Holzer & Holzer, LLC has paid for the dissemination of this promotional communication, and Corey D. Holzer is the attorney responsible for its content. Action Alerts PLUS is a registered trademark of TheStreet, Inc. Start the year strong, access the AAP portfolio today. Some of the investigations began in early 2021. Press question mark to learn the rest of the keyboard shortcuts, https://www.thestreet.com/markets/regulation/doj-sec-probe-dozens-of-firms-in-short-selling-sting. Six months after the merger, DWAC still hasnt filed even an initial S-4. Kerrisdale Capital's Q2 2021 Investor Letter, fuboTV (FUBO): Kerrisdale Capital's Short Thesis, Hedge Fund and Insider Trading News: Sahm Adrangi, Daniel Loeb, P2 Capital Partners, GMT Capital, Chatham Asset Management, Mettler-Toledo International Inc. (MTD), Tetra Tech, Inc. (TTEK), and More, Hedge Fund Battleground Stock Crashes and Burns, Hedge Fund and Insider Trading News: Sahm Adrangi, Bernard Selz, Stryker Corporation (SYK), VBI Vaccines Inc (VBIV), and More, Hedge Fund and Insider Trading News: David Einhorn, John Paulson, Kerrisdale Capital, Bridgewater Associates, Nielsen Holdings PLC (NLSN), VEREIT, Inc. (VER), and More, Kerrisdale Capital Managements Return, AUM, and Holdings, Kerrisdale Capital Investor Letter: The Bullish Thesis That Lead to 80% Q3 Returns, Hedge Fund and Insider Trading News: George Soros, Kerrisdale Capital, Trilogy Metals Inc (TMQ), American Airlines Group Inc (AAL), and More, 13G Filing: Kerrisdale Capital and Adamas Pharmaceuticals Inc (ADMS), Kerrisdale Capital Betting On A Turnaround With 5 New Tech Positions, How to Best Use Insider Monkey to Increase Your Returns, 6 Things You Didn't Know About Hedge Funds. The complaint also charges GPB Capital and Gentile with violating the antifraud provisions of the Investment Advisers Act of 1940 and charges GPB Capital with violating the registration and whistleblower provisions of the Exchange Act and the Advisers Acts custody and compliance rules. Starting a social media platform from scratch, particularly one linked to the former President, requires experienced leadership and resources across a host of critical technical disciplines. The MSM's arrogance is self evident- Kerrisdale Capital can publicly assert there is an active SEC investigation because low information voters have a minimum level of understanding how things work in this world. The complaint seeks disgorgement of ill-gotten gains plus prejudgment interest and penalties. Nearly all requests get approved, so dont be shy with those requests. The SECs complaint further alleges that GPB Capital and Ascendant Capital made misrepresentations to investors about millions of dollars in fees and other compensation received by Gentile and Schneider. Photographer: Peter Foley/Bloomberg. Kerrisdale Capital has crossed the line into blatant market manipulation through inciting fear and panic in the stocks they are currently invested in through their blog and twitter posts. , which it shorted last year, and new reports on Veritone, Mountain Valley MD, Cielo Waste Solutions, and BeyondSpring. The SEC's examination that led to this enforcement action was conducted by Susan Day, Stephanie Fischer Bennett, Tim Worthington, Lisa Byington, Craig Ellis, Nick Madsen, and Tom Piccone of the Denver Regional Office. On October 5, 2021, Kerrisdale Capital released a report alleging the Company "has failed to file financial statements with the SEC since September 2020, is in danger of having its stock delisted next month, and just fired its accounting firm in September." We are short shares of Digital World Acquisition Corp. at cholzer@holzerlaw.com or Joshua Karr, Esq. Content copyright 2023. 2023 TheStreet, Inc. All rights reserved. Kerrisdale Capital also alleges the "market is badly mistaken about Camber's share count and ignorant of [Camber's] terrifying capital structure," estimating the Company's "fully diluted. and Meta Materials. The firm said Nuvei is the third rebrand of the company originally founded as Pivotal Payments in 2003. Truth Socials disaster of a launch, among many other red flags regarding TMTG, raise valid concerns over execution and the companys long-term viability. Kerrisdale Capital is an investment management firm. As the result of the definitive agreement, privately-held GammaRey brings to GoLogiq (OTC:GOLQ): Profitable business with strong cash flow.Nearly $800 million in customer financial assets.Full-stack fintech ecosystem designed for the New World Digital Economy, including a commodity-backed digital currency, digital wallet, and proprietary transaction platform for securities, goods and services.Pipeline of accretive and/or technology-enabling acquisitions. Following this news, Cambers stock price fell $1.56, or over 50%, to close at $1.53 per share on October 5, 2021. Anything posted in this sub is OPINION ONLY! Since its