저자: 미상 · 외국인
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AMC 주식과 APE 우선주 구조의 문제를 다룬다. AMC는 2년간 적자가 누적되어 월 약 8천만 달러씩 현금이 소진되고 있고, 부채 약 47억 달러에 이자 부담이 크다. 경영진은 자본 조달을 위해 APE 유닛을 발행했으나 매도가 부진했고, 의결권 미러링 장치로 미투표 지분이 자동으로 경영진 안건에 찬성 처리되며 조작됐다는 주장이다. 법원은 이 합의안을 승인하지 않았다. 발언자는 APE 보유는 위험하며 AMC도 파산 추세라고 본다.
다듬은 글
what if I told you a company that a judge just argued wanted to a either dump shares on their shareholders as much as possible to raise money obviously so the company could survive and the board of directors and the executives could keep their Posh jobs with Rich stock payouts and if that diluting of the stock didn't work issuing new stock if that didn't work what if I told you they then rigged a shareholder vote legit rigged it to be able to dilute you in another way going around what retail shareholders actually want what if I told you that a company just did that and it could potentially be the greatest scam since Enron probably be pissed right let's get into what the judge just said about AMC and of course the AMC preferred Equity units keep in mind I have been covering AMC and ape for over two and a half years in fact 10 months ago I made a video warning about what was about to come with ape ape Shares are going to be worth as much as that nft is going to be worth zero in 6 to 12 months I expect Tinker symbol 8 will be worth one dollar or less that would be an 86 percent decline from today and it'll be worthless and delisted soon after that the shorts will win what's the point of selling the point of selling is the thing's gonna go down I mean there's no fundamental under eight that's why I sold my ape units at over eight dollars per share now why did I do that what did I see and what was reality and boy based on what the judge just said I hate to say it but reality was even worse than I anticipated but first let's understand AMC and a little bit of background about AMC it's a movie theater during the pandemic they took on a lot of debt and their sales declined more people are willing to stream at home and watch movies and stuff at home because they got more money to buy some big TVs and quite frankly you didn't really have to go to movie theaters anymore so movie theaters have kind of been pained not only have they been pained but because they took on a lot of debt a lot of their cash flow has gone straight negative let me give you a brief Overlook of AMC AMC in just the last three months has burned 237.3 million dollars that's burning nearly 80 million dollars per month but not only that their balance sheet which shows how much cash and bills they have shows they've got about 500 million dollars in cash and they have some receivables but they have 704 47 million dollars of bills on their desk imagine if somebody came to you and said hey did you know you have 7 500 of bills on your desk but only five thousand dollars in your bank account now sure you work a job and you got some money coming in but you're actually losing 800 a month and you still gotta pay those seven thousand five hundred dollars in bills and you got 5K in cash that's a little bit of a problem you might think to yourself well maybe I can borrow some money maybe unless you already did a lot of borrowing and that's exactly the problem with AMC see they pay about a million dollars per day in interest not only do they pay about a million dollars per day of interest but they have corporate borrowings of 4.8 billion dollars in addition to that even if they were to close down non-performing stores they'd still have these leftover operating lease obligations of around 4.1 billion dollars in other words this is a company that really needs to raise capital and that's exactly why the CEO of AMC says hey look we need to raise money to be able to survive and he's not wrong this company absolutely needs to raise money to survive if they don't raise money they might not survive and he actually makes a good point by saying look we need to defeat the short Sellers and take the bankruptcy risk off the table by being able to raise money because raising fresh equity in the near term is critical to our company's success we must be able to raise Capital otherwise we'll go bankrupt just like Bank of a or a Bed Bath and Beyond and cineworld or the Regal Theater chain second largest theater chain in the world well now the AMC CEO and board want you to believe that they are much smarter and of course maybe they've been much smarter because well CEO Adam Aaron has been dumping stocks in fact he's sold about 40 million dollars worth of stocks since November of 2021 and just January of 2022.
