text:
EX-99.1
2
exhibit99-1.htm
READY
CAPITAL AND OWENS REALTY MORTGAGE ANNOUNCE COMPLETION OF MERGER
New York, New York, March 29, 2019 / PRNewswire / - Ready Capital Corporation (NYSE: RC) ("Ready Capital") and Owens Realty Mortgage, Inc.
(NYSE American: ORM) ("ORM") jointly announced today that they have completed the previously announced merger pursuant to the terms of the Agreement and Plan of Merger, dated as of November 7, 2018, by and among Ready Capital, ORM and ReadyCap
Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital (the "Merger Agreement"). As of this morning, ORM ceased to be publicly traded and its common stock was suspended from trading on the NYSE
American. The combined company will conduct business under the name "Ready Capital Corporation" and will continue to trade on the New York Stock Exchange under the ticker symbol "RC".
Each outstanding share of common stock, par value $0.01 per share, of ORM ("ORM Common Stock") (other than shares held by Ready Capital or
Merger Sub or by any wholly owned subsidiary of Ready Capital, Merger Sub or ORM, which were automatically cancelled and retired and ceased to exist) was converted into the right to receive from Ready Capital 1.441 newly issued shares of common
stock, par value $0.0001 per share, of Ready Capital (the "Ready Capital Common Stock"). No fractional shares of Ready Capital Common Stock were issued in the merger, and the value of any fractional interests to which a former holder of ORM Common
Stock is otherwise entitled will be paid in cash.
In addition, pursuant to the Merger Agreement, the size of Ready Capital's board of directors was increased from six to seven members upon the
closing of the merger, and Gilbert E. Nathan, an independent director of ORM, was appointed to Ready Capital's board of directors.
"With today's closing, we reach another important milestone toward our vision of building a full-service platform with scale. The growing
breadth of the combined businesses will continue to allow us to effectively deploy capital across attractive asset classes and economic cycles. This investment approach, which emphasizes return consistency and downside protection, will provide all
our shareholders with the most attractive risk-adjusted returns over the long-term", stated Thomas Capasse, Chairman and Chief Executive Officer.
Safe Harbor Statement
This press release contains statements that constitute "forward-looking statements", as such term is defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on current expectations and beliefs of
Ready Capital and ORM and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; neither Ready Capital nor ORM can give any assurance that its
expectations will be attained.
Factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, the effect of
the merger on Ready Capital's operating results and businesses generally; the outcome of any legal proceedings relating to the merger; changes in future loan acquisition and production; the ability to retain key personnel; availability of suitable
investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for small balance
commercial loans and other investments; and other factors, including those set forth in the Risk Factors section of Ready Capital's most recent Annual Report on Form 10-K filed with the SEC, those set forth in the Risk Factors section of ORM's most
recent Annual Report on Form 10-K filed with the SEC, those set forth in the Risk Factors section in the definitive joint proxy statement/prospectus relating to the merger filed with the SEC on February 15, 2019, and other reports filed by Ready
Capital or ORM with the SEC, copies of which are available on the SEC's website,
www.sec.gov
. Neither Ready Capital nor ORM undertakes any obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
-1-
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services small-
to medium-sized balance commercial loans. Ready Capital specializes in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as SBA 7(a) business loans. Headquartered in New York, New York, Ready Capital
employs over 400 lending professionals nationwide. Ready Capital is externally managed and advised by Waterfall Asset Management, LLC.
About Owens Realty Mortgage, Inc.
Owens Realty Mortgage, Inc., a Maryland corporation, is a specialty finance mortgage company organized to qualify as a real estate investment
trust ("REIT") that focuses on the origination, investment, and management of commercial real estate mortgage loans. ORM provides customized, short-term acquisition and transition capital to small balance and middle-market investors that require
speed and flexibility. ORM's primary objective is to provide investors with attractive current income and long-term shareholder value. Owens Realty Mortgage, Inc. is headquartered in Walnut Creek, California, and is externally managed and advised
by Owens Financial Group, Inc.
Advisors
Keefe, Bruyette & Woods, Inc. acted as financial advisor and Clifford Chance US LLP acted as legal advisor to Ready Capital. Barclays
Capital Inc. acted as financial advisor and Vinson & Elkins LLP acted as legal advisor to ORM.
Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
-2-

text:
READY
CAPITAL

text: OWENS REALTY MORTGAGE

text: Ready Capital Corporation

text: Ready Capital

text: Owens Realty Mortgage, Inc.

text: ORM

text: ORM

text: Ready Capital

text: ORM

text:
ReadyCap
Merger Sub, LLC

text: Ready Capital

text: ORM

text: Ready Capital Corporation

text: ORM

text: ORM

text: Ready Capital

text: Ready Capital

text: ORM

text: Ready Capital

text: Ready Capital

text: Ready Capital

text: Ready Capital

text: ORM

text: Ready Capital

text: ORM

text: Ready Capital

text: Thomas Capasse

text: Ready Capital

text: ORM

text: Ready Capital

text: ORM

text: Ready Capital

text: Ready Capital

text: ORM

text:
Ready
Capital

text: ORM

text: Ready Capital

text: ORM

text: Ready Capital Corporation

text: Ready Capital Corporation

text: Ready Capital

text: Ready Capital

text: Ready Capital

text: Waterfall Asset Management, LLC

text: Owens Realty Mortgage, Inc.

text: Owens Realty Mortgage, Inc.

text: ORM

text: ORM

text: Owens Realty Mortgage, Inc.

text: Owens Financial Group, Inc.

text: Keefe, Bruyette & Woods, Inc.

text: Clifford Chance US LLP

text: Ready Capital

text:
Barclays
Capital Inc.

text: Vinson & Elkins LLP

text: ORM

text: Ready Capital Corporation


dataset: buster

text:
EX-99.1
7
a14-5046_1ex99d1.htm
EX-99.1
EXHIBIT 99.1
STARWOOD PROPERTY TRUST ANNOUNCES COMPLETION OF SPIN-OFF OF STARWOOD WAYPOINT RESIDENTIAL TRUST
- Leading Single-Family Rental Company With Vertically Integrated Platform -
- Focused on Investing in Single-Family Rentals and Non-Performing Loans -
- Positioned for Growth With Unlevered Balance Sheet, $100 Million of Cash and Anticipated $500 Million Undrawn Credit Facility -
- Listed on the New York Stock Exchange under Ticker "SWAY" -
Oakland, California (February 3, 2014) - Starwood Waypoint Residential Trust (NYSE: SWAY), a leading single-family rental real estate investment trust (REIT) announced that its common shares will begin regular trading today on the New York Stock Exchange under the ticker symbol "SWAY" following its spinoff from Starwood Property Trust, Inc. (NYSE: STWD). The spinoff transaction comprised a one-for-five distribution of Starwood Waypoint shares to stockholders of record of Starwood Property Trust on January 24, 2014. It is anticipated that Starwood Property Trust will continue to pay a quarterly dividend of $0.46 per share when it announces its 2013 year-end earnings.
"As a result of this spinoff, Starwood Property Trust stockholders are able to maintain their ownership in the premier commercial lending platform in the United States, and at the same time, participate in this newly combined company, Starwood Waypoint Residential Trust. SWAY is a veteran operator and manager of this emerging institutional asset class which is focused on capitalizing on the recovery of the largest real estate asset class in the United States, the single-family home market", said Barry Sternlicht, Chairman and Chief Executive Officer of Starwood Property Trust who will now also serve as chairman of Starwood Waypoint Residential Trust. "We believe Starwood Waypoint is perfectly positioned to capture the compelling investment opportunities in both single-family rental homes and non-performing residential loans. By leveraging Starwood Capital Group's sourcing and management expertise along with Waypoint's proven best in class operating abilities, we expect to balance our current yield requirements against longer term home appreciation potential to achieve very attractive returns on equity capital. Starwood Capital Group acquired more than 6,700 homes and non-performing loans on behalf of STWD stockholders with a geographic focus on Florida and Texas. We were very excited to combine with the established Waypoint team who have acquired, renovated and leased more than 8,000 homes since 2009. Starwood Capital Group's extensive real estate market knowledge and disciplined capital markets expertise combined with Waypoint's exceptional vertically integrated operating model perfectly position Starwood Waypoint to become a leading and differentiated company in the REIT landscape".
"We are excited to complete the successful launch of Starwood Waypoint Residential Trust as a publicly traded REIT", said Gary Beasley, Co-Chief Executive Officer of Starwood Waypoint Residential Trust. "As one of the nation's largest acquirers, owners and operators of well-located, single-family homes and attractive non-performing loan portfolios, we are extremely well positioned to continue to expand our business as a stand-alone entity".
Added Starwood Waypoint Residential Trust Co-Chief Executive Officer Doug Brien, "The combination of our experienced management team, disciplined acquisition strategy, technology-driven operational expertise, and strong balance sheet, creates a best in class platform. With this foundation, we expect to generate attractive risk-adjusted returns and increase shareholder value as we continue to opportunistically pursue our growth strategies and enhance our brand. Starwood Waypoint will have the exclusive use of Waypoint's proprietary technology platform, Compass which has been developed over five years and serves as the backbone of our entire workflow process".
The merger between Waypoint Homes and a subsidiary of Starwood Capital Group positions Starwood Waypoint Residential Trust to continue to establish a platform dedicated to investing in single-family rental homes and non-performing loans. Waypoint Homes was founded in 2009 and quickly matured into a sector pioneer, with a long-term focus on creating a superior brand in top markets across the United States. The combination of the two companies brings together Waypoint Homes' superior operating platform with Starwood Capital Group's expertise as a real estate financial sponsor to create a vertically-integrated leader in the single-family rental industry. Today, more than 550 employees nationwide are focused on managing Starwood Waypoint Residential Trust's growing portfolio of approximately 6,800 homes and non-performing loans.
About Starwood Waypoint Residential Trust
Starwood Waypoint Residential Trust is a REIT that acquires, renovates, leases, maintains and manages single-family homes. Starwood Waypoint Residential Trust is Reinventing Renting™ by building a leading, nationally recognized brand that is based on a foundation of respect for its residents and the communities in which it operates. Starwood Waypoint Residential Trust invests in non-performing loans to supplement its growth.
About Starwood Property Trust
Starwood Property Trust is focused on originating, investing in, financing and managing commercial mortgage loans and other commercial real estate debt investments, commercial mortgage-backed securities, and other commercial real estate-related debt investments. Starwood Property Trust, through its 2013 acquisition of LNR Property LLC, now also operates as special servicer in the United States and a primary and special servicer in Europe and has expanded its product offering to include fixed rate conduit loans. Starwood Property Trust also invests in residential mortgage-backed securities and residential real estate owned, and may invest in non-performing loans, commercial properties subject to net leases and residential mortgage loans. Starwood Property Trust is externally managed and advised by SPT Management, LLC, an affiliate of Starwood Capital Group, and has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes.
About Starwood Capital Group
Starwood Capital Group is a private, U.S.-based investment firm with a core focus on global real estate. Since the group's inception in 1991, the firm has raised over $20 billion of equity capital and, through its various funds, has invested $18 billion representing over $41 billion in assets. Starwood Capital Group currently has $32 billion of assets under management. Starwood Capital Group maintains offices in Greenwich, Atlanta, San Francisco, Washington, D.C., Los Angeles, Chicago and Miami, and affiliated offices in London, Luxembourg, Paris and Sao Paulo. Starwood Capital Group has invested in nearly every class of real estate on a global basis, including office, retail, residential, senior housing, golf, hotels, resorts and industrial assets. Starwood Capital Group and its affiliates have successfully executed an investment strategy that includes building enterprises around core real estate portfolios in both the private and public markets. Additional information about Starwood Capital can be found at www.starwoodcapital.com.
Investor Relations
Phone: 510-987-8308
Email: IR@waypointhomes.com
Media Relations
Phil Denning or Jason Chudoba
ICR, Inc.
Phone: 203-682-8200
Jason.chudoba@icrinc.com, Phil.denning@icrinc.com

