text:
EX-99.2
3
a20218k-brcloseprexhibit992.htm
EX-99.2
Document
EXHIBIT 99.2
Tribune Publishing Company Announces Closure of BestReviews Sale, Updates
Guidance for Q4 and Full Year 2020 and Provides Revenue and Adjusted EBITDA
Guidance for 2021
CHICAGO, December 31, 2020 (GLOBE NEWSWIRE) - Tribune Publishing Company (NASDAQ: TPCO) today announced that it has closed the sale of its majority stake in BestReviews to Nexstar Media Group, Inc. (NASDAQ: NXST). BestReviews LLC was owned 60% by Tribune and 40% by its founders, BR Holding Company, Inc.
"We are pleased to have closed the BestReviews transaction which strengthens the Company's balance sheet and provides flexibility for our business going forward", said Terry Jimenez, CEO of Tribune Publishing.
Tribune Publishing also updated its guidance for Q4 and full year 2020 excluding the impact of BestReviews and released revenue and Adjusted EBITDA guidance for 2021.
.For the fourth quarter of 2020 the Company expects to generate a range of $191M-$192M in revenue and $28M-$29M in Adjusted EBITDA
.For the full year of 2020 the Company expects to generate a range of $745M-$746M in revenue and $72M-$73M in Adjusted EBITDA
.For fiscal year 2021 the Company expects to generate a range of $675M-$690M in revenue and $105M-$113M in Adjusted EBITDA
Commenting on the updated guidance for Q4 and full year 2020 and newly announced guidance for 2021, Terry Jimenez said, "We have taken measures throughout 2020 that will have substantial carry-over impacts on 2021, and our guidance reflects those measures. As we continue to execute our digital subscription, advertising and content strategies, we expect to generate substantial year-over-year increases in Adjusted EBITDA next year and create a clear path for long-term strong performance".
Cautionary Statements Regarding Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based largely on our current expectations and reflect various estimates and assumptions by us. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include, without limitation, the effect of the novel coronavirus ("COVID-19") and related governmental and economic responses; changes in advertising demand, circulation levels and audience shares; competition and other economic conditions; our ability to develop and grow our online businesses; changes in newsprint price and availability; our ability to maintain data security and comply with privacy-related laws; economic and market conditions that could impact the level of our required contributions to the defined benefit pension plans to which we contribute; decisions by trustees under rehabilitation plans (if applicable) or other contributing employers with respect to multiemployer plans to which we contribute which could impact the level of our contributions; our ability to maintain effective internal control over financial reporting; concentration of stock ownership among our principal stockholders whose interest may differ from those of other stockholders; and other events beyond our control that may result in unexpected adverse operating results. For specific risks related to the COVID-19 pandemic, refer to Item 1A. Risk Factors in the most recently filed Quarterly Report on Form 10-Q. For more information about these and other risks, see Item 1A
EXHIBIT 99.2
(Risk Factors) of the Company's most recent Annual Report on Form 10-K and in the Company's other reports filed with the Securities and Exchange Commission.
The words "believe", "expect", "anticipate", "estimate", "could", "should", "intend", "may", "will", "plan", "seek" and similar expressions generally identify forward-looking statements. However, such words are not the exclusive means for identifying forward-looking statements, and their absence does not mean that the statement is not forward looking. Whether or not any such forward-looking statements, in fact occur will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this press release. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Information
Adjusted EBITDA is a financial measure that is not calculated in accordance with U.S. GAAP. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the Company's core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement charges or gains, premiums on stock buyback, impairment, and transaction-related costs), this measure provides investors with additional useful information to measure the Company's financial performance, particularly with respect to changes in performance from period to period. The Company's management uses Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company's Board of Directors concerning the Company's financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, has been used as the basis for certain financial maintenance covenants that the Company was subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company's presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes Adjusted EBITDA should be used to supplement the Company's financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are: they do not reflect the Company's interest income and expense, or the requirements necessary to service interest or principal payments on the Company's debt; they do not reflect future requirements for capital expenditures or contractual commitments; and although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements.
The Company does not provide a reconciliation of Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for restructuring and transaction costs, stock-based compensation amounts and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.
About Tribune Publishing Company
Tribune Publishing Company (NASDAQ: TPCO) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune Publishing operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Hartford Courant, South Florida's Sun Sentinel and Orlando Sentinel, Virginia's Daily Press and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. In addition to award-winning local media businesses, Tribune Publishing operates Tribune Content Agency and TheDailyMeal.com.
Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio and offer integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.
Investor Relations Contact:
Amy Bullis
312.222.2102
abullis@tribpub.com
Media Contact:
Max Reinsdorf
847.867.6294
mreinsdorf@tribpub.com
Source: Tribune Publishing

text: Tribune Publishing Company

text: BestReviews

text: Tribune Publishing Company

text: BestReviews

text: Nexstar Media Group, Inc.

text: BestReviews LLC

text: BestReviews

text: Terry Jimenez

text: BestReviews

text: Terry Jimenez

text: Tribune Publishing Company

text: Tribune Publishing Company


dataset: buster

text:
EX-99
2
exhibit99.txt
EXHIBIT 99
----------
First Defiance Announces Completion of the Acquisition of ComBanc, Inc.
DEFIANCE, Ohio, Jan. 21 /PRNewswire-FirstCall/ -- First Defiance Financial Corp.
(Nasdaq: FDEF - News) today announced that it has completed the acquisition of
---- ----
ComBanc, Inc. (OTC Bulletin Board: COBI.OB - News) and its subsidiary, The
------- ----
Commercial Bank, through the merger of ComBanc into First Defiance.
As a result of the acquisition, First Defiance, the holding company for First
Federal Bank of the Midwest, increased its deposits by approximately $166
million and its loans by approximately $116 million. The transaction is expected
to add approximately $0.03 per share to earnings in 2005. At December 31, 2004,
First Defiance had deposits totaling $797.7 million, loans totaling $881.2
million and assets totaling $1.13 billion.
The acquisition expands the First Federal Bank of the Midwest presence in
northwest and west central Ohio to 23 banking offices and 29 ATM locations. The
four Commercial Bank offices acquired are located in Delphos, Elida and Lima in
Allen County, Ohio, which is adjacent to First Defiance Financial Corp.'s
northwest Ohio market area. All four offices will be closed on Saturday, January
22 for systems conversion and will open on Monday, January 24 as First Federal
Bank offices. The bank managers and customer service representatives will
continue to serve bank customers, assisted in the short-term by transition teams
from existing First Federal Bank offices. Becky Minnig will manage the Delphos
branch at 230 East Second Street; Ginny Kemper will manage the Elida branch at
105 South Greenlawn and Becky Spieles will manage the 2600 Allentown Road and
2285 North Cole Street branches in Lima.
"We are delighted to bring our community banking "Customer First" philosophy to
our new customers in Delphos, Elida and Lima and to welcome our new associates
to the First Federal Bank network", said William J. Small, chairman, president
and CEO of First Defiance. "It has been our experience that a high percentage of
individual and business customers prefer individual attention combined with a
full array of banking products, and look to community banks such as First
Federal Bank as the best choice to provide both levels of service", he said.
"The acquisition is representative of the way that we want to grow our franchise
in northwest Ohio and the surrounding area. It extends our presence to adjacent
markets with great potential. We expect to be able to grow both commercial and
consumer banking at these new locations, as well as to introduce our insurance
and investment planning services", Mr. Small said.
First Defiance Financial Corp. also recently announced the planned acquisition
of Genoa Savings and Loan, based in Genoa, near Toledo, Ohio. Genoa Savings
shareholders approved the transaction on Thursday, January 20, 2005. Pending
regulatory approval, acquisition of Genoa Savings is expected to occur in April
2005. As a result of that acquisition, First Federal Bank will operate 25
branches in 12 counties throughout northwest and west central Ohio.
About First Defiance Financial Corp.
First Defiance Financial Corp., headquartered in Defiance, OH, is the holding
company for First Federal Bank of the Midwest and First Insurance & Investments.
First Federal operates 23 full service branches and 29 ATM locations in
northwest Ohio. First Insurance & Investments is the largest property and
casualty insurance company in the Defiance, OH area, specializing in life and
group health insurance, financial planning and investments. For more
information, visit the company's Web site at http://www.fdef.com.
-------------------
Safe Harbor Statement
This release may contain forward-looking statements about First Defiance
Financial Corp., ComBanc, Inc., The Genoa Savings and Loan Company and/or the
combined company within the meaning of Sections 27A of the Securities Act of
1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities
Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that
involve inherent risks and uncertainties. This press release may contain certain
forward-looking statements with respect to the financial
5
condition, results of operations, plans, objectives, future performance and
business of First Defiance Financial Corp., ComBanc, Inc., The Genoa Savings and
Loan Company and/or the combined company including statements preceded by,
followed by or that include the words or phrases such as "believes", "expects,"
"anticipates", "plans", "trend", "objective", "continue", "remain" or similar
expressions or future or conditional verbs such as "will", "would", "should,"
"could", "might", "can", "may" or similar expressions. There are a number of
important factors that could cause future results to differ materially from
historical performance and these forward-looking statements. Factors that might
cause such a difference include, but are not limited to: (1) competitive
pressures among depository institutions increase significantly; (2) changes in
the interest rate environment reduce interest margins; (3) prepayment speeds,
loan origination and sale volumes, charge-offs and loan loss provisions; (4)
general economic conditions, either national or in the counties in which First
Defiance Financial Corp., ComBanc, Inc., The Genoa Savings and Loan Company
and/or the combined company do business, are less favorable than expected; (5)
political developments, wars or other hostilities may disrupt or increase
volatility in securities markets or other economic conditions; (6) changes and
trends in the securities markets; (7) legislative or regulatory changes or
actions, or significant litigation, adversely affect First Defiance Financial
Corp., ComBanc, Inc., The Genoa Savings and Loan Company and/or the combined
company or the businesses in which First Defiance Financial Corp., ComBanc,
Inc., The Genoa Savings and Loan Company and/or the combined company are
engaged; (8) difficulties in combining the operations of ComBanc, Inc., The
Genoa Savings and Loan Company and/or other acquired entities and (9) the impact
of reputational risk created by the developments discussed above on such matters
as business generation and retention, funding and liquidity. We undertake no
obligation to release revisions to these forward-looking statements or reflect
events or circumstances after the date of this release. Further information on
other factors which could affect the financial results of First Defiance
Financial Corp. after the merger are included in First Defiance Financial Corp.
filings with the Securities and Exchange Commission. These documents are
available free of charge at the Commission's website at http://www.sec.gov.
------------------
6

