SilverBow Goes Shock and Awe Somewhere in N.Y., at least one energy investment firm could be peeling itself off the ceiling. The long and popcorn-worthy proxy battle between Kimmeridge (KEM) and Houston-based SilverBow Resources (SBOW) took a dramatic twist today perhaps no one saw coming. Reese Energy Consulting is following the surprise news that after a dogged pursuit by KEM to merge its Eagle Ford assets with SilverBow’s larger position there, a third cast member has entered stage right to topple the dominos. A little backstory: KEM, known to be, er, somewhat outspoken, is SBOW’s largest investor at 13%. KEM has repeatedly made offers to acquire SBOW—the most recent for $2.1 billion in March, which was also quickly rebuffed. At the same time, KEM announced it would seek three SBOW board seats up for a May 21 shareholder vote. But after two years of a love gone wrong that included eight different merger packages by KEM and dismissed one right after the other by SBOW, the boiling pot began to spill over. KEM in April withdrew its $2.1 billion offer to focus instead on winning those board seats in a campaign of shareholder communiques and press releases rife with loaded language and accusations. Then today, the dominos started to fall in what must’ve been slow motion for certain folks. Houston-based Crescent Energy announced it would acquire SilverBow for the same $2.1 billion price tag. The company, looking to build its Eagle Ford presence, also operates in the Uinta, reporting record 1Q production of 166 MBOED. A half-hour later, SBOW followed up with news that its 2024 annual meeting of stockholders has been rescheduled to May 29. Proposals to be voted on, including nominees to the board, will not change. What do you think? Learn more about REC and our oil and gas consulting services in the Eagle Ford and Uinta at https://lnkd.in/ewhkGFa.
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SilverBow Goes Shock and Awe Somewhere in N.Y., at least one energy investment firm could be peeling itself off the ceiling. The long and popcorn-worthy proxy battle between Kimmeridge (KEM) and Houston-based SilverBow Resources (SBOW) took a dramatic twist today perhaps no one saw coming. Reese Energy Consulting is following the surprise news that after a dogged pursuit by KEM to merge its Eagle Ford assets with SilverBow’s larger position there, a third cast member has entered stage right to topple the dominos. A little backstory: KEM, known to be, er, somewhat outspoken, is SBOW’s largest investor at 13%. KEM has repeatedly made offers to acquire SBOW—the most recent for $2.1 billion in March, which was also quickly rebuffed. At the same time, KEM announced it would seek three SBOW board seats up for a May 21 shareholder vote. But after two years of a love gone wrong that included eight different merger packages by KEM and dismissed one right after the other by SBOW, the boiling pot began to spill over. KEM in April withdrew its $2.1 billion offer to focus instead on winning those board seats in a campaign of shareholder communiques and press releases rife with loaded language and accusations. Then today, the dominos started to fall in what must’ve been slow motion for certain folks. Houston-based Crescent Energy announced it would acquire SilverBow for the same $2.1 billion price tag. The company, looking to build its Eagle Ford presence, also operates in the Uinta, reporting record 1Q production of 166 MBOED. A half-hour later, SBOW followed up with news that its 2024 annual meeting of stockholders has been rescheduled to May 29. Proposals to be voted on, including nominees to the board, will not change. What do you think? Learn more about REC and our oil and gas consulting services in the Eagle Ford and Uinta at https://lnkd.in/ewhkGFa.
