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UNS 8-K Friday night bad news dump, page-25

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jake0002

8,614 Posts.

2909

12/12/15

16:43

Post #: 16601341
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Originally posted by TDA ↑

Was waiting for this to happen, I was hoping it wouldn't come but yep they triggered it at 70c!

From the amended agreement:

First ICG Pledge
On May 8, 2015, the Reporting Person entered into a Loan Agreement and Share Mortgage (the “First ICG Loan and Share Mortgage Agreements”), with ICG Venture Limited (“ICG”) pursuant to which the Reporting Person entered into a three-year term loan with a principal amount of US$707,264.60 with ICG. Pursuant to the First ICG Loan and Share Mortgage Agreements, the Reporting Person pledged to ICG 350,000 shares of Common Stock (the “First ICG Pledged Shares”), which were registered in ICG’s name. Except as set forth in the Supplement Agreement (as described below), ICG is required to re-register in the Reporting Person’s name the Collateral Shares and Additional Collateral (as such terms are defined in the First ICG Loan and Share Mortgage Agreements), including the First ICG Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon. A copy of the form of the First ICG Loan and Share Mortgage Agreements is filed as Exhibits 8 and 9 and incorporated herein by reference in their entirety.
Pursuant to the First ICG Loan and Share Mortgage Agreements, between on or around July 31, 2015 and August 31, 2015, the Reporting Person transferred to ICG an aggregate of $81,979.39 and registered an aggregate of 332,132 shares of Common Stock in ICG’s name as additional collateral due to a decline in the value of the pledged collateral below the required Minimum Collateral Value (as defined in First ICG Loan and Share Mortgage Agreements) of the First ICG Loan and Share Mortgage Agreements.
On September 30, 2015, the Reporting Person defaulted on the First ICG Loan and Share Mortgage Agreements due to a failure to cure the decline in the value of the pledged collateral below the required Minimum Collateral Value by payment of $122,783.28 and the trigger of the Auto-Default Trigger (as defined in the First ICG Loan and Share Mortgage Agreements).
On October 26, 2015, the Reporting Person and FP Ventures Limited (formerly ICG) (“FP”) entered into a Supplement to Loan Agreement (the “Supplement Agreement”) under which the Reporting Person registered 450,000 shares of Common Stock in the name of FP as additional collateral. Further, the Reporting Person and FP agreed, among other things, that (i) the loans under the First ICG Loan and Share Mortgage Agreements and Second ICG Loan and Share Mortgage Agreements (as defined below) will be consolidated into one loan, (ii) collateral in the amount of $722,298.09 is due on or before January 16, 2016 (which if paid in cash, the 450,000 shares shall be re-registered in the name of the Reporting Person), (iii) the Auto-Default Trigger will be reset to $0.70 for the period of October 28, 2015 to January 14, 2016 and $0.77 for the period from January 15, 2016 onwards, (iv) an upside sharing payment may be due to FP upon settlement of the loan at maturity based on an appreciation of the share price of the Common Stock, and (v) 1,400,000 shares of Common Stock and all Additional Collateral will be held by FP for one year after settlement of the loan. A copy of the form of the Supplement Agreement is filed as Exhibit 10 and incorporated herein by reference in their entirety.
As a result of aforementioned default under the First ICG and Share Mortgage Agreements, between September 30, 2015 and October 26, 2015, FP may be deemed to be a beneficial owner of an aggregate of 682,132 shares of Common Stock.
The Reporting Person and FP contemplate amending the First ICG Loan and Share Mortgage Agreements and Second ICG Loan and Share Mortgage Agreements to reflect the terms of the Supplement Agreement.
Second ICG Pledge
On June 16, 2015, the Reporting Person entered into a Loan Agreement and Share Mortgage (the “Second ICG Loan and Share Mortgage Agreements”) with ICG pursuant to which the Reporting Person borrowed a three-year term loan with a principal amount of US$2,365,440

from ICG. Pursuant to the Second ICG Loan and Share Mortgage Agreements, the Reporting Person pledged to ICG 1,500,000 shares of Common Stock (the “Second ICG Pledged Shares”) which were registered in ICG’s name. Except as set forth in the Supplement Agreement, ICG is required to re-register in the name of the Reporting Person the Collateral Shares and Additional Collateral (as such terms are defined in the Second ICG Loan and Share Mortgage Agreements), including the Second ICG Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon. A copy of the form of the Second ICG Loan and Share Mortgage Agreements is filed as Exhibits 11 and 12 and incorporated herein by reference in their entirety.
Pursuant to the Second ICG Loan and Share Mortgage Agreements, between on or around July 31, 2015 and August 31, 2015, the Reporting Person transferred to ICG an aggregate of $287,685.78 and registered an aggregate of 769,536 shares of Common Stock in ICG’s name as additional collateral due to a decline in the value of the pledged collateral below the required Minimum Collateral Value (as defined in Second ICG Loan and Share Mortgage Agreements) of the Second ICG Loan and Share Mortgage Agreements.
On September 30, 2015, the Reporting Person defaulted on the Second ICG Loan and Share Mortgage Agreements due to a failure to cure the decline in the value of the pledged collateral below the required Minimum Collateral Value by payment of $408,515.44 and the trigger of the Auto-Default Trigger (as defined in the Second ICG Loan and Share Mortgage Agreements).
On October 26, 2015, the Reporting Person and FP entered into the Supplement Agreement as described above.
As a result of aforementioned default under the Second ICG and Share Mortgage Agreements, between September 30, 2015 and October 26, 2015, FP may be deemed to be a beneficial owner of an aggregate of 2,269,536 shares of Common Stock.
The foregoing descriptions of the agreements in this Item 6 do not purport to be complete and are qualified in their entirety by reference to such agreement, filed as set forth below.

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I wonder if this loan was the source of those funds that AS found to cure that cash shortage/default issue that UNS had not so long ago?

this sort of financial complexity is so bloody complicated.
these loans and dealings of AS is probably just a mini version of the loan and funding complexity which must certainly afflict UNS.

I think in US you could borrow money from a cat or dog, to fund a packet of dog biscuits. There seems to be funding available for just about anything.

But the corollary of that is that it comes with such complexity.

And these arrangements are simply as a result of the desperation of the borrowers. Nothing surer.

And I will guarantee that it is the funding/security/complexity which is delaying the resolution of UNS' re-generation.

Have a look back at some of the funding/equity/loan arrangements for UNS that they published. I started reading some of them and I got a headache!
The problem is, that EACH funder/equity provider/banker/lender/dog trainer all want their cut.
In any re-generation proposal EACH of those parties must be made satisfied.
SO EACH party will need to dealt with as to repayment of funds, security, interest costs, upside issues, security, pecking-order (ie liquidation pecking order), legal issues, probably Govt regulation issues re health stuff, etc plus all will want to do sort level of new Due diligence etc. Each party will have their own legals working on it, all putting in their two-bobs worth.

Sort it will be a nightmare for MS and UNS to navigate!

So I guess we cannot be surprised if we don't get some sort of resolution before y/e.
I guess we would get an update, but just maybe not a formal result?

UNS Price at posting: 16.0¢ Sentiment: None Disclosure: Held
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