text:
EX-99.1
3
dynatronics8kexh991.txt
EXHIBIT 99.1 - PRESS RELEASE ISSUED BY DYNATRONICS CORPORATION ON JULY 2, 2007
================================================================================
Exhibit 99.1
------------
NEWS RELEASE
Contact: Bob Cardon, Dynatronics Corp.
800-874-6251, or 801-568-7000
Dynatronics Acquires Six Key Distributors
-----------------------------------------
Company Revenues Projected to Jump 80 Percent
Salt Lake City, Utah (July 2, 2007) - Dynatronics Corporation (NASDAQ:
DYNT) today announced that on June 30, 2007 and July 2, 2007, Dynatronics
acquired six of its key independent distributors; Rajala Therapy Sales
Associates of Pleasanton, California; Responsive Providers, Inc. of Houston,
Texas; Therapy and Health Care Products, Inc. of Girard, Ohio; Cyman Therapy,
Inc. of Detroit, Michigan; Al Rice and Associates, Inc. of Jeffersonville,
Indiana; and Theratech, Inc. of Minneapolis, Minnesota.
The acquisition of the six companies is anticipated to increase
Dynatronics' earnings, excluding any one-time assimilation expenses during the
first half of fiscal 2008. Adding sales of these distributors is expected to
increase overall Dynatronics' revenue for the Company's fiscal year ending June
30, 2008 by an estimated 80%.
"We are thrilled to join forces with six of our top dealers", stated
Kelvyn H. Cullimore Jr., company chairman and president. "Each of these dealers
represents, in our opinion, the best rehab products sales force in the
territories they serve. Importantly, these acquisitions provide competitive
advantages and form a vital part of Dynatronics' strategic plans to strengthen
distribution channels and improve company performance".
The six dealers generated approximately $19 million in combined
revenues in 2006. After adjusting for the direct sales of Dynatronics products
to these dealers, Dynatronics' overall revenues are expected to increase by an
estimated $15,000,000. The total consideration paid for the six
separately-negotiated acquisitions was approximately $8.3 million comprised of
approximately $3.3 million in cash and 4.6 million shares of Dynatronics' common
stock.
"We've worked closely with most of these dealers for two decades to
provide quality products to the physical medicine marketplace", said Larry K.
Beardall, executive vice-president of sales and marketing. "The relationships
built over the years have paid off and we can now enjoy the increased
efficiencies, synergies and the benefits of vertical integration working through
a direct sales force in approximately 20 states".
"We are very pleased to be part of the Dynatronics team", stated John
Rajala, president of Rajala Therapy Sales, the largest of the independent
distributors. Dynatronics' leadership in the therapy market for the past two
decades is an important factor in our decision to join the company. We look
forward to helping grow Dynatronics' sales and profitability in the future".
Dynatronics manufactures, markets and distributes advanced-technology
medical devices, orthopedic soft goods and supplies, treatment tables and
rehabilitation equipment for the physical therapy, sports medicine,
chiropractic, podiatry, plastic surgery, dermatology and other related medical,
cosmetic and aesthetic markets. More information regarding Dynatronics is
available at www.dynatronics.com.
This press release contains forward-looking statements. Those
statements include references to the company's expectations and similar
statements. Actual results may vary from the views expressed in the
forward-looking statements contained in this release. The development and sale
of the company's products are subject to a number of risks and uncertainties,
including, but not limited to, changes in the regulatory environment,
competitive factors, availability of third-party component parts and products,
inventory risks due to shifts in market demand, changes in product mix, market
demand for the company's products and the risk factors listed from time to time
in the company's SEC reports including, but not limited to, the report on Form
10-KSB for the year ended June 30, 2006, and its subsequent quarterly reports on
Form 10-QSB.
--------------------------------------------------------------------------------

text: DYNATRONICS CORPORATION

text: Dynatronics

text: Dynatronics

text: Dynatronics Corporation

text: Dynatronics

text:
Rajala Therapy Sales
Associates

text: Responsive Providers, Inc.

text: Therapy and Health Care Products, Inc.

text:
Cyman Therapy,
Inc.

text: Al Rice and Associates, Inc.

text: Theratech, Inc.

text: Dynatronics

text: Dynatronics

text: Dynatronics

text: Dynatronics

text: Dynatronics

text: Dynatronics

text: Dynatronics

text:
John
Rajala

text: Dynatronics

text: Dynatronics

text: Dynatronics

text: Dynatronics


dataset: buster

text:
EX-99.1
3
restorgenex_ex9901.htm
PRESS RELEASE
EXHIBIT 99.1
RestorGenex Completes Acquisition
of Two Biopharmaceutical Companies
LOS ANGELES
, California (March 31, 2014)-RestorGenex
Corporation (OTCQB:SMDID), announced today the closing of its acquisition of two biopharmaceuticals companies, Paloma Pharmaceuticals,
Inc. and VasculoMedics, Inc. RestorGenex is a biopharmaceutical company with an initial focus on dermatology, ocular diseases and
women's health.
Paloma Pharmaceuticals brings to RestorGenex an integrated
design platform technology developing drugs that treat a variety of disease indications. In addition, through the acquisition of
VasculoMedics, RestorGenex will gain an epigenetic platform company utilizing computational design to create small molecule drugs
inhibiting or stimulating the binding of zinc-finger transcription factor to their cognate DNA.
"We are excited by the technology and opportunities
these acquisitions add to the company's portfolio of products", said Stephen M. Simes, chief executive officer of RestorGenex.
"Our main objective now is to integrate the new technologies and products into our existing products, and accelerate new
product development".
As part of the acquisition, Paloma and VasculoMedics Founder
and Chief Executive Officer, David Sherris, Ph.D., will join RestorGenex as Chief Scientific Officer and join the board of directors.
"I'm looking forward to helping develop this newly integrated biopharmaceutical company that combines several impressive
technologies", said Dr. Sherris.
About Paloma Pharmaceuticals
Paloma Pharmaceuticals, Inc. has developed a non-steroidal,
synthetic, small molecule drug library for dermatology (psoriasis, atopic dermatitis, rosacea, actinic keratosis, keloid and hypertrophic
scarring, Dupuytren's disease, bullous blistering diseases), ocular disease, cancer, pulmonary fibrosis, CNS (Huntington's
disease and infantile spasm, a form of childhood epilepsy), biodefense and anti-viral application. The lead product, P529, targets
and inhibits the PI3K/Akt/mTOR signal transduction pathway, specifically as a first-in-class allosteric, dual TORC1/TORC2 dissociative
inhibitor. http://www.palomapharma.com
About VasculoMedics
VasculoMedics Inc. was founded as a platform epigenetic
company to develop orally available small molecular inhibitors of zinc finger transcription factors. Zinc finger transcription
factors are a subset of transcription factors utilizing zinc at its core for activity. Transcription factors are proteins that
bind to specific parts of DNA that control the transfer of genetic information from DNA to RNA. RNA in turn directs the protein
making machinery to manufacture one or more proteins controlled by the transcription factor. Hence, by inhibition of a transcription
factor, one can specifically inhibit the synthesis of one or more proteins controlled by the particular transcription factor.
Many diseases can be linked to the activation of particular proteins whose synthesis is controlled by transcription factors. Inhibition
of such transcription factors could then be able to control disease pathology.
Forward-Looking Statements
Statements in this press release relating to plans, strategies,
projections of results, and other statements that are not descriptions of historical facts may be forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Acts of 1933 and 1934. Forward-looking information
is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due
to a number of factors. Although the company's management believes that the expectations reflected in the forward-looking statements
are reasonable, it cannot guarantee future results, performance or achievements. The company has no obligation to update these
forward-looking statements.
Contact:
RestorGenex Corporation
Tim Boris, 310-526-8700
tboris@restorgenex.com

label: organization

text: RestorGenex

text:
RestorGenex
Corporation

text: Paloma Pharmaceuticals

text: VasculoMedics

text: RestorGenex

text: Paloma Pharmaceuticals

text: RestorGenex

text: VasculoMedics

text: RestorGenex

label: person

text: Stephen M. Simes

text: RestorGenex

text: VasculoMedics

text: RestorGenex

text: Paloma Pharmaceuticals

text: Paloma Pharmaceuticals

text: VasculoMedics

text: VasculoMedics

text: RestorGenex Corporation

source_dataset: expertai/BUSTER

annotation_scope: BUSTER company-role spans plus reviewed organization, fund, person, and event additions with document-local surface projection; annotations remain non-exhaustive


