text:
EX-99.2
4
d68495_ex99-2.htm
PRESS RELEASE DATED JUNE 21, 2006
Exhibit 99.2
PRESS RELEASE:
EASY GARDENER ANNOUNCES COMPLETION OF SALE OF ASSETS AND NAME CHANGE
WACO, TX -- (MARKET WIRE) -- 06/21/2006 -- Easy Gardener Products, Ltd. (OTC: EZGRP) Formerly -- (AMEX: EZY_pa) (AMEX: EZY.pr.a) (AMEX: EZYPRA) (AMEX: EZY/PA) announces the completion of the sale of all of its assets pursuant to an order of the Bankruptcy Court. The buyer was Green Thumb Acquisition Corporation ("GTAC"), an affiliate of Bayside Capital, at a purchase price of $58,797,023.46. The purchase price consists of $23.5 million, plus the principal and interest owed to the Company's senior secured revolving and term lenders and minus certain fees to be paid. Bayside Capital is an affiliate of H.I.G. Capital, an investment firm that manages more than $2.5 billion in invested capital and has invested in over 40 portfolio companies.
Under the sale agreement, the Company sold to the GTAC substantially all of the assets of the Company and its wholly-owned subsidiaries Weatherly Consumer Products Group, Inc. and Weatherly Consumer Products, Inc. in a transaction subject to Section 363 of the Federal Bankruptcy Code. The Company used the proceeds of the sale to repay 100% of the outstanding principal and unpaid interest due to the Company's senior secured revolving and term lenders at the closing of the sale, upon which the Company terminated its agreements with its senior secured revolving and term lenders. The Company expects the $23.5 million balance of the purchase price to be used to pay amounts owed to holders of two subordinated promissory notes issued by the Company in the aggregate principal amount of $4.275 million, plus accrued interest of approximately $1.0 million. After paying transaction and other fees estimated to be
between $3.1 million and $4.3 million, there will be between approximately $15.1 million and $13.9 million remaining for distribution to holders of the Company's 9.40% Cumulative Preferred Trust Securities (the "Trust Preferred Shares") due April 15, 2028 (estimated to be between approximately $6.25 and $5.75 per Trust Preferred Share). The amount ultimately paid to the holders of the Trust Preferred Shares will depend upon several contingencies, including the amount of transaction and other fees actually incurred in connection with the sale and the Chapter 11 process. No funds will be available for payment to the Company's common equity securities.
Effective June 16, 2006, the Company has changed its name to EGI Liquidating Company, Ltd. The Company is a Texas limited partnership with principal executive offices located at 3022 Franklin Avenue, Waco, Texas 76710.
About Easy Gardener Products, Ltd.
The Company's Form 10-K for the period ended June 30, 2005 and other historical financial statements can be found on the Company's web site, www.easygardener.com, or on the Securities and Exchange Commission's web site, www.sec.gov, under the name Easy Gardener Products, Ltd.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
The Private Securities Litigation Reform Act of 1955 provides a "safe harbor" for forward-looking statements. Certain information included in this release contains statements that are forward-looking. Such forward-looking information involves important known and unknown risks and uncertainties. The words "believes", "expects", "anticipates", "intends", "plans", "may", "might", "could", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Contact:
Dick Kurz
Easy Gardener Products, Ltd.
254-753-5353
Email:
Email Contact
SOURCE: Easy Gardener Products, Ltd.
2

text: EASY GARDENER

text: Easy Gardener Products, Ltd.

text: Green Thumb Acquisition Corporation

text: GTAC

text: H.I.G. Capital

text: GTAC

text: Easy Gardener Products, Ltd.

text: Easy Gardener Products, Ltd.

text: Easy Gardener Products, Ltd.

text: Easy Gardener Products, Ltd.


dataset: buster

text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
Exhibit 99.1
Orthofix International Sells Vascular Business to Covidien
BOSTON, Mar 08, 2010 (BUSINESS WIRE) -- Orthofix International N.V. (NASDAQ: OFIX) (the Company) announced today it has sold the assets of its vascular business, including its AV-Impulse
(R)
mechanical compression technology, to Covidien.
"This transaction represents another important step towards focusing Orthofix on strategic market segments that represent long term growth potential for the Company", said Orthofix's CEO Alan Milinazzo. "Additionally, the proceeds from the sale of this business will allow us to further deleverage our balance sheet".
As part of the sale, Orthofix has agreed to provide transitional services to Covidien for a period of up to five months. Additionally, under the terms of two Supply Agreements, Orthofix will provide Covidien with 2-years' worth of Impads used in conjunction with the compression therapy devices being sold, as well as with additional products relating to this business for a 90 day period.
Impact on 2010 Financial Results
Orthofix expects the following financial impact as a result of the sale:
·
2010 GAAP EPS guidance increased to $2.24-$2.28
·
Revised 2010 revenue guidance = $568-576 million
o
Q1 lower by $2-$3 million
·
Net cash proceeds of up to $19 million will be used to reduce outstanding long term debt by approximately 7%; expected reduction in debt/EBITDA ratio* of 13%
·
Revised 2010 interest expense = $22-$24 million
·
Additional expected impact to GAAP EPS:
o
Q1 GAAP EPS = $0.80-$0.83
§
Includes net gain on sale of up to $0.42
o
Q2-Q4 impact to earnings from the sale of the business and the repayment of debt is expected to be a total net reduction of $0.14-$0.18
*as defined in the amended credit agreement
About Orthofix
Orthofix International, N.V. is a global medical device company offering a broad line of minimally invasive surgical, and non-surgical, products for the spine, orthopedic, and sports medicine market sectors that address the lifelong bone-and-joint health needs of patients of all ages-helping them achieve a more active and mobile lifestyle. Orthofix's products are widely distributed around the world to orthopedic surgeons and patients via Orthofix's sales representatives and its subsidiaries, including BREG, Inc. and via partnerships with other leading orthopedic product companies. In addition, Orthofix is collaborates with leading medical institutions such as the Musculoskeletal Transplant Foundation, the Orthopedic Research and Education Foundation, and The University of Medicine and Dentistry of New Jersey. For more information about Orthofix, please visit
www.orthofix.com
.
FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may include, but are not limited to, statements concerning the projections, financial condition, results of operations and businesses of Orthofix and its subsidiaries and are based on management's current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.
Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to the expected sales of its products, including recently launched products, unanticipated expenditures, changing relationships with customers, suppliers, strategic partners and lenders, changes to and the interpretation of governmental regulations, ongoing governmental investigations of our businesses which could result in civil or criminal liability or findings of violations of law (as further described in the "Legal Proceedings" sections of our annual report on Form 10-K and quarterly reports on Form 10-Q), risks relating to the protection of intellectual property, changes to the reimbursement policies of third parties, the impact of competitive products, changes to the competitive environment, the acceptance of new products in the market, conditions of the orthopedic industry, credit markets and the economy, corporate development and market development activities, including acquisitions or divestitures, unexpected costs or operating unit performance related to recent acquisitions, and other factors described in our annual report on Form 10-K and other periodic reports filed by the Company with the Securities and Exchange Commission (SEC).
SOURCE: Orthofix International N.V.
Orthofix International N.V.
Dan Yarbrough, 617-912-2903
Vice President of Investor Relations
danyarbrough@orthofix.com

label: organization

text: Orthofix International

text: Vascular Business

text: Covidien

text: Orthofix International N.V.

text: vascular business

text: Covidien

text: Covidien

text: Covidien

text: Orthofix International

text: Orthofix International N.V.

text: Orthofix International N.V.

