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Capital Table of NOVC is 95M owned by investors that do not trade. So who buying 3m shrs over last month? NOVC Novation Companies, Inc. Capital Table of is 95M owned by investors that do not trade. So who is buying 3m shrs over last month & where are shares coming from? Facts Dan Bass CFO of Fortress and Neal Wilson Co CEO with Manny Friedman of EJFCap.com aka Founder of FBR signed off on NOVC Sr Debt via CDOs (see Q2 exhibit 10.1). These investors per NOVC Press Release and Q2 own 31.250M NOVC common Mass Mutual Barings own 19.3M common Thomas Akin owns est 5M (per Ch 11 docs Talkot Capital Akin’s HF owned 2.8M NOVC common). Akin is Board Member at IMH and along with Richard and Todd Pickup on 53% of all IMH Impac Mortgage Holdings. IMH is fully committed to the same asset class NOVC owns cleanup call rights CCR on most of $3B portfolio of seasoned/profitable Non-QM mortgage loans. Barry Igdaloff, Howard Amster own est 14M NOVC common per Proxy. Igdaloff sat on DX Board with Thomas Akin. BI and HA are major DX and NOVC investors as is Thomas Akin. Chuck Gillman, Jeff Eberwein & their 3 Amigos (Pointer, Eriksen, Keddie who have not invested one dollar in NOVC common personally) allowed to control NOVC and award themselves millions in NOVC RSUs have accumulated >10M shrs - 3 Amigos have given themselves 4.7M RSU alone. See Form 4s 4/15-10/15 Jeff Eberwein HF Lone Star Value Mgt bought 25k shrs every day for 6 months at est 30 cts total 3.2m shares. These shares have been redistributed to direct investors to probably avoid insider reporting. Chuck Gillman and Jeff Eberwein gave themselves more RSU for temporarily sitting on NOVC Board. Close college friend to Barry Igdaloff also DX investor Todd Emoff (per Igdaloff own book Guest in Nightmare" story of their investment in Guest Supply sold to Sisco Foods) and his bro own 5m est. This totals 84M shares. I know less than a dozen that own at least 15m that totals 99.55M of 103M shares outstanding per last Q. Someone bought over 3M NOVC Common over the last month. Facts NOVC says clean up call rights CCR on 21 of 26 deals per Service Rights Transfer Agreement section 5.04 (see back of 10Q Q3 2007 for copy of SRTA) are worth nothing, yet a quick read of IMH SEC docs contradict this information. Michael Huang PM at NRZ and employee of Fortress shared documents showing CCR are valuable especially if you are experienced and can buy back the bonds at discount, leverage the collateral assets and can lock in NIMs. Bill Wallis Director of Barings designate to Thomas Finke, CEO & Chief Investment Officer at Barings, stated NIMs of only 200 Bpts are economical. Per 2018 Press Release from NOVC, Bond Remittance Reports, Service Rights Transfer Agreement attached to the back of Q3 10Q 2007 by NOVC show NIMS of 450 to 500 Bpts are more likely on most of $3B portfolio. To provide illustration take 21/26 80% x 3B = $2.4B x NIM of 500 Bpts is NIM per year of 120M/annual, let us assume mortgages last another 10 Years on average that is FV $1.2B NIM net interest margin. This gives shareholders a sense as to why these experts in Non-QM aka Subprime mortgages, MREIT, CCR, NOLs own 80% of the company. Their track records, accomplishments are beyond reproach. They are experts and all know each other. DX investors Igdaloff, Amster, Emoff, Akin co invested in Dynex Capital NYSE:DX with Fortress via Fortress 100% ownership of Capstead Mortgage CMO 2000-2003. Note DX is where NOVC Founders worked prior to NOVC. DX had NOL very similar to NOVC, residuals and CCR like NOVC. DX stock went from pennies to 10 per share and now trades NYSE:DX. Fact Fortress (Wesley Edens, Peter Briger, Michael Huang), Manny Friedman, Neal Wilson of EJFcap.com x FBR, Thomas Akin even DX investors Igdaloff and Amster are ALL world class experts in MREITs, MBS, CCR and understand how to use NOL. IMHO they know the value of CCR and how to use NOLs