text:
EX-99.1
2
v237435_ex99-1.htm
EXHIBIT 99.1
Unassociated Document
CONTACTS:
From: Anthony J. DeFazio
For: Brian S. Block, EVP & CFO
DeFazio Communications, LLC
American Realty Capital Trust III, Inc.
(484) 532-7783
(212) 415-6500
tony@defaziocommunications.com
bblock@arlcap.com
FOR IMMEDIATE RELEASE
American Realty Capital Trust III Acquires Two Walgreens Pharmacies
New York, NY, October 17, 2011 -
American Realty Capital Trust III, Inc., ("ARCT III" or the "Company") announced today that it had acquired interests in two Walgreens pharmacies as described below, with a combined 26,172 square feet of space located in Staten Island, New York, and Coalinga, California, for a total purchase price, excluding acquisition costs, of approximately $9.2 million.
The Company acquired a ground leasehold interest in the 11,610 square foot Staten Island property, which is 100% leased to Walgreen Eastern Co., Inc. The lease is guaranteed by Walgreen Co. (NYSE: WAG), which carries an investment grade credit rating. The original term of the triple net lease with the tenant for the Staten Island property is 25 years with approximately 21.5 years remaining in the primary term.
The Company acquired a fee simple interest in the 14,820 square foot Coalinga property, which is 100% leased to Walgreen Co. The original term of the triple net lease for the Coalinga property is 25 years with approximately 22.1 years remaining in the primary term.
"We are very pleased to have closed these two acquisitions so quickly after completing our first purchase of the FedEx Freight build-to-suit freight distribution facility in Butte, Montana. They are consistent with our strategy of purchasing freestanding, single-tenant properties net leased to strong credit tenants diversified by geography, tenancy, lease term and industry", said Nicholas S. Schorsch, Chairman and CEO of ARCT III. "These two acquisitions complement and further diversify our existing portfolio and increase our total assets to approximately $21.3 million".
American Realty Capital Trust III, Inc. is a publicly registered, non-traded real estate investment program that has commenced its initial public offering of up to 150.0 million shares of common stock, at a purchase price of $10 per share, for an aggregate offering amount of up to $1.5 billion. The Company intends to use the proceeds from the offering to acquire properties that are single tenant, long-term net leased to investment-grade and other creditworthy tenants. The Company is offering the shares of common stock on a reasonable best efforts basis through its affiliate, Realty Capital Securities, LLC, the dealer manager of the offering.
A registration statement relating to the offering of these securities has been filed with the U.S. Securities and Exchange Commission and declared effective. The offering will be made only by means of a prospectus. Copies of the prospectus for the offering may be obtained by contacting: Realty Capital Securities, LLC, Three Copley Place, Suite 3300, Boston, MA 02116, Tel: 1-877-373-3522.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to the following risks: The failure to qualify or maintain the requirements to be taxed as a REIT would reduce the amount of income available for distribution and limit the Company's ability to make distributions to its stockholders. No public market initially exists for the Company's shares of common stock, and one may never exist for this or any other such type of real estate program. Securities are being offered on a best efforts basis. These are speculative securities and as such involve a high degree of risk. There are substantial conflicts among an offering and its sponsor, advisor, dealer manager and property manager. There is no assurance that the value of the real estate will be sufficient to return any portion of investors' original capital. Operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market and we cannot assure you that there will be growth in the value of the properties.
To arrange interviews with executives of American Realty Capital Trust III, Inc. please contact Tony DeFazio at 484-532-7783 or
tony@defaziocommunications.com
.

text: American Realty Capital Trust III, Inc.

override: organization

text: American Realty Capital Trust III

text: American Realty Capital Trust III, Inc.

text: Nicholas S. Schorsch

text: American Realty Capital Trust III, Inc.

text: American Realty Capital Trust III, Inc.


text:
EX-99.1
4
d314948dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Investor Group Completes Acquisition of Blue Nile
SEATTLE - February
17, 2017 -
Leading online jeweler Blue Nile (NASDAQ: NILE) today announced the successful completion of
the acquisition of the Company by an Investor Group, comprised of Bain Capital Private Equity, Bow Street and Adama Partners, for $40.75 per share in cash. The transaction, originally announced on November 7, 2016, was approved by Blue
Nile's shareholders on February 2, 2017.
"Blue Nile has disrupted and transformed the way consumers shop for and purchase diamonds and
fine jewelry by creating price transparency while simultaneously providing value to suppliers", said Blue Nile Chairman, CEO and President Harvey Kanter. "As we enter the next phase of growth, Blue Nile will continue to expand our vision
and focus on putting the customer first by reaching them the way they prefer to shop whether it's a computer, mobile device, or in one of our Webrooms".
"Blue Nile is a unique business with a strong platform in an industry that is rapidly evolving and migrating online", said Ryan Cotton, a Managing
Director at Bain Capital Private Equity. "We are excited to partner with Bow Street, as well as with Adama Partners who brings a great deal of industry experience, in order to help Blue Nile continue to lead the transformation of the customer
purchase experience in engagement rings and fine jewelry".
As a result of the completion of the transaction, trading in Blue Nile's common
stock on the NASDAQ will be suspended effective Tuesday, February 21, 2017.
BofA Merrill Lynch served as exclusive financial advisor to Blue Nile,
and Wilson Sonsini Goodrich & Rosati served as its legal advisor. Goldman Sachs & Co provided debt for the transaction, and Kirkland & Ellis LLP served as legal advisor to the Investor Group.
About Blue Nile, Inc.
Blue Nile, Inc. is a leading
online jeweler. The company offers a smarter way to buy engagement rings, wedding rings, and fine jewelry by providing
in-depth
educational materials and unique online tools that place consumers in control of
the jewelry shopping process. Blue Nile has some of the highest quality standards in the industry and offers thousands of independently graded diamonds and fine jewelry at prices significantly below traditional retail. Blue Nile can be found online
at www.bluenile.com and in its Webrooms in Long Island, New York, White Plains, New York, Portland, Oregon, Fairfax County, Virginia, and Bellevue, Washington.
About Bain Capital Private Equity
Bain Capital Private
Equity (www.baincapitalprivateequity.com) has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since our founding in 1984. Our team of more than 400 investment professionals
creates value for our portfolio companies through our global platform and depth of expertise in key vertical industries including consumer/retail, financial and business services, healthcare, industrials, and technology, media and
telecommunications. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, and leverages the firm's shared platform to capture opportunities in strategic areas of focus.
About Bow Street LLC
Founded in 2011, Bow Street is
a New York-based investment manager that partners with institutional investors and family offices globally to invest opportunistically across public and private securities.
About Adama Partners
Adama Partners is a New York-based firm that focuses on the global diamond, gemstone and jewelry industry. Adama Partners builds and operates transformational
or high-impact businesses across the industry value chain leveraging unique and proprietary knowledge in supply analytics, product sourcing, pricing, manufacturing, branding and distribution.
Media Contacts:
For Blue Nile:
Josh Holland
(206)
336-6773
joshh@bluenile.com
For Bain Capital Private Equity:
Stanton
Alex Stanton
astanton@stantonprm.com
(212)
780-0701
Charlyn
Lusk
clusk@stantonprm.com
(646)
502-3549
For Bow Street LLC:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
jg@gasthalter.com
(212)
257-4170
Nathaniel K. Garnick
Gasthalter & Co.
NG@gasthalter.com
m. (617)
645-5165
o.
(212)
257-4170
For Adama Partners:
Hayley Eden
hayley@adamapartners.com
(212) 869 4115

text: Investor Group

text: Blue Nile

text: Blue Nile

text: Investor Group

label: fund

text: Bain Capital Private Equity

override: fund

text: Bow Street

text: Adama Partners

text:
Blue
Nile

text: Blue Nile

text: Blue Nile

text: Blue Nile

text: Blue Nile

text: Bain Capital Private Equity

text: Bow Street

text: Adama Partners

text: Blue Nile

text: Blue Nile

text: BofA Merrill Lynch

text: Blue Nile

text: Wilson Sonsini Goodrich & Rosati

text: Goldman Sachs & Co

text: Kirkland & Ellis LLP

text: Investor Group

text: Blue Nile

text: Blue Nile

text: Blue Nile

text: Blue Nile

text: Bain Capital Private Equity

text:
Bain Capital Private
Equity

text: Bow Street

text: Bow Street

text: Adama Partners

text: Adama Partners

text: Adama Partners

text: Blue Nile

text: Bain Capital Private Equity

text: Bow Street

text: Adama Partners


text:
EX-99.1
2
exhibit991.htm
EXHIBIT 99.1
exhibit991.htm
Exhibit 99.1
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
Contact:
Steven E. Nielsen, President and CEO
H. Andrew DeFerrari, Senior Vice President and CFO
(561) 627-7171
Palm Beach Gardens, Florida
December 3, 2012
DYCOM COMPLETES ACQUISITION OF TELECOMMUNICATIONS
INFRASTRUCTURE SERVICES SUBSIDIARIES FROM QUANTA SERVICES
Palm Beach Gardens, Florida, December 3, 2012 - Dycom Industries, Inc. (NYSE: DY) announced today that it has completed its acquisition of the telecommunications infrastructure services subsidiaries of Quanta Services, Inc. (NYSE: PWR) for $275 million in cash plus an adjustment estimated to be $25 million to $40 million for working capital and other specified items. Dycom funded the acquisition through a combination of borrowings under a new $400 million credit facility and cash on hand. Subsequent to the closing of the acquisition, Dycom expects to repay approximately $90.0 million of the credit facility borrowings from the proceeds of its recent offering of $90.0 million of 7.125% Senior Subordinated Notes due 2021 (the "Notes"). These Notes were offered pursuant to a private placement to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The Notes will be issued at a price of 104.25% of the principal amount and are expected to close on December 12, 2012.
"This acquisition strategically strengthens Dycom, enhancing our customer base, geographic scope and service offerings", said Steven Nielsen, President and Chief Executive Officer of Dycom. "We welcome our new employees and look forward as a larger and more capable company to increased industry opportunities. The speed with which this transaction has been completed reflects the sustained effort of many Dycom and Quanta employees as well as the solid fit of the acquired subsidiaries to our existing business".
The acquired subsidiaries are currently expected to produce calendar year 2013 revenues ranging from $400 million to $450 million. Excluding one-time transaction and integration costs of approximately $12 million to $15 million, the acquisition is currently expected to produce $0.05 to $0.10 per share of earnings accretion next calendar year, inclusive of interest expense associated with the acquisition financings and non-cash amortization expense.
Dycom is a leading provider of specialty contracting services. These services, which are provided throughout the United States and in Canada, include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities, including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.
This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements include expectations regarding an acquisition, including expected benefits and synergies of the transaction, future financial and operating results, future opportunities for the combined businesses and other statements regarding events or developments that the parties believe or anticipate will or may occur in the future. These statements are based on management's current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include business and economic conditions and trends in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks detailed in our filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.
2

text: Steven E. Nielsen

text: DYCOM

text: QUANTA SERVICES

text: Dycom Industries, Inc.