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
8
a07-27316_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
TOWER TECH HOLDINGS INC.
101 South 16
th
Street, P.O. Box 1957
Manitowoc, WI 54221-1957
(920) 684-5531
For more information contact:
Steve Huntington, CFO
TOWER TECH HOLDINGS INC. COMPLETES
ACQUISITION OF
BRAD FOOTE GEAR WORKS, INC.
-J. Cameron Drecoll Appointed CEO-
MANITOWOC, WI, October 22, 2007 - Tower Tech Holdings Inc. (TWRT) has
closed the previously announced acquisition of Brad Foote Gear Works, Inc., an
Illinois-based manufacturer of gearing systems for the wind turbine, oil and
gas and energy-related industries.
Upon closing, J. Cameron Drecoll, the CEO of Brad Foote Gear Works,
assumed chief executive responsibilities for the combined company and was
appointed to Tower Tech's Board of Directors. Mr. Drecoll has been the majority
shareholder and CEO of Brad Foote Gear Works since 1996. Mr. Drecoll said, "We
are excited about the closing of the transaction and the opportunities the
combination brings to our customers, employees and surrounding communities".
Tower Tech purchased all of the outstanding stock of Brad Foote Gear
Works for approximately 16 million shares of Tower Tech common stock and $64
million cash, plus an amount equal to the tax cost of the Brad Foote Gear Works
shareholders making an election under Section 338(h)(10) of the Internal
Revenue Code. The cash portion of the consideration was funded through both
debt and equity financing, which was structured to provide additional liquidity
to facilitate the future growth plans and working capital needs of Tower Tech
and its subsidiaries. Tontine Partners, L.P. and its affiliates purchased an
aggregate of 12,500,000 shares of Tower Tech common stock in a private
placement at a purchase price of $4.00 per share and provided $25 million of
additional interim debt financing in the form of senior subordinated
convertible notes. Tower Tech also assumed approximately $21 million of senior
debt from Brad Foote Gear Works.
About Tower Tech Holdings Inc.
Tower Tech Holdings Inc. (TWRT-OTC) is dedicated to the production of
components for energy and infrastructure-related industries. Tower Tech is
primarily focused on the manufacture of components for the wind industry,
including tower support structures through its Tower Tech Systems subsidiary
and gearing systems through its Brad Foote Gear Works subsidiary. Tower Tech is
headquartered in Manitowoc, Wisconsin and has additional locations in Cicero,
Illinois and Neville Island, Pennsylvania.
Forward Looking Statements
Certain statements found in this press
release may constitute forward-looking statements as defined by 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 are based on
current expectations and include any statement that does not directly relate to
a current or historical fact.
Such
statements are generally identifiable by the terminology used, such as "anticipate,"
"believe", "intend", "expect", "plan", or other similar words.
Our
forward-looking statements in this release generally relate to anticipated
synergies created by the acquisition and expectations regarding the use of
funds received in our financing transaction. Although it is not possible to
foresee all of the factors that may cause actual results to differ from our
forward-looking statements, such factors include, among others, the following:
(i) difficulties in integrating the merged businesses and our ability to
successfully capitalize on the acquired business's strengths and product
offerings; (ii) the ability of our management team and key employees to
transition to working with a new CEO; (iii) our ability to successfully comply with the terms of our
debt and equity financing; (iv) our anticipated capital needs; (v) unforeseen
costs or liabilities that may arise in connection with the acquisition; (vi)
fluctuations in general economic conditions; and (vii) those risks described
from time to time in our reports to the Securities and Exchange Commission
(including our Annual Report on Form 10-KSB). Investors should not consider any
list of such factors to be an exhaustive statement of all of the risks,
uncertainties or potentially inaccurate assumptions that could cause our
current expectations or beliefs to change. Shareholders and other readers
should not place undue reliance on "forward-looking statements", as such
statements speak only as of the date of this release. We undertake no
obligation to update publicly or revise any forward-looking statements.
###

text: TOWER TECH HOLDINGS INC.

label: person

text: Steve Huntington

text: TOWER TECH HOLDINGS INC.

text: BRAD FOOTE GEAR WORKS, INC.

text: J. Cameron Drecoll

text: Tower Tech Holdings Inc.

text: Brad Foote Gear Works, Inc.

text: J. Cameron Drecoll

text: Tower Tech

text: Tower Tech

text: Brad Foote Gear

text: Tower Tech

text: Tower Tech

text: Tower Tech

text: Tower Tech

text: Tower Tech Holdings Inc.

text: Tower Tech Holdings Inc.

text: Tower Tech

text: Tower Tech

text: Tower Tech


text:
EX-99.1
2
v178137_ex99-1.htm
TEGAL
SELLS THIN FILM ETCH AND PVD ASSETS TO OEM GROUP
Tegal
retains and will continue to sell and support its Deep Reactive Ion Etch
(DRIE)
systems
globally while continuing to pursue strategic alternatives for the
Company
PETALUMA, Calif., March 22, 2010
-
Tegal Corporation
,
(Nasdaq: TGAL) an innovator of specialized production solutions for the
fabrication of advanced MEMS, power ICs and optoelectronic devices, today
announced that it has sold its legacy thin film etch and physical vapor
deposition (PVD) product lines to OEM Group, Inc. for aggregate consideration of
up to $3 million, of which a maximum of $1 million is subject to OEM Group's
achievement of certain target sales levels.
Tegal
sold to OEM Group the Tegal 900ACS™, 980ACS™, 6500 HRe
-
™ and
6500 Spectra™ series Thin Film Etch products, along with the Sputtered Films
Endeavor™ and AMS™ PVD series products, intellectual property and process
know-how. OEM Group will bring continued global support to existing
Tegal Thin Film Etch and PVD customers, and will integrate these world
class technologies into their LEGENDS™ offering, which already includes the MRC
Eclipse (PVD), AG Heatpulse® (RTP), Lam AutoEtch™ (Etch), and Varian Sunset
(Implant) platforms.
"OEM
Group is the perfect company for these Tegal products, which represent an
important legacy in semiconductor capital equipment and process technology,"
said Thomas Mika, President and CEO, Tegal Corporation. "We are
pleased that we have been able to place these products and many of the skilled
employees associated with them in a company whose business model is built on the
continued sales, service and support of late life cycle technology into new and
existing customers and markets".
"We are
honored to continue providing Tegal's world class Thin Film Etch solutions to
the market; and, with the addition of the Sputtered Films technologies to our
own PVD focus, we believe we will have an unmatched product offering", said
Wayne Jeveli, President of OEM Group. "Over the course of more than 30 years,
Tegal's brand has symbolized innovation, quality and customer focus. We believe
these attributes will continue on for many years at OEM Group".
The sale
of the Thin Film Etch and PVD product lines to OEM Group represents a
significant step in Tegal's execution of its previously announced pursuit of
strategic alternatives for the benefit of Tegal's stockholders. While
continuing to evaluate strategic alternatives for the Company, Tegal intends to
continue to sell and support its full range of Deep Reactive Ion Etch (DRIE)
systems that it acquired from Alcatel Micro Machining Systems (AMMS) in
September, 2008. Tegal's DRIE systems are critical enablers for
etching silicon and dielectric films found in the MEMS, bio-tech, power IC,
optoelectronic, and 3D-IC markets. Tegal DRIE tools are employed in
MEMS foundries and commercial high volume manufacturing lines world-wide, and
can be found in numerous academic and commercial research and development
laboratories throughout the world.
Safe Harbor
Statement
Except
for historical information, matters discussed in this news release contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Forward-looking statements, which
are based on assumptions and describe our future plans, strategies and
expectations, are generally identifiable by the use of the words "anticipate,"
"believe", "estimate", "expect", "intend", "project" or similar
expressions. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Company including, but not limited to
industry conditions, economic conditions, acceptance of new technologies and
market acceptance of the Company's products and services. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements in this
paragraph. For a further discussion of these risks and uncertainties,
please refer to the Company's periodic filings with the Securities and Exchange
Commission.
About
Tegal Corporation
Tegal is
an innovator of specialized production solutions for the fabrication of advanced
MEMS, power ICs and optoelectronic devices found in products like smart phones,
networking gear,
solid-
state
lighting, and digital imaging. The Company's plasma etch tools enable
sophisticated manufacturing techniques, such as 3D interconnect structures
formed by intricate silicon etch, also known as Deep Reactive Ion Etching
(DRIE). Tegal combines proven expertise with practical system strategies to
deliver application-specific solutions that are robust and reliable, and deliver
exceptional process quality and high yields at a lower overall cost of
ownership.
Headquartered in Petaluma, California, the company
has
more than 35 years of expertise and innovation in specialized technologies, over
100 patents, and an installed base of more than 1900 systems worldwide. Please
visit us on the web at
www.Tegal.com
.
About OEM Group:
OEM
Group provides new and remanufactured front-end equipment to worldwide makers of
Silicon Devices, as well as emerging applications such as MEMS, LED, RFID, Power
Devices, and Photovoltaic. Having completed over 1,300 projects since
1999, OEM Group's proven remanufacturing procedures provide the production
performance and process confidence today's Fabs require. With the recent
addition of the Tegal 900ACS™-Series and 6500™-Series Thin Film Etch, the
Sputtered Films Endeavor™ PVD, and AMS™ PVD product lines, OEM Group continues
to increase their LEGENDS™ portfolio which also includes the MRC Eclipse (PVD),
AG Heatpulse® (RTP), Varian Sunset [Implant], and Lam AutoEtch™ (ETCH) product
lines.
In
addition to the LEGENDS™ line, OEM Group continues to be the global
remanufacturing leader of systems, chambers, and conversions for the Applied
Materials® Endura®, Centura® and P5000; Mattson Aspen™ II; and Novellus Concept
One® and Two platforms. All Remanufactured systems include installation,
start-up, and warranty support.
www.oemgroupinc.com
Tegal
Contact
Thomas
Mika
President
& CEO
Tel: +1
707 765-5630
Email:
tmika@tegal.com
or
The
Blueshirt Group
Chris
Danne
Tel: +1
415 217-7722
OEM
Group Contact
Wayne
Jeveli
President
Tel: +1
480 609 8565
wayne.jeveli@oemgroupinc.com
##

text: TEGAL

text: OEM GROUP

text: Tegal

text: Tegal Corporation

text: OEM Group, Inc.