label: organization

text: First Defiance

text: ComBanc, Inc.

text: First Defiance

text: ComBanc, Inc.

text: First Defiance

text: First Defiance

text: First Defiance

text: First Defiance

label: person

text: William J. Small

text: First Defiance

text: First Defiance

text: First Defiance

text: First Defiance

text: First Defiance

text: ComBanc, Inc.

text: First Defiance

text: ComBanc, Inc.

text:
First
Defiance

text: ComBanc, Inc.

text: First Defiance

text: ComBanc, Inc.

text: First Defiance

text:
ComBanc,
Inc.

text: ComBanc, Inc.

text: First Defiance

text: First Defiance

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
5
a18-36729_1ex99d1.htm
EX-99.1
EXHIBIT 99.1
PENN NATIONAL GAMING COMPLETES ACQUISITION OF PINNACLE ENTERTAINMENT
Accretive Transaction Creates North America's Largest
And Most Diversified Regional Gaming Operator
Wyomissing, Penn., (October 15, 2018) - Penn National Gaming, Inc. (PENN: Nasdaq) ("Penn National" or the "Company") announced today that it completed its previously announced acquisition of Pinnacle Entertainment, Inc. (PNK: Nasdaq) ("Pinnacle") as well as the related divestitures to Boyd Gaming Corporation (BYD: NYSE) ("Boyd") and the real estate transactions with Gaming and Leisure Properties, Inc. (GLPI: Nasdaq) ("GLPI").
The transaction further enhances Penn National's position as North America's leading regional gaming operator, with 40 facilities in 18 jurisdictions, including Colorado, Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, and West Virginia. In aggregate, Penn National will now operate more than 49,000 gaming machines, 1,200 table games and nearly 9,000 hotel rooms, and employ more than 30,000 team members. The acquisition is expected to be accretive to Penn National's free cash flow per share in the first year after closing with approximately $100 million in expected annual run-rate cost synergies and excluding one-time transaction costs.
Timothy J. Wilmott, Chief Executive Officer of Penn National, commented, "Our acquisition of Pinnacle Entertainment marks a significant milestone in Penn National's 24-year history of growth as a public company, which has been predicated on our unwavering commitment to deliver exceptional entertainment to customers, support for the local communities where we operate and enhancement of value for our shareholders.
"As the industry leader, Penn National is poised for continued growth with a portfolio of premiere gaming facilities and more than five million active customers in its player rewards database. With the expected incremental free cash flow to be generated from our expanded base of operations, we believe we are well positioned to reduce leverage, evaluate additional accretive strategic growth investments and opportunistically return capital to shareholders.
"We are pleased to welcome Pinnacle's team members to Penn National. Our operating teams consistently deliver best-in-market gaming, entertainment and dining experiences for our customers. We expect to realize approximately $100 million in cost-related synergies and expect to generate further revenue synergies through efforts such as monetizing our database; cross marketing our properties; sports wagering; and further leveraging our social gaming platform".
TRANSACTION SUMMARY
Penn National acquired all of the outstanding shares of Pinnacle through a public company merger for consideration of $20.00 in cash and 0.42 shares of Penn National common stock for each Pinnacle share. In connection with the transaction, Boyd Gaming purchased Pinnacle's gaming operations at Ameristar Kansas City and Ameristar St. Charles in Missouri; Belterra Casino Resort in Indiana; and Belterra Park in Ohio, for approximately $563.5 million in cash, subject to certain customary closing adjustments.
In addition, GLPI, a landlord for Penn National and Pinnacle under respective master lease agreements, agreed to amend the terms of the Pinnacle master lease to permit the divestiture of the three Pinnacle properties included in the lease. In connection with the principal transaction, other notable agreements resulted in:
· The sale and leaseback of the real estate associated with Penn National's Plainridge Park Casino in Massachusetts for $250 million, which was added to the Pinnacle master lease assumed by Penn National.
· The sale of the real estate associated with Pinnacle's Belterra Park to an affiliate of Boyd for approximately $57.7 million through funding provided by GLPI to Boyd.
· An amendment to the terms of the Pinnacle master lease to reflect (i) additional annual fixed rent of $25 million in respect of the Plainridge sale leaseback described above and (ii) a $13.9 million increase in annual rent, which will approximate a rent coverage ratio of 1.8x prior to any anticipated synergies (after adjusting for the divestiture of the facilities acquired by Boyd and the Plainridge transaction).
· GLPI and Boyd entered into a master lease agreement for the three divested facilities that were previously part of the Pinnacle master lease, pursuant to which Boyd leases the divested real property from GLPI.
Concurrent with the closing of the transaction, Penn National entered into an incremental joinder to its existing credit agreement that provides for a $430.2 million senior secured term loan A facility and a $1.1 billion senior secured term loan B facility. The proceeds of these new credit facilities were used to pay the merger consideration, repay certain existing indebtedness of Penn and Pinnacle and to pay related fees and expenses.
Goldman, Sachs & Co. LLC acted as financial advisor with assistance from Merrill Lynch Pierce Fenner & Smith Incorporated and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Penn National in connection with the transaction. J.P. Morgan acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Pinnacle in connection with the transaction.
About Penn National Gaming
Penn National Gaming owns, operates or has ownership interests in gaming and racing facilities and video gaming terminal operations with a focus on slot machine entertainment. Reflecting the recent completion of the Pinnacle Entertainment transaction the Company now operates 40 facilities in 18 jurisdictions. In total, Penn National facilities feature approximately 49,000 gaming machines, 1,200 table games and approximately 9,000 hotel rooms. The Company also offers social online gaming through its Penn Interactive Ventures division and has leading customer loyalty programs with over five million active customers.
Forward-Looking Statements
This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the transaction, Penn's plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as "expect", "anticipate", "believe", "intend", "estimate", "plan", "target", "goal", or similar expressions, or future or conditional verbs such as "will", "may", "might", "should", "would", "could", or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements including: risks related to the integration of the businesses and assets acquired; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or issues arising from, the integration of the two companies; risks associated with increased leverage from the transaction; and other factors discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Penn's and Pinnacle's respective most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of Penn. Penn undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.
CONTACT:
William J. Fair
Joseph N. Jaffoni, Richard Land
Chief Financial Officer
JCIR
610/373-2400
212/835-8500 or penn@jcir.com
# # #

text: PENN NATIONAL GAMING

text: PINNACLE ENTERTAINMENT

text: Penn National Gaming, Inc.

text: Penn National

text: Pinnacle Entertainment, Inc.

