text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Contact
: Jill Swartz, 714.667.8252, ext. 251
jill.swartz@grubb-ellis.com
Grubb & Ellis Healthcare REIT Acquires
Chesterfield Rehabilitation Center in Chesterfield, Missouri
in a Joint Venture with Duke Realty
Santa Ana, California (December 28, 2007) - Grubb & Ellis Healthcare REIT, Inc. has entered into a
joint venture with BD St. Louis Development LLC, a subsidiary of Duke Realty Corporation (NYSE:
DRE) to acquire the Chesterfield Rehabilitation Center in Chesterfield, Missouri. The transaction
closed on December 20, 2007.
Grubb & Ellis Healthcare REIT will maintain an 80% ownership interest in the joint venture and act
as managing member while Duke Realty holds the remaining 20% interest.
Chesterfield Rehabilitation Center is a 50-bed, newly constructed, three-story inpatient
rehabilitation hospital in the St. Louis suburb of Chesterfield, Missouri. Built in June 2007 on
more than seven acres, the 112,000-square-foot hospital offers a full range of rehabilitative
services in its Outpatient Physical Therapy and Brain and Spinal Cord Injury departments. The
property offers ample parking with a two-story, 90,000-square-foot parking garage that can
accommodate 286 vehicles.
Chesterfield Rehabilitation Center is located five miles from the second largest hospital in the
metropolitan St. Louis area, St. John's Medical Center, a 979-bed full-service hospital sited on an
80-acre campus. Chesterfield Rehabilitation Center is a replacement facility for a recently closed
rehabilitation hospital on the medical center campus and is currently master leased to St. John's
Mercy Rehabilitation, LLC, a joint venture between St. John's Mercy Health System and Centerre
Healthcare.
St. John's Mercy Health System owns and operates St. John's Medical Center and is a member of the
Sisters of Mercy Health System, the ninth-largest Catholic healthcare system in the United States
with 19 hospitals in seven states. Centerre is a national developer and operator of inpatient
rehabilitation facilities in partnership with leading acute care hospitals.
"Demand for healthcare services in this country is growing rapidly, as is demand for quality
healthcare facilities", explained Danny Prosky, vice president of acquisitions for Grubb & Ellis
Healthcare REIT. "The acquisition of Chesterfield Rehabilitation Center further strengthens and
diversifies the Grubb & Ellis Healthcare REIT, which has rapidly grown to become one of the finest
portfolios of healthcare facilities in the nation".
Duke Realty was represented by Philip B. Mahler and Jeffrey H. Cooper of Savills Granite.
Financing was provided by National City Bank and arranged by William Bennett. Asset management
services will be provided by Grubb & Ellis Company.
As of December 14, 2007, Grubb & Ellis Healthcare REIT has sold approximately 20.4 million shares
of its common stock, excluding the shares issued under its distribution reinvestment plan, for more
than $203 million through its initial public offering, which began in the third quarter of 2006.
Grubb & Ellis Healthcare REIT offers a monthly distribution of 7.25 percent per annum and has made
19 geographically-diverse acquisitions with a total portfolio valued in excess of $392 million.
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE), one of the largest and most respected commercial real estate
services companies, is the sponsor of Grubb & Ellis Healthcare REIT, Inc. With more than 130 owned
and affiliate offices worldwide, Grubb & Ellis offers property owners, corporate occupants
and investors comprehensive integrated real estate solutions, including transaction, management,
consulting and investment advisory services supported by proprietary market research and extensive
local market expertise.
Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that
offer individuals and institutions the opportunity to invest in a broad range of real estate
investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges, public
non-traded real estate investment trusts (REITs) and real estate investment funds. As of September
30, 2007, nearly $3 billion in investor equity has been raised for these investment programs. Grubb
& Ellis and its subsidiaries currently manage a growing portfolio of more than 214 million square
feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft
Corporation's Vendor of the Year. For more information regarding Grubb & Ellis Company, please
visit www.grubb-ellis.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
FORWARD-LOOKING LANGUAGE
This press release contains certain forward-looking statements with respect to the growing
demand for healthcare services and quality healthcare facilities, and the strength that the
property adds to the Grubb & Ellis Healthcare REIT portfolio. Forward-looking statements are
statements that are not descriptions of historical facts and include statements regarding
management's intentions, beliefs, expectations, plans or predictions of the future, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and
contingencies, actual results may differ materially from those expressed or implied by such
forward-looking statements. These risks, uncertainties and contingencies include, but are not
limited to, the following: uncertainties regarding changes in the healthcare industry;
uncertainties relating to changes in general economic and real estate conditions; uncertainties
relating to the economy of the St. Louis, Missouri area; the strengths and financial conditions of
Chesterfield Rehabilitation Center and St. John's Mercy Health System; the uncertainties relating
to the implementation of our real estate investment strategy; and other risk factors as outlined in
the Company's prospectus, as amended from time to time, and as detailed from time to time in our
periodic reports, as filed with the Securities and Exchange Commission.

text: Grubb & Ellis Healthcare REIT

text: Duke Realty

text: Grubb & Ellis Healthcare REIT, Inc.

text: Duke Realty Corporation

text: Grubb & Ellis Healthcare REIT

text: Duke Realty

text: Danny Prosky

text:
Grubb & Ellis
Healthcare REIT

text: Grubb & Ellis Healthcare REIT

text: Duke Realty

text: Savills Granite

text: National City Bank

text: Grubb & Ellis Healthcare REIT

text: Grubb & Ellis Healthcare REIT

text: Grubb & Ellis Healthcare REIT, Inc.

text: Grubb & Ellis Healthcare REIT


dataset: buster

text:
EX-99
8
ex99-2.htm
PRESS RELEASE
Exhibit 99-2
Contact:
Tripp Sullivan
SCR Partners
(615) 760-1104
TSullivan@scr-ir.com
Plymouth Industrial REIT Board Authorizes a $5 Million
Stock Repurchase Program
BOSTON-(December 17, 2018) Plymouth Industrial REIT,
Inc. (the "Company") (NYSE American: PLYM) today announced that the Board of Directors has authorized a stock repurchase
plan providing for the purchase in the aggregate of up to $5 million of the Company's common stock. Plymouth currently has
4,821,876 shares of common stock outstanding. The Company anticipates that it will fund the repurchases through proceeds from the
recent $75.0 million strategic investment from Madison International Realty.
Repurchases of shares will be made in accordance with
applicable securities laws and may be made from time to time through solicited or unsolicited transactions in the open market or
by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including stock acquisition
price, regulatory limitations and other market and economic factors. No limit was placed on the duration of the repurchase program.
The stock repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate
the repurchase program at any time.
Jeff Witherell, Chairman and Chief Executive Officer of
Plymouth Industrial REIT, noted, "There exists today a significant disconnect between the embedded growth and value within
our portfolio and our implied market valuation. With the additional capital from the strategic investment from Madison International
Realty, this stock repurchase authorization is a very compelling use of capital".
About Plymouth
Plymouth Industrial REIT, Inc. is a vertically integrated
and self-managed real estate investment trust focused on the acquisition and operation of single and multi-tenant industrial properties
located in secondary and select primary markets across the United States. The Company seeks to acquire properties that provide
income and growth that enable the Company to leverage its real estate operating expertise to enhance shareholder value through
active asset management, prudent property re-positioning and disciplined capital deployment.
Forward-Looking Statements
This press release
includes "forward-looking statements"
that are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended, and of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking
statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this
press release, which are not strictly historical statements, including, without limitation, statements regarding the expected use
of proceeds from the offering and management's plans, objectives and strategies, constitute forward-looking statements. The Company
can provide no assurances that the net proceeds from the offering will be used as indicated. Such forward-looking statements are
subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those
anticipated by the forward-looking statement, many of which may be beyond our control.
Forward-looking
statements generally can be identified by the use of forward-looking terminology such as "may", "plan,"
"seek", "will", "expect", "intend", "estimate", "anticipate,"
"believe" or "continue" or the negative thereof or variations thereon or similar terminology. Any forward-looking
information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update
or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
###