text: OEM Group

text: Tegal

text: OEM

text: Tegal

text: OEM Group

text: Tegal

text:
OEM
Group

text: Tegal

text: Thomas Mika

text: Tegal Corporation

text: Tegal

text: Wayne Jeveli

text: OEM Group

text: Tegal

text: OEM Group

text: OEM Group

text: Tegal

text: Tegal

text: Tegal

text: Tegal

text: Tegal

text: Tegal Corporation

text: Tegal

text: Tegal

text: OEM Group

text:
OEM
Group

text: OEM Group

text: Tegal

text: OEM Group

text: OEM Group

text: Tegal

text:
Thomas
Mika

text:
OEM
Group

text:
Wayne
Jeveli


text:
EX-99.1
3
ex99_1.htm
EXHIBIT 99.1
ex99_1.htm
EXHIBIT 99.1
KIRBY CORPORATION
Contact: Steve Holcomb
713-435-1135
FOR IMMEDIATE RELEASE
KIRBY CORPORATION COMPLETES THE PURCHASE
OF PENN MARITIME
Houston, Texas (December 14, 2012)
- Kirby Corporation ("Kirby") (NYSE:KEX) announced today the completion of the acquisition of Penn Maritime Inc. and Maritime Investments LLC ("Penn"), an operator of tank barges and tugboats participating in the coastal transportation of primarily black oil products in the United States.
The total value of the transaction was approximately $299 million (before post-closing adjustments and transaction fees), consisting of $146 million of cash, $29 million through the issuance of 500,000 shares of Kirby common stock valued at $58.16 per share, and $124 million for the retirement of Penn's debt. The cash portion of the consideration and retirement of Penn's debt were financed from the proceeds of a new issue of unsecured senior notes.
The new unsecured senior notes, closed on December 13, 2012, provide for $500 million in fixed rate debt with $150 million at a 7-year maturity at 2.79% and $350 million at a 10-year maturity at 3.34%. On December 14, 2012, $275 million of the unsecured senior notes were drawn to close the Penn acquisition, with the balance to be drawn in February 2013 primarily to replace $200 million of senior notes due February 28, 2013.
Penn's fleet, comprised of 18 double-hulled tank barges with a capacity of 1.9 million barrels and 16 tugboats, operates along the East Coast and Gulf Coast of the United States. Penn's tank barge fleet has an average age of approximately 13 years with a product mix that consists primarily of refinery feedstocks, asphalt and crude oil. Penn's customers include major oil companies and refiners, nearly all of whom are current Kirby customers for inland tank barge services.
Kirby Corporation, based in Houston, Texas, is the nation's largest domestic tank barge operator, transporting bulk liquid products throughout the Mississippi River System, the Gulf Intracoastal Waterway, coastwise along all three United States coasts and in Alaska and Hawaii. Kirby transports petrochemicals, black oil products, refined petroleum products and agricultural chemicals by tank barge. Through the diesel engine services segment, Kirby provides after-market service for medium-speed and high-speed diesel engines and reduction gears used in marine and power generation applications. Kirby also distributes and services high-speed diesel engines, transmissions, pumps, compression products and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for the land-based pressure pumping and oilfield service markets.
1
Statements contained in this press release with respect to the future are forward-looking statements. These statements reflect management's reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including cyclical or other downturns in demand, significant pricing competition, unanticipated additions to industry capacity, changes in the Jones Act or in U.S. maritime policy and practice, fuel costs, interest rates, weather conditions, and timing, magnitude and number of acquisitions made by Kirby. Forward-looking statements are based on currently available information and Kirby assumes no obligation to update such statements. A list of additional risk factors can be found in Kirby's annual report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
2

text: KIRBY CORPORATION

text: KIRBY CORPORATION

text: PENN MARITIME

text: Kirby Corporation

text: Penn Maritime Inc.

text: Maritime Investments LLC

override: organization

text: Kirby Corporation


text:
EX-99.1
3
a05-4649_1ex99d1.htm
EX-99.1
Exhibit
99.1
FOR IMMEDIATE RELEASE
Press Contact
Kyle Ritland
Public Relations Manager
T
800-258-6883, ext. 6352
E
kyler@loudtechinc.com
W
www.eaw.com
Press Release
LOUD Technologies Announces the Acquisition of St. Louis
Music
Deal makes LOUD one of the world's largest
dedicated pro audio
and music products companies
March 7,
2005 - Woodinville, Wash.
- LOUD Technologies Inc.
announced today the acquisition of St. Louis Music Inc., a Missouri-based
manufacturer, distributor and importer of branded musical instruments and
professional audio products. As part of this acquisition, St. Louis Music will
become an indirect wholly owned subsidiary of LOUD Technologies Inc.
Founded in 1922 by the Kornblum family, St.
Louis Music's products include world-renowned Ampeg bass guitar amplifiers,
Crate amplifiers, Crate Audio sound reinforcement equipment, Alvarez guitars
and string instruments, and Knilling orchestral string instruments. In
addition, St. Louis Music is one of the largest distributors of music
accessories, offering retailers a complete line of branded accessory products.
"This acquisition demonstrates that Sun Capital
Partners, our principal shareholder, is committed to the expansion of our
portfolio into related markets", commented LOUD's CEO Jamie Engen. "St. Louis
Music has an impressive and well-respected family of brands that open up a
number of significant new opportunities for LOUD Technologies".
Engen continued, "Both companies share a strong
commitment to our customers and employees, as well as mutual respect for our
unique corporate heritage. By combining our collective resources under one
corporate umbrella-from technology and manufacturing, to engineering, product
development and marketing-we will work together to bring even more innovative
new products to our customers".
St. Louis Music's existing CEO Gene Kornblum
will remain in his current position and will report directly to LOUD
Technologies' CEO Jamie Engen.
Gene Kornblum commented, "What attracted me to
LOUD was their commitment to developing and nurturing
strong brand names like Mackie and EAW. Through our mutual commitment to
product design, creative marketing, as well as expansive sales and
manufacturing resources, LOUD and St. Louis Music are going to make great contributions
to the music industry".
Ted Kornblum,
who represents the third generation of St. Louis Music's founding family, will
assume the position of Senior Vice President of Marketing and Artist Relations
for St. Louis Music and will continue to manage these activities for the St.
Louis Music family of brands, as well as help expand artist relations programs
for the Mackie, TAPCO and EAW brands.
William
Blair & Company, L.L.C. acted as exclusive financial advisor to St. Louis
Music in the transaction.
More information can be found at
www.loudtechinc.com.
About St.
Louis Music
St.
Louis Music is an 82 year old family-owned manufacturer, distributor and
importer of branded musical instruments, accessories and equipment. The Company's
products include world-renowned Ampeg bass guitar amplifiers, Crate amplifiers,
Crate Audio sound reinforcement equipment, Alvarez guitars and string
instruments, and Knilling orchestral string instruments. In addition, St. Louis
Music is one of the largest distributors of branded music accessory products.
About LOUD
Technologies Inc.
LOUD Technologies Inc. develops professional
audio products under the brands Mackie, EAW, EAW Commercial, TAPCO, SIA
Software and Acuma Labs. Products from LOUD Technologies' brands can be found
in professional and project recording studios, video and broadcast suites, post
production facilities, sound reinforcement applications including churches and
nightclubs, retail locations and on major musical tours.
Mackie,
EAW, and TAPCO are registered trademarks of LOUD Technologies Inc. in the
United States and other countries.
All other trademarks are the property of their respective
owners.
Forward Looking Statements
Statements in this release that are "forward-looking
statements" are based on current expectations and assumptions that are subject
to risks and uncertainties. Actual results could differ materially because of
factors such as: market acceptance of new products; continued acceptance of
existing products; delays in product development and related product release
schedules; product price discounts; reliance on third party manufacturers and
reliance on sole or limited source suppliers for key components that could
result in component shortages and delays in product delivery, any of which may
cause revenues and income to fall short of anticipated levels; obsolete
inventory or product returns by distributors, resellers and retailers; warranty
and other claims on products; changes or delays in product shipments;
technological shifts; the availability of competitive products at lower prices;
the continued ability to protect the company's intellectual property rights;
changes in product mix; maturing product life cycles; product sale terms and
conditions; the financial condition of our customers and vendors; adverse
results in litigation; the effects of terrorist activity and armed conflict
such as disruptions in general economic activity and changes in our operations
and security arrangements; continued softness in retail spending or other changes
in general economic conditions that affect demand for our products; currency
fluctuations; and vigorous competition. For further information regarding
risks and uncertainties associated with LOUD's business, please refer to the "Management's
Discussion and Analysis of Results of Operations and Financial Condition"
section of LOUD's SEC filings, including, but not limited to, its annual report
on Form 10-K and quarterly reports on Form 10-Q, copies of which may be
obtained by contacting LOUD's investor relations department at 1-866-858-LTEC
(5832) or 425-892-6500, or on LOUD's website at
http://www.loudtechinc.com/invest/index.html.
All information in this release is as of
March 7, 2005. The company undertakes no duty to update any forward-looking
statement to conform the statement to actual results or changes in the company's
expectations.
For more
information please contact: LOUD Technologies Inc. - 16220 Wood-Red Road N.E. -
Woodinville, WA 98072 - Phone: (425) 487-4333 - Fax: (425) 487-4337 - Internet:
www.loudtechinc.com
###

text: LOUD Technologies

text:
St. Louis
Music

text: LOUD Technologies Inc.

text: St. Louis Music Inc.

text: St. Louis Music

text: LOUD Technologies Inc.

text:
St.
Louis Music

text: St. Louis Music

text:
St. Louis
Music

text: LOUD Technologies

text: St. Louis Music

text:
LOUD
Technologies

text: St. Louis Music

text: St. Louis Music

text: St. Louis Music

text:
St.
Louis Music

text:
William
Blair & Company, L.L.C.

text:
St. Louis
Music

text:
St.
Louis Music

text:
St.
Louis Music

text:
St. Louis
Music

text:
LOUD
Technologies Inc.

text: LOUD Technologies Inc.

text: LOUD Technologies

text: LOUD Technologies Inc.

text: LOUD Technologies Inc.