text: Pinnacle

text: Boyd Gaming Corporation

text: Boyd

text: Penn National

text: Penn National

text: Penn National

text: Timothy J. Wilmott

text: Penn National

text: Pinnacle Entertainment

text: Penn National

text: Penn National

text: Pinnacle

text: Penn National

text: Penn National

text: Pinnacle

text: Penn National

text: Pinnacle

text: Boyd Gaming

text: Pinnacle

text: Penn National

text: Pinnacle

text: Pinnacle

text: Pinnacle

text: Penn National

text: Pinnacle

text: Penn National

text: Pinnacle

text: Boyd

text: Boyd

text: Pinnacle

text: Boyd

text: Boyd

text: Pinnacle

text: Boyd

text: Penn National

text: Pinnacle

text: Goldman, Sachs & Co. LLC

text: Wachtell, Lipton, Rosen & Katz

text: Penn National

text: J.P. Morgan

text: Pinnacle

text: Penn National Gaming

text: Penn National Gaming

text: Pinnacle Entertainment

text: Penn National

text: Pinnacle

text: Richard Land


text:
EX-99.2
3
ex99-2.htm
Acorn
Energy Moves to Enhance its Consolidated Operating Results
via
Liquidation of its GridSense® Subsidiary Assets
Wilmington,
DE, April 21, 2016
- Acorn Energy, Inc. (OTCQB: ACFN) announced today that it has initiated a process to liquidate the
assets of its GridSense® subsidiary. Acorn is hosting a conference call today at 1:00 pm ET to address this decision in the
context of a refocused corporate strategy (call details below).
Jan
Loeb, Acorn CEO, commented, "The decision to liquidate GridSense follows a thorough effort by Acorn's management and
Board of Directors over the last few months to identify strategic alternatives to improve GridSense's operating and financial
performance. The liquidation process is the most immediate path to stem the operating losses and cash drain of the GridSense business.
This is a painful decision for all parties, particularly given the dedication and contribution of the GridSense team over the
years.
"GridSense
has industry-leading products, technology and intellectual property that provide significant value to utility companies; however
its modest scale - combined with very long utility-industry procurement cycles - required Acorn's ongoing financial
support. We are hopeful that the liquidation process will provide a means to place the GridSense team and technology within larger
organizations with greater resources and broader reach. We believe this difficult step is in the best interests of GridSense,
its employees and customers, as well as Acorn and our various stakeholders.
"As
CEO, it is my responsibility to take a hard look at each of our portfolio companies and then take appropriate steps to maximize
each business's financial performance, future growth potential and value. It's neither fun nor easy but is a discipline
that is necessary to return Acorn to profitability. With today's actions, including the strategic partnering of our DSIT
business with a leading defense industry company, we have substantially improved Acorn's potential for growth and success".
GridSense
generated revenue of $2.5 million in 2015 but has not generated profits or positive cash flow in the recent past. GridSense will
be reported as a discontinued operation in Acorn's first quarter results.
GridSense
develops and markets remote monitoring systems for electric utility companies. Its systems are used for outage management,
power quality measurement, systems planning, trouble-shooting and maintenance. The company focuses on the detection of problems
on power lines and transformers and the prevention of power outages. Its unique solutions are applicable to hundreds of thousands
of underground and vault transformers, most of which are approaching or past their life expectancies.
Conference
Call Details:
Date/Time:
Today, Thursday April 21
st
at 1:00
pm ET
Dial In #:
888-243-4451 or 412-542-4135 international
Online Reply/Transcript
:
Audio file and call transcript will be posted
to the
investor section of Acorn's website as
soon as available.
About
Acorn Energy, Inc. (www.acornenergy.com)
Acorn
Energy, Inc. is a holding company with two portfolio companies:
OmniMetrix™,
Inc.
(
www.omnimetrix.net
)
- a leader and pioneer in machine-to-machine (M2M) wireless remote monitoring
and control for pipelines, stand-by generators, cell towers, medical facilities, data centers, public transportation systems,
and other critical equipment at federal, state and municipal government facilities. OmniMetrix is a proven solution for making
critical systems more reliable, with over 16 years of experience and thousands of monitored assets.
DSIT
Solutions Ltd.
(
www.dsit.co.il
)
-
develops and produces sonar applications for the defense, HLS, energy
and commercial markets. The company employs a world-class multi-disciplinary team of professionals that are skilled in the latest
sonar and real-time technologies. DSIT products include: The Shield family of Diver Detection Sonars, Portable Acoustic Ranges,
Underwater Acoustic Signal Analysis systems, sonar simulators and trainers and various other products in this field. DSIT is also
in the process of developing innovative fiber optic based sensors.
Safe
Harbor Statement
This
press release includes forward-looking statement, which are subject to risks and uncertainties. There is no assurance that Company
its other stakeholders will see any value from a transfer of the GridSense technology or other assets. There is no assurance that
Acorn will be successful in maximizing the value of its operating companies and other assets. A complete discussion of the risks
and uncertainties which may affect Acorn Energy's business generally and the businesses of its subsidiaries is included
in "Risk Factors" in the Company's most recent Annual Report on Form 10-K as filed by the Company with the Securities
and Exchange Commission.
Investor
Relations Contact:
David
Collins, William Jones, Helen Sun
Catalyst
Global
212-924-9800
or
acfn@catalyst-ir.com

text: GridSense®

text: Acorn Energy, Inc.

text: GridSense®

text: Acorn Energy, Inc.

text:
Acorn
Energy, Inc.


text:
EX-99.1
3
a15-22521_1ex99d1.htm
EX-99.1 PRESS RELEASE DATED NOVEMBER 2, 2015
Exhibit 99.1
B&G Foods Completes Acquisition of Iconic
Green Giant
®
Brand
Parsippany, N.J.,
November 2, 2015 -B&G Foods, Inc. (NYSE: BGS) announced that effective today it has completed the acquisition of the iconic
Green Giant
®
and
Le Sueur
®
brands, leaders in frozen and canned vegetables, from General Mills, Inc. for the previously announced price of $765 million in cash plus an inventory adjustment at closing of approximately $58 million.
B&G Foods projects that the
Green Giant
and
Le Sueur
brands will generate on an annualized basis net sales of approximately $550 million, adjusted EBITDA of approximately $95 million to $100 million and earnings per share of approximately $0.60.
Because the acquisition was structured as an asset purchase, B&G Foods expects to realize approximately $137 million in tax benefits on a net present value basis.
The
Green Giant
and
Le Sueur
brands trace their roots to Le Sueur, Minnesota in 1903, and the Minnesota Valley Canning Company. For more than 100 years, fresh and great-tasting
Green Giant
and
Le Sueur
vegetables have been grown and
picked at the peak of perfection
®
in the Valley of the Jolly
Green Giant
.
B&G Foods funded the purchase price, the inventory adjustment at closing, initial working capital requirements and related fees and expenses with additional revolving loans and $750 million of new incremental term loans under its existing credit facility.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, branded shelf-stable foods across the United States, Canada and Puerto Rico. Based in Parsippany, New Jersey, B&G Foods' products are marketed under many recognized brands, including
Ac'cent
,
B&G
,
B&M
,
Baker's Joy
,
Bear Creek Country Kitchens
,
Brer Rabbit
,
Canoleo
,
Cary's
,
Cream of Rice
,
Cream of Wheat
,
Devonsheer
,
Don Pepino
,
Emeril's
,
Grandma's Molasses
,
JJ Flats
,
Joan of Arc
,
Las Palmas
,
MacDonald's, Mama Mary's
,
Maple Grove Farms
,
Molly McButter
,
Mrs. Dash
,
New York Flatbreads
,
New York Style
,
Old London
,
Original Tings
,
Ortega
,
Pirate's Booty
,
Polaner
,
Red Devil
,
Regina
,
Rickland Orchards
,
Sa-són
,
Sclafani
,
Smart Puffs
,
Spring Tree
,
Sugar Twin
,
Trappey's
,
TrueNorth
,
Underwood
,
Vermont Maid
,
Wright's
and now,
Green Giant
and
Le Sueur
. B&G Foods also sells and distributes
Static Guard,
a household product brand.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements." The forward-looking statements contained in this press release include, without limitation, statements related to the expected impact of the acquisition of the
Green Giant
and
Le Sueur
brands, including without limitation, the expected impact on B&G Foods' earnings per share, net sales, adjusted EBITDA and free cash flow, and the expected tax benefits of the acquisition. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such
forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms "believes", "belief", "expects", "projects", "intends", "anticipates" or "plans" to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: whether and when the required regulatory approvals will be obtained, whether and when the other closing conditions will be satisfied and whether and when the transaction and related financing will close, whether and when the Company will be able to realize the expected financial results and accretive effect of the transaction, and how customers, competitors, suppliers and employees will react to the acquisition. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods' filings with the Securities and Exchange Commission, including under Item 1A, "Risk Factors" in the Company's Annual Report on Form 10-K for fiscal 2014 filed on March 4, 2015 and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts:
Investor Relations:
ICR, Inc.
Dara Dierks
866-211-8151
Media Relations:
ICR, Inc.
Matt Lindberg
203-682-8214

text: B&G Foods

text: B&G Foods, Inc.

