reddog3
2 years ago
Former COB of $CMO now $FBRT readies move at Novation Co $NOVC Thesis on Request
Why has Whitney Tilson, Jeff Eberwein, Chuck Gillman & co investors at Board camouflaged 40M 35% Novation Companies Inc. $NOVC common? They are operating with MassMutual, Jefferies and Fortress/EJF Capital that hold at least 91M 80% of Common and the only Sr Debt to exit Ch 11. They will erase the only Debt when they make their move to create common shareholder value. Minority shareholders and Mr. Market must ask themselves: Will very accomplished investors all working together as common equity holders of at least 91M 80% of Novation Companies Inc. $NOVC common shares use the only Sr Debt which they also hold to flush Novation co $NOVC down the drain after years and millions of cash spent on Ch 11 Restructuring under Bankruptcy Law? Logic dictates Novation Companies Inc. $NOVC controlling common equity holders will announce something that is in their economic best interests as common shareholders not as Sr Debt Holders. The $NOVC Board of Directors and their SEC filings/actions Chairman of the Board Barry Igdaloff (JD, CPA 20 yrs on Dynex Capital $DX Board after restructuring $DX with Fortress, Wesley Edens), Howard Amster ex $DX investor per SEC filings owned over 5% of both $DX common and preferred) appear as agents for Note Holders Fortress, EJF Capital hidden behind CDOs (CDOs own 31.3M common 27% & only Sr Debt to exit Ch 11) and Mass Mutual sub-Barings & Jefferies $JEF. They have used FUD fear, uncertainty, and disinformation to buy time so Co CEOs and partners at Fortress can buy Fortress back from Softbank $SFTBY. They have used FUD to convert Board compensation into est 16M RSU at pennies and handed Fortress/EJF 31.3M NOVC common at below one penny (who knows the buyers of over 100M $NOVC common at pennies) https://globenewswire.com/news-release/2019/08/09/1900133/0/en/novation-companies-inc-executes-first-amendment-to-senior-secured-note-purchase-agreement.html
Perspective: I define in my thesis how Fortress/EJF Capital behind Taberna CDOs/Kodiak CDO I, Mass Mutual & sub-Barings & Jefferies all connected to $NOVC Board of Directors acting together can make est $5 Billion at Novation Companies Inc. $NOVC not as Sr Debt Holders BUT as Novation Companies Inc. $NOVC common equity holders. They own both but CPA firm http://boulaygroup.com outside auditor fails to disclose this fact in 10Ks). The basis of my thesis is these investors can and I believe will split $NOVC into 2 tax free companies one tax exempt MREIT the second a healthcare service provider with $730M NOLs. Billions as common equity holders vs Sr Debt per 10K. Sr Debt has fair market value in 10Ks of only $11M, Face Value $87M, Fortress/EJF paid almost nothing for CDO Service Rights. This is exactly what Fortress did in restructuring Newcastle Investment Corp $NCT into Drive Shack $DS which kept $160M NOLs after they spun out 3 tax exempt MREITs $SNR New Senior sold recently for $2.3B, $GCI and New Residential Investment Corp $NRZ. These controlling $NOVC common shareholders can create as at $NRZ hundreds of millions annually in cash flow in form of Management Fees and Dividends. This is also what $NOVC Board of Directors Chairman Barry Igdaloff & Howard Amster achieved at $DX Dynex Capital 2000-03 with Wesley Edens (COB of Capstead Mortgage now $FBRT which camouflaged Fortress ownership at $DX just like $NOVC camouflages Fortress ID behind Taberna CDOs I and II). Does this not make NOVC only Sr Debt to exit Ch 11 a ruse to create temporary GAAP Going Concern while they allocate 47M NOVC common at pennies and maybe buy many of the over 100M NOVC common traded just since $NOVC exit Ch 11.