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Philip Fisher is an American stock investor known for using Qualitative Analysis and Scuttlebutt methods to select companies to invest in. Fisher laid rules that assess the quality of a company's management, products, services, and long-term growth potential. He believed that the research effort led by the company generates substantial value for investors in the long term. Fisher determined whether a company has an executive climate such that echelon employees have confidence in its president or chairman and proposed that a responsible company should also have outstanding labor and personnel relations. Fisher spotted good businesses relative to their competitors; this leads us to his famously known Scuttlebutt method. With the Scuttlebutt method, Fisher talked to key customers, suppliers, competitors, ex-employees, and even management from the companies of interest and asked each of them questions about the strengths and weaknesses of the company and other competitors. Their responses aside, the primary goal of this exercise is to check for companies' sense of trusteeship for stockholders. #philipfisher #stockinvest #companyfundamental #intelligentinvestor #scuttlebutt #stockmarket #financialstrength #investor #valueinvesting
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Partner, Chief Investment Officer @ Running Point Capital — Multifamily Office / Family Office / PPLI & PPVA / Wealth Management / Advisor / Speaker / Board Member
Reuters reached out to Running Point and I for commentary yesterday in an article — by Yuvraj Malik and Priyanka G, “Trump Media shares plummet 21% days after debut” — regarding our thoughts on why Trump Media & Technology Group (#DJT) shares (the parent company of #DonaldTrump's social media firm Truth Social) had plunged more than -20% that morning, wiping out the gains from its debut last week. 📰The #hype around the stock is reminiscent of the #meme stock craze in 2021 which burnt many participants. Most investors are probably playing short-term trends here and have itchy trigger fingers to move in-and-out of the stock. 📉Investors might not mind the losses if revenues were sizable and growing, but they are aren't! Today's disclosures regarding losses of $58 million on only $4 million of revenue confirms what was suspected for a while and heightens worries about the ability of TMTG to continue as a going concern, which may weigh heavily on share prices for a while. 🔐Shares also have a further overhang from concerns that Trump may get permission to sell his stake prior to his original six-month lockup. Feels like longer-term shareholders are taking profits and shorter-term investors may be cutting losses. 📚As often happens, once the story changes, so does investor reaction! Although stocks usually have a long-term time horizon, investors often shift the short-term milestones they focus on; in this case, going concern disclosures effect both short and long-term outlooks. Quoted excerpt is below: "TMTG enjoyed a huge run-up on hype and enthusiasm, but it is a long way off from becoming a true scaled social media challenger to X (Twitter), Instagram, TikTok and other platforms," said Michael Ashley Schulman, analyst at Running Point Capital. #stocks #mergers #Trump #outlook #investments #wealthmanagement #CIO #familyoffice #analysis ~~ Disclosure: The opinions expressed are those of Running Point Capital Advisors, LLC (Running Point) and are subject to change without notice. The opinions referenced are as of the date of publication, may be modified due to changes in the market or economic conditions, and may not necessarily come to pass. Forward-looking statements cannot be guaranteed. Running Point is an investment adviser registered with the U.S. Securities and Exchange Commission. Registration does not imply a certain level of skill or training. More information about Running Point’s investment advisory services and fees can be found in its Form ADV Part 2, which is available upon request. RP-24-52
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A.B. Korelin & Associates - Advisor and consultant for smaller issuers, public and private. I focus on regulatory and financial compliance and disclosure that connects with investors.
Management needs to seriously consider the downside of blaming short sellers (real or fabricated) for poor stock performance. Sure, it may successfully rally some believers to your cause and pump up the stock price, but the effect is most definitely temporary, and such claims will often do the stock, and the management personally, much more harm than good. Any short-squeeze, even a real one, doesn’t last. And it certainly doesn’t do anything to change the underlying fundamentals of the company. Even if there is a buying frenzy, what the company is left with is a lot of unhappy and very short-term minded shareholders who bought in on the promise of quick profits that didn’t materialize. They don’t do much to build a successful and stable company long-term, as they will likely be looking to bail out at the first opportunity. From a regulatory perspective, trumpeting a short squeeze just got a lot more problematic. The recently SEC action against the officers of Torchlight/MMTLP for pumping up the stock price through trying to orchestrate, and them promoting, a short-squeeze which they used to sell stock should cause public companies to think twice about utilizing this strategy. If you are an officer or director of a company, railing at the short sellers, even if they are real, can bring you a bad reputation. Investors will begin to think of you as fixated on the stock market and not the underlying business at best. At worst, a market manipulator who is not serious about building a business. Either way, it will seriously damage their ability to raise funds, and is not productive for long-term success. Short-selling is just a fact of life. It happens. There will always be investors that don’t like your stock for whatever reason, real or imagined. Management shouldn’t be focused on the shorts and spending significant time going to war against them. Instead, they should be focused on building and growing their business and establishing positive long-term relationships with shareholders. #capitalmarkets #nasdaq #otc
