text:
EX-99.1
4
exhibit3.htm
EX-99.1
EX-99.1
Exhibit 99.1
Investor Contact
John Peschier, 312.930.8491
CME-G
Media Contacts
Anita Liskey, 312.466.4613
Allan Schoenberg, 312.930. 8189
news@cme.com
www.cme.com/mediaroom
FOR IMMEDIATE RELEASE
CME and CBOT Complete Merger Creating the Leading Global Financial Exchange
CHICAGO, July 12 - Chicago Mercantile Exchange Holdings Inc. (NYSE/Nasdaq: CME) and CBOT
Holdings, Inc. (NYSE: BOT) today announced that they have completed the merger of their companies,
effective today. The combined company, CME Group Inc., a CME/Chicago Board of Trade Company, will
be the world's largest and most diverse exchange, with all major benchmark asset classes ultimately
available on a single trading platform and floor. CME Group stock will trade on the New York Stock
Exchange and NASDAQ under the ticker symbol "CME".
As of the close of the markets today, CBOT Holdings stock has been delisted and will no longer
trade on NYSE.
The merger creates a company with pro forma 2006 annual revenue of $1.6 billion and average
trading volume of approximately 10.2 million contracts per day in the second quarter 2007.
Customers from more than 80 countries trade CME Group products, primarily electronically.
Corporate headquarters of the combined organization will remain in Chicago at 20 S. Wacker Drive.
"This is a historic day for both companies, as our two Chicago institutions join to create CME
Group", said CME Group Executive Chairman Terry Duffy. "We are grateful for the strong support
demonstrated by CME and CBOT shareholders and are confident today's close of our landmark merger
will bring substantial benefits to all our shareholders, customers, members and the city of
Chicago."
"As we have said all along, we believe this is the right strategic decision for CBOT's
shareholders and customers", said Charles P. Carey, CME Group Vice Chairman and former Chairman of
CBOT. "This merger delivers significant value for our shareholders and creates tremendous
opportunities for our members and customers. We are excited to now move forward as one company
with our combined resources and strengths".
"We are extremely pleased to complete our merger and begin operating as the largest and most
diverse exchange in the world", said Craig Donohue, CME Group Chief Executive Officer. "We are now
in the enviable position of executing our integration plans while simultaneously pursuing a broad
range of ambitious new growth opportunities. We are fortunate to enjoy a leading position in the
further growth and consolidation of our industry".
1
Under the terms of the agreement, CBOT stockholders will receive 0.375 shares of CME Group
Class A common stock per share of CBOT Class A common stock. In addition, immediately prior to the
close of the merger, CBOT paid the previously announced one-time cash dividend of $9.14 per CBOT
share, or a total of $485 million.
CME Group Inc. intends to promptly initiate a previously announced cash tender offer for up to
$3.5 billion in common stock of the combined company, or approximately 12 percent of the combined
company's outstanding shares, at a fixed price of $560 per share. The tender offer will be open to
former CBOT Holdings shareholders that received CME stock in connection with the merger, as well as
existing CME shareholders.
CME Group is the world's largest and most diverse exchange. Formed by the 2007 merger of
the Chicago Mercantile Exchange (CME) and the Chicago Board of Trade (CBOT), CME Group serves the
risk management needs of customers around the globe. As an international marketplace, CME Group
brings buyers and sellers together on the CME Globex electronic trading platform and on its trading
floors. CME Group offers the widest range of benchmark products available across all major asset
classes, including futures and options based on interest rates, equity indexes, foreign exchange,
agricultural commodities, energy, and alternative investment products such as weather and real
estate. CME Group is traded on the New York Stock Exchange and NASDAQ under the symbol "CME".
The Globe logo, CME, Chicago Mercantile Exchange, CME Group, Globex and E-mini, are
trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks of
the Board of Trade of the City of Chicago. Standard & Poor's, S&P 500 and S&P, S&P MidCap 400,
Standard & Poor's Depositary Receipts and SPDR are trademarks of The McGraw-Hill Companies, Inc.
NASDAQ, NASDAQ-100 and the NASDAQ-100 Index are trademarks of The Nasdaq Stock Market, Inc. Nikkei
and Nikkei 225 are trademarks of Nihon Keizai Shimbun Inc. The Russell 2000 Index and Russell 1000
Index are registered trademarks of Frank Russell Co. TRAKRS and Total Return Asset Contracts are
trademarks of Merrill Lynch & Co., Inc. GSCI is a trademark of Goldman Sachs & Co. Morgan Stanley
Capital International, MSCI, and EAFE are trademarks of MSCI. FTSE/Xinhua China 25 is a trademark
of FTSE Xinhua Index Limited. Dow Jones and Dow Jones Industrial Average are trademarks of Dow
Jones & Company, Inc. CDR Liquid 50 NAIG is a trademark of Credit Derivatives Research LLC. These
trademarks are used herein under license. All other trademarks are the property of their respective
owners.
# # #
The information in this document describing CME's planned tender offer following closing of the
transaction is for informational purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell shares of CME's common stock in the tender offer. The tender offer
will be made only pursuant to an Offer to Purchase and related materials that CME will distribute
to shareholders of the combined company after the proposed transaction with CBOT is consummated.
Shareholders should read the Offer to Purchase and the related materials carefully when they become
available because they will contain important information, including the various terms and
conditions of the tender offer. Subsequent to the closing of the transaction with CBOT,
shareholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the
Offer to Purchase and other documents that CME will file with the SEC free of charge at www.sec.gov
or from CME Group Inc., Shareholder Relations and Membership Services, 20 South Wacker Drive,
Chicago, Illinois 60606, Attention: Beth Hausoul.
07-137
2

text: CME

text: CBOT

text: CME

text:
CBOT
Holdings, Inc.