in other words he dumped a lot of shares in just a two-month period now he goes and says that he's a hodler and he was only selling shares through pre-planned 10B 5-1 plans which is really a fancy way of saying uh that's my excuse for selling it was a plan a plan that you crafted okay whatever but is any of this really Sinister no no this is just the backdrop but what did the judge just say so here's what happened at AMC AMC tried to raise money in 2021 but shareholders were unsupportive that's because if you raise money usually the stock price goes down but the company knows they need to raise money so what they did instead is they lowered the number of board members who actually need to vote to decide certain changes or new proposals for let's say dilution at AMC this is basically a way of saying let's give more control to fewer people and shortly after that first vote failed they tried again to issue 25 million shares to raise money but once again shareholders said no thanks and AMC decided fine we won't try to raise money so obviously twice shareholders rejected AMC's opportunity to raise money so instead AMC came up with the most beautiful elaborate ruse I've ever seen in the stock market since the days of Enron AMC announced they would issue ape which is convenient because ape is what people say about AMC oh I'm aping into this I'm holding on to this because it's gonna go to the moon it's gonna go to a thousand dollars whatever what actually stands for AMC preferred Equity unit that's sort of the fancy legal name they came up for it it was basically a stock split it was essentially a way AMC would say hey we're gonna car out some of AMC stock and give it to you as ape however we're gonna make ape rigged we're going to set up ape in a way that's dirty and so what ended up happening well a the ape shareholder agreement said that even if these Shares are technically equivalent in economic power we are going to say that in the event we can't dump this stock and raise enough money we are going to change the way voting is done so think about this for a moment to catch you up to speed you have one big giant pie okay this is the easiest way to picture it you have a giant pie and that pie is AMC stock but now what we're going to do is we're going to carve out a section of that pie and we're going to call a section of that pie the ape stocks these are the ape Amazon the AMC preferred Equity units these ape units are going to go on the market under a separate ticker symbol what we're going to do is we're going to dump ape stock as much as possible so we can raise money for AMC which AMC tried to do but unfortunately failed they were too slow in fact some of my original videos covering ape I specifically warned that the only reason these shares existed was to dump on you and they would end up reducing the value of the ape shares dramatically which is why I thought okay if you want to hold AMC hold AMC but don't hold ape that was the warning that I gave 10 months ago but even AMC couldn't pull that off they failed because they took about a month to actually start trying to dump shares they issued ape units around August 21st of 2022.
and about a month in a week-ish later AMC finally entered into a distribution agreement with Citigroup to sell 425 million Apes we knew this would happen unfortunately the campaign was unsuccessful because by December Apes were trading below one dollar per unit forcing AMC to stop selling additional Apes on the open market not a surprise in fact that's exactly what we predicted would happen and why holding ape shares was a bad idea but that's okay because the board knew there was a risk of this and they came up with a different strategy if we are not successful at dumping these shares on the market what if we have something else what if we then say we have AMC shares but these new ape shares we created have a little asterisk on them and here's how this is going to work when retail shareholders vote in AMC their vote counts so in other words if you get 10 people who vote for an AMC election and 90 people who don't vote what do you end up having well you have 10 people who voted and if let's say six of them said no raise in other words rejected a money raise well now the majority say no raise and then guess what no raise AMC can't raise money that's usually how shareholder elections work it goes like the majority is based on the number of people who voted so even though a hundred people in this example a hundred had votes only 10 voted 90 didn't vote of the 10 who voted most said don't raise money AMC fine well what if I told you there's a way you could scam retail with ape shares let's say a hundred had votes 10 vote and 90 don't vote but now what we're going to do is we're going to change what happens to the don't votes the don't votes are now going to vote automatically the same way the majority votes of those who vote okay so wait a minute wait a minute this is a little bit rigged what we're now saying is the way this gets set up is if six people are uh let's say uh a friend of the CEOs and four people are retail let's just say for ape holders right and 90 people don't vote now all of a sudden 96 people will automatically oops we'll spell that correctly automatically uh vote the same way as the CEO's friend now what do you have now you have a way to control the election because you're assuming that retail shareholders will not vote and that assumption ended up being correct retail shareholders do not end up voting that is not a horrible surprise retail shareholders generally don't vote when's the last time you voted in a shareholder election it's very rare to actually vote as a retail shareholder It's usually the vanguards and the brokerages and the suits who like to vote so did this actually happen yes and it was even dirtier than what I just described in fact watch this here's the CEO's friend they'll call them anterra capital and the board happened to approve the sale of 110 million Apes to their friend anterra Capital now anterra realized they were now holding the bag on apes or a commitment to buy Apes that weren't actually very valuable because they realized these were going to get diluted to nothing and they already mostly had been diluted to nothing now to make it look good and Tara said they would agree to a lock-up agreement that would keep them locked up for 90 days it says it right here at least 90 days so the CEO friend is like yeah yeah okay we'll go ahead and buy 34 million dollars worth of ape units on the market and we'll commit to buying another 110 million and you know what we'll keep them for at least 90 days okay so now all of a sudden you have the CEO's friend who's going to promise to vote with the CEO wait a minute where does it say that Kevin oh it's the very next line it's right here and Tara agreed to vote all of its ape Holdings in favor of the proposals the proposals being whatever the CEO wants huh interesting okay and the board specifically told anterra that there was a good chance AMC would basically get What It Wants through this new ruse which is to raise Capital right now this is where things get wild you ready for this this takes a little bit of a drawing out so anterra agrees to a 90-day lockup ready for this you agree to a 90-day lockup now you have a specific date of record that hits that date of record says whoever holds