label: fund

text: Madison International Realty

override: fund

label: person

text: Jeff Witherell

text:
Madison International
Realty

source_dataset: expertai/BUSTER

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


text:
EX-99.1
3
ex991to8k11594001_04022019.htm
Exhibit 99.1
Source:
IMAC Holdings, Inc.
April 02, 2019 08:30 ET
IMAC Holdings Enters Greater Chicago Market with Acquisition;
Will Rebrand as Mike Ditka IMAC Regeneration Centers
All-stock transaction expected
to close in Q2 2019
BRENTWOOD, Tenn., April 02, 2019 (GLOBE NEWSWIRE) --
IMAC Holdings, Inc.
(Nasdaq: IMAC)
, a provider of innovative medical advancements and care, specializing
in regenerative rehabilitation orthopedic treatments without the use of surgery or opioids, announces the signing of a merger agreement
to acquire ISDI Holdings, Inc. ("ISDI"), a practice management group that manages three clinics in the Chicago area.
The three managed clinics had consolidated net revenue of
$5.0 million and net income of $0.8 million for the 12 months ended December 31, 2018. Under the terms of the merger agreement,
IMAC will issue 1,002,306 shares of common stock at closing, which is expected to occur in the second quarter of 2019 following
the satisfaction of certain conditions included in the merger agreement. Pursuant to the merger agreement, ISDI Holdings, Inc.,
the parent company of the Chicago clinics' management, will merge with and into IMAC's wholly-owned subsidiary IMAC
Management of Illinois, LLC. IMAC expects to identify approximately $50,000 of annual cost synergies in connection with the merger.
As previously announced, Mike Ditka, a three-time Super
Bowl champion and 11-year coach of the Chicago Bears, will serve as brand ambassador to drive awareness to the facilities, each
of which will be rebranded as a Mike Ditka IMAC Regeneration Center.
"We look forward to welcoming the staff of Illinois
Spine & Disc and Progressive Health and Rehabilitation to IMAC, and to entering the Chicago market where we see opportunity
for our self-insured and corporate partnerships division", said Matthew Wallis, IMAC's Chief Operating Officer. "We
believe we can improve the consistent patient visits and procedure volume through our regenerative medicine products and our non-surgical
treatment approach to sports and orthopedic injuries".
IMAC's Chief Executive Officer Jeffrey Ervin added,
"We expect to build upon the success that Dr. Hui, founder of ISDI has created, in the northern Chicago suburbs by adding
Coach Ditka to bring further awareness to IMAC's conservative approach to treating mobility impairments. I am also excited
by the prospect of Dr. Hui's experience providing value to all IMAC markets".
Dr. Jason Y. Hui, founder and CEO of ISDI Holdings, is an
industry leading healthcare strategist. He has been consulting for more than a decade to help healthcare centers and groups achieve
financial success. He is a nationally published author and has an extensive background in healthcare with board certifications
as a Naturopathic Physician, Chiropractic Physician and Clinical Nutritionist. Dr. Hui will join IMAC Holdings as Vice President
of Business Development.
"Today's announcement with industry-leader IMAC
Holdings is another step in our journey to provide a non-opioid solution to pain management", said Dr. Hui. "This partnership
allows ISDI to focus on patient satisfaction and streamline business operations with a proven business partner".
The three clinics to be managed under the merger agreement
are as follows:
Progressive Health and Rehabilitation
415 W. Golf Road
Arlington Heights, IL 60005
1283 W. Dundee Rd.
Buffalo Grove, IL 60089
Illinois Spine & Disc Institute
810 S McLean Blvd
Elgin, IL 60123
About IMAC Holdings, Inc.
IMAC Holdings was created in March 2015 to expand on the
footprint of the original IMAC Regeneration Center, which opened in Kentucky in August 2000. IMAC Regeneration Centers combine
life science advancements with traditional medical care for movement restricting diseases and conditions. It owns or manages outpatient
clinics that provide regenerative, orthopedic and minimally invasive procedures and therapies. It has partnered with several active
and former professional athletes, opening two Ozzie Smith IMAC Regeneration Centers, two David Price IMAC Regeneration Centers,
and a Tony Delk IMAC Regeneration Center. IMAC's outpatient medical clinics emphasize its focus around treating sports and
orthopedic injuries without surgery or opioids.
Safe Harbor Statement
This press release contains forward-looking statements. These forward-looking statements, and terms such as "anticipate,"
"expect", "believe", "may", "will", "should" or other comparable terms,
are based largely on IMAC's expectations and are subject to a number of risks and uncertainties, certain of which are beyond
IMAC's control. Actual results could differ materially from these forward-looking statements as a result of, among other
factors, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow
its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction
of new products and services, the successful integration of acquired companies, technologies and assets, marketing and other business
development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel,
the ability to attract, hire and retain personnel who possess the skills and experience necessary to meet customers' requirements,
and its ability to protect its intellectual property. IMAC encourages you to review other factors that may affect its future results
in its registration statement and in its other filings with the Securities and Exchange Commission. In light of these risks
and uncertainties, there can be no assurance that the forward-looking information contained in this press release will in fact
occur.
More information about IMAC Holdings, Inc. is available
at
www.imacregeneration.com
IMAC Press Contact:
Laura Fristoe
lfristoe@imacrc.com
Investors
LHA Investor Relations
Kim Sutton Golodetz
(212) 838-3777
kgolodetz@lhai.com
# # #

label: organization

text: IMAC Holdings, Inc.

text: IMAC

text: IMAC Holdings, Inc.

text: IMAC

text: ISDI Holdings, Inc.

text: IMAC

text: ISDI Holdings, Inc.

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: Jason Y. Hui

text: IMAC Holdings, Inc.

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC

text: IMAC Holdings, Inc.

text: IMAC


text:
EX-99.1
5
ex99-1.htm
PRESS RELEASE DATED FEBRUARY 23, 2015.
ex99-1.htm
Exhibit 99.1
Petro River Enters into Agreement to Acquire Gas-to-Liquids Technology System
Acquisition Intended to Expand Technology-Focused Business Petro Spring
Houston, TX- February 23, 2015 Petro River Oil Corp. (OTCBB: PTRC) ("Petro River" or the "Company") today reported that its wholly owned subsidiary Petro Spring LLC ("Petro Spring") has entered into an agreement to acquire substantially all the assets owned by chemical solutions provider Havelide GTL LLC ("Havelide"), including certain patents, intellectual property, trade secrets, and know-how related to Havelide's process of converting natural gas to high value liquid products, including naphtha, hydrogen peroxide, and hydrogen gas (the "Acquisition"). The process, named "The Havelide System
TM
" achieves gas-to-liquids ("GTL") through a proprietary molten salt catalyst.
The potential acquisition represents the first transaction by Petro Spring, the technology-focused arm of Petro River, launched to take advantage of the technological expertise of Petro River's management team. Executive Vice Presidents Ruben Alba and Daniel Smith both have experience working towards the development of technologies at Halliburton and XTO, respectively. Dr. Jamie Rector, Petro River's Chief Technology Adviser, will help guide this project. Dr. Rector is currently a tenured professor at the University of California-Berkeley and obtained his Ph.D. in Geophysics from Stanford University.
According to Executive Vice President Daniel Smith, "Petro Spring was launched to focus on acquiring and commercializing technologies and to help diversify our business. We have ramped up these efforts over the last six months amid volatile oil prices and have vetted technologies across the industry. Our objective is to put ourselves firmly on the cutting edge of innovation, and the potential acquisition of the Havelide assets is a significant step toward achieving this objective".
The closing of the acquisition is subject to certain conditions, including satisfactory completion of due diligence.
Petro Spring Names New Chief Technology Officer
In connection with the execution of the purchase agreement, Havelide's founder and former Chief Executive Officer, Dr. Stephen Boyd, will join Petro Spring
.
Dr. Boyd will be formally named Petro Spring's Chief Technology Officer. Dr. Boyd obtained his Ph.D. in solid-state chemistry at Stony Brook University, is an expert in molten salt chemistry and is one of the first to apply molten salt chemistry towards GTL technology. Dr. Boyd is the author of eight patents.
Said Dr. Boyd, "My team and I have spent years in the lab developing the molten salt based liquid catalyst for converting natural gas to naphtha and other valuable bi-products. We believe partnering with the Petro Spring leadership team will enable us to benefit from their technical, operational, and capital expertise, and afford us the greatest ability to negotiate with major development partners to effectively bring this technology to market".
About Petro Spring LLC.
Petro Spring is a wholly owned subsidiary of Petro River created on December 12, 2013 as a technology-focused business segment of the Company. It was launched with an intentionally broad mandate to acquire and commercialize cutting edge technologies with the intent to capitalize on
the significant technological experience of its leadership team and network of industry relationships within the energy sector.
About Havelide GTL LLC
Havelide GTL LLC
developed the Havelide SystemTM, a proprietary method of converting natural gas (NG) to higher value liquid products.
The current industry standard to make liquid fuels from gas is the Fischer-Tropsch Process which has been employed for over 90 years and is complex, energy intensive and exceedingly costly to develop and run. Under the Havelide System
TM
the conversion from natural gas to high value liquids is less than half the cost of Fischer-Tropsch through a reduction in the capital, operating and processing costs. At a commercial state, the Havelide System
TM
would significantly reduce the cost and complexity of converting gases to higher value liquid products, including naphtha, hydrogen peroxide, and hydrogen gas. The company is based in Blue Point, New York.
About Petro River Oil Corp.
Petro River Oil Corp. (OTCBB: PTRC) is an energy company focused on applying modern technologies to both conventional and non-conventional oil and gas assets. The company leverages the diverse skill set of its leadership which includes executives with capital market experience as well as technical oil and gas experience. Petro River's core acreage is located in the Mid-Continent region in Oklahoma. The company also wholly owns Petro Spring, its technology focused business.
Forward-Looking Statements
Statements in this release that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this news release. Such factors may include, but are not limited to: the ability to of the Company to obtain sufficient capital to develop its oil and gas assets, and otherwise execute it business plan. Many of these risks and uncertainties are beyond the Company's control. For a discussion of such risks and uncertainties, see "Risk Factors" in the Company's annual report on Form 10-K, its quarterly reports on Form 10-Q, and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
Investor Relations:
IR@petroriveroil.com
(469) 828-3900
www.petroriveroil.com

text: Petro River

text: Petro Spring

text: Petro River Oil Corp.