text: CME

text: CME

text: CME

text: CME

text: CME

text: CME

text: CME

text: CBOT

text: CBOT

text: CME

text: CBOT

text: CME

text: CBOT

text: CME

text: CBOT

text: CBOT

text: CBOT

text: CME

text: CME

text: CME

text: CME

text: CME

text: CBOT

text: CME

text: CME

text: CME

text: CME

text: CME

text: CME

text: CME

text: CME

text: CBOT

text: CME

text: CME

text: CME

text: CBOT

text: CBOT

text: CME

text: CME


dataset: buster

text:
EX-99.1
7
tm222868d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS RELEASE
Summit Hotel Properties Completes Acquisition
of NewcrestImage Portfolio
Austin, Texas, January 13, 2022
- - -
Summit
Hotel Properties, Inc. (NYSE: INN) (the "Company" or "Summit") today announced that it has completed an initial
closing of the previously announced portfolio acquisition through its existing joint venture with GIC from affiliates of NewcrestImage.
The initial closing included 26 of the 27 hotels totaling 3,533 guestrooms, two parking structures, and various financial incentives.
The remaining hotel to be acquired is the currently under construction 176-guestroom Canopy by Hilton New Orleans which is nearing completion,
and the joint venture expects to close on the acquisition of the hotel during the first quarter 2022 (collectively with the initial closing
referred to as the "Transaction").
The total consideration for the Transaction is
comprised of $776.5 million, or $209,000 per key, for the 27-hotel portfolio, $24.8 million for the two parking structures, and $20.7
million for the various financial incentives. The Transaction is expected to be immediately accretive to adjusted FFO per share, generate
a stabilized net operating income yield of 8.0% to 8.5% including future capital investment and excluding any ancillary joint venture
fees earned by Summit, and be leverage neutral to the Company's balance sheet while preserving existing liquidity of nearly $450
million.
Capital Structure and Financing
Upon closing of the Transaction, the Company will
fund its 51% equity contribution with a combination of common operating partnership units and preferred operating partnership units. The
Company will issue 15.865 million common operating partnership units valued at $160 million to seller affiliates, based on the 10-day
trailing VWAP of $10.0853 per unit as of November 2, 2021. The Company will also issue $50 million worth of newly designated 5.25% Series
Z Preferred Units. The preferred operating partnership units will be entitled to distributions at a rate of 5.25% per annum, may be redeemed
by the holder on the 10
th
or 11
th
anniversary of the issuance date and may be called by the Company at any time
after the 5
th
anniversary of the issuance date. GIC's 49% equity contribution will be in the form of cash.
The Company has secured a $410 million financing
commitment from Bank of America and Wells Fargo Bank which will be the primary debt financing for the Transaction. The term loan has a
four-year initial term with a one-year extension option, subject to certain conditions. The loan is interest-only and provides for a floating
interest rate equal to SOFR + 2.86%.
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Portfolio Asset Listing
PROPERTY NAME
MSA
STATE
KEYS /
SPACES
YEAR
BUILT
AC Hotel by Marriott Houston Downtown
Houston
TX
195
2019
AC Hotel by Marriott Oklahoma City Bricktown
Oklahoma City
OK
142
2017
AC Hotel by Marriott Dallas Downtown
Dallas
TX
128
2017
Residence Inn by Marriott Dallas Downtown
Dallas
TX
121
2017
AC Hotel by Marriott Frisco Station
Dallas
TX
150
2019
Residence Inn by Marriott Frisco Station
Dallas
TX
150
2019
Canopy by Hilton Frisco Station
Dallas
TX
150
2020
Canopy by Hilton New Orleans
(1)
New Orleans
LA
176
2021
Courtyard by Marriott Amarillo Downtown
Amarillo
TX
107
2010
Courtyard by Marriott Grapevine
Dallas
TX
181
2013
TownePlace Suites by Marriott Grapevine
Dallas
TX
120
2013
Embassy Suites by Hilton Amarillo Downtown
Amarillo
TX
226
2017
Hampton Inn & Suites by Hilton Dallas Downtown
Dallas
TX
176
2016
Hilton Garden Inn by Hilton College Station
Bryan-College Stn
TX
119
2013
Hilton Garden Inn by Hilton Longview
Longview
TX
122
2015
Hilton Garden Inn by Hilton Grapevine
Dallas
TX
152
2021
Holiday Inn Express & Suites Grapevine
Dallas
TX
95
2000
Holiday Inn Express & Suites Oklahoma City Bricktown
Oklahoma City
OK
124
2015
Homewood Suites by Hilton Midland
Midland-Odessa
TX
118
2014
Hyatt Place Dallas Grapevine
Dallas
TX
125
2000
Hyatt Place Dallas Plano
Dallas
TX
127
1998
Hyatt Place Lubbock
Lubbock
TX
125
2016
Hyatt Place Oklahoma City Bricktown
Oklahoma City
OK
134
2018
Residence Inn by Marriott Tyler
Tyler
TX
119
2014
SpringHill Suites by Marriott Dallas Downtown
Dallas
TX
148
1997
SpringHill Suites by Marriott New Orleans
New Orleans
LA
74
2018
TownePlace Suites by Marriott New Orleans
New Orleans
LA
105
2018
Total Hotel Portfolio
3,709
Dallas Parking Structure
Dallas
TX
335
2019
Frisco Parking Structure
Dallas
TX
667
2019
Total Parking
1,002
Total NCI Portfolio
3,709 / 1,002
(1)
Canopy by Hilton New Orleans is still under construction and expected to open and acquired in Q1 2022.
TRANSACTION VALUE COMPONENTS ($000s)
VALUE
PER KEY
Hotel Portfolio
27 Hotels / 3,709 Guestrooms
$
776,500
$
209
Parking Structures
2 Structures / 1,002 Parking Spaces
24,800
-
Subtotal
$
801,300
Financial Incentives
(1)
20,700
-
Total
$
822,000
(1)
The value of the financial incentives reflects the net present value of the future expected cash flows.
2
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Board Composition
Effective January 13, 2022, Mehul Patel, Managing
Partner and Chief Executive Officer of NewcrestImage, was appointed as a director to the Company's Board of Directors.
Advisors
BofA Securities, Inc. is acting as financial advisor
and Hunton Andrews Kurth is acting as legal counsel to the Company on the Transaction. Goodwin Procter, Munsch Hardt Kopf & Harr,
Haynes and Boone, and Colven & Tran are acting as legal counselors to NewcrestImage.
About Summit Hotel Properties
Summit Hotel Properties, Inc. is a publicly traded
real estate investment trust focused on owning premium-branded hotels with efficient operating models primarily in the Upscale segment
of the lodging industry. As of January 13, 2022, the Company's portfolio consisted of 100 hotels, 61 of which are wholly owned,
with a total of 15,051 guestrooms located in 24 states. Upon closing of the Canopy by Hilton New Orleans, the Company's portfolio
will consist of 101 hotels, 61 of which are wholly owned, with a total of 15,227 guestrooms located in 24 states.
About NewcrestImage
NewcrestImage has become one of the leading hotel companies in America
having transacted over 184 hotels throughout its history. It is known and respected for its unique properties and for repeatedly developing
bold award-winning projects that have transformed the hospitality industry. Many of the notable properties include dual-brand hotels,
the adaptive re-use of historic buildings, and "lifestyle hotel campus", which creates vibrant mixed-use neighborhoods.
Contact:
Adam Wudel
SVP - Finance & Capital Markets
Summit Hotel Properties, Inc.
(512) 538-2325
3
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Forward-Looking Statements
This press release contains statements that
are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may", "will,"
"should", "potential", "intend", "expect", "seek", "anticipate,"
"estimate", "approximately", "believe", "could", "project", "predict,"
"forecast", "continue", "plan", "likely", "would" or other similar words or
expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies,
financial and operating projections or other forward-looking information. Examples of forward-looking statements include the following:
the Company's ability to realize financial and operational synergies; projections of revenues and expenses or other financial items;
descriptions of the Company's plans or objectives for future operations; forecasts of EBITDAre; and descriptions of assumptions
underlying or relating to any of the foregoing expectations regarding the timing of their occurrence. These forward-looking statements
are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company's
control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not
limited to, the state of the U.S. economy, supply and demand in the hotel industry, and other factors as are described in greater detail
in the Company's filings with the Securities and Exchange Commission ("SEC"). Unless legally required, the Company disclaims
any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
For information about the Company's business
and financial results, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations"
and "Risk Factors" sections of the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed
with the SEC, and its quarterly and other periodic filings with the SEC. The Company undertakes no duty to update the statements in this
release to conform the statements to actual results or changes in the Company's expectations.
4
| P a g e

label: organization

text: Summit Hotel Properties

text: NewcrestImage

text:
Summit
Hotel Properties, Inc.

label: fund

text: GIC

override: fund

text: NewcrestImage

text: GIC

label: person

text: Mehul Patel

text: NewcrestImage

text: BofA Securities, Inc.

text: Hunton Andrews Kurth

text: Haynes and Boone

text: Colven & Tran

text: NewcrestImage

text: Summit Hotel Properties

text: Summit Hotel Properties, Inc.

text: NewcrestImage

text: NewcrestImage

text: Summit Hotel Properties, Inc.

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-99.3
5
ex99_3.htm
EXHIBIT 99.3
LANGUAGE
ACCESS NETWORK, INC.
Non-Competition
and Non-Solicitation Agreement
August
1, 2007
This
Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered
into as of the date set forth above by and between Language Access Network,
Inc., a Nevada corporation (the "Company"), and the undersigned individual who
has been a member of iBeam Solutions LLC, an Ohio limited liability company
(the
"Member").
In
consideration of the Company and its subsidiary, iBeam Merger Sub LLC (the
"Merger Sub"), concurrently herewith entering into an Agreement and Plan of
Merger (the "Merger Agreement") with the above-mentioned iBeam Solutions LLC
("iBS") and its members (including the Member) for the acquisition of iBS
through a merger of the Merger Sub with and into iBS (the "Merger") and
consummation of the Merger, and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Member hereby agree as follows:
1. By
virtue
of the Member's experience with iBS, the Member's involvement with a Person
conducting or conducting on the Member's own activities similar to those of the
Company would represent a substantial competitive harm to the Company and its
activities, and the use of the Member's skills, knowledge and information about
the Company's strategies, plans, services and other activities can and would
constitute a valuable competitive advantage over the Company. In view of the
foregoing, the Member agrees and covenants that, during the Restricted Period
(as hereinafter defined), the Member shall not directly or indirectly, whether
as an employee, agent, consultant, director, officer, investor, partner, member,
shareholder, proprietor, lender or otherwise, engage, or be associated in any
way with any entity which engages, anywhere in the Restricted Territory (as
hereinafter defined), in any business which is a Competitive Business (as
hereinafter defined), provided that the foregoing shall not prohibit the Member
from being a passive owner of not more than five percent (5%) of the outstanding
stock of a corporation subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended.
2. During
the Restricted Period, the Member shall not, without the consent of the Company
(by action of the Board), directly or indirectly, for the Member's benefit or
the benefit of any other Person, (a) induce or attempt to induce any employee
or
consultant of the Company or any of its Affiliates to leave the employ of the
Company or such Affiliate, (b) solicit from any customer of the Company or
any
of its Affiliates, or any Person who was such a customer within the two (2)
year
period prior to the start of the Restricted Period, business of the same or
of a
similar nature to the business of the Company or such Affiliate with such
customer, (c) solicit from any potential customer of the Company or any of
its
Affiliates who is known to the Member business of the same or of a similar
nature to that which has been the subject of a written or oral bid, offer,
proposal or solicitation by the Company or any of its Affiliates, or of
substantial preparation with a view to making such a bid, proposal, offer or
solicitation, or (d) otherwise knowingly interfere with the relationship between
the Company or any of its Affiliates and any employee or consultant
thereof.
3. For
purposes of this Agreement: (a) "Affiliate" of a Person means any other Person
directly or indirectly controlling or controlled by such Person, or under direct
or indirect common control with such Person, or any other Person of which such
Person is a member, shareholder, general partner, trustee, director, manager,
officer or employee, (b) "Board" means the Board of Directors of the Company,
(c) "Competitive Business means any business that competes or that may
reasonably be construed to compete with the Company or any of its Affiliates,
including without limitation any business that itself or through an Affiliate
produces, markets, or sells products, renders services or engages in business
activities that are the same as, similar to or otherwise competitive with those
of or under development or research by the Company or any of its Affiliates,
(d)
"Person" means any individual, partnership, limited liability company,
corporation (for profit or non-profit), trust, association or unincorporated
organization or governmental authority or other entity, (e) "Restricted Period"
means the five (5) year period commencing as of the date hereof and (f)
"Restricted Territory" means the United States of America.
4. The
Member acknowledges that any failure to carry out any obligation under this
Agreement, or a breach by the Member of any provision hereof, will cause
immediate and irreparable damage to the Company, which damage cannot be fully
and adequately compensated at law or through an action for money damages. In
the
event of any failure to comply with this Agreement, the Company shall be
entitled to recover damages, losses, costs and liabilities (including attorneys'
fees) resulting from the failure to comply and will also be entitled, without
the requirement of posting a bond or other security, to equitable relief,
including injunctive relief and specific performance. Such remedies will not
be
the exclusive remedies for any breach of this Agreement, but will be in addition
to all other remedies available at law or in equity to the Company.
5. This
Agreement shall inure to the benefit of the Company, its successors and assigns,
and is binding upon the assigns, executors and administrators and other legal
representatives of the Member.
6. This
Agreement shall be construed in accordance with and governed for all purposes
by
the law of the State of Ohio, without giving effect to its conflicts of laws
principles. In case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, but this Agreement shall be construed
as
if such invalid, illegal or unenforceable provision had never been contained
herein. If, moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it so as to be enforceable to the extent compatible with
the then applicable law.
[Remainder
of Page Intentionally Left Blank]
2
IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first set forth above.
Company
:
Member
:
LANGUAGE ACCESS NETWORK, INC.
By: _______________
_______________
Name: Michael
Guirlinger
Name: _______________
Title: CEO