text: Quanta Services, Inc.

text: Dycom

text: Dycom

text: Dycom

text: Steven Nielsen

text: Dycom

text: Dycom

text: Dycom


text:
EX-99.1
2
curokatapultrelease6921.htm
EX-99.1
Document
CURO Announces Closing of Katapult and FinServ Acquisition Corp. Business Combination and Details Merger Consideration
WICHITA, Kan.-June 9, 2021-CURO Group Holdings Corp. (NYSE: CURO) ("CURO" or the "Company"), a tech-enabled, multi-channel and multi-product consumer finance company serving a wide range of non-prime and prime consumers in the U.S. and Canada and an industry market leader by revenue, today announced several benefits from the announced completion of the business combination between Katapult Holding, Inc. ("Katapult"), an e-commerce focused financial technology company, and FinServ Acquisition Corp. (Nasdaq: FSRV) ("FinServ"), a publicly traded special purpose acquisition company.
Based on the terms of the business combination and CURO's ownership in Katapult, CURO will receive cash of $146.9 million and maintain an ownership stake of 22.2% of the fully-diluted shares of the new public company (including earn out shares). The value of CURO's cash and stock consideration totals $464.7 million based on the closing price of FSRV stock as of June 8, 2021. CURO Chief Executive Officer Don Gayhardt will remain on Katapult's board of directors and CURO's lead independent director Chris Masto will join Katapult's board.
"We are proud of Katapult's accomplishments and are extremely happy with the return on our $27.5 million cash investment in this business", said Don Gayhardt. "We are also pleased to have the opportunity to retain a meaningful ownership stake in Katapult and maintain representation on the company's board of directors. We believe our investment in Katapult will allow CURO and its stakeholders to continue to participate in the rapidly growing U.S. e-commerce point-of-sale finance space".
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements include statements regarding projections, estimates and assumptions about the benefits we expect to receive from our investment in Katapult. In addition, words such as "guidance", "estimate", "anticipate", "believe", "forecast", "step", "plan", "predict", "focused", "project", "is likely", "expect", "intend", "should", "will", "confident", variations of such words and similar expressions are intended to identify forward-looking statements. The ability to achieve these forward-looking statements is based on certain assumptions, judgments and other factors, both within and outside of our control, that could cause actual results to differ materially from those in the forward-looking statements, including: failure to realize the anticipated benefits of our investment in Katapult; risks relating to the uncertainty of projected financial information with respect to Katapult; the effects of competition on Katapult's future business; Katapult's ability to attract and retain customers; the impact of COVID-19 pandemic on Katapult and the global economy; risks related to the concentration of Katapult's business among a relatively small number of merchants; errors in our internal forecasts; actions of regulators and the negative impact of those actions on the point-of-sale finance market; as well as other factors discussed in our filings with the Securities and Exchange Commission. These projections, estimates and assumptions may prove to be inaccurate in the future. These forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future results. We undertake no obligation to update, amend or clarify any forward-looking statement for any reason.
About CURO
CURO Group Holdings Corp. (NYSE: CURO), serves the evolving needs of the financial consumer. In 1997, the Company was founded in Riverside, California by three Wichita, Kansas childhood friends to meet the growing consumer need for short-term loans. Their success led to opening stores across the United States, later expanding to offer online loans and financial services in the United States and Canada and now broadening into a full-spectrum consumer lender through the point-of-sale / buy-now-pay-later channel. CURO combines its market expertise with a fully integrated technology platforms, an omni-channel
approach and advanced credit decisioning to provide an array of credit products across all mediums. CURO operates under a number of brands including Speedy Cash®, Rapid Cash®, Cash Money®, LendDirect®, Flexiti®, Avío Credit®, Opt+® and Revolve Finance®. With over 20 years of operating experience, CURO provides financial freedom to non-prime consumers.
Contacts
Investor Relations:
Roger Dean
Executive Vice President, Chief Financial Officer and Acting Chief Accounting Officer
Phone: 844-200-0342
Email: IR@curo.com
Or
Financial Profiles, Inc.
Curo@finprofiles.com
(CURO-NWS)

text: CURO

text: Katapult

text: FinServ Acquisition Corp.

text: CURO Group Holdings Corp.

text: CURO

text: CURO

text: Katapult Holding, Inc.

text: Katapult

text: FinServ Acquisition Corp.

text: CURO

text: Katapult

text: CURO

text: CURO

text: CURO

text: Katapult

text: CURO

text: Katapult

text: Katapult

text: Katapult

text: Katapult

text: CURO

text: Katapult

text: Katapult

text: Katapult

text: Katapult

text: Katapult

text: Katapult

text: Katapult

text: CURO

text: CURO Group Holdings Corp.

text: CURO

text: CURO

text: CURO

text: CURO


text:
EX-99.1
6
ptx_ex991.htm
PRESS RELEASE
ptx_ex991.htm
EXHIBIT 99.1
For Immediate Release
Company Contact
Tracy Clifford
Chief Financial Officer
(843) 720-1501
Investor Relations Contacts:
The IGB Group
Nick Rust / Lev Janashvilli
212.477.8439 / 212.227.7098
nrust@igbir.com
/
ljanashvili@igbir.com
Pernix Announces Completion of Several Growth Milestones
Acquisition of Macoven Pharmaceuticals
--
Secures $10,000,000 Credit Facility with Regions Bank
--
Repurchase of 2,000,000 Shares of PTX Common Stock
MAGNOLIA, Texas,
September 13, 2010 - Pernix Therapeutics Holdings, Inc. (NYSE Amex: PTX), a specialty pharmaceutical company primarily focused on the pediatric market, today announced the acquisition of 100% of the outstanding membership interest in Macoven Pharmaceuticals, L.L.C. ("Macoven") for approximately $2.2 million (which includes inventory of approximately $1.2 million), its entry into a $10 million credit facility with Regions Bank ("Regions") and the repurchase of 2,000,000 shares of its common stock from one of its employees in a privately negotiated transaction.
Acquisition of Macoven
The acquisition of Macoven was unanimously approved by a special committee comprised solely of independent directors of Pernix. Since July 2009, Macoven has held a non-exclusive license to develop, market and sell authorized generics of Pernix branded products. To date, Macoven has launched five Pernix-based generic products- PYRIL DM, PYRIL D, TRIP-PSE, BROM PSEUDO DM, BROM PHENYL DM. With the acquisition of Macoven, Pernix expects the development, marketing and sale of all of Pernix's authorized generic products to be performed exclusively by Macoven.
"We are pleased to complete the acquisition of Macoven", said Cooper Collins, President and Chief Executive Officer of Pernix. "This transaction is important to our Company as it bolsters our ability to commercialize generic products, including generic equivalents of our products".
Prior to the acquisition, Macoven was owned 59.4% by ZInterests (a limited liability company owned by Cooper Collins, Pernix's Chief Executive Officer and President, James Smith, a director of Pernix and two officers of Pernix), 19.8% by Mike Venters, Executive Vice President of Operations of Pernix, 19.8% by John McMahon
, an employee of Macoven, and 1% by Robert Cline, Vice President of Supply Chain Management of Pernix.
1
As a condition to closing the acquisition, Pernix, Macoven and John McMahon entered into an employment and non-compete agreement as an inducement to Mr. McMahon's joining the Pernix team as Vice President of Sales of Macoven. Under the terms of the agreement, Mr. McMahon will receive an annual base salary of $208,000, and will be eligible to receive an annual cash bonus at the discretion of Pernix.
The agreement also provides the opportunity for Mr. McMahon to receive equity grants up to an aggregate maximum of the lesser of 2,000,000 shares or shares with a fair market value equaling $9.5 million based on Macoven's net income over six fiscal quarters, beginning with the quarter ending December 31, 2010. Twenty-five percent of any share award earned by Mr. McMahon will be restricted and will only vest at the end of the quarterly period ended March 31, 2012 upon achievement by Macoven of certain financial performance measures set forth in the agreement. Pernix intends to rely on the exemption from shareholder approval contained in Section 711(a) of the NYSE Amex Company Guide with respect to any issuances of shares to Mr. McMahon pursuant to the terms of his employment agreement.
All shares that may be awarded to Mr. McMahon will be subject to restrictions on sale or transfer. Additionally, any purported transfer of shares by Mr. McMahon is subject to a right of first refusal in favor of Pernix.
To the extent Mr. McMahon earns the maximum amount of shares that may be issued to him under his employment agreement, the agreement calls for Pernix's Compensation Committee to create a pool of shares up to an aggregate maximum of the lesser of 2,400,000 shares or shares with a fair market value equaling $10.5 million, with such number of shares based on Macoven's net income over six fiscal quarters beginning with the quarter ended December 31, 2010. The agreement calls for the Compensation Committee to award these shares to employees based on their contributions to the success of Macoven over six fiscal quarters. These shares will be issued from Pernix's 2009 Stock Incentive Plan (or such successor plan) and shall be subject to the same restrictions on transfer as shares granted to Mr. McMahon, with such other restrictions, rights and conditions as may be determined by the Compensation Committee.
Mr. McMahon's employment agreement expires on December 31, 2013, but may be terminated by either party prior to that date in accordance with its terms. In the event Mr. McMahon's employment is terminated by the Company without cause, Mr. McMahon will receive an amount equal to one year's annual base salary and health insurance coverage for one year. The agreement also prohibits Mr. McMahon from engaging in any business that directly or indirectly competes with Macoven's business or soliciting any employees or customers of Macoven until 12 months after the date of the termination of his employment.
2
Entry into Credit Facility
Under the terms of the loan agreement, the credit facility provides for a $5 million secured revolving line of credit and a $5 million secured guidance line of credit. The revolving line of credit may be used to fund working capital needs, and the guidance line of credit may be used to fund acquisitions by Pernix with the approval of Regions. The loan agreement contains customary restrictive covenants and grants Regions a security interest in certain of Pernix's assets. The new facility matures on September 8, 2012.
Commenting on the loan agreement, Mr. Collins said, "This credit facility with Regions Bank further strengthens our ability to finance growth. In particular, this agreement provides us with the financing flexibility to fund working capital needs and quickly consummate potential product acquisitions through in-licensing, co-promotion or acquisition agreements that fit our criteria".
Repurchase of 2,000,000 shares
On September 10, 2010, Pernix entered into an agreement to repurchase 2,000,000 shares of its common stock from one of its employees in a privately negotiated transaction for $1.80 per share. The aggregate purchase price of $3,600,000 will be paid in equal, interest-free quarterly installments of $300,000 over the next three years. The repurchase was made pursuant to Pernix's previously disclosed $5 million stock repurchase program.
Mr. Collins continued, "We negotiated an attractive purchase price and payment schedule with an employee who is approaching retirement and seeking liquidity for purposes of his personal estate planning and asset diversification. With this transaction, we have repurchased nearly 8% of our outstanding common stock at an approximate discount of 45% to our current trading price. This represents significant progress in our current share repurchase program, which reflects our confidence in the Company's financial position and growth prospects".
About Pernix Therapeutics
Pernix Therapeutics Holdings, Inc. is a specialty pharmaceutical company primarily focused on serving the needs of the pediatric marketplace. Commercially-proven branded product families include CEDAX®, Brovex®, Aldex®, Pediatex®, ReZyst®, QuinZyme® and Z-Cof®. The Company was originally founded in 1999 and is based in the Houston, TX metropolitan area. Additional information about Pernix is available on the Company's website located at
www.pernixtx.com
.
3
Cautionary Notice Regarding Forward-Looking Statements
The Company wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. No assurances can be given regarding the future performance of the Company. The Company wishes to advise readers that factors could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
The Company does not undertake, and specifically declines any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
###
4