text: Petro River

text: Petro Spring LLC

text: Petro Spring

text: Havelide GTL LLC

text: Petro Spring

text: Petro River

text: Petro River

text: Jamie Rector

text: Petro River

text: Petro Spring

text: Petro Spring

text: Stephen Boyd

text: Petro Spring

text: Petro Spring

text: Petro Spring

text: Petro Spring LLC

text: Petro Spring

text: Petro River

text: Havelide GTL LLC

text: Havelide GTL LLC

text: Petro River Oil Corp.

text: Petro River Oil Corp.

text: Petro River

text: Petro Spring


text:
EX-99.1
2
ex991ugc.htm
EX 99.1 PRESS RELEASE
Exhibit
Exhibit 99.1
Arch Capital Group Ltd. Announces Closing of Acquisition of United Guaranty Corporation
January 03, 2017 07:00 AM Eastern Standard Time
HAMILTON, Bermuda--(BUSINESS WIRE)-- Arch Capital Group Ltd. [Nasdaq:ACGL] today announced that it completed its previously announced acquisition of United Guaranty Corporation (UGC) from American International Group, Inc. (AIG) at year-end 2016.
The acquisition of UGC expands the scale of Arch's existing mortgage insurance businesses by combining UGC's position as the market leader in the U.S. private mortgage insurance industry with Arch's financial strength and history of innovation, further diversifying our business profile and customer base. The expansion of our mortgage insurance business complements our strengths in the specialty insurance and reinsurance businesses, which continue to be central to our global operations. Diversity across segments and product lines remains fundamental to our corporate strategy and allows us to deploy our capital to those areas offering the best opportunities at any given time.
Constantine (Dinos) Iordanou, Chairman and CEO of ACGL, commented, "We are extremely pleased to complete this transaction, which will enable our company to continue to provide a strong and diversified source of private capital to the U.S. mortgage insurance and housing finance markets. We believe the impressive operational, managerial and risk management expertise of Arch, together with the talented professionals joining us from UGC, will enable us to provide our clients with the best products and services available anywhere in the industry".
Marc Grandisson, President and COO of ACGL, added, "We are gratified that Arch U.S. MI will be led by experienced professionals in Andrew Rippert and David Gansberg and welcome our new colleagues from UGC. Over the past several months, teams at Arch and UGC have been working together to ensure a successful integration of our combined operations and a seamless transition for our clients. Our combined mortgage group looks forward to further strengthening its leadership position in the development of innovative products and services to meet the ever evolving needs of our clients and the housing finance system".
Mr. Rippert, Chief Executive Officer, Global Mortgage Group, is responsible for ACGL's global mortgage insurance and reinsurance operations. Mr. Gansberg, President and CEO of Arch U.S. MI Holdings, reports to Mr. Rippert and is responsible for ACGL's U.S. primary mortgage insurance operations, which will be headquartered in Greensboro, North Carolina, with significant operations in California.
About Arch Capital Group Ltd.
Arch Capital Group Ltd., a Bermuda-based company with approximately $8.24 billion in capital at September 30, 2016, provides insurance and reinsurance on a worldwide basis through its wholly owned subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward−looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward−looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward−looking statements.
Forward−looking statements can generally be identified by the use of forward−looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe" or "continue" or their negative or variations or similar terminology. Forward−looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: adverse general economic and market conditions; increased competition;pricing and policy term trends; fluctuations in the actions of rating agencies and our ability to maintain and improve our ratings; investment performance; the loss of key personnel; the adequacy of our loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; our ability to successfully
integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to us of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to us; and other factors identified in our filings with the U.S. Securities and Exchange Commission.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward−looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.
Arch Capital Group Ltd. Mark D. Lyons, 441-278-9250
Source: Arch Capital Group Ltd.

text: Arch Capital Group Ltd.

override: organization

text: United Guaranty Corporation

text: Arch Capital Group Ltd.

text: United Guaranty Corporation

text: UGC

text: UGC

text: UGC

text: UGC

text: Marc Grandisson

text: UGC

text: UGC

text: Arch Capital Group Ltd.

text: Arch Capital Group Ltd.

text: Arch Capital Group Ltd.

text: Arch Capital Group Ltd.

text: Arch Capital Group Ltd.


text:
EX-99.1
5
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
Katy Industries Announces
Acquisition of Certain Assets of Centrex Plastics
St. Louis, MO, April 9
,
2015 - Katy Industries, Inc. ("Katy") announced today that it has completed the acquisition of the plastic shelving and cabinet business unit of Centrex Plastics, LLC ("Centrex"), including a lease of its Tiffin, Ohio manufacturing facility, effective April 7, 2015. Centrex is a leading manufacturer of specialized injection-molded plastic products for consumer and commercial applications. Centrex will continue to operate its remaining facility, located in Findlay, Ohio.
In connection with the acquisition, Katy and Centrex plan to collaborate in a number of strategic functions to take advantage of the rapidly growing market for home storage products. The collaboration includes sharing of best practices in advanced resin technologies and manufacturing processes, as well as product development, sales & marketing.
"We are excited about this transaction with Centrex", commented David Feldman, President & CEO of Katy. "The acquisition brings Katy a state-of-the-art manufacturing operation, a growing line of home storage products, and a mutually beneficial partnership with an innovative and technically proficient company. I look forward to working closely with the Centrex team and growing our businesses together".
"I am pleased to be partnering with Katy in this transaction", said Terry Reinhart, President of Centrex. "Centrex and Katy share many of the same values and priorities, including most importantly a dedication to customer satisfaction. This transaction will strengthen each of our companies as we work together in the years to come".
About Katy Industries, Inc.
Katy Industries, Inc. is a leading manufacturer, importer and distributor of commercial cleaning and consumer storage products. Katy markets its products under the Continental, Contico, Wilen and Fort Wayne Plastics brands. For more information, visit
www.katyindustries.com
.
About Centrex Plastics, LLC
Centrex Plastics is a specialized custom plastic injection molding manufacturing company focused on the following industries: automotive, heavy truck, consumer goods and packaging. For more information, visit
www.centrexplastics.com
.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements include all statements of Katy's plans, beliefs or expectations with respect to future events or developments and often may be identified by such words or phrases as "anticipates", "believes", "estimates", "expects", "intends", "plans", "projects", "may", "should", "will", "continue", "is subject to", "opportunity" or similar expressions. These forward-looking statements are based on the opinions and beliefs of Katy's management, as well as assumptions made by, and information currently available to, Katy's management. Additionally, the forward-looking statements are based on Katy's current expectations and projections about future events and trends affecting the financial condition of its business. The forward-looking statements are subject to risks and uncertainties that may lead to results that differ materially from those expressed in any forward-looking statement made by Katy or on its behalf. These risks and uncertainties include, without limitation, conditions in the general economy and in the markets served by Katy, including changes in the demand for its products; success of any restructuring or cost control efforts; an increase in interest rates; competitive factors, such as price pressures and the potential emergence of rival technologies; interruptions of suppliers' operations or other causes affecting availability of component materials or finished goods at reasonable prices; changes in product mix, costs and yields; labor issues at Katy's facilities or those of its suppliers; legal claims or other regulator actions; and other risks identified from time to time in Katy's filings with the SEC, including its Report on Form 10-K for the year ended December 31, 2014. Katy undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

text: Katy Industries

text: Katy Industries, Inc.

text: David Feldman

text: Terry Reinhart

text: Katy Industries, Inc.

text: Katy Industries, Inc.