text: iBeam Solutions LLC

text: iBeam Merger Sub LLC

text: iBeam Solutions LLC

text: iBS

text: iBS

text: iBS

text: iBS


text:
EX-99
9
ex993.htm
EXHIBIT 99.3 - MY EDGAR, INC. AND SUBSIDIARIES UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2007
ex993
Main 8-K
Exhibit 99.3
DOCUCON INCORPORATED AND MY EDGAR INC & SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed Consolidated financial statements are based on the unaudited historical financial statements of Docucon Incorporated ("Docucon") and My EDGAR, Inc. ("My EDGAR") along with its sole subsidiary Bassett Press, Inc., ("Bassett Press") have been prepared to illustrate the effects of the Docucon acquisition of My EDGAR and its subsidiaries under the terms of the Merger Agreement dated December 13, 2007. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2007, and unaudited pro forma condensed consolidated statements of operations as of and for the nine months ended September 30, 2007 are presented as if the merger of Docucon and My EDGAR (the "merger") was effective as of January 1, 2007.
On December 13, 2007, Docucon consummated an Agreement and Plan of Merger ("Merger") with My EDGAR, Inc., a Florida corporation, whereby Docucon acquired all the outstanding capital of My EDGAR in exchange of 16,439,938 shares of Docucon's common stock. Immediately following the Merger, Docucon Acquisitions Corp ("DAC") changed its name to My EDGAR, Inc. For accounting purposes, My EDGAR is treated as the acquirer in the merger, which is accounted for as a recapitalization in which the assets and liabilities of My EDGAR and Docucon have been recorded at their historical values and the outstanding capital stock and additional paid in capital have been restated to give effect to the shares of common stock issued in connection with the transaction.
The pro forma adjustments represent, in the opinion of management, all adjustments necessary to present the Company's pro forma results of operations and financial position in accordance with Article 11 of SEC Regulation S-X based upon available information and certain assumptions considered reasonable under the circumstances.
The unaudited pro forma financial statements presented herein do not purport to present what the Company's financial position or results of operations would actually have been had the events leading to the pro forma adjustments in fact occurred on the date or at the beginning of the periods operations for any future date or period.
The pro forma data presented herein is for informational purposes only and is not intended to represent or be indicative of the results of operations or financial condition of the consolidated entities that would have been reported had the proposed transaction been completed as of the dates presented, and should not be taken as representative of future results of operations or financial condition of the consolidated group.
Pro Forma Adjustments
Pro forma adjustments as of September 30, 2007 include the following:
(1)
$9,500 credit adjustment of common stock increasing the par value balance as a result of the Merger;
(2)
$10,642,099 debit adjustment of additional paid in capital giving effect for eliminating Docucon's additional paid in capital balance and liabilities acquired in the Merger transaction;
(3)
$10,071,822 credit adjustment of accumulated deficit related to Docucon's balance.
P-1
Unaudited Historical
Unadjusted
Adjusted
September 30, 2007
September 30, 2007
Condensed Consolidated
Pro-Forma
Condensed Consolidated
Docucon
My EDGAR
Pro-Forma
Adjustments
Pro-Forma
Assets
Current assets:
Cash and cash equivalents
$
--
$
68,177
$
68,177
$
$
68,177
Accounts receivable
--
132,014
132,014
132,014
Security deposits
--
7,617
7,617
7,617
Other current assets
--
948
948
948
Total current assets
--
208,756
208,756
208,756
Property & equipment, net
--
18,364
18,364
18,364
Intangible assets
--
311,821
311,821
311,821
Total Assets
$
--
$
538,941
$
538,941
$
538,941
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable
$
95,655
$
22,826
$
118,481
$
118,481
Other current liabilities
37,834
22,058
59,892
59,892
Line of Credit
--
--
--
--
Due to related party
--
--
--
--
Notes payable
127,334
109,733
237,067
237,067
Total current liabilities
260,823
154,617
415,440
415,440
Total liabilities
260,823
154,617
415,440
415,440
Stockholders' deficit:
Preferred stock, $1.00 par value, 10,000,000 shares authorized -
7
--
7
7
Series A, 60 shares designated, 7 shares issued and outstanding,
Liquidation preference of $175,000.
Common stock, $0.001 par value, 100,000,000 shares
authorized, 17,124,842 shares issued and outstanding
2,439
5,186
7,625
(9,500)
(1)
17,125
Additional paid-in capital
10,373,566
693,510
11,067,076
10,642,099
(2)
424,977
Treasury stock
(4,236)
(4,236)
(4,236)
Accumulated deficit
(10,071,822)
(314,372)
(10,386,194)
(10,071,822)
(3)
(314,372)
Accumulated deficit - during development stage
(560,777)
--
(560,777)
(560,777)
(3)
--
Total stockholders' deficit
(260,823)
384,324
123,501
123,501
Total Liabilities and Stockholders' Deficit
$
--
$
538,941
$
538,941
$
--
$
538,941
P-2
September 30, 2007
September 30, 2007
Pro-Forma
Condensed Combined
Docucon
My EDGAR
Adjustments
Pro-Forma
Revenues
$
$
767,011
$
$
767,011
Cost of services
352,665
352,665
Gross profit
414,346
414,346
Operating costs and expenses:
General and administrative
185,709
185,709
Payroll Expenses
270,335
270,335
Depreciation
7,767
7,767
Total operating costs and expenses
463,811
463,811
Net operating income (loss)
(49,465)
(49,465)
Other (expense):
Interest expense
(8,570)
(8,570)
total other income/ expense
806
806
Total other (expense)
(7,763)
(7,763)
Net loss
$
$
(57,228)
$
$
(57,228)
P-3

text: MY EDGAR

text: DOCUCON

text: MY EDGAR

text: Docucon

text: Docucon

text: My EDGAR

text: My EDGAR

text: Docucon

text: My EDGAR

text: Docucon

text: My EDGAR

text: Docucon

text: My EDGAR

text: Docucon

text: My EDGAR

text: Docucon

text: Docucon

text: My EDGAR

text: My EDGAR

text: My EDGAR

text: Docucon

text: Docucon

text: Docucon

text: Docucon

text: My EDGAR

text: Docucon

text: My EDGAR


text:
EX-99.1
2
es991e.txt
Exhibit 99.1
HALIFAX ANNOUNCES SALE OF ITS SECURE NETWORK
SERVICES BUSINESS FOR $12.5 MILLION IN CASH
Company Centralizes Focus on Enterprise Maintenance Services Business
ALEXANDRIA, VA - July 1, 2005 - Halifax Corporation (AMEX:HX) today announced
that it has sold its Secure Network Services business to INDUS Corporation for
$12.5 million in cash, subject to adjustment. The sale, effective today,
includes all assets of the business including associated contracts and certain
liabilities.
Charles McNew, president and chief executive officer, stated, "Although the
Secure Network Services business generated $13.6 million in annual revenues for
our most recent fiscal year, it does not fit into our core enterprise
maintenance strategy. Additionally, the infusion of cash significantly
strengthens our balance sheet and expands our options".
The sale was simultaneously signed and closed under an asset purchase agreement,
in which Halifax has sold substantially all of the assets and certain
liabilities of the Secure Network Services division for $12.5 million, subject
to certain adjustments and holdbacks described in the agreement among the
parties. The Secure Network Services division provides infrastructure support
services (voice, data and video) for secure environments.
He added, "The contracts and customer relationships of the Secure Network
Services business will be valuable to INDUS, as it continues to expand its IT
services work for the federal government. I'm confident that INDUS not only
will continue to provide a high level of service and support to our customers,
but that it will offer greater opportunities for growth for our employees and
suppliers given its exclusive focus on the federal marketplace".
BB&T Capital Market Windsor Group served as the exclusive financial advisor for
Halifax in this transaction. Reference is made to the Company's current Report
on Form 8K to be filed with the Securities and Exchange Commission, for
additional information on the transaction.
Since 1993, INDUS Corporation has provided sophisticated IT solutions to the
federal government. INDUS specializes in mission-critical initiatives for such
government agencies as NASA, EPA, the Departments of Transportation, Commerce,
Health and Human Services, Education, Homeland Security and Defense, as well as
the intelligence community. INDUS is supporting federal customers in over 50
locations throughout the United States. For more information, visit
www.induscorp.com.
Founded in 1967, Halifax Corporation is an enterprise maintenance solutions
company providing a wide range of technology services to commercial and
government customers throughout the United States. The Company's principal
products are high availability hardware maintenance services, technology
deployment and integration services. More information on Halifax can be found
at www.hxcorp.com.
Certain statements made by the Company which are not historical facts may be
considered forward-looking statements, including, without limitation, statements
as to trends, management's beliefs, views, expectations and opinions, which are
based upon a number of assumptions concerning future conditions that ultimately
may prove to be inaccurate. Such forward-looking statements are subject to
risks and uncertainties and may be affected by various factors described in the
Risk Factors Section in the Company's Annual Report on Form 10-K that may cause
actual results to differ materially from those in the forward-looking
statements. For further information that could affect the Company's financial
statements, please refer to the Company's reports filed with the Securities and
Exchange Commission.

