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Bloomberg shares Masa Son, CEO SoftBank's Greensill investment. SoftBank Masa Son, CEO owns Fortress & can use SoftBank's petty cash to buy all 500M common equivalents in NOVC PS Series F at $2.33/NOVC common right see NOVC Proxy oct 2018 form 14A. Bloomberg shares Masa Son, CEO of SoftBank's Greensill investment. SoftBank Masa Son, CEO owns all of Fortress & can use SoftBank's petty cash to buy all NOVC 500M common equivalents in NOVC PS Series F at $2.33/NOVC common right see NOVC Proxy oct 2018 form 14A. This would approximate 86% of all NOVC and if they copy Fortress reorganization plans from DX and NRZ to name a few I estimate SoftBank makes a 10 bagger or 12.5B & more important forms lucrative management fees and dividends like that Fortress created by reorganizing NCT Newcastle by Spin Off 3 tax free MREITs SNR, GCI and NRZ www.newresicom before changing the name to Drive Shack DS which kept all NOLs 160M (MREIT do not use or need NOLs). NOVC can spin off Novastar Financial Inc. and trigger cleanup call rights per Service Rights Transfer Agreement sec 5.04 CCR allow only NOVC to control collateral assets on most $3B portfolio. If they use DX leverage and gain 5% NIM that works out to 3.75/shares annual dividend. PS Series F investors get more then their entire 2.33 investment back in just dividends. NRZ 2020 10K shows Fortress was also paid 170M in two part management fees and 20M NRZ dividends in just 2019. Does any think they would not do it again at NOVC. RIGHT NOW investors with the truth have bought most of 29M shares traded just from beginning of 2021. Bloomberg shares Masa Son, CEO of Softbank investment $1.5B in Greensill. SoftBank Masa Son, CEO owns 100% of Fortress. Fortress via CDO Service Rights (Fortress paid almost nothing for CDO Service Rights on $6B AUM
RAIT sells Taberna CDOs for $16.5M - Philadelphia
Inquirer https://www.inquirer.com › philly › business › homepage RAIT sells Taberna CDOs for $16.5M ... securities, known as collateralized debt obligations, to affiliates of Fortress Investment Group L.L.C., the company said. ... RAIT, which said it was focusing on its core commercial real estate financing ... You visited this page on 3/31/21. that hold all of Taberna I and II is NOVC Note Holder of 2.3rd of NOVC Only Sr Debt to exit Ch 11 with $6.3M cash, no cramdown and post formal exit of Ch 11 April 19, 2019 was given more cash and aligned Debt interests with common interest with 2.3rd of 31.3M shares given Note Holders Aug 2019 by Barry Igdaloff, Chairman of Board. https://sec.report/Document/0000921895-18-002544/ see also https://www.globenewswire.com/news-release/2019/08/09/1900133/0/en/novation-companies-inc-executes-first-amendment-to-senior-secured-note-purchase-agreement.html Documents show Dan Bass, CFO of Fortress signed off on this First Amendment and Neal Wilson Co CEO at EJF Capital signed off for Kodiak CDO I which holds the remaining NOVC Sr Debt. Record shows at the last annual meeting of NOVC 12.12.19 NOVC CEO stated ALL NOVC shareholders minority and controlling majority shareholders should be very grateful to Fortress & EJF Capital for taking only 25% of NOVC equity 9M common at Zero and 22.250M ten yr warrants at one cent strike aka zero. 31.3M/116M per 2020 10K filed 3/4/21 is 27%. They further explained in proud fashion at the time NOVC market cap was only 3M (which this NOVC Board including CEO engineered and created) x 25% was 750K so he justified what a deal -- spoken like CEO with no skin the game David Pointer per form 4s has never invested a dime in NOVC and from what I understand has washed most of his 6M RSU taken at zero to his NOVC sponsored Chuck Gillman and Jeff Eberwein (small cap investors of Whitney Tilson). The point is the facts show Fortress owned by Softbank took take the cash they invested in Lex Greensill and control est 86% of NOVC in one click of 8K. Fortress & Barry Igdaloff co investors in NOVC and together restructured 2000-03 Dynex Capital, NSYE DX via Fortress 100% ownership of Capstead Mgt $CMO, see my other