text: Tracy Clifford

text: Pernix

text: Macoven Pharmaceuticals

text: Pernix Therapeutics Holdings, Inc.

text: Macoven Pharmaceuticals

text: Macoven

text: Macoven

text: Macoven

text: Pernix

text: Macoven

text: Pernix

text: Macoven

text: Macoven

text: Pernix

text: Pernix

text: Macoven

text: Macoven

text: Cooper Collins

text: Pernix

text: Macoven

text: Cooper Collins

text: Pernix

text: Pernix

text: Pernix

text: Pernix

text: Macoven

text: Robert Cline

text: Pernix

text: Pernix

text: Macoven

text: Pernix

text: Macoven

text: Pernix

text: Macoven

text: Macoven

text: Pernix

text: Pernix

text: Pernix

text: Macoven

text: Macoven

text: Pernix

text: Macoven

text: Macoven

text: Pernix

text: Pernix

text: Pernix

text: Pernix

text: Pernix Therapeutics Holdings, Inc.

text: Pernix


text:
EX-99.1
2
c009-20160519xex99_1.htm
EX-99.1
PR
MIDWAY GOLD ANNOUNCES SALE OF ASSETS TO
GRP MINERALS, LLC HAS CLOSED
DENVER, CO - May 17, 2016 - Midway Gold Corp. (the "Company" or "Midway") reports that the previously announced sale of assets from its subsidiaries to GRP Minerals, LLC has closed. The details of the sale can be found in Midway's press release dated May 13, 2016, on Midway's website (www.midwaygold.com) and the website containing information filed in the Chapter 11 bankruptcy case which is located on http://dm.epiq11.com/MidwayGold.
For More Information on Midway, Contact:
Midway Gold Corp.
Public Relations: 720-979-0900
www.midwaygold.com

text: MIDWAY GOLD

text: GRP MINERALS, LLC

text: Midway Gold Corp.

text: GRP Minerals, LLC

text: Midway Gold Corp.


text:
EX-99.1
3
a08-20886_1ex99d1.htm
PRESS RELEASE, DATED JULY 31, 2008, AS ISSUED BY EBIX, INC. (RE: ACCLAMATION ACQUISITION)
Exhibit 99.1
EBIX ACQUIRES
PITTSBURGH BASED ACCLAMATION SYSTEMS, INC.
ACQUISITION LIKELY TO BE
ACCRETIVE TO EBIX EPS
ATLANTA,
GA - July 31, 2008 - Ebix, Inc. (NASDAQ: EBIX), a leading
international developer and supplier of software and e-commerce solutions to
the insurance industry, today announced that it has signed a binding agreement
to acquire Acclamation Systems, Inc. effective the 1
st
of August 2008.
The closing of the transaction is slated to be done on 1
st
August 2008.
Acclamation
Systems, Inc. is a leading provider of provider of SaaS based healthcare
benefits and claims management software in United States. Since its inception
in 1989, Acclamation has focused itself on providing Benefits administration
systems to some of the world's largest insurance carriers, third party
administrators and self-administered organizations. Today Acclamation is seen
as a leading player in the health benefits software industry, providing benefit
services to an estimated 7 million insured lives through its customer base of
approximately 80 clients encompassing health insurance companies, third party
administrators and self administered organizations.
The
deal will involve upfront cash payment of $22 million to Acclamation
shareholders plus a potential earn-out cash payment of up to $3 million paid
over a period of 2 years from the date of acquisition, if specific revenue
targets of the Health Benefits division of Ebix are achieved. Ebix funded the
acquisition through a mix of convertible debt and internal sources using its
own cash reserves.
Acclamation's
flagship product, LuminX, is an end-to-end, automated system designed for
organizations entrusted with the responsibility of administering health and
other employee benefits. To complement the LuminX system, Acclamation also
offers a number of robust Web tools, including online eligibility and
enrollment, & comprehensive reporting; full accounting capabilities;
integrated technologies; and BPO outsourcing services for its clients.
Robin
Raina, Chairman, President and CEO of Ebix, Inc., said, "The acquisition
of Acclamation Systems is another step forward towards establishing Ebix as a
leading powerhouse of insurance transactions in the world. It will mark Ebix's
entry into the fast growing health benefits and claims processing sector of the
insurance industry".
"Ebix
is already a leading player in the life exchange markets. Since, the life and
health markets go hand in hand with a large number of health carriers selling
life insurance products and vice-versa, we believe that this acquisition will
open cross selling opportunities for us on many fronts. Also we intend to deploy benefits and claims services
across international markets using our existing presence in 50 plus countries".
"We are pleased that the acquisition provides
us with a cohesive management team under the leadership of Jim Senge and an
employee base that has delivered consistently and brings specialized health &
claims expertise to Ebix", added Raina. "On the economic front, we are excited
about this acquisition on many accounts. Firstly it brings a revenue base to
the company that is 60% recurring. Secondly it is a business
that
is likely to be accretive to Ebix earnings per share ("EPS") in the near and
long term future".
"Ebix
is an acknowledged leader in the insurance automation space and will provide
Acclamation with access to the resources and relationships in the health
benefits sector that are needed to take the next great leap forward", said Jim
Senge, Acclamation senior vice president and division head. "They provide a
natural home for Acclamation, and we're excited that our current and future
clients will benefit from all that Ebix brings to the table".
No
financial advisors were involved in the transaction from the Ebix side. Software
Equity Group, LLC served as financial advisors to Acclamation for this
transaction.
About Acclamation
Systems
Acclamation Systems, Inc. delivers integrated,
flexible technology solutions for employee benefits management. Since its
inception in 1989, ASI continues to provide some of the world's largest
insurance carriers, third party administrators and self-administered
organizations with the most comprehensive, powerful benefits administration
system on the market today. ASI's flagship product, LuminX, is an end-to-end,
automated system designed for organizations entrusted with the responsibility
of administering health and other employee benefits. To complement the LuminX
system, ASI offers robust Web tools, including online eligibility and enrollment,
and comprehensive reporting; full accounting capabilities; integrated
technologies; and outsourcing services to enhance their clients' productivity
and profitability. For more information on the company, visit
www.acclamation.com or contact Alison Frederick at 412-276-4050, ext. 325.
About Ebix
Ebix, Inc.
is a leading international supplier of software and e-commerce solutions to the
insurance industry. Ebix provides a
series of application software products for the insurance industry ranging from
carrier systems, agency systems and exchanges to custom software development
for all entities involved in the insurance and financial services industries.
Ebix
strives to work collaboratively with clients to develop innovative technology
strategies and solutions that address specific business challenges. Ebix
combines the newest technologies with its capabilities in consulting, systems
design and integration, IT and business process outsourcing, applications
software, and Web and application hosting to meet the individual needs of
organizations.
With
bases in Singapore, Australia, UK, the US, New Zealand, India and Canada, Ebix
employs insurance and technology professionals who provide products, support
and consultancy to more than 3,000 customers on six continents. Ebix's focus on quality has enabled it be
awarded Level 5 status of the Carnegie Mellon Software Engineering Institute's
Capability Maturity Model (CMM). Ebix has also earned ISO 9001:2000
certification for both its development and call center units in India. For more information, visit the Company's website
at www.ebix.com
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Safe
Harbor for Forward Looking Statements under the Private Securities Litigation
Reform Act of 1995 - This press release contains various forward looking
statements and information that are based on management's beliefs, as well as
assumptions made by, and information currently available to management,
including statements regarding future economic performance and financial condition,
liquidity and capital resources, acceptance of the Company's products by the
market and management's plans and objectives.
The Company has tried to identify such forward looking statements by use
of words such as "expects", "intends", "anticipates", "plans", "believes", "will,"
"should", and similar expressions, but these words are not the exclusive means
of identifying such statements. Such
statements are subject to various risks, uncertainties and other factors which
could cause actual results to vary materially from those expressed in, or
implied by, the forward looking statements. Such risks, uncertainties and other
factors include the extent to which the Company's new products and services can
be successfully developed and marketed, the integration and other risks
associated with recent and future acquisitions, the willingness of independent
insurance agencies to outsource their computer and other processing needs to
third parties, the Company's ability to continue to develop new products to effectively
address market needs in an industry characterized by rapid technological
change, the Company's dependence on the insurance industry (and in particular
independent agents), the highly competitive and rapidly changing automation
systems market, the Company's ability to effectively protect its applications
software and other proprietary information, the Company's ability to attract
and retain quality management, and software, technical sales and other
personnel, the potential negative impact on the Company's outsourcing business
in India from adverse publicity and possible governmental regulation, the risks
of disruption of the Company's Internet connections or internal service
problems, the possibly adverse effects of a substantial increase in volume of
traffic on the Company's website, mainframe and other servers, possible
security breaches on the Company's website and the possible effects of
insurance regulation on the Company's business. Certain of these, as well as
other, risks, uncertainties and other factors, are described in more detail in
Ebix's periodic filings with the Securities and Exchange Commission, including
the company's annual report on form 10-K for the year ended December 31,
2007, included under "Item 1. Business-Risk Factors." Except as expressly required by the federal
securities laws, the Company undertakes no obligation to update any such
factors or to publicly update any of the forward looking statements contained
herein to reflect future events or developments or changed circumstances or for
any other reason.
CONTACT:
Jesenia
Jurado
Ebix, Inc.
678
-281-2036 or jjurado@ebix.com

