Fortress & Mass Mutual Barings each own 20M Common each of NOVC (holds MREIT NovaStar Financial Inc.)
DX investors Barry Igdaloff, Howard Amster (pals Thomas Akin, large NOVC Shareholder, ex DX Dynex Capital COB & CEO and Board member at IMH) & their 3 Amigos V2 appointed by Gillman and Eberwein have an understanding with these investor greats that now own 40% of NOVC:Fortress COB Wesley Edens ex Blackrock and Peter Briger ex Goldman Sachs & Mass Mutual Barings. They are trying to make the entire relationship with Sr Debt look like the creditors (Sr Debt aka Fortress via CDO Service Rights on all 8 Taberna CDOs which they paid little & FBR via Kodiak CDO) are driving a hard bargain, so as to create the appearance of independence when there is none?Read last 14A pages 11-15 which is the only way I see for NOVC to monetize the NOL. Rights Offering is a private placement embedded in a poison pill. NOVC first poison pill to protect NOL instructed Transfer Agent to replace stock with Bond. Once issued PS Ser F will be lead by Fortress, Mass Mutual Barings IMHO NOVC will retire Sr Debt which Fortress controls (FBR has 1.3rd via Kodiak CDO) and raise $1.165B (500M common equivalents priced at $2.33/common right to dividend, vote (control)). 2.33 is exactly MM cost basis $48M/19.3M common shares.Once completed NOVC (now 40% owned by MM Baring 19.3m and Fortress 20M common, FBR will own 11M) may copy Fortress’ playbook at Newcastle Investment Grp NCT which Fortress split into two public companies; MREIT NRZ (NRZ home page shows Fortress manages NRZ, Michael Huang PM at NRZ is employee of Fortress) and DS which kept all NOLs. Common is now owned by these two big bros Fortress FIG and MM Barings 40% & their co investors from DX investors and Board Member Barry Igdaloff/Howard Amster his pal ex COB and CEO of Dynex Capital Thomas Akin (also board & biggest investor at IMH. IMH is going full bore into Non QM new name for Subprime and up 20% on Friday after shareholder call (same asset class NOVC holds Cleanup Call Rights per SRTA section 5.04 see page 7 of 10Q yesterday).Fortress could manage the new MREIT NFI NovaStar Financial Inc. like Fortress does at NRZ see their home page and $730M NOLs will stay in NOVC and they can expand HCS or buy another company. I interviewed 3 top officers at Healthcare-staffing over the last week. NOVC let Jamie Norred, and Melanie Benefield walk and Richard Rector retired with 1m RSU which he is not giving back. WHY ? IMO listen to Jeff Eberwein new COB and CEO of Hudson RPO symbol HSON public shareholder calls and tell me why?If NFI and NOVC trade anywhere close to NRZ 15 PPS and DS 5 PPS these 31.3M common will mean nothing but 5% dilution to common and Book Value. PPS should trade close to mostly cash book value per share $1.80/share and grow into two separate public companies just like Fortress did at Newcastle Investment Group. (97.7M + 31.3M + 500M from PS Ser F = 629M common + common equivalents cash 41.165B less retirement of Sr Debt which Fortress controls via CDO Service Rights (they paid almost nothing for CDO Service Rights 2010 same year DX investors Igdaloff and Amster joined the NOVC Board). Wesley Edens, COB aka Fortress owned 100% of Capstead Mortgage CMO 2000-2003 when he helped Barry Igdaloff and his mates Todd Emoff, Howard Amster all Columbus OH oust CEO of DX Thomas Potts taking DX from pennies to 7-10 pps. DX has many same attributes as NOVC.Ask NOVC Board why they would not just duplicate NCT? Fortress has cashed billions in subprime lenders over last year; One Main OMF for $1.4B and NationStar selling to COOP Mr. Cooper for $3.8B all closing over last year.Could anyone believe they are doing NOVC just to waste NOL $730M, Call Rights on 3B portfolio of Subprime aka Non QM mortgage loans (I proved are valuable by cold calling NRZ and gaining info from Michael Huang who I introduced to Pointer and Igdaloff just to be ignored). Chuck Gillman and Jeff Eberwein are running NOVC with 3 appointees Pointer, Eriksen and Keddie who have no skin in the game personally. Mass Mutual Barings told me they will monetize NOL and year earlier Igdaloff said the same but to date they have hidden their real plan from all shareholders. NOVC Board of Directors deserve no comp for the game they have played on shareholders cash or RSU yet Gillman 3 appointees picked up 3.7M RSU for 2018 Board service alone. NOVC Board members should be motivated only to improve shareholder value.