posts. Softbank Fortress' parent could use petty cash to buy all NOVC Preferred Stock Series F which has no coupon only 500M common equivalents in NOVC priced page at Mass Mutual's cost basis $2.33/NOVC common right see NOVC Proxy oct 2018 form 14A. https://sec.report/Document/0000921895-18-002544/ https://www.bloomberg.com/news/articles/2021-03-31/masayoshi-son-s-money-guy-lex-greensill-went-from-hero-to-zero Begs the question how can a NOVC Document filed at SEC like Oct 2018 Proxy 14A page 12 price one common right to one NOVC common dividend or vote (control) at $2.33/one NOVC common right when NOVC Board has removed almost 50M shares for themselves 17M and 31.3M for their DX co investor Fortress and EJF Capital aka Note Holders. NOVC as traded at pennies therefore 2.33 is over 100 times NOVC share price at the time of these awards. THIS CALLS FOR AN INVESTIGATION Extract of Oct 2018 Proxy for Dec 12, 2019 annual meeting Description of the Rights Agreement A summary of the terms of the Rights Agreement, as amended by the Third Amendment, follows. This description is only a summary, and is not complete, and should be read together with the full text of the Rights Agreement, as amended by the Third Amendment, which is included as Annex B to this proxy statement. The following description is qualified in its entirety by reference thereto. General. Under the Rights Agreement, from and after the record date of September 27, 2011, each share of Common Stock carries with it one preferred share purchase right (a “Right”), until the Distribution Date (as defined below) or earlier expiration of the Rights, as described below. In general terms, the Rights will impose a significant penalty upon any person that, together with all Affiliates and Associates (each as defined in the Rights Agreement), acquires 4.9% or more of the outstanding Common Stock after September 15, 2011. Shareholders who owned 4.9% or more of the outstanding Common Stock as of the close of business on September 15, 2011, will not trigger the Rights so long as they do not fall under 4.9% ownership of Common Stock and then re-acquire shares that in the aggregate equal 4.9% or more of the Common Stock. A person will not trigger the Rights solely as a result of any transaction that the Board determines, in its sole discretion, is an exempt transaction for purposes of triggering the Rights. Massachusetts Mutual Life Insurance Company (“Mass Mutual”) and its Affiliates and Associates will be exempt for the purposes of the Rights Agreement, unless and until Mass Mutual (or any Affiliates of Mass Mutual) acquires any Common Stock other than pursuant to any transfers of Common Stock or other Company equity interests between Mass Mutual and its Affiliates. The Board may, in its sole discretion prior to the Distribution Date, exempt any person or group for purposes of the Rights Agreement if it determines the acquisition by such person or group will not jeopardize the tax benefits or is otherwise in the Company’s best interests. Any person that acquires shares of Common Stock in violation of these limitations is known as an “Acquiring Person” under the Rights Agreement. The Rights. From the record date of September 27, 2011, until the Distribution Date or earlier expiration of the Rights, the Rights will trade with, and will be inseparable from, the Common Stock. New Rights will also accompany any new shares of Common Stock that the Company issues, until the Distribution Date or earlier expiration of the Rights. Exercise Price. Each Right will allow its holder to purchase from the Company one ten-thousandth of a share of Series F Stock (“Preferred Share”) for $2.33, subject to adjustment (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights. Exercisability. The Rights will not be exercisable until 15 business days after the public announcement by the Company, or by an Acquiring Person that provides actual notice to the Company that it has become an Acquiring Person, unless the Rights Agreement is theretofore terminated or the Rights are theretofore redeemed (as described below).
