You can buy an actual sandwich at that mystery New Jersey deli — but good luck finding some of the biggest investors in the $100 million company that owns only that one eatery.
A reporter for CNBC tried — hard — without success Wednesday to locate a group of four investment entities purportedly based in Macao, China, who comprise the largest shareholder group in deli owner Hometown International.
One of those investors — cryptically named VCH Limited — also collects $25,000 per month from Hometown International for a consulting agreement related to efforts by the money-losing sandwich seller to merge with a private entity.
E-Waste, a shell company with multiple ties to Hometown International, likewise is being positioned for such a transaction, according to filings with the Securities and Exchange Commission.
While Hometown International operates a real Italian deli in Paulsboro, New Jersey — albeit a modest one with less than $37,000 in combined sales in the past two years — E-Waste has no actual business operations.
Despite that fact, the market capitalization of both companies has topped $100 million in recent weeks, due to a seemingly inexplicable rise in the prices of their thinly traded stocks since last year, when overseas investors began taking stakes in the companies.
The biggest single owner in both over-the-counter-traded companies is a Macao entity called Global Equity Limited, which holds 42 million common shares and warrants in Hometown International.
Global Equity also is the largest shareholder, by far, in a third company called Med Spa Vacations, whose sole corporate officer, John Rollo, is the president of E-Waste.
An SEC filing shows that Hometown International in February loaned Med Spa Vacations $150,000 at an interest rate of 6%. Med Spa Vacations says in filings that it is, like E-Waste, a shell company with no ongoing operations that likewise is seeking to combine with a private entity.
Three other entities registered in Macao — VCH Limited, IPC-Trading Company and RTO Limited — each hold 10.5 million shares and warrants in the deli owner.
Filings state that VCH Limited, IPC-Trading Company, RTO Limited and Global Equity Limited are based in the same downtown office building in Macao, a special administrative region of China and a major gambling mecca located less than 40 miles from Hong Kong.
Mystery in Macao
Except for VCH, whose listed address is on the fifth floor of that office building, the other entities are located on the first floor, according to their filings in Macao’s Commercial Registry Office.
But a reporter found no actual offices of the entities at the building, or any other sign of them.
Instead, the reporter found the offices of an accounting company and a related corporate services firm that seem to be acting as mail drops for the investors, and possibly providing other functions.
Those other physical companies at the building are connected to one of Macao’s biggest and most prestigious law firms.
Likewise, nowhere to be found at the address were the individuals who are identified in SEC filings as their managers and controllers of their stock holdings.
Those individuals also do not show up in a search of SEC filings for any other company besides Hometown International, E-Waste or Med Spa Vacations.
The owners of Global Equity, whose registration filings say it began operations in 2016, are listed as two men, Michael Tyldelsey and Ibrahima Thiam.
Tyldelsey also is listed as managing director of VCH, which was created in May 2017.
IPC-Trading’s owners are listed as Thiam and someone named Lan Moi Lilia. The listed owner of RTO Ltd. is a person named Nathalie Tina Pasaywon.
Filings show that RTO was created on the same day in May 2016 as Global Equity.
IPC-Trading began operations four months earlier that year.
The Paulsboro enigma
The opaque nature of the entities’ ostensible address in Macao and of their managers adds even more questions to the already strange saga of Hometown International and E-Waste.
Three weeks ago, Greenlight Capital hedge fund manager David Einhorn first raised eyebrows and sparked headlines about Hometown International, when he noted in a client letter that the company had an absurdly high market capitalization of more than $100 million despite owning only one tiny deli.
Since then, reporters have scurried south on I-95 to buy reportedly tasty cheesesteaks and Italian hoagies in Paulsboro, and Hometown International has seen had its stock demoted from a mid-tier over-the-counter trading platform because of irregularities in its public disclosures. OTC Markets Group at the same time slapped a “buyer beware” warning on Hometown International’s stock.
The deli company and E-Waste also terminated consulting agreements that had them paying a company controlled by the father of Hometown International Chairman Peter Coker Jr. a total of $17,500 per month after CNBC detailed those arrangements.
Last Friday, Hometown International, in an extraordinary SEC filing, disavowed its market capitalization, saying that neither its revenues nor assets warranted such a high stock price. E-Waste issued an identical disavowal of its own stock price three days later.
Hometown International’s lawyer did not return a request for comment from CNBC for this article.
Not all of Hometown International’s owners are a mystery — or as much of a mystery — as the ones in Macao.
The investor with perhaps the biggest public profile, Paul Morina, is CEO and president of Hometown International. He holds a whopping 30.5 million common shares and warrants in the company.
Morina is renowned in New Jersey high school wrestling circles as coach of the team Paulsboro High School team, which frequently wins state titles.
Morina also is principal at Paulsboro High, whose other administrators include Christine Lindemuth, the only other executive officer of Hometown International. Lindenmuth currently owns no shares of the company, according to SEC filings.
Morina’s brother Carmel Morina is the elected sheriff of Gloucester County, whose environs include Paulsboro, a small town located just across the Delaware River from Philadelphia.