text:
EX-99.1
6
ea134667ex99-1_comsovereign.htm
PRESS RELEASE DATED FEBRUARY 1, 2021 ANNOUNCING THE COMPANY'S COMPLETION OF THE ACQUISITION OF SKYLINE PARTNERS TECHNOLOGY LLC D/B/A FASTBACK NETWORKS
Exhibit 99.1
COMSovereign Acquires Fastback Networks,
Adding Top-Performing "Sub-6 GHz" Backhaul for Public and Private Networks and Expanding Telecom IP Portfolio
-
Acquisition Brings Existing Tier One Customers Along with Patents Vital to the Development of
5G Small Cells and Integrated Access
and Backhaul ("IAB") Radios -
DALLAS, TX -
February 1, 2021
- COMSovereign Holding Corp. (Nasdaq: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer
of 4G LTE Advanced and 5G Communication Systems and Solutions, announced today that it completed the acquisition of Skyline Technology
Partners, LLC d/b/a Fastback Networks ("Fastback"). The transaction includes all operations, radio designs, customers,
and intellectual property of Fastback.
Terms of the transaction include total
consideration of approximately $14 million consisting of cash, debentures, and convertible debentures.
In addition to an installed base of tier
one mobile network operator customers in North America, the acquisition is highlighted by a valuable intellectual property ("IP")
portfolio of sixty-five granted and six pending patents. These active patents cover many of the key systems and methods vital to
5G wireless networking including Signal Processing, Adaptive Antennas, Beam Forming/Steering, Self-Optimizing Networks, Spectrum
Sharing and Hybrid Band Operations.
"We are pleased to have completed
the Fastback transaction, expanding our installed base of tier one customers and bringing with it, broad and early patent coverage
of many critical 5G enabling technologies", said Dr. Dustin McIntire, CTO of COMSovereign Holding Corp. "We intend
to quickly integrate Fastback into our operations so we can capitalize on growing customer interest in 4G LTE Advanced, 5G, and
IAB small cells with integrated access and backhaul utilizing this unique IP".
Since its founding in 2010, Fastback has
been a leader in the development and commercialization of its intelligent backhaul radio ("IBR") systems that deliver
high-performance wireless connectivity to virtually any location including those challenged by Non-Line of Sight (NLOS) limitations.
Fastback's advanced IBR products allow operators to economically add capacity and density to their macrocells and expand
service coverage density with small cells. These solutions also allow operators to both provide temporary cellular and data service
utilizing mobile/portable radio systems and provide wireless Ethernet connectivity.
For more information about COMSovereign,
please visit www.COMSovereign.com and connect with us on Facebook and Twitter.
About COMSovereign Holding Corp.
COMSovereign Holding Corp. has assembled
a portfolio of communications technology companies that enhance connectivity across the entire data transmission spectrum. Through
strategic acquisitions and organic research and development efforts, COMSovereign has become a U.S.-based communications provider
able to provide 4G LTE Advanced and 5G-NR telecom solutions to network operators and enterprises. For more information about COMSovereign,
please visit www.COMSovereign.com.
About Fastback Networks
Fastback Networks delivers innovative technology
for the mobile infrastructure of the future. Fastback solutions enable network operators to expand and enhance services, and private
networks to secure, monitor, and manage operations via high-capacity data connectivity. With insights derived from the team's
experience building leading-edge radio and data networking solutions, Fastback Networks looks at the challenges of 4G/5GLTE deployment
with fresh eyes and better ideas, and develops transformational mobile backhaul solutions that enable the acceleration of the mobile
future. Fastback Networks is a privately held company that was initially funded by nationally recognized technology investment
funds before it was acquired during 2017 by Skyline Technology Partners, LLC, and the company's key employees.
Forward-Looking Statements
Certain statements in this press release
that are not historical facts are forward -looking statements that reflect management's current expectations, assumptions, and
estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to
differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by
the use of forward-looking terminology such as "believe", "expects", "may", "looks to,"
"will", "should", "plan", "intend", "on condition", "target", "see,"
"potential", "estimates", "preliminary", or "anticipates" or the negative thereof or comparable
terminology, or by discussion of strategy or goals or other future events, circumstances, or effects. Moreover, forward-looking
statements in this release include, but are not limited to, the impact of the current COVID -19 pandemic, which may limit access
to the Company's facilities, customers, management, support staff, and professional advisors, and to develop and deliver advanced
voice and data communications systems, demand for the Company's products and services, economic conditions in the U.S. and worldwide,
and the Company's ability to recruit and retain management, technical, and sales personnel. Further information relating to factors
that may impact the Company's results and forward-looking statements are disclosed in the Company's filings with the SEC. The forward-looking
statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention
or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contacts:
Steve Gersten, Director of Investor Relations
COMSovereign Holding Corp.
813-334-9745
investors@comsovereign.com
Dave Gentry
RedChip Companies, Inc.
407-491-4498
dave@redchip.com
and
Media Relations for COMSovereign Holding Corp.:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net

text: SKYLINE PARTNERS TECHNOLOGY LLC

text: FASTBACK NETWORKS

text: COMSovereign

text: Fastback Networks

text: COMSovereign

text: COMSovereign

text:
Skyline Technology
Partners, LLC

text: Fastback Networks

text: COMSovereign

text: COMSovereign

text: COMSovereign

text: COMSovereign

text: COMSovereign

text: COMSovereign

text: Fastback Networks

text: Fastback Networks

text: Fastback Networks

text: Fastback Networks

text: Skyline Technology Partners, LLC

text: Steve Gersten

text: COMSovereign

text: COMSovereign


text:
EX-99.5
6
a06-8189_4ex99d5.htm
NOTICE TO HOLDERS OF BOSTON SCIENTIFIC CORPORATION'S 5.50% SENIOR NOTES DUE 2015
Exhibit 99.5
[Boston Scientific
Corporation Letterhead]
April 24, 2006
Notice
to Holders of Boston Scientific Corporation's 5.50% Senior Notes due 2015
(CUSIP No. 101137AF4)
Dear Noteholder,
Notice is hereby given
that Boston Scientific Corporation (the "Company") has increased the interest
rate on its $400 million 5.50% Senior Notes due 2015 (the "2015 Notes"), from
5.50% to 6.25%. The Company elected to increase the interest rate due to the
closing of the Company's acquisition of Guidant Corporation.
The increase in the
interest rate shall accrue from November 17, 2005 and shall be paid to the
persons in whose names the 2015 Notes are registered at the close of business
on May 1, 2006.
Pursuant to a supplemental
indenture entered into between the Company and J.P. Morgan Trust Company,
National Association, Trustee under the indenture relating to the 2015 Notes,
subsequent upgrades to the Company's long-term senior, unsecured debt credit
ratings may result in a decrease in the interest rate of the 2015 Notes,
but in no event will the interest rate payable on the 2015 Notes be adjusted
below 5.50%.
While the federal income
tax treatment of the interest rate adjustment is not clear, the Company intends
to take the position that any additional interest payable to holders of the
2015 Notes should be reported when received or accrued, depending on the holder's
regular method of tax accounting. Holders of 2015 Notes should be aware that
the Internal Revenue Service could assert a contrary position, potentially
giving rise to differences in the timing, amount and character of reportable
income in respect of the notes. The supplement to the terms of the 2015 Notes
also may result in a deemed exchange of the 2015 Notes for "new" notes for
federal income tax purposes, in which case the Company expects that the
exchange would constitute a recapitalization that generally is tax-free to
holders of the 2015 Notes. In the event of such a deemed exchange, the 2015 Notes
might be treated for federal income tax purposes as having original issue
discount, which could affect the timing of the reporting of income by holders
who purchased the 2015 Notes at less than the original issue price.
Circular 230:
Any discussion of federal
income tax issues in this notice should be construed as provided in connection
with the promotion and marketing of the matters described herein. Such
discussion is not intended to be used,
and cannot be used, by a holder of 2015 Notes or any other person for the
purpose of avoiding federal income tax penalties. Holders of 2015 Notes and
other persons should seek tax advice based upon their particular circumstances
from independent tax advisors.
BOSTON SCIENTIFIC CORPORATION
By:
/s/ Milan Kofol
Name:
Milan Kofol
Title:
Vice President, Treasurer and
Investor Relations

text: Guidant Corporation


text:
EX-99.1
2
v126185_ex99-1.htm
Company
Contact:
Investor
Relations Contact:
China
Sky One Medical, Inc.
CCG
Investor Relations
Mr.
Yu-bo Hao, Board Secretary
Mr.
Crocker Coulson, President
Tel:
+86-0451-53994069
Tel:
+1-646-213-1915
Email:
china_sky_one@yahoo.cn
Email:
crocker.coulson@ccgir.com
Mr.
Richard Micchelli, Financial Writer
Tel:
+1-646-454-4516
Email:
richard.micchelli@ccgir.com
Website:
www.ccgir.com
China
Sky One Medical, Inc. Completes Acquisition of
Peng
Lai Jin Chuang Company
HARBIN,
China, Sept. 11, 2008
-- China
Sky One Medical, Inc. ("China Sky One Medical" or "the Company") (Amex: CSY), a
leading fully integrated pharmaceutical company producing over-the-counter
drugs
in the People's Republic of China ("PRC"), announced today that it completed the
acquisition of Peng
Lai
Jin Chuang Company ("Jin Chuang"). The acquisition was announced on June 12,
2008 and closed on September 5, 2008.
Under
the
terms of the agreement, China Sky One Medical's wholly-owned subsidiary, Harbin
Tian Di Ren Medical Science and Technology Company, acquired 100% of Jin
Chuang's assets for a cash payment of approximately $7.1 million, consisting of
$2.5 million in cash and $4.6 million of China Sky One Medical's common shares.
Jin Chuang is a newly established pharmaceutical company that has obtained
Good
Manufacturing Practice Certification (GMP) approval issued by the country's
State Food and Drug Administration (SFDA). Its assets include franchise,
production and operating rights to a portfolio of twenty (20) medicines approved
by the SFDA for the treatment of colds cardiovascular disease, and
depression.
"This
acquisition complements our business, and we expect to realize greater synergies
as we incorporate Jin Chuang's assets and broaden our manufacturing capabilities
and product line even further", said Mr. Yan-qing Liu, Chairman, CEO and
President of China Sky One Medical. "Even though Jin Chuang is a newly
established company not begun to manufacture, we expect it will begin to
contribute to our profitability at the end of 2008".
About
China Sky One Medical, Inc.
China
Sky
One Medical, Inc., a Nevada corporation, is a holding company. The Company
engages in the manufacturing, marketing and distribution of pharmaceutical,
medicinal and diagnostic products. Through its wholly-owned subsidiaries, Harbin
Tian Di Ren Medical Science and Technology Company, Harbin First Bio-
Engineering Company Limited, and Heilongjiang Tianlong Pharmaceutical, Inc.,
the
Company manufactures and distributes over-the-counter pharmaceutical products,
which make up its major revenue source. For more information, visit http://www.skyonemedical.com.
Safe
Harbor Statement
Certain
of the statements made in the press release constitute forward- looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995. These statements can be identified by the use of forward- looking
terminology such as "believe", "expect", "may", "will", "should", "project,"
"plan", "seek", "intend", or "anticipate" or the negative thereof or comparable
terminology. Such statements typically involve risks and uncertainties and
may
include financial projections or information regarding our future plans,
objectives or performance. Actual results could differ materially from the
expectations reflected in such forward-looking statements as a result of a
variety of factors, including the risks associated with the effect of changing
economic conditions in The People's Republic of China, variations in cash flow,
reliance on collaborative retail partners and on new product development,
variations in new product development, risks associated with rapid technological
change, and the potential of introduced or undetected flaws and defects in
products, and other risk factors detailed in reports filed with the Securities
and Exchange Commission from time to time.
###

text: Sky One Medical, Inc.