text: EBIX, INC.

text: EBIX

text: ACCLAMATION SYSTEMS, INC.

text: EBIX

text: Ebix, Inc.

text: EBIX

text: Acclamation Systems, Inc.

text:
Acclamation
Systems, Inc.

text: Ebix

text: Ebix

text:
Robin
Raina

text: Ebix, Inc.

text: Acclamation Systems

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text:
Software
Equity Group, LLC

text:
Acclamation
Systems

text: Acclamation Systems, Inc.

text: Ebix

text: Ebix, Inc.

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix

text: Ebix, Inc.


text:
EX-99.1
3
exh991pressrelease.htm
EXHIBIT 99.1
Exh 99.1 Press Release
EXHIBIT 99.1
Media Contact:
Damon Elder
delder@ahinvestors.com
(949) 270-9207
Griffin-American Healthcare REIT II Completes $472.2 Million
Acquisition of 44-Facility UK Senior Housing Portfolio
REIT adds significant international component; expands portfolio to $2.1 billion in value, based on aggregate acquisition price
NEWPORT BEACH, Calif. (Sept. 12, 2013) - Griffin-American Healthcare REIT II, Inc. announced today that it has completed the acquisition of a 44-facility portfolio of premium senior housing and care facilities located in England, Scotland and the Channel Island of Jersey from Myriad Healthcare Limited for £298.5 million (approximately $472.2 million).
The majority of the portfolio, known as the UK Senior Housing Portfolio, is concentrated in England's affluent South East region, primarily in the Home Counties around Greater London, with additional locations near Birmingham, Bristol and Oxford. The Scottish component of the portfolio is comprised of six facilities located in affluent areas north of Edinburgh, while two facilities are located in Jersey. Approximately 52 percent of the portfolio's year-end 2012 revenue was derived from private pay residents, significantly higher than the UK national average of 32 percent, according to statistics provided by the London School of Economics' Personal Social Services Research Unit.
"With the completion of this acquisition, Griffin-American Healthcare REIT II has added a significant international presence to our already extensive national footprint", said Jeff Hanson, chairman and chief executive officer. "Griffin-American Healthcare REIT II is now one of the best diversified healthcare REITs in the country in terms of geography, revenue sources and asset types with a portfolio valued at approximately $2.1 billion, based on aggregate acquisition price".
Under the terms of the transaction agreements, the UK portfolio is leased to Myriad Healthcare Limited, operating as Caring Homes, under 35-year absolute net leases with annual rent escalations. Further, the leases are cross-defaulted among all 44 elder care facilities and guaranteed by Myriad Healthcare's parent company. The lease obligations are also guaranteed by Myriad's specialist division, which provides care to individuals with learning disabilities and mental health needs in more than 70 freehold care facilities in the UK. As part of the transaction, the REIT is also providing construction financing for new senior housing developments that it will acquire upon the facilities reaching minimum required occupancy, imputed rent coverage ratios and satisfactory due diligence. The developments will be acquired by the REIT at construction cost, and will then be leased back to Myriad Healthcare.
Paul Jeffery, CEO of Myriad Healthcare Limited, said: "This is a transformational event for our company with a partner as committed to growth in the private pay market as we are. We have built our success by providing high-quality care for elderly residents in the UK in first-rate facilities and locations. This partnership allows us to continue to execute this strategy and expand our footprint in the UK's growing private pay elderly care sector".
Founded in 1994, Myriad Healthcare is one of the largest operators of senior residential care homes in the UK, based on operating beds, according to Laing & Buisson, a leading provider of information and market intelligence on the independent health, community care and childcare sectors in the UK. Employing more than 5,000 professionals, the company operates 136 care homes and provides 3,382 beds in elderly care and specialist learning disability care.
Myriad's elderly care division has a significantly higher percentage of private pay income among the major operators in the UK and focuses primarily on the growth potential of the private pay market.
"This investment partners Griffin-American Healthcare REIT II with one of the UK's leading operators of senior care communities and broadens our investment strategy internationally", said Danny Prosky, president and chief operating officer of the REIT. "Similar to that of the United States, the population of the United Kingdom is rapidly aging, creating greater demand for senior care. We are pleased to partner with one of the UK's premier operators in the field and to further expand our portfolio in this attractive sector and market".
The UK Senior Housing Portfolio adds approximately 962,000 square feet and 2,550 beds to the portfolio of Griffin-American Healthcare REIT II, which currently totals 223 buildings acquired for approximately $2.1 billion, diversified across 28 states, the United Kingdom and all four clinical asset classes: medical office buildings, skilled nursing facilities, hospitals and senior housing. Since Jan. 1, 2012, the portfolio has grown by more than 378 percent, based on purchase price. As of June 30, 2013, the Griffin-American Healthcare REIT II property portfolio was 96 percent leased with a weighted average remaining lease term of 8.7 years and leverage (total debt divided by total assets) of 17.6 percent.
Griffin-American Healthcare REIT II financed the acquisition using cash on hand. Myriad Healthcare Limited, an unaffiliated third party, was represented by Tim Edghill, Joe Guilfoyle and John Gladstone of Jones Lang LaSalle.
About Griffin-American Healthcare REIT II, Inc.
Griffin-American Healthcare REIT II, Inc. is a real estate investment trust organized to invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings and healthcare-related facilities. The REIT is co-sponsored by American Healthcare Investors and Griffin Capital Corporation. For more information regarding Griffin-American Healthcare REIT II, please visit www.HealthcareREIT2.com.
###
This release contains certain forward-looking statements with respect to the company's ability to build a diversified portfolio of healthcare real estate and Myriad Healthcare's ability to develop additional elder care homes; the company and Myriad Healthcare's ability to be able to continue to provide a high quality of care to elderly residents in the UK and to expand their footprint in the UK's private pay elder care sector; and the rapidly aging UK population and growing demand for more and greater senior care. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, the following: our strength and financial condition; uncertainties relating to changes in general economic, healthcare and real estate conditions in the UK; uncertainties regarding changes in the healthcare industry and healthcare legislation; and other risk factors as outlined in our company's periodic reports, as filed with the U.S. Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events.

