text:
EX-99.1
9
a17-21150_1ex99d1.htm
EX-99.1
Exhibit 99.1
Surgery Partners Completes Acquisition of National Surgical Healthcare
Combination creates leading independent surgery company with strong musculoskeletal programs
Bain Capital Private Equity completes acquisition of H.I.G. Capital's stake in Surgery Partners with the NSH close
NASHVILLE, Tenn. - August 31, 2017 -
Surgery Partners, Inc. (NASDAQ:SGRY) ("Surgery Partners"), a leading healthcare services company, today announced that it has successfully completed its previously announced acquisition of National Surgical Healthcare ("NSH"), an owner and operator of surgical facilities in partnership with local physicians.
On May 9, 2017, Surgery Partners announced a definitive merger agreement under which Surgery Partners would acquire NSH from Irving Place Capital for approximately $760 million. The combination of Surgery Partners and NSH creates an enterprise with 125 surgical facilities across 32 states, with a strong presence in musculoskeletal programs, including orthopedics, pain and spine. In addition, the combined company operates a network of over 5,000 physicians and ancillary services, resulting in a diversified surgical provider.
"With the addition of National Surgical Healthcare, Surgery Partners has strengthened its position as the nation's largest independent provider of outpatient surgical services. This transaction also enhances our focus on musculoskeletal specialties, where we anticipate significant growth as commercial payors and Medicare look to transition more procedures to the outpatient setting", said Mike Doyle, Chief Executive Officer of Surgery Partners. "I would like to welcome the NSH team and physicians and look forward to working together to further develop our network healthcare services".
Financing for the deal consists of Surgery Partners' recently completed offering of $370 million in 6.750% senior unsecured notes due 2025, a new $1.29 billion term loan and a new preferred security purchased by Bain Capital Private Equity. At closing, the Company remains well capitalized with sufficient liquidity to fund both internal and acquisition driven growth initiatives, with cash on the balance sheet in excess of $180 million, in addition to a revolver entirely undrawn at close. Simultaneously with the closing of this transaction, Bain Capital Private Equity, as previously announced, has completed its purchase of H.I.G. Capital's 54% stake in Surgery Partners at $19 per share.
Jefferies LLC acted as the exclusive financial advisor to Surgery Partners and provided committed financing to the company for the transaction. Ropes & Gray LLP served as legal counsel to Surgery Partners, and PwC LLP has acted as accounting advisor to Surgery Partners and Bain Capital Private Equity. Kirkland & Ellis LLP acted as legal counsel to Bain Capital Private Equity. J.P. Morgan Securities LLC acted as financial advisor to NSH, and Weil, Gotshal & Manges LLP as legal advisor to NSH and Irving Place Capital.
About Surgery Partners
Headquartered in Nashville, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high quality, cost effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country. With the addition of National Surgical Healthcare, the company now operates more than 180 locations in 32
states, including ambulatory surgical facilities, surgical hospitals, a diagnostic laboratory, multi-specialty physician practices and urgent care facilities.
About Bain Capital Private Equity
Bain Capital Private Equity (www.baincapitalprivateequity.com) has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since our founding in 1984. Our team of more than 220 investment professionals creates value for our portfolio companies through our global platform and depth of expertise in key vertical industries, including industrials, consumer/retail, financial and business services, healthcare, and technology, media and telecommunications. We have a history of successful investments across a broad range of healthcare sectors including service providers, facilities, life sciences, devices, and distribution. Our experience owning industry leading facilities-based healthcare businesses includes HCA Healthcare, Acadia Healthcare Company, Air Medical Group Holdings, Grupo NotreDame Intermedica and Aveanna Healthcare, among others. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, and leverages the firm's shared platform to capture opportunities in strategic areas of focus.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding certain growth and liquidity expectations. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Contacts:
Surgery Partners, Inc.
Teresa Sparks, Chief Financial Officer
(615) 234-8940
IR@surgerypartners.com

text: Surgery Partners

text: National Surgical Healthcare

text: Bain Capital Private Equity

text: H.I.G. Capital

text: Surgery Partners

text: NSH

text: Surgery Partners, Inc

text: Surgery Partners

text: National Surgical Healthcare

text: NSH

text: Surgery Partners

text: Surgery Partners

text: NSH

text: Irving Place Capital

review_confirmation: User-confirmed BUSTER seller span and unannotated repeated mention

text: Surgery Partners

text: NSH

text: National Surgical Healthcare

text: Surgery Partners

text: Mike Doyle

text: Surgery Partners

text: NSH

text: Surgery Partners

text: Bain Capital Private Equity

text: Bain Capital Private Equity

text: H.I.G. Capital

text: Surgery Partners

text: Jefferies LLC

text: Surgery Partners

text: Ropes & Gray LLP

text: Surgery Partners

text: PwC LLP

text: Surgery Partners

text: Bain Capital Private Equity

text: Kirkland & Ellis LLP

text: Bain Capital Private Equity

text: J.P. Morgan Securities LLC

text: NSH

text: Weil, Gotshal & Manges LLP

text: NSH

text: Irving Place Capital

text: Surgery Partners

text: Surgery Partners

text: Surgery Partners

text: National Surgical Healthcare

text: Bain Capital Private Equity

text: Bain Capital Private Equity

text: Surgery Partners, Inc

text: Teresa Sparks


dataset: buster

text:
EX-99.1
3
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
Intermix Media Announces Closing of Focalex Acquisition and Provides Update on Stockholder Litigation
LOS ANGELES, Nov. 8 - Intermix Media, Inc. (Amex: MIX) announced today that it has
consummated its acquisition of Massachusetts- based Focalex, Inc., an Internet advertising and affiliate marketing company. Under the terms of the acquisition agreement previously announced by Intermix on October 12, 2004, the Company will pay
Focalex stockholders aggregate acquisition consideration of $4.3 million consisting of approximately $2.6 million in cash and 548,000 shares of Intermix Media common stock.
Intermix Media also provided an update today on its pending stockholder litigations matters. On October 1, 2004, the Company's motion
to dismiss the consolidated derivative action pending against the Company and various of its current and former officers and directors in Los Angeles Superior Court was granted and the lawsuit was dismissed. Plaintiffs may appeal the decision of the
Court, but to date, have not filed notice of their intent to do so.
In
addition, the Company announced today that an agreement in principle has been reached to settle a consolidated securities class action case pending in U.S. District Court in Los Angeles. The lead plaintiff and the Company have agreed to settle the
lawsuit for $5.5 million in cash. The Company's insurance carriers have conditionally agreed to fund the entire settlement. Consummation of the settlement is conditioned on agreement by the parties to the additional terms and conditions of a
stipulation of settlement and upon the Court's acceptance and approval of the settlement.
"The anticipated resolution of the class action lawsuit is another important milestone in the turn-around of Intermix Media", said Richard Rosenblatt, Chief Executive Officer. "This settlement is an
important step toward removing obstacles that could hinder the growth of the business and the enhancement of stockholder value, and is not an admission of guilt or wrongdoing in any respect".
ABOUT INTERMIX
Intermix Media is a leading online media and entertainment company that leverages proprietary technologies, analytical marketing tools, and
unique viral and user generated content across its vast online network and develops ecommerce brands. Intermix Media operates through two business units - the Intermix Network and Alena.
The Intermix Network reaches over 15 million consumers each month through more than 50
websites grouped into three main categories: social networking, casual gaming and viral entertainment. MySpace.com is the Internet's leading social networking site with over 4.7 million members. Grab.com, Intermix's premier gaming site, is
the first and most comprehensive self-governing casual gaming site. In addition, Intermix Network users share over 500,000 pieces of content per day making it one of the most shared content destinations on the Web.
Beginning with the Intermix Network, Alena utilizes the Internet to provide a complete
start-to-finish solution for bringing new products to market through a unique integration of proprietary technologies and analytical marketing.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements that involve risks, uncertainties and assumptions about the matters discussed. No assurances can be given that the future results or events covered by such
forward-looking statements will be achieved or that the settlement described herein will be consummated, and we assume no obligation to update any such forward-looking statements. The factors which could
cause actual results or events to differ materially from those suggested by any such statements include, among others,
those discussed in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as well as the following additional factors: the risk that the Company, lead plaintiff in the class action lawsuit and/or any of the other
defendants in the lawsuit cannot agree on the additional terms and conditions of the settlement to be negotiated and documented in connection with presenting such settlement to the Court for approval; the risk that the Court declines to approve the
settlement as a full and final compromise of the claims of the stipulated class of plaintiffs; the risk that a number of members of the class covered by the settlement choose to opt out of the settlement thereby triggering a right of the Company to
terminate the settlement; the risk that the Company's insurance carriers fail or refuse for any reason to fund the settlement; and the risk that the Company's excess D&O carrier elects to challenge its obligation to provide coverage
for settlement of the class action lawsuit and seeks reimbursement for such amounts from the Company. The preceding matters constitute cautionary statements identifying important factors with respect to such forward-looking statements, including
certain risks and uncertainties that could cause actual results to vary materially from the future results covered in such forward-looking statements. Other factors could also cause actual results to vary materially from the future results covered
in such forward-looking statements.