founding in 2000, Holzer & Holzer attorneys have played critical roles in recovering hundreds of millions of dollars for shareholders victimized by fraud and other corporate misconduct. We havent been contacted by DOJ, SEC or any governmental authorities about any investigations, Sahm Adrangi,Kerrisdales chief investment officer, wrote in an email. This is the most SUCCESSFUL #DWACtheSEC Call to Action Any explanation for the big jump at the end of day??? KCM and Kornitzer agreed to distribute the ordered disgorgement, penalty, and prejudgment interest to the two previously unreimbursed CITs and investors in those CITs. In itsshort reportabout Nuvei, Ben Axler's Spruce Point said it believes the "highly promoted payments processing technology company has covered up a patter of business failures, lack of organic growth and a web of relationships with individuals connected to major Ponzi Schemes and alleged fraudulent activities." GPB Capital allegedly violated the whistleblower provisions of the securities laws by including language in termination and separation agreements that impeded individuals from coming forward to the SEC, and by retaliating against a known whistleblower. KCM and Kornitzer told the board members that they would reduce the concentrations to 10% within 12 to 18 months. On October 5, 2021, Kerrisdale Capital released a report alleging the Company "has failed to file financial statements with the SEC since September 2020, is in danger of having its stock delisted next month, and just fired its accounting firm in September." This year's most successful short-sellers. CONTACT:Corey D. Holzer, Esq. A luxury yacht owned by hedge fund manager Daniel Loeb damaged a pristine reef atoll in Belize near the famous Great Blue Hole, a popular diving site. According to the complaint, these defendants along with Ascendant Alternative Strategies, which marketed GPB Capitals investments, told investors that the distribution payments were paid exclusively with monies generated by GPB Capitals portfolio companies. Please read & abide by sub rules! Carson Block, founder of Muddy Waters LLC, speaks, during a Bloomberg Television interview in New York, U.S., on Wednesday, July 17, 2013. If Kerridale lied, no harm to them since Senator Karen never updated the mass about her investigation. On October 5, 2021, Kerrisdale Capital released a report alleging the Company "has failed to file financial statements with the SEC since September 2020, is in danger of having its stock delisted . The SEC also charged GPB Capital with violating the whistleblower protection laws. Jul 28, 2022 Its TAM is becoming saturated & competition has intensified. KCM and Kornitzer, however, failed to do so, and the CITs incurred significant losses as a result. So how do the benefits hedge funds enjoy when publicizing their shorts compare against the benefits the rest of the markets receive when they identify fraudulent companies? While Night Market Research did not make Breakout Point's list of the top 10 most successful short callsof 2020, many of the firms on this year's list are regulars. Kessler Topaz Meltzer & Check LLP. (R-NC). In addition, as the post-merger surviving operating business, TMTG would reasonably be expected to have the infrastructure necessary to function as a public company. FCEL Camber is an independent oil and natural gas company that engages in the acquisition, development, and sale of crude oil, natural gas, and natural gas liquids in the Cline shale and upper Wolfberry shale in Glasscock County, Texas. The SECs complaint, filed in federal court for the Eastern District of New York, charges Gentile, Schneider, GPB Capital, Ascendant Alternative Strategies, and Ascendant Capital with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, and Lash with aiding and abetting certain of those violations. The company denied wrongdoing but agreed tosettlea lawsuit filed by shareholders for $175 million. Kerrisdale Capital Management LLC. | Source: UPDATE: This community is now RESTRICTED. This year's reports included updates on Zynex and FuelCell Energy Their manifested ignorance and persistent hatred of the common everyday worker is clearly evident every time they publish these non factual stories. Aside from Kerrisdale Capital and Spruce Point, other firms that have published short reports this month include Fraser Perring's Viceroy Research Group, Carson Block's Muddy Waters, Mephisto Research, White Diamond Research, and Matthew Wiechert's Bonitas Research. The seal of the U.S. Securities and Exchange Commission (SEC) is seen at their headquarters in Washington, D.C., U.S., May 12, 2021. Your email address will not be published. Laurence Rosen, Esq. To inquire about an investor login, please fill out the form here. In order for a real payout to occur at a horse race, someone has to bet for and against the horse!". To gain SEC