Why is RiverOak an LLC? And what is an LLC anyway?

The organisation that TDC is so keen on handing the Manston site to is not RiverOak Investment Corp LLC, but a subsidiary outfit registered in Delaware on 3rd July 2014 called RiverOak Aviation Associates LLC.

I wondered why a company based in Connecticut would want to be registered some 300 miles away in Delaware. And I wondered what an LLC might be, in US law.

The fine people at about.com produce helpful advice on just about every topic under the sun. Here is their guide to LLCs for novice investors - do read it carefully. All comments welcome.

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The Beginner's Guide to Delaware LLCs

An Overview of the Benefits of Forming a Delaware LLC - Summary of Delaware LLC Benefits

Here are just a few of the major benefits of forming a Delaware LLC for a family business, investment pool, or other asset:

• Delaware is the leading incorporation state in part because it has a separate Court of Chancery, which handles corporate law cases quickly and with more expertise than the general courts in most states. This means that disputes are easier to handle because there is more than a century of established case law that is relatively friendly to businesses.

• Delaware has no sales tax, income tax, or intangible personal property tax.

• A Delaware LLC allows the members and managers to remain anonymous, making it easier to hide assets. By naming a local Delaware attorney as the registered agent, you can remove all reference to you and the other investors. In fact, the only people who have to know about the income and assets of your Delaware LLC are the folks at the IRS. That makes it incredibly difficult for a potential creditor to identify where you have money invested or parked.

• You don’t have to actually do business in Delaware to form a Delaware LLC because the state permits so-called foreign investors (meaning someone from out-of-state).

• A single person or investor can form a Delaware LLC without anyone else. He or she can serve as President, Vice President, Secretary, and Treasurer!

• There are very low costs involved in forming most standard Delaware LLCs. The actual filings fees with the Secretary of State are roughly $250 plus an on-going annual fees are less than $150 per year for a small company.

• There are no minimum capital requirements for forming a Delaware LLC. You could establish one with only a few hundred dollars if you wanted. This makes it an attractive choice for many start-ups that don’t have a lot of money to invest.

http://beginnersinvest.about.com/od/holdingmethods/a/Delaware-LLCs-for-Beginners.htm

How to do a CPO, properly.

Following a shameful scam by our government back in 1954 (The Crichel Down Affair) a set of rules were drawn up to prevent any repetition of this kind of institutional theft - The Crichel Down Rules. Of particular interest, given the proposed CPO-ing of the brownfield site at Manston by Thanet District Council, are paragraphs 16-23, starting on Page 6.

Crichel Down Rules by NoNightFlights

How to do Due Diligence, properly.

Courtesy of Glovers, "a leading firm of solicitors based in Central London", here is Due Diligence for Dummies. This is the rigmarole that Thanet District Council (and indeed, any public body) should go through before entering into a commercial contractual relationship with any organisation.

Specimen Due Diligence Checklist

1. CORPORATE DATA AND GROUP STRUCTURE

• Copies of all board minutes and shareholders resolutions
• Memorandum and Articles of Association
• Annual Returns
• Shareholder or director 1oans to the Company
• Details of subsidiary companies
• Details of branches, agencies or places of business
• Copies of statutory books
• Details of any insolvency-related events (e.g. an outstanding winding up petition)

2. FINANCE

• Loan agreements with third parties
• Intra-group loans
• Audited Accounts for the previous 5 years
• Material changes in accounting policy
• Material changes in the business or prospects (e.g. an unusual change in stock levels or a material reduction in orders from a major customer)
• Latest Management Accounts
• Details of any foreign exchange exposure
• Aged debtors list

3. CORPORATE AND COMMERCIAL AGREEMENTS

• Details of all material contracts
• Standard terms and conditions of business
• Details of all credit arrangements with customers
• Details of any material negotiations, quotations or tenders currently in progress