label: organization

text: Intermix Media

text: Focalex

text: Intermix Media, Inc.

text: Focalex, Inc.

text: Focalex

text: Intermix Media

text: Intermix Media

text: Intermix Media

label: person

text: Richard Rosenblatt

text: Intermix Media

text: Intermix Media

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
3
ex991-202003138xk.htm
EXHIBIT 99.1
Exhibit
EXHIBIT 99.1
CLEVELAND-CLIFFS COMPLETES ACQUISITION OF AK STEEL
CLEVELAND - March 13, 2020 - Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has successfully completed the acquisition of AK Steel Holding Corporation, integrating North America's largest producer of iron ore pellets downstream into the production of value-added steel and specialty manufactured parts for the automotive industry. The combined company will be led by Chairman, President and Chief Executive Officer Lourenco Goncalves.
"This is a new era for Cleveland-Cliffs as a producer of differentiated, high quality iron ore, metallics and steel in North America. The new Cliffs will begin from a unique position of strength in our industry, with a dynamic combination of assets including two efficient integrated blast furnace steel mills, two electric arc furnace plants, a new state-of-the-art HBI plant and several other highly technologically developed facilities. We will be catering to a desirable customer base and primarily doing business in the United States, the most resilient manufacturing economy in the world", said Mr. Goncalves. "I am honored to be leading a Company that is built on such a rich history, and now combines mining, pelletizing, direct-reduction, EAF steelmaking, BF/BOF steelmaking, highly technologically developed finishing mills and automated manufacturing of auto-parts." Mr. Goncalves concluded: "I am also very pleased to welcome the AK Steel employees and the unions representing the workforce throughout the country to the Cleveland-Cliffs family. From now on, we are a single, united and very strong team".
About Cleveland-Cliffs Inc.
Founded in 1847, Cleveland-Cliffs is among the largest vertically integrated producers of differentiated iron ore and steel in North America. With an emphasis on non-commoditized products, Cliffs is uniquely positioned to supply both customized iron ore pellets and sophisticated steel solutions to a quality-focused customer base, with an industry-leading market share in the automotive industry. In 2020, Cliffs also expects to be the sole producer of hot briquetted iron (HBI) in the Great Lakes region. A commitment to environmental sustainability is core to our business operations and extends to how we partner with stakeholders across our communities and the steel value chain. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 12,000 people across mining and steel manufacturing operations in the United States, Canada and Mexico. For more information, visit http://www.clevelandcliffs.com
Source: Cleveland-Cliffs Inc.
MEDIA CONTACT:
Patricia Persico
Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
Paul Finan
Director, Investor Relations
(216) 694-6544
CLEVELAND-CLIFFS INC. 200 PUBLIC SQUARE SUITE 3300 CLEVELAND, OH 44114-2544

text: CLIFFS

text: Cleveland-Cliffs Inc.

text: AK Steel Holding Corporation

text: Cliffs

text: Cleveland-Cliffs Inc.

text: Cliffs

text: Cliffs

text: Cleveland-Cliffs Inc.

text: Patricia Persico

text: Paul Finan

text: CLEVELAND-CLIFFS INC.


text:
EX-99.1
2
k02028_xsspr.htm
PRESS RELEASE DATED JANUARY 8, 2008
KELLWOOD COMPLETES SALE OF SMART SHIRTS
AND RELATED REAL ESTATE ASSETS
Proceeds to be Used to Repurchase Shares and Reduce Debt
ST. LOUIS, MO., January 8, 2008 - Kellwood Company [NYSE:KWD] today announced that it has completed the sale of its Smart Shirts manufacturing operations and related real estate assets in two separate transactions resulting in gross proceeds of approximately $162 million in cash in the aggregate according to Robert C. Skinner, Jr., chairman, president and chief executive officer.
Kellwood received approximately $121 million in cash at closing from the sale of the Smart Shirts business from Youngor Group Co., Ltd. Separately, the Company sold its Smart Shirts real estate assets in Hong Kong to Bright Treasure Development Ltd. for approximately $41 million in cash.
"This previously announced sale is an important step in the execution of our long-term financial and strategic plans. We significantly reduced our percentage of private label business and eliminated capital-intensive manufacturing from our operations while enhancing our focus on the development of lifestyle brands with the strongest opportunities for sales and earnings growth", stated Skinner.
The proceeds from the transactions will be used to repurchase shares and reduce debt. On January 3, 2008, Kellwood announced that the Board of Directors authorized the Company to enter into an $80 million accelerated share repurchase program.
"The repurchase of our shares is a tremendous investment opportunity and is indicative of the Board's confidence in our ability to execute on our strategic initiatives", added Skinner. "The use of the proceeds from these transactions will enhance shareholder value and strengthen our balance sheet while maintaining the financial flexibility for future investments in our business".
UBS Investment Bank acted as financial advisor to the Company in connection with the sale of the Smart Shirts business.
About Kellwood
Kellwood (NYSE:KWD) is a $1.6 billion leading marketer of apparel and consumer soft goods. Specializing in branded products, the Company markets to all channels of distribution with products and brands tailored to each specific channel. Kellwood brands include Vince®, HOLLYWOULD®, Phat Farm®, Baby Phat®, Sag Harbor®, Koret®, Jax®, Democracy®, Sangria™, Jolt®, My Michelle®, Briggs New York®, Hanna Andersson®, Onesies®, Kelty®, Royal Robbins® and Sierra Designs®. Calvin Klein®, XOXO®, David Meister®, Gerber®, and O Oscar, an Oscar de la Renta Company, are produced under licensing agreements. For more information, visit www.kellwood.com.
MEDIA CONTACT
:
Donna B. Weaver
VP Corporate Communications
212.329.8072
donna.weaver@kellwood.com
-MORE-
FINANCIAL CONTACT
:
Samuel W. Duggan II
VP Investor Relations and Treasurer
Kellwood Company
314.576.8580
sam.duggan@kellwood.com
Joele Frank / Eric Brielmann / Jennifer Schaefer
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
Allison Malkin
Integrated Corporate Relations
203.682.8225
Statements in this press release that are not strictly historical are "forward-looking" statements within the meaning of the safe harbor provisions of the federal securities laws. Actual results may differ materially due to risks and uncertainties that are described in the Company's Form 10-K and other filings with the SEC.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe", "expect", "will", "estimate", "project", "forecast", "planned", "should", "anticipate" and similar expressions may identify forward-looking statements. Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot and do not give any assurance that such expectations will prove to be correct. These forward-looking statements, which represent the Company's expectations concerning future events, are based on various assumptions and are subject to a number of risks and uncertainties. These risks include, without limitation: intense competition in the apparel industry on many fronts, including from our retail customers' private label or exclusive brand programs; failing to continually anticipate fashion
trends and consumer tastes; uncertainties regarding consumer confidence and spending patterns; concentration of our customers; consolidation and change in the retail industry; performance of our retail customers in selling our goods; execution of the long-term corporate strategy; loss of key personnel; continued value of owned and licensed brands; ability to generate sufficient sales to offset the minimum royalty payments we must pay with respect to licensed brands; inability to protect our intellectual property rights; reliance on independent manufacturers; ability to successfully complete the restructuring plans; the continued movement in the global location of lowest cost manufacturing sources; fluctuations in the price, availability and quality of raw materials; availability of suitable acquisition candidates; integration of completed acquisitions into our existing business and the availability of reasonably priced debt.. These factors should be read in conjunction with the risk
factors included in our Annual Report to Stockholders on Form 10-K for 2006 (the fiscal year ended February 3, 2007) and subsequent periodic filings. Actual results could differ materially from those expressed or implied in forward-looking statements. The Company disclaims any obligation to publicly update or revise any of its forward-looking statement.
###
2

text: KELLWOOD

text: Kellwood Company

text: Kellwood

text: Youngor Group Co., Ltd.

text: Bright Treasure Development Ltd.

