text:
EX-99.1
7
d438323dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
SemGroup Corporation Announces Stockholder Approval of Acquisition of Rose Rock Midstream, L.P.
Tulsa, Okla. - Sept. 29, 2016 -
SemGroup
®
Corporation (NYSE:SEMG) announced that its
stockholders approved at a special meeting of stockholders today the issuance of SemGroup common stock pursuant to the previously announced agreement providing for SemGroup's acquisition of all of the outstanding common units of Rose Rock
Midstream
®
, L.P. (NYSE:RRMS) not already owned by the company in an all stock-for-unit transaction.
More than 99 percent of the shares of SemGroup's common stock that were voted approved the share issuance. Subject to customary approvals and conditions,
the transaction is expected to close on Sept. 30, 2016.
About SemGroup
Based in Tulsa, Okla., SemGroup
®
Corporation (NYSE:SEMG) is a publicly traded midstream service
company providing the energy industry the means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end-users and consumers of crude oil, natural gas, natural gas liquids, refined products and
asphalt. Services include purchasing, selling, processing, transporting, terminalling and storing energy.
SemGroup uses its Investor Relations website
and social media outlets as channels of distribution of material company information. Such information is routinely posted and accessible on our Investor Relations website at ir.semgroupcorp.com, our Twitter account and LinkedIn account.
Forward-Looking Statements
All statements, other than
statements of historical fact, included in this press release including the prospects of our industry, our anticipated financial performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations,
planned capital expenditures, business prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual
results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, the closing, expected timing, and benefits of the proposed transaction pursuant
to which we will acquire all of the outstanding common units of our subsidiary, Rose Rock Midstream, L.P. ("Rose Rock"), not already owned by us; our ability to generate sufficient cash flow from operations to enable us to pay our debt
obligations and our current and expected dividends or to fund our other liquidity needs; the ability of Rose Rock to generate sufficient cash flow from operations to provide the level of cash distributions we expect; any sustained reduction in
demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on
our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will
depend on general market conditions and the credit ratings for our debt obligations and equity; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and
performance of our investments and joint ventures; the amount of collateral required to be posted from time to time in our purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions;
our ability to obtain new sources of supply of petroleum products; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreements and the indentures governing our senior notes,
including requirements under our credit agreements to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas
liquids; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a
cyber attack involving our information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local
governmental laws, regulations and policies; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the
possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in each of our documents
and reports filed with the SEC.
Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release,
which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.
Contacts:
Investor Relations:
Alisa Perkins
918-524-8081
investor.relations@semgroupcorp.com
Media:
Kiley Roberson
918-524-8594
kroberson@semgroupcorp.com

text: SemGroup Corporation

text: Rose Rock Midstream, L.P.

text:
SemGroup
®
Corporation

text: SemGroup

text: SemGroup

text:
Rose Rock
Midstream
®
, L.P.

text: SemGroup

text: SemGroup

text:
SemGroup
®
Corporation

text: SemGroup

text: SemGroup

text: Rose Rock Midstream, L.P.


dataset: buster

text:
EX-99.1
2
v036214_ex99-1.txt
|GRAPHIC| 1155 Rene-Levesque Boulevard West, Suite 2720
Montreal, Quebec, H3B 2K8
T(514) 337-2447 // F(514) 337 0985
MANARIS CORPORATION COMPLETES THE SALE OF CLI
MONTREAL, CANADA (February 17, 2006) - Manaris Corporation ("Manaris")
(OTCBB:MANS) (FRANKFURT WKN: 255471) announces the closing of a transaction, on
February 15, 2006. for the sale of its wholly-owned subsidiary, 6327915 Canada
Inc., the holding company of Chartrand Laframboise Inc. and Bureau de credit
commercial Inc., to a leading player in the security industry. The share
purchase agreement was originally announced on February 9th.
ABOUT MANARIS CORPORATION
Through its wholly-owned subsidiaries, Manaris offers a comprehensive suite
of enterprise risk management services and solutions. C-Chip (North America)
specializes in the high-tech sector of the security industry, with technology
that allows business users to efficiently access, control, manage and monitor
remote assets at low costs. Avensys enables businesses and corporations to
monitor different types of environments, including air, soil, water as well as
buildings and infrastructures.
FORWARD-LOOKING-STATEMENT: Except for factual statements made herein, the
information contained in this press release consists of forward-looking
statements that involve risks uncertainties, including the effect of changing
economic conditions, competition within the credit and security industry,
customer acceptance of products and other risks and uncertainties. Such forward
looking statements are not guarantees of performance, and Manaris Corporation
results could differ materially from those contained in such statements. These
forward-looking statements speak only as of the date of this release and Manaris
Corporation undertakes no obligation to publicly update any forward-looking
statements to reflect new information, events or circumstances after the date of
this release.
CONTACTS:
MANARIS CORPORATION
Mr. John Fraser President and CEO (514) 337-2447
Linda Farha
Zenergy Communications
(514) 273-4034
linda@zenergycom.com
- 30 -

label: organization

text: MANARIS CORPORATION

text: CLI

text: Manaris Corporation

text:
6327915 Canada
Inc.

text: Chartrand Laframboise Inc.

text:
Bureau de credit
commercial Inc.

text: MANARIS CORPORATION

text: Manaris Corporation

text:
Manaris
Corporation

text: MANARIS CORPORATION

label: person

text: John Fraser

source_dataset: expertai/BUSTER

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


text:
EX-99.1
2
pressrelease-closingofsale.htm
PRESS RELEASE - PICO HOLDINGS, INC ANNOUNCES THE CLOSING
Press Release - Closing of Sale to White Mountains
NEWS RELEASE
FOR IMMEDIATE RELEASE
PICO HOLDINGS, INC. ANNOUNCES THE CLOSING OF THE SALE OF ITS TWO INSURANCE COMPANY SUBSIDIARIES
(LA JOLLA, CALIFORNIA) - November 21, 2012 - PICO Holdings, Inc. (GlobeNewswire via COMTEX)
PICO Holdings, Inc. (NASDAQ: PICO) announced today that it has closed the sale of its two insurance company subsidiaries, Physicians Insurance Company of Ohio and Citation Insurance Company, to an affiliate of White Mountains Insurance Group, Ltd. (WTM.NYSE).
The transaction resulted in proceeds to PICO of approximately $44.4 million, consisting of pre-closing dividends of approximately $28.9 million from the two insurance company subsidiaries, in aggregate and sales proceeds of approximately $15.5 million. For the nine months ended September 30, 2012 the loss from operations of the two insurance companies was approximately $2.7 million, which was reported as a loss from discontinued operations. The final results of the discontinued operations up to the date of closing are not expected to be materially different from the previously reported results at September 30, 2012 and will be contained in PICO's consolidated statement of operations for the year ending December 31, 2012, which will be included with PICO's Form 10-K expected to be filed with the SEC in February, 2013.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical, including statements regarding the final results of the discontinued operations and expected filing date of our Form 10-K, are "forward-looking statements" based on current expectations and assumptions that are subject to risks and uncertainties, and actual results could differ based on a number of factors, including those set out in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of our SEC filings, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, copies of which may be obtained by contacting us at (858) 456-6022 or at http://investors.picoholdings.com.
We undertake no obligation to (and we expressly disclaim any obligation to) update our forward-looking statements, whether as a result of new information, subsequent events, or otherwise, in order to reflect any event or circumstance which may arise after the date of this press release. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
This news release was distributed by GlobeNewswire, www.globenewswire.com.
SOURCE: PICO Holdings, Inc.
CONTACT: Max Webb
Chief Financial Officer
(858) 456-6022, ext. 216
# # # # #

text: PICO HOLDINGS, INC

text: White Mountains

text: PICO HOLDINGS, INC.

text: PICO Holdings, Inc.

text: PICO Holdings, Inc.

text: Physicians Insurance Company

text: Citation Insurance Company

text: White Mountains Insurance Group, Ltd.

text: PICO Holdings, Inc.

text: Max Webb


text:
EX-99.1
3
a09-9354_2ex99d1.htm
EX-99.1
Exhibit 99.1
Company Contact:
Investor Contact:
Maureen Hart
Stephen Bassett
Axcelis Technologies, Inc.
Axcelis Technologies, Inc.
Tel: +1 (978) 787 4266
Tel: +1 (978) 787 4000
Fax: +1 (978) 787 4275
Fax: +1 (978) 787 9133
maureen.hart@axcelis.com
investor.relations@axcelis.com
AXCELIS TECHNOLOGIES COMPLETES SALE OF ITS INTEREST IN
JOINT VENTURE SEN CORPORATION TO SUMITOMO HEAVY INDUSTRIES
Company Fulfills Obligations on Convertible Senior
Subordinated Notes
BEVERLY,
Mass.-March 30, 2009-Axcelis Technologies, Inc. (Nasdaq: ACLS) today
announced it has completed the sale of its 50% interest in SEN Corporation, an
SHI and Axcelis Company (SEN) to Sumitomo Heavy Industries, Ltd. (SHI). The
Company received net proceeds from the sale of approximately $122.3 million
after advisor fees and other expenses and will recognize a gain on the sale of
approximately $1.2 million in the first quarter of 2009.
Axcelis has applied $86.4 million of the sale proceeds to meet its
obligations on its 4.25% Convertible Senior Subordinated Notes, which were due
in January. As a result of the payment, the trustee for the notes will withdraw
litigation filed in connection with Axcelis' default on the notes.
The
sale was completed pursuant to a Share Purchase Agreement that Axcelis and SHI
entered into on February 26, 2009. SEN was licensed by Axcelis to
manufacture and sell certain implant products in Japan. Prior to the completion
of the sale, it was owned 50/50 by Axcelis and SHI.
About
Axcelis Technologies, Inc.
Axcelis
Technologies, Inc., headquartered in Beverly, Massachusetts, provides
innovative, high-productivity solutions for the semiconductor industry. Axcelis
is dedicated to developing enabling process applications through the design,
manufacture and complete life cycle support of ion implantation and cleaning
systems. The company's Internet address is: www.axcelis.com.