label: organization

text: STARWOOD PROPERTY TRUST

text: STARWOOD WAYPOINT RESIDENTIAL TRUST

text: Starwood Waypoint Residential Trust

text: Starwood Property Trust, Inc.

text: Starwood Property Trust

text: Starwood Property Trust

text: Starwood Property Trust

text: Starwood Waypoint Residential Trust

label: person

text: Barry Sternlicht

text: Starwood Property Trust

text: Starwood Waypoint Residential Trust

label: fund

text: Starwood Capital Group

override: fund

text: Starwood Capital Group

text: Starwood Capital Group

text: Starwood Waypoint Residential Trust

text: Starwood Waypoint Residential Trust

text: Starwood Waypoint Residential Trust

text: Starwood Capital Group

text: Starwood Waypoint Residential Trust

text: Starwood Capital Group

text: Starwood Waypoint Residential Trust

text: Starwood Waypoint Residential Trust

text: Starwood Waypoint Residential Trust

text: Starwood Waypoint Residential Trust

text: Starwood Waypoint Residential Trust

text: Starwood Property Trust

text: Starwood Property Trust

text: Starwood Property Trust

text: Starwood Property Trust

text: Starwood Property Trust

text: SPT Management, LLC

text: Starwood Capital Group

text: Starwood Capital Group

text: Starwood Capital Group

text: Starwood Capital Group

text: Starwood Capital Group

text: Starwood Capital Group

text: Starwood Capital Group

source_dataset: expertai/BUSTER

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


text:
EX-99.1
6
a10-8674_14ex99d1.htm
EX-99.1
Exhibit 99.1
News Release
Investor Contacts:
KCSA Strategic Communications
Jeffrey Goldberger / Philip Carlson
+1 212.896.1249 / +1 212.896.1233
jgoldberger@kcsa.com /
pcarlson@kcsa.com
RHINO RESOURCE PARTNERS LP
PRICES
INITIAL PUBLIC OFFERING OF COMMON UNITS
LEXINGTON,
KY (September 29, 2010)
- Rhino Resource Partners
LP ("Rhino") today announced the pricing of its initial public offering of
3,244,000 common units at $20.50 per unit. The common units will commence
trading on the New York Stock Exchange on September 30, 2010, under the
ticker symbol "RNO." The offering is
expected to close on or about October 5, 2010. Rhino intends to use the
net proceeds that it will receive to repay outstanding indebtedness under its
credit facility. The underwriters have been granted a 30-day option to purchase
up to 486,600 common units at the initial public offering price, to cover
over-allotments, if any.
Upon
consummation of the offering, the public will own 3,244,000 common units
(3,730,600 common units if the underwriters exercise their option to purchase
additional common units in full).
Rhino's general partner and an affiliate of Wexford Capital LP will own
the remaining equity interests in Rhino.
Raymond
James & Associates, Inc. acted as the book-running manager for
the offering. RBC Capital Markets and Stifel, Nicolaus & Company, Incorporated
acted as co-managers for the offering.
The
offering of these securities is being made only by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933,
copies of which, when available, may be obtained from the offices of:
Raymond
James & Associates, Inc.
880
Carillon Parkway
St.
Petersburg, Florida 33716
1-800-248-8863
A
registration statement relating to these securities has been filed with, and
declared effective by, the U.S. Securities and Exchange Commission. This press
release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities described above in any state
or other jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or other jurisdiction.
About
Rhino Resource Partners LP
Rhino
is a growth-oriented limited partnership formed to control and operate steam
and metallurgical coal properties and related assets in Central Appalachia,
Northern Appalachia, the Illinois Basin and the Western Bituminous region.
Forward
Looking Statements
This
press release may include forward-looking statements. These statements can be identified by the use
of forward-looking terminology including "will", "may", "believe,"
"anticipate", "estimate", "continue", or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition, or
state other "forward-looking" information.
These forward-looking statements involve risks and uncertainties. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in Rhino's prospectus and SEC filings. Rhino undertakes no obligation and does not
intend to update these forward-looking statements to reflect events or circumstances
occurring after this press release.
You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release.
# # #

text: RHINO RESOURCE PARTNERS LP

override: organization

text:
Rhino Resource Partners
LP

text:
Raymond
James & Associates, Inc.

text:
Raymond
James & Associates, Inc.

text: Rhino Resource Partners LP


text:
EX-99
2
ex99b.htm
Exhibit 99(b)
News Release
CACI International Inc
-
1100 North Glebe Road
-
Arlington Virginia 22201
CACI Completes Acquisition of
Dragon Development Corporation
Expands CACI's Services and Solutions for Intelligence Community
Arlington, Va., November 1, 2007 - CACI International Inc (NYSE: CAI) announced today that it has completed its transaction to acquire Dragon Development Corporation (DDC). DDC provides professional, technical, and engineering services to the Intelligence Community.
Headquartered in Columbia, Maryland, DDC has more than 75 employees, virtually all of whom hold high-level Top Secret clearances. DDC's core business areas are in systems and software engineering; operations research and systems analysis; advanced research and development support; and program, business, and acquisition management. DDC expects to exceed $32 million in revenue for calendar year 2007.
According to CACI President of U.S. Operations Bill Fairl, "The acquisition of Dragon Development Corporation expands CACI's capabilities as a leading solutions-provider to clients in the Intelligence Community. DDC's professional, technical, and engineering services nicely complement CACI's information technology and professional services solutions to provide additional new ways we can help our clients carry out their critical missions".
Paul Cofoni, CACI President and Chief Executive Officer, stated, "We look forward to welcoming the talented individuals from Dragon Development Corporation. DDC is a good match with our client-centered culture of quality and excellence, and our dedication to our nation's most important missions in defeating terrorism. We intend to continue DDC's rapid growth, and DDC's clients will benefit from a seamless transition to Team CACI. With this transaction, CACI continues to execute on our growth plan to expand the valuable capabilities we provide to our clients while enhancing the returns we deliver to our shareholders".
CACI International Inc provides the IT and network solutions needed to prevail in today's new era of national security, intelligence, and e-government. From systems integration and managed network solutions to knowledge management, engineering, simulation, and information assurance, we deliver the IT applications and infrastructures our federal customers use to improve communications and collaboration, secure the integrity of information systems and networks, enhance data collection and analysis, and increase efficiency and mission effectiveness. Our solutions lead the transformation of national security and intelligence, assure homeland security, enhance decision-making, and help government to work smarter, faster, and more responsively. CACI is a member of the Fortune 1000 Largest Companies of 2007 and the Russell 2000 index. CACI provides dynamic careers for approximately 10,700 employees working in over 120 offices in the U.S. and Europe. CACI is the IT provider for a networked world. Visit CACI on the web at www.caci.com.
There are statements made herein which do not address historical facts and, therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following: the ability to successfully integrate DDC's operations; the accretiveness of the DDC transaction to our earnings; regional and national economic conditions in the United States and the United Kingdom, including conditions that result from terrorist activities or war; failure to achieve contract awards in connection with recompetes for present business and/or competition for new business; the risks and uncertainties associated with client interest in and purchases of new products and/or services; continued funding of U.S. Government or other public sector projects in the event of a priority need for funds, such as homeland security, the war on terrorism or rebuilding Iraq; government contract procurement (such as bid protest, small business set asides, etc.) and termination risks; the results of government investigations into allegations of improper actions related to the provision of services in support of U.S. military operations in Iraq; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances); material changes in laws or regulations applicable to our businesses, particularly in connection with (i) government contracts for services, (ii) outsourcing of activities that have been performed by the government, and (iii) competition for task orders under Government Wide Acquisition Contracts ("GWACs") and/or schedule contracts with the General Services Administration; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the company's Securities and Exchange Commission filings.
# # #
For investor information contact:
David Dragics
Senior Vice President, Investor Relations
(703) 841-3710
ddragics@caci.com
For other information contact:
Jody Brown
Executive Vice President, Public Relations
(703) 841-7801
jbrown@caci.com