approval of a supposedly forthcoming S-4, DWAC needs to accurately detail the extent of the due diligence it conducted regarding TMTG within just six weeks, as well as explain the specific reasons why it believes merging with a de facto shell company is in DWAC shareholders best interests. The rquests from the Justice Department seeking information also included: Atom Investors, Bonitas Research, Connective Capital Management, Falcon Research, GeoInvesting, Gotham City Research, GrizzlyRock Capital, J Capital Research, Oasis Management, Park West Asset Management, QKM, Sabrepoint Capital Management, Silverado Capital, Spruce Point Capital Management, Valiant Capital Management and White Diamond Research. Representatives for the majority of the companies, includng Melvin, Orso, Sophos and Hindenburg, either declined to comment to Bloomberg or did not reply to messages seeking comment. $DWAC is the SPAC that is taking Trump Media and Technology Group (future $TMTG) to the public stock exchange via the NASDAQ. We are a community of serious BULLISH DWAC investors. A large number of the representatives for several of those companies, including Falcon, GrizzlyRock, J Capital, Oasis, Valiant and White Diamond, said they did not receive any requests from investigators. The litigation will be led by Mr. Stoelting, Ms. Pauley, and Ms. Moilanen. The FBI took computers from the home of Andrew Left, the founder of Citron Research, which is known for its short selling trading, sources told Bloomberg. Sorry, no results has been found matching your query. Two months later, Luckin Coffee itself reported the discovery that its chief operating officer and other staffers had fabricated about 40% of its revenue in 2019. Insider Monkey tracks hedge funds' moves to identify the best stocks to buy and short. The sources also said that requests for information were also sent by the SEC. Kerrisdale Capital also alleges the "market is badly mistaken about Camber's share count and ignorant of [Camber's] terrifying capital structure," estimating the Company's "fully diluted share count is roughly triple the widely reported number." While recent pressure on DWAC shares has been attributed to the executive exodus at TMTG and Elon Musks interest in acquiring Twitter, DWACs stock has much further to fall given the demonstrably misleading statements in DWACs registration statement, the status of TMTGs operations at the time the merger agreement was executed, the cast of characters seeking to consummate that merger and those individuals flagrant disregard for SEC rules and regulations. Ivan Cosovic of Breakout Point offers some highlights of December's haul for short-sellers in an email. DWAC SPACkers should remember these threats to our republic and reserve their resources and commercial purchases for firms that build up this great country and not these lobotomized liberal bastions of hatred that permeate our society today. One thing that would help in creating a parallel economy is if someone makes a financial institution to compete with the likes of Blackrocka giant money manager that invests in companies that actually benefit the majority of real people, and actually follow sound business practices, instead of politics that deliberately alienate at least half of their customers. In February 2016, board members managing the CITs directed KCM to reduce the CITs' holdings of the single issuer's securities to no more than 10% of the CITs' assets. Contrary to the uninformed views of bulls, the SEC does have the ability to effectively kill the proposed merger, using, ironically, the same mechanism it used to kill three of ARC Groups companies just five years ago. Kerrisdale Capital also alleges the "market is badly mistaken about Camber's share count and ignorant of [Camber's] terrifying capital structure," estimating the Company's "fully diluted share count is roughly triple the widely reported number." Through this fear and panic make a profit on their current positions. The SEC and DOJ are investigating dozens of investment firms for their short selling activities. Initiating research coverage on long and short investments, Company updates, market commentary, case studies and other topics we consider worth discussing, Secular Transformation To Drive Re-Rating Amidst Cyclical Upturn, As a private investment partnership, we do not provide access to information about certain of our products and services to the general public for regulatory reasons. "As per many 2021 headlines, short-sellers should, by now, probably be down gazillions of dollars. The Department of Justice is reportedly investigating the relationship between research firms that publish short reports and the hedge funds that short the companies in those reports. But more importantly, these factors raise serious doubts regarding the scope of due diligence DWAC conducted in the six weeks between its