Quick question for all PE specialists and private companies investment enthusiasts .
Why would a PE fund build such a long ownership structure for simple business such as pubs, gyms, etc.?
Are we talking about transfer pricing setup, simple SPV and subs structure or something else? I know that PE funds setup SPVs when acquiring a company and I assume that TDR Capital setup such SPV company (Carpenter Topco) in Jersey, which is BTW an offshore financial centre, to reduce their tax bill in the UK but why we see Hackremco, Carpenter Finco and Subfinco in the chain? What's the purpose of having such a long chain of connected companies? How will you setup your structure when acquiring an assets heavy company i.e. a trucking/logistics company in Poland vis-a-vis an IT consulting company in Ireland.
https://preview.redd.it/j7twesm31de71.png?width=700&format=png&auto=webp&s=d4d5ba9601f0a765188e72995d48d592e3c1d69e
Any comments, ideas, questions highly appreciated!
Many $CLOV Retail Investors very strongly believe that Greenoaks must have sold those 46,088,512 Class A shares; I have not seen any documents that have been filed with the SEC that specifically state that. However, I think that I know what may have happened to those 46,088,512 Class A shares but I can not state my theory here as it is just a theory.
First I would like to draw your attention to the 52,173,913 Shares Offering and Prospectus document that was filed with the SEC by Clover Health. I have read very carefully pages 154 and 155 (when printing, use page numbers 171 and 172).
https://www.sec.gov/Archives/edgar/data/0001801170/000162828021023805/cloverhealth424b4.htm
On page 154, that document only shows the 49,695,247 Class B shares of Clover Health Investments as of 2021-09-30, for Greenoaks, Mr. Mehta and Mr. Peretz.
It does not show the 46,088,512 Class B shares of Clover Health that Greenoaks had converted to 46,088,512 Class A shares as of 2021-09-30. Question is why?
On page 155 of that document, I wouldn’t bother looking at footnotes 3, 4 and 5, because Note 3 refers only to Class B shares, and Notes 4 and 5 refer to Class A shares of Mr. Mehta and Mr. Peretz. The answer is not there.
The answer is right in front of you on page 154. Read very carefully the first four lines under PRINCIPAL STOCKHOLDERS, until it becomes clear to you why there are no Class A shares shown against Greenoaks Capital and affiliated entities. Hint: 5% Holders.
If you have found the answer to the above question, then it will also become clear to you why the following statement can ALSO be true:-
No insider has sold a single share of $CLOV as confirmed by the link below:
[http://openinsider.com/screener?s=Clov&o=&pl=&ph=&ll=&lh=&fd=730&fdr=&td=0&tdr=&fdlyl=&fdlyh=&daysago=&xp=1&xs=1&vl=&vh=&ocl=&och=&sic1=-1&sicl=100&sich=9999&grp=0&nfl=&nfh=&nil=&nih=&nol=&noh=&v2l=&v2h=&oc2l=&oc2h=&sortcol=0&cnt=100&page=1](http://openinsider.com/screener?s=Clov&o=&pl=&ph=&ll=&lh=&fd=730&fdr=&td=0&tdr=&fdlyl=&fdlyh=&daysago=&xp=1&xs=1&vl=&vh=&ocl=&och=&sic1=
... keep reading on reddit ➡I don't want to step on anybody's toes here, but the amount of non-dad jokes here in this subreddit really annoys me. First of all, dad jokes CAN be NSFW, it clearly says so in the sub rules. Secondly, it doesn't automatically make it a dad joke if it's from a conversation between you and your child. Most importantly, the jokes that your CHILDREN tell YOU are not dad jokes. The point of a dad joke is that it's so cheesy only a dad who's trying to be funny would make such a joke. That's it. They are stupid plays on words, lame puns and so on. There has to be a clever pun or wordplay for it to be considered a dad joke.
Again, to all the fellow dads, I apologise if I'm sounding too harsh. But I just needed to get it off my chest.
Do your worst!
I'm surprised it hasn't decade.
For context I'm a Refuse Driver (Garbage man) & today I was on food waste. After I'd tipped I was checking the wagon for any defects when I spotted a lone pea balanced on the lifts.
I said "hey look, an escaPEA"
No one near me but it didn't half make me laugh for a good hour or so!
Edit: I can't believe how much this has blown up. Thank you everyone I've had a blast reading through the replies 😂
It really does, I swear!
Because she wanted to see the task manager.
Heard they've been doing some shady business.
but then I remembered it was ground this morning.
Edit: Thank you guys for the awards, they're much nicer than the cardboard sleeve I've been using and reassures me that my jokes aren't stale
Edit 2: I have already been made aware that Men In Black 3 has told a version of this joke before. If the joke is not new to you, please enjoy any of the single origin puns in the comments
They’re on standbi
They were cooked in Greece.
A play on words.
Pilot on me!!
Nothing, he was gladiator.
Or would that be too forward thinking?
Dad jokes are supposed to be jokes you can tell a kid and they will understand it and find it funny.
This sub is mostly just NSFW puns now.
If it needs a NSFW tag it's not a dad joke. There should just be a NSFW puns subreddit for that.
Edit* I'm not replying any longer and turning off notifications but to all those that say "no one cares", there sure are a lot of you arguing about it. Maybe I'm wrong but you people don't need to be rude about it. If you really don't care, don't comment.
What did 0 say to 8 ?
" Nice Belt "
So What did 3 say to 8 ?
" Hey, you two stop making out "
When I got home, they were still there.
No insider has sold a single share of $CLOV, as confirmed by the link below: http://openinsider.com/screener?s=Clov&o=&pl=&ph=&ll=&lh=&fd=730&fdr=&td=0&tdr=&fdlyl=&fdlyh=&daysago=&xp=1&xs=1&vl=&vh=&ocl=&och=&sic1=-1&sicl=100&sich=9999&grp=0&nfl=&nfh=&nil=&nih=&nol=&noh=&v2l=&v2h=&oc2l=&oc2h=&sortcol=0&cnt=100&page=1
On 2021-07-06 GREENOAKS CAPITAL PARTNERS LLC had converted 21,463,951 Class B shares of Clover Health to Class A shares.
On 2021-09-08 GREENOAKS CAPITAL PARTNERS LLC had converted 24,624,561 Class B shares of Clover Health to Class A shares. .
IF those converted shares (21,463,951 + 24,624,561 = 46,088,512 ) were distributed to funds under management, as I understand**,** those funds had until 2021-11-29 to file N-PORT form with the SEC. As of 2021-11-30 I have not seen any such filing. Therefore, it is reasonable to assume that those (21,463,951 + 24,624,561 = 46,088,512 ) converted shares are still with GREENOAKS CAPITAL PARTNERS LLC rather than distributed to funds under management.
On 2021-11-24 Greenoaks had filed SEC Form 4 to notify that on 2021-11-22 they had converted 24,333,120 Class B shares of Clover Health to Class A. At this point, that's all we know for sure. We may have to wait until end of Feb 2022, depending on which other SEC form is filed and by whom.
Therefore, as of 2021-11-30, GREENOAKS CAPITAL PARTNERS LLC appear to have ( 21,463,951 + 24,624,561 + 24,333,120 = 70,421,632 ) Class A shares of Clover Health and 25,754,556 Class B shares of Clover Health.
As someone is copying and pasting my posts on multiple social media mobile apps, as his posts, instead of sharing the link to my posts, I find it necessary to state: “This was originally posted by u/azmat_system for Reddit’s r/CLOV and Discord”.
Below are links to the SEC Form 4 filed by GREENOAKS CAPITAL PARTNERS LLC in November, September
... keep reading on reddit ➡