text: Crocker Coulson

text: Richard Micchelli

text: Sky One Medical, Inc.

text:
Peng
Lai Jin Chuang Company

text: Sky One Medical, Inc.

text: Sky One Medical

text:
Peng
Lai
Jin Chuang Company

text: Jin Chuang

text: Sky One Medical

text:
Jin
Chuang

text: Sky One Medical

text: Jin Chuang

text: Jin Chuang

text: Sky One Medical

text: Jin Chuang

text: Sky One Medical, Inc.

text:
Sky
One Medical, Inc.


text:
EX-99.1
2
exh99-1.htm
EWBC EXHIBIT 99.1
EWBC EXHIBIT 99.1
FOR
IMMEDIATE RELEASE
For
more information at the Company:
Julia
Gouw, Chief Financial Officer
(626)
768-6898
PASADENA,
CA - March 17, 2006 - East West Bancorp, Inc. (Nasdaq: EWBC), parent company
of
East West Bank, one of the nation's premier community banks, has completed
the
acquisition of Standard Bank, a $923 million asset federal savings bank
headquartered in Monterey Park, California. Standard Bank will merge with East
West Bank as of the close of business today.
The
final consideration paid in the acquisition of Standard Bank was $200.3 million.
The consideration consisted of $70.1 million in cash and 3,547,314 shares of
East West Bancorp common stock.
With
the acquisition of Standard Bank, East West Bank has $9.2 billion in assets
and
operates 62 branch locations - 61 across Southern and Northern California and
one branch in Houston, Texas. The six branches acquired by East West as part
of
the Standard deal are located in Diamond Bar, Hacienda Heights, Los Angeles
Chinatown, Monterey Park, San Gabriel and San Marino, further enhancing East
West's strong franchise in the Chinese-American market.
"We
are excited to have the customers and employees of Standard Bank join the East
West family", said Dominic Ng, President and CEO of East West. "With the
acquisition of Standard Bank, we will be creating a stronger institution and
we
anticipate a smooth integration for our customers".
"I
could not be more pleased that Standard Bank and East West Bank are joining
forces", said John Lee, long-time chairman and president of Standard Bank. "Our
compatible values and strong financial performance in the Chinese market are
a
perfect fit." Lee, one of the co-founders of Standard Bank, was the original
general manager of East West Bank and helped open East West over 33 years ago.
Lee will join East West Bank as Vice Chairman.
About
East West
East
West Bancorp is a publicly owned company, with $9.2 billion in assets, whose
stock is traded on the Nasdaq National Market under the symbol "EWBC". The
company's wholly owned subsidiary, East West Bank, is the second largest
independent commercial bank headquartered in Los Angeles with 62 branch
locations. East West Bank serves the community with 61 branch locations across
Southern and Northern California, one branch location in Houston, Texas and
a
Beijing Representative Office in China. For more information on East West
Bancorp, visit the company's website at www.eastwestbank.com.
Forward-Looking
Statements
This
release may contain forward-looking statements, which are included in accordance
with the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 and accordingly, the cautionary statements contained in East West
Bancorp's Annual Report on Form 10-K for the year ended Dec. 31, 2005 (See Item
I -- Business, and Item 7 -- Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations), and other filings
with the Securities and Exchange Commission are incorporated herein by
reference. These factors include, but are not limited to: the effect of interest
rate and currency exchange fluctuations; competition in the financial services
market for both deposits and loans; EWBC's ability to efficiently incorporate
acquisitions into its operations; the ability of EWBC and its subsidiaries
to
increase its customer base; the effect of regulatory and legislative action,
including California tax legislation and an announcement by the state's
Franchise Tax Board regarding the taxation of Registered Investment Companies;
and regional and general economic conditions. Actual results and performance
in
future periods may be materially different from any future results or
performance suggested by the forward-looking statements in this release. Such
forward-looking statements speak only as of the date of this release. East
West
Bank expressly disclaims any obligation to update or revise any forward-looking
statements found herein to reflect any changes in Bank's expectations of results
or any change in event.

text:
Julia
Gouw

text: East West Bancorp, Inc.

text: Standard Bank

text: Standard Bank

text: Standard Bank

text: Standard Bank

text: Standard Bank

text: Dominic Ng

text: Standard Bank

text: Standard Bank

text: Standard Bank

text: Standard Bank


text:
EX-99.1
6
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
Julie Blunden
SunPower Corp.
408-240-5577
Susan DeVico
SunPower Corp.
510-339-1527
SunPower Closes PowerLight Acquisition
SunPower to Announce
Fourth-Quarter, Year-end 2006 Results on January 25, 2007
SAN JOSE, Calif., January 10, 2007 -
SunPower Corporation (NASDAQ:
SPWR), a Silicon Valley-based manufacturer of the world's highest-efficiency, commercially available solar cells and solar panels, today announced the closing of its acquisition of PowerLight Corp., a privately owned solar power systems
provider based in Berkeley, Calif.
The PowerLight acquisition is expected to be immediately accretive to SunPower's non-GAAP earnings.1 PowerLight is a leading global provider of large-scale solar power systems, delivering over a decade of experience and
financial value to commercial, public sector, utility and residential customers. PowerLight has designed and deployed hundreds of large-scale solar systems with a total capacity of more than 100 megawatts. SunPower intends to file a registration
statement with the United States Securities and Exchange Commission to register the shares of SunPower's common stock issued in connection with the acquisition for resale by PowerLight shareholders.
SunPower will be hosting a conference call to discuss fourth-quarter and year-end 2006 results, PowerLight 2006 results and guidance for the combined company at 10:30
a.m. Pacific Standard Time on Thursday, January 25, 2007 which can be accessed by dialing +1-517-623-4618, passcode SunPower. The event will also be broadcast over the Internet and can be accessed through SunPower's web site at
http://investors.sunpowercorp.com/. The webcast will be archived for two weeks following the event. Full text of the press release and supplemental financial information will be made available on the SunPower web site at
http://investors.sunpowercorp.com/ on the morning of the conference call.
1
The PowerLight acquisition is expected to be dilutive to SunPower's GAAP earnings until 2009 as a result of amortization charges from intangible assets and
stock-based compensation.
"With the acquisition of PowerLight, SunPower seeks to offer our investors accelerated revenue growth and market
diversification as we deliver faster solar system innovation to our customers", said Tom Werner, SunPower CEO. "Together, we plan to reduce the installed cost of a solar system by half over the next five years. When we achieve that goal,
we believe our solar systems will produce power that can compete with retail electric rates and become a mainstream energy resource. Radically simplifying and improving the customer experience is a crucial step to reducing solar power costs. The
downstream or customer delivery portion of the value chain represents up to 50 percent of today's installed solar system cost. We believe that we can accelerate downstream efficiency gains by combining the technology portfolios, supply chains,
product development expertise and services of our two companies".
As specified in the merger agreement, the total consideration for the acquisition
is $265 million plus stock-based employee retention amounts totaling $67.5 million which vest over two to four years. The aggregate consideration consists of approximately $130.0 million in cash and $202.5 million in stock and is expected to
result in a tax-free merger for PowerLight's shareholders. The stock portion of the purchase consideration is subject to final determination for accounting purposes and is likely to be higher than the amounts specified above based on the
Company's recent stock price.
PowerLight is a wholly-owned subsidiary of SunPower. In the U.S., Germany, Spain, Portugal, Italy, and Korea,
PowerLight designs, develops, operates and maintains solar electric power plants ranging from one megawatt to more than 10 megawatts, including two of the world's largest solar electric power plants. In North America, PowerLight is a leading
integrator of large, multi-hundred-kilowatt commercial rooftop and ground-mounted solar power plants in California, New Jersey, Nevada, and Hawaii. PowerLight's SunTile® integrates SunPower's high-efficiency solar cells directly into roofing material as part of a complete residential solar system
solution selected by more than a dozen leading production homebuilders in California. SunPower now has 1,600 employees in ten sales offices and four manufacturing locations worldwide.
About SunPower
SunPower Corp. (NASDAQ: SPWR) designs, manufactures and markets high-performance solar electric
technology worldwide. SunPower's high-efficiency solar cells and panels generate up to 50 percent more power per unit area than conventional solar technologies and have a uniquely attractive, all-black appearance. SunPower's PowerLight
subsidiary is a leading global provider of large-scale solar power systems, with over 100 megawatts installed. For more information on SunPower please visit the SunPower website at www.sunpowercorp.com. SunPower is a majority-owned subsidiary of
Cypress Semiconductor Corp. (NYSE: CY).
Forward Looking Statement
This press release contains forward looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward looking statements are statements that do not represent historical facts. We use words such as
"believes", "plans" and "expects" and similar expressions to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements related to the benefits of
the proposed transaction between SunPower and PowerLight; our plans and expectations for financial performance, including the accretive or dilutive nature of the transaction and the projected increase in revenue growth as a result of the
acquisition, our ability to meet our long term financial model; and the development and future cost structure of the solar power industry, including our ability to reduce the installed cost of a solar system in half over the next five years or to
compete with retail electric rates in the future. These forward-looking statements are based on information available to us as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and
uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, risks and
uncertainties that could cause actual results to differ include difficulties encountered in integrating the merged businesses; the possibility that expected synergies and cost savings will not be obtained; the uncertainty of business and economic
conditions and growth trends in the solar power industry; our ability to obtain adequate supply of polysilicon and silicon ingots to manufacture our products and the price we pay for such material, our ability to ramp new production lines, our
ability to realize expected manufacturing efficiencies, the possibility of production difficulties, the risk of continuation of supply of products and components from suppliers to PowerLight, including competitors of SunPower, and the continuation
of existing large-scale PowerLight customer projects. These and other risk factors are contained in documents that the company files with the SEC, including the Form 10-K for fiscal 2005 and its recent 10-Qs, as well as filings we make with regard
to the PowerLight transaction and PowerLight. These forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we are under no obligation to, and expressly disclaim any responsibility to, update or
alter our forward-looking statements, whether as a result of new information, future events or otherwise.
###
SunPower is a registered trademark of SunPower Corp. PowerLight is a registered trademark of PowerLight Corp. Cypress is a registered trademark of Cypress
Semiconductor Corp. All other trademarks are the property of their respective owners.