better then any investors in the world. Facts suggest only one conclusion: NOVC is using Sr Debt with past co investor Fortress + submerging Healthcare-staffing.com HCS and failing to share their real plan to enrich themselves by driving PPS to penny to award themselves at least 41M common (31.250M at less than one penny to Sr Debt Holders who have used CDOs to mask their true economic entities Fortress, EJFcap) and Board members over 10M RSU at pennies, controlled by Barry Igdaloff, Chuck Gillman/Jeff Eberwein via their 3 Amigos. For those shareholders that attend Annual Meeting in one month 12/12/19 do not let the Amigos tell you NOVC trapped by Sr Debt Holders or have no plans. Study IMH, DX, and Fortress including Wesley Edens COB who reorganized Newcastle Investment Group NCT which he split into 4 separate public companies all tax favored; NRZ, DS, SNR and NEWM between 2013 and 2016. Fortress and Wesley Edens kept millions in shares including warrants and options in each of these companies. In many cases they received management fees 1.5%, collect dividends from NRZ, NEWM and SNR. NOVC shareholders should expect nothing less and should demand the ruse stop now. The accomplishments of Thomas Akin, Wesley Edens, Peter Briger, Michael Huang, Manny Friedman that use CDOs to hide their true economic identities, control NOVC Sr Debt & now own 31.250M common. Barings aka Mass Mutual, Thomas Finke Chief Investment Officer and his direct Bill Wallis have stated a strong commitment to support these experts that now control NOVC cap table. Read IMH last 10k Thomas Akin, Richard Pickup and Todd Pickup own 53% of all IMH and Impac Mortgage Holdings which is going strong in Non-QM aka Subprime Mortgage Loans that same asset class that NOVC holds CCR per Service Rights Transfer Agreement section 5.04. Ask the Board when NOVC will spin NovaStar Financial Inc. back off as MREIT using CCR leveraged into a dividend and then use NOLs with a newco. Fortress Wesley Eden, Peter Briger, Dan Bass, CFO splits NCT Newcastle Investment Group into 4 co New Residential Investment Group NRZ $15.39 pps pays 2 Dividend (13% yield) per last 10k Fortress owns 9M NRZ common (2.4M and 6.5M Options) Fortress manages NRZ for 1.5% manage fee per 10k Edens collects 2 annual dividends on 2.4M shares Drive Shack Inc. DS $4.165 pays 0 Dividend owned by Wesley Edens and FORTRESS No dividend New Senior Investment Group SNR 7.87 pps pays .52 annual dividend (6.5% yield). TOTAL 33.78 worth of shareholder value pps from what was NCT Newcastle Investment Group Per SEC 14A of SNR below SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS. Look at SEC 14A for NRZ, DS, SNR below and NEWM you will see Fortress, Affiliates of Fortress and Wesley Edens all over management fees, warrants, Options, commons shares. Listed in the following table is certain information with respect to the beneficial ownership of shares of our Common Stock as of April 17, 2017 by each person known by us to be the beneficial owner of more than five percent of our Common Stock, and by each of our directors, director nominees and executive officers, both individually and as a group. For purposes of this Proxy Statement, a “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:
A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security at any time within 60 days.
26 TABLE OF CONTENTS 14A Proxy for NEWM May 2019 COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table provides information with respect to the beneficial ownership of our Common Stock as of April 8, 2019 (except as otherwise noted) by (a) each person known by us to be a beneficial owner of more than 5% of our outstanding Common Stock, (b) each of our directors and our named executive officers, and (iii) all directors and executive officers as a group. Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities. We have outstanding an aggregate of 60,241,078 shares of Common Stock as of April 8, 2019.