text: HALIFAX

text: Halifax Corporation

text: INDUS Corporation

text: Halifax

text: INDUS

text: INDUS

text: BB&T Capital Market Windsor Group

override: organization

text: Halifax

text: INDUS Corporation

text: INDUS

text: INDUS

text: Halifax Corporation

text: Halifax


text:
EX-99.1
2
form8-k060618xex9911.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
News Release
Contact:
Tim Paynter (Media)
703-280-2720
timothy.paynter@ngc.com
Steve Movius (Investors)
703-280-4575
steve.movius@ngc.com
Northrop Grumman Completes Orbital ATK Acquisition, Blake Larson Elected to Lead New Innovation Systems Sector
FALLS CHURCH, Va. - June 6, 2018 - Northrop Grumman Corporation (NYSE: NOC) today announced it has closed the acquisition of Orbital ATK Inc. ("Orbital ATK"), a global leader in aerospace and defense technologies. Orbital ATK is now Northrop Grumman Innovation Systems, a new, fourth business sector.
Northrop Grumman's board of directors has elected Blake Larson as corporate vice president and president of Northrop Grumman Innovation Systems, reporting to Kathy Warden, Northrop Grumman's president and chief operating officer. Larson previously served as the chief operating officer of Orbital ATK.
"We welcome Orbital ATK's talented employees", said Wes Bush, chairman and chief executive officer, Northrop Grumman. "We are delighted to have them join the Northrop Grumman team, and we are very excited about the value creation our combination represents for our customers, shareholders and employees. Together, through our leading technologies and innovation-focused culture, we look forward to developing enhanced mission capabilities and more competitive offerings in critical global security domains", said Bush.
"I am also excited to welcome Blake to our leadership team", Bush added. "He is a proven leader and I know that he will continue to focus on performance and innovation as the president of our new Innovation Systems sector".
Northrop Grumman is a leading global security company providing innovative systems, products and solutions in autonomous systems, cyber, C4ISR, strike, and logistics and modernization to customers worldwide. Please visit news.northropgrumman.com and follow us on Twitter, @NGCNews, for more information.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this press release, other than statements of historical fact, constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"will", "anticipate", "expect", "intend", "plan", "believe", "estimate", and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements regarding the benefits and implications of the Orbital ATK acquisition. These forward-looking statements speak only as of the date when made, and Northrop Grumman undertakes no obligation to update or revise any forward-looking statements after the date of this press release except as required by applicable law. Forward-looking statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. Actual results may differ materially from those described or implied in these statements based on a number of factors. A discussion of these risks and uncertainties is contained in Northrop Grumman's Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission.

text: Grumman

text: Orbital ATK

text: Northrop Grumman Corporation

text: Orbital ATK Inc.

text: Orbital ATK

text: Orbital ATK

text: Orbital ATK

text: Orbital ATK

text: Wes Bush

text: Orbital ATK


text:
EX-99.1
2
dex991.htm
PRESS RELEASE
Press Release
EXHIBIT 99.1
News Release
Carolyn Gosselin, APR
For information contact:
Chief Communications Officer
Peeples Ink PR, Ltd
CNL
Booth Creek Ski Holdings Inc.
(407) 540-2505
(970) 845-8525
(970) 390-6244
CNL INCOME PROPERTIES AND BOOTH CREEK SKI HOLDINGS
CLOSE ACQUISITION AND LEASEBACK
- Transaction includes four mountain resort properties -
(ORLANDO, Fla.) Jan. 22, 2007-CNL Income Properties Inc., a
real estate investment trust (REIT) focused on lifestyle properties, and Booth Creek Ski Holdings Inc., the fourth largest operator of ski resorts in North America, today announced the completion of a sale leaseback transaction in which the REIT
acquired and leased back to Booth Creek four mountain resort properties. The transaction included: Northstar-at-Tahoe™ Resort, Loon
®
Mountain, Sierra-at-Tahoe
®
Resort and Summit at Snoqualmie.
Booth
Creek will continue to operate the properties under long-term, triple-net leases. The Booth Creek principals and management team have extensive experience operating and expanding regional and national destination ski resorts. In conjunction with the
transaction, CNL Income Properties has committed to make capital available for improved resort operations and expansion.
"We are
extremely pleased to enter this new partnership with CNL Income Properties", said Chris Ryman, president of Booth Creek Ski Holdings. "CNL Income Properties is a solid financial partner who is committed to our company and the
resorts. This partnership will benefit the guest experience at all of the resort properties and will allow Booth Creek to accelerate its resort growth strategy, particularly at Northstar-at-Tahoe™ Resort and Loon
®
Mountain."
- more -
CNL Income Properties Closes Sale Leaseback Transaction with Booth Creek/p.2
"Booth Creek's long-term vision is fixed on the overall guest experience and the growth of these mountain resort properties", said Byron
Carlock, president and CEO of CNL Income Properties. "We are pleased to partner with this industry leader who has a solid track record and the aptitude to grow these properties into prominent regional and national destinations".
The transaction comprises the following:
Northstar-at-Tahoe™ Resort (Lake Tahoe, Calif.)
.
Consists of 2,480 skiable acres with 79 trails and approximately 590,000 skier visits in 2006. The resort also includes a 22,700-square-foot mountain ski lodge, hotel and
condominium accommodations, restaurants, a children's ski school facility, and an 18-hole championship golf course.
.
Includes a commitment to acquire 100,000 square feet of commercial space encompassing over 30 specialty retailers located within the new Village at the base of the mountain adjacent
to a 9,000-square-foot ice rink, plaza areas, over 200 condominium units, and other services and amenities.
This portion
of the transaction to close at a later date. There can be no assurance that any or all of these conditions will be satisfied and that this transactions will ultimately be completed.
Loon
®
Mountain (Lincoln, NH)
.
Comprises 275 skiable acres with 50 trails and approximately 330,000 skier visits in 2006. The resort's amenities consist of the 17,600-square-foot Governor Adams Lodge,
17,300-square-foot children's center, trails for cross-country skiing, and indoor and outdoor climbing walls.
.
Consists of the Loon
®
Mountain ski area expansion of South Peak which will open in December 2007 with two lifts including a new high speed quad serving intermediate and advanced terrain and new snowmaking. Future planned phases
comprise more lifts, trails and skier amenities. This terrain expansion also services the South Peak Resort, a four-season luxury mountain destination, developed by Centex Destination Properties.
Sierra-at-Tahoe
®
Resort (Lake Tahoe, Calif.)
.
Includes 1,680 skiable acres with 46 trails and approximately 380,000 skier visits in 2006. The property also contains a 46,000-square-foot base lodge with retail and ski services.
- more -
CNL Income Properties Closes Sale Leaseback Transaction with Booth Creek/p.3
Summit at Snoqualmie (Snoqualmie, Wash.)
.
Comprises 1,697 skiable acres with 96 trails and approximately 510,000 skier visits in 2006. The property also runs the largest night-skiing operation in North America and offers
19.3 miles of cross-country skiing, family tubing facilities, and 10 lodges for skier service and entertainment.
"We
are attracted to these mountain lifestyle assets because we invest where we believe the boomers, their children and grandchildren are spending their time and money. Mountain destinations such as these, which offer activities for each generation like
skiing, snowboarding and shopping, are attractive, long-term investments that have the potential to enhance our shareholders' value", said Carlock. "The host of amenities and retail facilities also make the resorts attractive to every
generation".
Loon
®
Mountain is CNL Income Properties' second ski acquisition in New Hampshire. Earlier this year, it acquired the Bretton Woods ski area. CNL Income
Properties' acquisition also included the National Historic Landmark Mount Washington Hotel, the Bretton Arms Country Inn and the Lodge at Bretton Woods. Loon
®
Mountain and Bretton Woods are the two largest resorts in New Hampshire and will be run independently.
About Booth Creek Ski Holdings Inc.
Booth Creek consists of six
resorts across the United States including: Northstar-at-Tahoe™ Resort and Sierra-at-Tahoe
®
Resort in California; Waterville Valley, Cranmore Mountain Resort and Loon
®
Mountain in New Hampshire; and The Summit at Snoqualmie near Seattle, Washington. Booth Creek is the fourth largest ski resort owner in North America.
For more information, visit
www.boothcreek.com
.
About CNL Income Properties Inc.
CNL Income Properties Inc. is a real estate investment trust that owns a portfolio of 58 properties in the United States and Canada in the lifestyle and recreation
sectors. Headquartered in Orlando, Fla., CNL Income Properties specializes in the acquisition of golf courses, ski resorts, marinas, campgrounds, merchandise marts, destination retail and entertainment centers, and attractions. For more information,
visit
www.cnl.com
.
- more -
CNL Income Properties Closes Sale Leaseback Transaction with Booth Creek/p.4
Forward-Looking Statements
This press release may contain
forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts, including, among others, statements regarding CNL Income Properties' future financial position, the future
impact of real estate and demographic trends business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. Those statements include statements regarding the intent, belief or current
expectations of the CNL Income Properties' management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may", "will", "seeks,"
"anticipates", "believes", "estimates", "expects", "plans", "intends", "should" or similar expressions. Forward-looking statements are not guarantees of future performance and
involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the company's ability to control or predict. Such factors include, but are
not limited to, competition in the company's markets, changes in Baby Boomers activities patterns and spending habits, the company's abilities to attract a significant number of guests from its target markets, the impact of mineral rights
and other reservations on the company's properties, the company's ability to develop new resorts or further develop existing resorts on a timely or cost-efficient basis, the company's ability to manage growth, potential accidents or
injuries at its properties, its abilities to achieve or sustain profitability, downturns in its industry segments and extreme weather conditions, increases in operating costs and other expense items and costs, uninsured losses or losses in excess of
the company's insurance coverage, and the company's ability to protect their intellectual property and the value of its brands.
Management
believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to CNL
Income Properties or persons acting on its behalf are qualified in there entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.
###

text: Booth Creek Ski Holdings Inc.

text: CNL INCOME

text: BOOTH CREEK

text: CNL Income Properties Inc.

text: Booth Creek Ski Holdings Inc.