text: Kellwood

text: UBS Investment Bank

override: organization

text: Kellwood

text: Kellwood

text: Kellwood

text: Donna B. Weaver

text: Samuel W. Duggan II

text: Kellwood Company


text:
EX-99.1
3
a09-17266_1ex99d1.htm
EX-99.1
Exhibit 99.1
WILSHIRE
BANCORP, INC.
CONTACT:
Joanne Kim, President &
CEO, 213-639-1843
800 Wilshire Boulevard, Suite 300
Alex Ko, SVP &
CFO, 213-427-6560
Los Angeles, CA 90017-2604
www.wilshirebank.com
TEL 213-955-0020
NEWS RELEASE
Wilshire
State Bank Assumes All Loans and Deposits of Mirae Bank
LOS ANGELES (June 26,
2009)-Wilshire Bancorp, Inc. (NASDAQ: WIBC) announced today that its
wholly-owned subsidiary bank, Wilshire State Bank, purchased the assets and
assumed the entire deposits and secured borrowings of Mirae Bank from the
Federal Deposit Insurance Corporation ("FDIC"). The California Department of
Financial Institutions declared Mirae Bank closed today and appointed the FDIC
as receiver. All five branches of Mirae Bank will reopen as Wilshire State Bank
branches on Monday morning, June 29, 2009, and resume ordinary banking
operations. The Olympic branch will remain closed this Saturday, June 27,
2009 and reopen on Monday morning, along with the other four branches.
"We are very pleased to
welcome the customers and the employees of Mirae Bank to the Wilshire State
Bank family", said Wilshire Bancorp President and CEO Joanne Kim. "We are working diligently with Mirae Bank
employees and the FDIC, and are taking every possible measure to ensure that
the transition will be as smooth and seamless as possible so that any
disruption to the services to customers of Mirae will be reduced to an absolute
minimum."
Ms. Kim continued: "Customers
of Mirae Bank should continue to use their existing branches, checks, ATM or
debit cards. If former Mirae Bank customers have any questions regarding their
accounts, they should continue to use the same channels as they have in the
past, including contacting their local branch. Delivering superior customer
service is our objective. Customers can rest assured their deposits are safe
and sound at Wilshire State Bank, which is well-capitalized and profitable".
"The strategic
acquisition of the banking operations of Mirae Bank will strengthen our position
in the multi-ethnic greater Los Angeles market", noted Steven Koh, Wilshire
Bancorp's Chairman of the Board. "Consistent with our strategy, acquisitions
like these are an efficient means of leveraging our strong capital base and
investing in markets with which we are very familiar".
ABOUT THE COMPANY
Headquartered in Los
Angeles, Wilshire State Bank operates 21 branch offices in California, Texas,
New Jersey and New York, and five loan production offices in Dallas, Houston,
Atlanta, Denver, and Annandale, VA, and is an SBA preferred lender nationwide.
Wilshire State Bank is a community bank with a focus on commercial real estate
lending and general commercial banking, with its primary market encompassing
the multi-ethnic populations of the Los Angeles Metropolitan area. Wilshire
Bancorp's strategic goals include increasing shareholder and franchise value by
continuing to grow its multi-ethnic banking business and expanding its
geographic reach to other similar markets with strong levels of small business
activity.
www.wilshirebank.com
FORWARD-LOOKING
STATEMENTS
Statements concerning
future performance, events, or any other guidance on future periods constitute
forward-looking statements that are subject to a number of risks and
uncertainties that might cause actual results to differ materially from stated
expectations. Specific factors include, but are not limited to, loan production
and sales, credit quality, the ability to expand net interest margin, the
ability to continue to attract low-cost deposits, success of expansion efforts,
competition in the marketplace and general economic conditions. The financial
information contained in this release should be read in conjunction with the
consolidated financial statements and notes included in Wilshire Bancorp's most
recent reports on Form 10-K and Form 10-Q, as filed with the
Securities and Exchange Commission, as they may be amended from time to time.
Results of operations for the most recent quarter are not necessarily
indicative of operating results for any future periods. Any projections in this
release are based on limited information currently available to management and
are subject to change. Since management will only provide guidance at certain
points during the year, Wilshire Bancorp will not necessarily update the
information. Such information speaks only as of the date of this release.
Additional information on these and other factors that could affect financial
results are included in filings by Wilshire Bancorp with the Securities and
Exchange Commission.

text:
WILSHIRE
BANCORP, INC.

text: Joanne Kim

text:
Wilshire
State Bank

text: Mirae Bank

text: Wilshire Bancorp, Inc.

text: Wilshire State Bank

text: Mirae Bank

text: Federal Deposit Insurance Corporation

text: Mirae Bank

text: Mirae Bank

text: Wilshire State Bank

text: Mirae Bank

text:
Wilshire State
Bank

text: Joanne Kim

text: Mirae Bank

text: Mirae Bank

text: Mirae Bank

text: Wilshire State Bank

text: Mirae Bank

text: Wilshire State Bank

text: Wilshire State Bank


text:
EX-99.1
2
a06-26159_1ex99d1.htm
PRESS RELEASE DATED DECEMBER 19, 2006
Exhibit
99.1
News Release
TC PipeLines, LP acquires
Tuscarora Gas Transmission Company
Calgary, Alberta - December 19, 2006 - (Nasdaq: TCLP) - TC PipeLines,
LP (the Partnership) today announced it has closed its acquisition of Sierra
Pacific Resources' 50 per cent interest in Tuscarora Gas Transmission Company
(Tuscarora) for approximately US$100 million. The Partnership has also
indirectly assumed US$37 million of Tuscarora debt. TC PipeLines, LP now owns
or controls 99 per cent of Tuscarora. TransCanada Corporation (TransCanada),
the parent company of the Partnership's general partner, TC PipeLines GP, Inc.,
indirectly holds a 1 per cent ownership interest.
"Tuscarora is a high quality asset with a strong long-term contract
profile, rate stability and a history of steady organic growth", said Russ
Girling, president and chief executive officer of TC PipeLines GP, Inc.,
general partner of TC PipeLines, LP. "These attributes, combined with the
Partnership's existing ownership of Tuscarora and the pipeline's physical
connection to TransCanada's system, make Tuscarora an excellent investment for
TC PipeLines LP, and our unit holders".
The Partnership also announced the closing of a US$410 million senior
credit facility. Borrowings under the credit facility will bear interest based,
at the Partnership's election, on the London interbank offered rate (LIBOR) or
the prime rate plus, in either case, an applicable margin. The effective
interest rate as at the closing of the credit facility on December 12, 2006 was
6.07 per cent. This represents a decrease in the interest rate from the
previous rate of 6.325 per cent. The facility was used to refinance an existing
bridge facility and to finance the acquisition of the additional ownership
interest in Tuscarora. The Partnership has the right to make optional
repayments on the facility. The facility has a five-year term subject to two
one-year extensions.
Tuscarora owns a 240-mile, 20-inch diameter, United States interstate
pipeline system with a subscribed capacity of approximately 180 MMcf/d. The
Tuscarora pipeline system originates at an interconnection point with existing
facilities of TransCanada's Gas Transmission Northwest System near Malin,
Oregon and runs southeast through northeastern California and northwestern
Nevada, terminating near Wadsworth, Nevada.
Tuscarora has firm transportation contracts for over 95 per cent of its
available contracted capacity. A subsidiary of Sierra Pacific Resources holds
contracts representing 69 per cent of the total available capacity, the
majority of which expires on October 31, 2017.
A TransCanada subsidiary will become the operator of Tuscarora, which
is currently operated by an affiliate of Sierra Pacific Resources. TransCanada
has provided gas control services for the Tuscarora pipeline system since late
2002.
The Tuscarora acquisition follows the Partnership's acquisition in
April 2006 of an additional 20 per cent of Northern Border Pipeline Company, an
interstate pipeline that transports natural gas from the Montana-Saskatchewan
border to markets in the U.S. midwest. Northern Border Pipeline is a leading
transporter of natural gas imported from Canada into the U.S.
TC PipeLines, LP is a publicly traded limited partnership. It owns a 50
per cent interest in Northern Border Pipeline Company, a Texas general
partnership, and a 99 per cent interest in Tuscarora Gas Transmission Company,
a Nevada general partnership. Northern Border Pipeline owns a 1,249-mile United
States interstate pipeline system that transports natural gas from the
Montana-Saskatchewan border to markets in the midwestern United States.
Tuscarora owns a 240-mile United States interstate pipeline system that
transports natural gas from Oregon where it interconnects to TransCanada's Gas
Transmission Northwest System. TC PipeLines, LP is managed by its general
partner, TC PipeLines GP, Inc., an indirect wholly owned subsidiary of
TransCanada Corporation. TC PipeLines GP, Inc., also holds common units of the
Partnership. Common units of TC PipeLines, LP are quoted on the NASDAQ Stock
Market and trade under the symbol "TCLP".
Cautionary Statement Regarding Forward-Looking Information
This news release may include forward-looking statements regarding
future events and the future financial performance of TC PipeLines, LP. Words
such as "believes", "expects", "intends", "forecasts", "projects", and similar
expressions identify forward-looking statements. All forward-looking statements
are based on the Partnership's current beliefs as well as assumptions made by
and information currently available to the Partnership. These statements
reflect the Partnership's current views with respect to future events. The
Partnership assumes no obligation to update any such forward-looking statement
to reflect events or circumstances occurring after the date hereof. Important
factors that could cause actual results to materially differ from the
Partnership's current expectations include regulatory decisions, particularly
those of the Federal Energy Regulatory Commission and the Securities and
Exchange Commission, the ability of Northern Border Pipeline to recontract its
available capacity at maximum rates, operational decisions of Northern Border
Pipeline's operator, the failure of a shipper on either one of the Partnership's
pipelines to perform its contractual obligations, cost of acquisitions, future
demand for natural gas, overcapacity in the industry, and other risks inherent
in the transportation of natural gas as discussed in the Partnership's filings
with the Securities and Exchange Commission, including the Partnership's Annual
Report on Form 10-K for the year ended December 31, 2005.
- 30 -
Media Inquiries:
Jennifer Varey/Shela Shapiro
(403) 920 -7859
(800) 608-7859
Unitholder and Analyst Inquiries:
Myles Dougan
(877) 290-2772
investor_relations@tcpipelineslp.com