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🚨 The Dark Side of Corporate #Management: A Cautionary Tale for Investors In the world of mining—and indeed, in many industries—there are tactics that can devastate shareholders while enriching those in control. These tactics have roots as far back as the Robber #Baron era, epitomized by figures like Jay Gould, who was notorious for his ruthless strategies. Despite his legacy of turning around Union Pacific Rail, Gould was so infamous for wiping out shareholders that he earned the nickname "Jay Gould's Touch of Death." Sadly, not much has changed. The same kinds of schemes are still in play today, with similar results. Here’s a basic playbook to watch out for: ▪️The Setup: 1) Target Distressed Companies with Tangible Value: These are companies that may be struggling but still have valuable assets or potential. 2) Unwarranted or Sudden Share #Consolidations: This sends a sell signal to the market that futher alienate the legacy shareholders. 3) Depressing Share Prices by Selling Large Blocks: Large blocks of shares may be sold off, driving the share price down deliberately. 4) Under-marketing the Company: The company may be intentionally under-promoted, reducing its visibility to potential investors. 5) Lack of #Guidance or Updates: Management might provide little to no updates to shareholders, creating uncertainty and driving away potential capital. 6) Selling or Shorting Through Third Parties: The company’s leadership might profit by selling or shorting shares indirectly through third parties or family members as means to depress the share price, later acquiring at a lower price. ▪️Transfer of Control: With the share price depressed, management begins issuing stock, often to themselves, at a deep discount. This further alienates existing investors and pushes the share price even lower. At this stage, the group now controls a significant portion of the company at a fraction of its true value. ▪️The Return: With the company’s value severely depressed, a new management group is brought in. The original team exits, selling off their shares quietly. As non-insiders, they can liquidate their positions over time without raising red flags. Legacy investors are effectively wiped out, while both the departing management and new investors profit from having acquired their stakes at steep discounts. ▪️Why It’s Hard to Catch: For regulators, this type of scheme is challenging. The gradual decline in share price often doesn’t seem deliberate, and by the time anyone notices, the damage is done. Legacy shareholders, left with little, rarely have the resources to pursue legal action. It can feel like throwing good money away. ▪️What Can You Do? Sadly not much. In the end, knowledge is your best defense against these tactics. Stay informed, stay cautious, and always do your due diligence before investing. But most important look for project sponsors and credible groups associated. #Mining #JuniorMining #TSXV #CorporateGovernance
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Managing Partner, Lucosky Brookman | Elevating Micro/Small Cap Companies | Raising Capital | Going Public | OTC to Nasdaq/NYSE Uplistings | Microcap IPOs | SPACs | Reverse Mergers
The Core Four Requirements: Navigating these requirements isn’t for the faint-hearted. It demands thorough planning, strategic thinking, and a comprehensive understanding of market dynamics. But it’s precisely these hurdles that separate the contenders from the pretenders. In Lucosky Brookman LLP’s recent article, New Listing Options for Micro-Cap Companies and Beyond: Cboe Global Markets, published by Forbes Business Council, we get into the intricacies of listing requirements for micro-cap companies eying Nasdaq or Cboe Global Markets. Experienced practitioners in this space understand the paramount importance of what we term the “core four” requirements: stockholders’ equity, share price, public float, and number of shareholders. These criteria aren’t just checkboxes; they’re the cornerstone of a successful listing journey. Nasdaq and Cboe set stringent benchmarks: a minimum stockholders’ equity of $5 million and a share price of at least $4.00. Yet, the challenges don’t end there. They also demand a public float of $15 million in shares held by non-affiliates and a minimum shareholder count of 300, including 150 with substantial holdings. Achieving compliance with the “core four” isn’t merely a regulatory obligation; it’s a strategic imperative. At Lucosky Brookman, we create roadmaps to achieve these benchmarks early in the process not only to enhance the likelihood of a successful listing but also to keep the drama level in transactions as low as possible, as the delas approach the finish line! Read the full article here: https://cstu.io/816c60 Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #ReverseMerger or #IPO through a private placement, firm commitment underwriting, Reg A or otherwise, Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #ipo #lucoskybrookman #nyse #nasdaq #cboe #lucbro #forbes #forbesfinance #forbesfinancecouncil #core4