IPO and execution of the TMTG merger agreement. On October 5, 2021, Kerrisdale Capital issued a report which stated that, Camber is a defunct oil producer that has failed to file financial statements with the SEC since September 2020, is in danger of having its stock delisted next month, and just fired its accounting firm in September. Kerrisdale "the three stooges" Capital and it fellow dunces like Mr. Greg GERST, CFA have thrown all the crap they can against the wall and it is beginning to drop on their heads. only one party can lie. Kerrisdale Capital, an investment management company, released its investor letter for July. Its very tough to defend yourself when you havent been accused of anything, he told Bloomberg. The MSM's arrogance is self evident- Kerrisdale Capital can publicly assert there is an active SEC investigation because low information voters have a minimum level of understanding how things work in this world. On October 5, 2021, Kerrisdale Capital issued a report which stated that, "Camber is a defunct oil producer that has failed to file financial statements with the SEC since September 2020, is in . Gregory Lemelson and Massachusetts-based Lemelson Capital Management LLC were charged with fraud in September 2018 for reaping more than $1.3 million in illegal profits by making false statements to drive down the price of San Diego-based Ligand Pharmaceuticals Inc. 275 Madison Avenue, 40th Floor New York, NY 10016 Tel: (212) 686-1060 Toll Free: (866) 767-3653 Fax: (212) 202-3827 lrosen . Please click here to read full disclosures. The Justice Department has also recently subpoenaed some market participants seeking calendars, communications and other records for nearly 30 investment and research companies, according to the sources. Some of the well-known investment firms that were named in the Justice Departments requests include Orso Partners and co-founder Nate Koppikar; Melvin Capital Management and founder Gabe Plotkin; Sophos Capital Management and Jim Carruthers; and Kerrisdale Capital Management. Holzer & Holzer, LLC is an Atlanta, Georgia law firm that dedicates its practice to vigorous representation of shareholders and investors in litigation nationwide, including shareholder class action and derivative litigation. A copy of the same can be downloaded here. UP Fintech Holding (TIGR) A Smart Long-Term Buy? Hedge funds that issued short reports earlier this month have done quite well, sending the shares of the companies they uncovered into a tailspin. The other two shorts are HubSpot Kerrisdale Capital Management LLC. 3 mo. 6LinkedIn 8 Email Updates. It is unknown which short sellers named in thesubpoenas could be investigated in the future, or which ones just have relationships with other companies or are people of interest to the DOJ. DWAC has admitted it is under SEC investigation for statements made in its S-1, as well as the timing and circumstances surrounding its proposed merger with TMTG. "We literally haven't. Yet, none of that remotely existed when DWAC signed the merger agreement with TMTG. Night Market Research is in the top spot with an average return of -75% for the companies it shorted. According to the SEC's order, KCM served as investment adviser to four collective investment trusts (CITs), and Kornitzer served as their portfolio manager. Kerrisdale Capital Management's Return, AUM, and Holdings Back in 2009, Sahm Adrangi decided it was time to launch his own hedge fund, and so he founded Kerrisdale Capital Management, a New. Hah! According to Breakout Point, Night Market Research also had two of the top 10 best short calls with Mountain Valley MD and BeyondSpring. Can't wait Record levels activity on Truth! This field is for validation purposes and should be left unchanged. As alleged, the fraudulent scheme continued for more than four years in part because GPB Capital kept investors in the dark about the limited partnership funds true financial condition, failing to deliver audited financial statements and register two of its funds with the SEC. Its hard for us to comment on something we dont know anything about, said Taylor Hall, a representative for Oasis. Hedge fund expert Linsey Lebowitz Hughes of Duke University says that shorting is an important part of the health of financial markets, and hedge funds play a critical role. The Securities and Exchange Commission today charged three individuals and their affiliated entities with running a Ponzi-like scheme that raised over $1.7 billion from securities issued by a New York-based asset management firm and registered investment adviser, GPB Capital. STAY CONNECTED By all indications, in October 2021 TMTG was a shell company with no or only nominal operations. Viceroys Perring also said his company did not receive any requests for information. RADNOR, Pa., Oct. 06, 2021 (GLOBE NEWSWIRE) -- The law firm of Kessler Topaz Meltzer & Check, LLP is currently investigating potential violations of the federal securities laws on behalf of shareholders of Camber Energy, Inc. (NYSE: CEI) (Camber). GPB Capital and Gentile with assistance from Jeffrey Lash, a former managing partner at GPB Capital, also allegedly manipulated the financial statements of certain limited partnership funds managed by GPB Capital to perpetuate the deception by giving the false appearance that the funds income was closer to generating sufficient income to cover the distribution payments than it actually was. Create an account to follow your favorite communities and start taking part in conversations. All rights reserved. This year's other top calls include Bonitas' call on Ageagle Aerial Systems, Wolfpack's call on Chinese firm EHang Holdings, and Hindenburg's and Culpers' calls on the Chinese firm Sos Ltd. Last year's list of the top 10 calls included the Chinese coffee shop chain Luckin Coffee, which three different firms reported on: J Capital Research, Muddy Waters and Ash Illuminations Research. All rights reserved. Here is DWACfam Mark Willis hand delivering his DWAC UPDATE: Response from Rep. Dan Bishop's Office. The Rosen Law Firm, P.A. Since its founding in 2000, Holzer & Holzer attorneys have played critical roles in recovering hundreds of millions of dollars for shareholders victimized by fraud and other corporate misconduct. First and foremost, when you do a presentation of information such as this you must break down the elementary terms. In DWAC, the SEC has been handed textbook examples of the types of SPAC-related misconduct that it is intent on shutting down. ago Patriot . Kessler Topaz Meltzer & Check LLP Back in 2009, Sahm Adrangi decided it was time to launch his own hedge fund, and so he founded Kerrisdale Capital Management, a New York-based investment management firm with the main focus on long-term Sahm Adrangi's Kerrisdale Capital was the top performing hedge fund tracked by our database in Q3 according to our returns methodology. (888) 508-6832 (toll-free)cholzer@holzerlaw.com, To view the source version of this press release, please visit https://www.newsfilecorp.com/release/98655, https://www.newsfilecorp.com/release/98655, Hawaii fisherman overboard, missing after hooking large ahi, Reality TV star Julie Chrisley reassigned from Florida prison to federal medical center, The rich and powerful flocked to Davos via private jet to discuss climate change, study finds, 4 arrested, including middle school teacher, after teen found naked, beaten, In Montecito, the Million-Dollar Views Still Come With Mudslide Risks. More information about the firm is available through its website, www.holzerlaw.com, and upon request from the firm. Content copyright 2023. However, many hedge funds are holding their ground as the investigation proceeds, and they continue to issue short reports and act upon them. Washington D.C., Feb. 4, 2021 . Contacts. Recent SEC actions confirm that 1) the agency is serious about reining in a financial sector widely regarded as rife with potential fraud and conflicts of interest, and 2) SPAC enforcement investigations are priority matters within the commission. Kerrisdale describes HubSpot as "an unprofitable SaaS company that, despite the recent downward re-rating of the tech sector, still trades at 20x forward revenue." The firm believes HubSpot is a . Kerrisdale Capital, an investment management firm, published its second quarter 2021 investor letter a copy of which can be downloaded here. ago. The Department of Justice and the U.S. Securities and Exchange Commission are investigating dozens of investment firms for their short selling activities. Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kerrisdale Capital is an investment management firm. Holzer & Holzer, LLC has paid for the dissemination of this promotional communication, and Corey D. Holzer is the attorney responsible for its content. Here's Why Kerrisdale Capital Shorted Lightwave Logic (LWLG). "They also provide a valuable service by taking the opposite side of (long) trades, providing needed liquidity to the markets. Not professional financial advice. Some of the well-known investment firms that were named in the Justice Departments requests include Orso Partners and co-founder Nate Koppikar; Melvin Capital Management and founder Gabe Plotkin; Sophos Capital Management and Jim Carruthers; and Kerrisdale Capital Management. Given these challenges we think there is significant risk DWAC never files an S-4 at all. KerrisdaledescribesHubSpot as "an unprofitable SaaS company that, despite the recent downward re-rating of the tech sector, still trades at 20x forward revenue." On this report, the price of the Company's stock plummeted. The SEC appreciates the assistance of the U.S. Attorneys Office for the Eastern District of New York, Federal Bureau of Investigation, Financial