text: TC PipeLines, LP

text: Tuscarora Gas Transmission Company

text:
TC PipeLines,
LP

text:
Sierra
Pacific Resources

text: Tuscarora Gas Transmission Company

text: TC PipeLines, LP

text:
Russ
Girling

text: TC PipeLines, LP

text: Sierra Pacific Resources

text: Sierra Pacific Resources

text: TC PipeLines, LP

text: Tuscarora Gas Transmission Company

text: TC PipeLines, LP

text: TC PipeLines, LP

text: TC PipeLines, LP


text:
EX-99.4
18
v207478_ex99-4.htm
Exhibit 99.4
Sibling
Entertainment Completes Acquisition of
NEWCO4EDUCATION;
Announces New Mission, Board and
Management
Team
Press Release
Source: Sibling
Entertainment Group Holdings, Inc. On Monday January 3, 2011, 8:50 am
EST
NEW YORK
and ATLANTA, Jan. 3, 2011 (GLOBE NEWSWIRE) - Sibling Entertainment Group
Holdings, Inc. (Pink Sheets:
SIBE
-
News
) ("the Company")
today announced that on December 30, 2010, it closed on its previously announced
acquisition of NEWCO4EDUCATION, LLC ("NEWCO"), and that it is now a wholly owned
subsidiary of the Company. In conjunction with the transaction there has been a
significant change in the strategy, operations, management and equity structure
of the Company. A complete summary is available at the Company's web site,
www.newco4education.com
.
"We are
dedicated to developing a business that serves the needs of the educational
community, in both operations and technology. All of the management team are
committed to delivering quality educational programs and technologies", said
Gerald Sullivan, the new Chairman of the Board of Directors. A summary of those
changes includes:
Strategy and Operations:
The
Company intends to be a significant player in the charter school and educational
technology marketplaces. It will operate an educational management organization
(EMO), whose mission will be the operations of schools, focused on charter
schools. It will also operate a division whose mission is technology and
services, aimed at improving educational performance, both in traditional
schools, and online in a "virtual" environment. The headquarters will be in
Atlanta, GA, along with the EMO division. The technology and services division
will be based in Phoenix, AZ.
Board and Management:
In
conjunction with the merger, the Board of Directors has been expanded to five
(5), with Mitchell Maxwell and Christian Fitzgerald remaining from the Company's
Board prior to the merger, with a mission to complete bringing the Company's
financial reporting to a current state. Richard Bernstein has resigned to make
room for the new members of the Board. The new individuals in their respective
capacities are:
Gerald
F. Sullivan, Chairman of the Board of Directors - Age 69 - Served 35 years as an
executive in various industries including, but not limited to, commercial
banking, home health care, and application software development and sales. Also
served seven years as a college professor, teaching finance and management in
classroom and online environments. He holds a Doctor of Business
Administration.
Amy
Savage-Austin, Member of the Board of Directors - Age 41 - She has 10 years'
experience, primarily in the area of finance with large publicly traded
corporations. She currently is Assistant Professor and Program Director for
Undergraduate Studies at a University. She has both classroom and online
teaching experience, and holds a Ph. D in Business.
Stephen
C. Carlson, CEO and Member of the Board of Directors - Age 65 - He has 40 years'
experience in business to business software system sales and provides strategic
management consulting to a variety of technology and consumer products. He is
currently a college professor, teaching marketing and management, in classroom
and online environments. His education includes a Doctor of Business
Administration.
Oswald
Gayle, Chief Financial Officer - Age 51 - Mr. Gayle is a senior financial
executive with extensive public company experience. His educational background
includes a Graduate Certificate of Taxation from Fordham Business School and a
Bachelor of Science from the University of London. He is both a Certified Public
Accountant and a Chartered Accountant (U.K.).
Equity Structure:
In
completing the acquisition of NEWCO, the Company has issued a new form of common
stock to the prior members of NEWCO which is convertible at the option of the
holders, in aggregate, into a number of shares equal to 85% of the shares
outstanding. Holders of debentures from the Company whose value was in excess of
$3.7 million, have converted their debts into the same form of common stock,
with their holdings convertible, in aggregate, into a number of shares
representing 10% of the outstanding stock. The transaction was completed with
the consent of the debenture holders, as well as the consent from voting
shareholders whose interest in the outstanding stock of the Company immediately
before the transaction was in excess of 52%. At closing there were 46,635,816
shares of common stock outstanding and issued, and 4,090,000
warrants.
NEWCO4EDUCATION,
LLC is a recently formed entity with a focus on providing services and
technology aimed at increasing the performance in educational settings. It is a
wholly owned subsidiary of the Company, and intends to operate through two (2)
divisions, its Educational Management Organization (EMO) and its Technology and
Services Group (TSG). The EMO intends to provide school management services,
primarily within the charter school arena. The TSG division is focused on the
development and deployment of software, systems and procedures to enhance the
rate of learning in both primary and secondary education. It is based in
Atlanta, Georgia, with its primary office located at 3500 Lenox Road, Suite
1500, Atlanta, GA 30326. Its phone is 404-551-5274, and its web site is
www.newco4education.com
.
Safe
Harbor: This press release may contain forward-looking statements that involve a
number of risks and uncertainties and are made pursuant to the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995. Sibling
Entertainment Group Holdings, Inc. is subject to risks detailed from time to
time in its publicly filed documents available at
www.sec.gov
. Sibling
Entertainment Group Holdings, Inc. does not undertake to update any
forward-looking statements that it may make to conform to actual results. All
current and potential shareholders are asked to read all filings for the Company
at the Securities and Exchange Commission web site,
www.SEC.gov
.

text: Entertainment

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Gerald
F. Sullivan

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Stephen
C. Carlson

text:
Oswald
Gayle

text: NEWCO

text: NEWCO

text:
NEWCO4EDUCATION,
LLC


text:
EX-99.1
6
d846691dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
One Penn Plaza, Suite 2832
New York, NY
10119
www.presidio.com
For Immediate Release
Presidio, Inc. Announces Completion of
Acquisition by Affiliates of Funds Advised by BC Partners
New York, NY
- December 19, 2019 - Presidio, Inc. (NASDAQ:PSDO) (together with its subsidiaries, "Presidio" or the
"Company"), a leading North American IT solutions provider delivering Digital Infrastructure, Cloud and Security solutions to create agile, secure infrastructure platforms for its customers, today announced the completion of its
acquisition by affiliates of funds advised by BC Partners in an
all-cash
transaction valued at approximately $2.2 billion, including Presidio's net debt.
The transaction, which was announced on August 14, 2019, was approved by
Presidio's stockholders on November 6, 2019. In connection with the closing of the transaction, the Company will be wholly owned by affiliates of funds advised by BC Partners and will continue to operate as Presidio, Inc. Presidio's
common stock will be delisted from the Nasdaq Global Select Market.
Bob Cagnazzi,
Chief Executive Officer of Presidio, said, "We are extremely excited to partner with BC Partners on Presidio's next chapter. We believe our relationship with BC Partners will allow us to accelerate our growth, giving us the flexibility to
provide our clients with the highest quality, optimal and innovative solutions for their complex and evolving IT needs, and at the same time providing our employees with an environment that continues to make Presidio a great place to work".
"Presidio is a world-class business led by an outstanding management team that
consistently delivers for its partners and clients. We are excited to support the Company in its growth initiatives and strategic investment opportunities", said Fahim Ahmed, partner at BC Partners.
LionTree Advisors acted as financial advisor to Presidio, and Wachtell, Lipton, Rosen
& Katz acted as its legal counsel. Citi, J.P. Morgan Securities LLC and RBC Capital Markets acted as financial advisors and Kirkland & Ellis LLP acted as legal counsel to BC Partners.
ABOUT PRESIDIO
Presidio is a leading North American IT solutions provider focused on Digital
Infrastructure, Cloud and Security solutions to create agile, secure infrastructure platforms for its customers. We deliver this technology expertise through a full life cycle model of professional, managed, and support services including strategy,
consulting, implementation and design. By taking the time to deeply understand how our clients define success, we help them harness technology advances, simplify IT complexity and optimize their environments today while
enabling
future applications, user experiences, and revenue models. As of June 30, 2019, we serve approximately 7,900 middle-market, large,
and government organizations across a diverse range of industries. Approximately 2,900 Presidio professionals, including more than 1,600 technical engineers, are based in 60+ offices across the United States in a unique, local delivery model
combined with the national scale of a $3.0 billion dollar industry leader. We are passionate about driving results for our clients and delivering the highest quality of service in the industry. For more information visit: www.presidio.com.
ABOUT BC PARTNERS
BC Partners is a leading international investment firm with over €22 billion
of assets under management in private equity, private credit and real estate. Established in 1986, BC Partners has played an active role in developing the European
buy-out
market for three decades. Today, BC
Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe. Since inception, BC Partners Private Equity has completed 111 private equity investments in companies with a total
enterprise value of €135 billion and is currently investing its tenth private equity fund. For more information, please visit www.bcpartners.com.
Source: Presidio, Inc.
CONTACT INFORMATION
Investor Relations Contact:
Ed Yuen
866-232-3762
investors@presidio.com
Media Relations Contact:
Catherine Johnson
626-818-9287
Pro-bcpartners@prosek.com

text: Presidio, Inc.