text: Booth Creek

text: Northstar-at-Tahoe™ Resort

text:
Loon
®
Mountain

text:
Sierra-at-Tahoe
®
Resort

text: Summit at Snoqualmie

text:
Booth
Creek

text: Booth Creek

text: CNL Income Properties

text: CNL Income Properties

text: Chris Ryman

text: CNL Income Properties

text: Booth Creek

text: Northstar-at-Tahoe™ Resort

text:
Loon
®
Mountain

text: CNL Income Properties

text: Booth Creek

text:
Byron
Carlock

text: CNL Income Properties

text: Northstar-at-Tahoe™ Resort

text:
Loon
®
Mountain

text:
Loon
®
Mountain

text:
Sierra-at-Tahoe
®
Resort

text: CNL Income Properties

text: Summit at Snoqualmie

text:
Loon
®
Mountain

text: CNL Income Properties

text:
CNL Income
Properties

text:
Loon
®
Mountain

text: Booth Creek Ski Holdings Inc.

text: Booth Creek

text: Northstar-at-Tahoe™ Resort

text:
Sierra-at-Tahoe
®
Resort

text:
Loon
®
Mountain

text: Summit at Snoqualmie

text: Booth Creek

text: CNL Income Properties Inc.

text: CNL Income Properties Inc.

text: CNL Income Properties

text: CNL Income Properties

text: CNL Income Properties

text: CNL Income Properties

text:
CNL
Income Properties


text:
EX-99.3
4
v033024_ex99-3.txt
Financial Media Group, Inc. Completes Acquisition of WallStreet Direct, Inc.
January 11, 2005-- Irvine, CA--Financial Media Group, Inc. (OTCBB: FNGP), is
pleased to announce that it has completed the acquisition of WallStreet Direct,
Inc., a multimedia provider of financial news, tools and information.
WallStreet Direct, Inc. owns www.wallst.net, a leading, media-rich, online
financial portal. In addition to www.wallst.net, WallStreet Direct, Inc. hosts
investment conferences and seminars, and publishes a newspaper focused on
financial news and the company's exclusive content.
"The acquisition of WallStreet Direct is a significant milestone, and a perfect
example of the type of growth orientated acquisition opportunities we are
capitalizing on", said Javan Khazali, Chief Operating Officer for Financial
Media Group, Inc. "The WallSt.net brand is already established in the investment
community. We believe that this acquisition will greatly benefit shareholder
value, as we provide WallStreet Direct the opportunities of being part of a
public company".
About Wall Street Direct, Inc.
Wall Street Direct, Inc. owns www.wallst.net, a leading online financial portal
featuring news, media and financial tools for investors. The company also
organizes investor conferences for publicly traded companies, and publishes a
print business newspaper under the name WallSt.net Digest.
This press release contains certain forward-looking statements. These
forward-looking statements, which are included in accordance with the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, may
involve known and unknown risks, uncertainties and other factors that may cause
actual results and performance in future periods to be materially different from
any future results or performance suggested by the forward- looking statements
in this press release. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, we can give no
assurance that actual results will not differ materially from these
expectations. From time to time, these risks, uncertainties and other factors
are discussed in our filings with the Securities and Exchange Commission.
Contact
Javan Khazali
Chief Operating Officer
Financial Media Group, Inc.
(949) 486- 1711

text: Financial Media Group, Inc.

text: WallStreet Direct, Inc.

text: Financial Media Group, Inc.

text:
WallStreet Direct,
Inc.

text: WallStreet Direct, Inc.

text: WallStreet Direct, Inc.

text: WallStreet Direct

text: Javan Khazali

text:
Financial
Media Group, Inc.

text: WallStreet Direct

text: Javan Khazali

text: Financial Media Group, Inc.


text:
EX-99
3
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
Tuesday, September 2, 2014
Media General Completes Acquisition of WHTM-TV in Harrisburg, PA
RICHMOND, VA
- Media General, Inc. (NYSE: MEG), a local broadcast television and digital media company, announced today that it has completed its previously announced acquisition of WHTM-TV in Harrisburg, PA, from Sinclair Broadcast Group, effective September 1, 2014, for approximately $83.4 million in cash. Media General funded the acquisition with an incremental term loan of $75 million.
"This is an attractive acquisition for us, with a buyer's multiple of less than 8x. It also is immediately accretive to free cash flow", said George L. Mahoney, president and chief executive officer of Media General. "We're delighted to welcome WHTM and its employees to Media General. WHTM is a top-rated station in Pennsylvania's capital city. The station will benefit from political spending in the upcoming elections, especially the contested gubernatorial race in Pennsylvania. WHTM provides an excellent news product and it's a terrific fit with Media General. We look forward to building further on its many accomplishments".
WHTM-TV is an ABC affiliate and the number two ranked local news station in the Harrisburg-Lancaster-Lebanon-York DMA, the 43rd largest in the country according to Nielsen Media Research.
About Media General
Media General, Inc. is a leading local television broadcasting and digital media company, providing top-rated news, information and entertainment in strong markets across the U.S. The company owns or operates 32 network-affiliated broadcast television stations and their associated digital media and mobile platforms, in 29 markets. These stations reach 17.2 million or nearly 15% of U.S. TV homes. Seventeen of the 32 stations are located in the top 75 designated market areas. Media General first entered the local television business in 1955 when it launched WFLA in Tampa, Florida as an NBC affiliate. The company subsequently expanded its station portfolio through acquisition. In November 2013, Media General and Young Broadcasting merged, combining Media General's 18 stations and Young's 13 stations.
Contact Media General
Lou Anne J. Nabhan
Vice President-Corporate Communications
804-887-5120
lnabhan@mediageneral.com

text: Media General

text: WHTM-TV

text: Media General

text: WHTM-TV

text: Sinclair Broadcast Group

text: Media General

text: George L. Mahoney

text: Media General

text: Media General

text: Media General

text: WHTM-TV

text: Media General

text: Media General

text: Media General

text: Media General

text: Media General

text: Media General


text:
EX-99.1
2
ex_285764.htm
EXHIBIT 99.1
ex_285764.htm
Exhibit 99.1
ModivCare Completes Acquisition of VRI
DENVER - September 22, 2021 - ModivCare Inc. ("ModivCare" or the "Company") (Nasdaq: MODV), a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions focused on improving patient outcomes, today announced that the Company has completed its previously announced acquisition of VRI Intermediate Holdings, LLC ("VRI"), an industry-leading provider of remote patient monitoring solutions, for a purchase price of approximately $315 million, subject to customary purchase price adjustments.
Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are frequently identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "believe", "estimate", "intend", and similar words indicating possible future expectations, events or actions. In addition, statements that are not historical statements of fact should also be considered forward-looking statements. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company's business and the Company's industry, and are not guarantees of the Company's future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company's ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein.
The Company has provided additional information in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2020 and subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in our other filings with the SEC. We undertake no obligation to update or revise any forward- looking statements contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable law.
About ModivCare
ModivCare Inc. ("ModivCare") (Nasdaq: MODV) is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their patients. Our value-based solutions address the social determinants of health (SDoH), enable greater access to care, reduce costs, and improve outcomes. We are a leading provider of non-emergency medical transportation (NEMT), personal and home care, and nutritional meal delivery. ModivCare also holds a minority equity interest in CCHN Group Holdings, Inc. and its subsidiaries ("Matrix Medical Network"), which partners with leading health plans and providers nationally, delivering a broad array of assessment and care management services to individuals that improve health outcomes and health plan financial performance. To learn more about ModivCare, please visit
www.modivcare.com
.
RESPECT. TRUST. RELIABLE. COMPASSION. SAFETY. TRANSPARENCY
1
Media:
Kate Zerone
Senior Manager, Communications
kate.zerone@modivcare.com
Investors:
The Equity Group
Kalle Ahl, CFA
kahl@equityny.com
RESPECT. TRUST. RELIABLE. COMPASSION. SAFETY. TRANSPARENCY
2

text: ModivCare

text: VRI

text: ModivCare Inc.

text: ModivCare

text: VRI Intermediate Holdings, LLC

text: VRI

text: ModivCare

text: ModivCare Inc.

text: ModivCare

text: ModivCare

text: ModivCare


text:
EX-99.1
3
ex99-1.htm
PRESS RELEASE DATED DECEMBER 12, 2016, ANNOUNCING THE COMPLETION OF THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF STREAMLINE, INC. TO SKYTRON, LLC.
SEC Connect
Exhibit
99.1
Medovex Corp. Completes Sale of Assets of Streamline, Inc. to
Skytron, LLC
ATLANTA,
GA--(Marketwired - December 12, 2016) - Medovex Corp.
(NASDAQ: MDVX), a developer of medical technology products, today
announced that it has successfully completed the sale of
substantially all of the assets of Streamline®, Inc. to
Skytron®, LLC.
Specific
details of the completed sale of Streamline to Skytron are set
forth in the Current Report on Form 8-K filed today by Medovex with
the U.S. Securities and Exchange Commission.
The
sale proceeds will continue to be used to fund Medovex's general
operating needs, including ongoing development of its patented
DenerveX™ System, which is designed to provide longer lasting
relief of pain associated with the facet joint. Lower back pain is
the second most common cause of disability in the U.S. for adults.
Studies indicate that 10% of the U.S. adult population suffers from
lower back pain and that 31% of lower back pain is attributed to
facet joint pain.
Jarret
Gorlin, Medovex's Chief Executive Officer, stated, "We're
pleased to have successfully closed the sale of Streamline to
Skytron. These proceeds, when combined with the additional $1
million investment made earlier this week by our Co-founder, Steve
Gorlin, VP of Business Development, Jesse Crowne, and another
private investor, will help complement our balance sheet and better
position us for future growth".
Medovexs
DenerveX System consists of the DenerveX Rotational Ablation
Denervation Device Kit, a single use medical device and the
DenerveX Pro-40 Power Generator, both designed to be less invasive
with faster recovery time than current surgical treatment options.
It consists of two procedures combined into one device and is
expected to provide for a longer lasting treatment solution while
offering potential savings to the health care system. DenerveX
System is not yet CE marked or FDA cleared and is not yet
commercially available.
About Medovex
Medovex was formed to acquire and develop a
diversified portfolio of potentially ground breaking medical
technology products. Criteria for selection include those products
with potential for significant improvement in the quality of
patient care combined with cost effectiveness. The company's first
pipeline product, the DenerveX device, is intended to provide long
lasting relief from pain associated with facet joint syndrome at
significantly less cost than currently available options. To learn
more about the company, visit its website at
www.medovex.com.
Safe Harbor Statement
Certain statements in this press release
constitute "forward-looking statements" within the meaning of the
federal securities laws. Words such as "may", "might", "will,"
"should", "believe", "expect", "anticipate", "estimate,"
"continue", "predict", "forecast", "project", "plan", "intend" or
similar expressions, or statements regarding intent, belief, or
current expectations, are forward-looking statements. While Medovex believes
these forward-looking statements are reasonable, undue reliance
should not be placed on any such forward-looking statements, which
are based on information available to us on the date of this
release. These forward looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including without limitation those set forth in the
company's filings with the U.S. Securities and Exchange Commission.
Thus, actual results could be materially different. Medovex
expressly disclaims any obligation to update or alter statements
whether as a result of new information, future events or otherwise,
except as required by law.
CONTACT INFORMATION
●
Medovex Corp.
Jason Assad
470-505-9905
Jassad@medovex.com

text: STREAMLINE, INC.