text: General Mills, Inc.

text: B&G Foods

text: B&G Foods

text: B&G Foods

text: B&G Foods, Inc.

text: B&G Foods

text: B&G Foods

text: B&G Foods

text: B&G Foods

text: B&G Foods

text: B&G Foods

text: B&G Foods


text:
EX-99.1
2
ea121551ex99-1_global.htm
PRESS RELEASE ISSUED ON MAY 8, 2020
Exhibit 99.1
GLOBAL
CLEAN ENERGY HOLDINGS, INC. ANNOUNCES ACQUISITION OF BAKERSFIELD REFINERY
BAKERSFIELD,
California, May 08, 2020 (GLOBE NEWSWIRE) -- Global Clean Energy Holdings, Inc. (OTC: GCEH) announced that on May 7, 2020, through
a subsidiary, it purchased Alon Bakersfield Properties, Inc., a subsidiary of Delek US Holdings, Inc. and the owner of the Alon
Bakersfield Refinery. The total cash consideration paid to Delek US Holdings for the purchase was $40 million.
Alon
Bakersfield Refinery is an existing oil refinery located in Bakersfield, California. Historically, the refinery has
produced diesel from crude oil. GCEH will immediately commence retooling the refinery to produce renewable diesel from
organic feedstocks such as vegetable oils. The facility, when repurposed as a renewable fuels refinery, will vertically
integrate to produce renewable diesel from various feedstocks, including GCEH's patented proprietary fallow land crop
varieties of camelina. Traditionally, grown in rotation with wheat, camelina is cultivated as an alternative to fallow so as
not to displace or compete with food crops. The balance of feedstock will be provided from various non-petroleum renewable
feedstocks, such as used cooking oil, soybean oil, distillers' corn oil, and others.
No
petroleum processing of any kind will occur hereafter at the refinery, either during or following the retooling effort. Instead,
the refinery will be repurposed to become a producer of low-carbon renewable fuels that meet the needs of the California Low Carbon
Fuels Standard. Fuels produced from the facility will result in significant reductions of both greenhouse gas (GHG) emissions
and local air pollutants like particulate matter. The retooling is expected to take between 18 to 20 months to complete, with
the primary work being conducted by union trades through a local Bakersfield EPC contractor, ARB, Inc., a Primoris Services Corp
subsidiary (NASDAQ: PRIM). As an existing oil refinery, the refinery already has a significant portion of the necessary
equipment in place for the production of renewable diesel. An estimated 100 union tradesmen from a diverse variety of crafts will
be used to conduct a full turnaround and refurbishment of the necessary equipment to produce renewable diesel. Following startup,
currently anticipated to be in late 2021, the repurposed refinery is expected to supply a meaningful portion of the demand for
clean-burning alternative diesel fuels in California.
GCEH
also announced that it has entered into two credit facilities to finance the work to be provided by ARB, Inc. and other construction
companies, the clean-up of the site, the facilities' operating costs, and other project costs during the construction and
initial post-construction periods.
Strategically
located in Bakersfield within a large regional demand center, and only a short distance from the Los Angeles metropolitan area
and the San Francisco Bay Area, fuels produced at the site will be available to be blended into the California transportation
fuel mix. The blended fuel will reduce the overall GHG emissions and other harmful local pollutants in the San Joaquin Valley
and elsewhere in California. GCEH's plan is to have the renewable fuels that are produced at the facility sold to,
and thereafter, marketed and distributed through various partnerships, including one with a multi-national oil major.
Richard
Palmer, Chief Executive Officer of Global Clean Energy Holdings, commented, "We are thrilled to announce this exciting new
venture in Bakersfield, California; a venture that leverages the region's core competencies in agriculture and both traditional
and alternative energy." Mr. Palmer added, "we expect that this project will be a catalyst for economic development
and will generate both direct and indirect job opportunities in Kern County and the region".
Forward
Looking Statements
Certain
matters discussed in this press release are "forward-looking statements" of Global Clean Energy Holdings, Inc. (herein
referred to as "GCEH", "we", "us", or "our") as that term is defined under
the federal securities laws. We may, in some cases, use terms such as "believes", "potential", "continue,"
"estimates", "anticipates", "expects", "plans", "intends", "may,"
"could", "might", "will", "should" or other words that convey uncertainty of future
events or outcomes to identify these forward-looking statements. The forward-looking statements include, but are not limited to,
risks and uncertainties relating to the success and timing of the activities required to retool the Bakersfield refinery, the
sufficiency of the funding available under the two credit facilities to complete the retooling and the startup of the Refinery,
the cost and availability of feedstocks to be used in the repurposed renewable fuels refinery, general economic and business conditions,
and other risks described in GCEH's filings with the United States Securities and Exchange Commission. Forward-looking
information is based on information available at the time and/or management's good faith belief with respect to future events
and is subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements.
GCEH undertakes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that
occur, or which GCEH becomes aware of, after the date hereof, except as required by applicable law or regulation.
Contacts
investor.relations@gceholdings.com

text:
GLOBAL
CLEAN ENERGY HOLDINGS, INC.

text: BAKERSFIELD REFINERY

text: Global Clean Energy Holdings, Inc.

text: Alon Bakersfield Properties, Inc.

text: Delek US Holdings, Inc.

text: Bakersfield Refinery

text: Delek US Holdings

text: Bakersfield Refinery

text:
Richard
Palmer

text: Global Clean Energy Holdings, Inc.

text: Bakersfield refinery


text:
EX-99.1
3
v154891_ex99-1.htm
Jul
10, 2009, 4:30 p.m. EST
ProElite,
King of the Cage Close Strict Foreclosure Agreement
LOS
ANGELES, Jul 10, 2009 (BUSINESS WIRE) -- ProElite, Inc. (OTB:PELE.PK) said today
that it has closed a strict foreclosure agreement that returns King of the Cage,
the highly successful mixed martial arts brand, to its original owners Terry and
Julie Trebilcock. With the agreement, ProElite's outstanding debt to King of the
Cage has been satisfied; and King of the Cage, under the leadership of founder
Terry Trebilcock, again becomes an independent company with control over its own
extensive video library.
ProElite
CEO Charles F. Champion said that the agreement closed today and that the
financial and legal issues between the two entities have been completely
resolved.
ProElite
retains a number of prominent assets including a host of international MMA
brands such as Spirit MC, its community-driven interactive broadband
entertainment website, and an extensive library of MMA
events.
SOURCE:
ProElite, Inc.
Hud
Englehart
Beacon
Advisors, Inc.
312.280.8100

text: King of the Cage

text: ProElite, Inc.

text: King of the Cage

text:
Terry and
Julie Trebilcock

text:
King of the
Cage

text: King of the Cage

text: ProElite, Inc.


text:
EX-99.2
4
a16-17871_4ex99d2.htm
EX-99.2
Exhibit 99.2
FOR IMMEDIATE RELEASE
Accuride Completes Sale of Brillion Iron Works
·
Sale supports Accuride's focus on its core wheel and wheel-end systems businesses
EVANSVILLE, Ind. - September 2, 2016 - Accuride Corporation (NYSE: ACW) ("Accuride") - a leading supplier of components to the North American and European commercial vehicle industries - announced that it has sold its Brillion Iron Works ("Brillion") subsidiary to a subsidiary of Metaldyne Performance Group Inc. ("MPG"), a leading provider of highly-engineered components for use in powertrain and suspension applications for the global light, commercial and industrial vehicle markets. Under the purchase agreement, MPG has acquired from Accuride all of the stock of Brillion Iron Works, Inc., a Delaware corporation, for total cash consideration of $14 million.
Located in Brillion, Wis., Brillion specializes in the casting design and production of gray, ductile and austempered ductile iron castings for a range of industries, including light vehicle, commercial vehicle, agricultural, construction, oil & gas and mining equipment, among others.
"Today's action will enable Accuride to focus completely on our strategic vision to be the premier supplier of wheel-end system solutions to the global commercial vehicle industry", Accuride President and CEO Rick Dauch said.
BMO Capital Markets acted as the exclusive financial advisor to Accuride on this transaction.
About Brillion Iron Works
Located in Brillion, Wis., Brillion Iron Works is one of North America's most versatile iron foundries. Brillion specializes in the casting design and production of gray, ductile and austempered ductile iron products ranging from intricate, thin-walled castings to highly-cored, heavy-sectioned castings. Brillion's casting excellence is relied upon by leaders in a wide range of industries, including the light vehicle, commercial vehicle; agricultural, construction and mining equipment; and others. Brillion ranks among the top ten independent foundries in the United States. Brillion's origins date to 1897, when the predecessor to Brillion Iron Works was organized as a small machine shop making farm tools. In 1900, the plant was relocated to new buildings and the foundry was added.
About MPG
MPG is a leading provider of highly engineered lightweight components for use in powertrain and suspension applications for the global light, commercial and industrial vehicle markets. MPG produces these precision components and modules using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle OEMs and Tier I suppliers. MPG's metal-forming manufacturing technologies and processes include aluminum die casting, forging, iron casting and powder metal forming as well as advanced machining and assembly. Headquartered in Southfield, Michigan, MPG has a global footprint spanning more than 60 locations in 13 countries across North and South
America, Europe and Asia with approximately 12,000 employees. For more information: www.mpgdriven.com.
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company's products include commercial vehicle wheels; wheel-end components and assemblies; and specialty cast-iron components for a range of agricultural, construction and mining, and oil and gas equipment applications. The company's products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride's common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information, visit the Company's website at http://www.accuridecorp.com.
# # #

text: Accuride

text: Brillion Iron Works

text: Accuride

text: Accuride Corporation

text: Accuride

text: Brillion Iron Works

text: Metaldyne Performance Group Inc.

