ITEM 8.01-OTHER EVENTS
Registrant has made some advancement in structuring its Air India acquisition bid attempt.
(1)
Registrant appointed Deloitte as Transaction Adviser. Deloitte shall be conducting Financial Due Diligence and GAAP Reconciliation for the Registrant to be able to present target acquisition financial details in its filings;
(2)
(3)
Transaction Structure (Summary Notes) -
(a)
49% of the transaction money shall be out of the Registrant's US investors' Self-Directed Retirement Asset Accounts, 51% of which shall be from Non-Resident Indians ("NRIs") or Persons of Indian Origin ("PIOs").
AIR India may become a very valuable & pride acquisition for these individuals
with the Indian Government absorbing substantial portion of debt, Air India
holding some enviable assets (routes, country specific passenger loads,
aircrafts, landing and parking slots and experienced pilots & handling staff,
etc.) and net investment for these retirement asset holders being just around
60% to 70% of the original dollars they put (as they would defer taxes on
qualified retirement asset contributions by 30-40% in the
(b)
26% shall be from our
(c)
49% from Retirement Asset Accounts and 26% from
(d)
Registrant shall bring in the balance through an
Registrant intends to segregate infrastructure and other operational assets. The
SPV that holds AIR INDIA shall be the sponsor to the InvIT to the extent that
the Registrant intends segregating certain infrastructure assets from the
mainstream company from other classes of assets. Air India's Staff shall be one
(e)
The InvIT shall appoint the
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THERE IS NO GUARANTEE THAT THE TRANSACTION WILL CONSUMMATE AT ALL IF THE DUE
DILIGENCE FAILS FOR ANY REASON. THERE IS NO GUARANTEE THAT THE REGISTRANT WILL
BE ABLE TO SUCCESSFULLY ARRANGE MONIES AND CARRY THE TRANSACTION THROUGH
CLOSURE. THERE IS NO GUARANTEE THAT REGISTRANT WILL BE EARNING THE ANTICIPATED
INCOME EVEN IF THE TRANSACTION CLOSES SUCCESSFULLY. THERE IS NO GUARANTEE THAT
SERVICE PROVIDERS WILL BE ABLE TO EFFICIENTLY STRUCTURE THE TRANSACTION. THE
GOVERNMENT MAY NOT QUALIFY THE REGISTRANT AND ITS CONSORTIUM MEMBERS AS
QUALIFYING BIDDERS. THE GOVERNMENT MAY ALSO NOT RECOGNIZE CERTAIN ASSETS THAT
REGISTRANT WANTS TO CLASSIFY AS INFRASTRUCTURE ASSETS AND/OR THR SECURITIES
EXCHANGE BOARD OF INDIA MAY NOT APPROVE REGISTRATION OF THE INVIT. NEED MAY
ARISE FOR CERTAIN TRANSACTION STRUCTURES IN THE
FAILURE TO CONCLUDE THE TRANSACTION OR SHORTFALL OF ANTICIPATED INCOME AND/OR INEFFICIENT STRUCTURE ADVISED SHALL MEAN LOSS OF TIME, MONEY, RESOURCES AND OPPORTUNITY INVESTMENT LOSS, VALUE AND INCOME THAT THE REGISTRANT OTHERWISE WOULD GAIN IF IT PURSUES SOME OTHER TRANSACTIONS. IT WOULD ALSO MEAN COMPLETE LOSS OF CAPITAL, INCOME AND OTHER OPPORTUNITY EARNINGS FOR THE INVESTORS.
ANY BUSINESS WILL BE SUBJECT TO RISKS AND THOUGH THE REGISTRANT MAY INTEND TO FORESEE ALL SUCH RISKS FOR MITIGATION, THERE IS A POSSIBILITY THAT CERTAIN RISKS MAY ESCAPE FORESIGHT IN THE CONDUCT OF THE TRANSACTION NOTIFIED THROUGH THIS FILING.
There may be material, seen/foreseen/unseen, listed/unlisted business, management, operations, geographic, economic, financial, legal, technical and other risks associated with the target and the conduct of business itself even if the Registrant follows enough care in mitigating such risks for conclusion of the transaction. Registrant and its affiliates, customers, investors, vendors and any other persons associated with the Registrant including common shareholders and the public in interest may have severe impact due to the effects that these risks may have upon the Registrant in its conduct and operations.
FORWARD LOOKING STATEMENTS
This Report on Form 8-K includes both historical and forward-looking statements, which includes information relating to future events, future financial performance, strategies, expectations, competitive environment and regulations. Words such as "may," "shall", "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "intending", "contemplating", "plans," "believes," "estimates," "hopefully" and similar expressions, as well as statements in future present and past continuous tenses, identify forward-looking statements. Such statements are intended to operate as "forward-looking statements" of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). That legislation protects such predictive statements by creating a "safe harbor" from liability in the event that a particular prediction does not turn out as anticipated. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made, or on our management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
The inclusion of the forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements will be achieved. You should be aware that any forward- looking statement made by us in this Report on Form 8-K, or elsewhere, speaks only as of the date on which we make it. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report on Form 8-K.
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