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text: Bob Cagnazzi

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text: Fahim Ahmed

text: BC Partners

text: LionTree Advisors

text:
Wachtell, Lipton, Rosen
& Katz

text: Citi

text: J.P. Morgan Securities LLC

text: RBC Capital Markets

text: Kirkland & Ellis LLP

text: BC Partners

text: BC PARTNERS

text: BC Partners

text: BC Partners

text:
BC
Partners

text: BC Partners

text: Presidio, Inc.


text:
EX-99.1
2
ex991pressreleasequickthre.htm
EXHIBIT 99.1
Exhibit
SMART SAND COMPLETES ACQUISITION OF QUICKTHREE SOLUTIONS
THE WOODLANDS, TX, June 4, 2018 - Smart Sand, Inc. (NASDAQ: SND), a pure-play, low-cost producer of high quality Northern White raw frac sand, announced today that it has completed the $42.75 million acquisition of Quickthree Solutions, Inc., a manufacturer of portable vertical frac sand storage solutions at the wellsite.
"With the completion of this strategic acquisition, we believe that we now have the technology, production capacity and management team to compete in the last mile market", said Charles Young, Smart Sand's Chief Executive Officer. "As we move to become an integrated, full-service provider of frac sand and logistics support from the mine to the wellhead, we are excited about the opportunities as we launch this segment of the business".
The transaction was funded with $30 million of cash paid at closing using cash-on hand and advances under our credit facility and up to $12.75 million in potential earn-out payments as system components are built and made available for sale or lease over a three-year period. As of June 1, 2018, $45 million was outstanding under our credit facility.
Forward-looking Statements
All statements in this news release other than statements of historical facts are forward-looking statements that contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as "expect", "will", "estimate", "believe" and other similar expressions. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements.
Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to, fluctuations in product demand, regulatory changes, adverse weather conditions, increased fuel prices, higher transportation costs, access to capital, increased competition, changes in economic or political conditions, and such other factors discussed or referenced in the "Risk Factors" section of our Form 10-K, filed with the U.S. Securities and Exchange Commission on March 15, 2018.
You should not place undue reliance on our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law.
About Smart Sand
Smart Sand is a pure-play, low-cost producer of high-quality Northern White raw frac sand. We sell our products primarily to oil and natural gas exploration and production companies and oilfield service companies. We own and operate a raw frac sand mine and processing facility near Oakdale, Wisconsin, at which we currently have approximately 321 million tons of proven recoverable reserves. We currently have approximately 5.5 million tons of annual processing capacity. For more information, please visit www.smartsand.com.
Contact:
Lee Beckelman
Phone: (281) 231-2660
E-mail: lbeckelman@smartsand.com
Phil Cerniglia
Phone: (281) 231-2660
E-mail: pcerniglia@smartsand.com

text: SMART SAND

text: QUICKTHREE SOLUTIONS

text: Smart Sand, Inc.

text: Quickthree Solutions, Inc.

text: Smart Sand

text: Smart Sand

text: Smart Sand


text:
EX-99.1
3
ea153490ex99-1_agrifycorp.htm
PRESS RELEASE OF THE REGISTRANT DATED JANUARY 5, 2022
Exhibit
99.1
Agrify
Completes Acquisition of PurePressure, the Leader in Solventless Extraction and Advanced Ice Water Hash Processing, Two of the Fastest
Growing Segments within the Extraction Market
Acquisition
Positions Agrify as the Largest and the Most Powerful Cannabis and Hemp Extraction Solution Provider in the World
BILLERICA,
Mass., January 5, 2022 - Agrify Corporation (Nasdaq:AGFY) ("Agrify" or the "Company"), the most innovative
and vertically integrated provider of premium cultivation and extraction solutions for the cannabis and hemp industry, today announced
it has completed its acquisition of PurePressure, the leader in solventless extraction and advanced ice water hash processing equipment
in the cannabis and hemp industry.
With
the acquisition of PurePressure, Agrify has strengthened its rapidly expanding extraction division by adding best-in-class solutions
to its product portfolio in two of the fastest growing subcategories in the cannabis and hemp extraction market. In addition to its
other extraction solutions, Agrify can now offer its customers premium solventless processing products and rosin presses to support
any operation, big or small. The Company also inherits PurePressure's intellectual property, talent, and stellar reputation
for quality, reliability, precision, control, and exceptional customer service. PurePressure's annual revenue for 2021 is
approximately $10 million, and the acquisition is expected to be accretive in early 2022. By combining PurePressure with Precision
Extraction Solutions and Cascade Sciences, two other recent acquisitions made by Agrify, the Company has formed the largest and the
most powerful cannabis and hemp extraction solution provider in the world.
"We
are thrilled to be able to officially welcome PurePressure to the Agrify family. PurePressure is the perfect complement to our extraction
division, which has quickly become a core part of our business and our plans to accelerate our growth", said Raymond Chang, Chairman
and CEO of Agrify. "Within a short amount of time, we have assembled the best extraction talent in the industry and what we believe
is the most compelling, complete, and advanced product offerings in the extraction space, effectively doubling down on our assertion
that superior extraction technology will play a critical role in producing high-quality medical and recreational consumer products consistently.
We look forward to providing our customers with the most comprehensive suite of solutions on the market, and we expect our extraction
division will play a pivotal role in helping us capitalize on a variety of new growth initiatives that we hope to pursue in 2022 and
beyond."
Mr.
Chang continued, "This strategic acquisition is also an important step toward achieving our broader vision of becoming the most
dynamic solution provider across the entire supply chain in the cannabis and hemp industry. Through this acquisition, we have substantially
bolstered our competitive position in the market, and we are confident that this will greatly enhance shareholder value".
"We
are excited to join Agrify, an organization we have long admired, at such a critical inflection point", said Ben Britton, Co-Founder
and CEO of PurePressure. "During the acquisition process, we spent a considerable amount of time getting to know Agrify's
leadership team, gaining visibility into the intended path forward, and determining how we could work together to build a dominant force
in the cannabis and hemp industry. While we have always believed in ourselves and what we have worked tirelessly to build over the last
six years, we now have the opportunity to leverage new synergies, capabilities, and resources in order to drive a much greater impact
across the cannabis and hemp ecosystem".
Agreement
Details
The
purchase price for PurePressure was $9 million, consisting of $4 million in cash and $5 million in unregistered shares of Agrify common
stock, subject to adjustments as set forth in the definitive agreement. There is also an additional earnout opportunity of up to $3 million
if the PurePressure business achieves certain revenue milestones in 2022 and 2023. The definitive agreement includes customary representations,
warranties, and covenants regarding PurePressure and Agrify.
About
Agrify (Nasdaq:AGFY)
Agrify
is the most innovative and vertically integrated provider of premium cultivation and extraction solutions for the cannabis and hemp industry.
Our proprietary micro-environment-controlled Vertical Farming Units (VFUs) enable our customers to produce the highest quality products
with unmatched consistency, yield, and ROI at scale. Agrify brings data, science, and technology to its customers for unparalleled control
over cultivation and extraction. For more information, please visit Agrify at http://www.agrify.com, and Precision Extraction, a
division of Agrify, at http://www.precisionextraction.com.
About
PurePressure
PurePressure
is the leader in solventless extraction and advanced ice water hash processing equipment in the cannabis and hemp industry. The company
offers premium solventless processing products and rosin presses to support any operation, big or small, and it has a legendary reputation
for reliability, precision, control, and exceptional customer service. For more information, please visit PurePressure at https://gopurepressure.com/.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning
Agrify, PurePressure, and other matters. All statements contained in this press release that do not relate to matters of historical fact
should be considered forward-looking statements, including, without limitation, statements regarding the expected results of the combination
of Agrify and PurePressure; future prospects; and financial performance. In some cases, you can identify forward-looking statements by
terms such as "may", "will", "should", "expects", "plans", "anticipates,"
"could", "intends", "targets", "projects", "contemplates", "believes,"
"estimates", "predicts", "potential" or "continue" or the negative of these terms or
other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that we believe may affect our
business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and
other important factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties
that affect our business, including those described in our filings with the Securities and Exchange Commission ("SEC"), including
under the caption "Risk Factors" in our Annual Report on Form 10-K filed for the year ended December 31, 2020 with the SEC,
which can be obtained on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this communication.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result
of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects
in our public announcements and filings with the SEC.
Company
Contacts
Agrify
Timothy Oakes
Chief Financial Officer
tim.oakes@agrify.com
(351) 777-6585
Investor
Relations
Anna
Kate Heller
ICR
agrify@icrinc.com
Media
Ellen
Mellody
MATTIO
Communications
ellen@mattio.com