Council Post: New Listing Options For Micro-Cap Companies And Beyond: Cboe Global Markets
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Partner, Chief Investment Officer @ Running Point Capital — Multifamily Office / Family Office / PPLI & PPVA / Wealth Management / Advisor / Speaker / Board Member
Reuters reached out to Running Point and I for commentary yesterday morning in an article — by Medha Singh, Akash Sriram, and Zaheer Kachwala, “Digital World shares fall as traders resort to profit taking” — regarding our thoughts on why Digital World Acquisition Corp.'s (#DWAC) shares were falling after shareholders had approved its special acquistion corp. (#SPAC) merger with Trump Media & Technology Group (#TMTG), the parent of #DonaldTrump's social media firm Truth Social. 📰From an investment perspective, the moment voters approved the merger, DWAC's story changed from "will the merger be ratified (or approved) by shareholders" to "how will the stock price perform once it unites with Trump Media & Technology Group, which owns Truth Social"? 📚Once the story changes, so does investor reaction! 🔭Although stocks should have a long-term time horizon, investors often shift the short-term milestones they focus on. And unfortunately for the share price, many SPACs have a history of disappointing post-merger performance. Quoted excerpts are below: "I think a lot of investors are selling on the news .... now that it (deal) is happening, some of them are taking profits," said Michael Ashley Schulman, CFA, chief investment officer at Running Point Capital. The vote was the final step in completing the merger that would value TMTG at as much as $8.6 billion. Schulman added that the possibility of Trump selling shares after the lock-up period ends is having a negative effect on the stock. #stocks #mergers #Trump #outlook #investments #wealthmanagement #CIO #familyoffice #analysis ~~ Disclosure: The opinions expressed are those of Running Point Capital Advisors, LLC (Running Point) and are subject to change without notice. The opinions referenced are as of the date of publication, may be modified due to changes in the market or economic conditions, and may not necessarily come to pass. Forward-looking statements cannot be guaranteed. Running Point is an investment adviser registered with the U.S. Securities and Exchange Commission. Registration does not imply a certain level of skill or training. More information about Running Point’s investment advisory services and fees can be found in its Form ADV Part 2, which is available upon request. RP-24-46
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I want to caution you about the latest meme stock: Digital World Acquisition Corporation (DWAC), the blank-check stock that will shortly acquire Trump Media, the company that owns former President Trump’s Truth Social platform. DWAC is a blank-check company, known as a SPAC (Special Purpose Acquisition Company). SPACs are publicly listed. The idea of a SPAC has always seemed crazy to me. A SPAC raises money for an acquisition that isn’t yet identified to investors. Basically, investors are supposed to trust that the sponsors of the SPAC aren’t only highly qualified to evaluate potential acquisitions, but that they have the interests of the investors foremost in mind. As you can imagine, many SPACs have failed after they’ve made their acquisitions. Investors have rightly grown skeptical of SPACs. Which brings us to DWAC. Its shareholders will be voting on March 22nd for the stock’s acquisition of Trump Media. All offering documents list Risk Factors. In this case, the Risk Factors disclose that Trump Media has only minimal revenues and large operating losses. The Risk Factors also disclose all of the previous bankruptcies by companies affiliated with former President Trump, and how long these companies were in business before bankruptcy (just a few years). And yet…the share price for DWAC has soared in the wake of the announcement of the March 22nd special shareholder meeting, bringing market cap to $1.6 billion as of yesterday. Why is that the case? Meme-stock speculators are betting on the possibility that former President Trump will be re-elected, and that the share price of the listed Trump Media will soar the day after the election. Shall we call this a MAGA-meme stock? There is a significant downside. As you no doubt know, former President Trump faces enormous court judgments, possibly around a half-billion dollars total. Where is he going to get the money to pay these judgments, without selling what he considers to be his prime properties? If he is able to sell his shares in Trump Media shortly after March 22nd, he would receive more than enough cash to pay these court judgments. But, also, Trump’s sales of Trump Media stock would crash the share price for everybody else who’s bought shares. Now, there is a potential barrier in the way of the former President Trump selling his shares immediately. There’s a six month lock-up period during which he cannot sell his shares. Are there potential ways Trump can end-run the lock-up period? That’s the main risk facing speculators in this MAGA-meme stock. They may be exposed to a crashing of the value of their holding immediately after the March acquisition. Whatever your political preferences, it’s always risky to mix politics with investments. You can be a Trump/MAGA political supporter without taking the risks of investing in DWAC ahead of its acquisition of Trump Media. Thanks for reading my posts!