text: Axcelis Technologies, Inc.

text: Axcelis Technologies, Inc.

text: AXCELIS TECHNOLOGIES

text: SEN CORPORATION

text: SUMITOMO HEAVY INDUSTRIES

text: Axcelis Technologies, Inc.

text: SEN Corporation

text: Sumitomo Heavy Industries, Ltd.

text: Axcelis Technologies, Inc.

text:
Axcelis
Technologies, Inc.


text:
EX-99.1
3
f8k061614ex99i_globaldigital.htm
PRESS RELEASE
f8k061614ex99i_globaldigital.htm
Exhibit 99.1
Contact:
Richard J. Sullivan
561-515-6163
info@gdsi.co
Global Digital Solutions, Inc. (GDSI) Completes Acquisition of North
American Specialty Vehicles, LLC (NACSV) - Leading Builder of Mobile
Command/Communications and Specialty Vehicles for Emergency
Management, First Responders, National Security and Law Enforcement Operations
PALM BEACH, Fla., June 18, 2014 /PRNewswire/
-- Global Digital Solutions, Inc. (
OTCQB:GDSI
), a company that is positioning itself as a leader in providing cyber arms manufacturing and complementary security and technology solutions, today announced the acquisition of North American Custom Specialty Vehicles, LLC (NACSV), a leading builder of mobile command/communications and specialty vehicles for emergency management, first responders, national security and law enforcement operations.
In 2013, NACSV generated revenue of $6.2 million and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) of $1.06 million and has an expected revenue run rate of between $12 million and $14 million and expected EBITDA of between $2.1 million and $2.4 million by December 31, 2014.
"We're delighted to announce the acquisition of NACSV", said GDSI's President and CEO Richard J. Sullivan. "NACSV is a well-respected builder of security and crisis management-related specialty vehicles. Very importantly, NACSV has an established client base and a skilled management team. The company's advanced command and control and emergency communications capabilities fit perfectly into GDSI's global growth strategy. We're looking forward to working together with the NACSV team in the months ahead".
On June 16, 2014, GDSI's wholly owned subsidiary, GDSI Acquisition Corporation, entered into an Equity Purchase Agreement with the members of NACSV to acquire their interests in NACSV in consideration for $1 million in cash and 645,161 shares of GDSI's restricted common stock at closing on June 16, 2014 and up to an additional $2.4 million of contingent consideration, payable either in shares of GDSI's common stock, or in cash, through December 31, 2017, as certain milestones and targets are met.
1
About North American Custom Specialty Vehicles, LLC
NACSV specializes in building mobile command/communications and specialty vehicles for emergency management, first responders, national security and law enforcement operations.
These specialty vehicles include:
·
Mobile Command Center.
A properly equipped mobile command center is a response and recovery vehicle that facilitates an agency's ability to expand their command and control capabilities to a remote location. Full interoperable communications are a standard for the mobile command center. For the emergency management agency, the vehicle is an extension of the fixed base emergency operations center. The vehicle should be built with long-term deployment in mind but also be easy to operate in order to allow for quick deployment by minimum personnel if necessary. The successful design of a mobile command center will dictate the frequency of use. In other words, the more difficult to move and operate, the fewer deployments.
·
Command and Control:
In the law enforcement environment, the vehicle can be utilized for command and control as well as hostage negotiations and even as a mobile precinct. Full law enforcement dispatch capabilities can be installed as well as back-up systems to the 9-1-1 Center.
·
Incident Command:
The fire service unit, properly equipped, gives the incident commander the visibility and informational flow along with space for ICS functional personnel all in one area. A meeting area for functional ICS officers to share and evaluate information with the IC is necessary.
For more information about NACSV, visit
www.NACSVehicles.com.
About Global Digital Solutions, Inc.
Global Digital Solutions is positioning itself as a leader in providing cyber arms manufacturing and complementary security and technology solutions. For more information please visit
http://www.gdsi.co
.
Forward Looking Statements
This press release contains "forward looking statements". The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company's current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company's control, and could cause the Company's results to differ materially from those described. I
n some cases forward-looking statements can be identified by terminology such as "may", "should", "potential", "continue", "expects", "anticipates", "intends", "plans", "believes", "estimates", and similar expressions. These statements include statements
regarding moving forward with executing the Company's global growth strategy. The statements
are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict.
The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise, except as required by law. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to the Risk Factors and other information set forth in the Company's Annual Report on Form 10-K filed on March 28, 2014, and in our other filings with the U.S. Securities and Exchange Commission.
2

text: Global Digital Solutions, Inc.

text:
North
American Specialty Vehicles, LLC

text: Global Digital Solutions, Inc.

text: Global Digital Solutions, Inc.


text:
EX-99.1
6
v166925_ex99-1.htm
Exhibit
99.1
NEWS
RELEASE
Contact:
Gastar
Exploration Ltd.
J.
Russell Porter, Chief Executive Officer
713-739-1800
/
rporter@gastar.com
FOR
IMMEDIATE RELEASE
Investor
Relations Counsel:
Lisa
Elliott / Anne Pearson
DRG&E:
713-529-6600
lelliott@drg-e.com
/
apearson@drg-e.com
GASTAR
ANNOUNCES SALE OF
EAST
TEXAS GATHERING SYSTEM
HOUSTON -
November 17, 2009 - Gastar Exploration Ltd. (NYSE Amex: GST) announced today the
sale of its majority interest in the Hilltop Resort Gathering System to US
Infrastructure LP ("USI"). Signing of definitive agreements and
closing of the sale occurred simultaneously. The Hilltop Resort
Gathering System is comprised of 20 miles of natural gas pipeline connected to
24 Gastar-operated wells, which produce from the middle and lower Bossier and
Knowles formations in East Texas.
Gastar
received proceeds of approximately $21.7 million from the sale of these assets,
net of costs and expenses associated with the transaction.
"The sale
of our stake in the Hilltop system provides an attractive return on our
investment and additional liquidity to pursue our drilling plans in East Texas
and the Marcellus Shale while maintaining a very low level of leverage", said J.
Russell Porter, Gastar's Chairman, CEO and President. "We have a
longstanding and successful relationship with the principals of USI, and we look
forward to continuing to build on this strategic affiliation as they become our
new gathering partner".
About
Gastar Exploration Ltd.
Gastar
Exploration Ltd. is an exploration and production company focused on finding and
developing natural gas assets in North America. The Company pursues a
strategy combining deep natural gas exploration and development with lower risk
shale resource and CBM development. The Company owns and operates
exploration and development acreage in the deep Bossier gas play of East Texas
and Marcellus Shale play in West Virginia and Pennsylvania. Gastar's
CBM activities are conducted within the Powder River Basin of
Wyoming.
###

text:
Gastar
Exploration Ltd.

text:
J.
Russell Porter

text: GASTAR

text: Gastar Exploration Ltd.

text: Hilltop Resort Gathering System

text:
US
Infrastructure LP

text:
Hilltop Resort
Gathering System

text: Gastar

text:
J.
Russell Porter

text: Gastar

text: Gastar Exploration Ltd.

text:
Gastar
Exploration Ltd.

