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Hometown International ( Expert Market:  HWIN) was an American holding company, best known for operating Your Hometown Deli, a delicatessen in Paulsboro, New Jersey. It attracted attention in 2021 for having a market capitalization of over US$100 million despite the deli having annual sales of only about $25,000. The company changed its name to Makamer Holdings after merging with Makamer, a bioplastics startup, although the stock continues to trade as Hometown International, Inc. The deli closed on June 19, 2022.

A former chairman and others associated with the company were charged in September 2022 in relation to their work for Hometown International with conspiracy to commit securities fraud, securities fraud, conspiracy to manipulate securities prices, and other offenses.

Stock market listing

When Hometown intended to go public in 2015, [1] the U.S. Securities and Exchange Commission (SEC) had warned Hometown that it believed that the company was a shell company. Hometown's leadership objected, stating that it was operating a delicatessen and that it was investing in food preparation and service. [2]

In a letter to clients published in April 2021, hedge fund manager David Einhorn remarked that retail investors were at risk from inflated valuations of publicly traded companies. Hometown International, whose stock had started trading in 2019, had sales of only $35,748 in the past two years combined, yet it had a market capitalization of over $100 million. Einhorn wrote, "The largest shareholder is also the CEO/ CFO/ Treasurer and a Director, who also happens to be the wrestling coach of the high school next door to the deli. The pastrami must be amazing." [3]

On April 22, 2021, the OTC Markets Group delisted Hometown's stock from its OTCQB market "for not complying with the rules" and marked it as CE, for caveat emptor. The OTC placed a skull and crossbones icon next to Hometown's stock symbol as a warning that investors should exercise care before investing in a stock marked CE. [4]

Corporate governance

Paul Morina, the principal of Paulsboro High School and head coach of its wrestling team, owned 19% of Hometown's outstanding shares in April 2021, making his stake worth $20.5 million on paper. Morina was Hometown's CEO, CFO, and treasurer; he was not compensated for his work in these roles. The only other employee of the holding company was Christine Lindenmuth, a math teacher at Paulsboro High School who did not own any shares of Hometown. Lindenmuth served as vice president and secretary of Hometown International, which did not pay her any compensation. [5] According to an SEC filing dated May 12, 2021, shareholders of Hometown International voted to fire Morina and Lindenmuth. The filing did not indicate a reason for why shareholders called for the vote. [6]

Peter Coker Jr., based in Hong Kong, was chairman of Hometown International. His father, Peter Coker Sr., was a major shareholder in Hometown. The elder Coker and several of his associates have been accused of and sued for many crimes, including fraud, campaign finance violations, and prostitution. [7] In June 2021, New York magazine's Intelligencer blog noted that Hometown's disclosures reveal "an incestuous web of connections across various shell companies, or quasi-shell companies, with little to no revenue". For example, in February 2021, Hometown had lent $150,000 to an unsuccessful vacation company whose investors also included Peter Coker Sr. [1]

The New York Times Magazine reported in June 2021 that Manoj Jain, co-chief investment officer at Hong Kong-based hedge fund Maso Capital Partners, was intending to find a company worth under $500 million to engage in a reverse takeover with Hometown International. The tactic is similar to that used by special-purpose acquisition companies (SPACs) who typically acquire more valuable firms. Peter Coker Jr. had approached Maso and convinced the firm to invest $2.5 million in Hometown. [8]

Food offerings

After Einhorn's letter to investors spread widely, several journalists visited Your Hometown Deli to evaluate its food. The New Yorker enlisted Ron Ferreira, a 40-year veteran of the Italian food industry in New Jersey, to evaluate four of Your Hometown Deli's sandwiches. Ferreira gave them largely positive reviews. At a time when Hometown International's market cap was about $2 billion, Ferreira estimated that the deli was worth no more than $50,000. [2] Ben Gilbert of Insider visited the deli at about 2:00 PM on a Tuesday, when he was the only customer. Gilbert bought a cheesesteak and praised its quality and its low price, although he noted that the deli's building "looks more suited for a VFW outpost than a food establishment". [9] A senior reporter at Philadelphia magazine found that the food was a good value for its cost, although he felt that the location was unremarkable. When he was visiting, four police officers were outside the deli to deter journalists and photographers from accosting customers. [10]