text: SKYTRON, LLC.

text: Medovex Corp.

text: Streamline, Inc.

text: Skytron, LLC

text: Medovex Corp.

text: Streamline®, Inc.

text: Skytron®, LLC

text:
Steve
Gorlin

text: Medovex Corp.


text:
EX-99.1
2
exhibit991-pressrelease.htm
EXHIBIT 99.1
Exhibit 99.1 - Press Release
Exhibit 99.1
ANIXTER INTERNATIONAL INC. COMPLETES SALE OF FASTENERS TO AMERICAN INDUSTRIAL PARTNERS
Transaction Sharpens Anixter's Strategic Focus
GLENVIEW, IL (Business Wire) June 2, 2015- Anixter International Inc. (NYSE: AXE) today announced that on June 1, 2015 it completed the previously announced sale of its OEM Supply - Fasteners ("Fasteners") segment to American Industrial Partners ("AIP"), a middle-market private equity firm focused on acquiring North American headquartered industrial businesses, for $380 million in cash, subject to customary post-closing adjustments.
"We are pleased to announce the closing of this sale as we sharpen our focus on our core Enterprise Cabling & Security Solutions (ECS) and Electrical and Electronic Wire & Cable (W&C) segments", said Bob Eck, President and Chief Executive Officer of Anixter. "With the additional financial flexibility that estimated net after tax proceeds of $320 million will provide, our priorities continue to be paying down debt, extending our M&A strategy, providing a potential return of value to shareholders, or some combination of these, allowing us to continue to deliver long-term value to shareholders".
The new company, which has been named Optimas OE Solutions, is a leading global distributor and manufacturer of highly-engineered fasteners for customers in the heavy truck, power train, luxury automotive, agriculture, construction, recreational vehicles and other verticals serving customers in 15 countries. The business reported 2014 revenues of $938.5 million and operating profit of $39.1 million. The results from the Fasteners business have been reclassified as discontinued operations and therefore were excluded from Anixter's first quarter 2015 results from continuing operations. Please see the Investor Relations section of our website to access previously disclosed 2014 results restated to reflect Fasteners as a discontinued operation.
Goldman, Sachs & Co. served as financial advisor and Sidley Austin LLP served as legal counsel to Anixter.
About Anixter
Anixter International is a leading global distributor of enterprise cabling & security solutions and electrical and electronic wire & cable. The company adds value to the distribution process by providing its customers access to 1) innovative inventory management programs 2) approximately 400,000 products and $800 million in inventory 3) approximately 220 warehouses/branch locations with 6 million square feet of space and 4) locations in over 250 cities in more than 50 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on the New York Stock Exchange under the symbol AXE.
Anixter Contacts
For Investors:
Ted Dosch
Lisa Micou Meers, CFA
EVP Finance and CFO
Vice President - Investor Relations
224.521.4281
224.521.8895

text: ANIXTER INTERNATIONAL INC.

text: AMERICAN INDUSTRIAL PARTNERS

text: Anixter International Inc.

text: American Industrial Partners

text: Bob Eck

text: Goldman, Sachs & Co.

text: Sidley Austin LLP


text:
EX-99.1
2
kl03032_ex99-1.htm
PRESS RELEASE
kl03032_ex99-1.htm
Exhibit 99.1
CONTACT:
John C. Wobensmith
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8555
Genco Shipping & Trading Limited Completes Acquisition of
13 Supramax Vessels
Takes Delivery of Genco Rhone
NEW YORK, March 29, 2011 - Genco Shipping & Trading Limited (NYSE: GNK) today announced that it has taken delivery of the Genco Rhone, a Supramax newbuilding. The Genco Rhone is the final vessel to be delivered to the Company under Genco's agreement previously announced on June 25, 2010 to acquire 13 Supramax vessels from Setaf SAS, a wholly owned subsidiary of Bourbon SA.
The Company also announced that it has reached an agreement to enter into a spot-market related time charter for the Genco Rhone with AMN Bulkcarriers Inc. for 11 to 13.5 months at a rate based on 102% of the average of the daily rates of the Baltic Supramax Index, or BSI, as reflected in daily reports. Hire is paid every 15 days in arrears net of a 5% third party brokerage commission. Genco maintains the option to convert the balance of any period of this charter to a fixed rate based on the Baltic Supramax Index FFA values at 102%. The time charter for the Genco Rhone is expected to commence on or about March 30, 2011 and is subject to the completion of definitive documentation.
The Company used its available cash to pay the remaining balance of approximately $32.13 million for the Genco Rhone. On August 20, 2010, the Company entered into its previously announced $253 million senior secured term loan facility and intends to use the credit facility to refund a total of $21.5 million associated with the purchase of this vessel to the Company.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, and assuming deliveries of the three remaining Handysize vessels we recently agreed to acquire, we will own a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,812,000 dwt. In addition, our subsidiary Baltic Trading Limited currently owns a fleet of nine drybulk vessels, consisting of two Capesize, four Supramax, and three Handysize vessels. References to Genco's vessels and fleet in this press release exclude vessels owned by Baltic Trading Limited, a subsidiary of Genco.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management's current expectations and observations, and include, without limitation, the expected delivery of the Genco Rhone to its charterer and the amounts expected to be received under the charter, Genco's intentions to refund a portion of the vessel's purchase price using the credit facility mentioned above, and expected deliveries of additional vessels. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. Such statements are subject to various risks, uncertainties and assumptions, including the fulfillment of the closing conditions under, or the execution of customary additional documentation for, Genco's agreements to acquire vessels; the completion of definitive documentation for charters; and funding of financing on acceptable terms. Should one or more of those risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed in any forward-looking statements. These risks, as well as others, are discussed in greater detail in Genco's filings with the SEC, including, without limitation, the "Risk Factors" section in each of the preliminary prospectus supplements and related prospectus relating to our offerings, our Annual Report on Form 10-K for the year ended December 31, 2010 and our subsequent filings with the SEC.
###

text: John C. Wobensmith

text: Genco Shipping & Trading Limited

text: Genco Shipping & Trading Limited

text: Genco

text: Genco Shipping & Trading Limited

text: Genco

text: Genco

text: Genco

text: Setaf SAS

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco Shipping & Trading Limited

text: Genco Shipping & Trading Limited

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco

text: Genco


text:
EX-99.01
3
ex9901form8k012010.htm
Intelligent Communication Announces Strategic Acquisition
Acquires Solesys S.A.
SINGAPORE -- (Marketwire) -- 01/25/10 -- Intelligent Communication Enterprise Corporation (OTCBB: ICMC), (www.icecorpasia.com), said today that it has acquired all of the outstanding shares of Solesys S.A. (www.solesys.com).
Solesys is based in Switzerland and has developed next-generation solutions for the premium mobile market.
Solesys has been acquired for US $9.6 million in Intelligent Communication stock.
"Solesys has technology that has the potential to revolutionize the mobile marketing world. It will be a great complement to our mobile marketing subsidiary Radius-ED. In addition, Solesys' next-generation platform can be immediately implemented in our other divisions", said Luther Jao, Intelligent Communication CEO. "This acquisition of Solesys and its next-generation platform will make us a leader in the premium mobile data market".
"We are very excited to be part of Intelligent Communication", said Mark Hoegarts, Solesys CEO. "We believe that we will not only be complementary to Intelligent Communication's current business but combined will provide Intelligent Communication with the world's leading platform for the mobile data market".
About Intelligent Communication Enterprise: Intelligent Communication Enterprise Corporation (OTCBB: ICMC), (www.icecorpasia.com), headquartered in Singapore, offers a range of innovative messaging, marketing and personal identification verification security solutions using the mobile phone.
This news release may contain "forward-looking" statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from the forward-looking statements in this press release. Additional risks and uncertainties are identified and described in the Company's SEC reports. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and the Company specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events, or circumstances after the date of such statement.
CONTACT: Intelligent Communication Enterprise Corporation
investorrelations@whitefieldscapital.com

text: Intelligent Communication

text: Solesys S.A.

text: Intelligent Communication

text: Solesys S.A.