text: Gastar


text:
EX-99.1
4
v224429_ex99-1.htm
Unassociated Document
WORLD SURVEILLANCE GROUP ACQUIRES
GLOBAL TELESAT
Acquisition Provides Diversified Product Strategy and Integrated Surveillance and Communications Solution Opportunities
KENNEDY SPACE CENTER, FL - May 31, 2011 (Marketwire) - World Surveillance Group Inc. (OTCBB: WSGI), a developer of lighter-than-air unmanned aerial vehicles ("UAVs") and related technologies, today announced that it has completed the acquisition of privately-held Global Telesat Corp. ("GTC"). WSGI's acquisition of 100% of the outstanding securities of GTC, making GTC a wholly owned subsidiary of WSGI, is expected to be immediately accretive to WSGI's financial results. The purchase price paid by WSGI for GTC comprised $600,000 in cash, payable in installments, 30 million shares of common stock of WSGI, and an earn-out equal to 5% of any gross revenues related to contracts for the construction by GTC of up to five satellite ground stations.
Formed in 2003, GTC supplies satellite based tracking and communication solutions to the U.S. Government and commercial customers and has grossed over $27 million in revenue since its inception. The integration of GTC's products with WSGI's airships is expected to accelerate and expand the Company's access to the rapidly growing global surveillance and communications market. The acquisition also provides WSGI with a profitable business unit, established government customer relationships and access, a strong, long-term relationship with leading satellite network operator Globalstar Inc. (NASDAQ: GSAT), and the opportunity to expand GTC's product strategy to capture expanding commercial markets. The GTC acquisition is expected to enable the Company to offer unique, turn-key satellite and aerial based tracking, ISR and communications solutions in major expanding markets here and abroad.
GTC will operate as a wholly owned subsidiary of WSGI and will retain its staff, including current President David Phipps, who has entered into an employment agreement and will report directly to WSGI President and CEO Glenn Estrella.
WSGI President and CEO Glenn Estrella stated "The acquisition of GTC creates both a diversified and expanded product strategy for the combined company, with a history of revenue and positive cash flow, and product integration possibilities as we continue to advance our UAV business. The combined operating entity intends on focusing on growing revenues in our commercial and Government customer bases by leveraging our strong partnership and customer relationships".
WSGI Chairman Michael K. Clark stated "The acquisition of GTC is another significant step in the overall strategic plan we continue to implement as we advance WSGI's operations and business. In addition to executing on the integration of the combined entity, we will continue to review opportunities that can provide strategic value for our Company. We are excited by the prospect of expanding the combined company's business on a global scale".
About World Surveillance Group Inc.
World Surveillance Group Inc. (OTCBB: WSGI) designs, develops, markets and sells autonomous, lighter-than-air UAVs capable of carrying payloads that provide persistent security and/or wireless communications solutions at low, mid, and high altitudes. WSGI's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. For more information regarding WSGI, please visit www.wsgi.com, or view our reports and filings with the Securities and Exchange Commission on http://www.sec.gov.
About Global Telesat Corp.
GTC provides satellite airtime and tracking services to the U.S. government and defense industry end users and resells airtime and equipment from leading satellite network providers such as Globalstar, Inmarsat, Iridium and Thuraya. GTC specializes in satellite tracking services using the Globalstar satellite network and owns a number of network infrastructure devices containing the signal processing technology that powers the Globalstar Simplex Data Service. GTC's equipment is installed in various ground stations across Africa, Asia, Australia, Europe and South America. For more information regarding GTC, please visit
www.gtc-usa.com
.
Forward-Looking Statements
Certain statements in this release constitute forward-looking statements. These statements include the entire discussion relating to the acquisition and integration of GTC, including but not limited to, the synergies or benefits that may result from the GTC acquisition, the ability to integrate the products or operations of GTC to provide complete solutions or otherwise, the ability to capitalize on commercial demand for satellite based tracking products or accelerate the Company's access to the global surveillance and communications market or any other market, the size or growth of any market, the ability of the combined entity to leverage relationships with the U.S. Government or other customers to attain contracts or increase revenues, the ability of the Company to expand GTC's product strategy, whether or not the acquisition will be accretive to WSGI's financial results immediately or in the future, and the revenues, cash flows and financial condition of GTC in any future period. Forward-looking statements also include the Company's ability to execute its business plan, achieve commercial success or growth in its business, or accomplish its strategic goals, the capabilities of the Company's products, the outcome of any testing of the Company's products, the Company's ability to capitalize on any future market or acquisition opportunities or to enhance shareholder value. The words "forecast", "project", "intend", "expect", "should", "would", and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, any of which could cause the Company's previously reported actual results, performance (finance or operating) to change or differ from future results, performance (financing and operating) or achievements, including those expressed or implied by such forward-looking statements. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.
Contact:
WSGI Corp.
321-452-3545
Barbara Johnson
investors@WSGI.com

text: WORLD SURVEILLANCE GROUP

text: GLOBAL TELESAT

text: World Surveillance Group Inc.

text: WSGI

text: Global Telesat Corp.

text: GTC

text: WSGI

text: GTC

text: GTC

text: WSGI

text: WSGI

text: WSGI

text: GTC

text: WSGI

text: GTC

text: GTC

text: GTC

text: WSGI

text: WSGI

text: Globalstar Inc.

text: GTC

text: GTC

text: GTC

text: WSGI

text: WSGI

text: WSGI

text: GTC

text: WSGI

text: GTC

text: WSGI

text: World Surveillance Group Inc.

text: World Surveillance Group Inc.

text: WSGI

text: WSGI

text: WSGI

text: Global Telesat Corp.

text: GTC

text: GTC

text: GTC

text: GTC

text: GTC

text: GTC

text: GTC

text: GTC

text: WSGI

text: GTC

text: WSGI


text:
EX-99.1
4
exhibit991-aspenxapolloclo.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
PRESS
RELEASE
Investment Funds Affiliated with Apollo Global Management Complete Acquisition of Aspen
Mark Cloutier appointed Aspen's Executive Chairman and
Group Chief Executive Officer
New York and Hamilton, Bermuda, February 15, 2019 - Affiliates of certain investment funds (the "Apollo Funds") managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, "Apollo") (NYSE: APO), a leading global alternative investment manager, and Aspen Insurance Holdings Limited ("Aspen") (NYSE: AHL), announced today that the Apollo Funds have completed the previously announced acquisition of Aspen. The transaction, which was first announced on August 28, 2018, closed following receipt of regulatory approvals and the approval of Aspen's shareholders.
Under the terms of the previously announced agreement and plan of merger, the Apollo Funds have acquired all of the outstanding ordinary shares of Aspen for $42.75 per share in cash, representing an equity value of approximately $2.6 billion.
Aspen is now wholly owned by the Apollo Funds, and Aspen's ordinary shares have ceased trading on the New York Stock Exchange (the "NYSE") and the Bermuda Stock Exchange with effect from February 15, 2019. Aspen's 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares and 5.625% Perpetual Non-Cumulative Preference Shares will remain issued and outstanding and listed on the NYSE.
Glyn Jones has stepped down from his position as Chairman of Aspen's Board and Chris O'Kane has stepped down as Group Chief Executive Officer and as a Director with immediate effect. Mark Cloutier has been appointed as Executive Chairman of Aspen's Board and Group Chief Executive Officer with immediate effect.
In addition to Glyn Jones and Chris O'Kane, Albert Beer, Matthew Botein, Gary Gregg, Heidi Hutter, Karl Mayr, Bret Pearlman and Ron Pressman have also ceased to be directors on the Aspen Board with immediate effect. John Cavoores and Gordon Ireland will remain as Directors on the Aspen Board and will be joined by Josh Black, Alex Humphreys, Gernot Lohr, Gary Parr and Michael Saffer, each of whom have been appointed to the Aspen Board (in addition to Mark Cloutier) with immediate effect.
Alex Humphreys, Partner at Apollo, commented: "We are excited for our funds to be acquiring Aspen as it embarks on the next chapter of its development. We are delighted to be working with Mark again
1
following our successful investment together in Brit Insurance. Mark has a long and successful track-record in the insurance sector and we believe he is ideally placed to lead Aspen through a period of transition to substantially improved profitability. We look forward to working with him and Aspen's talented management team to drive value creation over the coming years".
Chris O'Kane said: "Seventeen years ago, with 38 colleagues, $600 million of assets and a vision, we formed Aspen. As a result of hard work, determination and an unwavering dedication to our clients, Aspen is now a force in the reinsurance and insurance markets with over $12 billion of assets and around 1,150 employees. I am extremely proud of our accomplishments and I cherish the relationships and friendships, both within Aspen and in the broader market, which we formed along the way. I would like to thank all my colleagues at Aspen as well as our clients and brokers for all their considerable support over the years and it delights me to see Aspen poised to go from strength to strength under the new leadership of Mark Cloutier. I wish Mark and Aspen every success for the future".
Mark Cloutier added: "I am honored to be appointed as the next CEO of Aspen. I truly believe that the company benefits from strong underwriting talent and specialized expertise, which makes it ideally positioned to deliver innovative solutions to the increasingly complex risks faced by its customers. I am very excited about what Aspen can achieve in the coming years. I would like to thank Chris for his key role and support over the last few months and for making the transition from public to private so seamless. He has built an impressive franchise over the past 17 years and we wish him well in his future endeavors".
Apollo was advised by Willis Towers Watson and Libero Ventures and Sidley Austin LLP served as its legal counsel on this transaction. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as financial advisors to Aspen and Willkie Farr & Gallagher LLP served as its legal counsel on this transaction.
- ENDS -
NOTES TO EDITORS:
About Apollo
Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo. Apollo had assets under management of approximately $280 billion as of December 31, 2018 in private equity, credit and real assets funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please visit
www.apollo.com
.
About Aspen Insurance Holdings Limited
Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through wholly-owned subsidiaries and offices in Australia, Bermuda, Canada, Ireland, Singapore, Switzerland, the United Arab Emirates, the United Kingdom and the United States. For the year ended December 31, 2018, Aspen reported $12.5 billion in total assets, $7.1 billion in gross reserves, $2.7 billion in total shareholders' equity and $3.4 billion in gross written premiums. Aspen's operating subsidiaries have been assigned a rating of "A" by Standard & Poor's Financial Services LLC ("S&P"), an "A" ("Excellent") by A.M. Best Company Inc. ("A.M. Best") and an "A2" by Moody's Investors Service, Inc. ("Moody's"). For more information about Aspen, please visit
www.aspen.co
.
About Mark Cloutier
Mark Cloutier has over 35 years of experience working in the international insurance and reinsurance sector in multiple jurisdictions and most recently, he served as Executive Chairman and Chief Executive Officer of the Brit Group. Prior to this, he held a number of CEO and senior executive positions, including CEO of the Alea Group, CEO of Overseas Partners Re and President of E.W. Blanch Insurance Services Inc. He has been a member of the Franchise Board and Audit committee of the Society of Lloyd's since February 2015 and was appointed to the Nominations and Governance Committee in February 2017. During his career, Mark has worked with a variety of private equity investors including Apollo Management International LP, CVC Capital Partners, Kohlberg Kravis Roberts (KKR) and Fortress.
2
Cautionary Statement Regarding Forward-Looking Statements:
This communication and other written or oral statements made by or on behalf of Aspen contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are made under the "safe harbor" provisions of The Private Securities Litigation Reform Act of 1995. In particular, statements using words such as "may", "seek", "will", "likely", "assume", "estimate", "expect", "anticipate", "intend", "believe", "do not believe", "aim", "predict", "plan", "project", "continue", "potential", "guidance", "objective", "outlook", "trends", "future", "could", "would", "should", "target", "on track" or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. Forward-looking statements reflect Aspen's current views, plans or expectations with respect to future events and financial performance. They are inherently subject to significant business, economic, competitive and other risks, uncertainties and contingencies. The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by Aspen or any other person that current plans or expectations will be achieved. Forward-looking statements speak only as of the date on which they are made, and Aspen undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.
There are or will be important factors that could cause actual results to differ materially from those expressed in any such forward-looking statements, including but not limited factors affecting future results disclosed in Aspen's filings with the SEC, including but not limited to those discussed under Item 1A, "Risk Factors", in Aspen's Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein by reference.
CONTACTS:
For Apollo Global Management
For investors please contact:
Gary M. Stein
Head of Corporate Communications
Apollo Global Management, LLC
(212) 822-0467
gstein@apollo.com
For media enquiries please contact:
Charles Zehren
Rubenstein Associates, Inc. for Apollo Global Management, LLC
(212) 843-8590
czehren@rubenstein.com
For Aspen Insurance Holdings
For investors please contact:
Mark Jones, +1 646-289-4945
Senior Vice President, Investor Relations
mark.p.jones@aspen.co
For media enquiries please contact:
Steve Colton, +44 20 7184 8337
Global Head of Communications
steve.colton@aspen.co
3