text: Agrify

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text: Agrify

text: Agrify Corporation

text: Agrify

text: PurePressure

text: PurePressure

text: Agrify

text: Agrify

text: PurePressure

text: PurePressure

text: PurePressure

text: Agrify

text: PurePressure

text: Agrify

text: PurePressure

text: Raymond Chang

text: Agrify

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text: Agrify

text: PurePressure

text: Agrify

text: PurePressure

text: PurePressure

text: Agrify

text: Agrify

text: Agrify

text: Agrify

text: Agrify

text: Agrify

text: PurePressure

text: PurePressure

text: PurePressure

text: Agrify

text: PurePressure

text: Agrify

text: PurePressure

text: Agrify

text: Timothy Oakes


text:
EX-99.1
2
progressive-3x2x20.htm
EX-99.1
Document
FOR IMMEDIATE RELEASE
SmartFinancial, Inc. Completes Acquisition of Progressive Financial Group, Inc.
KNOXVILLE, Tenn., March 2, 2020 - SmartFinancial, Inc., Knoxville, Tennessee ("SmartFinancial") (Nasdaq: SMBK), parent company of SmartBank, today announced the completion of its previously-announced acquisition of Progressive Financial Group, Inc. ("Progressive"), and Progressive's wholly owned bank subsidiary, Progressive Savings Bank. Effective March 1, 2020, Progressive has been merged with and into SmartFinancial, and Progressive Savings Bank has been merged with and into SmartBank. Based on financial data as of December 31, 2019, the combined company has total consolidated assets of approximately $2.7 billion.
"We are very pleased to complete the merger with Progressive. The opportunity allows us to expand our franchise in Tennessee and introduce the SmartBank brand to the Upper Cumberland region", said SmartFinancial President and CEO, Billy Carroll. "We also look forward to integrating Progressive's insurance agency as a new line of business across our entire footprint and providing greater resources to our clients".
SmartFinancial Chairman Miller Welborn added, "We are excited to welcome Progressive's clients, shareholders and team members to the SmartBank family. We also welcome Ottis Phillips to our SmartBank Board of Directors and we look forward to working with Ottis is the months ahead. Our entire SmartBank team is excited to enter this new market in Tennessee".
SmartFinancial and SmartBank were advised by the law firm Alston & Bird LLP, and Keefe, Bruyette & Woods, Inc. served as financial advisor to SmartFinancial and SmartBank. Olsen Palmer LLC served as financial advisor to Progressive and Progressive Savings Bank, and Progressive and Progressive Savings Bank were advised by the law firm Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
About SmartFinancial, Inc.
SmartFinancial, Inc., based in Knoxville, Tennessee, is the bank holding company for SmartBank. SmartBank is a full-service commercial bank founded in 2007 and with completion of the Merger will have 35 branches across Tennessee, Alabama, and the Florida Panhandle. Recruiting the best people, delivering exceptional client service, strategic branching and acquisitions, and a disciplined approach to lending have contributed to SmartBank's success. More information about SmartFinancial can be found on its website: www.smartfinancialinc.com.
Forward-Looking Statements
Certain of the statements made in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may", "believe", "expect", "anticipate", "intend", "will", "should", "plan", "estimate", "predict", "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected returns and other benefits of the merger to shareholders. Such forward-looking statements, including statements regarding the intent, belief, or current expectations of SmartFinancial management regarding SmartFinancial's strategic direction, prospects, or future results or the benefits of SmartFinancial's recently completed acquisitions, are subject to numerous risks and uncertainties. Such factors include, among others, the risk that cost savings and revenue synergies anticipated from SmartFinancial's recently completed acquisitions may not be realized or may take longer than anticipated to be realized; the risk that the integration of recently acquired institutions may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or may prove more difficult than expected or may be delayed; reputational risk attendant to SmartFinancial's recently completed acquisitions; disruption from recently completed acquisitions with customers, suppliers, or employee or other business relationships; the amount of costs, fees, expenses, and charges associated with SmartFinancial's acquisitions; the dilution caused by SmartFinancial's issuance of additional shares of its common stock as consideration for recently completed acquisitions; changes in management's plans for the future; prevailing economic and political conditions, particularly in SmartFinancial's market areas; credit risk associated with SmartFinancial's lending activities; changes in interest rates, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in applicable laws, rules, or regulations; and other competitive, economic, political, and market factors affecting SmartFinancial's business, operations, pricing, products, and services. Certain additional factors which could affect the forward-looking statements can be found in SmartFinancial's report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov. SmartFinancial disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.
Investor Contacts
William Y. ("Billy") Carroll, Jr.
President and Chief Executive Officer
SmartFinancial, Inc.
Email: billy.carroll@smartbank.com
Phone: 865.868.0613
Ron Gorczynski
Executive Vice President
Chief Financial Officer
SmartFinancial, Inc.
Email: ron.gorczynski@smartbank.com
Phone: 865.437.5724
Media Contact
Kelley Fowler
Senior Vice President
Public Relations/Marketing
SmartFinancial, Inc.
Email: kelley.fowler@smartbank.com
Phone: 865.868.0611

text: SmartFinancial, Inc.

text: Progressive Financial Group, Inc.

text: SmartFinancial, Inc.

text: Progressive Financial Group, Inc.

text: Alston & Bird LLP

text: Keefe, Bruyette & Woods, Inc.

text: Olsen Palmer LLC

text: SmartFinancial, Inc.

text: SmartFinancial, Inc.

text: SmartFinancial, Inc.

text: SmartFinancial, Inc.

text: SmartFinancial, Inc.


text:
EX-99.2
3
exhibit992.htm
PRESS RELEASE DATED JUNE 1, 2016
exhibit992.htm
Exhibit 99.2
FOR RELEASE -- JUNE 1, 2016
Corning Incorporated Completes Strategic Realignment of Interest in Dow
Corning Corporation
Raises projected shareholder distributions through 2019 to
more than $12.5 billion
CORNING, N.Y. -
Corning Incorporated
(NYSE: GLW) today announced that it has completed the previously announced strategic realignment of its ownership interest in
Dow Corning Corporation
. Corning has exchanged its 50% interest in Dow Corning for a newly formed company that holds approximately a 40% interest in
Hemlock Semiconductor Group
and $4.8 billion in cash. Corning received a private letter ruling from the Internal Revenue Service that supports the substantially tax-free nature of the transaction.
"The closing of this transaction unlocks significant value for Corning shareholders. The $4.8 billion in cash is the equivalent of approximately 30 times the annual equity earnings of Dow Corning's silicones business. The freedom to deploy that capital is a tremendous value driver for our shareholders", said
Wendell P. Weeks
, chairman, chief executive officer, and president.
"We thank the Dow Corning team for their contributions and wish them all of the best under the stewardship of Dow Chemical, which has assumed 100% ownership of Dow Corning", Weeks added.
Strategy and Capital Allocation Framework Update
"Corning's
strategy and capital allocation framework
defines our portfolio and underscores our commitment to excellent capital stewardship. Our strategy increases our return on innovation by focusing 80% of our resources on our three core technologies, four manufacturing and engineering platforms, and five market-access platforms. We sought the realignment of Dow Corning to increase our focus, and its completion is a significant milestone", said Weeks.
"We are delighted to be able to continue our ownership in Hemlock, a leading provider of polycrystalline silicon used in the manufacturing of semiconductor and solar devices. Our position in Hemlock allows us to capture the potential upside from a rebound in the solar market, while also providing market insight and access for our semiconductor-innovation programs", Weeks added.
R. Tony Tripeny, senior vice president and chief financial officer, remarked, "As 2016 unfolds, we see growth returning across several of our businesses and, longer term, we see prospects for innovation-driven growth. We expect continuing moderate sequential LCD glass-price declines and ongoing benefit from the new hedges we added to reduce our exposure to a weaker yen. We also look forward to welcoming
Alliance Fiber Optic Products
into the Corning family.
"In light of this progress and confidence in our future operating cash flows, we are increasing the cash we expect to distribute to shareholders to more than $12.5 billion. This increase in our projected cumulative cash returns to shareholders will more than offset the loss of equity earnings from Dow Corning's silicones business. This increase also underscores our commitment to capital stewardship, and we will fully deploy these funds consistent with our capital allocation plan", said Tripeny.
Between Sept. 30, 2015, and May 31, 2016, Corning returned approximately $3 billion to shareholders, repurchasing about 134 million shares, including an accelerated share repurchase completed in January, and raising the cash dividend by 12.5% in February.
© 2016 Corning Incorporated. All Rights Reserved.
1
Corning Incorporated Completes Strategic Realignment of Interest in
Dow Corning Corporation
Page Two
Forward-Looking and Cautionary Statements
This press release contains "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995), which are based on current expectations and assumptions about Corning's financial results and business operations, that involve substantial risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include: the effect of global political, economic and business conditions; conditions in the financial and credit markets; currency fluctuations; tax rates; product demand and industry capacity; competition; reliance on a concentrated customer base; manufacturing efficiencies; cost reductions; availability of critical components and materials; new product commercialization; pricing fluctuations and changes in the mix of sales between premium and non-premium products; new plant start-up or restructuring costs; possible disruption in commercial activities due to terrorist activity, armed conflict, political or financial instability, natural disasters, adverse weather conditions, or major health concerns; adequacy of insurance; equity company activities; acquisition and divestiture activities; the level of excess or obsolete inventory; the rate of technology change; the ability to enforce patents; product and components performance issues; retention of key personnel; stock price fluctuations; and adverse litigation or regulatory developments. These and other risk factors are detailed in Corning's filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the day that they are made, and Corning undertakes no obligation to update them in light of new information or future events.
Digital Media Disclosure
In accordance with guidance provided by the SEC regarding the use of company websites and social media channels to disclose material information, Corning Incorporated ("Corning") wishes to notify investors, media, and other interested parties that it intends to use its website (
http://www.corning.com/worldwide/en/about-us/news-events.html
) to publish important information about the company, including information that may be deemed material to investors. The list of websites and social media channels that the company uses may be updated on Corning's media and website from time to time. Corning encourages investors, media, and other interested parties to review the information Corning may publish through its website and social media channels as described above, in addition to the company's SEC filings, press releases, conference calls, and webcasts.
About Hemlock Semiconductor
Hemlock Semiconductor has more than 50 years of experience in the development, production and global commercialization of polycrystalline silicon and other silicon-based products used in the manufacturing of semiconductor devices, and solar cells and modules. Hemlock Semiconductor has approximately 1,500 employees and sales of $996 million in 2015. Going forward, Corning will continue to report Hemlock's results as equity earnings.
About Corning Incorporated
Corning
(www.corning.com)
is one of the world's leading innovators in materials science. For more than 160 years, Corning has applied its unparalleled expertise in specialty glass, ceramics, and optical physics to develop products that have created new industries and transformed people's lives. Corning succeeds through sustained investment in R&D, a unique combination of material and process innovation, and close collaboration with customers to solve tough technology challenges. Corning's businesses and markets are constantly evolving. Today, Corning's products enable diverse industries such as consumer electronics, telecommunications, transportation, and life sciences. They include damage-resistant cover glass for smartphones and tablets; precision glass for advanced displays; optical fiber, wireless technologies, and connectivity solutions for high-speed communications networks; trusted products that accelerate drug discovery and manufacturing; and emissions-control products for cars, trucks, and off-road vehicles.
Media Relations Contact:
Daniel F. Collins
(607) 974-4197
collinsdf@corning.com
Investor Relations Contact:
Ann H.S. Nicholson
(607) 974-6716
nicholsoas@corning.com
Follow Corning
:
RSS Feeds
|
Facebook
|
Twitter
|
YouTube
© 2016 Corning Incorporated. All Rights Reserved.
2