text: Solesys

text: Solesys

text: Intelligent Communication

text: Solesys

text: Solesys

text: Intelligent Communication

text: Solesys

text: Intelligent Communication

text: Solesys

text: Intelligent Communication

text: Intelligent Communication

text: Intelligent Communication

text: Intelligent Communication

text: Intelligent Communication


text:
EX-99.1
3
a06-10196_3ex99d1.htm
EX-99
Exhibit 99.1
FOR RELEASE AT 9:05 a.m. Eastern Time
Lawson Software
Intentia
Terry Blake
Niklas Björkqvist
Media
General Counsel
+1-651-767-4766
Telephone:
+46-8-5552 5249
terry.blake@lawson.com
Fax:
+46-8-5552 5999
Cell phone:
+46-733-27 5249
niklas.bjorkqvist@intentia.se
Lawson Software
Intentia
Barbara Doyle
Micaela
Sjökvist
Investor Relations
Investor
Relations
+1-651-767-4385
Telephone:
+46
8 5552 5000
barbara.doyle@lawson.com
Cell
phone:
+46
70 698 6646
micaela.sjokvist@intentia.se
LAWSON
SOFTWARE AND INTENTIA INTERNATIONAL COMPLETE COMBINATION
Acceptance Period for The Offer
is Extended to Permit Late Tenders
Combined Company is a New
Leader in Enterprise Applications,
Serving 4,000 Customers in 40 Countries
ST. PAUL, Minn., and STOCKHOLM, Sweden - April 25,
2006 -
Lawson Software, Inc. ("Lawson") (Nasdaq:
LWSN) and Intentia International ("Intentia") (XSSE: INT B) today announced the fulfillment of
conditions of the offer and the completion of their combination. Holders of shares
and warrants in Intentia, representing 5,119,604 shares of series A,
157,505,164 shares of series B, and 23,000,000 warrants, corresponding to
approximately 97.4 percent of the shares and approximately 97.9 percent of the votes
in Intentia on a fully diluted basis (including all shares issuable pursuant to
outstanding warrants but excluding shares issuable pursuant to outstanding
convertible securities), accepted Lawson's offer to exchange their shares and
warrants for newly issued shares of Lawson common stock (the "Exchange
-more-
Offer"). Lawson has also completed its reorganization merger in
connection with the combination. All conditions for the completion of the Exchange
Offer have been satisfied and settlement of the Exchange Offer, whereby holders
of shares and warrants in Intentia will receive VPC-registered Lawson common
stock in exchange, is expected to commence promptly.
Lawson was approved for a secondary listing at the Stockholm Stock
Exchange on April 24, 2006. VPC-registered Lawson common stock will
commence trading on the Swedish Stock Exchange under the symbol LWSN as soon as
practicable after settlement of the Exchange Offer. Following Lawson's holding
company reorganization, which will be effective as of the open of trading on
Nasdaq on April 25, 2006, Lawson common stock will continue to trade on
the Nasdaq National Market under the symbol LWSN and will be assigned a new
CUSIP (52078P102). No new certificates will be issued as a result of the
reorganization, and holders of Lawson common stock will not need to exchange
any certificates representing the Lawson common stock they hold.
To enable those holders of shares in Intentia who have not yet tendered
their shares to participate in the Exchange Offer, the Exchange Offer has been
further extended up to and including May 5, 2006, 5:00 p.m. (CET).
Shares tendered during the extended acceptance period are expected to settle commencing
the week following the expiration of the extended acceptance period. After the
extension, Lawson intends to initiate compulsory acquisition proceedings regarding
the shares that have not been tendered in the Exchange Offer.
New Company is a Leader in Enterprise
Applications
The combination of Lawson and Intentia creates a global leader in
enterprise applications with approximately 4,000 customers in more than 40
countries. "As we close this chapter on the merger exercise, we begin the task
of executing our plans and fulfilling the promise of a new, larger, stronger,
global Lawson", said Harry Debes, Lawson Software's president and chief
executive officer. "We are convinced that the market wants legitimate and
credible choices and this combination makes us a strong contender in numerous
markets around the globe".
2
About
Lawson Software
Lawson Software provides
business application software and consulting services to services organizations
in the healthcare, retail, government and education, banking and insurance and
other markets. Lawson's software suites include enterprise performance
management, distribution, financials, human capital management, procurement,
retail operations and service process optimization. With headquarters in St.
Paul, Minn., Lawson has offices and affiliates serving North and South America,
Europe, and Africa. Lawson Software and Lawson are registered trademarks of
Lawson Software, Inc. All rights reserved.
About Intentia
Intentia is the only global
enterprise solutions provider 100% dedicated to bringing software applications
and consulting services to companies whose core processes involve
manufacturing, distribution and maintenance-what we call the "make, move and
maintain" market.
100% of our resources are committed to this
market.
100% of our software is designed for this
market.
100% of our experience is in serving this
market.
Intentia was founded in 1984
and serves over 3,000 customer sites in some 40 countries around the world. Our
business solutions currently comprise enterprise management, supplier
relationship management, customer relationship management, supply chain
management, value chain collaboration, enterprise performance management and
workplace management.
Intentia is a public company
traded on the Stockholm Stock Exchange (XSSE) under the symbol INT B. Visit
Intentia's website at www.intentia.com
Forward-Looking Statements
This press release
contains forward-looking statements that contain risks and uncertainties. These
forward-looking statements contain statements of intent, belief or current
expectations of Lawson and its management, and Intentia and its management. Such
forward-looking statements are not guarantees of future results and involve
risks and uncertainties that may cause actual results to differ materially
from the potential results discussed in the forward-looking statements. The
companies are not obligated to update forward-looking statements based on
circumstances or events that occur in the future. Risks and uncertainties that may cause
such differences include but are not limited to: uncertainties in Lawson's ability to realize
synergies and revenue opportunities anticipated from the Intentia International
acquisition; uncertainties in the software industry; global military conflicts;
terrorist attacks in the United States, and any future events in response to
these developments; changes in conditions in the company's targeted service
industries; increased competition and other risk factors listed in the company's
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission and as included in Lawson Holding's Form S-4 Proxy
Statement/Prospectus filed with the Commission.
Additional Information and Where to Find It
Lawson has filed a
registration statement on Form S-4 containing a proxy statement/prospectus
in connection with the proposed acquisition of Intentia by Lawson pursuant to
the terms of the Transaction Agreement by and between Lawson and Intentia. On
or about March 22, 2006, the proxy statement/prospectus was mailed to the
stockholders of Lawson and Intentia security holders who are U.S. persons. Lawson
has also filed and registered a prospectus with the Swedish Financial
Supervisory Authority. The security holders of Lawson and Intentia are urged to
read
3
the proxy
statement/prospectus and other relevant materials because they contain
important information about the offer. Investors and security holders may obtain
free copies of these documents and other documents filed with the Securities
and Exchange Commission at the Securities and Exchange Commission's website at
www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the Securities and Exchange Commission by
Lawson by going to Lawson's Investor Relations page on its corporate website
at www.lawson.com.
Lawson and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Lawson in connection with the
transaction described herein. Information regarding the special interests of
these directors and executive officers in the transaction described herein will
be included in the proxy statement/prospectus described above. Additional
information regarding these directors and executive officers is also included
in Lawson's proxy statement, which was also filed as part of the Form S-4
submission filed with the SEC. This document is available free of charge by
contacting the SEC or Lawson as indicated above.
THIS PRESS RELEASE MAY NOT
BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO OR FROM AUSTRALIA, JAPAN, CANADA,
NEW ZEALAND OR SOUTH AFRICA.
#
# #
4

text: Lawson Software

text: Intentia

text: Lawson Software

text: Intentia

text:
LAWSON
SOFTWARE

text: INTENTIA INTERNATIONAL

text: Lawson Software, Inc.

text: Lawson

text: Intentia International

text: Intentia

text: Intentia

text: Intentia

text: Lawson

text: Lawson

text: Lawson

text: Intentia

text: Lawson

text: Lawson

text: Lawson

text: Lawson

text: Lawson

text: Lawson

text: Lawson

text: Intentia

text: Lawson

text: Lawson

text: Intentia

text: Lawson

text: Lawson Software

text: Lawson Software

text: Lawson Software

text: Lawson

text: Lawson

text: Lawson Software

text: Lawson

text: Lawson Software, Inc.