label: fund

text: Apollo Global Management

override: fund

text:
Aspen
Mark

text: Aspen

override: organization

text: Apollo Funds

text: Apollo Global Management, LLC

text: Aspen

text: Aspen

text: Apollo Funds

text: Aspen

text: Aspen

text: Apollo Funds

text: Aspen

text: Aspen

text: Apollo Funds

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Alex Humphreys

text: Aspen

text: Alex Humphreys

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Willis Towers Watson

text: Libero Ventures

text: Sidley Austin LLP

text: Goldman Sachs & Co. LLC

text: J.P. Morgan Securities LLC

text: Aspen

text: Willkie Farr & Gallagher LLP

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Aspen

text: Apollo Global Management

text: Apollo Global Management, LLC

text: Apollo Global Management, LLC

text: Aspen


text:
EX-99.1
29
v028643_ex99-1.htm
Unassociated Document
ETERNAL
ENERGY CORP. COMPLETES ACQUISITION OF PARTICIPATION
RIGHTS TO A JOINT VENTURE
IN OIL AND GAS EXPLORATION
Littleton,
Colorado November 9, 2005: Eternal Energy Corp.,-OTC: EERG (formerly known
as
Golden Hope Resources Corp. (GHPR)) announced
that it had completed an acquisition of rights to acquire a fifty percent
interest in a joint venture with Eden Energy Corp., a Nevada corporation,
for
acquiring oil and gas leases and drilling wells to explore oil and
natural gas reserves on the Big Sand Spring Valley Prospect located in eastern
Nevada. The oil and gas leases cover approximately 82,184 gross acres of
property in Nye County, Nevada. The acquisition was completed through the
merger
of the company's wholly owned subsidiary into the company, with the company as
the surviving corporation, effective on November 7, 2005. Pursuant to the
terms
of a purchase and sale agreement with Merganser Limited, the company will
issues
shares of its common stock to Merganser, based on net proved oil reserves,
in
exchange for all of Merganser's rights and interests to participate in the joint
venture. Under the terms of the participation agreement between Eden and
Merganser, after the initial consideration to Eden is fully paid, all subsequent
costs are to be borne fifty percent by Eden and fifty percent by Merganser
and
ownership of the oil leases and any additional acreage will be owned fifty
percent by Merganser and fifty percent by Eden. As a result of the transaction,
the company acquired all of Merganser's rights under the participation agreement
with Eden.
The
company also announced that it raised approximately $1,126,000 of financing
in a
private placement from issuance of its common stock and warrants to purchase
common stock to accredited investors. The private placement closed on November
7, 2005. The proceeds will be used to pay for a portion of the consideration
in
the acquisition of the rights to the joint venture and the remaining proceeds
will be used for general working capital. None
of
the shares of common stock or the shares underlying the warrants was registered
under the Securities Act of 1933. Accordingly, none of such shares
may be
offered or sold in the United States, except pursuant to an effective
registration statement or an applicable exemption from the registration
requirements of the Securities Act. The Company has agreed to file
a
registration statement covering the resale by the investors of the
shares.
This
press release shall not constitute an offer to sell or the solicitation
of an
offer to buy the common stock. This private placement was made
by the
Company and any opportunity to participate in the private placement was
available to a very limited group of accredited investors.
About
Eternal Energy Corp.:
Eternal
Energy Corp. (formerly known as Golden Hope Resources Corp.) is an exploration
stage oil and gas company engaged in the exploration for petroleum and natural
gas in the State of Nevada. The corporation was incorporated in the Nevada
on
July 25, 2003 to engage in the acquisition, exploration and development of
natural resource properties.
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this press release
contains statements that are forward-looking, such as statements related
to the
future anticipated direction of the industry, plans for future expansion,
various business development activities, planned capital expenditures, future
funding sources, anticipated sales growth, and potential contracts. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking statements
made by, or on behalf of Eternal Energy Corp. These risks and uncertainties
include, but are not limited to, those relating to development and expansion
activities, dependence on existing management, financing activities, and
domestic and global economic conditions.
Contact:
Eternal
Energy Corp.
Attention:
Bradley M. Colby
Phone:
(303) 385-1230

text: Golden Hope Resources Corp.

text: Eden Energy Corp.

text: Merganser Limited

text: Golden Hope Resources Corp.


text:
EX-99.2
3
q12016jvaccountingout99c.htm
EXHIBIT 99.2
q12016jvaccountingout99c
| AMD JOINT VENTURE ACCOUNTING TREATMENT | APRIL 29, 2016 1  The ATMP JV will be accounted for under the equity method of accounting after close.  AMD's investment in the ATMP JV will be initially recorded at fair value on the balance sheet and going forward will be adjusted upwards or downwards based on our equity income or loss under the equity method of accounting.  Income Statement: A one-time gain will be recorded on AMD's income statement related to the JV in Q2 2016. - The gain recorded will represent excess of cash received over the net book value of the net assets disposed of, the excess of the fair value of retained interest in the JV over the net book value of the retained interest and net of transaction expenses. - Such gain will be recorded below Operating Income (Loss), in the Other Income (Expense), net, line of our income statement.  Income Statement: Equity income (loss) of investee - AMD's share of 15% in the ATMP JV's net income or loss will be recognized as part of the "Equity income (loss) of investee" line item in AMD's income statement.  Balance Sheet - Upon close, all accounts related to the ATMP JV on AMD's consolidated balance sheet will be collapsed into one line called "Investment in ATMP Joint Venture", a non-current asset. - Assets and Liabilities held for sale will be reduced to zero. AMD'S ACCOUNTING TREATMENT OF THE SALE OF A MAJORITY OF THE EQUITY INTERESTS IN AMD TECHNOLOGIES (CHINA) CO. LTD. AND ADVANCED MICRO DEVICES EXPORT SDN. BHD.
| AMD JOINT VENTURE ACCOUNTING TREATMENT | APRIL 29, 2016 2 AMD STATEMENT OF OPERATIONS ADVANCED MICRO DEVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Millions except per share amounts and percentages) Three Months Ended June 25, 2016 Net revenue Cost of sales Gross margin Gross margin % Research and development Marketing, general and administrative Amortization of acquired intangible assets Restructuring and other special charges, net Licensing gain Operating income (loss) Interest expense Other income (expense), net Income (loss) before equity income (loss) and income taxes Equity income (loss) of investee Provision for income taxes Net income (loss) Net earnings (loss) per share
| AMD JOINT VENTURE ACCOUNTING TREATMENT | APRIL 29, 2016 3 AMD BALANCE SHEET ADVANCED MICRO DEVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Millions) June 25, 2016 Assets Current assets: Cash and cash equivalents Accounts receivable, net Inventories, net Prepayment and other - GLOBALFOUNDRIES Prepaid expenses Other current assets Total current assets Property, plant and equipment, net Investment in ATMP Joint Venture Goodwill Other assets Total Assets Liabilities and Stockholders' Equity (Deficit) Current liabilities: Short-term debt Accounts payable Payable to GLOBALFOUNDRIES Accrued liabilities Other current liabilities Deferred income on shipments to distributors Total current liabilities Long-term debt Other long-term liabilities Stockholders' equity (deficit): Capital stock: Common stock, par value Additional paid-in capital Treasury stock, at cost Accumulated deficit Accumulated other comprehensive loss Total Stockholders' equity (deficit) Total Liabilities and Stockholders' Equity (Deficit)

text: AMD

text: ATMP JV

text: AMD

text: ATMP JV

text: AMD

text: AMD

text: ATMP JV

text: AMD

text: ATMP JV

text: AMD

text: AMD

text: AMD

text: AMD

text: AMD

text: ADVANCED MICRO DEVICES, INC.