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
PRESS RELEASE
Columbia Equity Trust, Inc. [Logo]
1750 H Street, NW
Suite 500
Washington, D.C. 20006
Tel (202) 303 - 3080
________________________________________________
Columbia Equity Trust, Inc. Announces $35.0 Million Acquisition
Washington, D.C., September 29, 2005 - Columbia Equity Trust, Inc. (NYSE:COE) announced today
that it acquired Park Plaza II, an approximate 126,500 square foot, Class A office building in
North Rockville, Maryland for a purchase price of $35.0 million.
Constructed in 2001, Park Plaza II is one of the highest quality buildings in the North
Rockville/Shady Grove market, located approximately one-half mile from Interstate 270 and adjacent
to King Farm, a premier 430 acre mixed use development. The property is 100% leased to a roster of
quality tenants which include Institutional Shareholder Services (approximately 43%), SI
International (19%) and Opus East (16%). There is no significant lease roll-over for the next six
years. The property is being acquired subject to a ground lease with a remaining term, including
options, of 71 years.
The acquisition was funded 100% with proceeds raised through the Company's initial public
offering which closed on July 5, 2005. Park Plaza II is expected to generate a first-year net
operating income-to-purchase price return (cash basis) of approximately 7.4%. Park Plaza II was
acquired in a privately negotiated transaction.
About Columbia Equity Trust, Inc.
Columbia is a self-advised, self-managed Maryland corporation focused on the acquisition,
development, renovation, repositioning, ownership, management and operation of commercial office
properties located predominantly in the Greater Washington, D.C. area. For additional information
please visit our web site at http://www.columbiareit.com.
Forward Looking Statements
Certain statements in this release that are not historical fact may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results of the Company to differ materially from historical results or from
any results expressed or implied by such forward-looking statements, including without limitation:
national and local economic, business, real estate and other market conditions; the competitive
environment in which the Company operates; the execution of its business plan; financing risks; the
Company's ability to maintain its status as a REIT for federal income tax purposes; acquisition and
development risks; potential environmental and other liabilities; and other factors affecting the
real estate industry generally or the office industry in particular. Although the Company believes
the expectations reflected in any forward-looking statements are based on reasonable assumptions,
it can give no assurance that its expectations will be attained. For a further discussion of these
and other factors that could impact the Company's future results, performance, achievements or
transactions, see the documents filed by the Company from time to time with the Securities and
Exchange Commission, and in particular the section titled, "Risk Factors" in the Company's
prospectus.
Contact
Columbia Equity Trust, Inc.
John Schissel
Chief Financial Officer
202-303-3080

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: Columbia Equity Trust, Inc.

text: John Schissel


text:
EX-99.1
2
a07-20696_3ex99d1.htm
EX-99.1
Exhibit 99.1
FOR
IMMEDIATE RELEASE
August
1, 2007
HUNTSMAN AND FLINT HILLS RESOURCES CLOSE ON SALE OF
U.S. POLYMERS BUSINESS
Sale of Port Arthur Base Chemicals Business to
Close upon Plant Restart
The Woodlands, Texas -
Peter R. Huntsman, President and CEO of
Huntsman Corporation (NYSE: HUN), today announced that Huntsman and Flint Hills
Resources, LP, an independent, wholly owned subsidiary of Koch Industries,
Inc., have closed on the sale of Huntsman's U.S. Polymers business. The parties will close on the sale of
Huntsman's remaining U.S. Base Chemicals business upon the restart of Huntsman's
Port Arthur, Texas, olefins manufacturing facility, commissioning of which is
expected to occur later this year.
Huntsman received approximately $350 million
at the closing, including the estimated value of associated inventory for its
U.S. Polymers business, which remains subject to a post-closing
adjustment. Huntsman will retain other
elements of working capital, including accounts receivables, accounts payable
and certain accrued liabilities, which will be liquidated for cash.
Included in the closing announced today are
Huntsman's manufacturing assets located at four U.S. sites: Odessa and Longview, Texas; Peru, Illinois;
and Marysville, Michigan. Huntsman's
amorphous polyalphaolefin (or APAO) products, which Flint Hills will
manufacture for Huntsman at the Odessa site under a long-term supply
arrangement, are not included in the sale.
"We are delighted to have closed on the sale
of our U.S. Polymers business and look forward to completing this strategic
divestiture by closing on the sale of our U.S. Base Chemicals business later
this year", said Peter Huntsman. "The
associates that have transferred to FHR today are among the finest in our
industry, and we are pleased they have joined another world class operator of
chemical assets".
"Today's acquisition is an important step for
Flint Hills Resources as we seek opportunities to leverage our capabilities,"
said Brad Razook, president and chief executive officer of Kansas-based Flint
Hills Resources, LP. "With the addition of these polymer production assets and
the talented, experienced workforce, we believe we are positioned to create
superior value for our customers and continue growing".
- END -
About Huntsman Corporation:
Huntsman is a global manufacturer and
marketer of differentiated chemicals.
Its operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation, textiles,
footwear, paints and coatings, construction, technology, agriculture, health
care, detergent, personal care, furniture, appliances and packaging. Originally
known for pioneering innovations in packaging and, later, for rapid and
integrated growth in petrochemicals, Huntsman today
1
has 14,000 employees and over 75 operations
in 24 countries. The Company had 2006 revenues from all operations of over $13
billion.
Statements in this release
that are not historical are forward-looking statements. These statements are
based on management's current beliefs and expectations. The forward-looking
statements in this release are subject to uncertainty and changes in
circumstances and involve risks and uncertainties that may affect the company's
operations, markets, products, services, prices and other factors as discussed
in the Huntsman companies' filings with the U.S. Securities and Exchange
Commission. Significant risks and uncertainties may relate to, but are not
limited to, financial, economic, competitive, environmental, political, legal,
regulatory and technological factors.
In addition, the completion
of any transactions described in this release is subject to a number of
uncertainties and to negotiation and execution of definitive agreements among
the parties and closing will be subject to approvals and other customary
conditions. Accordingly, there can be no assurance that such transactions will
be completed or
that the company's expectations will be realized. The company assumes no
obligation to provide revisions to any forward-looking statements should
circumstances change, except as otherwise required by applicable laws.
Huntsman Contacts:
Media:
Russ
Stolle, tel: +1 281 719 6624
Investor
Relations:
John Heskett, tel: +1 801 584 5768
About Flint Hills Resources:
Flint Hills Resources, LP is a leading
producer of fuels, base oils for lubricants, and other petrochemical products,
based in Wichita, Kan. It owns
refineries in Alaska, Minnesota and Texas, a chemical intermediates plant near
Joliet, Ill., pipelines, and an interest in Excel Paralubes in Westlake,
La. The company produces pseudocumene at
its Corpus Christi, Texas, facility, as well as other building-block chemicals
such as metaxylene, orthoxylene, paraxylene, benzene, cumene and toluene. In Illinois, the company produces maleic
anhydride, trimellitic anhydride and purified isophthalic acid.
Flint Hills Resources became an independent,
wholly owned subsidiary of Koch Industries, Inc., in January, 2002 in order to
focus on growth opportunities. This
acquisition is a direct result of that business mandate, and adds to assets
acquired in 2003 and 2004.
Flint Hills Resources Contact:
Marc Palazzo, tel +1 316 828 7462
2