Industry Regulatory Authority, Alabama Securities Commission, Illinois Securities Department, South Carolina Office of the Attorney Generals Securities Division, Office of the Georgia Secretary of States Securities Division, Missouri Securities Division, New Jersey Bureau of Securities, New York State Office of the Attorney General, and Texas State Securities Board. We make value-oriented investments in public securities. However, short-sellers saw stocks they publicly talked about decline [an] amazing 42% on average (if all major short calls from period Jan-Nov are observed).". Opinions expressed by Forbes Contributors are their own. "We haven't been contacted by DOJ, SEC or any governmental authorities about any investigations," Sahm Adrangi, Kerrisdale's chief investment officer, wrote in an email. Researchers that are well known in the short selling industry such as Nate Anderson and his Hindenburg Research and Fraser Perring and his Viceroy Research were also part of the list. Max Pain $30 next friday! December 10, 2019 - The Securities and Exchange Commission today announced settled charges against Kornitzer Capital Management, Inc. (KCM), a Kansas-based registered investment adviser, and its President, CEO, and majority owner John C. Kornitzer, for not following client instructions and for failing to adopt or implement reasonably designed written policies and procedures connected to client objectives and restrictions. We value DWAC at the cash held in trust: $10 (-80%). The report further alleged that Camber only has one real asset, a 73% stake in an OTC-traded company with negative book value. Ortex data. Atlanta, Georgia--(Newsfile Corp. - October 5, 2021) - Holzer & Holzer, LLC is investigating whether Camber Energy, Inc. ("Camber" or the "Company") (NYSE American: CEI) complied with federal securities laws. 6LinkedIn 8 Email Updates, Order - Kornitzer Capital Management, Inc. and John C. Kornitzer. The firm believes HubSpot is a COVID beneficiary whose growth will ultimately disappoint. We recommend about 10-15 long positions and 5-10 short positions in our quarterly newsletter every quarter. Tag: kerrisdale capital sec investigation January 1, 2023January 5, 2023Interviewsby Igor Anson Funds' Moez Kassam Interview: Investing in the Success of Businesses and Communities Moez Kassam is a top-performing hedge fund manager and successful entrepreneur. DWAC is not just another dubious 2021 SPAC; it is a poster child for some of the worst abuses the investment vehicle has spawned. We literally havent spoken to anyone at the government in many years.. And, given DWACs and TMTGs exceptionally high profile, an aggressive enforcement action would be an ideal way for the SEC to send a loud, unmistakable message to the industry. Hindenburg Research frequently does well with its short calls, landing five of the top 10 calls last year, and it is in second place for the most successful firms this year with an average share return of -65%. Six weeks into Truth Socials bungled launch, senior executives are already fleeing. Top performing activist shortsellers in 2021, "Overall, a great year for activist short sellers," Cosovic said in an email. People familiar with the matter also said they wanted records from 36 people that were associated with those companies. Payments in 2003 Securities and Exchange Commission are investigating dozens of investment firms their! Matter also said his company did not receive Any requests for information DWACfam mark Willis hand delivering DWAC., order - Kornitzer Capital management, Inc. 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And upon request from the firm believes HubSpot is a COVID beneficiary whose growth will ultimately.... And Kornitzer, however, failed to do so, and upon request the! | Source: UPDATE: this community is now RESTRICTED Camber only has one real asset, a great for! Are a community of serious BULLISH DWAC investors! `` Response from Rep. Dan Bishop Office! The most SUCCESSFUL # DWACtheSEC Call to action Any explanation for the companies it shorted kerrisdale Capital LLC! And foremost, when you do a presentation of information such as this you must break the. Saturated & amp ; competition has intensified firm, published its second quarter 2021 investor letter a copy which! Agreed tosettlea lawsuit filed by shareholders for $ 175 million, the.... Firms for their short selling activities someone has to bet for and against the horse ``! Dwacthesec Call to action Any explanation for the companies it shorted last year, and Ms. Moilanen side... 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Willis hand delivering his DWAC UPDATE: this community is now RESTRICTED, order - Kornitzer Capital management.!, www.holzerlaw.com, and BeyondSpring presentation of information such as this you must break down the terms...
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