text: SunPower

text: SunPower

text: SunPower

text: PowerLight

text: SunPower

text: SunPower

text: PowerLight Corp.

text: PowerLight

text: SunPower

text: PowerLight

text: PowerLight

text: SunPower

text: SunPower

text: PowerLight

text: SunPower

text: PowerLight

text: SunPower

text: SunPower

text: SunPower

text: PowerLight

text: SunPower

text: PowerLight

text: SunPower

text: SunPower

text: PowerLight

text: PowerLight

text: SunPower

text: PowerLight

text: PowerLight

text: PowerLight

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: PowerLight

text: SunPower

text: SunPower

text: SunPower

text: SunPower

text: PowerLight

text: PowerLight

text: SunPower

text: PowerLight

text: PowerLight

text: PowerLight

text: SunPower

text: SunPower

text: PowerLight

text: PowerLight Corp.


text:
EX-99.1
9
exhibit8.htm
EX-99.1
EX-99.1
[NNN Healthcare/Office REIT, Inc. logo]
Scott D. Peters, Chief Executive Officer
NNN Healthcare/Office REIT, Inc.
1551 N. Tustin Ave., Suite 300
Media Contact: Jill Swartz
714-667-8252 ext. 251
jswartz@1031nnn.com
Santa Ana, CA 92705
714-667-8252
speters@1031nnn.com
NNN HEALTHCARE/OFFICE REIT ACQUIRES FIRST PROPERTIES:
CRAWFORDSVILLE MEDICAL OFFICE PARK AND
ATHENS SURGERY CENTER IN CRAWFORDSVILLE, INDIANA, AND
SOUTHPOINTE OFFICE PARK AND EPLER PARK I IN INDIANAPOLIS, INDIANA
NNN Healthcare/Office REIT announces 6.5% distribution to stockholders
Santa Ana, California, January 23, 2007
- NNN Healthcare/Office REIT, Inc., or the Company,
has acquired its first two properties, Crawfordsville Medical Office Park and Athens Surgery
Center (Crawfordsville) in Crawfordsville, Indiana and Southpointe Office Park and Epler
Parke I (Southpointe) in the Southport community of Indianapolis, Indiana. The acquisitions
closed on January 22, 2007. Additionally, the Company's Board of Directors had previously
approved an initial distribution rate of 6.5% per annum to be paid monthly to stockholders
contingent upon the acquisition of the Company's first property. The Company will pay its
first 6.5% monthly distribution to stockholders of record as of January 31, 2007 on or about
February 15, 2007. As of January 23, 2007, the Company has raised more than $2.6 million
through its initial public offering.
Crawfordsville, located on the St. Clare Medical Center campus, consists of two one-story
buildings, a medical office building and a surgery and imaging center. The property is
master leased and 100% occupied by the Sisters of St. Francis Health Services, Inc. of
Perpetual Adoration. The buildings are a combined 29,000 square feet on 2.91 acres of land.
Located on the north side of Crawfordsville, Interstate 74 lies within a one-minute drive of
the property.
Southpointe consists of seven single-story medical office buildings totaling nearly 97,000
square feet in the heart of the densely populated Southport area of Indianapolis. The
portfolio offers high quality garden office space in a thriving suburban environment with
ready access to I-465 and the city's freeway system, putting tenants within minutes of
downtown Indianapolis and Indianapolis International Airport. Southpointe is located
adjacent to Community Hospital South, a 150 bed hospital that is part of the 1,442 bed
Community Health Network in Indiana. Ranked among the top 40 integrated healthcare networks
in the nation, Community Health Network includes more than 70 sites of care throughout
central Indiana. The property is currently 96% leased to a diverse mix of medical and office
tenants.
"The acquisitions of Crawfordsville and Southpointe are a tremendous launching point for NNN
Healthcare/Office REIT", explained Scott Peters, Chief Executive Officer of NNN
Healthcare/Office REIT. "These are excellent examples of the kind of quality properties our
investors can expect".
Triple Net Properties, LLC, the sponsor of NNN Healthcare/Office REIT, Inc., is a
wholly-owned subsidiary of NNN Realty Advisors, Inc., a nationwide commercial real estate
asset management and services firm. Triple Net Properties, LLC and affiliates manage a
growing portfolio of nearly 32.5 million square feet of real estate, including more than
6,600 apartment units, with a combined market value of approximately $4.3 billion. Triple
Net Properties, LLC and affiliates are currently buying and selling properties throughout the
United States, offering a full range of commercial real estate investments, including
tenant-in-common (TIC) programs for investors structuring tax-deferred (like-kind) exchanges
under Section 1031 of the Internal Revenue Code, real estate investment trusts (REITs),
value-added property funds and institutional investments.
***
This press release contains certain forward-looking statements with respect to the
performance of Crawfordsville Medical Office Park and Athens Surgery Center and the
Southpointe Office Parke and Epler Parke I property; and anticipated distribution rates and
the timing of distributions. Forward-looking statements are statements that are not
descriptions of historical facts and include statements regarding management's intentions,
beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Because such statements include risks, uncertainties and contingencies,
actual results may differ materially from those expressed or implied by such forward-looking
statements. These risks, uncertainties and contingencies include, but are not limited to, the
following: uncertainties relating to changes in general economic and real estate conditions;
uncertainties relating to the implementation of our real estate investment strategy;
uncertainties related to the timing and availability of distributions; and other risk factors
as outlined in the Company's prospectus, as amended from time to time, and as detailed from
time to time in our periodic reports, as filed with the Securities and Exchange Commission.

text: NNN Healthcare/Office REIT, Inc.

text: Scott D. Peters

text: NNN Healthcare/Office REIT, Inc.

text: NNN HEALTHCARE/OFFICE REIT

text: NNN Healthcare/Office REIT

text: NNN Healthcare/Office REIT, Inc.

text:
NNN
Healthcare/Office REIT

text: Scott Peters

text:
NNN
Healthcare/Office REIT

text: NNN Healthcare/Office REIT, Inc.