text: Intentia

text: Intentia

text: Intentia

text: Intentia

text: Intentia

text: Lawson

text: Intentia

text: Lawson

text: Intentia International

text: Lawson

text: Lawson

text: Intentia

text: Lawson

text: Lawson

text: Intentia

text: Lawson

text: Intentia

text: Lawson

text: Lawson

text: Intentia

text: Lawson

text: Lawson

text: Lawson

text: Lawson

text: Lawson

text: Lawson


text:
EX-99.1
3
d850358dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FS/KKR Closes $9.5 Billion Merger Creating Second Largest
Business Development Company
Philadelphia and New York, December
18, 2019
- FS/KKR Advisor, LLC (FS/KKR), a partnership between FS Investments and KKR
Credit Advisors (US) LLC, today announced the closing of the mergers of four
non-traded
business development companies (BDCs): FS Investment Corporation II (FSIC II), FS Investment Corporation III (FSIC III),
FS Investment Corporation IV (FSIC IV) and Corporate Capital Trust II (CCT II). The combined entity, which is named "FS KKR Capital Corp. II" (FSK II), becomes the second largest BDC with over $9.5 billion in assets and, as of
September 30, 2019, 210 portfolio companies across 21 industries.
"As we explained in June when we announced our intention to merge these BDCs,
we believe the scale, diversification, operating efficiencies and capital structure flexibility of the combined entity will drive shareholder value", said Michael Forman, Chairman and CEO of FSK II. "The mergers also represent a major
milestone in our plan to list FSK II in 2020".
The mergers are also expected to reduce annual operating expenses through the elimination of
duplicative legal, administrative, printing and other expenses.
Based on the merger exchange ratios, FSIC III, FSIC IV and CCT II shareholders will
receive 0.9804, 1.3634 and 1.1319 FSK II shares, respectively, for each share of FSIC III, FSIC IV and CCT II held. These exchange ratios were determined based on the closing net asset value (NAV) per share of $7.36, $7.22, $10.03 and $8.33 for FSIC
II, FSIC III, FSIC IV and CCT II, respectively, as of December 16, 2019, and ensure that the NAV of shares investors will own in FSK II will be equal to the NAV of the shares they held in each fund.
The company intends to list its common stock on the New York Stock Exchange during 2020, subject to market conditions and board approval. Prior to the
listing, FSK II intends to issue 5.50% perpetual preferred shares equivalent to approximately 20% of FSK II's NAV, pro rata to all holders of FSK II common stock, subject to final board approval. FSK II's board of directors anticipates
paying distributions on the company's common stock on a quarterly basis, with the first distribution expected to be declared in March 2020 and paid in early April 2020.
The mergers announced pursuant to this press release do not impact FS KKR Capital Corp. (NYSE: FSK), which also is advised by FS/KKR and trades on the New
York Stock Exchange.
About FS/KKR Capital Corp. II
FSK II is a
non-traded
BDC focused on providing customized credit solutions to private middle market U.S. companies.
FSK II seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSK II is advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR is a partnership
between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $17 billion in assets under management as of September 30, 2019. The BDCs managed by FS/KKR are FS KKR Capital Corp. and FS KKR Capital
Corp. II.
FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design
better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices
in New York, NY, Orlando, FL and Washington, DC. Visit www.fsinvestments.com to learn more.
KKR Credit is a subsidiary of KKR & Co. Inc., a
leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive
investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital
it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information
about KKR & Co. Inc. (NYSE: KKR), please visit KKR's website at www.kkr.com and on Twitter @KKR_Co.
Contact Information
Institutional Investors
Robert Paun
robert.paun@fsinvestments.com
917-338-5074
Financial Advisors and Retail Investors
877-628-8575
Media (FS Investments)
Mollie Applegate
media@fsinvestments.com
215-220-6116
Media (KKR)
Kristi Huller or Cara Kleiman Major
media@kkr.com
212-750-8300

text: FS/KKR

text: FS/KKR Advisor, LLC

text: FS/KKR

text: FS Investments

text:
KKR
Credit Advisors (US) LLC

text: FS Investment Corporation II

text: FS Investment Corporation III

text: FS Investment Corporation IV

text: Corporate Capital Trust II

text: FS KKR Capital Corp. II

text: FSK II

text: Michael Forman

text: FSK II

text: FSK II

text: FSK II

text: FSK II

text: FSK II

text: FSK II

text: FSK II

text: FSK II

text: FS KKR Capital Corp.

text: FS/KKR

text: FSK II

text: FSK II

text: FSK II

text: FS/KKR Advisor, LLC

text: FS/KKR Advisor, LLC

text: FS/KKR

text: FS Investments

text: KKR Credit

text: FS/KKR

text: FS KKR Capital Corp.

text:
FS KKR Capital
Corp. II

text: FS Investments

text: FS Investments

text: KKR Credit

text: KKR & Co. Inc.

text: KKR & Co. Inc.

text: FS Investments


text:
EX-99.1
3
dex991.htm
PRESS RELEASE
PRESS RELEASE
Exhibit 99.1
For More Information Contact
Investor Relations
Media Inquires
Debbie Laudermilk
Aaron De Lucia
SigmaTel Investor Relations
Senior PR Manager
+1 512.381.3931
+1 512.381-3994
investor.relations@sigmatel.com
Press@sigmatel.com
SIGMATEL ACQUIRES
OASIS SEMICONDUCTOR
Leading Provider of
Digital Multimedia Solutions Acquires Mixed Signal IC Provider for the
Multi-Function Printer Market
AUSTIN, Texas (September 6, 2005) - SigmaTel, Inc. (NASDAQ: SGTL), a
global leader in analog intensive, mixed-signal integrated circuits for the digital multimedia consumer electronics and computing markets, has acquired Oasis Semiconductor, Inc., a privately held fabless designer of semiconductor solutions for the
Multi-function Printer (MFP) market, also known as the All-In-One (AIO) peripherals market. In connection with the acquisition, SigmaTel paid $57 million in cash to the former stockholders of Oasis and has agreed to make an additional payment of up
to $25 million pursuant to the terms of an earn-out provision based on the achievement by the Oasis business of certain calendar-year 2006 revenue milestones. The acquisition of Oasis allows SigmaTel to extend its market presence and mixed-signal
integrated circuit expertise beyond digital audio and video to include a comprehensive suite of MFP system controller solutions. Oasis Semiconductor's products provide the core system control that enables printer, photo-printer, copier, scanner
and fax machine functionality on a single device.
"Expanding
SigmaTel's product offerings and entering new markets by acquiring complementary technology is a critical component of the company's ability to remain one of the industry's leading and most dynamic developers of mixed signal
semiconductor solutions", said Ron Edgerton, president and CEO of SigmaTel. "The Oasis acquisition marks SigmaTel's entry into the MFP market and opens new imaging market opportunities and helps ensure we continue on our successful
growth path".
Oasis Semiconductor's technology optimizes the
capture, processing, display and distribution of still image documents and photographs in MFP and associated products. An Oasis SoC can capture an image from a scanner or digital camera, transmit the image over USB, Wi-Fi or Ethernet and print the
image with photographic clarity via an inkjet or laser print engine taking advantage of the company's expertise in color science, image processing, motor control and communications standards.
Similar to SigmaTel, Oasis utilizes the flexibility and efficiency of hardware, software, and
development tools to deliver mixed signal, multi-function and high performance solutions to the MFP market. The acquisition places a strategic emphasis on the ability of SigmaTel to leverage the combined design expertise to give it a leadership role
in the fast-growing MFP market. The combination of the Oasis product line and SigmaTel's mixed-signal design and power management capabilities will allow the company to increase integration of the main system controller, lowering overall system
cost for manufacturers.
-more-
SigmaTel Acquires Oasis Semiconductor
Page 2 of 3
"Consumers and firms
of all sizes are seeing the benefits of consolidating print, scan, fax, and copy functions into one convenient device, placing the MFP segment among the fastest-growing of the hardcopy peripheral market", said Keith Kmetz, Director of
IDC's Hardcopy Peripherals Solutions and Services. The worldwide MFP market is expected to grow from 44.26 million units in 2004 to 78.41 million units in 2008, representing a 15.4% CAGR over this time. Based on market research and trends,
SigmaTel believes the merchant silicon portion of MFP market could grow faster than the overall market with printer companies increasing the outsourcing of silicon design.
Oasis Semiconductor is based in Waltham, MA, with an office in Yokohama. In 2004, Oasis was named the Second Fastest-Growing Technology
Company in the Deloitte New England Technology Fast 50. Currently, Oasis Semiconductor's solutions can be found in products from brands including Canon, Sagem and Sharp.
SigmaTel paid $57 million in cash in exchange for all outstanding shares of capital stock of Oasis. A portion of the initial cash
consideration has been placed into escrow pursuant to the terms of the acquisition agreement. In addition, if certain revenue targets are met by Oasis during calendar year 2006, up to an additional $25 million in cash could be paid as part of an
earn-out provision. All unvested employee stock options of Oasis have been assumed by SigmaTel entitling the holders to receive up to approximately 240,000 shares of SigmaTel common stock upon full vesting. SigmaTel expects to record a one-time
charge for purchased in-process R&D expenses related to the acquisition during the current quarter. The amount of this charge has not yet been determined.
SigmaTel will discuss additional specifics about this acquisition and updates to its guidance in a conference call to be held today, September 6, 2005, beginning at
3:30 P.M. Central Time. This call will be simulcast via SigmaTel's website at www.sigmatel.com/investor.relations. Replays of the call will be available at this web address and via telephone at 800-633-8284 (U.S.) and 402-977-9140
(international) by entering reservation number 21260388. These replays will be available through October 6, 2005. The corporate presentation on SigmaTel's website will be updated with this information.
Merrill Lynch acted as exclusive financial advisor to SigmaTel on the acquisition.
For more information about Oasis Semiconductor, please visit
www.oasissemi.com
. For more information on SigmaTel, please visit
www.sigmatel.com
.
About SigmaTel:
SigmaTel, Inc. a
fabless semiconductor company headquartered in Austin, Texas, designs, develops, and markets proprietary, analog intensive, mixed-signal ICs for a variety of products in the consumer electronics and computing markets, including portable compressed
audio players, such as MP3 players, notebook and desktop PCs, digital video cameras, multi-functional peripheral products, digital televisions, and set-top boxes. SigmaTel provides complete, system-level solutions that include highly-integrated ICs,
customizable firmware and software, software development tools, reference designs, and applications support. The Company's focus is on providing system-level solutions that enable customers to rapidly introduce and offer electronic products
that are small, light-weight, power-efficient, reliable, and cost-effective. SigmaTel is ISO 9001:2000 certified and is committed to providing customers with high performance, quality products along with superior customer service.
-more-
SigmaTel Acquires Oasis Semiconductor
Page 3 of 3
Cautionary Language:
This press release contains forward-looking statements based on current
SigmaTel expectations. The words "expect", "will", "should", "would", "anticipate", "project", "outlook", "believe", "intend", and similar phrases as they
relate to SigmaTel or future events are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of SigmaTel, but are subject to various risks and uncertainties that could cause
actual results to differ materially from expectations. A number of important factors could cause actual results to differ materially from those in the forward-looking statements, and there will be events in the future that SigmaTel is not able to
accurately predict or control. For a discussion of factors that could impact SigmaTel's financial results and cause actual results to differ materially from those in the forward-looking statements, please refer to recent SigmaTel filings with
the SEC, particularly the Form 10-K that was filed on February 8, 2005 and the Form 10-Qs filed on April 19, 2005 and August 9, 2005.
SigmaTel is a registered trademark of SigmaTel, Inc. All other products and brand names as they appear in this release are trademarks or registered trademarks of their
respective holders. All specifications may be changed without notice.
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text: SigmaTel, Inc.