text: HUNTSMAN AND FLINT HILLS RESOURCES

text: Peter R. Huntsman

text:
Huntsman and Flint Hills
Resources

text: Brad Razook


text:
EX-99.1
8
trtc_ex991.htm
PRESS RELEASE
trtc_ex991.htm
EXHIBIT 99.1
Terra Tech and OneQor Announce Successful Completion of Merger
Company announces plans to change name to Onyx Group Holdings
New entity will operate as a holding company focusing on multiple cannabinoid verticals
Irvine, CA; Phoenix, AZ - February 18, 2020
Terra Tech Corp. ("Terra Tech") (OTCQX: TRTC), a vertically integrated, cannabis-focused agriculture company, and OneQor Pharmaceutical ("OneQor"), a privately held over-the-counter (OTC) pharmaceutical company focused on developing, patenting, and delivering proprietary, plant-derived formulations in order to provide consumers with safer, more effective OTC solutions, today announced that the two companies have closed the previously announced merger pursuant to which OneQor merged with a wholly owned subsidiary of Terra Tech in an all-stock transaction (the "Merger").
Immediately prior to closing the Merger, the parties entered into an amendment to the Merger Agreement pursuant to which pre-merger Terra Tech shareholders will own approximately 79% of the combined company and OneQor shareholders and holders of certain OneQor Simple Agreements for Future Equity ("SAFEs") will own approximately 21% of the combined company. The amendment also provides that in connection with the terms of certain other OneQor SAFEs (the "SAFE 2s"), such SAFE 2s will convert into shares of Terra Tech common stock on the first trading day after the Merger at the dollar volume-weighted average price per share of Terra Tech common stock on the day prior to the Merger and the issuance of such shares of Terra Tech common stock will dilute both Terra Tech shareholders and OneQor shareholders prior to the Merger. Upon conversion of the SAFE 2s, Terra Tech shareholders prior to the Merger will own in the aggregate approximately 73.9% of the combined company, OneQor shareholders and certain SAFE holders prior to the Merger will own in the aggregate approximately 19.7% of the combined company, and the SAFE 2 holders will own in the aggregate approximately 6.2% of the combined company.
In connection with the Merger, the combined company announced plans to change its name to Onyx Group Holdings ("Onyx") and expects to trade on the OTC Market under a new ticker symbol to be announced in the near future.
Management and Organization
The combined company will focus on both emerging cannabinoid-based pharmaceutical development opportunities as well as the continued expansion of its portfolio of THC assets. The company will have three main business verticals: Terra Tech's THC assets and cannabinoid-based products and research and development, harnessing Terra Tech's brand recognition in the cannabis market and OneQor's pharmaceutical infrastructure.
At closing, Matthew Morgan, OneQor CEO, has been appointed as the CEO of the combined company and has joined the Terra Tech Board of Directors, with Terra Tech CEO Derek Peterson remaining on the Board as Chairman. The combined company's Board of Directors has five members, consisting of four members of Terra Tech's current Board of Directors and Mr. Morgan.
"I am excited to bring in Matt to lead the Company as it enters this next stage of its evolution. Matt was one of the early adopters in the cannabis market and emerged to become a significant cannabis entrepreneur. His track record as a strong operator, which includes running some of the most successful dispensaries and co-founding Ignite Cannabis Co., speaks for itself", said Mr. Peterson. "With Matt at the helm of Onyx, I am confident that we have a major opportunity to grow our presence in multiple cannabinoid verticals and to build value for shareholders".
Mr. Peterson continued, "The revised deal structure is based upon a change in market conditions that saves Terra Tech shareholders significant dilution. We are confident that this revised agreement will deliver greater value to our shareholders and better position the company to be a leader in the growing cannabis and CBD markets, as well as the cannabinoid research and development space".
Mr. Morgan commented, "Reorganizing the company as Onyx Group Holdings gives us the flexibility we need to invest in high growth, cannabinoid-focused opportunities to maximize shareholder value. Onyx will have three verticals initially, consisting of Terra Tech's THC assets, OneQor's alternative cannabinoid products and a research arm. I've had this vision of a cannabinoid-centric holding company for many years. Now, with this new structure, we can realize that vision and position ourselves to leverage opportunities in healthcare, pharmaceuticals, consumer brands, startups, minority investments and beyond. I couldn't be more excited to spearhead this endeavor for all our shareholders and drive maximum value for years to come".
The company is forming a Scientific Advisory Board to spearhead the research and development component of the company. Additionally, the company will be supported by a mix of current management and accounting executives. The company is expected to have operations in both Phoenix, Arizona, and Irvine, California.
1
About Terra Tech
Terra Tech Corp. (OTCQX:TRTC) operates through multiple subsidiary businesses including: Blüm, IVXX Inc., Edible Garden, and MediFarm LLC. Blüm's retail and medical cannabis facilities provide the highest quality medical cannabis to patients who are looking for alternative treatments for their chronic medical conditions as well as premium cannabis to the adult-use market in Nevada and California. Blüm offers a broad selection of cannabis products including; flowers, concentrates and edibles through its multiple California and Nevada locations. IVXX, Inc. is a wholly owned subsidiary of Terra Tech that produces cannabis-extracted products for regulated cannabis dispensaries throughout California and dispensaries in Nevada. The Company's wholly owned subsidiary, Edible Garden, cultivates a premier brand of local and sustainably grown hydroponic produce, sold through major grocery stores such as ShopRite, Walmart, Ahold, Aldi, Meijer, Kroger, Stop & Shop and others nationwide. Terra Tech's MediFarm LLC subsidiaries are focused on medical and adult-use cannabis cultivation and permitting businesses throughout Nevada.
About OneQor Pharmaceutical
OneQor is an innovative, cannabinoid-focused pharmaceutical company, concentrating on the development, manufacturing, and delivery of patented, proprietary OTC products to established suppliers and consumer brands. OneQor presently has a number of ongoing case studies utilizing CBD as well as other Cannabinoids and is in the planning stages of subsequent studies targeting opioid cessation, sleep disturbances, chronic pain, and inflammation. OneQor has also filed patent applications covering a wide scope of technical and clinical innovations. All OneQor products are/will be manufactured in a facility that is FDA-approved for OTC drugs. Lastly, OneQor is currently in late-stage talks with established national retail chains to formulate and supply them with their private-label topical cannabinoid-based wellness products.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Terra Tech undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We use words such as "anticipates", "believes", "plans", "expects", "projects", "future", "intends", "may", "will", "should", "could", "estimates", "predicts", "potential", "continue", "guidance", and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors.
New factors emerge from time to time and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will be more fully discussed in our reports with the SEC. Additional risks and uncertainties are identified and discussed in the "Risk Factors" section of Terra Tech's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to Terra Tech as of the date of this release. Terra Tech undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.
Contact
Rae Johnson
(602) 373-4445
Rjohnson@oneqor.com
Philip Carlson
KCSA Strategic Communications
TRTC@kcsa.com
(212) 896-1238
2

text: Terra Tech

text: OneQor

text: Terra Tech Corp.

text: Terra Tech

text: OneQor Pharmaceutical

text: OneQor

text: OneQor

text: Terra Tech

text: Terra Tech

text: OneQor

text: OneQor

text: OneQor

text: Terra Tech

text: Terra Tech

text: Terra Tech

text: Terra Tech

text: OneQor

text: Terra Tech

text: OneQor

text: Terra Tech

text: Terra Tech

text: OneQor

text: OneQor

text: Terra Tech

text: Terra Tech

text: Terra Tech

text: Terra Tech

text: Terra Tech

text: OneQor

text: Terra Tech

text: Terra Tech Corp.

text: Terra Tech

text: Terra Tech

text: OneQor Pharmaceutical

text: OneQor

text: OneQor

text: OneQor

text: OneQor

text: OneQor

text: Terra Tech

text: Terra Tech

text: Terra Tech

text: Terra Tech


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
New Residential Investment Corp. Completes Acquisition of Select Assets from Ditech Holding Corporation
NEW YORK- (BUSINESS WIRE) - October 2, 2019 - New Residential Investment Corp. (NYSE: NRZ, "New Residential", the "Company"), a leading provider of
capital and services to the mortgage and financial services industries, announced today that it has completed its acquisition of select assets from Ditech Holding Corporation and Ditech Financial LLC (collectively "Ditech").
"We have spent the last number of months preparing for the close of this acquisition and structuring a robust transition plan", said Michael
Nierenberg, Chairman, Chief Executive Officer and President of New Residential. "We are excited to execute on our plan and see tremendous potential for creating value across our business".
The approximate purchase price at the closing is $1.2 billion. New Residential is financing the
acquisition of these assets with financing facilities and cash on hand.
As previously announced,
New Residential will purchase Ditech's
forward Fannie Mae, Ginnie Mae and non-agency mortgage servicing rights ("MSRs"), with an aggregate unpaid principal balance of approximately $62 billion as of August 31, 2019, the servicer advance receivables relating to such MSRs and other assets
core to the forward origination and servicing businesses. Additionally, New Residential will assume certain Ditech office spaces and add approximately 1,100 Ditech employees to support the increase in volume to its existing origination and
servicing operations.
ABOUT NEW RESIDENTIAL
New Residential is a leading provider of capital and services to the mortgage and financial services industries. With approximately $37 billion in
assets as of June 30, 2019, New Residential has built a diversified, hard-to-replicate portfolio with high-quality investment strategies that have generated returns across different interest rate environments. New Residential's investment portfolio
includes mortgage servicing related assets, non-agency securities (and associated call rights), residential loans and other related opportunistic investments. Since inception in 2013, New Residential has a proven track record of performance, growing
and protecting the value of its assets while generating attractive risk-adjusted returns and delivering almost $3 billion in dividends to shareholders. Following the acquisition of Shellpoint Partners LLC ("Shellpoint") in 2018, New Residential also
benefits from Shellpoint's origination and third-party servicing platform, as well as a suite of ancillary businesses, including title insurance, appraisal management, property management and other real estate services. New Residential is organized
and conducts its operations to qualify as a real estate investment trust for federal income tax purposes. New Residential is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm, and headquartered in New York
City.
ABOUT DITECH
Ditech is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania,
Ditech services a diverse loan portfolio. For more information about Ditech, please visit Ditech website at www.ditechholding.com. The information on Ditech website is not a part of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this press release constitutes as "forward-looking statements" within the meaning of the Private Securities Litigation Reform
Act of 1995, including, but not limited to, the risks relating to the acquisition, including in respect of
the satisfaction of closing conditions and the timing
thereof; unanticipated difficulties financing the acquisition; unexpected challenges related to the integration of the Ditech's businesses and operations; changes in general economic and/or industry specific conditions; difficulties in obtaining
governmental and other third party consents in connection with the acquisition; unanticipated expenditures relating to or liabilities arising from the acquisition or the acquired businesses; Ditech's ability to service MSRs pursuant to agreements
entered into in connection with the acquisition; uncertainties as to the timing of the acquisition; litigation or regulatory issues relating to the acquisition, Ditech, the Company or the acquired businesses; the impact of the acquisition on
relationships with, and potential difficulties retaining, employees, customers and other third parties; and the inability to obtain, or delays in obtaining, expected benefits from the acquisition.
These statements are not historical facts.
They represent management's current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those described in the
forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the
sections entitled "Cautionary Statements Regarding Forward Looking Statements", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in New Residential's annual and quarterly reports and other
filings filed with the U.S. Securities and Exchange Commission, which are available on New Residential's website (www.newresi.com). New risks and uncertainties emerge from time to time, and it is not possible for New Residential to predict or assess
the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this press release, and New Residential expressly
disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in New Residential's expectations with regard thereto or change in events, conditions or circumstances on
which any statement is based.
New Residential Investor Relations
Kaitlyn Mauritz
212-479-3150
IR@NewResi.com

text: New Residential Investment Corp.