How Masayoshi Son’s ‘Money Guy’ Lex Greensill Went From Hero to Zero By , , and Corrected
March 11: The Rise and Fall of Greensill Follow Bloomberg on Telegram for all the investment news and analysis you need. In February 2020, SoftBank Group Corp.’s Masayoshi Son visited Indonesia, offering to invest billions of dollars toward the development of a new capital city. Lex Greensill, at the time a favorite of Son’s, was part of the entourage. SoftBank had invested $1.5 billion in Greensill’s eponymous finance company, but in a meeting with Indonesian president Joko Widodo, Son introduced Greensill as the “money guy,” according to local TV footage. One year later, the money guy has become a money pit. Greensill Capital collapsed in March in one of the most spectacular financial blow-ups of recent years, sending shock waves through a Swiss banking giant, two of Japan’s largest firms and a British tycoon’s industrial empire. Son has had to write down his investment, making it among the worst in the history of his Vision Fund, alongside the implosion of WeWork Cos., another SoftBank portfolio company. That’s unlikely to prevent SoftBank from posting its strongest quarter on record, including a profit of more than $30 billion at the Vision Fund, thanks to the IPO of South Korean e-commerce firm Coupang Inc. and a soaring valuation of Chinese ride-hailing startup Didi Chuxing Technology Co., according to people with knowledge of the matter. Still, the episode underscores the risks of Son’s strategy of taking big equity stakes in startups and then encouraging those portfolio companies to collaborate with each other. Spokespersons for SoftBank Group in Tokyo and Greensill Capital in London declined to comment. Son’s relationship with Greensill began haphazardly: A junior executive at the Vision Fund reached out seeking an introduction, people with knowledge of the matter said. By May 2019, SoftBank had invested $800 million in Greensill. It put in an additional $655 million that October. Soon the two were talking regularly, even though SoftBank had investments in more than 80 startups and Greensill was far from the biggest, according to people close to the executives. Son touted Greensill at SoftBank events as an example of the cooperation he expected from his portfolio companies, the people said. Greensill got the same star treatment as former WeWork Chief Executive Officer Adam Neumann before him and, more recently, Ritesh Agarwal, head of India’s Oyo Hotels, which has since had to retrench. A presentation at a 2019 SoftBank shareholders meeting featured photos of the three men, identifying them as artificial intelligence entrepreneurs in “the biggest revolution in human history.” Greensill, in turn, basked in the attention, boasting about his conversations with the SoftBank founder, executives at his company said. “One of the great things about joining the SoftBank Vision Fund family hasn’t just been the network, the capital and the advice, it’s actually been having Masa as a partner and a mentor,” Greensill was quoted as saying on a now-deleted Vision Fund web page. “He has worked with us, and particularly with me, to think about our core business and how we can actually take that core business and tackle other inequalities and other challenges that exist in the global market.” Greensill was a key part of what Son dubbed his “Cluster of No. 1’s” strategy, taking non-controlling stakes in the world’s leading tech companies and encouraging them to cooperate. In theory, startups would tap WeWork’s network of co-working spaces or use Uber Technologies Inc. drivers for deliveries. Greensill’s role was to offer struggling SoftBank startups easy access to financing without having to pledge onerous collateral. A former Morgan Stanley banker, Greensill, 44, founded his firm in 2011, focusing on extending short-term loans secured against invoices. But some of the financing provided to SoftBank companies was based on predicted future sales, not on actual invoices, people with knowledge of the practice said. The loans, securitized and turned into bond-like instruments known as notes, were presented to some investors as backed by transactions, according to marketing documents and people familiar with the matter. Investors thought they were getting short-term debt, the people said. Many of the loans were made through supply-chain funds at Credit Suisse Group AG that attracted $10 billion from investors. Among the borrowers were SoftBank portfolio companies Oyo, mobile software firm Fair Financial Corp. and modular construction startup Katerra Inc. SoftBank was also an investor in the Credit Suisse funds, leading to conflict-of-interest