4. BUSINESS ASSETS

• Asset Register
• Details of current stock
• Details of leased assets

5. REAL PROPERTY

• Details of all real property owned or leased
• Details of any mortgages or other charges over property

6. EMPLOYEES AND WORKERS

• Details of all employees, including age, date of commencement, salary and other benefits
• Directors’ Service Agreements
• Employee handbook and/or policies
• Employee share schemes
• Health and safety at work policy
• Bribery Act Policy
• Details of any ongoing, pending or potential claims by current or former employees
• Details of any pension scheme operated

7. INTELLECTUAL PROPERTY

• Details of all trade marks (already obtained) and any other intellectual property owned or created
• Licences granted to third parties in relation intellectual property
• Licensed rights from third parties

8. COMPUTER SYSTEMS

• Details of all hardware and software used by the Company
• Copies of all licences for the use of software
• Copies of maintenance agreements

9. LITIGATION

• Ongoing or potential litigation
• Existing or pending judgements against the Company
• Details of any investigation into or proceedings against the Company by any governmental, administrative or regulatory body

10. INSURANCE

• Copies of all insurance policies
• Details of actual or potential insurance claims by the Company

11. CONSENTS

• Details of any consents, licences, approvals or registrations required to carry on the business
• Details of any change of control clauses in relation to such licences, approvals or registrations

12. TAX

• Copies of tax computations for the previous 6 years
• Details of any PAYE or VAT inspections carried out in relation to the Company
• Copies of all material correspondence with HM Revenue & Customs

Manston Solved

Simple: TDC gets the District Valuer to value the Manston site, asap.

TDC will have to get it valued if they want to CPO it (and they appear to be dead set on carrying out a CPO), and they should do it sooner rather than later - it might resolve their current predicament.

If the value seems too low to Ann Gloag, she will (probably) make that clear to TDC, who will then know they will have an expensive legal fight on their hands, and might want to have a rethink.

If the value seems too high to RiverOak, they will withdraw.

As for any commercial transaction, the price has to be right. So far, nobody has bothered to find out what the price will actually be.

If you think this is a sensible course of action, do feel free to contact TDC's Leader and TDC's Acting Chief Executive:

madeline.homer@thanet.gov.uk - Madeline Homer (acting CEO of Thanet District Council)

cllr-iris.johnston@thanet.gov.uk - Cllr Iris Johnston (Leader of Thanet District Council, Labour)

Thanet council seek funders for Manston airport buy-out

Thanet council is asking to hear expressions of interest from suitable indemnity partners for the potential compulsory purchase and future operation of Manston airport. The search forms part of the local authority’s considerations as to whether the compulsory purchase of the airport would be a viable option.

The council has now issued a ‘Prior Information Notice’ (PIN), used to prepare and give notice for a procurement process before it officially begins. Parties have until Wednesday August 20 to register interest.

Following registration, applicants will then have to complete a questionnaire to identify their interest, capacity and capability in the market. A third and final stage will then involve face to face sessions set to take place in mid-September, depending on the level of response to the earlier phases.

The council received an independent report into the viability of a compulsory purchase of the airport on July 31. The report found any acquisition of the site would rely on an identified indemnity partner making significant investment with a minimum 20 year business plan.

Thanet Gazette 13th Aug 2014

RiverOak pledges to stop auction of airport assets

The American firm which has pledged to underwrite a compulsory purchase of Manston airport says it will take out an injunction to halt the further sale of assets at the site. RiverOak Investment Corp, of Stamford, Connecticut, says it will make the move to stop the "scorched earth" auction of vital airport goods, such as the control tower, off field lighting and communication systems, in September if Thanet council agrees to a commercial partnership.