text: MPG

text: MPG

text: Accuride

text: Brillion Iron Works

text: Accuride

text: Accuride

text: BMO Capital Markets

override: organization

text: Accuride

text: Brillion Iron Works

text: Brillion Iron Works

text: Brillion Iron Works

text: MPG

text: MPG

text: MPG

text: MPG

text: MPG

text: Accuride Corporation

text: Accuride Corporation

text: Accuride

text: Accuride

text: Accuride


text:
EX-99.1
2
l30939aexv99w1.htm
EX-99.1
EX-99.1
Exhibit 99.1
F.N.B. CORPORATION COMPLETES MERGER
WITH OMEGA FINANCIAL CORPORATION
Hermitage, PA - April 1, 2008 - F.N.B. Corporation (NYSE: FNB), a diversified financial services
corporation, today announced that it has completed its merger with Omega Financial Corporation.
Shares of Omega Financial Corporation will no longer be listed on the NASDAQ stock exchange.
Omega Bank branches will continue to operate, as normal, but under the First National Bank of
Pennsylvania name. First National Bank of Pennsylvania now has 220 offices serving commercial and
consumer customers in 35 counties in Pennsylvania and Northeast Ohio.
Stephen J. Gurgovits, Chairman of F.N.B. Corporation commented, "We are delighted to welcome Omega
shareholders as well as customers and employees. This transaction, which is consistent with our
strategic long-term plan of partnering with quality organizations possessing a similar culture,
will allow us to provide a strong suite of innovative financial service products to our new
customers in Central and Northeast Pennsylvania markets and better serve our existing customers
through a larger network of locations".
The Company is pleased to announce that in conjunction with the completion of the transaction
Philip E. Gingerich, D. Stephen Martz and Stanton R. Sheetz have been elected to the Board of
Directors of F.N.B. Corporation and Carl H. Baxter, Jodi L. Green, Robert A. Hormell and D. Stephen
Martz have been elected to the Board of Directors of First National Bank of Pennsylvania.
About F.N.B. Corporation:
F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services Corporation
with total assets of $6.1 billion at December 31, 2007. F.N.B. Corporation is a leading provider of
commercial and retail banking, wealth management, insurance and consumer finance services in
Pennsylvania and Ohio, where it owns and operates First National Bank of Pennsylvania, First
National Trust Corporation, First National Investment Services Corporation, LLC, F.N.B. Investment
Advisors, Inc., First National Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, and Regency
Finance Corporation. It also operates consumer finance offices in Tennessee and loan production
offices in Tennessee and Florida.
Mergent Inc., a leading provider of business and financial information about publicly traded
companies, has recognized F.N.B. Corporation as a Dividend Achiever. This annual recognition is
based on the Corporation's outstanding record of increased dividend performance. The Corporation
has consistently increased dividend payments for 35 consecutive years.
The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol
"FNB". Investor information is available on F.N.B. Corporation's Web site at
www.fnbcorporation.com.
# # #
Analyst/Institutional Investor Contact:
Bartley Parker, CFA 203-682-8250
bartley.parker@icrinc.com
Media Contact:
Jennifer Reel 724-983-4856
724-699-6389 (cell)

text: F.N.B. CORPORATION

text: OMEGA FINANCIAL CORPORATION

text: F.N.B. Corporation

text: Omega Financial Corporation

text: Omega Financial Corporation

text: Stephen J. Gurgovits

text: F.N.B. Corporation

text: F.N.B. Corporation

text: F.N.B. Corporation

text: F.N.B. Corporation

text: F.N.B. Corporation

text: F.N.B. Corporation

text: F.N.B. Corporation

text: F.N.B. Corporation


text:
EX-99.1
3
heviex991.htm
PRESS RELEASE DATED MAY 16, 2012
heviex991.htm
Exhibit 99.1
Suite 280, 625 Second Street
San Francisco, CA 94158
Tel: (415) 813-5079
PRESS RELEASE
Heavy Earth Resources Announces Colombia Acquisition and Provides Operational Update
May 17, 2012 - San Francisco, California: Heavy Earth Resources, Inc. ("Heavy Earth" or the "Company") (OTCBB: HEVI), an oil and gas exploration and production company focused on Central and South America, announces an acquisition of the sole issued share of a Barbados based, solely Colombian focused company. The Company also provides an operational update on its current activities, including a withdrawal and transfer agreement and seismic program.
Colombia Acquisition
Heavy Earth through its subsidiary Deep Core, Inc. has entered into a purchase and sale agreement with Petro Vista Energy Corp. to acquire the sole issued share of Petro Vista Energy Colombia (Barbados) Corp., the operations of which include a working interest in the La Maye E&P Contract located in the Lower Magdalena Valley Basin.
Upon the closing of the acquisition of the sole issued share of Petro Vista Energy Colombia (Barbados) Corp., Heavy Earth through its Colombian-based operating subsidiary DCX SAS, entered into a withdrawal and transfer agreement with Korean-based SK Innovation Co. Ltd and Panamanian-based Petroamerica International Corp. for the SSJN-5 E&P Contract in order to direct efforts towards the Company's lower risk exploration opportunities. The acquisition and withdrawal agreements were closed on May 15, 2012.
"Taken together, these agreements reflect management's efforts to further focus our subsidiaries on creating shareholder value by acquiring what we believe will be highly probable and profitable working interest assets in regions with proven petroleum geology fundamentals and production track records", said Grant Draper, the Company's Chief Executive Officer.
The La Maye Block consists of approximately 68,302 gross acres and is surrounded by analog production, including the productive Cienaga de Oro and Cicuco formations. The Cienaga de Oro formation is sandstone and the Cicuco formation is reefal limestone over and around granite basement highs. Located updip of the Cicuco & Boquete Fields, La Maye's geology is shallow water high porosity sandstone
.
An exploration well, the Noelia-1 was drilled on the La Maye Block in October of 2009 and is awaiting testing. The Company has identified three additional drilling prospects with multiple additional uphole zones and deeper potential horizons on the La Maye Block.
1
Colombia Operations Update
-
Recording phase of the new 94 km2 3D seismic program to delineate two primary high-value prospects and multiple potential targets not clearly defined by previous 2D surveys in the northern portion of Morichito Block is finished and processing has commenced
-
Declaration of Morichito-5 discovery well to be "commercially viable" and commencement of infrastructure development to facilitate the development of production from Morichito-5 discovery well in 1H 2013
About Heavy Earth Resources, Inc.
Heavy Earth Resources, Inc. is an oil and gas exploration, development and production company managed by experienced professionals and focused in under-explored regions and basins with proven petroleum geology fundamentals in Central and South America. The Company's shares are listed on the OTC Bulletin Board and OTCQB under the symbol "HEVI".
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth and business strategy. Words such as "expects", "will", "intends", "plans", "believes", "anticipates", "hopes", "estimates", or the negative thereof, and other variations on such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially include, but are not limited to, risks associated with drilling and production programs on the Morichito and La Maye Blocks resulting from geological, technical, drilling, seismic and other unforeseen problems; unexpected results of exploration and development drilling and related activities on the Morichito and La Maye Blocks; continued availability of capital and financing to fund exploration and development drilling activities; increases in operating costs; availability of skilled personnel; unpredictable weather conditions; the impact of political and economic instability in Colombia; the ability to obtain required approvals of regulatory authorities in Colombia; senior management's general inexperience in oil and gas operations in Colombia; members of senior management not being based in Colombia, and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.
Cautionary Note to U.S. Investors - The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only reserves that comply with the definitions presented at Rule 4-10(a) of Regulation S-X. We use certain terms in this press release that the SEC's guidelines strictly prohibit us from including in filings with the SEC. Examples of such disclosures would be statements regarding "probable", "possible", or "recoverable" "reserves", and "resources" among others. U.S. Investors are urged to consider closely the disclosure in our Current Report on Form 8-K filed on May 16, 2012, and other filings available at
www.sec.gov
or from us at Heavy Earth Resources, Inc., 625 Second Street, Suite 280, San Francisco, California 94158.
For further information, please contact:
Grant W. Draper, President and CEO
Anthony J. Ives, COO and CFO
(415) 813-5079
Email: info@heavyearthresources.com
Website: www. heavyearthresources.com
2

text: Heavy Earth

text: Heavy Earth

text: Heavy Earth

text: Heavy Earth

text: Petro Vista Energy Corp.