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EX-99.1
3
ex99-1.htm
Exhibit
99.1 Press release dated October 4, 2017
PHI
Group's Subsidiary American Pacific Resources, Inc. Completes Acquisition of Majority Interest in 400-Acre Mining Claims
By
GlobeNewswire, October 04, 2017, 08:30:00 AM EDT
Proprietary
processing technologies to recover tremendous value from tailings and other non-economically viable feed stock
NEW
YORK, Oct. 04, 2017 (GLOBE NEWSWIRE) - PHI Group, Inc.,
(www.phiglobal.com)
(OTCQB:
PHIL
), a company focused
on mergers and acquisitions and investments in natural resources, energy, agriculture, healthcare and special situations, announced
today that its wholly-owned subsidiary American Pacific Resources, Inc. ("APR") (
https://aprgold.com/
) has closed
the purchase of a 51% interest in twenty-one mining claims over an area of 400 acres in Granite Mining District, Grant County,
Oregon, U.S.A.
According
to the Purchase and Agreement, the Company paid a total of twenty-five million U.S. dollars, consisting of $20 million worth of
PHI Group's Class A Series II Preferred Stock and $5 million in a combination of cash and demand promissory note, for the majority
interest.
The
PHI Group's Class A Series II Preferred Stock is priced at $5 per share ("Original Price per Share"), carrying a cumulative
dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of APR at 50%
discount to the then relevant market price when APR has become a fully-reporting public company or to Common Stock of PHI Group
at 25% discount six months after issuance.
Tailings
and other low bearing materials are plentiful and are found in most continents. What sets APR apart is the game changing proprietary
HYMAX HD processing technology that can separate each metal down to ~3 microns. The HYMAX system uses a combination of gravity
and electromagnetic relays to recover over 96% of all metals.
The
estimated precious metals that can be recovered from our mining claims and other targeted properties include gold, silver, platinum,
and palladium and could reach 6,770,000 ounces, which would be worth approximately one to three billion dollars at current prices.
Our conservative estimates indicate that APR's revenues from our current holdings alone would be approximately $6 million in 2017,
$53 million in 2018 and $107 million in 2019.
The
Company intends to list APR as a separate publicly traded company on its own and allocate a portion of APR's stock to PHI Group's
shareholders after reaching certain milestones in revenues and profitability. A former subsidiary of the Company, ATC Technology
Corp. (now known as Cellular Biomedicine Group, Inc.,
http://www.cellbiomedgroup.com/
) was an example of a successful PHI
Group spinoff registration with the U.S. Securities and Exchange Commission in the past.
Henry
Fahman, CEO of PHI Group, said, "We are delighted to have closed this transaction and plan to begin production very soon.
At the same time, we will be able to generate revenues from sale of concentrated tailings in the next few months".
About
PHI Group
PHI
Group
(www.phiglobal.com)
primarily focuses on mergers and acquisitions and invests in select industries and special situations
that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly-owned
subsidiary, PHI Capital Holdings, Inc.
(www.phicapitalholdings.com)
.
About
American Pacific Resources
American
Pacific Resources, Inc. (
https://aprgold.com/
), a Wyoming corporation incorporated in April 2016, is a wholly-owned subsidiary
of PHI Group, Inc. that serves as a holding company for the Company's natural resources businesses.
Safe
Harbor
This
news release contains forward-looking statements that are subject to certain risks and uncertainties that may cause actual results
to differ materially from those projected on the basis of such forward-looking statements pursuant to the "safe-harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
Press
Contact:
Henry
Fahman
+1-702-475-5430
henry@phiglobal.com
Source:
PHI Group, Inc.

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PHI
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Fahman

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Pacific Resources, Inc.

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EX-99.1
4
f8k060118ex99-1_helixtcsinc.htm
PRESS RELEASE DATED JUNE 4, 2018
Exhibit 99.1
Helix TCS Inc. and BioTrackTHC close previously announced
merger
GREENWOOD VILLAGE, CO - June 4, 2018 -
Helix
TCS, Inc. (OTCQB: HLIX), in conjunction with its strategic capital partner, Rose Capital, is pleased to announce the closing of
its previously reported merger with Bio-Tech Medical Software, Inc. dba BioTrackTHC. The merger closed on June 1
st
.
Zachary L. Venegas will continue as the CEO of Helix TCS, Inc., and is to assume the role of Executive Chairman for the combined
company. As previously announced, Patrick Vo will continue as CEO of BioTrack.
"The closing of this merger is a landmark event for Helix
and BioTrack from a strategic and operational perspective. As a combined company, we are unique in the industry in serving virtually
every segment of the market - whether it is compliance software through BioTrack, the wholesale marketplace through Cannabase,
security, transport, or cash services through Helix, or the advisory that we can provide customers due to our data infrastructure.
We continue to support our clients in whatever challenges they face in becoming safer, stronger, and more profitable, whether they
operate in the U.S. or internationally. At the same time, investors will see margin improvement as reporting and administrative
costs are spread across a much larger revenue base and costs are rationalized.
As a combined company with $12MM in 2017 revenue, we will continue
to generate greater value for clients and shareholders. Helix's unrelenting focus on strategy and disciplined execution will
allow Biotrack to further harness the spirit that made it a market pioneer, with significant market share in government, dispensary,
and grow segments of the seed to sale market, and translate that spirit into renewed technological innovation and leadership.
This transaction represents the next step in our evolution as
a market leader. It is also another milestone achieved by using our team's deep experience in strategy, entrepreneurship,
M&A, and frontier markets to build a world-class company", stated Mr. Venegas.
Venegas further added: "We are very excited to move ahead,
and we would like to thank Rose Capital, who shared our vision and had the fortitude to finance the transaction, as well as the
team at BioTrack, who have been stalwart partners throughout this transformational deal".
"BioTrackTHC celebrates a historic milestone today as
we formally join the Helix family", said Patrick Vo, CEO of BioTrackTHC. "By merging with our highly regarded peer, under
the Helix umbrella, we will be able to significantly increase our ability to deliver outstanding technology, capabilities and service
to the cannabis industry while drawing on Helix's proven track record of fostering meaningful, strategic partnerships. The future
has never looked brighter and we look forward to collaborating with Helix to embrace the exciting new challenges ahead".
About Helix TCS
Helix TCS, Inc. (OTCQB: HLIX) is a premier provider of integrated
operating environment solutions for the legal cannabis industry. Helix provides a proprietary software suite and partnership platform
to the legal cannabis industry, helping clients manage inventory and supply costs and bespoke monitoring and transport solutions.
Helix provides clients in the legal cannabis industry high standard security operations, including transportation, armed and
unarmed guarding, training, investigation, and special services.
About BioTrackTHC
Bio-Tech Medical Software, Inc., through its BioTrackTHC division,
develops and licenses product traceability, inventory management, and point-of-sale software systems for the emerging medical and
recreational cannabis industry. These software systems provide both government regulators and licensed operators the ability to
track and capture data on cannabis from the point of inception (seeds, clones, and plant tissue) through the product lifecycle.
BioTrackTHC has secured 9 government contracts and operates in over 2,200 locations across 29 states, D.C., and 5 countries.
About Rose Capital
Rose Capital is a strategic advisor and
investment firm focused on the global medical and adult use legal cannabis sector. It is funded by a small consortium of partners
looking to access the industry through a diversified long-term, value-focused cannabis fund. Rose Capital manages an ecosystem
of best-in-class operating assets across the verticals of: 1) data, analytics & compliance; 2) distribution & logistics;
and 3) consumer products & contract manufacturing. Please visit us at
http://www.boldrosecapital.com
.
Forward-Looking Statements
Except for historical information, all of the statements, expectations,
and assumptions contained in this press release are forward-looking statements. Actual results might differ materially from those
explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially
include: our ability to fund our operations and pay any outstanding debt; fluctuations in our financial results; general economic
risks; the volatile nature of the market for our products and services and other factors that could impact our anticipated growth;
our ability to manage our growth; changes in laws and regulations regarding the cannabis industry and service providers in the
cannabis industry; reliance on key personnel; our ability to compete effectively; security and other risks associated with our
business; intellectual property risks; and other risk factors set forth from time to time in our SEC filings. Helix TCS assumes
no obligation and does not intend to update these forward-looking statements, except as required by law.