text: AMD

text: AMD

text: ADVANCED MICRO DEVICES, INC.


text:
EX-99
3
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
NEWS RELEASE
Gray Closes Hoak Acquisition and Completes Refinancing of its Senior Credit Facility
Atlanta, Georgia - June 13, 2014... Gray Television, Inc. ("Gray", "we", "us" or "our") (NYSE: GTN and GTN.A)
today announced that it completed a series of transactions (the "Hoak Acquisition") that resulted in Gray acquiring 12 television stations and programming of three additional television stations from Hoak Media, LLC ("Hoak") and Parker Broadcasting, Inc. ("Parker"). In addition, Gray completed the refinancing of its senior credit facility, which now consists of a seven-year $525 million term loan facility and a five-year $50 million revolving credit facility. The proceeds from the term loan were used primarily to complete the Hoak Acquisition for approximately $306 million including working capital adjustments and to refinance $159 million outstanding under our previously existing term loan, pay transaction fees and expenses, and for other general corporate purposes. We did not draw any amounts under the refinanced revolving credit facility.
The Hoak Acquisition significantly expanded Gray's growing portfolio of market-leading owned and/or operated television stations with the acquisition of the following television stations:
STATION
AFFILIATION
MARKET
MARKET
RANK
KSFY
ABC
Sioux Falls, SD
111
KABY*
ABC
Sioux Falls, SD
111
KPRY*
ABC
Sioux Falls, SD
111
KVLY
NBC
Fargo-Valley City, ND
116
KNOE
CBS
Monroe- El Dorado, LA
137
KFYR
NBC
Minot-Bismarck-Dickinson, ND
145
KMOT*
NBC
Minot-Bismarck-Dickinson, ND
145
KUMV*
NBC
Minot-Bismarck-Dickinson, ND
145
KQCD*
NBC
Minot-Bismarck-Dickinson, ND
145
KALB
NBC/CBS
Alexandria, LA
179
KNOP
NBC
North Platte, NE
208
KIIT-LP
FOX
North Platte, NE
208
* satellite station
When announcing the Hoak Acquisition on November 20, 2013, Gray reported that Excalibur Broadcasting, LLC ("Excalibur") would acquire five television stations in existing or future Gray markets from Hoak, Parker, and Prime Cities Broadcasting, Inc. ("Prime Cities"), and that Gray would operate these stations through shared services agreements. As a result of new FCC policies announced and imposed after the parties entered into those agreements, Excalibur and its counter-parties have abandoned those transactions.
4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.gray.tv
Nevertheless, Gray has secured alternative agreements with Hoak, Parker, and Prime Cities whereby Gray will be able to attain the economic benefits sought in the original set of agreements. In particular:
●
KHAS-TV, Lincoln-Hastings, Nebraska: Late last night, KHAS-TV ceased broadcasting. This morning, Hoak transferred to Gray all of the station's affiliation, programming, and operational agreements, as well as its tower, studio, and other tangible and intangible assets other than its FCC license and transmission equipment. At the same time, Gray hired KHAS-TV's employees. To preserve and expand NBC programming in the market, Gray launched a new "NBC Nebraska" service on the primary channel of one of its own stations in the Lincoln-Hastings, Nebraska market, KSNB-TV. To accommodate the new NBC service on KSNB-TV's primary channel, Gray moved the station's pre-existing program line-up consisting of MeTV Network, My Network, local news and other programming to KSNB-TV's channel 4.2.
●
KNDX-TV/KXND-TV, Minot-Bismarck, North Dakota: Last month, Gray announced that it had acquired certain assets associated with KNDX-TV and KXND-TV, the Prime Cities stations operating as the Fox affiliate for the Minot-Bismarck, North Dakota market. Late last night, Prime Cities ceased broadcasting KNDX-TV in Bismarck and KXND-TV in Minot. Prime Cities, however, continued regular broadcasts on its low power stations in the Minot-Bismarck market, which are operated by Gray pursuant to a local marketing agreement until Gray completes its acquisition of the licenses of these low power stations.
Early this morning, KFYR-TV and the other NBC affiliated stations acquired by Gray in the Minot-Bismarck market began simulcasting the signals of the low power stations on their multicast channels. Consequently, the Fox and other programming previously offered by Prime Cities are now available from the Gray-owned and NBC affiliated stations in the market. The Fox operation will continue to be known as "KNDX" and "Western Dakota Fox".
●
KXJB-TV (CBS) Fargo, North Dakota, and KAQY-TV (ABC), Monroe, Louisiana. As a result of the Hoak Acquisition, Gray assumed essentially all of Hoak's contracts. Included in those contracts were Hoak's rights to provide back-office services and limited programming to Parker's KXJB-TV and KAQY-TV through the former Hoak (now Gray) television stations located in Fargo and Monroe, respectively.
Gray has now closed on all previously announced transactions, other than its proposed acquisition of three television stations in Montana for approximately $2.0 million announced on May 7, 2014. (Gray operates two of these stations through a pre-closing local marketing agreement and sells advertising for the third station through a pre-existing joint sales agreement.) Including these Montana television stations, Gray now owns and/or operates television stations in 42 television markets broadcasting 139 program streams including 75 affiliates of the Big Four networks (ABC, CBS, NBC and FOX). We own and/or operate the number-one ranked television station in 28 of those 42 markets and the number-one or number-two ranked television station operations in 38 of those 42 markets.
Wells Fargo Securities, LLC served as financial advisor and Cooley LLP served as primary legal counsel for Gray on the Hoak transactions. Jack Goodman served as legal counsel for Excalibur. Moelis & Company LLC served as financial advisor and Akin Gump Strauss Hauer and Feld, LLP served as primary legal counsel for Hoak. Kepper, Tupper & Company served as financial advisor and Denton served as primary legal counsel for Prime Cities.
Page 2 of 3
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets
1
served as the lead arrangers for Gray's amended senior credit facility, and Jones Day served as principal legal counsel to Gray for the financing transactions.
About Gray Television, Inc.
We are a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates television stations and leading digital assets in markets throughout the United States. Upon completion of all pending transactions, we will own and/or operate television stations in 42 television markets broadcasting 139 program streams including 75 affiliates of the Big Four networks (ABC, CBS, NBC and FOX). At that time, our owned and/or operated stations will include twenty-seven channels affiliated with the CBS Network, twenty-four channels affiliated with the NBC Network, fourteen channels affiliated with the ABC Network and ten channels affiliated with the FOX Network. We will then own and/or operate the number-one ranked television station in 28 of those 42 markets and the number-one or number-two ranked television station operations in 38 of those 42 markets. We will reach approximately 7.4 percent of total United States television households.
Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act
This press release contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These "forward-looking statements" are not statements of historical facts, and may include, among other things, statements about our recently completed and pending acquisitions. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. All information set forth in this release is as of June 13, 2014. We do not intend, and undertake no duty, to update this information to reflect future events or circumstances. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations", in our Annual Report on Form 10-K for the year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each of which is on file with the U.S. Securities and Exchange Commission ("SEC") and available at the SEC's website at www.sec.gov, as well as future reports we file with the SEC.
CONTACTS:
Hilton H. Howell, Jr., President and Chief Executive Officer, 404-266-5512
Jim Ryan, Senior Vice President and Chief Financial Officer, 404-504-9828
Kevin P. Latek, Senior Vice President, Business Affairs, 404-266-8333
Web Site: www.gray.tv
1
RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.
Page 3 of 3

text: Gray

text: Hoak

text: Gray Television, Inc.

text: Gray

text: Hoak

text: Gray

text: Hoak Media, LLC

text: Hoak

text: Parker Broadcasting, Inc.

text: Gray

text: Hoak

text: Hoak

text: Gray

text: Hoak

text: Gray

text: Gray

text: Hoak

text: Gray

text: Gray

text: Hoak

text: Gray

text: Hoak

text: Gray

text: Gray

text: Gray

text: Gray

text: Gray

text: Gray

text: Gray

text: Gray

text: Hoak

text: Gray

text: Hoak

text: Hoak

text: Hoak

text: Gray

text: Gray

text: Gray

text: Gray

text: Wells Fargo Securities, LLC

text: Cooley LLP

text: Gray

text: Hoak

text: Moelis & Company LLC

text: Akin Gump Strauss Hauer and Feld, LLP

text: Hoak

text: Kepper, Tupper & Company

text: Denton

text: Wells Fargo Securities, LLC

text: Gray

text: Jones Day

text: Gray

text: Gray Television, Inc.


