Novation Co OTCBB $NOVC shareholders outside the huddle of Barry Igdaloff, Howard Amster ($NOVC last Board Members) must understand most of the $NOVC common are camouflaged to Mr. Market. Igdaloff and Amster have accumulated at least 40M or 35% of NOVC common yet much are camouflaged. Evidence shows Igdaloff, Amster's co investors include not only Mass Mutual Barings 19M 17% of $NOVC common but Fortress/EJF Capital (past investors that restructured Dynex Capital NYSE $DX with Igdaloff and Amster making them millions) hidden or camouflaged behind CDOs Taberna/Kodiak CDO at least 31.3M NOVC common and these CDOs Fortress/EJF Capital also own NOVC only Sr Debt to exit Ch 11. Boulay Group www.boulaygroup.com knows Fortress/EJF own the only Debt plus 27% of NOVC common YET CONCEAL this fact in SEC filings they audited and certified to SEC. These investors own at least 91M shares of $NOVC 116M shares outstanding see below or 80% and the only Sr Debt. This is a gross breach of GAAP accounting by both NOVC Board (Igdaloff, Amster) and Boulay Group. $NOVC Sr Debt is ruse to take 47M of their 91M shares at pennies or less. In addition Sr Debt allows Wesley Edens, Peter Briger co CEOs of Fortress to stall so they and their co investors can buy Fortress back from Softbank. Sr Debt and other SEC filings by NOVC are used to repel Mr. Market. $NOVC Board of Directors Barry Igdaloff, Chairman and Howard Amster made millions restructuring Dynex Capital $DX with $NOVC co investors Fortress. Barry Igdaloff and his pal Todd Emoff (read Igdaloff book Guest in Nightmare selling Guest Supply which they owned with Sysco Foods). Boulay Group and NOVC Board fail to disclose NOVC Board aka Igdaloff, Amster past relationship with NOVC largest Sr Debt Holder and now thanks to them NOVC largest common shareholders Fortress.
Barry Igdaloff, Howard Amster allowed Chuck Gillman, Jeff Eberwein and their appointees (David Pointer, Lee Keddie, Tim Eriksen and Bob Pearse) to remove over 10M NOVC common at pennies via sitting on NOVC Board. IMHO they had NO intentions of delivering shareholder value. Their sole objective was to launder RSUs restricted stock units aka $NOVC common shares at pennies.
The red flag IMO is how Barry Igdaloff and Howard Amster have gone to length to camouflage the shares in their group especially the SEC disclosures that hide Fortress Wesley Edens, Peter Briger co CEOs behind Taberna CDOs I and II and Manny Friedman, Neal Wilson co CEOs behind Kodiak CDO I and their own shares parked at related accounts via Form 4s. Excluding 19.3M common held by Barings and parent Mass Mutual this means most of the remaining shares 71.7M shares have been camouflaged. need to appreciate these investors park most of the NOVC common at related accounts via Form 4s. Evidence proves the Form 4s are not S on exchange but private transfers. Further $NOVC Board along with Boulay Group $NOVC CPA Firm and Outside Auditor paid hundreds of thousands camouflage another 31M behind these CDOs
Why would NOVC Board of Directors camouflage most of their NOVC Common Shares ? Why would Boulay Group and NOVC Board fail to disclose the same investors hidden behind CDOs Taberna/Kodiak CDOs aka Fortress/EJF Capital own BOTH 31.3M NOVC common 9M common at zero plus 22.250M Ten Year Warrants at one cent strike price aka zero and NOVC ONLY SR DEBT to Exit Ch 11. Why would Judge Davis and NOVC Famed Law Firm Joel Sher Partner Shapiro Sher allow NOVC to pay CDOs the only Sr Debt Note Holders all their back interest compounded for NO REDUCTION in Sr Debt principle (called a cram down in Ch 11 terms)? Why would NOVC Board of Directors Howard Amster and Barry Igdaloff both of Ohio months after exiting Ch 11 pay CDOs owned by Fortress/EJF Capital millions more cash plus 31.3M NOVC common at less than 1 cent again for NO REDUCTION in Sr Debt principle?
It has to be an understanding Quid Pro Quo that Mass Mutual Barings Bill Wallis, Director in Charlotte, NC and Thomas Finke ex CEO of Barings and CIO at Mass Mutual agreed to or provided their tacit consent. That understanding must be an arrangement where Fortress/EJF Capital their parents Softbank/White Mountains Capital $WTM have agreed to participate next to Mass Mutual and sub Barings in NOVC shelf offering camouflaged inside Oct 2018 Proxy 14A page 12 that prices one NOVC common at $2.33/share exactly the cost basis of Mass Mutual and Barings 19.3M NOVC common. The Proxy 14A provides for up to 500M common NOVC Equivalents x 2.33 = $1.165B cash easily enough to cut and paste past restructurings at $DX, $NCT now tax exempt MREIT $NRZ, $DS kept all of NCT $160M NOLs by splitting Novation Companies Inc. $NOVC into 2 maybe 3 tax free companies as:
Tax Exempt MREIT relaunching Novastar Financial Inc. ex NYSE $NFI and monetize CCR cleanup call rights that control future use of Billions of collateral assets (seasoned and carry weighted average coupons WAC of est 600 Bpts). Logic points to merging HCS www.healthcare-staffing.com with Jeff Eberwein Hudson Global $HSON.