One issue is Fortress last week terminated their very lucrative management agreement with New Residential Investment Group $NRZ. Was this part of a deal with Masa Son, CEO of Softbank to agree to SELL Fortress back to its principals? Alternatively, maybe the deal to sell Fortress is over and Fortress by terminating its $NRZ management agreement has paved the way to manage a new tax exempt MREIT like Novation Companies Inc. $NOVC former tax exempt MREIT Novastar Financial Inc. ex NYSE $NFI relaunched probably under new name? Has Fortressβ termination of their $NRZ management agreement paved the way to finally act like the Novation Companies Inc. $NOVC common equity holders they are and pave the way to split $NOVC into two tax free public companies like they have done many times before at similar companies. Fortress has been paid annually over $150M management fee by New Residential Investment Corp $NRZ plus dividends. The termination will result in Fortress cashing $400M termination fee and ending this very lucrative management agreement with $NRZ also changing NRZ name to Rithm Capital https://businesswire.com/news/home/20220617005477/en/New-Residential-Investment-Corp.-Announces-Internalization-and-Rebrand-to-Rithm-Capital-and-Declares-Second-Quarter-2022-Dividends
New Residential Investment Corp. Announces Internalization and Rebrand to Rithm Capital, and Declares Second Quarter 2022 Dividends June 17, 2022
Instrumentalist
3 years ago
Chief Executive Officer
Dave Pointer has served on the Board of Directors starting in 2018. Mr. Pointer has served as the Managing Partner of V.I. Capital Management, LLC, a registered investment advisory firm that he founded, since 2008. Prior to that, Mr. Pointer was a Senior Portfolio Manager and Senior Vice President at ICM Asset Management, an employee owned investment manager, from 2003 to 2007, as well as Portfolio Manager at AIM/INVESCO Investments, an investment management firm, from 1999 to 2003. Dave has served on the Board of Directors of CompuMed, Inc., an enterprise telemedicine solutions company, since 2013 and as Chairman since 2014, and as Co-Chief Executive Officer from 2015 to 2016. He also has served on the Board of Directors of Solitron Devices, Inc., a manufacturer of solid-state semiconductor components, since 2015 and as Chairman since 2016. Previously, Mr. Pointer served on the Board of Directors of ALCO Stores, Inc., a retailer, from 2014 to 2015.
reddog3
4 years ago
BTIG Eric Hagen MREIT Analysts calls Dynex Capital $DX/$NRZ a Buy.
Wonder if BTIG knows those that turned around $DX/$NRZ own 75% of Novation OTC $NOVC common shares 87M of 114M (per recent S-8):
28% Fortress w/EJFcap Manny Friedman via CDO Service Rights they own on NOVC only Sr Debt Note Holders; Fortress via Taberna I and II and EJF Capital via Kodiak CDO I. Per doc review they have virtually no cash in the CDO Service Rights that own NOVC only Sr Debt and since 8 9 19 Press Release own 31.3M NOVC common 28% (9M common + 22.250M Ten Year Warrants at one cent strike. NOVC Board Chairman award Fortress and EJF Capital 28% of common and received on the surface nothing in return not even a reduction in Sr Debt principle. I believe these Note Holders have an understanding to participate along side Mass Mutual in NOVC PS Ser F (read 2018 14A proxy approved by shareholders that price one NOVC Common at $2.33 exactly Mass Mutual and Barings Adjusted Cost Basis in NOVC 500M common equivalents at 2.33 is $1.165B in cash. Note Holders I believe once they participate in PS Ser F will retire all Sr Debt at discount. After all when Note Holders stand to make est $1.2B in their 31M NOVC Shares and collect over 100M each year in Dividends and 1.5% Mgt Fee like Fortress does at NRZ Newresi.com it is clear.
20% Mass Mutual & Barings
32% x Dynex Capital NYSE $DX Board Members; Barry Igdaloff (Resigned per 9/3/20 DX 8K became Chairman of the Board at NOVC days later) & Thomas Akin x Chairman of the Board at DX and recently resigned IMH Impac Mortgage Holdings Board Member & close co-investors.
NOVC Chairman of the Board and CEO have both separately denied NOVC will ever get back into MREIT business even when their capital table is controlled by world class MREIT, CCR, NOL, MBS experts especially
DX investors Howard Amster, Barry Igdaloff & Thomas Akin ex- Chairman of the Board of DX and recently retired Board Member at NQM mortgage lender IMH. SDH (Wesley R. Edens COB of Fortress, ex COB of NCT, CMO, and more and EJF Capital, Manny Friedman x Founder of FBR).