text: Heavy Earth

text: Grant Draper

text: Heavy Earth

text: Heavy Earth

text: Heavy Earth

text: Grant W. Draper

text: Anthony J. Ives


text:
EX-99.1
2
c41404_ex99-1.txt
[SMARTPROS LOGO]
SMARTPROS COMPLETES ACQUISITIONS
OF SKYE MULTIMEDIA, INC. AND SAGE ONLINE LEARNING
ACQUISITIONS CREATE OPPORTUNITIES INTO NEW MARKETS AND EXPANDS
PRODUCTION CAPABILITIES
HAWTHORNE, N.Y. - (PRIMEZONE) - MARCH XX, 2006 - SmartPros Ltd. (AMEX:PED), a
leader in the field of accredited professional education and corporate training,
today announced that it has completed the acquisitions of Skye Multimedia, Inc.,
a developer of training and marketing applications for the pharmaceutical
industry, and Sage Online Learning, a leading provider of nationally certified
online training solutions for the banking, securities and insurance industries.
The agreement to acquire Skye Multimedia, Inc. was originally announced on Feb.
14, 2006, and the agreement to acquire Sage Online Learning was originally
announced on Feb. 15, 2006.
Seth Oberman, currently Vice President of Skye, will become President of
SmartPros' new subsidiary following the acquisition, and the other employees of
Skye will also join the new subsidiary. Skye will maintain operations in
Bridgewater, N.J. Deborah Dilley, the founder and president of Sage Online
Learning, will join SmartPros as Director SmartPros Banking.
Skye Multimedia was established in 1995 and specializes in developing
high-quality, custom interactive marketing and training applications for CD,
DVD, Internet and Learning Management Systems. Skye offers a broad range of
services including content development, design, animation, audio/video
production and application development. Skye's clients are a diverse group of
companies from pharmaceutical, financial, technology and other industries.
Visit: www.skyemm.com
Sage Online Learning's content library will be integrated into SmartPros as part
of its core offerings. Sage's library features 58 accredited courses in the
areas of banking compliance, general banking, general bank management,
insurance, lending, retirement and estate planning, and industry-related sales
and service. Courses are accredited by the Institute of Certified Bankers (ICB)
and many state insurance departments across the United States. In addition,
these courses meet the requirements of the Certified Financial Planner (CFP(R))
Board of Standards, Inc. Visit: www.sageonlinelearning.com
ABOUT SMARTPROS LTD.
Founded in 1981, SmartPros Ltd. is an industry leader in the field of accredited
professional education and corporate training. Its products and services are
primarily focused in the accredited professional areas of corporate accounting,
financial management, public accounting, governmental and not-for-profit
accounting, engineering, and ethics and compliance. SmartPros is a leading
provider of professional education products to Fortune 500 companies, as well as
the major firms and associations in each of its professional markets. SmartPros
provides education and content publishing and development services in a variety
of media including Web, CD-ROM and video. Our subscription libraries feature
hundreds of course titles and 1,000+ hours of accredited education. SmartPros'
proprietary Professional Education Center (PEC) Learning Management System (LMS)
offers enterprise distribution and administration of education content and
information. In addition, SmartPros produces a popular news and information
portal for accounting and finance professionals that services 300,000+ visitors
and 100,000+ subscribers per month. Visit: www.smartpros.com
SAFE HARBOR STATEMENT
THIS PRESS RELEASE INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
THE SAFE HARBOR PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE INCLUDE
EXPECTATIONS ABOUT THE EFFECT OF THE ACQUISITION ON SMARTPROS' BUSINESS,
OPERATIONS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS IN THIS
PRESS RELEASE. SMARTPROS, SKYE MULTIMEDIA, AND SAGE ONLINE LEARNING UNDERTAKE NO
OBLIGATION AND DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES OCCURRING AFTER THIS PRESS RELEASE. YOU ARE
CAUTIONED
NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK
ONLY AS OF THE DATE OF THIS PRESS RELEASE. ALL FORWARD-LOOKING STATEMENTS ARE
QUALIFIED IN THEIR ENTIRETY BY THIS CAUTIONARY STATEMENT.
FOR MORE INFORMATION, PLEASE CONTACT:
SMARTPROS LTD. ELITE FINANCIAL COMMUNICATIONS GROUP, LLC
Shane Gillispie Dodi Handy
VP Marketing Services & eCommerce CEO and President
253-863-8280 407-585-1080
email at shanegillispie@smartpros.com email at ped@efcg.net

text: SMARTPROS

text: SMARTPROS

text: SKYE MULTIMEDIA, INC.

text: SAGE ONLINE LEARNING

text: SmartPros Ltd.

text: Skye Multimedia, Inc.

text: Sage Online Learning

text: Skye Multimedia, Inc.

text: Sage Online Learning

text: SmartPros

text:
Sage Online
Learning

text: SmartPros

text: SmartPros

text: Sage Online Learning

text: SmartPros

text: SMARTPROS LTD.

text: SmartPros Ltd.

text: SmartPros

text: SmartPros

text: SmartPros

text: SmartPros

text: SMARTPROS

text: SMARTPROS

text: SAGE ONLINE LEARNING

text: SMARTPROS LTD.

text: Dodi Handy


text:
EX-99
2
ex99press.htm
PRESS RELEASE DATED MARCH 19, 2007
Wizzard Closes Acquisition of Libsyn
Wizzard Closes Acquisition of Libsyn
Monday March 19, 1:15 pm ET
PITTSBURGH--(BUSINESS WIRE)--Wizzard Software (OTCBB:WIZD - News) announced today that it has closed its acquisition of Webmayhem, the parent company of Liberated Syndication (Libsyn), the new media company for people to host and distribute podcasts.
"We are excited to have closed the acquisition in order to begin collaborating to offer the best podcasting services with the widest catalog of content, as well as to expedite new business opportunities for our partners", said Chris Spencer, Chief Executive Officer of Wizzard. "Libsyn and Wizzard will together provide innovative and exciting services for our users that we believe will revolutionize the way online media is located and consumed. We look forward to working with independent and corporate podcast creators to harness the power of the internet to promote, broadcast and monetize their content".
"Wizzard's business expertise, speech technology leadership and resources will provide us with the opportunity to innovate and build the best, most powerful content delivery system on the Internet. In the coming months, we will roll out many new exciting features and programs to benefit the podcasting community", said Dave Chekan, co-founder of Libsyn. "Our podcasters will remain the most important part of Libsyn and we will continue to focus on the same mission we set out on nearly two years ago: to provide the best tools, services and business opportunities for our podcasting customers".
As a result of the acquisition, Alan Costilo, a long-time member of Wizzard's Board of Directors, resigned his seat on the Board on March 16th, 2007. As a result of Costilo's resignation, Wizzard's Board of Directors unanimously voted to elect Dave Mansueto from Libsyn to fill the vacancy.
"It has been an honor to serve on Wizzard's Board of Directors for the past five years and I am happy to step aside to make room for Mr. Mansueto", said Costilo. "I firmly believe Wizzard has a tremendous opportunity in podcasting and online media and I remain a strong supporter of Wizzard's management and business plan. I intend to remain close and do whatever I can to see this company succeed".
"I am proud to be a part of Wizzard's emergence as a leading new media company utilizing its speech technology to offer tremendous value to our customers, advertisers and viewers", said Dave Mansueto. "I am excited to join the Wizzard board of directors as we are in such a unique position to capitalize on the next step in the evolution of online media and I will do everything I can to help realize the Company's goals and objectives".
About Wizzard Media
Wizzard Media is the world's largest podcasting distribution company. Podcasts are a means for independent and professional content creators to publish audio and video shows for the world to enjoy over the Internet or on mp3 players, such as the Apple iPod. Podcasting is a relatively new phenomenon, but Wizzard Media collectively serves an impressive 60+ million podcast downloads per month through media aggregators like Apple's iTunes and other podcast directories. For more information, please visit http://www.wizzard.tv. Wizzard Media is a division of Wizzard Software (OTCBB:WIZD - News), a leader in speech recognition and text-to-speech technology development.
Legal Notice
Legal Notice Regarding Forward-Looking Statements: "Forward-Looking Statements" as defined in the Private Securities litigation Reform Act of 1995 may be included in this news release. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, but not limited to risks associated with changes in general economic and
business conditions, actions of our competitors, the extent to which we are able to develop new services and markets for our services, the time and expense involved in such development activities, the level of demand and market acceptance of our services, changes in our business strategies and acts of terror against the United States.
Contact:
Media Contacts
Big Mouth Communications
Amy Bonetti, 415-384-0900
amy@bigmouthpr.com
OR
Susie Marino, 415-613-9138
dearsusan@marino.com
OR
IR Contacts
Arthur Douglas and Associates
Art Batson, 407-478-1120
OR
IBIS Consulting Group, LLC
Dina Lyaskovets or Stephen Lee Gjolme, 949-852-8434