text: Griffin-American Healthcare REIT II

text: Myriad Healthcare Limited

text: Griffin-American Healthcare REIT II

text: Jeff Hanson

text: Griffin-American Healthcare REIT II

text: Myriad Healthcare Limited

text: Paul Jeffery

text: Myriad Healthcare Limited

text: Griffin-American Healthcare REIT II

text: Danny Prosky

text: Griffin-American Healthcare REIT II

text: Griffin-American Healthcare REIT II

text: Griffin-American Healthcare REIT II

text: Myriad Healthcare Limited

text: Griffin-American Healthcare REIT II


text:
EX-99.1
3
exh99_01.htm
PRESS RELEASE DATED DECEMBER 18, 2017
Exhibit 99.1
Exhibit 99.1
GENERAL CANNABIS CLOSES $4 MILLION PRIVATE PLACEMENT
DENVER, Dec. 18, 2017 -- General Cannabis Corporation (OTCQB: CANN) today announced that it has closed the previously announced private placement of its common stock and warrants to purchase its common stock. The private placement was increased to a total of $4 million. The financing consisted of units sold at a price of $1.00 per unit, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of 50 cents per share and exercisable immediately.
In total, the Company issued an aggregate of 4 million shares of common stock and warrants to purchase up to 4 million shares of common stock.
"Closing the financing gives the Company the capital to aggressively expand our business into new markets." said General Cannabis CEO Robert Frichtel commenting on the capital raise. "We are very excited to have greater capacity to accelerate the development of our business".
Michael Feinsod, General Cannabis Chairman, commented on the opportunities that the additional capital provides: "General Cannabis continually seeks to expand into new cannabis-related businesses through acquisitions and investment. This additional capital will allow the company to increase these efforts and bring new and innovative products to the regulated cannabis market".
Neither the shares of General Cannabis common stock nor the warrants sold in the private placement have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, these securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. General Cannabis has agreed to file certain registration statements covering the resale of the General Cannabis common stock sold in the private placement as well as the General Cannabis common stock issuable upon exercise of the warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy General Cannabis common stock or warrants to purchase General Cannabis common stock.
About General Cannabis Corp.
General Cannabis Corp. is the comprehensive national resource for the highest-quality service providers available to the regulated cannabis industry. We are a trusted partner to the cultivation, production and retail sides of the cannabis business. We do this through a combination of strong operating divisions such as security, marketing, operational consulting and products, real estate and financing. As a synergistic holding company, our divisions are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed. Our website address is www.generalcann.com.
Forward-looking Statements
This presentation contains forward-looking statements that relate to future events or General Cannabis' future performance or financial condition. Such statements include without limitation statements regarding the closing of the financing giving the Company the capital to aggressively expand our business into new markets and accelerate the development of our business; statements the opportunities that the additional capital provides; statements regarding General Cannabis continually seeking to expand into new cannabis-related businesses through acquisitions and investment; and statements that this additional capital will allow the company to increase these efforts and bring new and innovative products to the regulated cannabis market. Any statements that are not statements of historical fact, such as the statements above and including statements containing the words "plans", "anticipates", "expects" and similar expressions, should also be considered to be forward-looking statements. These forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as result of a number of factors, including those described from time to time in General Cannabis' filings with the Securities and Exchange Commission. General Cannabis undertakes no duty to update any forward-looking statements made herein.
Contact
Robert Frichtel
CEO, General Cannabis Corp
(303) 759-1300

text: GENERAL CANNABIS

text: General Cannabis Corporation

text: General Cannabis

text: Robert Frichtel

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: General Cannabis

text: Robert Frichtel

text: General Cannabis


text:
EX-99.1
3
a05-2543_1ex99d1.htm
EX-99.1
EXHIBIT 99.1
Media
Contact:
Michael Baehr
Director of Communications
Wireless Facilities, Inc.
858.228.2799 Direct michael.baehr@wfinet.com
Investor
Contact:
Rochelle Bold
Senior VP of Corporate
Development & Investor Relations
Wireless Facilities, Inc.
858.228.2649 Direct
rochelle.bold@wfinet.com
FOR IMMEDIATE RELEASE
WFI ACQUIRES
TLA ASSOCIATES
Acquisition Extends WFI's Network Services Reach Into Government Market
SAN DIEGO, CA
, January 27
, 2005
-
WFI, Inc. (NASDAQ: WFII), a global leader in the design, deployment, and
management of communication networks, technology networks and security systems,
today announced that it has acquired TLA Associates (TLA). Headquartered in Alexandria, Virginia, TLA
provides voice, data, and converged communications networks to the Department
of Defense and federal civilian agencies.
The
transaction is valued at approximately $34 million, subject to certain
post-closing adjustments. WFI expects
the acquisition to be accretive to 2005 earnings. WFI will pay the purchase price with cash on
hand which totaled in excess of $60 million as of December 31, 2004. However, promptly following the closing of
the acquisition, the Company intends to implement a $15 million senior credit
facility which will be available for future acquisitions or general corporate
purposes. None of the $15 million
available through the credit facility will be used for the acquisition of TLA.
TLA's
services include the design, deployment, integration, and maintenance of
state-of the-art networks, mission critical applications, and network security
systems for government customers. Key
areas of expertise include network engineering, application development,
network infrastructure support, information assurance and managed services
including network maintenance and monitoring.
For the twelve months ending November 30, 2004, TLA recorded revenues of
approximately $27 million.
"The
acquisition of TLA is another important piece of our strategic plan for
building our government business", said Eric M. DeMarco, President and CEO of
WFI. "TLA has an outstanding track
record of delivering high end network solutions to the federal government and
proven expertise in complex network technologies that covers the entire life
cycle of an organization's network requirements. TLA brings to WFI more than 180 network
engineers and other network professionals, the majority of whom have security clearances active or pending, with experience in a
variety of different mission critical network technologies. They also bring to WFI extremely strong
customer relationships with agencies such as the
Defense Logistics Agency, which are very synergistic
with other operations in our existing government business".
"In
WFI, we were fortunate to find a partner with a similar core value of customer
satisfaction. We believe that
culturally, as well as technically, the companies are a good fit and that the
combination of our core network engineering expertise with WFI's leadership in
wireless systems will provide a comprehensive offering to government customers,"
commented Andy Gomer, Co-Founder and CEO of TLA.
The
federal communications market is expected to grow significantly over the next
few years, largely as a result of increased homeland security efforts and
military transformation. Key technology
drivers include new wireless equipment and the increased adoption of IP-based
communications systems. "As the federal
government continues to invest in new network technologies, we believe that the
market for planning, design, and systems integration services will continue to
grow. This acquisition furthers our goal
of becoming a leading provider of next generation government networks", DeMarco
concluded.
About Wireless Facilities
Headquartered
in San Diego, CA, Wireless Facilities, Inc. is an independent provider of
systems engineering, network services and technical outsourcing for the world's
largest wireless carriers, enterprise customers and for government
agencies. The company provides the
design, deployment, integration, and the overall management of wired and
wireless networks which deliver voice and data communication, and which support
advanced security systems. WFI has
performed work in over 100 countries since its founding in 1994. News and
information are available at www.wfinet.com. (code:
WFI-mb)
Notice Regarding Forward-Looking
Statements
This news release contains certain forward-looking
statements including, without limitation, expressed or implied statements
concerning the Company's expectations regarding future financial performance
and market developments that involve risks and uncertainties. Such statements
are only predictions, and the Company's actual results may differ materially.
Factors that may cause the Company's results to differ include, but are not
limited to: risks associated with the successful integration of TLA; the
inability of WFI to retain key employees of TLA; anticipated benefits of the
acquisition may not be realized; the Company's ability to win federal
government contracts; changes in the scope or timing of the Company's projects;
slowdowns in telecommunications infrastructure spending by the United States
government, which could delay network deployment and reduce demand for the
Company's services; the timing, rescheduling or cancellation of significant
customer contracts and agreements, or the loss of key customers; and
competition in the marketplace which could reduce revenues and profit margins.
The Company undertakes no obligation to update any forward-looking statements.
These and other risk
factors
are more fully discussed
in the Company's Annual Report on Form 10-K/A filed on September 20, 2004 and
in other filings made with the Securities and Exchange Commission.

text: Michael Baehr

text: WFI

text: TLA ASSOCIATES

text: WFI

text: WFI, Inc.

text: TLA Associates

text: TLA

text: TLA

text: WFI

text: WFI

text: TLA

text: TLA

text: TLA

text: TLA

text: WFI

text: TLA

text: TLA

text: WFI

text: WFI

text: WFI

text: WFI

text: TLA

text: WFI

text: TLA

text: WFI

text: TLA


text:
EX-99.1
2
a16-3576_1ex99d1.htm
EX-99.1
Exhibit 99.1
NGL Energy Partners LP Announces that it has Consummated the Transaction with ArcLight Capital Partners
TULSA, Okla. - (BUSINESS WIRE)-February 2, 2016-NGL Energy Partners LP (NYSE:NGL) today announced that on February 1, 2016, it closed the sale of its interest in TransMontaigne GP LLC ("TLPGP") to Gulf TLP Holdings, LLC, an affiliate of ArcLight Capital Partners ("ArcLight") for $350 million in cash. TLPGP is the general partner of TransMontaigne Partners L.P., a Delaware master limited partnership ("TLP") and holds the 2% general partner interest and incentive distribution rights of TLP.
NGL will use the cash proceeds to repay borrowings outstanding on its revolving credit facility.
The TransMontaigne marketing business is a significant part of NGL's refined products business and remains with NGL uninterrupted by this transaction. NGL will retain TransMontaigne Product Services LLC, its customer contracts and its line space on the Colonial and Plantation pipelines.
NGL will retain approximately 3.2 million common units it owns in TLP and has granted an option to ArcLight to purchase 800,000 of those common units at a future date.
Advisors
UBS Investment Bank and BNP Paribas served as NGL's financial advisors and Winston & Strawn LLP served as NGL's legal counsel.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with five primary businesses: crude oil logistics, water solutions, liquids, retail propane and refined products and renewables. For further information visit NGL's website at www.nglenergypartners.com.
Source: NGL Energy Partners LP
NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Executive Vice President, Chief Financial Officer and Treasurer
atanas.atanasov@nglep.com

