To: golden_tee who wrote (13992 ) 8/26/1999 10:49:00 PM From: MGV Respond to of 27311
<<VLNC clearly, by the terms of the financing, was not negotiating from a position of strength>> Really? Aside from the "potential" for a floorless conversion, the terms were excellent. Even the bashers admitted that at the time of the announcement. Who, aside from VLNC S/H "cult" members "admitted" the terms were "excellent.?" More to the point, the terms were poor because the agreement did not provide for sufficient funding to finance operations for longer than several months and remove the supply of capital as an issue in the equity markets. The result is a low and falling price 1 year later. Second, the terms were poor because they do to painful effect provide for a floorless conversion, which also has the effect of putting pressure on VLNC share price at a time when it's management has admitted it needs the price to go higher in order to tap the equity markets for needed capital. <<Hence the risk of serious dilution>>Only is CC was not friendly as later proved NOT to be the case with the dropping of the first "floorless". The bottom line is CC did not drop the floorless conversion term. The best you can reasonably say is that it agreed to delay the activation of a floorless conversion. The predictament now is influenced at least in part by the floorless conversion term being activated on 7/27. If CC were "friendly" as you imply the term, it would have "dropped" the term. Although it postponed the activation of the term, it did not agree to drop it. Now the term is active and in effect. It is not beneficial to VLNC shareholders. <<the low amount of total commitment in light of VLNC's strained CF requirements>>This was VLNC's choice. Not to mention that CC was happy to come in and offer more funds at a later date. That makes no sense. Why would VLNC choose the circumstance in which it finds itself if it could have had a clear path to more and cheaper financing? Do you understand this point? Can you understand this point? <<As Forbes magazine pointed out, Berg, himself, is regarded as somewhat of a VC lender of "last resort" in SV.>>Post the passage. Its your money. The article is online. Go get it. <<VLNC has been operating on a shoestring B/S for years.>>True, about 2 years, but they never borrowed month to month. The best you can say is "never" until now. <<The net flow of funds - based on the publicly reported sales of VLNC stock by Berg and Dawson over the years - has moved from VLNC to these two insiders rather than the reverse.>>I'll admit that this statement, while implying something dishonest occurred (which it did not), is one interpretation of what occurred. It did not imply dishonesty. It suggested shrewdness. It implied something less than zealous shareholder friendliness. In light of the expressions by you and your peers of reliance on the BOD and VLNC management to have alignment with your interests this point would have to be disconcerting at best.If and when your lawsuit against VLNC ever settles, we'll know if the courts bought your argument. The lawsuit against VLNC that you mention is not my lawsuit. I am not a member of the class. Are you? Likewise, the argument that you raise pall mall of implied dishonesty is neither mine nor - I believe - the author of the Forbes magazine article - at least not as written. I'm not familiar with the plaintiffs' legal theories of liability in the lawsuit. Are you? Its of no consequence to me. Is it to you? <<This fact, alone, does not mean that VLNC is a fraud company or will fail.>>Bingo, so stop implying that it means exactly that. Your inferences consistently are wrong. It matches your judgement apparently. "Fraud" is your word. It expressly was not mine. <<Nevertheless, it is a significant issue that is wholly ignored by the VLNC "cult" of fervent supporters on this thread.>>Speaking for the "cult", I am fully aware of it, and I really don't see the relevance. It is clear that you do not, which is why you are losing money and opportunity. It is a function of demonstrated poor judgement, to be charitable.