text: Ditech Holding Corporation

text: New Residential Investment Corp.

text: New Residential

text: Ditech Holding Corporation

text: Ditech Financial LLC

text:
Michael
Nierenberg

text: New Residential

text: New Residential

text: New Residential

text: New Residential

text: NEW RESIDENTIAL

text: New Residential

text: New Residential

text: New Residential

text: New Residential

text: New Residential

text: New Residential

text: New Residential

label: fund

text: Fortress Investment Group LLC

text: New Residential

text: New Residential

text: New Residential

text: New Residential

text: New Residential

text: New Residential


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
News: For Immediate Release
March 22, 2005
Contact:
John Pyzik
765-778-6607
Remy International
completes acquisition of Unit Parts Company
Anderson,
Indiana (USA)
… Remy International, Inc., today announced that it has completed its acquisition of the assets of Unit Parts Company (UPC), based in Oklahoma City.
Unit Parts is a major supplier to the automotive aftermarket for new and remanufactured starters and alternators, offering
custom branding, packaging and logistics solutions as well as complete engineering and support services. "The combination with UPC cements our number-one position in the electrical aftermarket and strengthens our financial outlook. This
acquisition is a "Win-Win" for Remy and UPC", said Remy International President and CEO, Thomas J. Snyder.
As previously announced, UPC will remain headquartered in Oklahoma City and operate as a division of Remy's Electrical Aftermarket.
Remy International, Inc., headquartered in Anderson, Indiana, is a leading
manufacturer, remanufacturer and distributor of Delco Remy brand heavy duty systems and Remy brand starters and alternators, diesel engines and hybrid power technology. The company also provides a worldwide, components core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications. Remy was formed in 1994 as a partial divestiture by General Motors Corporation of the former Delco Remy Division, which traces its
roots to Remy Electric, founded in 1896. More information is available at the company's website:
http://www.remyinc.com
-more-
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this press
release consists of forward-looking statements within the meaning of the federal securities laws. These statements relate to the Company's future plans, objectives, expectations and intentions and may be identified by words like
"believe", "expect", "may", "will", "should", "seek", or "anticipate", and similar expressions. These forward-looking statements involve a number of risks, uncertainties and other
factors, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ are discussed in the
Company's Form 10-K Annual Report for the year ended December 31, 2003 and in subsequent filings.
# # #

text: Remy International

text:
Unit Parts Company
Anderson

text: Remy International, Inc.

text: Remy International

text: Remy International, Inc.


text:
EX-99.1
3
epod0328exh991.htm
PRESS RELEASE DATED MARCH 22, 2007
EPOD International Inc. - Exhibit 99.1 - Prepared By TNT Filings Inc.
EPOD Increases Net Asset Value By approx $13.5 Million Through The
Acquisition of Mill Creek Developments LTD.
Wednesday March 28, 3:00 pm ET
RENO, NV -- Mar 28, 2007 -- EPOD International
Inc. (the "Company", "EPOD") (OTC BB:EPOI.OB - News) (Frankfurt:EDU.F - News), a
Grid-Integrated, eco-power utility and electric power systems provider,
announces the Acquisition of Mill Creek Developments Ltd. a British
Columbia-based commercial real-estate development firm with a net asset value of
approximately $24 million dollars US.
On March 27, 2007. the Company signed a Share Purchase/Sale
Agreement with Rene Dureault, sole shareholder of 100 percent of the shares of
Mill Creek Developments Ltd., pursuant to which the Company has indicated its
intention to purchase all of the issued and outstanding shares of Mill Creek
Developments Ltd., located in Kelowna, British Columbia.
Under the terms of the Agreement, the Company shall acquire
all of the shares of Mill Creek Developments Ltd. from Mr. Dureault, in
consideration of approximately $10,500,000 US and 24,000,000 shares of the
Company to be paid as follows:
(a) By delivery of 24,000,000 shares of the Company.
(b) A total of 10.3 million US in cash payable by Dec 2008
(c) $517,000 US on signing of the agreement.
"We are very pleased with this acquisition as it will bring
the necessary capital to execute on our business strategy of constructing and
installing multiple one megawatt turn-key solar power systems for the Ontario,
Canada market", says Mark Roseborough, President and CEO of the Company.
L. Mark Roseborough
President and CEO
EPOD International Inc.
"Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: Statements about EPOD's future expectations,
including future revenue, earnings, and transactions, as well as all other
statements in this press release other than historical facts are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. EPOD intends that such forward-looking statements
be subject to the safe harbors created thereby. These statements involve risks
and uncertainties that are detailed from time to time in the Company's filings
with the Securities and Exchange Commission, including, but not limited to, the
Company's 10-KSB for year ended December 31, 2005 filed on or about April 17,
2006, and incorporated herein by reference.
About EPOD: EPOD is a Grid-Integrated, eco-power utility and
electric power systems provider. The Company's operations include the
engineering and construction of turn-key factories for solar panel production
and material handling systems. Additionally, the Company has subsidiaries
involved in the manufacturing of inverters, rectifiers, energy management
systems, and solar panels.
The Company's filings, including current financial reports, can be accessed
through the EDGAR database at www.sec.gov.
For more information please contact:
Mark Roseborough
Telephone: (250) 807-2211
Fax: (250) 491-4279

text: EPOD International Inc.

text: EPOD

text: Mill Creek Developments LTD.

text:
EPOD International
Inc.

text: EPOD

text: Mill Creek Developments Ltd.

text: Mill Creek Developments Ltd.

text:
Mill Creek
Developments Ltd.

text: Mill Creek Developments Ltd.

text: L. Mark Roseborough

text: EPOD International Inc.

text: EPOD

text: EPOD

text: EPOD

text: EPOD


text:
EX-99.1
2
brhc10025373_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
American Financial Group, Inc. Announces Closing of the Sale of its Annuity Businesses and Declares Special Dividend
CINCINNATI - May 28, 2021 - American Financial Group, Inc. (NYSE: AFG) announced today the closing of the sale of its Annuity businesses, consisting of Great
American Life Insurance Company (GALIC) and its two insurance subsidiaries, Annuity Investors Life Insurance Company and Manhattan National Life Insurance Company, as well as a broker-dealer affiliate, Great American Advisors, Inc., and insurance
distributor, AAG Insurance Agency, Inc. to Massachusetts Mutual Life Insurance Company (MassMutual). Total after-tax cash proceeds from the sale are approximately $3.5 billion.
In connection with the closing of this transaction, the Company has declared a special, one-time cash dividend of $14.00 per share of American Financial Group
Common Stock. The dividend is payable on June 15, 2021 to holders of record on June 8, 2021. The aggregate amount of the payment to be made in connection with this special dividend will be approximately $1.2 billion. This special dividend is in
addition to the Company's regular quarterly cash dividend of $0.50 per share that was last paid on April 26, 2021.
In addition, on May 19, 2021, the Company's Board of Directors authorized the repurchase of up to an additional 5,000,000 shares of
the Company's outstanding common stock through December 31, 2025.
AFG Co-CEOs Carl H. Lindner III and S. Craig Lindner stated: "The disposition of our annuity business sharpens our focus exclusively on the Specialty P&C
market and generates substantial excess capital for AFG. Returning excess capital to shareholders in the form of this $14.00 special dividend is a key component of AFG's capital management strategy; it reflects our strong financial position and our
confidence in the Company's financial future. Our excess capital remains at a significant level, which affords us the financial flexibility to make opportunistic repurchases, pay additional dividends, grow our Specialty P&C business organically
and through acquisitions and start-ups that meet our target return thresholds".
Skadden, Arps, Slate, Meagher & Flom LLP and Keating Muething & Klekamp PLL served as legal counsel to AFG for the annuity transaction. Debevoise &
Plimpton LLP served as legal counsel to MassMutual.
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio. Through the operations of Great American Insurance Group, AFG is engaged
primarily in property and casualty insurance, focusing on specialized commercial products for businesses. Great American Insurance Group's roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
About MassMutual
MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. Founded in 1851, the company
has been continually guided by one consistent purpose: we help people secure their future and protect the ones they love. With a focus on delivering long-term value, MassMutual offers a wide range of protection, accumulation, wealth management and
retirement products and services. For more information, visit massmutual.com.
Page 1
Forward Looking Statements
This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions and projections. Examples of such forward-looking
statements include statements relating to: the Company's expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities and the amount and timing of share repurchases; recoverability
of asset values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.
Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of
reasons including, but not limited to: changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad;
performance of securities markets; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG's investment portfolio; the availability of capital; changes in insurance law
or regulation, including changes in statutory accounting rules, including modifications to capital requirements; the effects of the COVID-19 outbreak, including the effects on the international and national economy and credit markets, legislative or
regulatory developments affecting the insurance industry, quarantines or other travel or health-related restrictions; changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and
severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses; disruption caused by cyber-attacks or other
technology breaches or failures by AFG or its business partners and service providers, which could negatively impact AFG's business and/or expose AFG to litigation; development of insurance loss reserves and establishment of other reserves,
particularly with respect to amounts associated with asbestos and environmental claims; availability of reinsurance and ability of reinsurers to pay their obligations; competitive pressures; the ability to obtain adequate rates and policy terms;
changes in AFG's credit ratings or the financial strength ratings assigned by major ratings agencies to AFG's operating subsidiaries; the impact of the conditions in the international financial markets and the global economy relating to AFG's
international operations; and other factors identified in AFG's filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any
forward-looking statements.
Contact:
Diane P. Weidner, IRC
Vice President - Investor & Media Relations
(513) 369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
# # #
AFG2021-15
Page 2

text: American Financial Group, Inc.