text: CACI International Inc

text: CACI

text: Dragon Development Corporation

text: CACI

text: CACI International Inc

text: Dragon Development Corporation

text: CACI

text: Dragon Development Corporation

text: CACI

text: CACI

text: CACI

text: Dragon Development Corporation

text: CACI

text: CACI

text: CACI International Inc

text: CACI

text: CACI

text: CACI

text: CACI


text:
EX-99.2
3
exhibit992proformafina.htm
EXHIBIT 99.2
Exhibit
Exhibit 99.2
Summary of Unaudited Pro Forma Financial Information
On October 30, 2019, Kraton Polymers LLC and Kraton Polymers Holdings B.V., each a wholly owned subsidiary of Kraton Corporation (the "Company"), entered into an asset and stock purchase and sale agreement to sell the assets that are primarily used, primarily held for use, or intended to be primarily used in the Company's Cariflex™ business (the "Business") to Daelim Industrial Co, Ltd. ("Daelim") for gross proceeds of $530.0 million in cash. The transaction closed on March 6, 2020.
The transaction constitutes a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the following unaudited financial information has been prepared to reflect the pro forma consolidated statement of operations for the year ended December 31, 2019 and the related pro forma consolidated balance sheet as of December 31, 2019 of the Company, giving effect to the sale of the Business.
The unaudited pro forma consolidated statements of operations for the year ended December 31, 2019 give effect to the sale as if the sale transaction occurred at the beginning of the period presented. The unaudited pro forma consolidated balance sheet as of December 31, 2019 assumes the sale occurred on December 31, 2019. The amount of proceeds presented in the pro forma balance sheet as of December 31, 2019 reflects the estimated net proceeds received upon closing of $530.0 million, adjusted for incremental working capital of $5.8 million, less contractual capital contributions of $25.3 million. The net proceeds do not reflect a customary post-closing working capital adjustment nor the contractual capital contributions post-closing adjustment.
The pro forma information is not necessarily indicative of the financial position or results of operations of future periods or indicative of results that would have actually occurred had the transaction been completed as of the date of, or as of the beginning of the periods presented.
The unaudited pro forma consolidated financial statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and are presented based upon information currently available and certain assumptions the Company believes are reasonable. The unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Form 10-K for the year ended December 31, 2019.
KRATON CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except par value)
December 31, 2019
Kraton Corporation
Pro Forma Adjustments
Pro Forma
ASSETS
Current assets:
Cash and cash equivalents
$
35,033
$
135,816
(a)
$
170,849
Receivables, net of allowances of $434
169,603
-
169,603
Inventories of products
332,457
-
332,457
Inventories of materials and supplies
32,211
-
32,211
Prepaid expense
6,991
-
6,991
Other current assets
22,385
-
22,385
Current assets held for sale
51,356
(51,356
)
(b)
-
Total current assets
650,036
84,460
734,496
Property, plant, and equipment, less accumulated depreciation of $639,197
925,940
-
925,940
Goodwill
772,418
-
772,418
Intangible assets, less accumulated amortization of $285,819
325,877
-
325,877
Investment in unconsolidated joint venture
11,971
-
11,971
Debt issuance costs
-
-
-
Deferred income taxes
8,863
-
8,863
Long-term operating lease assets, net
85,003
-
85,003
Other long-term assets
25,219
-
25,219
Long-term assets held for sale
27,058
(27,058
)
(b)
-
Total assets
$
2,832,385
$
57,402
$
2,889,787
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt
$
53,139
$
-
$
53,139
Accounts payable-trade
168,541
-
168,541
Other payables and accruals
112,645
22,351
(c)
134,996
Due to related party
17,470
-
17,470
Current liabilities held for sale
14,849
(14,849
)
(b)
-
Total current liabilities
366,644
7,502
374,146
Long-term debt, net of current portion
1,311,486
(374,692
)
(a)
936,794
Deferred income taxes
125,240
-
125,240
Long-term operating lease liabilities
66,624
-
66,624
Other long-term liabilities
172,960
158,248
(c)
331,208
Long-term liabilities held for sale
3
(3
)
(b)
-
Total liabilities
2,042,957
(208,945
)
1,834,012
Equity:
Kraton stockholders' equity:
Preferred stock, $0.01 par value; 100,000 shares authorized; none issued
-
-
-
Common stock, $0.01 par value; 500,000 shares authorized; 31,751 shares issued and outstanding at December 31, 2019
318
-
318
Additional paid in capital
392,208
-
392,208
Retained earnings
464,712
266,347
(d)
731,059
Accumulated other comprehensive loss
(105,795
)
-
(105,795
)
Total Kraton stockholders' equity
751,443
266,347
1,017,790
Noncontrolling interest
37,985
-
37,985
Total equity
789,428
266,347
1,055,775
Total liabilities and equity
$
2,832,385
$
57,402
$
2,889,787
Notes to Pro Forma Adjustments
(a)
Reflects net proceeds received upon closing of $510.5 million, less repayments of debt of $374.7 million, which debt repayments include (i) the repayment of the full outstanding balance of $290.0 million under the U.S. dollar denominated tranche of the Company's senior secured term loan facility (the "Term Loan Facility") and (ii) a repayment in the amount of €75.0 million, or approximately $84.7 million during March 2020, of borrowings under the Euro dollar denominated tranche of the Term Loan Facility. We may use the remaining proceeds in accordance with the terms of the Term Loan Facility to make additional repayments of debt, invest in strategic assets of the Company, and pay transaction costs.
(b)
Reflects the disposition of the assets and liabilities of the Cariflex business (see Assets Held for Sale schedule below).
(c)
Reflects the deferred gain on a long term supply agreement ("LTSA") entered into as part of the transaction. We entered into this agreement pursuant to the asset and stock purchase and sale agreement in conjunction with the closing of the transaction, pursuant to which we will supply certain inventory to Daelim for a period of five years, with an optional extension for an additional five years, following the date of closing.
(d)
Reflects the preliminary gain on sale of approximately $266.3 million.
Assets Held for Sale
December 31, 2019
(In thousands)
ASSETS
Receivables, net of allowances of $51
$
20,397
Inventories of products, net
27,030
Inventories of materials and supplies, net
965
Prepaid expenses
1,913
Other current assets
1,051
Property, plant, and equipment, less accumulated depreciation of $27,146
26,891
Other long-term assets
93
Long-term operating lease assets, net
74
Total assets
$
78,414
LIABILITIES
Accounts payable-trade
$
9,180
Other payables and accruals
5,669
Long-term operating lease liabilities
3
Total liabilities
$
14,852
Net assets
$
63,562
KRATON CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share data)
Years Ended December 31, 2019
Kraton Corporation
Pro Forma Adjustments
Pro Forma
Revenue
$
1,804,436
$
(151,948
)
(a)
$
1,652,488
Cost of goods sold
1,390,007
(118,552
)
(a)
1,271,455
Gross profit
414,429
(33,396
)
381,033
Operating expenses:
Research and development
41,073
(2,578
)
(a)
38,495
Selling, general, and administrative
149,800
(2,409
)
(a)
147,391
Depreciation and amortization
136,171
(2,601
)
(a)
133,570
Gain on insurance proceeds
(32,850
)
-
(32,850
)
Loss on disposal of fixed assets
773
-
773
Operating income
119,462
(25,808
)
93,654
Other income
3,339
-
3,339
Loss on extinguishment of debt
(3,521
)
-
(3,521
)
Earnings of unconsolidated joint venture
506
-
506
Interest expense, net
(75,782
)
14,741
(b)
(61,041
)
Income before income taxes
44,004
(11,067
)
32,937
Income tax benefit
11,813
2,324
(c)
14,137
Consolidated net income
55,817
(8,743
)
47,074
Net income attributable to noncontrolling interest
(4,512
)
-
(4,512
)
Net income attributable to Kraton
$
51,305
$
(8,743
)
$
42,562
Earnings per common share:
Basic
$
1.61
$
(0.27
)
$
1.34
Diluted
$
1.60
$
(0.27
)
$
1.33
Weighted average common shares outstanding:
Basic
31,581
31,581
31,581
Diluted
31,881
31,881
31,881
Notes to Pro Forma Adjustments
(a)
Reflects sales, cost of goods sold, and deferred income under the LTSA and the disposition of the Cariflex business as a result of the sale transaction.
Revenue
Cost of Goods Sold
Kraton Corporation
$
1,804,436
Kraton Corporation
$
1,390,007
LTSA contract
34,318
LTSA contract
11,967
Cariflex
(186,266
)
Cariflex
(130,519
)
Pro Forma
$
1,652,488
Pro Forma
$
1,271,455
(b)
Reflects the repayments of debt on our Term Loan Facility and the resulting impact to interest expense on an annualized basis.
(c)
Reflects the income tax expense recorded at the U.S. statutory rate of 21.0% related to the operations of the Business that were disposed of as a result of the sale transaction.
The above proforma statement of operations does not reflect the one time gain on sale of approximately $266.3 million and loss on extinguishment of debt of $13.0 million (related to the Term Loan Facility repayments), as these are one time non-recurring charges.