text: NGL Energy Partners LP

text: ArcLight

text: NGL Energy Partners LP

text: TransMontaigne GP LLC

text: Gulf TLP Holdings, LLC

text: ArcLight

text: ArcLight

text: ArcLight

text: UBS Investment Bank

text: BNP Paribas

text: Winston & Strawn LLP

text: NGL Energy Partners LP

text: NGL Energy Partners LP

text: NGL Energy Partners LP

text: NGL Energy Partners LP


text:
EX-99.1
2
a14-3616_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Bernard H. Clineburg,
Tysons Corner, Virginia
Chairman, Chief Executive Officer
January 16, 2014
703-584-3400
Cardinal Financial Corporation Completes Acquisition of
United Financial Banking Companies, Inc.
Tysons Corner, VA. -(Business Wire)- Cardinal Financial Corporation (Nasdaq: CFNL) ("Cardinal" or the "Company"), the holding company of Cardinal Bank, announced today the completion of its acquisition of United Financial Banking Companies, Inc. ("UFBC"), the holding company of The Business Bank ("TBB"), pursuant to a previously announced definitive merger agreement. The merger of UFBC into Cardinal is effective January 16, 2014. It is anticipated that TBB will be merged into Cardinal Bank on March 8, 2014.
Under the terms of the merger agreement, UFBC shareholders will receive $19.13 in cash and 1.154 shares of Cardinal common stock in exchange for each share of UFBC common stock they owned immediately prior to the merger. The cash portion of the merger consideration was funded through a cash dividend of approximately $27.5 million from Cardinal Bank to the Company, and no borrowing was incurred by the Company or Cardinal Bank in connection with the merger. The transaction is expected to be accretive to Cardinal's earnings per share within the first full year after the closing date and thereafter. Harold C. Rauner, UFBC's and TBB's Chief Executive Officer, has joined Cardinal as a regional president of Cardinal Bank.
Cardinal's Chairman and CEO, Bernard H. Clineburg said, "We welcome the shareholders, customers, and employees of The Business Bank to Cardinal. We believe their culture will be a comparable fit to that of Cardinal's and we look forward to the opportunity of serving TBB's clients".
About Cardinal Financial Corporation
Cardinal Financial Corporation, a financial holding company headquartered in Tysons Corner, Virginia with assets of $2.8 billion at September 30, 2013, serves the Washington Metropolitan region through its wholly-owned subsidiary, Cardinal Bank, with 29 conveniently located banking offices. Cardinal also operates George Mason Mortgage, LLC, a residential mortgage lending company based in Fairfax, with 20 offices throughout the Washington Metropolitan region and Cardinal Wealth Services, Inc., a wealth management services company. The
Company's stock is traded on the NASDAQ Global Select Market (CFNL). For additional information please visit Cardinal's Web site at
www.cardinalbank.com
or call (703) 584-3400.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "anticipates", "projects", "intends", "estimates", "expects", "believes", "plans", "may", "will", "should", "could" and other similar expressions are intended to identify such forward-looking statements. These forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements. The following factors, among others, could cause actual results to differ materially and adversely from such forward-looking statements: (1) the business of Cardinal and UFBC may not be combined successfully, or such combination may be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) legislative or regulatory changes, including changes in accounting standards, may adversely affect the business in which Cardinal is engaged; (5) the interest rate environment may further compress margins and adversely affect net interest income; (6) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (7) competition from other financial services companies in Cardinal's markets could adversely affect operations; and (8) other risk factors detailed from time to time in filings made by Cardinal with the Securities and Exchange Commission.
Cardinal cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the transaction or other matters attributable to Cardinal or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Cardinal does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

text: Cardinal Financial Corporation

text: Cardinal Financial Corporation

text: Cardinal

text: Cardinal

text: UFBC

text: UFBC

text: Cardinal

text: Cardinal

text: UFBC

text: Cardinal

text: UFBC

text: Cardinal

text: Cardinal

text: Cardinal

text: UFBC

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal Financial Corporation

text: Cardinal Financial Corporation

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal

text: UFBC

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal

text: Cardinal


text:
EX-99.1
9
file008.htm
PRESS RELEASE, DATED JULY 25, 2005
FOR: Proliance
International, Inc.
CONTACT:
Richard A. Wisot
Chief Financial Officer
(203) 859-3552
FOR IMMEDIATE
RELEASE
Financial Dynamics
Investor Relations:
Christine Mohrmann,
Eric Boyriven, Alexandra Tramont
212)
850-5600
PROLIANCE ANNOUNCES INITIATION OF
RESTRUCTURING PROGRAM
- Actions to Achieve Net Annual Cost Savings
on an Ongoing Basis -
NEW
HAVEN, CONNECTICUT, July 25, 2005 - Proliance International, Inc.
(AMEX: TPR; changing to PLI effective July 26, 2005) today announced
that the Company was initiating actions under the restructuring program
associated with the recently completed merger with Modine Manufacturing
Company's aftermarket business. Under these initial actions, the
Company will close its Emporia, Kansas manufacturing facility and move
its radiator and oil cooler production to two existing facilities in
Mexico. In addition, two heavy duty regional plants and branch
distribution centers in Denver, Colorado and Seattle, Washington will
also be closed and consolidated into existing facilities.
The
Company will cease production at the Emporia, Kansas facility today and
expects the closing and relocation actions to be completed by the end
of 2005. The closure and relocation of the regional plant and branch
distribution facilities will begin immediately and is expected to be
completed during the third calendar quarter. In conjunction with these
actions, the Company expects to incur between $3.5 million and $4.5
million in one-time restructuring costs related to the relocation of
inventory and equipment, facility exit costs and personnel-related
expenses. While the majority of these costs will be accrued on the
opening acquisition balance sheet, they all are expected to result in
the expenditure of cash. Once fully implemented, these actions are
anticipated to generate annual operating cost savings substantially in
excess of the one-time restructuring charges. These moves are part of
the programs anticipated in the previously announced restructuring
charges, expected to total $10-14 million over the next 12-18
months.
- MORE -
PROLIANCE ANNOUNCES INITIATION OF
RESTRUCTURING PROGRAM
Page 2
"In
order to successfully integrate Transpro, Inc. and the Modine
Manufacturing Company's aftermarket division to create Proliance
International, we are undertaking appropriate actions to enhance our
economic position as a combined Company", said Charles E.
Johnson, President and CEO of Proliance. "The relocation
of our radiator and oil cooler production to our Mexico facilities and
the closure of these two heavy duty plants will reduce duplication,
improve our product cost position and further streamline our
manufacturing capabilities. In today's highly competitive market
environment, we must address every opportunity we have available to
posture our new company for future success. This was not an easy
decision, as we are mindful of the dislocation associated with these
decisions for our affected Associates in Emporia, Denver and Seattle.
Our decision to close these facilities does not reflect negatively upon
the substantial efforts these associates have made to achieve
competitive levels of operating cost; however, the reality is that we
must do business at the lowest possible cost in today's and
tomorrow's marketplace in order to survive and prosper. We thank
them for their hard work and years of service".
Proliance International, Inc.
is a leading manufacturer and
distributor of aftermarket heat transfer and temperature control
products for automotive and heavy-duty applications.
Proliance
International, Inc.'s Strategic Corporate Values Are:
.
Being An Exemplary Corporate
Citizen
.
Employing Exceptional
People
.
Dedication To
World-Class Quality Standards
.
Market Leadership Through Superior
Customer Service
.
Commitment to
Exceptional Financial Performance
FORWARD-LOOKING
STATEMENTS
Statements included in this news release, which
are not historical in nature, are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Statements relating to the future
financial performance of the Company are subject to business conditions
and growth in the general economy and automotive and truck business,
the impact of competitive products and pricing, changes in customer
product mix, failure to obtain new customers or retain old customers or
changes in the financial stability of customers, changes in the cost of
raw materials, components or finished products and changes in interest
rates. Such statements are based upon the current beliefs and
expectations of Proliance management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth
in the forward-looking statements. When used in this press release the
terms "anticipate,"
"believe,"
"estimate,"
"expect", "may,"
"objective,"
"plan", "possible,"
"potential,"
"project", "will"
and similar expressions identify forward-looking statements.
- MORE -
PROLIANCE ANNOUNCES INITIATION OF
RESTRUCTURING PROGRAM
Page 3
In addition, the
following factors relating to the merger with the Modine Manufacturing
Company aftermarket business, among others, could cause actual results
to differ from those set forth in the forward-looking statements: (1)
the risk that the businesses will not be integrated successfully; (2)
the risk that the cost savings and any revenue synergies from the
transaction may not be fully realized or may take longer to realize
than expected; (3) disruption from the transaction making it more
difficult to maintain relationships with clients, employees or
suppliers; (4) the transaction may involve unexpected costs; (5)
increased competition and its effect on pricing, spending, third-party
relationships and revenues; (6) the risk of new and changing regulation
in the U.S. and internationally; (7) the possibility that
Proliance's historical businesses may suffer as a result of the
transaction and (8) other uncertainties and risks beyond the control of
Proliance. Additional factors that could cause Proliance's
results to differ materially from those described in the
forward-looking statements can be found in the Annual Report on Form
10-K of Proliance (formerly known as Transpro, Inc.), in the Quarterly
Reports on Forms 10-Q of Proliance, and Proliance's other filings
with the SEC. The forward-looking statements contained in this press
release are made as of the date hereof, and we do not undertake any
obligation to update any forward-looking statements, whether as a
result of future events, new information or otherwise.
# # #

text:
Proliance
International, Inc.

text: Richard A. Wisot

text: PROLIANCE

text: Proliance International, Inc.

text:
Modine Manufacturing
Company

text: PROLIANCE

text:
Modine
Manufacturing Company

text:
Charles E.
Johnson

text: Proliance

text: Proliance International, Inc.

text:
Proliance
International, Inc.