accusations against the Japanese firm. That sparked an internal review at the Swiss bank, and SoftBank pulled $700 million out of the funds. “Having a company within Vision Fund that makes it easy for startups to get liquidity may not be a good idea,” Kirk Boodry, an analyst at Redex Research in Tokyo, told Bloomberg News. “Easy money can confuse things because the feedback gets muddled, and you don’t know if you are doing things right.” He called the Greensill loans an example of negative synergies. “At the end, whatever positive synergies they get are probably going to be irrelevant,” he said. “But the negative one will come back to haunt them.” It was in search of such synergies that Son had offered to invest in Indonesia’s new capital on the island of Borneo and a new city Crown Prince Mohammed bin Salman is building on Saudi Arabia’s Red Sea coast. It was Son’s dream that portfolio companies such as Katerra, Oyo, ride-haling startups Ola and Grab and facial-recognition firm SenseTime Group, would win contracts. Greensill would help provide financing. Greensill’s name kept cropping up in Vision Fund meetings and presentations, according to people familiar with the matter. When managing partners challenged investment ideas presented by deal teams, the questions would often focus on liquidity, a common problem for startups. Those discussions often led to Greensill, the people said. But by March 2020, a month after the trip to Indonesia, the relationship between Son and Greensill began to sour. The pandemic was squeezing supply chains, and investors pulled billions of dollars from the Credit Suisse funds, Greensill’s largest source of funding. Greensill turned to Son for capital, saying he might have to call in the financing he had provided to SoftBank portfolio companies, according to people with knowledge of the conversations. Suddenly, the weekly phone calls came to an end. Colin Fan, the former Deutsche Bank AG executive who managed the investment for the Vision Fund, stopped attending Greensill board meetings at the Savoy Hotel across the street from its London office. What to know in techGet insights from reporters around the world in the Fully Charged newsletter. Fan needed to focus on other investments, according to a person familiar with the matter, and a spokesperson for the Vision Fund said other SoftBank representatives remained active and shared their concerns with Greensill management. But the two fund executives who continued to attend Greensill board meetings as observers mostly took notes and didn’t ask many questions, according to two people familiar with the matter. That was the case even as Greensill’s troubles escalated and one of its insurers, an Australian unit of Tokio Marine Holdings Inc., told the firm it wouldn’t renew coverage on notes sold to investors including Credit Suisse. In December 2020, with Greensill increasingly desperate for cash, SoftBank invested an additional $400 million in the finance company, in exchange for canceling Katerra’s debt, so Greensill could redeem notes in the Credit Suisse funds. It also put $200 million more into the construction company. “After WeWork, SoftBank promised not to throw good money after the bad, but here we are again,” said Boodry, the analyst. “They knew there were problems with Greensill, and they still put more money in. It’s almost like they take the failure of these companies personally.” SoftBank owned about 25% of Greensill at the end of last year, according to people familiar with the matter. It is now seeking $1.15 billion as a creditor of Greensill, which filed for insolvency in the U.K. on March 8. Fan, who also managed Vision Fund investments in Alibaba Local Services, Flexport Inc. and Fair, stepped away from his role as a managing partner at the Vision Fund in January to become a senior adviser. The company didn’t give a reason. Meanwhile, Credit Suisse is examining the role of executive board members including CEO Thomas Gottstein as part of its probe into dealings with the defunct lender. And, in Germany, regulators have asked prosecutors to examine how Greensill’s Bremen-based bank booked assets tied to British industrialist Sanjeev Gupta. Greensill has said it sought the advice of law firms before classifying its assets and has complied with requests from German regulators. As for Indonesia, Son has yet to follow through on his promise to invest in the new capital. He has backed the merger of e-commerce provider Tokopedia, a SoftBank portfolio company, with another Indonesian startup, ride-hailing giant Gojek, potentially booking a healthy profit. — With assistance by Melissa Karsh |
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