text: Kraton Polymers LLC

text: Kraton Polymers Holdings B.V.

text: Kraton Corporation

text: Daelim Industrial Co, Ltd.

text: KRATON CORPORATION

text: Kraton Corporation

text: KRATON CORPORATION

text: Kraton Corporation

text: Kraton Corporation

text: Kraton Corporation


text:
EX-99.1
3
ex99-1.htm
Exhibit 99.1
Blink
Charging Acquires Blue Corner, Expanding European EV Charging Footprint
-
Acquisition adds 7,071 charging ports to Blink's portfolio across four countries in Western Europe
Miami
Beach, FL - May 11, 2021
- Blink Charging Co. (Nasdaq: BLNK, BLNKW) ("Blink" or the "Company"),
a leading owner, operator, and provider of electric vehicle (EV) charging equipment and services, today announced that it acquired
the European EV charging operator Blue Corner N.V., based in Antwerp, Belgium, and its portfolio of 7,071 charging ports and a
robust European charging network. The acquisition was made with a combination of cash and stock of up to €21 million (or
approximately $25 million) and gives Blink complete operational control of Blue Corner and its EV charging assets. The acquisition
is part of Blink's broader strategic international expansion plans and provides the Company a significant infrastructure
footprint in the region. Blue Corner chargers are located across Belgium, Luxembourg, the Netherlands, and France.
Blink's
European expansion allows the Company to capitalize on the robust European EV industry immediately. "EVs enjoy a much higher
market share in Europe. This brings increased utilization for EV charging stations. In addition, the historically higher price
of fuel makes driving an EV a stronger value proposition for drivers", stated Blink Founder and Chief Executive Officer Michael
D. Farkas.
The
European EV market is growing faster than the United States. Sales of plug-in electric vehicles in Europe rose 137% to 1.4 million
vehicles last year, whereas U.S. sales rose 4% to 328,000, according to ev-volumes.com. The surge in
EV
adoption will increase demand for EV charging infrastructure.
In addition, European regulations are further accelerating
widespread EV adoption regulatory support for zero-emission vehicles.
"We
are very excited about this acquisition and the opportunity it provides Blink to have a significant presence in Europe quickly.
As a key contributor to the expanding EV landscape, we are continuously looking for opportunities to strategically increase our
global assets while also making EV charging more accessible. International expansion is fundamental to our rapid growth and will
accelerate the success we are already achieving in the region", stated Farkas. "Our aggressive international strategy
complements a series of significant domestic wins and new contracts that have exponentially expanded our network in the US".
"Blue
Corner's mission is to build a sustainable society and be ready for tomorrow's driver. Since Blink shares this philosophy, it
was a logical step to join forces. I am convinced that Blue Corner, as part of Blink Charging, can acquire a strong market presence
throughout Europe. This acquisition allows us to significantly strengthen both our financial and organizational structure,"
shared Peter Buyckx, Managing Director of Blue Corner.
To
facilitate Blink's European expansion, the Company also announced the formation of Blink Holdings B.V., a new Dutch company
in Amsterdam, which will drive the growth of Blink's European presence. The existing Blue Corner operations, management
team, and personnel will remain unchanged following the acquisition.
Blink
formally entered the European market in September 2019 with Blink Charging Hellas, a joint venture between Blink Charging Co.
and Eunice Energy Group. The partnership began with the first
deployment of Blink electric vehicle charging stations in Greece as part of the green energy electrification of the Rio-Antirrio
"Charilaos Trikoupis" Bridge. Significant subsequent announcements have been
made, including a partnership of Blink Charging Hellas and Nissan Nik. I. Theocharakis S.A and the purchase of 45 dual-port Blink
charging stations by Public Power Company (PPC S.A.) for deployment across Greece. This tender by PPC S.A. was the first following
the utility's public announcement to enter into the Greek EV charging market with 10,000 charging stations. Also, in September
2019, Blink announced its first deployments of EV charging stations in Israel through its wholly-owned subsidiary Blink Charging
Ltd.
###
ABOUT
BLINK CHARGING
Blink
Charging Co. (Nasdaq: BLNK, BLNKW) is a leader in electric vehicle (EV) charging equipment and has deployed over 23,000 charging
stations, many of which are networked EV charging stations, enabling EV drivers to easily charge at any of the Company's
charging locations worldwide. Blink Charging's principal line of products and services include its Blink EV charging network
("Blink Network"), EV charging equipment, and EV charging services. The Blink Network uses proprietary, cloud-based
software that operates, maintains, and tracks the EV charging stations connected to the network and the associated charging data.
With global EV purchases forecasted to rise to 10 million by 2025 from approximately 2 million in 2019, the Company has established
key strategic partnerships for rolling out adoption across numerous location types, including parking facilities, multifamily
residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers,
hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets,
and transportation hubs. For more information, please visit
https://www.blinkcharging.com/
.
ABOUT
BLUE CORNER
Blue
Corner started in 2011 as one of the pioneers of charging points for electric vehicles. Based on its sustainable mission, the
supplier and manager of EV charging facilities wants to make electric driving easy and accessible for everyone. Blue Corner focuses
on smart and comprehensive 360° solutions with subscriptions for professionals, the general public and partners. Its rapidly
growing network has over 7,000 charging points spread across Belgium, the Netherlands, Luxembourg and France. Blue Corner's public
charging card makes a total of 250,000 charging points accessible in the rest of Europe. The company has 30 employees and is headquartered
in Antwerp.
www.bluecorner.be
Forward-Looking
Statements
This
press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, along with terms such as "anticipate,"
"expect", "intend", "may", "will", "should", and other comparable
terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future.
Those statements include statements regarding the intent, belief, or current expectations of Blink Charging and members of its
management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, including risks attendant to making acquisitions,
especially in other countries, as a result of integration of acquired assets and personnel and managing growth in new markets
and those described in Blink Charging's periodic reports filed with the SEC, and that actual results may differ materially
from those contemplated by such forward-looking statements. Except as required by federal securities law, Blink Charging undertakes
no obligation to update or revise forward-looking statements to reflect changed conditions.
Sources
How
Europe Became the World's Biggest Electric-Car Market - and Why it Might Not Last. February 28, 2021.
https://www.wsj.com/articles/how-europe-became-the-worlds-biggest-electric-car-marketand-why-it-might-not-last-11614508200
Europe overtakes
China in EV sales growth in 2020. January 20, 2021.
https://www.spglobal.com/platts/en/market-insights/latest-news/coal/012021-europe-overtakes-china-in-ev-sales-growth-in-2020
EU
told 1 million public EV charging stations needed by 2024. February 11, 2021.
https://www.reuters.com/article/us-europe-autos-electric/eu-told-1-million-public-ev-charging-stations-needed-by-2024-idUSKBN2AB0UG
Blink
Media Contact
PR@BlinkCharging.com
Blink
Investor Relations Contact
IR@BlinkCharging.com
855-313-8187

text:
Blink
Charging

text: Blue Corner

text: Blink Charging Co.

text: Blue Corner N.V.

text: Blue Corner

text: Blue Corner

text:
Blue
Corner

text: Blue Corner

text: Blink Charging

text: Peter Buyckx

text: Blue Corner

text: Blink Holdings B.V.

text: Blue Corner

text: Blink Charging

text: Blink Charging Co.

text: Blink Charging

text:
Blink
charging

text: Blink Charging

text: BLINK CHARGING

text:
Blink
Charging Co.