text: American Financial Group, Inc.

text:
Great
American Life Insurance Company

text: Great American Advisors, Inc.

text: AAG Insurance Agency, Inc.

text: American Financial Group

text: Keating Muething & Klekamp PLL

text:
Debevoise &
Plimpton LLP

text: American Financial Group, Inc.

text: American Financial Group


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Harris Corporation Completes Acquisition of Leitch Technology
Positions the company to lead the broadcast industry's transition
to high-definition digital services
MELBOURNE, Florida, and TORONTO, Ontario Oct. 25, 2005 -
Harris Corporation (NYSE: HRS) and Leitch
Technology Corporation (TSX: LTV) announced today that Harris has completed its previously
announced acquisition of Leitch following approval by Leitch shareholders and Court approval of the
transaction. Leitch shareholders approved the acquisition by Harris of all of the outstanding
common shares of the Toronto-based company for a cash price of C$14.00 per share. Total cash
consideration paid by Harris, net of Leitch's cash on hand, was approximately US$450 million.
"The addition of Leitch's talented workforce, complementary product portfolio and customer base
helps establish Harris as the partner of choice for broadcasters upgrading their equipment and
software systems to operate in a digital environment", said Howard Lance, chairman, president and
CEO of Harris. "No other company offers the breadth of products that span the entire digital media
content delivery chain. This acquisition enables Harris to further expand into larger,
faster-growing broadcast markets, and we're delighted that Tim Thorsteinson and his leadership team
will remain with the company and continue to build on Leitch's success as a business unit within
our Broadcast Communications Division".
"As part of the Harris Broadcast Communications business, Leitch will continue to provide the
products that allow the broadcaster to transition to high definition digital services but with the
added resources and global scale of one of the world's leading broadcast hardware and software
suppliers", said Leitch President and CEO Tim Thorsteinson. "We look forward to building on our
success and maximizing our value to customers as a combined company".
Leitch shareholders should refer to Leitch's management information circular dated September 16,
2005 for information regarding receipt of the payment of C$14.00 per share for their Leitch shares.
All of Leitch's products - including routers and distribution equipment, signal processing, signal
management and monitoring, servers and storage area networks, branding software and post-production
editing systems - will be added to the Harris broadcast product portfolio. This combined portfolio
serves every segment of the increasingly complex supply chain that brings digital audio, video, and
data content to consumers. Leitch currently serves approximately 3,000 television service
providers in 100 countries.
Harris Broadcast Communications Division is the worldwide leader in providing digital broadcast
technology solutions for global broadcast media markets, including television and radio
transmission systems, networking solutions and enterprise-wide software and media management
systems.
Harris Corporation is an international communications and information technology company serving
government and commercial markets in more than 150 countries. With headquarters in Melbourne,
Florida, the company has annual sales of over $3 billion and has 12,600 employees - including 5,500
engineers and scientists - dedicated to the development of best-in-class
assured communications
™
products, systems, and services. The company's operating divisions serve markets for government
communications, RF communications, broadcast communications, and microwave communications.
Additional information about Harris Corporation is available at
www.harris.com
.
An industry leader for more than 30 years, Leitch provides high-performance, multi-format solutions
for professional digital video. Through its two business segments - Digital Media and
Infrastructure - Leitch offers standard-definition/high-definition (SD/HD) products and systems
that enable media companies to streamline workflow from production through transmission. Leitch
offers a comprehensive, award-winning portfolio of processors, routers, servers, graphics and
editing solutions, master control and branding systems, digital signage, network monitoring and
control software, and test and measurement instruments, along with premium customer support.
Additional information about Leitch Technology Corporation is available at
www.leitch.com
.
# # #
Forward-Looking Statement
Statements in this press release that are not historical facts are forward-looking statements
that reflect management's current expectations, assumptions, and estimates of future performance
and economic conditions. Such statements are made in reliance upon the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements in this release include but are not limited to the anticipated benefits
to the Company related to the acquisition of Leitch. The Company cautions investors that any
forward-looking statements are subject to risks and uncertainties that may cause actual results and
future trends to differ materially from those matters expressed in or implied by such
forward-looking statements. The Company's consolidated results and the forward-looking statements
could be affected by many factors, including but not limited to: our participation in markets that
are often subject to uncertain economic conditions which makes it difficult to estimate growth in
our markets and, as a result, future income and expenditures; our dependence on the U.S. government
for a significant portion of our revenues, as the loss of this relationship or a shift in U.S.
government funding could have adverse consequences on our future business; potential changes in
U.S. government or customer priorities due to program reviews or revisions to strategic objectives,
including termination of or potential failure to fund U.S. government contracts; risks inherent
with large long-term fixed-price contracts, particularly the ability to contain cost overruns; the
performance of critical subcontractors or suppliers; financial and government and regulatory risks
relating to international sales and operations, including fluctuations in foreign currency exchange
rates and the effectiveness of our currency hedging program; our ability to continue to develop new
products that achieve market acceptance; the consequences of future geo-political events, which may
affect adversely the markets in which we operate, our ability to insure against risks, our
operations or our profitability; strategic acquisitions and the risks and uncertainties related
thereto, including our ability to manage and integrate acquired businesses; potential claims that
we are infringing the intellectual property rights of third parties; the successful resolution of
patent infringement claims and the ultimate outcome of other contingencies, litigation and legal
matters; customer credit risk; the fair values of our portfolio of passive investments, which
values are subject to significant price volatility or erosion; risks inherent in developing new
technologies; the potential impact of hurricanes on our operations in Florida and the potential
impact of earthquakes on our operations in California; the ability to recruit and retain qualified
personnel; and general economic conditions in the markets in which we operate. Further information
relating to factors that may impact the Company's results and forward-looking statements are
disclosed in the Company's filings with the SEC. Harris disclaims any intention or obligation,
except as imposed by law, to update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.
# # #
Investor Relations inquiries:
Pamela Padgett at 321-727-9383, or
pamela.padgett@harris.com
David Toews at 416-445-9640, or
investors@leitch.com
Media Inquiries
: Brent Dietz at 321-724-3554, or brent.dietz@harris.com
Laura Whitaker at 408-782-1201, or
laura.whitaker@leitch.com
For additional information, contact Harris Corporation at
webmaster@harris.com
.