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text:
EX-99
2
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
Contacts:
Peter Garcia
Jennifer Williams
PDL BioPharma, Inc.
Cook Williams Communications, Inc.
775-832-8500
360-668-3701
peter.garcia@pdl.com
jennifer@cwcomm.org
PDL BioPharma Acquires a Portion of the University of Michigan's Royalty Interest in Genzyme's Cerdelga
™ (eliglustat) Capsules for $65.6 Million
Incline Village, Nevada,
November 6
, 2014
- PDL BioPharma ("PDL") (Nasdaq: PDLI) announced today that it has acquired a portion of the University of Michigan's ("U-M") worldwide royalty interest in Cerdelga™ (eliglustat) for $65.6 million. Cerdelga, an oral therapy for adult patients with Gaucher disease type 1, was developed by Genzyme, a Sanofi company. Cerdelga was approved by the U.S. Food and Drug Administration (FDA) on August 19, 2014.
Under the terms of the royalty agreement, PDL will receive 75 percent of all royalty payments due under U-M's license agreement with Genzyme until expiration of the licensed patents, excluding any patent term extension. The royalty rate used to calculate the royalties to be paid by Genzyme to U-M was not disclosed by the parties. In addition to the recent FDA approval, marketing applications for Cerdelga are under review by the European Medicines Agency and other regulatory authorities.
Cerdelga was developed to provide an effective oral treatment alternative for adult patients with Gaucher disease type 1, and to provide a broader range of treatment options for Gaucher patients and physicians. Genzyme's clinical development program for Cerdelga represented the largest clinical program ever conducted in Gaucher disease, with approximately 400 patients treated in 29 countries.
"Our acquisition of the Cerdelga royalties significantly adds to our already diversified portfolio of biopharmaceutical royalties", stated John McLaughlin, president and chief executive officer of PDL BioPharma. "We continue to provide leading institutions, such as the University of Michigan, with capital that will allow them to pursue their funding initiatives, while also allowing PDL to acquire meaningful income generating assets and to create shareholder value".
"Cerdelga represents the first chemical entity invented at the University of Michigan to receive FDA approval and illustrates the societal benefits of transferring discoveries from university research", said Kenneth Nisbet, Associate Vice President for Research -Technology Transfer at the University of Michigan. "We're very pleased with our agreement with PDL which enables us to accelerate our investments in research and education. We strongly believe in Cerdelga's potential, which is why we have retained a portion of the royalty rights".
Additional information about Cerdelga
Cerdelga is a novel ceramide analog given orally and was designed to partially inhibit the enzyme glucosylceramide synthase, resulting in reduced production of glucosylceramide. Glucosylceramide is the substance that builds up in the cells and tissues of people with Gaucher disease. The concept was initially developed by the late Norman Radin, Ph.D., from the University of Michigan, and further developed by James A. Shayman, M.D., also from the University of Michigan, prior to and after licensing the compound to Genzyme.
See full prescribing information for more details about warnings and precautions and a complete list of adverse reactions.
About PDL BioPharma, Inc.
PDL manages a portfolio of patents and royalty assets, consisting primarily of its Queen et al. antibody humanization patents and license agreements with various biotechnology and pharmaceutical companies. PDL pioneered the humanization of monoclonal antibodies and, by doing so, enabled the discovery of a new generation of targeted treatments for cancer and immunologic diseases for which it receives significant royalty revenue. PDL is currently focused on intellectual property asset management, acquiring new income generating assets, and maximizing value for its shareholders.
The company was formerly known as Protein Design Labs, Inc. and changed its name to PDL BioPharma, Inc. in 2006. PDL was founded in 1986 and is headquartered in Incline Village, Nevada.
To support its ability to pay dividends, PDL seeks to provide non-dilutive growth capital and financing solutions to late stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions, and inventors. PDL has invested approximately $780 million to date. PDL evaluates its investments based on the quality of the income generating assets and potential returns on investment.
For more information, please visit
www.pdl.com
.
NOTE: PDL BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma, Inc.
About the University of Michigan Tech Transfer
U-M Tech Transfer is the University of Michigan's organization responsible for the transfer of U-M research discoveries to the marketplace. U-M Tech Transfer licenses these inventions to existing businesses and assists in launching new startups based on these inventions to ensure that the benefits of these research discoveries reach the general public. In fiscal year 2014, U-M Tech Transfer received 439 invention disclosures, recorded 148 option and license agreements and launched 14 new startups.
For more information, visit
www.techtransfer.umich.edu
.

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EX-99.1
3
ex99-1.htm
VERUS INTERNATIONAL ANNOUNCES ACQUISITION
OF BIG LEAGUE FOODS, INC. - GAINS LICENSE WITH MAJOR LEAGUE BASEBALL
Gaithersburg, MD - April 26, 2019
- Verus International, Inc. ("Verus" or the "Company") (OTCPink:VRUS) today announced its acquisition
of Big League Foods, Inc. ("Big League Foods"), which has a license with Major League Baseball Properties, Inc. ("MLB")
to sell MLB-branded frozen dessert products and confections. The license covers all 30 MLB teams.
Upon the closing of the acquisition of all
of the outstanding capital stock of Big League Foods, Big League Foods became a wholly-owned subsidiary of Verus. The initial ice
cream product line will include grocery store-type packaging in 1.5 quart and pint container sizes, in addition to novelty "grab-and-go"
size ice cream in cone, bar, and sandwich versions. The confections product line will include gummi and chocolate candies. Products
will feature "home team" packaging to match the fan base in each region. More than 2,500 retail locations, including
large national and regional retailers, have agreed to stock these MLB-branded products in their freezer cases.
"This is a great acquisition for Verus,
because it gives us a 100% U.S. business channel and has the potential to scale up significantly over time", explained Verus
CEO, Anshu Bhatnagar. "These types of licenses come with built-in loyalty, because the product will bear the MLB logo and
the signature name and emblem of the local team. In 2019, we intend to start distributing products to a handful of teams, with
the goal to roll out products featuring all 30 teams as we build out our new business segment".
Big League Foods founder, James Wheeler, will
continue to lead the Company's new wholly-subsidiary as its President and will join Verus at its corporate headquarters in
Maryland.
"After thirty years in the food business,
I know how important it is to have a great team and the right resources to successfully grow and gain shelf space", said
Mr. Wheeler. "Joining forces with Verus will enable us to grow much faster than we could have done as a private enterprise.
Our ultimate vision is even bigger than this first MLB license, but also includes other confectionary products and other sports
leagues and branding opportunities. Sports fans are loyal consumers, and we have the opportunity to gain a foothold in the $25
billion frozen dessert market via that loyalty".
About Verus International, Inc.
Verus International, Inc., through its wholly-owned
subsidiary, Verus Foods, Inc., an international supplier of consumer food products, is focused on international consumer packaged
goods, foodstuff distribution and wholesale trade. The Company's fine food products are sourced and exported internationally.
For more details on Verus, please visit www.verusfoods.com or follow us on twitter at @verus_foods.
MKR
Group, Inc. | 12198 Ventura Blvd., Suite 200, Los Angeles, CA 91604 | Main: 323.468.2300 Fax: 323.205.4332
Page
1
of 2
Safe Harbor Statement
This press release contains certain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These
statements are identified by the use of the words "could", "believe", "anticipate", "intend,"
"estimate", "expect", "may", "continue", "predict", "potential,"
"project" and similar expressions that are intended to identify forward-looking statements. All forward-looking statements
speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although
we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements
are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking
statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause
actual results to differ materially from historical experience and present expectations or projections. Actual results to differ
materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly.
Forward-looking statements also are affected by the risk factors described in the Company's filings with the U.S. Securities
and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made
or to reflect the occurrence of unanticipated events.
Contacts
Investor Contact:
MKR Group Inc.
Todd Kehrli or Mark Forney
vrus@mkr-group.com
MKR
Group, Inc. | 12198 Ventura Blvd., Suite 200, Los Angeles, CA 91604 | Main: 323.468.2300 Fax: 323.205.4332
Page
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