text: Blink Charging

text: BLUE CORNER

text:
Blue
Corner

text: Blue Corner

text: Blue Corner

text: Blink Charging

text: Blink Charging

text: Blink Charging


text:
EX-99.1
272
v075867_ex99-1.htm
Unassociated Document
EXHIBIT
99.1
TEKOIL
AND MASTERS CLOSE TRANSACTION
Friday
May 11, 2007 08:30 AM
-
Prime
Zone
The
Woodlands, Texas, May 11, 2007 (PRIMEZONE via COMTEX) - Tekoil & Gas
Corporation (the "Company" - Pink Sheets: TKGN) announced today that the Company
and the Sellers have closed the previously announced Purchase and Sale Agreement
to acquire four properties, consisting of interests in Trinity Bay, Redfish
Reef, Fishers Reef, and North Point Bolivar Fields, located in Galveston and
Chambers Counties in the Galveston Bay, Texas (the "Masters Acquisition"), with
$30 million of a $50 million Senior Secured Credit Facility being provided
through Goldman Sachs E&P Capital.
Net
production from these interests for 2006 averaged 4.7 MMscfe/day (million
standard cubic feet equivalent per day), with average net cash flow per quarter
approximating $2.9 million (unaudited). Current net production is approximately
5.1 MMscfe/day. The total net proved reserves for the Galveston Bay acquisition
are approximately 80 Bcfe (billion cubic feet equivalent). There are 34
producing wells with 33 PDNP (proved non-producing) opportunities and more
than
64 PUD (proved undeveloped) opportunities. There are 24,261 gross acres included
in the acquisition, as well as transportation and processing
infrastructure.
The
foregoing financial and reserve information was obtained from reports and other
information provided by the sellers. The financial information is not audited
and may not have been prepared in accordance with United States GAAP, and the
reserve information may vary from Tekoil's reserve reporting policies. Now
that
the acquisition is complete, financial and reserve information reported by
Tekoil may vary from the information set forth above.
In
exchange for conveyance of the oil and gas properties subject of the Masters
Acquisition (the "Properties") to Tekoil and Gas Gulf Coast, LLC, an acquisition
subsidiary formed by the Company (the "Acquisition Subsidiary"), Masters
received approximately $30 million dollars in cash (subject to adjustment for
an
effective date of transfer of October 1, 2006, a $1 million dollar holdback
for
potential claims and proration of closing costs), 9 million shares of common
stock of the Company, and conveyance of certain overriding royalty interests
in
the Properties.
Financing
for the cash portion of the transaction was arranged by Goldman Sachs E & P
Capital, a division of Goldman Sachs & Co. The $30 million funded portion of
the loan is guaranteed by the Company and secured by the Properties. In
addition, the lender or its affiliates received a 2% overriding royalty interest
in the Properties, a warrant to purchase 900,000 shares of common stock of
the
Company at a strike price of $.50 per share, and a 25% ownership interest in
Tekoil & Gas Gulf Coast, LLC (the other 75% being held by the Company).
The
terms
of the loan transaction require the Company to contribute an additional $7.5
million dollars to the Acquisition Subsidiary within 90 days, and an additional
$5 million to the Company within 180 days following the closing to cover certain
agreed development expenditures. As a part of the loan transaction, the
Acquisition subsidiary entered into certain hedging transactions with respect
to
the pricing of its oil and gas production.
Mr.
Mark
Western, Chairman of the Company stated: "We are thrilled to have finally closed
this acquisition and thank Goldman Sachs for their perseverance and assistance
in helping the Company to structure the deal with Masters. We would like to
thank the entire team at Masters for their effort and believe that the final
structure creates a "win-win" situation for both parties. We would also like to
thank and congratulate our many shareholders, who have supported us during
this
lengthy process".
Mr.
Richard Lee, President of Masters Resources, LLC stated: "As shareholders in
Tekoil everyone at Masters is looking forward to assisting the Company with
their plans to take these assets to the next stage of development. The upside
potential is evident, and we believe Tekoil's approach will maximize the
opportunity for all concerned. I would also like to thank Goldman Sachs for
their assistance in bringing this transaction to closure".
For
additional details regarding the terms of transaction, please look for our
Form
8-K, which will be filed on or before May 17, 2007.
About
Tekoil & Gas Corporation:
Houston-based
Tekoil & Gas Corporation is a technology-driven company focused on the
development, acquisition, stimulation, rehabilitation and asset improvement
of
small to medium-sized oil and gas fields. The combination of energy fuel
reserves and advanced yield technologies are anticipated to generate value
for
Tekoil and its stakeholders, as the company targets above average growth in
the
21st century energy sector. Additional news and information will be made
available on the Tekoil website at www.tekoil.com and through further press
releases as Tekoil's plans are executed.
Forward-Looking
Statements:
This
news
release may contain certain forward-looking statements, including declarations
regarding Tekoil and its subsidiaries' expectations, intentions, strategies
and
beliefs regarding the future within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements contained herein are based upon information available to Tekoil
management as at the date hereof, and actual results may vary based upon future
events, both within and without the control of Tekoil management, including
risks and uncertainties that could cause actual results to differ materially
including, among other things, the impact that acquisitions may have on the
company and its capital structure, exploration results, market conditions,
oil
and gas price volatility, uncertainties inherent in oil and gas production
operations and estimating reserves, unexpected future capital expenditure
requirements, competition, governmental regulations and other factors, some
of
which are set forth in Part I, Item 2, of Tekoil's registration statement on
Form 10-SB.
SOURCE:
Tekoil & Gas Corporation.
Mr.
Eric
Ottens, Executive VP, Tekoil & Gas Corporation:
eottens@tekoil.com

text: TEKOIL

text: MASTERS

text:
Tekoil & Gas
Corporation

text: Sellers

text: Trinity Bay

text:
Redfish
Reef

text: Fishers Reef

text: North Point Bolivar Fields

text: Chambers Counties

text: Masters

text: Tekoil

text: Tekoil

text: Masters

text: Tekoil

text: Masters

text:
Goldman Sachs E & P
Capital

text: Goldman Sachs & Co.

text: Tekoil

text: Goldman Sachs

text: Masters

text: Masters

text: Richard Lee

text: Masters

text: Tekoil

text: Masters

text: Tekoil

text: Goldman Sachs

text: Tekoil & Gas Corporation

text: Tekoil & Gas Corporation

text: Tekoil

text: Tekoil

text: Tekoil

text: Tekoil

text: Tekoil

text: Tekoil

text: Tekoil

text: Tekoil & Gas Corporation

text:
Eric
Ottens

text: Tekoil & Gas Corporation


text:
EX-99.1
6
exh991.htm
PRESS RELEASE
Exhibit 99.1
News Release
MEDIA CONTACTS:
Telkonet Investor Relations
414.721.7988
ir@telkonet.com
FOR IMMEDIATE RELEASE
Telkonet Completes Strategic Transaction Involving Series 5 Technology and Successfully Retires Short-Term Debt
Telkonet nears completion of debt restructuring with the retirement of a $1.6 million convertible debenture and cancellation of related warrants covering 11.7 million shares
March 7, 2011: Milwaukee, WI - Telkonet, Inc (OTCQB: TKOI), developer of the revolutionary energy management platform EcoSmart, which incorporates its patented Recovery Time™ technology, has taken a key step in management's strategic restructuring. Telkonet completed the sale of the non-core Series 5 Power Line Communication business unit assets to Wisconsin-based Dynamic Ratings, Inc. to strengthen its focus on the Company's core business, energy efficiency. The Series 5 product line was a nonstrategic business unit that comprised less than 5% of Telkonet's 2010 revenues. As consideration, Telkonet received $1.7 million from Dynamic Ratings, consisting of a $1 million cash payment and a $700,000 loan provided as an advance against certain earn-out provisions pursuant to associated Distribution and Consulting Agreements.
Under the Asset Purchase Agreement, Dynamic Ratings acquired all assets of the Series 5 business unit and will act as the sole distributor to the Utility industry, while Telkonet will continue to supply the Series 5 product to non-utility applications, and will provide Dynamic Ratings with ongoing transition assistance and consulting services for the Series 5 product. Under the terms of the associated three-year Distribution and Consulting Agreements, Telkonet will receive preferred pricing for Series 5 product and will pay down the $700,000 loan through related earn-out provisions that encompass both Telkonet and Dynamic Ratings sales. Provided specific metrics of the Distribution and Consulting Agreements are met, Telkonet will have retired the unsecured $700,000 loan prior to its expiration on March 31, 2014.
Telkonet also completed the final step in management's extensive restructuring of its short-term debt by retiring a $1.6 million convertible debenture due on May 29, 2011 and cancelling related warrants covering 11.7 million shares of the Company's stock. In exchange for the early retirement of debt and cancellation of warrants, Telkonet issued the lender an unsecured, one-year note for $50,000. Additional transaction details are available in the Company's Form 8-K filing.
"We are extremely pleased to have completed this transaction and look forward to a successful and profitable partnership with Dynamic Ratings. They are a valuable partner and have demonstrated leadership in SmartGrid technology and development", stated Jason Tienor, Telkonet's President and Chief Executive Officer. "In addition, management is proud to have completed this historic step in Telkonet's financial, strategic and operational restructuring and is excited about Telkonet's growth and future outlook".
About Telkonet
Telkonet is a leading energy-management-technology provider offering hardware, software and services to commercial customers throughout the world. The EcoCentral Platform, in conjunction with the EcoSmart Suite of products, provides comprehensive savings, management and reporting of a building's energy consumption. Telkonet's energy-management products are installed in properties within the hospitality, military, educational, healthcare and residential markets, where they reduce energy consumption and eliminate the need for new energy generation. www.telkonet.com
Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties
News Release
such as competitive factors, technological development, market demand and Telkonet's ability to obtain new contracts and accurately estimate net revenue due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information on potential factors that could affect Telkonet's financial results can be found in Telkonet's Annual Report on Form 10-K for the year ended December 31, 2009 and its subsequently filed Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (SEC).