RiverOak technical advisor, and Kent County Councillor for Sturry and Herne, Alan Marsh said it is vital Thanet council agrees to move forward with a CPO on Manston and announces the US firm as its preferred partner on Thursday. He added:

"As soon as TDC announce their commitment to working with RiverOak then RiverOak has, in this country, a legal position through which it can then go to the Inns of Court for an injunction, or whatever legal means needed, to prevent the September auction. But, if TDC keep talking about it but do not go forward, RiverOak will have no legal position because that position can only start when TDC go ahead with the CPO with RiverOak as preferred partner."

The firm sent a letter last week outlining its proposal to indemnify TDC against any costs of the CPO and the sale price of the airport. A Heads of Terms document, outlining a full agreement, was also sent after legal advice.

Mr Marsh, a trained pilot who has taken 3,000 flights out of Manston and was previously a test pilot for the and European Commission, said time is now of the essence with one asset auction taking place this week and the second, of major equipment, just weeks away. Another spokesman for RiverOak said if the main assets are sold it could cost £5 million to replace them.

The company says it believes Manston could be viable for air freight, aviation services including maintenance, recycling, private charter and commercial passenger services. It claims the experience of one of its senior team members in refinancing Alliance Fort Worth Airport in Texas had proved the case. The firm says it can turn Manston around from the annual £3 million losses before closure to breaking even in 16 months.

But an agreement to go forward with the CPO and partner RiverOak at last night's Cabinet meeting did not look likely. The council has received an initial consultant's report on the future of Manston airport and its possible compulsory purchase. The review, by Falcon Consultancy Limited, says Manston is unlikely to be successful unless it changes the way it is operated, although it "could be viable on the basis of a 20-year business plan that sets out a phased development of the airport".

At the meeting, cabinet members were due to be asked to decide whether they accepted the recommendations in the report and to share this with the airport's current owners. A further stage of developing a business plan and market testing would then follow. A CPO decision would involve a procurement process to identify an indemnity partner, says TDC.

Deputy leader Richard Nicholson said that process could "take quite a while", citing the Dreamland CPO as an example, and said the council was duty bound to approach airport owner Ann Gloag to see if there was any way to avoid the CPO.

A spokesman for Kent Facilities Ltd said:

"The auction is all part of the ongoing process of the decommissioning of the former airport site. The decision to pursue a CPO is a matter for the council and any potential partners to consider."

RiverOak sent the letter to Thanet council leader Iris Johnston, deputy leader Richard Nicholson and senior officers pledging to underwrite a Compulsory Purchase Order for Manston airport. The firm, which offered the full £7 million asking price for Manston prior to closure in May, but had its offer rejected by the current owner, pledged to take on the costs in a "back to back" agreement with TDC.

The online auction for Manston airport assets took place on Wednesday and yesterday (Thursday). More than 700 lots, including vehicles, duty-free goods, fire equipment, forklift trucks and container loaders, generators and furniture and equipment from the passenger terminal and security areas, went under the hammer.

Peaker Pattinson auctioneers plan to hold the second sale, by tenders only, in September.

Thanet Gazette 6th Aug 2014

Iris Johnston hasn't heard from you, doesn't think you exist...

Dear All,

As you may be aware, there has been a vigorous campaign by the Save Manston group to buy the Manston Site. Not with their own money, obviously.

Many of us believe that plans for a compulsory purchase order (CPO) of the site will be costly in the short term - £80K already just to explore the legality of a CPO, and the cost of a viability study into the airport. Worse still, the whole process would be long and complex, and in the long-term could prove costlier and more dangerous.

Things are moving rapidly and with the American company River Oak throwing their hat into the ring as a prospective partner (in a back to back CPO agreement), it is looking like there will be a great deal of pressure put on councillors to go for some kind of initial deal with them. This could mean that River Oak, already offering their lawyers in lieu of the council seeking legal advice (dodgy?), could involve themselves in the proceedings. Potentially, we could see TDC simply rubber-stamping plans decided by others. At the very least, we need to act in order to slow down proceedings and ensure that it is our elected representatives who are making these decisions, and on the basis of independent and expert advice.