text: Harris Corporation

text: Leitch Technology

text: Harris Corporation

text:
Leitch
Technology Corporation

text: Harris

text: Leitch

text: Leitch

text: Leitch

text: Harris

text: Harris

text: Leitch

text: Leitch

text: Harris

text: Howard Lance

text: Harris

text: Harris

text: Leitch

text: Harris

text: Leitch

text: Leitch

text: Leitch

text: Leitch

text: Leitch

text: Leitch

text: Harris

text: Leitch

text: Harris

text: Harris Corporation

text: Harris Corporation

text: Leitch

text: Leitch

text: Leitch

text: Leitch Technology Corporation

text: Leitch

text: Harris

text: Harris Corporation


text:
EX-99.1
3
v381235_ex99-1.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
RCS Capital Corporation Completes Acquisition
of Summit Financial Services Group
Transaction Further Expands RCAP's
Retail Investment Advice Platform,
Second Largest Network of Independent
Financial Advisors in America
NEW YORK, NY, June 11, 2014 -
RCS
Capital Corporation
("RCAP") (NYSE: RCAP), announced today that it has closed its previously announced
acquisition of Summit Financial Group, Inc. ("Summit") (OTC: SFNS), an independent broker-dealer headquartered in
Boca Raton, Florida.
The transaction adds approximately 324
financial advisors in the southeast to RCAP's existing network of over 6,600 independent financial advisors. These additional
financial advisors provide securities brokerage and investment advice in 238 branch offices across the United States. The deal
further supports the company's vision of providing customized financial solutions that help retail investors achieve their
overall investment and retirement goals through access to a full spectrum of advice, service and innovative investment solutions.
"We are pleased to have completed
the acquisition of Summit and welcome the company as the newest member of our retail advice platform", said Lawrence Roth,
Chief Executive Officer of RCAP's retail advice platform, Cetera Financial Group. "Summit's proven record of
success in providing a broad range of securities brokerage and advisory services to retail investors will directly complement our
growing retail advice business, while strengthening RCAP's broader portfolio of best-in-class investment solutions for the
mass affluent retail investor. As we continue to redefine the conventional retail investing process, Summit, as an important member
of our retail advice platform, will allow us to significantly expand our products and services to those investors seeking durable
income oriented, interest rate sensitive products, which also seek to furnish capital preservation".
Marshall Leeds, Chief Executive Officer of Summit, added, "We are excited to join RCAP and the Cetera
Financial Group family of broker-dealers and for the opportunities that this relationship presents to our financial advisors and
their clients".
RCS Capital, the investment banking and
capital markets division of Realty Capital Securities, LLC, acted as the financial advisor to RCAP.
About RCAP
RCS Capital Corporation (NYSE: RCAP) is
an investment firm expressly focused on the retail investor. RCAP is engaged in the wholesale distribution, investment banking
and capital markets businesses, and a research business focused on alternative investments. RCAP also will be engaged in the retail
advice and investment management business upon closing of pending acquisitions of independent broker-dealers, including Cetera,
and an investment manager. RCAP's business is designed to capitalize, support, grow and manage direct investment and alternative
investment programs, and to serve independent financial advisors and their clients. Additional information about RCAP can be found
on its website at
www.rcscapital.com
. RCAP may disseminate information about itself, including
the results of its operations and financial information, via social media platforms such as Facebook, LinkedIn and Twitter.
About Summit
Summit is a Florida-based financial services
holding company that provides, through its operating subsidiary, Summit Brokerage Services, Inc. ("Summit Brokerage"),
a broad range of securities brokerage and investment services to primarily individual investors. Summit Brokerage also sells insurance
products, predominantly fixed and variable annuities and life insurance through its subsidiary, SBS Insurance Agency of Florida.
Summit Brokerage also provides asset management services through its investment advisor, Summit Financial Group, Inc.
Important Notice
The statement in this press release include
statements regarding the intent, belief or current expectations of RCAP and members of our management team, as well as the assumptions
on which such statements are based, and generally are identified by the use of words such as "may", "will,"
"seeks", "anticipates", "believes", "estimates", "expects", "plans,"
"intends", "should", "look forward" or similar expressions. Actual results may differ materially
from those contemplated by such forward-looking statements due to certain factors, including our ability to consummate our pending
acquisitions of businesses other than Cetera. Additional factors that may affect future results are contained in RCAP's filings
with the SEC, which are available at the SEC's website at www.sec.gov. Further, forward-looking statements speak only as of the
date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Investor Inquiries:
Anthony J. DeFazio
SVP of Public Relations
DDCwork
tdefazio@ddcworks.com
(484) 342-3600
Andrew G. Backman
Managing Director
Investor Relations and Public Relations
RCS Capital Corporation
ABackman@rcscapital.com
(917) 475-2135
Brian D. Jones
Chief Financial Officer
RCS Capital Corporation
BJones@rcscapital.com
(866) 904-2988

text: RCS Capital Corporation

override: fund

text: Summit Financial Services Group

text: RCAP

text:
RCS
Capital Corporation

text: RCAP

text: RCAP

text: Summit Financial Group, Inc.

text: RCAP

text: Lawrence Roth

text: RCAP

text: RCAP

text: Marshall Leeds

text: RCAP

text: RCS Capital

text: Realty Capital Securities, LLC

text: RCAP

text: RCAP

text: RCS Capital Corporation

text: RCAP

text: RCAP

text: RCAP

text: RCAP

text: RCAP

text: RCAP

text: Summit Financial Group, Inc.

text: RCAP

text: RCAP

text: Andrew G. Backman

text: RCS Capital Corporation

text: Brian D. Jones

text: RCS Capital Corporation


text:
EX-99.1
2
poageandfarmersacquisition.htm
EXHIBIT 99.1 POAGE AND FARMERS ACQUISITIONS CLOSING
Exhibit
NEWS RELEASE
For Immediate Release
December 7, 2018
For Further Information Contact:
Charles R. Hageboeck, Chief Executive Officer and President
(304) 769-1102
City Holding Company Completes Acquisitions Bolstering Kentucky Presence
CHARLESTON, WV, December 7, 2018 - City Holding Company ("City") (Nasdaq: CHCO), the parent company of City National Bank of West Virginia, announced today that it has completed its acquisitions of Poage Bankshares, Inc., ("Poage") (Nasdaq: PBSK), the parent company of Town Square Bank, Ashland, Kentucky, and Farmers Deposit Bancorp, Inc. ("Farmers Deposit"), the parent company of Farmers Deposit Bank, Cynthiana, Kentucky. Both acquisitions became effective as of the close of business on December 7, 2018. The acquisition of Poage was structured as a stock transaction valued at approximately $84.7 million, or $24.22 per share of Poage common stock. The acquisition of Farmers Deposit was structured as a cash transaction valued at $24.9 million, or $1,174.14 per share of Farmers Deposit common stock. City, Poage and Farmers Deposit first announced that they had entered into separate agreements to merge on July 11, 2018. The acquisition of Poage included the merger of Town Square Bank into City National Bank of West Virginia, and the acquisition of Farmers Deposit included the merger of Farmers Deposit Bank into City National Bank of West Virginia.
Based upon financial data as of September 30, 2018, the combined company will have $5.0 billion in assets, deposits of $3.9 billion, and gross loans of $3.5 billion, bolstering City's presence in the Huntington-Ashland and Lexington, Kentucky MSAs. "It is a pleasure to welcome the staff and customers of Town Square Bank and Farmers Deposit Bank into the City family", remarked Charles R. (Skip) Hageboeck, President and Chief Executive Officer of City. "With strong roots in the region, and an emphasis on community service, the synergies of our organizations are strong. We believe the combination of our respective businesses will be positive for shareholders, customers, and employees. On a combined basis, through September 30, 2018, Poage and Farmers Deposit incurred operating expenses of over $15 million, or more than $20 million on an annualized basis. With multiple overlapping branches in the Ashland market, more favorable data processing contracts and costs, and the normal efficiencies of larger organizations, we anticipate cost savings of more than 45%, which is good for shareholders. At the same time, we have been able to retain more employees than originally anticipated. We retained more than a dozen administrative/operational staff from Town Square who are filling open positions that existed at City. And, from a customer's perspective, they will continue to see the same people who have been serving them at Town Square and Farmers Deposit, but will have access to enhanced products and services. City's dedication to remain a community-focused bank, means that commitment to the local communities will continue to be quite strong".
Keefe, Bruyette & Woods, Inc. served as financial advisor and Dinsmore & Shohl LLP served as legal counsel to City in both transactions. Sandler O'Neill & Partners, L.P. served as financial advisor and Luse Gorman, PC served as legal counsel to Poage in the Poage transaction. ProBank Austin served as financial advisor and Stites & Harbison, PLLC served as legal counsel to Farmers Deposit in the Farmers Deposit transaction.
About City Holding Company
City Holding Company, headquartered in Charleston, West Virginia is a financial holding company which owns City National Bank of West Virginia. City received the highest ranking in customer satisfaction in the north central region in J.D. Power's 2018 U.S. Retail Banking Satisfaction Study. City provides a full range of consumer and commercial banking services to individuals, businesses and industries through its 87 branches across West Virginia, Virginia, Kentucky and Ohio. As of September 30, 2018, City had $4.4 billion in total assets, $3.4 billion in deposits, and $3.1 billion in gross loans. For additional information, locations, and hours of operation, please visit www.bankatcity.com.
Safe Harbor Statement:
Statements made in this news release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties including, but not limited to, the successful integration of the transactions contemplated in this release, which includes the retention of the acquired customer relationships, adverse changes in economic conditions, the impact of competitive products and pricing and the other risks set forth in City's filings with the SEC. As a result, actual results may differ materially from the forward-looking statements in this news release. These factors are not necessarily all of the factors that could cause City's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm City's results.
All forward-looking statements attributable to City, or persons acting on City's behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and City does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If City updates one or more forward-looking statements, no inference should be drawn that City will make additional updates with respect to those or other forward-looking statements.

text: POAGE

text: Charles R. Hageboeck

text: City Holding Company

text: City Holding Company

text: Poage Bankshares, Inc.

text: Poage

text: Farmers Deposit Bancorp, Inc.

text: Farmers Deposit

text: Farmers Deposit

text: Poage

text: Poage

text: Farmers Deposit

text: Farmers Deposit

text: Poage

text: Farmers Deposit

text: Poage

text: Farmers Deposit

text: Farmers Deposit

text: Farmers Deposit

text: Poage

text: Farmers Deposit

text: Farmers Deposit

text: Keefe, Bruyette & Woods, Inc.

text: Dinsmore & Shohl LLP

text: Sandler O'Neill & Partners, L.P.

text: Luse Gorman, PC

text: Poage

text: Poage

text: ProBank Austin

text: Stites & Harbison, PLLC

text: Farmers Deposit

text: Farmers Deposit

text: City Holding Company

text: City Holding Company