text: Wizzard

text: Libsyn

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text: Wizzard Software

text: Webmayhem

text: Liberated Syndication

text: Libsyn

text: Chris Spencer

text: Wizzard

text: Libsyn

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text: Wizzard

text: Libsyn

text: Libsyn

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text: Libsyn

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text:
EX-99.1
2
v243228_ex99-1.htm
EXHIBIT 99.1
Unassociated Document
Exhibit 99.1
APRICUS BIOSCIENCES LAUNCHES COMMERCIALIZATION ARM WITH DEFINITIVE ACGREEMENT TO ACQUIRE TOPOTARGET USA
--First Acquisition by Apricus Bio of an FDA Approved and Marketed US Drug
SAN DIEGO, December 16, 2011 --
Apricus Biosciences, Inc. ("Apricus Bio" or the "Company") (Nasdaq:
APRI
) announced today a definitive agreement to acquire Topotarget USA, Inc. ("Topotarget USA"), a subsidiary of Topotarget A/S, a public Danish company ("Topotarget A/S"). Topotarget USA owns Totect (Dexrazoxane HCl), the only drug approved by the FDA to treat a potentially serious complication of cancer therapy-the leakage of chemotherapy drugs from veins into surrounding tissues. This complication is known as anthracycline extravasation, and can lead to infections and tissue death.
With this acquisition, Apricus Bio will move into the commercialization and sales of oncology and oncology supportive care pharmaceuticals. Topotarget USA has a pre-existing sales infrastructure, sales team, and a revenue-generating product with strong future growth potential. "This is an important step for the Company's drug commercialization process. Since I came on board as the new CEO of Apricus Bio in 2010, the goal has been to advance the Company into a fully commercial pharmaceutical company", said Dr. Bassam Damaj, Chairman, President and CEO of Apricus Bio. "In addition to commercializing products that incorporate our NexACT® technology such as Vitaros® Femprox®, MycoVa® among others, we have also been looking for specific acquisitions that fit into our core focus of adding to our product portfolio, approved, revenue generating drugs. We are pleased to complete the first in what we believe will be a series of acquisitions taking us further into product commercialization and revenue generation, not only in the U.S. but also abroad".
To acquire Topotarget USA and its drug, Totect, Apricus Bio has agreed to purchase 100% of the outstanding common stock of that company in exchange for Apricus Bio common stock worth approximately $2 million in upfront payments and up to approximately $2 million more in Apricus common stock if certain milestones are achieved. Following the closing of the transaction contemplated by the Agreement, Apricus Bio, through Topotarget USA, will own all rights to Totect in the U.S. in North America and South America and the respective territories and possessions of the countries in North America and South America.
The sale is subject to customary closing conditions and is expected to close by December 31, 2011.
About Totect® and the Anthracycline Extravasation
Market
Totect or
Dexrazoxane HCl is used to treat anthracycline extravasation, which is the leaking of chemotherapy from the veins of cancer patients into tissues and other areas of the body. Anthracyclines are among the most used chemotherapy drugs to treat cancer. There are over 500,000 anthracycline infusions in the U.S. every year and if an extravasation that occurs following an anthracycline infusion is left untreated, patients with this condition may risk serious infection, tissue necrosis, or in some cases death. It is estimated that in the U.S., there are approximately 3,500 cancer centers that provide chemotherapy treatments where anthracyclines are administered. Totect, has been on the market in the U.S. since 2007, with 2011 sales estimated to be approximately $2 million. More information on Totect® can be found on www.totect.com.
About Apricus Biosciences, Inc.
Apricus Bio, a San Diego-based, revenue-generating, specialty pharmaceutical company, with commercial products and a broad pipeline across numerous therapeutic classes.
Revenues and growth are driven from the sales of the Company's commercial products and out-licensing in certain territories of its product pipeline and NexACT® technology. The company's pipeline includes Vitaros
®
, approved in Canada for the treatment of erectile dysfunction, Totect the only drug approved in the US for the treatment of anthracycline extravasation, as well as compounds in development from pre-clinical through pre-registration, currently focused on Sexual Dysfunction, Oncology, Dermatology, Autoimmune, Pain, Anti-Infectives, Diabetes and Consumer Healthcare.
The Company also expects to develop and/or acquire and then bring to market additional pharmaceutical products in areas of care that will benefit patient needs worldwide.
For further information on Apricus Bio, visit
http://www.apricusbio.com
, and for information on its subsidiary please visit
http://www.nexmedusa.com
. You can also receive information at
http://twitter.com/apricusbio
and
http://facebook.com/apricusbio
.
About Topotarget A/S
Topotarget (NASDAQ OMX: TOPO.CO) is an international biopharmaceutical company headquartered in Copenhagen, Denmark, dedicated to clinical development and registration of oncology products. Topotarget A/S focuses, in collaboration with Spectrum Pharmaceuticals, Inc., on the development in pivotal studies of its lead drug candidate, belinostat, which has shown positive results as a monotherapy treating hematological malignancies and positive results in solid tumors. Belinostat may be used in combination with full doses of chemotherapy, and is in a pivotal trial within PTCL (peripheral T-cell lymphoma).
Apricus Bio's Forward-Looking Statement Safe Harbor
Statements under the Private Securities Litigation Reform Act, as amended: with the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risks and uncertainties that may individually or mutually impact the matters herein described for a variety of reasons that are outside the control of the Company, including, but not limited to, its ability to further develop its and their products such as Vitaros® for erectile dysfunction, Totect for anthracycline extravasation and other products and product candidates, to have its products and product candidates approved by relevant regulatory authorities, to successfully commercialize such products and product candidates, to integrate successfully its acquired companies such as Topotarget USA and other companies, products and technologies and to achieve its development, commercialization and financial goals. Readers are cautioned not to place undue reliance on these forward-looking statements as actual results could differ materially from the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company's most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q and other filings made with the SEC. Copies of these reports are available from the SEC's website or without charge from the Company.
Topotarget Safe Harbor Statement
This announcement may contain forward-looking statements, including statements about our expectations of the progression of our preclinical and clinical pipeline including the timing for commencement and completion of clinical trials and with respect to cash burn guidance. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Topotarget cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the following: The risk that any one or more of the drug development programs of Topotarget will not proceed as planned for technical, scientific or commercial reasons or due to patient enrollment issues or based on new information from non-clinical or clinical studies or from other sources; the success of competing products and technologies; technological uncertainty and product development risks; uncertainty of additional funding; Topotarget's history of incurring losses and the uncertainty of achieving profitability; Topotarget's stage of development as a biopharmaceutical company; government regulation; patent infringement claims against Topotarget's products, processes and technologies; the ability to protect Topotarget's patents and proprietary rights; uncertainties relating to commercialization rights; and product liability exposure; We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Contacts:
Apricus Biosciences, Inc.
Edward Cox, V.P.
Corporate Development & Investor Relations
Apricus Bio, Inc.
(858) 848-4249
ecox@apricusbio.com
Apricus Bio Investor Relations
Paula Schwartz
Rx Communications Group, LLC
(917) 322-2216
pschwartz@rxir.com

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text:
EX-99
3
ex991.htm
EXHIBIT 99
SAILOR PRODUCTIONS INC
Information Architects Unveils the Big Network, a Big Entertainment Company
Tuesday May 16, 11:30 am ET
FT. LAUDERDALE, FL--(MARKET WIRE)--May 16, 2006 -- Information Architects (OTC BB:
IACH.OB
-
News
), a leader in online information solutions, today announced aggressive plans to drive BIG INTERNATIONAL GROUP OF ENTERTAINMENT INC., (Big Entertainment) forward. Big Entertainment is an entertainment entity that was formed to act as a nucleus for five other entertainment based corporations that will create a multi-media "think tank" to compete in the global marketplace.
The acquisition of Big Entertainment is a significant part of the company's business plan that will allow them to secure a competitive advantage in the entertainment industry. The first Big Entertainment Company to receive focus is the Big Network. The Big Network was designed specifically as a support entity to enhance the television, animation and publishing companies. Big Network intends to utilize the Internet to market, and in some cases, deliver Big Entertainment's children's books, music publications, new artists on the record label and direct individuals to their themed destinations.
The Big Network's main responsibility is to tie all the products and services of the entertainment entities together, all in one location. "It is our plan to create a tight linkage of all our entertainment entities and make them easily accessible to our target market. As we continue to execute our business plans for Big Entertainment, I hope one message is clear, Information Architects is serious in their commitment to provide quality entertainment for the entire family", said 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.
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.