Merger

On March 31, 2022, Hometown International announced that it would merge with Makamer, a bioplastics start-up based in Los Angeles. The merged company is called Makamer Holdings. Although Hometown's market cap was $109.2 million at the time of the merger, a CNBC reporter wrote that it "is not likely, at all, that the shareholders will receive the current value of the share price". Prior to the merger, the last two trading days for Hometown with any nonzero volume had been March 8, 2022, and December 31, 2021, each with a volume of 100 shares. [11]

Your Hometown Deli closed on June 19, 2022. Makamer Holdings sold its inventory on July 1 and sold the deli business on August 9, according to a regulatory filing. As of August 22, its phone number was not in service. [12]

Criminal charges

On September 26, 2022, federal authorities announced 12 criminal charges against James Patten, Peter Coker Sr., and Peter Coker Jr., related to their work for Hometown International and another corporation, E-Waste Corp. The charges include conspiracy to commit securities fraud, securities fraud, and conspiracy to manipulate securities prices. [13] Patten was also charged with wire fraud, money laundering, and securities manipulation. [14] Patten and the elder Coker were arrested and appeared in a North Carolina court where they pleaded not guilty. [15] The younger Coker was arrested in Thalang district, Phuket province, Thailand on January 11, 2023. [16]

James Patten pleaded guilty to securities fraud and conspiracy to commit securities fraud on December 20, 2023. Sentencing is scheduled for April 23, 2024. [17]

References

  1. ^ a b Wieczner, Jen (June 2, 2021). "Why a Failing New Jersey Deli Is Valued at $100 Million: A Theory". Intelligencer. Retrieved May 26, 2022.
  2. ^ a b Helfand, Zach (May 3, 2021). "First GameStop, Now a Jersey Delicatessen". The New Yorker. No. May 10, 2021. Retrieved May 26, 2022.
  3. ^ Pound, Jesse (April 15, 2021). "There's a single New Jersey deli doing $35,000 in sales valued at $100 million in the stock market". CNBC. Retrieved May 26, 2022.
  4. ^ Mangan, Dan (April 22, 2021). "$100 million NJ deli company was delisted for 'irregularities' — related firm E-Waste is under scrutiny, too". CNBC. Retrieved October 8, 2023.
  5. ^ Mangan, Dan (April 16, 2021). "New Jersey high school wrestling coach is CEO of $100 million firm that owns one deli". CNBC. Retrieved May 26, 2022.
  6. ^ Walsh, Jim (May 15, 2021). "Hometown International removes Paulsboro High principal as executive". Cherry Hill Courier-Post. Retrieved October 8, 2023.
  7. ^ Mangan, Dan (April 19, 2021). "Key investor in $100 million NJ deli has a history of legal problems, ties to criminals". CNBC. Retrieved May 26, 2022.
  8. ^ Barron, Jesse (June 2, 2021). "The Mystery of the $113 Million Deli". The New York Times. Retrieved May 26, 2022.
  9. ^ Gilbert, Ben (April 28, 2021). "A small New Jersey deli's stock is valued at over $100 million. The store was empty and closing early when we visited — but they do make a mean cheesesteak". Business Insider. Retrieved May 26, 2022.
  10. ^ Fiorillo, Victor (April 20, 2021). "I Tried the Cheesesteak at Paulsboro, NJ's Mysterious $100 Million Deli". Philadelphia Magazine. Retrieved May 26, 2022.
  11. ^ Mangan, Dan (April 1, 2022). "$100 million New Jersey deli owner Hometown International just announced a merger with a bioplastics firm". CNBC. Retrieved May 26, 2022.
  12. ^ Stebbins, Jack. "That mysterious New Jersey deli once owned by a publicly traded company is closed, regulatory filing shows". CNBC. Retrieved 2022-08-22.
  13. ^ Calia, Mike; Mangan, Dan (September 26, 2022). "Three men charged with fraud in $100 million New Jersey deli scheme". CNBC. Retrieved September 26, 2022.
  14. ^ Stempel, Jonathan (September 26, 2022). "$100 million New Jersey deli scheme leads to U.S. fraud charges". Reuters. Retrieved September 26, 2022.
  15. ^ Stebbins, Jack. "Defendants plead not guilty in case of $100 million New Jersey deli". CNBC. Retrieved 2022-10-26.
  16. ^ Mangan, Dan (January 18, 2023). "Fugitive $100 million New Jersey deli defendant Peter Coker Jr. arrested in Thailand". CNBC. Retrieved January 18, 2023.
  17. ^ Thompson, Stuart A. (December 20, 2023). "New Jersey Deli Scheme Leads to Securities Fraud Guilty Plea". The New York Times. Retrieved December 22, 2023.
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