shares on that specific date gets to vote and then what ends up happening AMC says let's remove the lockup and then guess what the CEO's friend does they dump the shares wait a minute is that what happened did the CEO's friend come in promise to vote the way the CEO wants holding the bag on basically worthless ape units promising publicly to hold the stocks for 90 days only to basically hold them for a day or so until the date of record of a specific meeting that was coming up that the CEO wanted this group of people to vote in then AMC happens to remove the lockup and then they dump their shares oh interesting that's actually exactly what happened the next day AMC announced that it would hold a special meeting within 90 days for stockholders to vote on proposals on February 7th AMC issued AP units called for by the AP or the anterior transaction two days later AMC waived the shareholder lockup restrictions permitting anterra to dump ahead of the meeting and then what since the record date for the special meeting was Feb 8 and Tara could still vote on any shares that it had sold it's a complete rigging But Not only was it a complete rigging in that the CEO's friend was basically able to pump and dump you want to see it here it is around feb9 look at that here's the pump yay they agree to a lock up oh my gosh the lock up gets waived oh they dump pump and dump then you get the bleed out it's like in our face pump and dump it's just absolutely disgusting that this is even legal this should be highly illegal but then guess what ends up happening well no duh only about 25 of shareholders end up voting to agree two the dilution that AMC was proposing to raise Capital however because of what was known as the mirrored voting feature which I described earlier because of the mirrored voting feature where the people who don't vote automatically vote in favor of whatever the board wants 91 of ape units voted in favor of the share increased proposal and a majority of the stockholders and a majority of the ape units did not give any voting instructions at all let alone in favor of the proposal this is a court document written by a judge that literally says the proposals passed only because of the Apes mirrored voting feature and anteras promised votes which anterra had already dumped by rigging the game that is a scam but folks I hate to say it it gets worse because we need to talk about the Practical next steps we already know that this was set up as a scam think about high level what we just talked about AMC needs to raise money the CEO is dumping shares knowing he's on a sinking ship takes advantage of the meme Movement by offering people an ape share and an nft if you huddle your ape shares then strategy number one let's dump as many Apes as we can oh no we suck at the stock market and we fail to dump enough shares before it went basically to under a dollar and we couldn't dump anymore okay execute strategy number two which is let's use the ape rigged voting method to increase the number of shares that we can control by authorizing a merge of the AMC and ape shares but now we have slightly more ape shares in control and now we can vote whatever way we want and we'll do that by calling up our friends and allowing them to hold these worthless shares for a few days while obviously we get a commitment from them to vote the way we want and make sure to rig the entire election that's basically what happened here but now the question is what happens next is this good for AMC or is this bad for AMC well first after this ruling a lot of people sent me messages and said this is great the judge said AMC is not allowed to convert ape into AMC this is actually something I talked about 10 months ago when I said look if you're a shareholder of AMC you do not want ape to convert into AMC because it's just going to dilute you more and so a lot of people cheered they're like this is great if the judge just denied that ape could turn into AMC that's good for AMC stock well in the short term maybe that is good but in the long term AMC is still trending towards bankruptcy because you saw the cash numbers right they got some work to do but that's not actually what the judge said see the reason a judge is even involved here at all is because the shareholders of AMC are suing the board of AMC the shareholders are pissed and in this proposed settlement where basically the board settles with AMC shareholders the settlement calls for ape shareholders taking a small haircut in other words ape shareholders are going to get slightly less of the new pie after a settlement is created well the judge says to cut to the chase the settlement cannot be approved as submitted because you can't release claims for people who aren't actually a party to this lawsuit and that's what they're arguing now I'm oversimplifying a bit here but basically they say here you can't award more common shares to stockholders at the expense of the ape units without the ape folks being represented in this lawsuit therefore the settlement cannot be approved as presented the court also says they're not going to address any theories on synthetic shares Wall Street corruption dark pool trading insider trading Rico violations and a request for a share count the judge is not going to evaluate any of that what the judge here basically did is say look the settlement the way it is not going to fly by the way here's a background on how this how this basically entire scam played out so here's all of the the info for the world to see I haven't seen anybody actually break down all of these details yet but as you can see it's pretty shady so what does this mean going forward well here's what it means number one there's probably still going to be some form of a settlement so this idea that ape cannot convert to AMC in my opinion is highly flawed there is likely to be some kind of revised settlement where a judge still authorizes some kind of conversion so any kind of conversion merging ape into a is going to be bad for AMC stock but AMC is already trending towards bankruptcy so the best thing for AMC is to be able to raise money and hopefully be able to survive but it's very very difficult now if you're holding ape it might actually make sense to be optimistic about ape because there is a likelihood that ape which is currently trading for 184 ends up merging into AMC stock which is currently trading for 4.80 so there is a potential Arbitrage here to buy ape and sell AMC however and this is the risky thing if a and C because of this trend towards bankruptcy and how long this whole settlement procedure could end up taking if AMC drops to let's say a dollar then you're still going to lose money if you're holding ape and you're trying to Arbitrage into AMC so nobody knows exactly the board thinks retail investors are stupid and by thinking retail investors are stupid they set up an elaborate way to dump shares on you despite you as retail investors saying no we don't want you to authorize more shares they still did it with ape shares dump those shares and when that ruse failed they went to the second one when you don't vote you automatically vote the way we won and we're gonna have our buddies who don't even have to hold the bag vote in the election on your behalf that is the definition of Wall Street corruption in my opinion
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