TDC are going to be making decisions - on 31st July - based on a viability study which firmly rejects the potential for Manston to be viable as a passenger operation and which opts instead for a cargo hub and 'airport city' model. This would inevitably bring back the whole issue of night flights and a huge amount of pressure will be brought to bear on councillors to offer open-ended guarantees about flying through the night. This is why the No Night Flights group still has an active interest in the Manston Site.

The viability study, of course, is more in the vein of 'what can we do, at any cost, to keep Manston open as an airport' rather than 'is it worth keeping it open'. Councillors again need to be supported in ensuring that discussions in TDC recognise the difference.

What's on the cards is 'an airport city' with associated factories, plants, parking etc in the heart of Thanet with old, noisy cargo planes overhead at all hours of the day and night. To date, the Labour Group have reiterated their anti-night flights stance but Sir Roger Gale, the local Conservative group, River Oak and, of course, the Save Manston Airport group are putting on huge amount of pressure to get them to back down from this and support ANY save Manston plans at whatever cost.

Cllr Iris Johnston believes that there are only a couple of dozen people that are against the plans for a CPO and/or saving Manston at any cost. We need to set the record straight on that score. This is the time to make your voices heard. Again.

1. Write to ALL Ramsgate councillors expressing your concerns and to Iris Johnston, as Leader of the Council, and to Madeline Homer, acting CEO.

2. Turn up to either/both important meetings this week:

• Ramsgate Town Council at the Custom House on Wednesday 30th July at 7pm; and
• Thanet District Council in Cecil Square on Thursday 31st July at 7pm.

Please speak to your friends and neighbours and get them to help.

It's time to be generous with your common sense!

madeline.homer@thanet.gov.uk - Madeline Homer (acting CEO of Thanet District Council)

cllr-iris.johnston@thanet.gov.uk - Cllr Iris Johnston (Leader of Thanet District Council, Labour)

democracy.thanet.gov.uk/mgCommitteeMailingList.aspx?ID=151 - the rest of the TDC Cabinet

www.WriteToThem.com - All your elected representatives, from here to Brussels.

No Night Flights Committee

Manston airport equipment to be sold at online auction

A mass auction of equipment used at Manston airport is to take place later this month. The site’s owners Kent Facilities Limited – owned by Stagecoach founder Ann Gloag – are putting dozens of items under the hammer following the closure of the airport in May.

Lots include boarding steps, an aircraft de-icer, mobile baggage conveyors, Land Rovers and specialist fire engines. Several items from the terminals are also for sale, including metal detectors, baggage scanners and even rows of seats.

Interested bidders will be allowed to view the kit up for sale at the airport near Ramsgate on Wednesday, July 23 and Tuesday, July 29, by appointment only. They are being sold online by Lincolnshire-based auctioneers Peaker Pattinson on Wednesday and Thursday, July 30 and 31. Their advert also indicates that items from the control tower will be for sale in September.

Thanet District Council is taking legal advice on the viability of issuing a compulsory purchase order for the site. It is thought US consortium RiverOak would help to fund a buyout of the airfield, having submitted three offers for it before it was closed.

Mrs Gloag is due to meet Thanet District Council leader Cllr Iris Johnston in London tomorrow to discuss the future of the site. The auction has been condemned by Thanet North MP Sir Roger Gale but he says it is likely to galvanise support to get the airport reopened. Sir Roger said:

This will simply strengthen the determination of Manston's supporters, the district council, Members of Parliament and, of course, the prospective purchasers, to buy the airfield and to get planes flying again. Much of what is on sale is past its best and any new operator would be looking to replace and refresh equipment more suited to the tasks generated by the new business that Manston will attract.

The Transport Select Committee's planned inquiry into regional airports will offer a political opportunity to air the true facts surrounding what I regard as the temporary closure of Manston and in due course I shall also be seeking a further adjournment debate. The inquiry that a compulsory purchase order will almost certainly generate will additionally offer the chance to get the facts on the record and to expose the manner in which potential business opportunities have been squandered.