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet, Inc

text: Telkonet

text: Dynamic Ratings, Inc.

text: Telkonet

text: Telkonet

text: Dynamic Ratings

text: Dynamic Ratings

text: Telkonet

text: Dynamic Ratings

text: Telkonet

text: Telkonet

text: Dynamic Ratings

text: Telkonet

text: Telkonet

text: Telkonet

text: Dynamic Ratings

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet

text: Telkonet


text:
EX-99.1
2
a12-24531_1ex99d1.htm
EX-99.1
Exhibit 99.1
BERKSHIRE HILLS COMPLETES BEACON ACQUISITION
Pittsfield, MA - October 19, 2012 - Berkshire Hills Bancorp, Inc. (Nasdaq:
BHLB
) today completed its acquisition of Beacon Federal Bancorp, Inc., a nearly $1.0 billion bank with seven offices headquartered in East Syracuse, New York. Berkshire Hills is the parent of Berkshire Bank, America's Most Exciting BankSM. Beacon Federal has been merged into Berkshire Bank.
Berkshire CEO Michael P. Daly stated, "We are pleased to expand our Central New York presence in this partnership with Beacon. We now have a total of ten offices serving the Syracuse/Rome/Utica area. We have been working closely with the Beacon team to prepare for this merger, and I am delighted with their customer service orientation and eagerness to be part of our team at America's Most Exciting BankSM. We are introducing our increased lending resources and additional products and services to our new customers, together with our resources to serve our communities. We welcome our new shareholders from Beacon and we are confident that this partnership will benefit existing and new shareholders".
The total common stock consideration paid by Berkshire will include approximately $60 million in cash and 2.7 million shares of BHLB common stock. A cash/stock election among Beacon shareholders will be concluded as of 5:00 p.m. today, October 19. Berkshire plans to report election results and the distribution of consideration within a week of the election deadline in accordance with the merger agreement.
With the completion of this merger, Berkshire will have assets totaling approximately $5.5 billion, with a total of 73 branches serving Massachusetts, New York, Connecticut, and Vermont (excluding two Beacon Tennessee branches which are intended to be divested). Berkshire's outstanding shares will total approximately 25 million shares, resulting in a market capitalization exceeding $550 million. The cash consideration for the Beacon closing was primarily financed with proceeds from $75 million in subordinated debt which was invested in Berkshire by institutional investors on September 28, 2012.
BACKGROUND
Berkshire Hills Bancorp is the parent of Berkshire Bank - America's Most Exciting BankSM. The Company has approximately $5.5 billion in assets and 73 full service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services. Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of
BHLB - Berkshire Hills Bancorp
www.berkshirebank.com
1
amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF).
FORWARD LOOKING STATEMENTS
This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. There are several factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov. Berkshire does not undertake any obligation to update forward-looking statements made in this document.
# # #
CONTACTS
Investor Relations Contact
David H. Gonci
Investor Relations Officer
413-281-1973
Media Contact
Lori Gazzillo
AVP, Community Relations
413-822-1695
2

text: BERKSHIRE HILLS

text: BEACON

text: Berkshire Hills Bancorp, Inc.

text: Beacon Federal Bancorp, Inc.

text: Berkshire Hills

text: Berkshire Bank

text: Beacon Federal

text: Berkshire Bank

text: Beacon

text: Beacon

text: Beacon

text: Beacon

text: Beacon

text: Beacon

text: Berkshire Bank

text: Berkshire Bank


text:
EX-99.1
2
exhibit991announcement.htm
EXHIBIT 99.1
Exhibit 99.1 Announcement
Exhibit 99.1
STARTEK Completes Acquisition of ACCENT Marketing Services
GREENWOOD VILLAGE, CO - June 1, 2015 - StarTek, Inc. ("STARTEK") (NYSE: SRT), a provider of business process outsourcing services, has completed the acquisition of Accent Marketing Services, L.L.C. ("ACCENT") from MDC Partners.
Under the terms of the purchase agreement, STARTEK acquired ACCENT for a total consideration valued at $16.0 million, subject to customary post-closing adjustments. STARTEK financed the transaction through its new $50.0 million secured revolving credit facility with BMO Harris Bank. Combined with ACCENT, STARTEK will have more than 50 clients and 14,000 employees, with operations in five countries.
"ACCENT significantly adds to our client diversification with 18 clients operating across different industries", said Chad Carlson, President and CEO of STARTEK. "ACCENT's Customer Engagement Agency model and platform complements our Ideal Dialogue practice, significantly enhancing our solution set and commitment to results-driven analytics and insights for our clients. We are promptly integrating ACCENT to bring added solutions for current and new client relationships and to deliver value to our shareholders".
ACCENT expects to generate approximately $67.0 million of revenue for the full year 2015. STARTEK management expects that post integration, the acquired business will be accretive to earnings and reflect a purchase price of approximately 3.5x EBITDA.
ACCENT is a business process outsourcing company providing contact center services and customer engagement solutions across six locations in the U.S. and Jamaica. ACCENT's data-driven approach helps brands maximize their engagement with consumers and enables brands to influence behavior, all while generating a better return on investment across all customer touch points, including phone, online and social media channels.
For more information about ACCENT, please visit the company's website at www.accentonline.com.
About STARTEK
STARTEK strives to be the most trusted BPO service provider delivering comprehensive contact center and customer engagement solutions. Our employees, whom we call Brand Warriors, are enabled and empowered to promote and protect our clients' brands. For over 25 years, these Brand Warriors have been committed to making a positive impact for our clients' business results, enhancing the customer experience while reducing costs for our clients. With the latest technology in the BPO industry and our STARTEK Advantage System, our Brand Warriors instill customer loyalty through a variety of multi-channel customer interactions, including voice, chat, email and IVR. Our service offerings include sales support, order processing, customer care and receivables management and customer analytics. For more information, please visit www.STARTEK.com.
Forward-Looking Statements
The matters regarding the future discussed in this news release include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are intended to be identified in this document by the words "anticipate", "believe", "estimate", "expect", "intend", "may", "objective", "outlook", "plan", "project", "possible", "potential", "should" and similar expressions. As described below, such statements are subject to a number of risks and uncertainties that could cause STARTEK's actual results to differ materially from those expressed or implied by any such forward-looking statements. These factors include, but are not limited
to, risks relating to our reliance on a limited number of significant customers, lack of minimum purchase requirements in our contracts, the concentration of our business in the communications industry, lack of wide geographic diversity, maximization of capacity utilization, foreign currency exchange risk, risks inherent in the operation of business outside of the United States, ability to hire and retain qualified employees, increases in labor costs, management turnover and retention of key personnel, trends affecting companies' decisions to outsource non-core services, reliance on technology and computer systems, including investment in and development of new and enhanced technology, increases in the cost of telephone and data services, unauthorized disclosure of confidential client or client customer information or personally identifiable information, compliance with regulations governing protected health information, our ability to acquire and integrate complementary businesses, compliance with our debt covenants, ability of our largest stockholder to affect decisions and stock price volatility. In addition, factors related to our acquisition of ACCENT that may cause actual results to differ include our ability to integrate the organizations to recognize expected financial benefits and synergies and our ability to retain employees and customers of the acquired business. Readers are encouraged to review Item 1A. - Risk Factors and all other disclosures appearing in the Company's Form 10-K for the year ended December 31, 2014 and the Company's Form 10-Q for the quarter ended March 31, 2015 filed with the Securities and Exchange Commission, for further information on risks and uncertainties that could affect STARTEK's business, financial condition and results of operation.
Company Contact
Rosemary Hanratty
Vice President of Marketing
303-262-4144
Rosemary.Hanratty@STARTEK.com
Investor Relations
Liolios Group, Inc.
Cody Slach or Sean Mansouri
949-574-3860
Investor@STARTEK.com

text: STARTEK

text: ACCENT

text: StarTek, Inc.

text: STARTEK

text: Accent Marketing Services, L.L.C.

text: ACCENT

text: STARTEK

text: ACCENT

text: STARTEK

text: ACCENT

text: STARTEK

text: ACCENT

text: Chad Carlson

text: STARTEK

text: ACCENT

text: ACCENT

text: ACCENT

text: STARTEK

text: ACCENT

text: ACCENT

text: ACCENT

text: STARTEK

text: STARTEK

text: STARTEK

text: STARTEK

text: ACCENT

text: STARTEK

text: Rosemary Hanratty


text:
EX-99.1
7
exhibit991pressreleaseanno.htm
EXHIBIT 99.1 PRESS RELEASE ANNOUNCING THE COMPLETION OF THE MERGER
Exhibit 99.1 Press Release announcing the Completion of the Merger
Exhibit 99.1
Remy International, Inc. Announces Shareholder Approval and Closing of Proposed Merger Agreement
PENDLETON, Indiana, December 31, 2014 /PRNewswire/ -- Remy International, Inc. (NASDAQ: REMY) today announced the completion of the transactions pursuant to the previously announced merger agreement among Remy International, Inc. ("Old Remy"), Fidelity National Financial, Inc. ("FNF"), New Remy Holdco Corp. ("New Holdco"), and several wholly owned subsidiaries of FNF (the "Transaction"). The merger agreement was approved earlier today at a special meeting of stockholders of Old Remy. As previously disclosed, the Transaction in effect resulted in the indirect distribution by FNF of its shares of Old Remy to the holders of Fidelity National Financial Ventures ("FNFV") Group common stock. Upon the closing of the Transaction, New Holdco became the new public parent of Old Remy. Effective upon the closing of the Transaction, New Holdco changed its name to "Remy International, Inc." New Holdco common shares will be listed on NASDAQ under the trading symbol "REMY" which is the same trading symbol as is currently used by Old Remy, and are expected to begin trading at the market opening on January 2, 2015. Old Remy will continue to trade on NASDAQ through market close on December 31, 2014. New Holdco common shares will have a new CUSIP number of 75971M108. Under the organizational documents of New Holdco, the rights of the holders of New Holdco common stock are the same as the rights of holders of Old Remy common stock.
Jay Pittas, Remy International, Inc.'s President and Chief Executive Officer commented, "After working diligently on the merger, we are very pleased with the successful completion of this transformative spin-off transaction and excited about the next chapter in the long Remy story. We believe a completely independent Remy with a fully-distributed common stock will better enable Remy to pursue its strategic plans and be a catalyst for creating additional long-term value for its shareholders".
About Remy International, Inc.
Founded by the Remy Brothers in 1896, Remy International, Inc. (NASDAQ: REMY) is a leading global manufacturer and remanufacturer of alternators, starter motors, electric traction motors, and multi-line products, such as constant velocity axles, disc brake calipers, and steering gears. Headquartered in Pendleton, Indiana, with global operations across five continents and 10 countries, Remy International, Inc. markets products under the Delco Remy®, Remy®, World Wide Automotive® and USA Industries® brands. Known for innovation, efficiency, quality, and best-in-class customer service and support, Remy International Inc.'s products are integrated by leading industrial, specialty, automotive and heavy-duty OEMs, and aftermarket providers worldwide. We Start the World & Keep It Running™.
Cautionary Statements Regarding Forward-Looking Information
This press release contains certain statements relating to future events and Remy International, Inc.'s intentions, beliefs, expectations, and predictions for the future. Any such statements other than statements of historical fact are forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "we believe", "we expect", "estimate", "project", "may", "will", "intend", "plan", "believe", "target", "forecast", "would" or "could" (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions, or events, including with respect to the Transaction, generally identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expected benefits of the Transaction, the expected timing of completion of the Transaction, and Remy International, Inc.'s anticipated future financial and operating performance and results, including its estimates for growth. These statements are based on the current expectations of Remy International, Inc.'s management. There are a number of risks and uncertainties that could cause Remy International, Inc.'s actual results to differ materially from the forward-looking statements included in this communication.
In light of these risks, uncertainties, assumptions, and other factors, the forward-looking statements discussed in this communication may not occur. Other unknown or unpredictable factors could also have a material adverse effect on Remy International, Inc.'s actual future results, performance, or achievements. For a further discussion of these and other risks and uncertainties applicable to Remy International, Inc. and its business, see Remy International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and subsequent filings with the Securities and Exchange Commission (the "SEC"). As a result of the foregoing, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Remy International, Inc. does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events, or changes in its expectations, except as required by law.
Investor Contact:
Investor Relations
ir@remyinc.com
(765) 778-6602
SOURCE: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Fidelity National Financial, Inc.