The only logical move for NOVC and these investors is to duplicating their reorganization playbook from Newcastle $NCT = $DS, $NRZ, $SNR, $NEWM at Novation Companies, Inc. OTC $NOVC (MREIT aka NFI + SPAC but with $730M NOL )
NOVC holds the exact same attributes that Fortress Wes Edens used at Newcastle NCT & Fortress via CMO used with Igdaloff, Amster, Emoff and Akin at Dynex Capital. It is time Chairman of the NOVC Board Barry Igdaloff stop allowing SDH to conceal their true identifies as economic owners of all and NOVC only Sr Debt; Fortress via CDO Taberna I & II and EJFcap Manny Friedman via Kodiak CDO I + Mass Mutual sub-Barings aka Babson Capital & ex Dynex Capital DX Board Members; Igdaloff & Akin will and I believe should duplicate their reorganization playbook from Newcastle NCT at NOVC by:
1. Spinoff as separate tax exempt MREIT NOVC 100% owned Novastar Financial Inc. x NYSE NFI former symbol (operated like NCT 3 MREIT esp NRZ. NFI de REIT effective 1/1/2006) to $NOVC & use NFI Cleanup Call Rights per Service Rights Transfer Agreement sec 5.04 to most of $3B RMBS, NQM, leveraging/resecuritizing these collateral assets at NIMs 500 Bpts (produced annual dividends est $3.57/share).
2. NOVC can position 2nd co as SPAC but with $730M NOLs and high moat around www.healthcare-staffing.com HCS. No investor in the world has more SPAC experience then NOVC largest shareholder Fortress.
These very experienced investors have sat on NOVC 86M common 75% for years. I believe their game plan yet revealed was postponed because of Covid 19 impact on NQM mortgage Market. I believe they have completed their awards to themselves of 43M NOVC shares at one cent (31.3M SDH and est 12M for Board of Directors lead by Chairman of the Board and ex DX Board Member Barry Igdaloff).
nygrande
5 years ago
Novation Companies Announces Date of 2019 Annual Meeting of Shareholders
1:47 PM ET 10/21/19 | GlobeNewswire
Novation Companies Announces Date of 2019 Annual Meeting of Shareholders
KANSAS CITY, Mo., Oct. 21, 2019 (GLOBE NEWSWIRE) -- Novation Companies, Inc. (NOVC) ("Novation" or the "Company"), which through its subsidiary Healthcare Staffing, Inc. provides outsourced health care staffing and related services in the State of Georgia, is announcing that its 2019 Annual Meeting of Shareholders (the "2019 Annual Meeting") will be held on December 12, 2019, at 10:00 a.m. Central Standard Time in Kansas City. Shareholders of record of Novation common stock at the close of business on October 24, 2019, the record date for the 2019 Annual Meeting, will be entitled to notice of, and to vote at, the 2019 Annual Meeting.
Shareholder proposals intended to be presented at the 2019 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, must be received by the Company not later than 5:00 p.m. Central Standard Time on October 25, 2019, in order to be considered for inclusion in the Company's proxy statement for the 2019 Annual Meeting. For a shareholder to bring business before the 2019 Annual Meeting outside of Rule 14a-8 or to nominate a director, it must provide timely written notice to the Company in accordance with the advance notice provisions of the Company's Second Amended and Restated Bylaws.
About Novation Companies, Inc.
Novation Companies, Inc. and its subsidiaries, through its wholly-owned subsidiary Healthcare Staffing, Inc., provides outsourced health care staffing and related services in the State of Georgia. Novation's common stock, par value $0.01 per share, is traded on the OTC Pink marketplace of the OTC Markets Group, Inc. under the symbol "NOVC".
For more information, please visit www.novationcompanies.com or contact David W. Pointer, Chief Executive Officer, at dave.pointer@novationcompanies.com.
> Dow Jones Newswires
October 21, 2019 13:47 ET (17:47 GMT)