text:
EX-99.1
3
v422343_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
American Realty Capital Hospitality Trust
Acquires 10 Hotels for $150 Million
Acquisition increases ARC Hospitality's
current lodging portfolio to 132 hotels
totaling 16,014 rooms across 32 states
Transaction Represents First 10 of Previously
Announced Acquisitions of 44 Hotels
New York, New York, October 20, 2015
- American Realty Capital Hospitality Trust, Inc. ("ARC Hospitality" or the "Company") announced today
that it has completed its previously announced acquisition of 10 hotels for a purchase price of $150.1 million from Summit Hotel
Properties (NYSE:INN) ("Summit"), a publicly-traded hotel real estate investment trust. This transaction represents
the first 10 of 26 hotels that the Company announced it will be acquiring from Summit for a total purchase price of $347.4 million.
In addition, ARC Hospitality currently has another 18 hotels under contract with unrelated Sellers for $392.4 million. ARC Hospitality
intends to close on all of the acquisitions during the next eight months consistent with previous announcements, for an aggregate
of 44 hotels.
The 10 hotels announced today are all branded
with Marriott International and Hilton Hotels & Resorts and are located in Baton Rouge, Louisiana; Flagstaff, Arizona; Fort
Wayne, Indiana; Medford, Oregon and El Paso, Texas. The acquisition increases ARC Hospitality's current lodging portfolio
to 132 hotels totaling 16,014 rooms across 32 states.
"We are delighted to acquire these
high-quality, stabilized lodging properties with strong brand affiliations from Summit", commented Jonathan P. Mehlman, Chief
Executive Officer of ARC Hospitality. "This transaction shows that we are continuing to execute our focused strategy of acquiring
market-leading select service hotels with strong brands and durable cash flows. We look forward to continuing to work with Dan
Hansen and his management team on closing the additional hotel properties we have under contract".
Edward Hoganson, Chief Financial Officer
of the Company, added, "These 10 hotels have all delivered robust year-over-year financial performance, and possess strong
operating fundamentals that we expect will continue to drive our future growth. Management of these properties will be divided
amongst our affiliated hotel operator, Crestline Hotels & Resorts, and Interstate Hotels & Resorts, which currently operates
several of the hotels we are acquiring from Summit. We are excited to broaden our scope of property manager relationship with Interstate
Hotels & Resorts while continuing to draw upon Crestline's proven management performance".
As previously announced, ARC Hospitality
financed the acquisition of these hotels with a draw on its $450 million term loan facility, which was co-arranged by Deutsche
Bank AG New York Branch, Deutsche Bank Securities, Inc. and BMO Capital Markets.
About ARC Hospitality
ARC Hospitality is a publicly registered,
nontraded real estate investment trust ("REIT"). ARC Hospitality's investment strategy focuses on acquiring stable, institutional
quality and strategically located lodging properties in North America branded by premium national hotel brands. For more information
on ARC Hospitality, please contact your financial professional or visit the website: www.ARCHospitalityREIT.com (http://www.archospitalityreit.com).
Important Notice
The statements in this press release
that are not historical facts may be forward-looking statements. These forwardlooking statements involve risks and
uncertainties that could cause the outcome to be materially different. In addition, words such as "will,"
"should", "may", "anticipate", "believe", "expect" and
"intend" indicate a forwardlooking statement, although not all forwardlooking statements include these words.
This press release also contains estimates and information concerning our industry, including market position, market size,
and growth rates of the markets in which we participate, that are based on industry publications and reports. This
information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these
projections. We have not independently verified the accuracy or completeness of the data contained in these industry
publications and reports. Actual results may differ materially from those contemplated by such forwardlooking statements and
projections due to certain factors, including ARC Hospitality's ability to make investments in a timely manner or on
acceptable terms; ARC Hospitality's ability to complete its pending acquisitions of hotels on the current
terms, or at all; the effect of general market, real estate market, economic and political conditions, including
the recent economic slowdown and dislocation in the global credit markets; ARC Hospitality's ability to make
scheduled payments on its debt and preferred equity obligations; ARC Hospitality's ability to generate sufficient
cash flows to make distributions to its stockholders; the degree and nature of ARC Hospitality's competition;
the availability of qualified personnel at ARC Hospitality's advisor, property manager, Crestline Hotels & Resorts,
which ARC Hospitality refers to as its subproperty manager, and dealer manager; and ARC Hospitality's ability to
qualify and maintain qualification as a REIT. Additional factors that may affect future results are contained in ARC
Hospitality's filings with the Securities and Exchange Commission (the "SEC"), which are available at
the SEC's website at www.sec.gov (http://www.sec.gov). Further, forwardlooking statements, estimates or projections
speak only as of the date they are made, and ARC Hospitality undertakes no obligation to update or revise forwardlooking
statements or estimates to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating
results over time, unless required by law.
Investor Contacts:
Tim Cifelli
Andrew G. Backman
Jonathan P. Mehlman
President
Managing Director
President & CEO
DDCworks
Investor Relations/Public Relations
ARC Hospitality
tcifelli@ddcworks.com
abackman@arlcap.com
jmehlman@arlcap.com
(484) 342-3600
(917) 475-2135
(212) 415-6500

text: ARC Hospitality

text: ARC Hospitality

text:
Summit Hotel
Properties

text: Summit

text: Summit

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: Summit

text: Jonathan P. Mehlman

text: ARC Hospitality

text: Edward Hoganson

text: Summit

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text: ARC Hospitality

text:
ARC
Hospitality

text: ARC Hospitality

text: Jonathan P. Mehlman

text: ARC Hospitality


text:
EX-99.01
18
ex99-01.htm
EXHIBIT 99.01
ex99-01.htm
Exhibit 99.01
December 23, 2011
BLACKWATER MARYLAND, L.L.C. ANNOUNCES ACQUISITION OF SALISBURY MARYLAND TERMINAL FACILITY
NEW ORLEANS -(BUSINESS WIRE)--Blackwater Maryland, L.L.C., a wholly owned subsidiary of Blackwater Midstream Corp. (OTCBB:BWMS) announces that it has finalized the acquisition of a storage terminal facility in Salisbury, Maryland for $1.6 million. The closing date of the acquisition was December 22, 2011 and was 100% financed by Blackwater Midstream's existing senior lender.
The Salisbury site consists of 177,000 barrels of storage capacity on twenty-six acres of property located on the Wicomico River. The site is accessible by inland barges and tanktrucks. There is space available within the existing facility to build an additional 100,000 barrels of capacity at the site. Mike Suder, Blackwater Midstream Corp.'s Chief Executive Officer stated, "We are pleased to announce that we have completed our acquisition of a terminal facility in Salisbury, Maryland. Adding this site is a continuation of our strategic plan to acquire underutilized terminal assets and expanding the capabilities to meet our customer's product distribution requirements. This is the same model that we have very successfully implemented at our two previous acquisitions in Westwego, Louisiana and Brunswick, Georgia. In fact, we are currently in the planning process for additional tank capacity at both of those locations." Frank Marrocco, Chief Commercial Officer of Blackwater Midstream Corp. stated, "Our newly acquired Salisbury terminal is a key component in the supply chain that services the Delmarva region's petroleum product demand. Our primary focus is to ensure that our customer's requirements are met by providing our outstanding customer service that ultimately supports their business plan. In addition to the petroleum handling capabilities at the site, we are in discussions with other potential customers that have indicated an interest in storing non-petroleum products".
Blackwater Midstream Corp. is an independent operator of bulk liquid storage terminals including facilities in the Port of New Orleans in Westwego, Louisiana and in the Port of Brunswick, Georgia. The Westwego facility consists of 857,000 barrels of storage capacity, while the Brunswick facility has a total of 161,000 barrels, with both sites capable of storing a wide variety of liquid products. Both sites offer modal access for product distribution via marine, rail, and truck. Blackwater Midstream is a member of the International Liquid Terminal Association.
The information in this press release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to prospective acquisitions or anticipated future results. Forward-looking statements relate to expectations or forecasts of future events. Blackwater Midstream does not assume the obligation to update any forward-looking statement. Many factors could cause actual results to differ materially from Blackwater Midstream's forward-looking statements, including market forces, economic factors, the availability of capital and credit, current and future competition and other uncertainties. For further details about these and other factors that may impact the forward-looking statements, see Blackwater Midstream's Securities and Exchange Commission filings, including the "Risk Factors" in the Annual Report on Form 10-K. This discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in our Quarterly Report on Form 10-Q as of September 30, 2011 and our audited financial statements and notes included in our Annual Report on Form 10-K as of and for the year ended March 31, 2011. For more information, please reference our website at www.BlackwaterMidstream.com
Contact:
Michael Suder at 504-340-3000 or 201-290-8369
CEO, Blackwater Midstream Corp.
660 LaBauve Drive, Westwego, LA 70094 Tel (504) 340-3000 Fax (504) 340-9406
www.blackwatermidstream.com

text: BLACKWATER MARYLAND, L.L.C.

text: Blackwater Maryland, L.L.C.

text: Blackwater Midstream Corp.

text: Blackwater Midstream Corp.

text: Frank Marrocco

text: Blackwater Midstream Corp.

text: Blackwater Midstream Corp.

text: Blackwater Midstream Corp.