Paul Morina has not responded to repeated requests to comment by CNBC for the past three weeks.
Coker connections
Hometown International has three major shareholders that are based in Hong Kong.
One of those, Maso Capital Partners, last year created a NASDAQ-traded special purpose acquisition company whose board members include Hometown International Chairman Coker Jr., who is based in Hong Kong.
Coker Jr.’s own corporate interests include a financially troubled hotel in Macau — The 13 — which initially had marketed itself as the most luxurious hotel property in the world.
The hotel, who initial investors included Steve Cohen’s SAC Capital Advisors, Fidelity International, and Omega Advisors, has been closed to guests since February 2020 because of the Covid-19 pandemic.
Maso Capital’s leaders include Manoj Jain, a former managing director at the asset manager previously known as Och-Ziff.
Jain holds sole voting and investment power for the two other Hometown International investors in Hong Kong. Those investors are corporate arms of the investment funds of two American universities, Duke and Vanderbilt.
Jain controls more than 52 million common shares and warrants for Hometown International through the Hong Kong entities.
Last week, Jain became the first person affiliated with the deli owner to publicly comment in the weeks since it gained notoriety for its bizarre stock valuation.
Jain told CNBC in a statement then that he was “very concerned” about “serious allegations” surrounding Coker Jr.’s father, Peter Coker Sr., and others affiliated with the elder Coker’s North Carolina company.
His comment came after CNBC documented the messy legal and regulatory issues involving Coker Sr. —who is a key investor in Hometown International — and people connected to Coker Sr., in addition to Hometown International’s accounting firm and the company’s first lawyer.
Coker Sr.’s firm Tryon Capital was being paid $15,000 per month by Hometown International and $2,500 per month by E-Waste for consulting work before those deals were terminated last month.
An SEC filing shows that Tryon Capital in February began leasing office space to the third company, Med Spa Vacations, which also that month entered into a one-year consulting agreement that pays Tryon Capital $2,500 per month.
A Coker Sr.-controlled company called Hometown Global Services is the second largest shareholder, after Global Equity Ltd., in Med Spa Vacations. In its annual report filed in March, Med Spa Vacations said it had no revenue for 2020, ended the year with no cash, and had a loss of more than $46,000 for that year.
Unlike Jain, the Macao investors have kept mum in the midst of the controversies over Coker Sr. and Hometown International.
A visit to the Macao offices
On Wednesday, a reporter visited their legal address at 759 Avenida Da Praia Grande, a 15-story building called Lun Pong.
The building, located in Macao’s central business area, is surrounded by architecture dating to the period when Macao was a colony of Portugal, and is five minutes away from Senado Square, the city’s focal point, and part of the UNESCO Historic Centre of Macau World Heritage Site.
The building’s lower five floors are owned by Rui José da Cunha, a founding partner at C&C Lawyers and Notaries — one of Macau’s top legal firms — which has its offices there.
None of the Hometown International investors, nor any of their managers or owners, are listed by name on the directory in the lobby of the building.
But a company called Gestores de Projetos Limitada — or Project Managers Limited, in Portuguese — is listed as a tenant of the first floor.
That same floor — whose walls features Chinese calligraphy and a painting of the Ruins of St. Paul’s, a Catholic religious complex in Macao — is the legal address for all of the Hometown International investors in the city with the exception of VCH.
GEP provides accounting services to small- and medium-sized business in Macao.
“Whether you need to outsource your payroll tasks or to get an expert opinion on an investment opportunity in Macao, we’re able to assist you in a timely and cost-effective manner,” GEP’s website says.
“We also work closely with one of the biggest law firms in Macao to assure your company stays compliant with the laws of Macao and to assist you in a wide array of services, including company incorporation or appointment and removal of directors,” that site says.
When the reporter asked a GEP employee if they knew about Global Equity Limited, that person said GEP provides “services to this company,” indicating that Global Equity has an address in GEP’s office.
The employee then called a partner in GEP, Rui Pedro Cunha, who told CNBC he was not familiar with the names of the entities known to be Hometown International investors.
Cunha said that GEP services companies that want an address in Macao. Those client companies get mail delivered to GEP, which then forwards it on to the companies, he said.
“Usually, we do that in the cases of companies that are using our accounting services,” said Cunha, whose father is the owner of the building’s bottom five floors and the C&C law firm.
Cunha said that he would check to see if the Hometown International investors were among GEP’s clients.
Cunha later emailed CNBC, saying, “I cannot confirm which company is (or isn’t) a client of GEP, but if GEP is handling mail for a company and receives mail for them, GEP will be sure to forward it.”
CNBC then replied, asking him to forward requests to the Hometown International investors and associated people that they contact a reporter so that they could answer questions for this article, and comment for it.
On the building’s fifth floor — the purported location of the investor VCH — there is another company called C&C Secretariado Limitada, or C&C Corporate Services Limited.
That company provides auditing and accounting services, in addition to domiciliation and administration services to companies that have no physical presence in Macao.
A person at that firm declined to comment to CNBC.
— Catarina Domingues reported in Macau for CNBC.
Source: Business - cnbc.com