text:
EX-99.1
2
ex99_1.htm
AutoCoded Document
EXHIBIT 99.1
FOR IMMEDIATE
RELEASE
-------------------------
CONTACT:
James River Coal Company
Elizabeth M. Cook
Director of Financial Reporting
(804) 780-3000
JAMES
RIVER COAL COMPANY ANNOUNCES ACQUISITION OF TRIAD
MINING AND COMPLETION OF FINANCING
TRANSACTIONS
o
Completes
acquisition of Triad Mining, Inc.
o
Completes
equity and debt offerings
o
Completes
refinancing of debt facilities
Richmond,
VA, May 31, 2005 - James River Coal Company (Nasdaq: JRCC), a producer of
steam- and industrial-grade coal, today announced that it had completed the
acquisition of Triad Mining, Inc., for a purchase price of $75 million,
consisting of $64 million in cash and shares of the Company's common stock
with a market value equal to $11 million. The cash portion of the purchase price
was financed with proceeds from the Company's offerings. Triad owns and
operates six surface mines and one underground mine in Southern Indiana.
The
Company also announced that it had simultaneously completed its concurrent
offerings of 3,500,000 shares of common stock and $150,000,000 of 9.375% senior
notes due 2012. Of the total equity offering, 1,500,000 shares were sold by the
Company and 2,000,000 shares were sold by certain shareholders of the Company.
The Company received proceeds of approximately $191 million from those
offerings, after underwriting discounts and commissions.
In
addition, the Company announced that it had entered into a new $100 million
senior secured credit facility with PNC Bank, National Association; Morgan
Stanley Senior Funding, Inc.; and its lending syndicate. The facility consists
of a $75 million letter of credit facility and a $25 million revolving credit
facility. In connection with entering into the new facility, the Company repaid
in full its previously existing Senior Secured Credit Facility and its Term
Credit Facility.
FORWARD-LOOKING
STATEMENTS: Certain statements in this press release, and other written or oral
statements made by or on behalf of us, are "forward-looking
statements" within the meaning of the federal securities laws. Statements
regarding future events and developments and our future performance, as well as
management's expectations, beliefs, plans, estimates or projections
relating to the future, are forward-looking statements within the meaning of
these laws. These forward-looking statements are subject to a number of risks
and uncertainties. These risks and uncertainties include, but are not limited
to, the following: a change in the demand for coal by electric utility
customers; the loss of one or more of our largest customers; inability to secure
new coal supply agreements or to extend existing coal supply
agreements market prices;
failure to exploit additional coal reserves, including contiguous reserves to those
currently held by Triad; inability to sell the coal from Mine 15 into the metallurgical
coal market; failure to diversify our operations; increased capital expenditures;
encountering difficult mining conditions; increased compliance costs; bottlenecks or
other difficulties in transporting coal to our customers; lack of availability of
financing sources; the effects of regulation and competition; additional turnover of
employees and independent contractors; the risk that the Company is unable to
successfully integrate the Triad business; and the risk factors detailed in our S-1
registration statement initially filed with the Securities and Exchange Commission on
April 19, 2005, which factors are incorporated herein by reference. Management believes
that these forward-looking statements are reasonable; however, you should not place
undue reliance on such statements. These statements are based on current expectations
and speak only as of the date of such statements. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of future events,
new information or otherwise.
Additional
information concerning these and other factors can be found in James River Coal
Company's public filings with the Securities and Exchange Commission.

text: James River Coal Company

text: Elizabeth M. Cook

text:
JAMES
RIVER COAL COMPANY

text:
TRIAD
MINING

text: Triad Mining, Inc.

text: James River Coal Company

text: Triad Mining, Inc.

text:
James River Coal
Company


text:
EX-99.1
2
d109547dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
V99 Completes Acquisition of Telenav
Telenav Stockholders Receive $4.80 Per Share in Cash
SANTA CLARA, CA - February 17, 2021 - Telenav, Inc. a leading provider of
connected-car
and
location-based services, today announced that it has completed its
"go-private"
transaction with V99, Inc., a Delaware corporation led by HP Jin,
Co-Founder,
President, and Chief Executive Officer of Telenav. Under the terms of the previously announced definitive merger agreement, V99 has acquired Telenav for $4.80 per share in an all cash transaction.
"Today marks an important day in Telenav's history", said Mr. Jin. "Moving forward as a private company, we will have greater
flexibility to execute on our
connected-car
strategy and accelerate our growth. I would like to thank Telenav's employees for their dedication and hard work throughout this process. I look forward to
leading Telenav as we progress towards a
connected-car
future and continue to innovate. I am confident Telenav is well positioned to thrive in this exciting new chapter".
The definitive merger agreement was signed on November 2, 2020 and received approval from Telenav stockholders on February 16, 2021. As a result of
the transaction completion, Telenav is now a private company and its stock is no longer listed on any public market as of market open on February 17, 2021. Telenav will continue to be headquartered in Santa Clara, California.
B. Riley Securities, Inc. and Wilson Sonsini Goodrich & Rosati, P.C. served as financial advisor and legal advisor, respectively, to the Special
Committee of the Board of Directors of Telenav. Norton Rose Fulbright US LLP served as legal advisor to V99, Inc.
About Telenav, Inc.
Telenav is a leading provider of connected car and location-based services, focused on transforming life on the go for people - before, during, and after every
drive. Leveraging our location platform, we enable our customers to deliver custom connected car and mobile experiences. To learn more about how Telenav's location platform powers personalized navigation, mapping, big data intelligence, social
driving, and location-based advertising, visit www.telenav.com.
"Telenav" and the "Telenav" logo are registered trademarks of
Telenav, Inc. Unless otherwise noted, all other trademarks, service marks, and logos used in this press release are the trademarks, service marks or logos of their respective owners.
© 2021 Telenav, Inc. All Rights Reserved.
TNAV-F
TNAV-C
Contacts
Bishop IR
Mike Bishop
415-894-9633
IR@telenav.com
OR
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Rose Temple
212-355-4449

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: B. Riley Securities, Inc.

text: Wilson Sonsini Goodrich & Rosati, P.C.

text: Telenav

text: Norton Rose Fulbright US LLP

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav

text: Telenav


text:
EX-99.1
5
a991greenbankpressrelease.htm
EXHIBIT 99.1
Exhibit
Exhibit 99.1
VERITEX HOLDINGS, INC. COMPLETES ACQUISITION OF GREEN BANK AND IS NOW ONE OF THE 10 LARGEST BANKS HEADQUARTERED IN TEXAS
Dallas, TX - January 1, 2019 - Veritex Holdings, Inc. (NASDAQ: VBTX) ("Veritex" or "the Company"), the holding company for Veritex Community Bank, completed its acquisition of Houston-based Green Bancorp, Inc., the holding company for Green Bank, on January 1, 2019. This is Veritex's seventh acquisition in its eight-year history, making it one of the ten largest banks headquartered in Texas. Veritex Bank now has 43 full-service branch locations in Texas, with a concentration in the DFW and Houston metroplexes.
Green Bancorp reported total assets of $4.4 billion, total deposits of $3.4 billion, and total equity capital of $490.2 million, as of the end of the third quarter of 2018. The combined company will have approximately $8 billion in assets.
"Our vision for Veritex Community Bank is to continue to build the highest quality community-focused business bank in Texas. The acquisition of Green aligns with our vision to acquire highly-profitable, quality Texas banks with talented management teams", said Veritex Chairman and Chief Executive Officer C. Malcolm Holland. "This acquisition more than doubles our size in terms of employees, assets and branch locations, and enhances our value proposition to be the bank of choice for businesses in our markets".
About Veritex Holdings, Inc.
Veritex Community Bank is a mid-sized community bank serving its customers with a full suite of banking products and services. Veritex bank has total assets of approximately $8 billion. Veritex bank specializes in providing depository and credit services to retail and small- to mid-size businesses. The name "Veritex" is derived from the Latin word "veritas", meaning truth, and "Texas." Veritex bank was founded in 2010 and now has 43 branches located in Dallas, Fort Worth, Austin, Honey Grove and Houston and one located in Louisville, KY.
For more information, visit www.veritexbank.com
Media Contact:
LaVonda Renfro
972-349-6200
lrenfro@veritexbank.com
Investor Relations:
Susan Caudle
972-349-6132
scaudle@veritexbank.com
Forward-Looking Statements
This press release includes "forward-looking statements", within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the impact Veritex expects its acquisition of Green Bancorp to have on Veritex's operations, financial condition, and financial results, and Veritex's expectations about its ability to successfully integrate the combined businesses and the amount of cost savings and overall operational efficiencies Veritex expects to realize as a result of the acquisition. Forward-looking statements may also include statements about Veritex's future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Further, certain factors that could affect future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the possibility that the businesses of Veritex and Green
Exhibit 99.1
will not be integrated successfully, that the cost savings and any synergies from the acquisition may not be fully realized or may take longer to realize than expected, disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Veritex has (or Green had) business relationships, diversion of management time on integration-related issues, the reaction to the transaction of the companies' customers, employees and counterparties and other factors, many of which are beyond the control of Veritex. We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Veritex's Annual Report on Form 10-K for the year ended December 31, 2017 and any updates to those risk factors set forth in Veritex's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC and are available on the SEC's website at www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or if Veritex's underlying assumptions prove to be incorrect, actual results may differ materially from what Veritex anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Veritex does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

text: VERITEX HOLDINGS, INC.

text: Veritex Holdings, Inc.

text: Veritex

text: Veritex

text: Green Bancorp, Inc.

text: Veritex

text: Veritex

text: Green Bancorp

text: Veritex

text: Veritex

text: Veritex Holdings, Inc.