26 TABLE OF CONTENTS vesting date: (i) 25,173 shares of restricted stock granted on February 20, 2017, which vested 33.3% on February 20, 2018 and 33.3% on February 20, 2019 and will vest 33.4% on February 20, 2020; and (ii) 45,900 shares of restricted stock granted on February 27, 2018, which vested 33.3% on February 27, 2019, and will vest 33.3% on February 27, 2020 and 33.4% on February 27, 2021. Mr. Davis may vote these unvested shares of restricted stock but may not transfer them.
27 TABLE OF CONTENTS RELATED PERSONS TRANSACTIONS Review of Transactions with Related Persons SEC rules define “transactions with related persons” to include any transaction in which the Company is a participant, the amount involved exceeds $120,000, and in which any “related person,” including any officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities or an immediate family member of any of the foregoing, has a direct or indirect material interest. The Company adopted a written policy that outlines procedures for approving transactions with related persons, and the independent directors review and approve or ratify such transactions pursuant to the procedures outlined in this policy. In determining whether to approve or ratify a transaction with a related person, the independent directors will consider a variety of factors they deem relevant, such as: the terms of the transaction; the terms available to unrelated third parties; the benefits to the Company; and the availability of other sources for comparable assets, products or services. The policy includes standing pre-approvals for specified categories of transactions, including investments in securities offerings, participation in other investment opportunities generally made available to our Manager’s employees and certain commercial dealings with UpCurve, Inc. (formerly GateHouse Media Ventures, Inc.), provided that (a) the terms and conditions represent the result of arms-length negotiation and are no more favorable to the related party than the terms available to similarly situated third parties and (b) the annual value is reasonably anticipated to be less than $1.5 million. As of December 30, 2018, Fortress and its affiliates owned approximately 1.1% of the Company’s outstanding stock and approximately 39.5% of the Company’s outstanding warrants. In addition, our Chairman, Wesley Edens, is also a Principal, the co-Chief Executive Officer and a member of the board of directors of Fortress. We do not pay Mr. Edens a salary or any other form of compensation. The Company’s Chief Executive Officer and former Chief Financial Officer are employees of the Manager and their salaries are paid by the Manager. On February 28, 2018, we acquired substantially all of the assets of Holden Landmark Corporation, a Massachusetts corporation and a company in which our Chief Operating Officer owned an interest, for $1.2 million plus working capital. In January 2019, we invested approximately $0.4 million in TouchCare Holdings LLC (“TouchCare”), owner and operator of an online analytics health advocacy platform. Mr. Edens is a co-founder and director of TouchCare and Mr. Reed also serves as a director of TouchCare. In addition, GateHouse contracts with TouchCare to provide consumer-education driven medical offerings that had an annual services payment of approximately $0.1 million in 2018. In the ordinary course of our business, we may, from time to time, engage in transactions with companies that are either affiliates of or have a relationship with SoftBank Group Corp. (“SoftBank”) and its affiliates. Softbank is the parent company of Fortress. Management Agreement We are managed by the Manager, an affiliate of Fortress, pursuant to the terms of the Amended and Restated Management and Advisory Agreement, dated as of March 6, 2015 (the “Management Agreement”), between us and our Manager. Our Management Agreement requires our Manager to manage our assets and operations subject to the supervision of our Board. Our Manager is responsible for our day-to-day operations and will perform (or cause to be performed) such services and activities relating to our assets and operations as may be appropriate, which may include, without limitation, the following:
28 TABLE OF CONTENTS
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Msg # | Subject | Author | Recs | Date Posted |
148683 | Re: Capital Table of NOVC is 95M owned by investors that do not trade. So who buying 3m shrs over last month? | poolblue3 | 4 | 11/18/2019 4:27:16 PM |
148686 | Re: Capital Table of NOVC is 95M owned by investors that do not trade. So who buying 3m shrs over last month? | poolblue3 | 3 | 11/18/2019 9:44:51 PM |
148689 | Re: Capital Table of NOVC is 95M owned by investors that do not trade. So who buying 3m shrs over last month? | mcspazm | 2 | 11/19/2019 8:12:36 AM |