text:
EX-99
3
ex99.htm
EXHIBIT 99
Information Architects Announces the Acquisition of GWIB CO LLC
Information Architects Announces the Acquisition of GWIB CO LLC
July 26, 2006 11:26 AM ET
Information Architects (OTCBB: IACH), a leader in online information solutions, today announced that they have added a state-of-the-art contact center to their operations through the acquisition of GWIB CO LLC.
GWIB Co is a leading-edge provider of contact center services and comprehensive customer relationship management (CRM) solutions. GWIB provides a highly effective communications portal The Company brings a solid and experienced core management team that has a great deal of expertise in contact center development, sales generation, business operations and business expansion. The team has worked extensively in telephony administration, network setup and administration. GWIB is positioned to be one of the top tier contact centers in the Caribbean
"With the acquisition of GWIB, Information Architects can now offer a complete set of customer-centric services. This acquisition also means the most comprehensive offering of on-demand CRM solutions available, giving our customers the confidence of knowing that their investments will be properly supported", said Todd K. Morgan, CEO of Information Architects.
"With the combined talents and technologies of GWIB, anywhere you are and whatever the issue, they're ready to respond with the problem solving expertise you need. You can expect faster turnaround times on problem resolution and the efficiency of a single point of contact for all your support needs. We are very pleased to add GWIB to our portfolio of companies", stated Jon Grinter, President of Information Architects.
About Information Architects
IA (www.ia.com) and its affiliates have been developing, delivering and supporting products that fulfill specific needs in a wide variety of industries. These solutions have been delivered over the web and are intended to reach a wider audience that would not normally have access to these services. Through its portfolio of companies IA is able to expand its reach to a larger and more diverse audience. Information Architects has recently expanded its operations to a variety of industries by offering a more comprehensive list of products and services gained through recent acquisitions.
Release Disclaimer
The statements contained in this press release contain certain forward-looking statements, including statements regarding Information Architect's expectations, intentions, strategies and beliefs regarding the future. All statements contained herein are based upon information available to Information Architect's management as of the date hereof and actual results may vary based upon future events, both within and without the control of Information Architect's management.
For more information, please contact:
Jon Grinter
954-561-7321
Or
Media Relations
Collette Clarke

text: Information Architects

text: GWIB CO LLC

text: Information Architects

text: GWIB CO LLC

text: Information Architects

text: GWIB CO LLC

text: GWIB

text: GWIB

text: GWIB

text: Information Architects

text: Todd K. Morgan

text: Information Architects

text: GWIB

text: GWIB

text: Jon Grinter

text: Information Architects

text: Information Architects

text: Information Architects

text: Jon Grinter


text:
EX-99.1
5
d244314dex991.htm
PRESS RELEASE DATED OCTOBER 17, 2011
Press Release dated October 17, 2011
Exhibit 99.1
NEWS RELEASE
Contacts:
R. Jeffrey Williams
Scott Brittain
Chief Financial Officer
Corporate Communications Inc.
O'Charley's Inc.
(615) 254-3376 ext. 308
(615) 782-8982
O'CHARLEY'S INC. COMPLETES $105 MILLION SALE-LEASEBACK
TRANSACTION
Will Use Sale-Leaseback Net Proceeds and Available Cash to Redeem
$115.2 Million Senior Notes at Par
Enters New 5-Year Revolving Credit Facility
NASHVILLE, Tenn., Oct. 17, 2011 -
O'Charley's Inc. (NASDAQ: CHUX) today announced that it has completed a sale-leaseback of 50
O'Charley's
restaurant properties, which produced gross proceeds of approximately $105 million. The Company is using the net
proceeds from the sale-leaseback of approximately $103.8 million and approximately $11.4 million of available cash to redeem at par all of its $115.2 million principal amount of 9% senior subordinated notes due November 2013 (the "Senior
Notes"), leaving the Company with virtually no long-term debt on its balance sheet. The properties were purchased by STORE Capital, an institutionally funded, single-tenant real estate investment trust based in Scottsdale, AZ,
(
www.storecapital.com
) founded by a veteran management team including Mort Fleischer and Chris Volk.
The impact of the
two transactions will be a decrease in annual interest expense associated with the Senior Notes of approximately $10.0 million which will be offset by approximately $8.8 million of incremental annual rent expense. The full impact of these changes
will be reflected in the Company's 2012 results.
O'Charley's Inc. President and CEO, David W. Head, commented,
"As a result of this 20-year sale-leaseback, we believe we have significantly strengthened our financial position. In addition, by monetizing approximately half of our real estate portfolio and locking in more favorable long term
financing, the transaction increases our flexibility in a difficult operating environment".
The Company also announced
that it has entered into an Amended and Restated Credit Agreement with its existing banks, under which it has reduced its revolving credit facility to $30 million from $45 million and extended the facility's term to 2016. While the
facility's terms are
- MORE -
CHUX Completes $105 Million Sale-Leaseback
Page 2
October 17, 2011
substantially consistent with the relevant terms of the prior facility, which was to mature in August 2013, the Company is permitted capital expenditures for restaurant remodels and expansion
under the new facility of up to $5 million for 2011 and up to 35% of EBITDA (as defined) for 2012 and the years thereafter.
Safe Harbor
Provisions
The forward looking statements in this press release and statements made by or on behalf of the Company
relating hereto, including those containing words like "forecast", "expect", "project", "believe", "may", "could", "anticipate", and "estimate", are subject to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be affected by certain risks and uncertainties, including, but not limited to, the deterioration in the United States economy and the
related adverse effect on the Company's sales of decreased consumer spending; the Company's ability to achieve its internal forecasts of sales and profitability; the Company's ability to comply with the terms and conditions of its
financing agreements; the Company's ability to maintain or increase operating margins and comparable sales at its restaurants; the effect that increases in food, labor, energy, interest costs and other expenses have on our results; the effect
of increased competition; the Company's ability to sell or sublease closed restaurants and other surplus assets; and the other risks described in the Company's filings with the Securities and Exchange Commission. In light of the
significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by us that our objectives, plans and projected results of operations will be achieved
and the Company's actual results could differ materially from such forward-looking statements. The Company does not undertake any obligation to publicly release any revisions to the forward-looking statements contained herein to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
About O'Charley's Inc.
O'Charley's Inc., headquartered in Nashville, Tennessee, is a multi-concept restaurant company that operates or
franchises a total of 342 restaurants under three brands:
O'Charley's, Ninety Nine Restaurant
, and
Stoney River Legendary Steaks
. The
O'Charley's
concept includes 227 restaurants in 18 states in the Southeast
and Midwest, including 221 company-owned and operated
O'Charley's
restaurants, and 6 restaurants operated by franchisees. The menu, with an emphasis on fresh preparation, features several specialty items, such as hand-cut and aged
USDA choice steaks, a variety of seafood and chicken, freshly baked yeast rolls, fresh salads with special-recipe salad dressings and signature caramel pie. The
Ninety Nine
concept includes 105 restaurants throughout New England and upstate
New York.
Ninety Nine
has earned a strong reputation as a friendly, comfortable place to gather and enjoy great American food and drink at a terrific price. The menu features a wide selection of appetizers, salads, sandwiches, burgers,
entrees and desserts. The
Stoney River Legendary Steaks
concept includes 10 restaurants in six states in the Southeast and Midwest. This steakhouse concept appeals to both upscale casual-dining and fine-dining guests by offering high-quality
food and attentive customer service typical of high-end steakhouses, but at more moderate prices.
- END -

text: Scott Brittain

text: O'Charley's Inc.

text: O'CHARLEY'S INC.

text: O'Charley's Inc.

text: STORE Capital

text: O'Charley's Inc.

text: O'Charley's Inc.

text: O'Charley's Inc.