text: New Remy Holdco Corp.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.

text: Remy International, Inc.


text:
EX-99.1
2
a08-11992_1ex99d1.htm
PRESS RELEASE OF VISTA GOLD CORP. DATED APR 17, 2008
Exhibit
99.1
7961 SHAFFER PARKWAY
SUITE 5
LITTLETON, COLORADO 80127
TELEPHONE (720) 981-1185
FAX (720) 981-1186
Trading Symbol:
VGZ
Toronto and American
Stock Exchanges
NEWS
Vista Gold Corp. Announces
Completion of Purchase and First Stage of Transportation of Gold Processing
Equipment for the Paredones Amarillos Project
Denver, Colorado, April 17,
2008
- Vista Gold
Corp. ("Vista" or the "Corporation") (TSX & AMEX: VGZ) is pleased to
announce that further to the Company's January 7, 2008 press release, the Company has
finalized the purchase of gold ore processing equipment to be used at Vista's
Paredones Amarillos Project in Baja California Sur, Mexico as contemplated by
the Company's previously announced purchase agreement with A.M. King
Industries, Inc. ("A.M. King") and Del Norte Company Ltd., a wholly owned
subsidiary of A.M. King. The
transportation of the major equipment items (gyratory crusher, SAG mill, ball
mills and pebble crusher) from the Colomac Mill Site in the Northwest Territories
in Canada to Edmonton, Alberta, pursuant to the agreement terms, started on March 1,
2008 and concluded on April 17, 2008.
A portion of the other equipment acquired in the transaction has also
been shipped. All of the shipped
equipment is now in Vista's lay-down yard in Edmonton. Vista plans to transport the major equipment
components for reconditioning at certified repair facilities and the other
equipment items directly to its own facilities in Baja California Sur, Mexico
for inspection and repair. The remaining
equipment at the Colomac site, which is not critical to the development
schedule, is scheduled to be dismantled during the summer and transported on
the 2009 ice road.
Fred
Earnest, President and COO, stated, "The equipment is ready for
re-conditioning, which is scheduled to occur during the next six months. We have acquired the major processing
equipment for our proposed plant at the Paredones Amarillos Project, at what we
believe is a considerable savings in time and expense, compared to the purchase
of new equipment. We are currently undertaking a definitive feasibility study
to examine the technical and economic parameters associated with a potential
mine operation to produce 130-150,000 ounces of gold per year. This study is scheduled for completion in July 2008. We expect to complete financing arrangements
by the end of the third quarter and commence construction immediately
thereafter. We currently anticipate a
12-month construction period, with first gold production planned for the fourth
quarter 2009".
About Vista Gold Corp.
Since
2001, Vista has acquired a number of gold projects with the expectation that
higher gold prices would significantly increase their value. Vista has recently
completed a preliminary feasibility study on the Paredones Amarillos Project in
Mexico that indicated
positive results at gold prices lower than those now prevailing. Vista plans to
confirm these results with a definitive feasibility study in 2008. Vista is
undertaking programs to advance the Paredones Amarillos Project so that
construction can begin in the fourth quarter of 2008. The results of a
preliminary assessment completed in 2007 on the Mt. Todd Project in Australia
were encouraging and additional technical studies are underway with a definitive
feasibility study planned for completion by mid-2009. Vista's other holdings
include the Guadalupe de los Reyes Project in Mexico, Yellow Pine Project in Idaho, Awak Mas
Project in Indonesia, and Long Valley Project in California.
This press release contains forward-looking statements
within the meaning of the U.S. Securities Act of 1933 and U.S. Securities
Exchange Act of 1934 and forward-looking information within the meaning of
Canadian securities laws. All
statements, other than statements of historical facts, included in this press
release that address activities, events or developments that Vista expects or
anticipates will or may occur in the future, including such things as
transportation of gold processing equipment for the Paredones Amarillos
Project; the performance and results of feasibility studies including the
ongoing bankable feasibility study for the Paredones Amarillos Project; and
timing for commencement and completion of drilling and testing programs at the
Paredones Amarillos Project; anticipated timing of commencement of construction
and commencement of production at the Paredones Amarillos Project and plans for
financing construction of the Project; results of drilling programs and
prospects for exploration and conversion of resources at the Mt. Todd Project
and plans for a feasibility study at the Mt. Todd Project; Vista's future
business strategy, competitive strengths, goals, operations, plans, potential
project development, future share price and valuation; future gold prices; and
other such matters are
forward-looking statements and forward-looking
information. When used in this press
release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe"
and similar expressions are intended to identify forward-looking statements and
forward-looking information. These
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Vista to be
materially different from any future results, performance or achievements
expressed or implied by such statements.
Such factors include, among others, risks relating to delays and
incurrence of additional costs in connection with the feasibility study underway
at the Paredones Amarillos Project, uncertainty of feasibility study results
and preliminary assessments and of estimates on which such results are based;
risks relating to delays in commencement
and completion of construction at the Paredones Amarillos Project; risks of
significant cost increases; risks of shortages of equipment or supplies; risks
that Vista's acquisition, exploration and property advancement efforts will not
be successful; risks relating to fluctuations in the price of gold; the
inherently hazardous nature of mining-related activities; uncertainties
concerning reserve and resource estimates; potential effects on Vista's
operations of environmental regulations in the countries in which it operates;
risks due to legal proceedings; risks relating to political and economic
instability in certain countries in which it operates; and uncertainty of being
able to raise capital on favorable terms or at all; as well as those factors
discussed in Vista's latest Annual Report on Form 10-K and other documents
filed with the U.S. Securities and Exchange Commission and Canadian securities
commissions. Although Vista has
attempted to identify important factors that could cause actual results to
differ materially from those described in forward-looking statements and
forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate
as actual results and future events could differ materially from those anticipated
in such statements. Except as required by law, Vista assumes no obligation to
publicly update any forward-looking statements or forward-looking information,
whether as a result of new information, future events or otherwise.
For
further information, please contact Connie Martinez at (720) 981-1185, or visit
the Vista Gold Corp. website at www.vistagold.com

text: VISTA GOLD CORP.

text: Vista Gold Corp.

text:
Vista Gold
Corp.

text: Vista

text: gold ore processing equipment

text: Vista

text:
A.M. King
Industries, Inc.

text: Del Norte Company Ltd.

text: Vista

text: Vista

text:
Fred
Earnest

text: Vista Gold Corp.