text: Proliance

text: PROLIANCE

text:
Modine Manufacturing
Company

text: Proliance

text: Proliance

text: Proliance

text: Proliance

text: Proliance

text: Proliance


text:
EX-99.1
2
gst-ex991_10.htm
EX-99.1
gst-ex991_10.htm
Exhibit 99.1
NEWS RELEASE
Contacts:
Gastar Exploration Inc.
Michael A. Gerlich, Chief Financial Officer
713-739-1800 / mgerlich@gastar.com
Investor Relations Counsel:
Lisa Elliott /
lelliott@dennardlascar.com
Dennard Lascar Investor Relations: 713-529-6600
Gastar Exploration Closes Sale of Non-Core Acreage in Oklahoma
HOUSTON,
February 28, 2018 - Gastar Exploration Inc. (NYSE American: GST) ("Gastar") announced today that it has completed the previously announced sale of its interest in the West Edmond Hunton Lime Unit ("WEHLU") for $107.5 million, adjusted for the effective date of October 1, 2017 and resulting in net cash proceeds of $98.8 million at closing. The WEHLU encompasses only the Upper and Lower Hunton producing formations and is primarily located in Oklahoma and Logan counties, Oklahoma.
Michael A. Gerlich, Gastar's Senior Vice President and Chief Financial Officer, commented, "The completion of this asset divestiture allows Gastar to redirect funds from a non-core asset to the drilling of operated Osage and Meramec wells on our 67,000 net surface acres in our core STACK position. This level of activity will allow us to continue to both delineate our acreage for the Osage and Meramec formations as well as hold our acreage by production".
About Gastar Exploration
Gastar Exploration Inc. is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in the normally pressured oil window of the STACK Play, an area of central Oklahoma that is home to multiple oil and natural gas-rich reservoirs including the Meramec
and Osage limestone formations, the Oswego limestone, the Woodford shale and Hunton limestone formations. For more information, visit Gastar's website at
www.gastar.com
.
Forward Looking Statements
This news release includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward looking words
including "may", "expects", "projects", "anticipates", "plans", "believes", "estimate", "will", "should", and certain of the other foregoing statements may be deemed forward-looking statements. Although Gastar believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks with respect to continued low or further declining prices for natural gas and oil that could result in further downward revisions to the value of proved reserves or otherwise cause Gastar to further delay or suspend planned drilling and completion operations or reduce production levels which would adversely impact cash flow; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third-party consents; risks relating to our ability to integrate acquired assets with ours and to realize the anticipated benefits from such acquisitions; and other risks described in Gastar's Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. By issuing forward looking statements based on current expectations, opinions, views or beliefs, Gastar has no obligation and, except as required by law, is not undertaking any obligation, to update or revise these statements or provide any other information relating to such statements.
# # #

text: Gastar Exploration Inc.

text: Michael A. Gerlich

text: Gastar Exploration

text: Gastar Exploration Inc.

text: Gastar

text: West Edmond Hunton Lime Unit

text: Michael A. Gerlich

text: Gastar

text: Gastar

text: Gastar Exploration

text: Gastar Exploration Inc.

text: Gastar

text: Gastar

text: Gastar

text: Gastar

text: Gastar

text: Gastar

text: Gastar


text:
EX-99.2
3
a08-30253_1ex99d2.htm
EX-99.2
Exhibit 99.2
COMMERCE ENERGY, INC.
600 Anton Boulevard
Suite 2000
Costa Mesa, CA 92626
Commerce Energy Group, Inc.
600 Anton Boulevard
Suite 200
Costa
Mesa, CA 92626
Ladies and Gentlemen:
You and our secured
lenders (being AP Finance, LLC and Commerce Gas and Electric Corp.) have
notified us that a default exists under the Note and Warrant Purchase Agreement
dated August 21, 2008 and the Security Agreement of the same date between
us and AP Finance, LLC (as amended and assigned, the "
Secured Debt
"). You have confirmed to us that, immediately
prior to the effectiveness of this Agreement, AP Finance, LLC will have sold
and assigned to Commerce Gas and Electric Corp., and Commerce Gas and Electric
Corp. will have accepted and assumed, all of AP Finance, LLC's remaining right,
title and interest in and to, and obligations under, the Secured Debt. We understand that the secured lenders have
proposed to accept: (1) 100% of the shares of stock in us, and (2) all
shares of stock of Power Efficiency Corporation owned by you, which are pledged
as collateral for the Secured Debt, in satisfaction of that debt (the "
Debt Satisfaction Transaction
"). We would benefit significantly from the
satisfaction of the Secured Debt, and to induce you to accept the proposal from
our secured lenders we agree with you as follows:
1.
We
will pay to you today a dividend of $3,100,000 which you agree to hold in trust
until you accept the proposal and promptly return if you do not confirm your
written acceptance of the proposal to AP Finance, LLC and Commerce Gas and
Electric Corp. on or prior to 5:00 p.m. PST, December 12, 2008.
2.
We
confirm that, with respect to all contracts on which you and we are jointly
liable, or with respect to which you have guaranteed our obligations, including
all those which are set out as items 7 through 13 on Schedule A, we will fully
perform. We will pay and perform all of
our accounts, trade payables or other matters arising from the operation of the
business of Commerce Energy, Inc. (regardless of by whom such claim is
payable), all contracts of Commerce Energy Group, Inc. listed on Schedule
A to this letter, and contracts of Commerce Energy Group, Inc. related to
the business and operations of Commerce Energy, Inc. not listed involving
aggregate payments or other consideration payable or receivable by or to
Commerce Energy Group, Inc. thereunder over the term of each such contract
of less than $100,000 per contract. We
will indemnify you and your directors, officers, employees, representatives and
agents against any loss, claim, cause of action, liability, damage or expense
based on or arising from our failure to perform any of such obligations or
agreements or from claims made against you because you were our
shareholder,
excluding claims based on or arising from federal or state securities laws,
environmental laws, or income tax laws.
3.
We
will make available to your accountants all records and reasonable assistance
needed to file federal and state income tax returns for your fiscal year ended July 31,
2008 and for the period ending on the date your stockholders approve
dissolution or dissolution otherwise occurs, provided such dissolution occurs
in 2009. You agree that we may review
and comment upon such returns before they are filed. We agree that any liability on such returns
attributable to our operations is our responsibility, but you and we confirm
that our tax advisors have determined no state or federal income tax is
currently due or anticipated to be due.
4.
We
hereby assume responsibility for the sponsorship and administration of your
employee benefit plans which cover our employees, except for the Commonwealth
Energy Corporation 1999 Equity Incentive Plan, the Commerce Energy Group, Inc.
2006 Stock Incentive Plan, and the Commerce Energy Group, Inc. Amended and
Restated 2005 Employee Stock Purchase Plan,
which
you will terminate. You and we will
cooperate to obtain any required consents of third parties as soon as
practicable. To the extent that the
consent of a third party is required in respect of an employee benefit plan,
such assumption hereunder will not be effective until such consent is obtained,
but we will nonetheless pay any amounts for which you would be responsible for
such plan. We will pay all costs to
document such transfer of responsibility (including costs in respect of
appropriate plan amendments to remove you as sponsor or fiduciary). It is acknowledged that it is our mutual
intent that such assumptions hereunder take place effective as of today, to the
extent permitted by the applicable plans and the providers thereof.
5.
We
hereby assume all liability for that certain Lease dated as of July, 2006
between SP IV Millennium Center, L.P. and Commerce Energy Group, Inc. for Suite 950-East,
at Urban Towers-East, 222 West Las Colinas Boulevard, Irving, Texas as amended
by Amendment No. 1 dated as of September 12, 2007, and you hereby
assign to us all rights and benefits thereunder (including, without limitation,
all rights to any refund or return of deposits or like amounts thereunder), and
we will indemnify you and your directors, officers, employees, representatives
and agents for any loss, claim, cause of action, liability, damage or expense
based on or arising from such lease.
6.
We
hereby assume all responsibility for the defense of the proceedings identified
on Schedule B to this Agreement and all related claims and will indemnify you
and hold you and your directors, officers, employees, representatives and
agents harmless from and against any loss, claim, cause of action, liability,
damage or expense arising in connection with such matter. You will provide us with all requested
cooperation and assistance in connection with our conduct of the defense of
such proceedings as we may from time to time require.
7.
We
will assume the amended employment agreements with the individuals referred to
on Schedule C to this letter on such terms as are mutually acceptable to us and
such individuals as described in items 1, 2, 4 and 5 of Schedule A.
2
8.
We
will pay $218,000 of the premiums for a six year extension of policies No. 610-61-40
(D&O), ELU105497-08 (D&O Excess), HS-0303-2136-070608 (Side A) and
00-667-19-79 (EPLI) issued by American Insurance Group or one of its subsidiaries
(it being acknowledged that you will pay the balance of the premiums owing in
respect of such policies).
9.
We
will store your corporate records and make them available to your officers,
representatives or agents for the purpose of winding up your corporate affairs
provided that we shall have no duty except to exercise reasonable care. After December 31, 2012 we shall have
the right to destroy these records unless you or your representatives have
requested delivery of the records to them at their expense.
10.
We
will permit Mr. Douglas Mitchell as part, but not all, of his employment
by us while it continues pursuant to his amended employment agreement, to
administer the orderly winding up of your business and will provide him
reasonable administrative and office support (irrespective of the length of
time his employment with us continues) for a period of three (3) months
following the Debt Satisfaction Transaction.
11.
We
agree to execute and deliver such assignment and assumption agreements or other
instruments, and take such other actions, as you may reasonably request to
further document, confirm or carry out the provisions of this Agreement.
[SIGNATURE PAGE
FOLLOWS]
3
COMMERCE ENERGY, INC.,
a California
corporation
By:
/s/ C. Douglas Mitchell
Name:
C. Douglas Mitchell
Title:
CFO
Accepted, agreed and
confirmed this 11
th
day of December, 2008.
COMMERCE ENERGY GROUP,
INC.,
a Delaware corporation
By:
/s/ C. Douglas Mitchell
Name:
C. Douglas Mitchell
Title:
CFO

text: Douglas Mitchell

text: Douglas Mitchell

text: Douglas Mitchell

text: Douglas Mitchell

text: Douglas Mitchell