text:
EX-99
2
tsc-pressrelease3x5x2014.htm
EXHIBIT
TSC-Press Release 3-5-2014
EXHIBIT 99
FOR IMMEDIATE RELEASE
TRISTATE CAPITAL CLOSES ACQUISITION OF CHARTWELL INVESTMENT PARTNERS
PITTSBURGH, March 5, 2014 - TriState Capital Holdings, Inc. (NASDAQ: TSC) today closed its previously announced acquisition of Chartwell Investment Partners, L.P., an investment management firm with about 150 institutional clients and $7.5 billion in assets under management as of Dec. 31, 2013.
"We've executed on our strategy to identify and complete the acquisition of a successful and proven investment manager, deploying a significant portion of the capital that shareholders invested with us via our initial public offering last year", TriState Capital Chief Executive Officer James F. Getz said. "Chartwell's employees, institutional clients and the financial intermediaries who are part of TriState Capital's national referral network have responded very enthusiastically since we announced our plans in January. We're excited to be supporting the continued growth and success of the Chartwell team as part of TriState Capital".
"We are very pleased to complete this transaction and to officially be joining the TriState Capital team", said Chartwell Chief Executive Officer Timothy J. Riddle. "We look forward to providing our clients with the same quality of service and professionalism that they have received from us in the past, as well as helping TriState Capital to expand its product offerings with its financial intermediary, corporate and other institutional clients".
Chartwell provides advisory and sub-advisory investment management services primarily to institutional plan sponsors such as public mutual funds, corporations, Taft-Hartley funds, endowments and foundations. Its entire team of more than 40 employees joined TriState Capital at closing, and the investment management business will continue to operate from its Berwyn, Pa., offices under the Chartwell brand. TriState Capital Bank's Eastern Pennsylvania regional team and commercial banking office will continue to be located in nearby Villanova.
TriState Capital's legal advisor on the transaction is Keevican Weiss Bauerle & Hirsch LLC. Stephens Inc. served as financial advisor and provided a fairness opinion to TriState Capital. Chartwell's legal advisor is Pepper Hamilton LLP.
ABOUT TRISTATE CAPITAL
TriState Capital Holdings, Inc. (NASDAQ: TSC) is a bank holding company headquartered in Pittsburgh, Pa., providing commercial banking, private banking and investment management services to middle-market companies, institutional clients and high-net-worth individuals. Its TriState Capital Bank subsidiary has approximately $2.3 billion in assets, as of Dec. 31, 2013, and serves middle-market commercial customers through regional offices in Pittsburgh, Philadelphia, Cleveland, Princeton, N.J., and New York City, as well as high-net-worth individuals nationwide through its national referral network of financial intermediaries. Its Chartwell Investment Partners subsidiary has $7.5 billion in assets under management, as of Dec. 31, 2013, and serves TriState Capital's financial intermediary network and some 150 institutional clients. For more information, please visit http://investors.tristatecapitalbank.com.
FORWARD LOOKING STATEMENTS
This press release includes "forward-looking" statements related to TriState Capital that can generally be identified as describing TriState Capital's future plans, objectives or goals. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those currently anticipated. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For further information about the factors that could affect TriState Capital's future results, please see the company's most recent annual report on Form 10-K, as well as its most-recent quarterly report filed on Form 10-Q.
###
MEDIA CONTACTS
Jack Horner
267-932-8760, ext. 302
412-600-2295 (mobile)
jack@hornercom.com
1
EXHIBIT 99
Mike Gross
267-932-8760, ext. 310
856-628-6169 (mobile)
mike@hornercom.com
INVESTOR RELATIONS CONTACT
Brian Fetterolf
412-304-0451
investorrelations@tscbank.com
2

text: TRISTATE CAPITAL

text: TriState Capital

text: Chartwell Investment Partners, L.P.

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: Keevican Weiss Bauerle & Hirsch LLC

text: Stephens Inc.

text: TriState Capital

text: Pepper Hamilton LLP

text: TRISTATE CAPITAL

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital

text: TriState Capital


text:
EX-99
2
dyn8k-030805ex99.txt
EXHIBIT 99 - PRESS RELEASE
Exhibit 99.1
Contact: Craig Dunham
Dynasil Corporation
of America
Phone: (856) 767-4600
Email: cdunham@Dynasil.com
DYNASIL ANNOUNCES ACQUISITION OF OPTOMETRICS LLC
WEST BERLIN, N.J. - March 9, 2005 - Dynasil Corporation of
America (OTCBB: DYSL), fabricator of optical blanks from
synthetic fused silica, fused quartz, and other optical
materials for the semi-conductor, laser, space and optical
components industries is pleased to announce that it has
completed the purchase of Optometrics LLC of Ayer,
Massachusetts.
Optometrics is a worldwide supplier of quality optical
components including diffraction gratings, lenses, thin film
filters, laser optics, monochromators, and specialized
optical systems and software. The previous owners of
Optometrics LLC, Ms. Laura Lunardo and Mr. Frank Denton,
signed two year, renewable employment contracts and will
continue to actively lead the Optometrics business which
will now be Optometrics Corporation. Additionally, Ms.
Lunardo is now Dynasil's CFO. The anticipated revenues for
the combined companies are expected to exceed $6 million.
$700,000 of equity in the form of Dynasil convertible
preferred stock was raised from existing and new
shareholders to finance the acquisition in addition to bank
financing.
Dynasil has been a long term supplier to Optometrics and
glass is a key raw material for Optometrics' products. Mr.
Craig Dunham, Dynasil President and CEO, had the following
comments on the acquisition: "I believe that Optometrics is
an excellent addition to Dynasil with Optometrics' record of
profitable growth, strong people, and optical
customers/markets that fit well with Dynasil. The year is
off to a good start with strong orders in both companies.
The combination of the two companies is expected to lead to
increased profitability for both companies. We look forward
to acquiring similar strong companies with growth
opportunities and synergy with our current businesses".
Mr. Frank Denton, CEO of Optometrics commented that "We
believe that Dynasil and Optometrics have complementary
strengths which should auger well for the future and that
the sum is much greater than the individual parts".
About Dynasil: Founded in 1960, Dynasil Corporation of
America is a
fabricator of optical blanks from synthetic fused silica,
fused quartz
and other optical materials.
This news release may contain forward-looking statements
usually
containing the words "believe", "expect", or similar
expressions.
These statements are made pursuant to the safe harbor
provisions of the
Private Securities Litigation Reform Act. Future results of
operations, projections, and expectations, which may relate
to this
release, involve certain risks and uncertainties that could
cause
actual results to differ materially from the forward-looking
statements. Factors that would cause or contribute to such
differences
include, but are not limited to, the factors detailed in the
Company's
Annual Report or Form 10-KSB and in the Company's other
Securities and
Exchange Commission filings, continuation of existing market
conditions
and demand for our products.

text: Craig Dunham

text:
Dynasil Corporation
of America

text: DYNASIL

text: OPTOMETRICS LLC

text:
Dynasil Corporation of
America

text: Optometrics LLC of Ayer

text: Optometrics LLC

text: Laura Lunardo

text: Frank Denton

text: Dynasil

text: Dynasil

text: Dynasil

text: Craig Dunham

text: Dynasil

text: Dynasil

text: Dynasil

text: Frank Denton

text: Dynasil

text: Dynasil

text:
Dynasil Corporation of
America


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
News Release
Contact:
For Immediate Release
Anna Austin
Vice President, Corporate Communications
(314) 523-8354
investor.relations@tlcvision.com
TLC
Vision
Partners With Doctors
In Leading Houston Ambulatory Surgery Center
St. Louis, MO, December 20, 2004
- TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North
America's premier eye care services company, announced today it's subsidiary, OR Partners, has
become the single largest shareholder in Summit Ambulatory Surgery Center, a 12-partner facility
located in Houston, Texas.
This is the fifth ambulatory surgery center ("ASC") OR Partners and TLC
Vision
have acquired in the
last 16 months, with several ASC deals in development. OR Partners acquires, develops, and manages
ambulatory surgery centers in partnership with physicians. These centers provide out-patient
surgery services in a less institutional atmosphere than can be achieved in a hospital setting and
appeal to doctors seeking improved efficiencies and the highest degree in patient satisfaction.
Led by John J. Garrrett, MD, a cataract surgeon with more than 30 years experience, the Summit
Ambulatory Surgery Center is a highly successful facility featuring two operating rooms and
performing nearly 5000 ophthalmic and pain management procedures annually. Dr. Garrett said, "OR
Partners is well capitalized, managed by a team of experienced professionals and committed to
achieve results. Most importantly, from a physician's perspective, they understand that patients
are the number one priority. I am very excited about being associated with OR Partners, improving
operational efficiencies and growing the center".
Mary T. Green, MD, one of 12 partners in Summit Ambulatory Surgery Center, has also worked with the
laser refractive division of TLC
Vision
for 3 years. Dr. Green said, "I know the quality of service
this company provides and the commitment to their doctor customers. When I heard about the OR
Partners subsidiary, and the great work they were doing in ASCs, it just made sense to continue the
relationships already built with TLC
Vision
."
"Through our current network of over 1100 ophthalmologists, we will continue to acquire or develop
similar centers in association with some of the country's most prominent surgeons", commented Jim
Wachtman, TLC
Vision
's CEO. "This approach will broaden our eye care services strategy and be
immediately accretive to TLC
Vision'
s cash flow and profitability".
About TLC
Vision
TLC
Vision
is North America's premier eye care services company. The key drivers of TLC
Vision
's
strategy are our affiliated network of thousands of eye doctors, proven corporate and consumer
marketing and education programs, and access to state of the art clinical technologies. We are
supported by a strong operations management culture and superior information technology. More
information about the company can be found on the TLC
Vision
web site at www.tlcv.com.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of
the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, which
statements can be identified by the use of forward looking terminology, such as "may", "will",
"expect", "intend", "anticipate", "estimate", "predict", "plans" or "continue" or the negative
thereof or other variations thereon or comparable terminology referring to future events or
results. The Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of numerous factors, including the timing of expenditures,
effects of competition, changes to pricing, acquisitions and expansion opportunities, any of which
could cause actual results to vary materially from current results or TLCVision's anticipated
future results. See the Company's reports filed with the Canadian Securities Regulators and the
U.S. Securities and Exchange Commission from time to time for cautionary statements identifying
important factors with respect to such forward looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from results referred to in
forward looking statements. TLCVision assumes no obligation to update the information contained in
this press release.
-30-

text: Anna Austin

text:
TLC
Vision

text: TLC Vision

text: OR Partners

text: OR Partners

text:
TLC
Vision

text: OR Partners

text:
OR
Partners

text: OR Partners

text:
TLC
Vision

text:
OR
Partners

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision

text:
TLC
Vision