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EX-99.1
2
d454840dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Heritage Acquires Narragansett Bay Insurance to Create Leading Super Regional Personal Lines Insurance
Carrier
CLEARWATER, Fla., Nov. 30, 2017 - Heritage Insurance Holdings, Inc. (NYSE:HRTG) ("Heritage" or the "Company"), a
property and casualty insurance holding company, today announced the completion of its acquisition of NBIC Holdings, Inc., the parent company of Narragansett Bay Insurance Company ("NBIC"), a leading specialty underwriter of personal
residential insurance products and services in states along the Eastern seaboard. Heritage acquired NBIC for $250 million, consisting of $210 million in cash and $40 million in shares of its common stock, subject to post-closing
adjustments. The combined entity will be a leading super regional personal lines carrier, with a presence in 11 states and over $900 million of gross premiums written. Heritage expects the transaction to be immediately accretive to earnings per
share and ROE.
Bruce Lucas, the Company's Chairman and CEO, said, "We are very excited to join forces with NBIC, a seasoned company with a
strong track record and talented management team. Completing this acquisition represents a quantum leap forward in executing our geographic diversification strategy. We see an enormous opportunity to leverage our combined platform to accelerate
growth along the Eastern seaboard. We expect an approximate increase of 50% in gross premiums written and net income in 2018 as a direct result of this transaction. The new products, partnerships and bundled products that we will gain from the NBIC
business make this transformative acquisition an important step in our continued growth. We look forward to working with NBIC's employees and agents for years to come".
About Heritage
Heritage Insurance Holdings, Inc. is a property and casualty insurance holding company headquartered in Clearwater, Florida. Its subsidiaries, Heritage
Property & Casualty Insurance Company, Zephyr Insurance Company and NBIC Holdings, Inc. ("NBIC"), write personal and commercial residential premium through a large network of experienced agents in Florida, Hawaii, North Carolina,
South Carolina, Georgia, and Alabama, and, with the acquisition of NBIC, also in Connecticut, Massachusetts, New Jersey, New York and Rhode Island. Heritage Insurance Holdings, Inc. is led by a seasoned senior management team with an average of 30
years of insurance industry experience.
About Narragansett Bay Insurance Company
Narragansett Bay Insurance Company, headquartered in Rhode Island, offers specialty insurance services and products to homeowners through an extensive network
of independent agents along the Eastern Seaboard and actively seeks to insure coastal homeowners. Demotech, an independent financial analysis and actuarial services firm that rates the financial security of property and casualty companies, maintains
an "A, Exceptional" Financial Stability Rating (FSR) for NBIC. To find more information on NBIC, visit www.NBIC.com.
Forward-Looking
Statements
Statements in this press release that are not historical facts are forward-looking statements that are subject to certain risks and
uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe,"
"anticipate", "intend", "could", "would", "estimate", "or "continue" or the other negative variations thereof or comparable terminology are intended to identify forward-looking
statements. Forward-looking statements, including, without limitation, the expected benefits of the acquisition, and the anticipated synergies from the acquisition, relate to Heritage's current expectations, beliefs, projections, and similar
expressions concerning matters that are not historical facts and are not guarantees of future performance. The risks and uncertainties that could cause our actual results to differ from those expressed or implied herein include, without limitation:
the success of the Company's marketing initiatives; inflation and other changes in economic conditions (including changes in interest rates and financial markets); the impact of new federal and state regulations that affect the property and
casualty insurance market; the costs of reinsurance and the collectability of reinsurance; assessments charged by various governmental agencies; pricing competition and other initiatives by competitors; our ability to obtain regulatory approval for
requested rate changes, and the timing thereof; legislative and regulatory developments; the outcome of litigation pending against us, including the terms of any settlements; risks related to the nature of our business; dependence on investment
income and the composition of our investment portfolio; the adequacy of our liability for losses and loss adjustment expense; our ability to build and maintain relationships with insurance agents; claims experience; ratings by industry services;
catastrophe losses; reliance on key personnel; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail); changes in loss trends; acts of war and
terrorist activities; court decisions and trends in litigation; and other matters described from time to time by us in our filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Report on Form
10-K
for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 15, 2017. The Company undertakes no obligations to update, change or revise any forward-looking
statement, whether because of new information, additional or subsequent developments or otherwise.
Heritage Insurance Holdings Inc.
Investor Contact:
Steve Martindale, CFO
727-362-7203
smartindale@heritagepci.com
Or
Joseph Peiso, Investor Relations Director
727-362-7261
jpeiso@heritagepci.com

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text: NBIC

text: Heritage

text: Bruce Lucas

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text: NBIC

text: Heritage

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text: NBIC Holdings, Inc.

text: NBIC

text: NBIC

text: Heritage Insurance Holdings, Inc.

text: NBIC

text: NBIC

text: Heritage

text: Steve Martindale

text: Joseph Peiso


text:
EX-99.1
5
ex_107337.htm
EXHIBIT 99.1
ex_107329.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE:
March
2
, 2018
Stanley Furniture Company, Inc.
Investor Contact: Anita W. Wimmer
(336) 884-7698
STANLEY FURNITURE
ANNOUNCES
CLOSING OF
SA
L
E OF
SUBSTANTIALLY ALL OF ITS ASSETS
High Point, North Carolina,
March 2, 2018/
GLOBE NEWSWIRE/ - Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) announced today that on March 2, 2018, its stockholders approved the previously announced sale of substantially all of its assets to Churchill Downs LLC ("Buyer"), and the Company consummated the sale transaction pursuant to the terms of the asset purchase agreement dated November 20, 2017, as amended on January 22, 2018. The purchase price consisted of approximately $10.8 million in cash, a subordinated promissory note in the principal amount of approximately $7.4 million, and a 5% equity interest in Buyer's post-closing ultimate parent company. The Buyer also assumed substantially all the Company's liabilities. The Company retained certain assets, including cash of approximately $0.8 million (approximately $0.6 million of which is restricted cash), net operating loss carryforwards, and any remaining payments under the Continued Dumping and Subsidy Offset Act. The Company used cash proceeds from the asset sale of approximately $1.3 million to pay the outstanding balance under its credit agreement with Wells Fargo and estimates additional transaction costs for the asset sale of approximately $2.7 million. In connection with the asset sale and consistent with the terms of the asset purchase agreement, the Company is changing its name to HG Holdings, Inc.
As previously announced, the Company does not intend to liquidate following the closing of the transaction. The Company
's board of directors will evaluate alternatives for use of the cash consideration, which are expected to include using a portion of the cash to either repurchase Company common stock or pay a special dividend to stockholders and also using a portion of the cash to acquire non-furniture related assets that will allow the Company to potentially derive a benefit from its net operating loss carryforwards.
Steven A. Hale II,
Chairman of the Board, stated, "We're pleased to close this transaction and thank the many people who contributed to its successful completion. The Company will now be able to focus solely on evaluating alternatives for deploying its cash and potentially deriving a benefit from the Company's net operating loss carryforwards. We look forward to this next chapter in the Company's history".
About
the Company
Stanley Furniture Company, Inc.
formerly operated as a leading design, marketing and overseas sourcing resource in the upscale segment of the wood residential furniture market. After the sale of substantially all of its assets on March 2, 2018, the Company is changing its name to HG Holdings, Inc. and will evaluate alternatives for use of its cash. The Company's common stock is traded on the NASDAQ stock market under the symbol STLY.
Forward-Looking Statements
Certain statements made in this news release are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as "believes", "estimates", "expects", "may", "will", "should", "could", or "anticipates", or the negative thereof or other variations thereon or comparable terminology. These statements reflect our reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those in the forward-looking statements. Such risks and uncertainties include
the costs associated with litigation relating to the asset sale transaction, the occurrence of events that negatively impact the Company's liquidity in such a way as to limit or eliminate the Company's ability to use proceeds from the transaction to fund a repurchase program or pay a special dividend, or an inability on the part of the Company to identify a suitable business to acquire or develop with the proceeds of the transaction, as well as the other risks and uncertainties identified in filings by the Company with the Securities and Exchange Commission, including its periodic reports on Form 10-K and Form 10-Q. Any forward-looking statement speaks only as of the date of this news release and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

text: Stanley Furniture Company, Inc.

text: STANLEY FURNITURE

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text: Churchill Downs LLC

text: Steven A. Hale II

text: Stanley Furniture Company, Inc.