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Green Bancorp

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex

text: Veritex


text:
EX-99
2
ex99-08202012_060812.htm
Secconnect.com
First
PacTrust
Bancorp Completes Acquisition of Gateway Business Bank
IRVINE, California, August 20, 2012
-
First
PacTrust
Bancorp, Inc
.
(
Nasdaq
: BANC) (
"
First
PacTrust
"
), the multi-bank holding company for
PacTrust
Bank
and
Beach Business Bank
,
announced today the closing of its acquisition of
Gateway Business Bank
(
"
Gateway
"
). Total consideration for the acquisition was $15.5 million, or approximately 60% of Gateway
'
s tangible common equity as of June 30, 2012.
Immediately following the closing, Gateway was merged into
PacTrust
Bank, a subsidiary of First
PacTrust
, and each of its branches opened today as branches of
PacTrust
Bank. As a result of the merger, Mission Hills Mortgage Bankers (a division of Gateway), including its 22 loan production offices in California, Arizona, Oregon and Washington, became a division of
PacTrust
Bank.
"
We are excited about completing the merger of Gateway and
PacTrust
Bank and welcome our new customers to our strong and growing bank,
"
said Gregory Mitchell, CEO of
PacTrust
Bank.
About First
PacTrust
Bancorp
Based in Irvine, Calif.,
First
PacTrust
Bancorp
, Inc. is the holding company of
PacTrust
Bank
and
Beach Business Bank
, which operate branch locations in Los Angeles, Orange, San Diego and Riverside counties.
PacTrust
Bank gives customers convenient account access choices through 30,000 surcharge-free ATM locations nationwide, as well as mobile, online and telephone banking. In addition to providing a full range of consumer and business deposit and loan services,
PacTrust
is one of the few institutions that offer free checking, maintaining a client focused reputation built on its four core principles of service, choice, value and trust. Including its recently completed acquisition of Beach Business Bank and the completion of the Gateway acquisition today, First
PacTrust
will have approximately $1.6 billion in assets and operate a total of 19 banking offices and 23 loan production offices in California, Arizona, Oregon and Washington.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the
"
Safe-Harbor
"
provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in First
PacTrust
'
s
filings with the Securities and Exchange Commission. Risks and uncertainties related to First
PacTrust
include, but are not limited to, (1) the process of converting and re-opening Gateway
'
s branch operations as
PacTrust
Bank branches; (2) risks that the acquisitions of Beach Business Bank and Gateway will disrupt current plans and operations and the potential difficulties in employee retention as a result of these transactions; (3) the amount of the costs, fees, expenses and charges related to these transactions; (4) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (5) continuation of the historically low short-term interest rate environment; (6) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions or regulatory developments; (7) increased levels of non-performing and repossessed assets that may result in future losses; (8) greater than anticipated deterioration or lack of sustained growth in the national or local economies; (9) changes in state and federal legislation, regulations or policies applicable to banks or other financial service providers, including regulatory or legislative developments, like the Dodd-Frank Wall Street Reform and Consumer Protection Act, arising out of current unsettled conditions in the economy; (10) the results of regulatory examinations; and (11) increased competition with other financial institutions. You should not place undue reliance on forward-looking statements, and First
PacTrust
undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
Contact:
Media Inquiries:
PondelWilkinson
George Medici
310-279-5968
gmedici@pondel.com
or
Investor Relations Inquiries:
First
PacTrust
Bancorp, Inc.
Gregory A. Mitchell, CEO
(949) 236-5200
investor.relations@pactrustbank.com

text:
First
PacTrust
Bancorp

text: Gateway Business Bank

text:
First
PacTrust
Bancorp, Inc
.

text: Gateway Business Bank

text: Gregory Mitchell

text:
First
PacTrust
Bancorp

text:
First
PacTrust
Bancorp

text:
First
PacTrust
Bancorp

text: Gregory A. Mitchell


text:
EX-99.1
2
knx-exhibit9917062021.htm
AAA COOPER ACQUISITION PRESS RELEASE
Document
Exhibit 99.1
KNIGHT-SWIFT TRANSPORTATION ADDS LESS-THAN-TRUCKLOAD GROWTH PLATFORM THROUGH ACQUISITION OF AAA COOPER
PHOENIX, ARIZONA - On Monday, July 5, 2021, Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift"), acquired 100% of Dothan, Alabama-based AAA Cooper Transportation and an affiliated entity ("AAA Cooper"). AAA Cooper is a leading less-than-truckload ("LTL") carrier that also offers dedicated contract carriage and ancillary services. The transaction is expected to be immediately accretive to Knight-Swift's adjusted earnings per share ("Adjusted EPS"1).
Knight-Swift CEO, Dave Jackson, expressed the following, "We have long had interest in the LTL space and admired the success of AAA Cooper. We feel honored to be stewards of the AAA Cooper brand and, similar to previous acquisitions, AAA Cooper will continue to operate independently, while benefitting from the many synergies we expect through Knight-Swift. Reid Dove has been appointed to the Knight-Swift board of directors and will continue to be the CEO of AAA Cooper.
"In seeking our first LTL partner, we had three main requirements - the scale for entry with significant market share, the profitability and management depth to operate independently and provide a platform for compelling growth opportunities, and a world class culture. We were excited to have identified AAA Cooper as a partner that meets all three requirements, and I couldn't be happier to finally find the right time for both of us to create a partnership. This transaction firmly positions us as a meaningful player in the LTL space, where we intend to grow both organically and through future acquisitions".
Reid Dove, CEO of AAA Cooper, noted, "Joining the Knight-Swift team is an exciting combination for the AAA Cooper team members and customers. It will allow us to pursue new opportunities and accelerate our growth. We will continue to operate as an independent company, headquartered in Dothan, Alabama, and will do so with the support and partnership of the strongest provider in the full truckload space. This is the fusion of two excellent companies in their respective sectors of the transportation industry, which makes this a win for our people, our customers, and for the newly expanded Knight-Swift team".
About AAA Cooper
AAA Cooper is expected to generate approximately $780 million in revenue, $140 million in EBITDA1, and $80 million in operating income for full-year 2021. AAA Cooper serves its blue-chip customer list through an extensive network of approximately 70 facilities (90% owned, with the remainder leased), consisting of a terminal door count of over 3,400, strategically located across the southeastern and midwestern United States. Nationwide service is provided through affiliations with other leading regional and national LTL companies. AAA Cooper's fleet includes nearly 3,000 tractors and 7,000 trailers, which execute at an operating ratio in the high 80's to low 90's. The company's highly skilled and efficient workforce includes approximately 4,800 associates. For each of the last five years AAA Cooper has been named one of America's Best Mid-sized Employers by Forbes Magazine2.
About the Transaction
The enterprise value of the transaction was $1.35 billion. The purchase price consideration consisted of $1.3 billion in cash, $10 million in Knight-Swift shares, and approximately $40 million in assumed debt, net of cash. Cash for the transaction was funded from a new $1.2 billion term loan provided by Bank of America to Knight-Swift, as well as existing Knight-Swift liquidity.
AAA Cooper was an S corporation for tax purposes, and the transaction included an election under Internal Revenue Code Section 338(h)(10).
The transaction is expected to be accretive to Knight-Swift's Adjusted EPS1 during the third quarter of 2021. On a longer-term basis, the parties have identified multiple areas of revenue and cost synergies that are expected to lead to growth and margin expansion consistent with Knight-Swift's return on investment targets, while preserving AAA Cooper's brand, locations, people, and culture.
Advisors
Scudder Law Firm, P.C., L.L.O. of Lincoln, Nebraska served as Knight-Swift's transaction and legal advisor and Maynard Cooper & Gale, LLP served as AAA Cooper's transaction and legal advisor. SJ Consulting Group, Inc. also provided advisory services to Knight-Swift in connection with the transaction.
Exhibit 99.1
About Knight-Swift:
Knight-Swift Transportation Holdings Inc. is a provider of multiple transportation and logistics services using a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
Conference Call:
Knight-Swift will hold a conference call on July 6, 2021, at 10:30 AM EDT, to further discuss the AAA Cooper acquisition. The dial-in number for this conference call is 1-855-733-9163. Slides to accompany this call will be posted on the company's website and will be available to download prior to the scheduled conference time. To view the presentation, please visit https://investor.knight-swift.com/events-and-presentations/, "Knight-Swift Transportation Adds Less-Than-Truckload Growth Platform Through Acquisition of AAA Cooper".
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally may be identified by words such as "anticipates", "believes", "estimates" "plans", "projects", "expects", "hopes", "intends", "will", "could", "may", and terms and phrases of similar substance. In this press release, forward-looking statements cover matters such as the future operations and performance of AAA Cooper and Knight-Swift. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Accordingly, actual results may differ from those set forth in the forward-looking statements. Readers should review and consider the factors that may affect future results and other disclosures by Knight-Swift in its press releases, stockholder reports, Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. Knight-Swift disclaims any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
________
1The terms "Adjusted EPS" and "EBITDA", as we define them, are not presented in accordance with GAAP. Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization, noncash impairments, and certain other unusual noncash items, as applicable. EBITDA is defined as net income (loss) before interest, income taxes, depreciation, and amortization.
These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the board of directors focus on Adjusted EPS and EBITDA as key measures of our performance. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted EPS and EBITDA are not substitutes for their comparable GAAP financial measures, such as EPS, net income, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.
We cannot estimate on a forward-looking basis, the impact of certain income and expense items on EBITDA, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our estimate of EBITDA.
2Source: Forbes.com
Contact: David Jackson, President and CEO, or Adam Miller, CFO - (602) 606-6349

text: AAA COOPER

text: KNIGHT-SWIFT TRANSPORTATION

text: AAA COOPER

text: AAA Cooper Transportation

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: Reid Dove

text: AAA Cooper

text: AAA Cooper

text: Reid Dove

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: AAA Cooper

text: Scudder Law Firm, P.C., L.L.O

text: Maynard Cooper & Gale, LLP

text: AAA Cooper

text: SJ Consulting Group, Inc.

text: AAA Cooper

text: Knight-Swift Transportation

text: AAA Cooper

text: AAA Cooper

text: David Jackson

text: Adam Miller