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IPOs Uncovered: Understanding and Investing in the Stock Market's Newest Companies - As the stock market continues to evolve, one of the most exciting and potentially lucrative opportunities for investors is the Initial Public Offering (IPO) market. IPOs represent a chance to invest in the stock market's newest companies, often before they become more widely recognized and before their stocks are available for public trading. Understanding IPOs is essential for any investor looking to diversify their portfolio and capitalize on early-stage growth opportunities. In this blog post, we will delve into the world of IPOs, exploring what they are, how they work, and the potential risks and rewards of investing in these newly public companies. What is an IPO? An IPO is the first time that the stock of a private company is offered to the public for investment. It is a critical milestone in a company's lifecycle, marking its transition from a privately held entity to a publicly traded one. Through an IPO, companies raise capital by selling shares to investors, providing them with an opportunity to participate in the company's growth and success. Investing in IPOs can be an attractive proposition for investors seeking high growth potential, as these companies often represent innovative ideas, disruptive technologies, and new market opportunities. However, investing in IPOs also comes with its own set of risks, including potential volatility, lack of historical performance data, and the uncertainty of how the market will value a newly public company. Therefore, it is essential for investors to conduct thorough research and due diligence before investing in an IPO. Understanding the company's business model, market positioning, competitive landscape, and growth prospects is crucial for making informed investment decisions. In conclusion, IPOs offer a unique opportunity for investors to access the stock market's newest and most promising companies. However, it is vital to approach IPO investing with caution and an understanding of the associated risks. By staying informed and conducting thorough research, investors can potentially capitalize on the growth and success of these exciting new ventures. March 14, 2024 at 11:44AM
IPOs Uncovered: Understanding and Investing in the Stock Market's Newest Companies - As the stock market continues to evolve, one of the most exciting and potentially lucrative opportunities for investors is the Initial Public Offering (IPO) market. IPOs represent a chance to invest in the stock market's newest companies, often before they become more widely recognized and before their stock...
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Why are many private company boards trying to stop employees from selling the stock they earned after years of loyalty and dedication? Almost all private companies require board approval for transfer, but some boards allow them and others do not. Do the common reasons that restrictive boards give stand up to any real scrutiny? Let’s take a look. REASON 1: Companies don’t want their cap tables to expand out of control. This argument is inconsistent with reality because secondaries result in fewer shareholders, not more. On Hiive it’s usually one or two funds at any given time who are buying from many stockholders. Similarly, firms like EquityZen, Linqto, InvestX Capital, Forge, MicroVentures, Riverside Ventures, and Calm Ventures, and countless SPV sponsors who use plaforms like AngelList, pool investors into a single entity and then buy from many sellers. Often, 10 to 20 lines on the cap table become one. In any event companies maintain absolute control. As soon as there is a potential match, Hiive submits it to the company for approval. They can then exercise their ROFR, and even block the trade. They should only use this right with good reason, but sadly too many boards just block all trades. REASON 2: Good for retention and incentivization. The idea here is that if employees can’t sell their stock (even after four years of vesting), then they will remain aligned and won’t jump ship. This reason fails for many reasons. First, how is the stock motivating to the employee if they do not believe they will ever be able to sell it? Second, is the board going to allow former employees to sell (surely that's doesn't help retention)? Third, it was not the reasonable expectation of the employee when they signed up that they would never be allowed to sell. Finally, isn't it widely recognized that the best way to retain is through new option grants once the old ones are fully vested? REASON 3: Don’t want to hurt primary fundraising A third reason companies give for fighting secondaries (covered in a recent Bloomberg News article by Hema Parmar) is that they don’t want today’s discounts to hurt their fundraising efforts. But don’t investors look at the company’s revenues, growth, and most importantly, market comparables, when arriving at a valuation? Do these companies believe they can change the fair value of their stock by banning trading? In fact, as I've said before, it's greater liquidity that benefits pricing, not the other way around. THE REAL REASON In my view, the reality is that boards are blocking for reasons of their own self-interest, and not for any of the above flimsy reasons. I will elaborate on this in another post, but maybe some of the board members from top venture firms like Accel, Andreessen Horowitz, Index Ventures, Sequoia Capital, Bessemer Venture Partners, Founders Fund, Khosla Ventures, and Benchmark can help with their position on this? #privatemarkets #unicorns #secondarymarket #stockoptions
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