  • On 12/18/2014, they bought 106,937 shares at an average price of $3.5732.
    On 12/19/2014, they bought 65,021 shares at an average price of $3.573.

    I believe this accounts for the increased volume on those two days - which I pointed out at the time. This morning's volume is already over 61,000 shares after only 18 minutes of trading, so it looks as though we may see higher volume again today.

  • Looks like around 2M shares in the last 2 minutes, and some big blocks are crossing a/h. My best guess is this is due to options settlement - I think this is a "triple witch" day.

MLNK
3.75+0.04(+1.08%)Jan 23 4:00 PMEST

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