Save Manston Airport group chairman Keith Churcher said:

It is absolutely nothing to worry about. It is all equipment that needs to go anyway. It is nothing special. This would do a favour for the new owners because there are a lot of bits and pieces lying around that needed to be cleared out.

A spokesperson for Manston Airport said:

We have retained Peaker Pattinson to complete the sale of the remaining assets at Manston following its closure as an airport in May.

Kent Online 2nd Jul 2014

Ann Gloag and Cllr Iris Johnston to meet in London

A high level delegation from Thanet Council will meet businesswoman Ann Gloag in London on Thursday after she shut Manston Airport. The long-awaited meeting will be led by Thanet council leader Cllr Iris Johnston, together with her deputy Cllr Richard Nicholson, acting council chief executive Madeline Homer, and a legal representative.

It is the crunch get-together that the council, MPs, businesses and organisations, plus former Manston employees and residents has been urging for many weeks. Cllr Johnston said:

“We are going to see Mrs Gloag and to outline the situation as we see it and to hear in person what she has to say. We will ask her for her reasons for declining offers that have been made re the airport and any updates on her decision that led to the closure and loss of jobs. She has treated me with courtesy before when we spoke on the phone and I am glad she had made time in her busy schedule to meet with us.”

Cllr Johnston described the meeting as “critical for the future of the airport.” She added:

“From an economic development point it is vital for Thanet to tell our potential investors that we have our own airport.”

Cllr Johnson said has received a petition of almost 8,000 signatures urging the district council to compulsorily purchase Manston. She added:

“We are exploring all avenues. A CPO is a possibility we will look at but it is a complicated procedure for a local authority and we will need a watertight arrangement with a third party if we are going to proceed this way.”

The American company RiverOak tried to buy the airport; its chief executive Steve DeNardo and fellow directors have reaffirmed their desire to buy the site, and have met with Thanet MPs Sir Roger Gale and Laura Sandys. The company has had three offers turned down by the site’s owners including an offer made on the day of closure which met the asking price.

Cllr Johnson, who is meeting East Kent and Medway authority chief executives and leaders, and Thanet Regeneration Board among others, to keep Manston alive, said expanding the current enterprise zone from the Richborough corridor into Thanet to include Manston would be essential to attract investors to the area. She added:

“We are all trying our very best to ensure that Manston airport has a future.”

She plans to meet with Kent County Council leader Cllr Paul Carter on Friday, July 4, after her meeting with Mrs Gloag.

Kent Online 30th Jun 2014

MPs meet with Manston 'bidders' RiverOak

Thanet MPs, Sir Roger Gale and Laura Sandys, yesterday met with the CEO of RiverOak, Steve DeNardo, and fellow directors who wish to purchase Manston and to re-open the airfield as an operating airport cargo hub.

At the meeting at the House of Commons RiverOak , the company which offered the full £7m asking price for Manston prior to closure but had their offer rejected by the current owner, Mrs Gloag, reaffirmed their desire to buy the airfield and their faith in its future as a significant cargo-handling and possible future passenger centre.

Earlier the RiverOak team met with Aviation Minister Robert Goodwill to outline their proposals and to maintain contact with the UK Government. Further meetings will follow later this week.

Following their discussions with Mr DeNardo The MPs said in a joint statement:

It is clear that RiverOak are committed in their determination to acquire and to operate Manston as an airport, with all the job-creating potential that will flow from that. There are, of course, obstacles to be overcome and much will depend upon the ability of Thanet District Council to bring a Compulsory Purchase Order to a satisfactory conclusion but with cross-party political support that exists we believe that this can be achieved.

Literally and metaphorically we and RiverOak are in this for the long haul. The due processes may take a little time but we intend to realise our objective and to see planes flying from Manston once again.

Thanet Gazette 18th Jun 2014