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista

text: Vista Gold Corp.


text:
EX-99.1
6
exhibit99_1.htm
Contact:
Ray Harlin
Chief Financial Officer
423-510-3323
U.S. XPRESS ENTERPRISES INCREASES EQUITY INTEREST IN
ARNOLD TRANSPORTATION AND TOTAL TRANSPORTATION
CHATTANOOGA, Tenn. (February 28, 2006) - U.S. Xpress Enterprises, Inc. (NASDAQ/NM: XPRSA) announced today it has completed the acquisition of additional equity in both Arnold Transportation Services Inc. ("Arnold") and Total Transportation of Mississippi and affiliated companies ("Total"), increasing its ownership interest in each to 80% from 49%, for a total of approximately $7.9 million in cash. U.S. Xpress had previously announced reaching agreements in principle for these acquisitions on February 13, 2006.
As previously disclosed, for 2005, Arnold and Total contributed $2.8 million of equity in earnings for U.S. Xpress, reported combined revenue of $317.0 million, combined net income of approximately $5.7 million and achieved an operating ratio of approximately 94.7%. U.S. Xpress will account for the operations of both companies on a consolidated basis. As a result, commencing March 1, 2006, both the combined net income and existing debt of Arnold and Total will be consolidated into U.S. Xpress' income statement and balance sheet. Had the transactions occurred as of December 31, 2005, U.S. Xpress' total debt outstanding, including current maturities, would have increased from $177.2 million to approximately $308 million. Considering the historical and expected cash flows of Arnold and Total, U.S. Xpress' consolidated fixed-charge coverage and senior-leverage ratios are expected to remain well within the
limits of the U.S. Xpress' primary credit agreement.
U.S. Xpress Enterprises, Inc. is the fifth largest publicly owned truckload carrier in the United States, measured by revenue. The Company provides dedicated, regional, and expedited team truckload services throughout North America, with regional capabilities in the West, Midwest, and Southeastern United States. The Company is one of the largest providers of expedited and time-definite services in the truckload industry and is a leader in providing expedited intermodal rail services. Xpress Global Systems, Inc., a wholly owned subsidiary, is a provider of transportation, warehousing, and distribution services to the floor covering industry. The Company participates in logistics services through its joint ownership of Transplace, an Internet-based global transportation logistics company. Please visit the Company's website at www.usxpress.com.
Arnold Transportation Services, Inc. is a privately held dry van truckload carrier headquartered in Jacksonville, Florida, and offers regional, dedicated and medium length of haul service with a fleet of approximately 1,500 trucks primarily in the Northeast, Southeast, and Southwest United States.
-
MORE
-
4080 Jenkins Road, Chattanooga, TN 37421
423.510.3000
XPRSA Increases Equity Interest in Arnold Transportation and Total Transportation
Page 2
February 28, 2006
Total Transportation of Mississippi and affiliated companies is a truckload carrier that provides medium length of haul and dedicated dry van service with a fleet of approximately 500 trucks primarily in the eastern United States. TTMS principal operating centers are in Jackson, Mississippi; Memphis, Tennessee; Knoxville, Tennessee; and Tupelo, Mississippi.
This press release contains certain statements that may be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements generally may be identified by their use of terms or phrases such as "expects", "estimates", "anticipates", "projects", "believes", "plans", "intends", "may", "will", "should", "could", "potential", "continue", "future", and terms or phrases of similar substance. In this press release, these statements include, without limitation, statements relating to anticipated financial ratios under the U.S. Xpress primary credit agreement. The following factors, among others, could cause actual results to differ materially from those expressed in forward-looking statements: the risk that we will be unable to obtain the level of rate increases and improvement
in freight mix that we expect regardless of increased freight volumes; the risk that our perception of industry fundamentals is incorrect and an improvement in freight volumes and pricing does not occur; the risk that the actions we have taken to increase margins and reduce costs in our Xpress Global segment will not be effective; further increases in the compensation of or difficulty in attracting and retaining qualified drivers and independent contractors; further fluctuations in the price or availability of diesel fuel or in surcharge collection; recessionary economic cycles and downturns in customers' business cycles; excess tractor or trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; strikes, work slow downs, or work stoppages at our facilities or at customers, ports, or other shipping related facilities; increases in interest rates, fuel taxes, tolls, and license and registration fees;
increases in the prices paid for new revenue equipment and changes in the resale value of our used equipment; elevated experience in the frequency and severity of claims relating to accident, cargo, workers' compensation, health, and other claims; increased insurance premiums; fluctuations in claims expenses that result from high self-insured retention amounts and differences between estimates used in establishing and adjusting claims reserves and actual results over time; adverse changes in claims experience and loss development factors; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; regulatory requirements that increase costs or decrease efficiency, including revised hours-of-service requirements for drivers and new emissions control regulations; our ability to execute our business strategy; our ability to grow our revenue at historical rates; the loss of one of our senior officers; our
ability to finance revenue equipment purchases and other capital requirements, and to do so on acceptable terms; the risk that our substantial indebtedness and operating lease obligations could adversely impact our ability to respond to changes in our industry or business, or that we could be unable to comply with the restrictive and financial covenants contained therein; the risk that railroad service instability could increase our costs and reduce our ability to offer expedited intermodal rail service; the risk of adverse results at Arnold Transportation or Total Transportation of Mississippi that are included in our results; our ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; the number of shares repurchased, if any; and the effects of repurchasing the shares on debt, equity, and liquidity; Readers should review and consider these factors along with our various disclosures in filings with the Securities and Exchange
Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
-END-

text: Ray Harlin

text: ARNOLD TRANSPORTATION

text: TOTAL TRANSPORTATION

text: U.S. Xpress Enterprises, Inc.

text: XPRSA

text: Arnold Transportation Services Inc.

text: Total Transportation

text: U.S. Xpress Enterprises, Inc.

text: XPRSA

text: Arnold Transportation

text: Total Transportation

text: Total Transportation

text: Arnold Transportation

text: Total Transportation


text:
EX-99.2
6
exh992.htm
PRESS RELEASE FOR NOVEMBER 6, 2009.
exh992.htm
Exhibit
99.2
CORONUS
SOLAR INC.
(formerly,
InsightfulMind Learning, Inc.)
Suite
300 - 1055 West Hastings Street
Vancouver,
B.C. V6E 2E9
Canada
Telephone 604-609-6152
Facsimile 604-684-6024
www.insightfulmind.com
NEWS
RELEASE
For
Immediate Release
OTCBB
- IMNDF
CLOSING
OF ACQUISITION OF CORONUS ENERGY
CORP.
Vancouver,
B.C. - November 6, 2009 - Jeff Thachuk, President of Coronus Solar Inc.
(formerly, InsightfulMind Learning, Inc.) (the "Company") announced today that,
further to the Company's News Release of August 11, 2009, the Company has
completed, effective November 2, 2009, the acquisition (the "Acquisition") of
all of the issued and outstanding shares of Coronus Energy Corp. ("Coronus
SubCo"), a start-up stage company founded to deploy and operate utility-scale
solar power systems in the State of California, in consideration of the Company
issuing 1,000,000 commons shares at a deemed price of US $0.05 per share to Mark
Burgert. The terms of the Acquisition were approved by the Shareholders of the
Company at the Company's annual and special general meeting held on October 13,
2009. In addition, the Company has issued Mr. Burgert 75,000 incentive stock
options, exercisable at US $0.13 per share until April 22, 2015 and 100,000
incentive stock options, exercisable at US $0.13 per share until March 31,
2016.
As
previously announced, in connection with the closing of the Acquisition, all
4,525,000 common shares of the Company collectively held between Messrs. Thachuk
and Burgert following the Acquisition have be placed into voluntary escrow, to
be released to each of them on the basis of one common share each for each $1.00
earned in revenue by the Company on a consolidated basis.
With the
completion of the Acquisition, the Company will now focus its efforts on the
business of Coronus Subco.
Mr.
Thachuk further announced that effective November 3, 2009, the Company has
changed it's name (the "Name Change") from InsightfulMind Learning, Inc. to
Coronus Solar Inc., and split it's common stock (the "Stock Split") on the basis
of two post-split common share for each one pre-split common
Coronus
Solar Inc.
News
Release
Page
1 of 2
share.
Shareholder approval for the Name Change and Stock Split was obtained at the
Company's October 13, 2009 annual and special general meeting. The
figures set forth above do not reflect the 2 for 1 stock split.
On behalf
of the Board of Directors,
Coronus
Solar Inc.
"
Jeff Thachuk
"
Jeff
Thachuk
President
Forward Looking
Statements:
Statements included in this announcement,
including statements concerning our plans, intentions and expectations, which
are not historical in nature are intended to be, and are hereby identified as,
"forward-looking statements" for purposes of the safe harbor provided by Section
21E of the Securities Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
words including "anticipates", "believes", "intends", "estimates", "expects" and
similar expressions. The company cautions readers that forward-looking
statements, including without limitation those relating to the company's future
operations and business prospects, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements.
Coronus
Solar Inc.
News
Release
Page
2 of 2

text:
CORONUS
SOLAR INC.

text:
CORONUS ENERGY
CORP.

text: Jeff Thachuk

text: Coronus Solar Inc.

text: Coronus Energy Corp.

text: Coronus Solar Inc.

text:
Coronus
Solar Inc.

text:
Coronus
Solar Inc.

text: Jeff Thachuk

text:
Jeff
Thachuk

text:
Coronus
Solar Inc.


text:
EX-99.1
7
ex99-1.htm
EXHIBIT 99.1 - PRESS RELEASE
ex99-1.htm
Exhibit 99.1
Contact:
Christopher T. Grubb
Chief Financial Officer
Greenhill & Co., Inc.
(212) 389-1800
For Immediate Release
GREENHILL COMPLETES
ACQUISITION OF COGENT PARTNERS
New York, April 1, 2015 -- Greenhill & Co., Inc. (NYSE: GHL), a leading independent investment bank, announced that it completed today its previously announced acquisition of Cogent Partners, LP ("Cogent"), the leading global financial advisor to pension funds, endowments and other institutional investors on the secondary market for alternative assets.
Greenhill & Co., Inc. is a leading independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raising to corporations, partnerships, institutions and governments. It acts for clients located throughout the world from its offices in New York, London, Frankfurt, São Paulo, Singapore, Stockholm, Sydney, Tokyo, Toronto, Chicago, Dallas, Houston, Los Angeles, Melbourne and San Francisco.
###

text: Christopher T. Grubb

text: Greenhill & Co., Inc.

text: GREENHILL

text: COGENT PARTNERS

text: Greenhill & Co., Inc.

text: Cogent Partners, LP

text: Greenhill & Co., Inc.