text:
EX-99.2
2
ex99-2.htm
PRO FORMA FINANCIAL STATEMENTS.
EX99-2
Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The Unaudited Pro Forma Financial Statements (pro forma financial statements) reflecting the sale of assets (the "asset sale") by Mainland to Exco have been derived from the historical financial statements of Mainland Resources.
The Unaudited Pro Forma Statements of Income (pro forma statements of income) for the year ended February 28, 2010 give effect to the asset sale as if it were completed on the effective date of January 1, 2010. The Unaudited Pro Forma Balance Sheet (pro forma balance sheet) as of February 28, 2010 gives effect to the asset sale as if it were completed on the effective date of January 1, 2010.
The historical financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are: (1) directly attributable to the asset sale; and (2) factually supportable.
Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the pro forma financial statements. Since the pro forma financial statements have been prepared based on preliminary estimates, the final amounts recorded at the date of the closing of the asset sale may differ materially from the information presented. These estimates are subject to change pending further review of the assets sold and any related assets or liabilities assumed by the purchaser.
The pro forma financial statements have been presented for illustrative purposes only and are not necessarily indicative of results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations or financial position of the combined company.
The following pro forma financial statements should be read in conjunction with:
the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements;
the financial statements of Mainland Resources as of and for the year ended February 28, 2010, included in Mainland Resources' Form 10-K,
the unaudited interim financial statements of Mainland Resources as of and for the three months ended May 31, 2010, included in Mainland Resources' Form 10-Q,
MAINLAND RESOURCES INC
PRO-FORMA BALANCE SHEET
AS AT FEBRUARY 28, 2010
REFLECTING DIVESTITURE OF HAYNESVILLE ASSETS IN
EAST HOLLY FIELD, LA TO EXCO
CURRENT ASSETS
Cash
$ 10,417,857
Accounts Receivable
-
Prepaid expenses
31,918
Total Current Assets
10,449,311
OIL AND GAS PROPERTIES
Proved, net of accumulated depletion
-
Unproved
3,534,436
Total Oil and Gas Properties
3,534,436
TOTAL ASSETS
13,983,747
CURRENT LIABILITIES
Accounts payable and accrued liabilities
711,044
Income Taxes Payable
2,600,000
TOTAL CURRENT LIABILITIES
3,311,044
STOCKHOLDERS' EQUITY
Common stock, 400,000,000 shares authorized with $0.0001 par value
Issued and outstanding-80,969,502 common shares
8,097
Additional paid-in-capital
18,369,089
Deficit accumulated during exploration stage
(7,704,483)
10,672,703
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
13,983,747
Year Ended
February 28, 2010
(Unaudited)
Year Ended
February 28, 2009
(Audited)
Year Ended
February 29, 2008
(Audited)
GENERAL AND ADMINISTRATIVE EXPENSES
Consulting Fees
311,334
595,374
-
Management and rent fees-related parties
250,164
126,400
8,627
Mineral Property costs
-
-
10,070
Marketing expenses
560,025
921,107
-
Office and general
123,101
82,798
58,657
Professional fees
490,858
243,710
67,169
Salary Expense
1,148,000
12,002,685
-
2,883,482
13,972,074
144,523
NET OPERATING LOSS
(2,883,482)
(13,972,074)
(144,523)
OTHER ITEMS
Interest Income
1,070
7,399
-
Loss on abandonment on option deposit
(1,300,000)
33,239
-
NET LOSS FROM CONTINUING OPERATIONS
(4,182,412)
(13,931,436)
(144,523)
DISCONTINUED OPERATIONS
Income/(Loss) from Discontinued Operations
(34,575)
355,256
-
Gain on disposition of discontinued operations, net of tax expense of $2,600,000
10,244,463
-
-
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS
10,209,888
355,256
-
NET INCOME/(LOSS)
6,027,476
(13,576,180)
(144,523)
Foreign currency translation adjustment
-
422
(617)
COMPREHENSIVE INCOME/(LOSS)
6,024,476
(13,575,758)
(145,140)
BASIC INCOME/(LOSS) PER COMMON SHARE
From Continuing Operations
$
(0.05)
$
(0.18)
$
(0.01)
From Discontinued Operations
$
0.13
$
-
$
-
$
0.07
$
(0.18)
$
(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC
80,569,066
77,055,822
26,106,803
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Note 1. Basis of Pro Forma Presentation
The pro forma Statements of Income for the year ended February 28, 2010, give effect to the asset sale as if it were completed on the effective date of January 1, 2010. The pro forma balance sheet as of February 28, 2010 gives effect to the asset sale as if it were completed on the effective date of January 1, 2010.
The pro forma financial statements have been derived from the historical financial statements of Mainland Resources. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the pro forma financial statements. Since the pro forma financial statements have been prepared based upon preliminary estimates, the final amounts recorded at the date of the closing of the asset sale and any final adjustments may differ materially from the information presented. These estimates are subject to change pending further review of the assets sold and any assets or liabilities assumed by the purchaser.
Estimated costs, including repayment of debt owed to Guggenheim, have been included in the pro forma income statement and balance sheet.
Note 2. Sale of Oil and Gas Properties
Subsequent to the year ended February 28, 2010, on April 22, 2010, the Company closed the sale of its Haynesville Shale assets in East Holly Field, DeSoto Parish, Louisiana. The assets were sold to Exco Operating Company, LP. a wholly owned subsidiary of EXCO Resources, for $28,159,604 effective January 1, 2010. The Company has sold its 40% working interest in all rights deeper than the base of the Cotton Valley formation (which has been defined to be 100 feet below the stratigraphic equivalent of the Cotton Valley formation and includes all of the Company's producing wells as described above) in the East Holly Field. The Company continues to own a 100% interest in all rights above this depth and specifically, in the Cotton Valley, Hosston and Upper Bossier sections.
As the asset sale had not closed as of the year ended February 28, 2010, the audited financial statements for the year ended February 28, 2010 reflected the transaction as Assets and Liabilities Held for Sale (refer to Notes 3, 5 and 9 of the audited financial statements).
Note 5 of the audited financial statements for the year ended February 28, 2010 outlined the use of proceeds from the asset sale. The Company used part of the proceeds of the asset sale to Exco to retire its debt to Guggenheim and to re-acquire the overriding royalty interests granted to Guggenheim in the DeSoto Acreage. The assets and liabilities related to this disposal were reclassified as of February 28, 2010 and include the promissory note payable to Guggenheim totalling $10,278,485 being classified as liabilities held for sale and the unamortized deferred financing costs totalling $1,070,941 being classified as assets held for sale (refer to Note 9 of the audited financial statements for the year ended February 28, 2010).
Note 3. Pro Forma Adjustments
The pro forma adjustments included in the pro forma financial statements are as follows:
(a) Cash- Proceeds of the asset sale, net of repayment of the debt to Guggenheim and other related closing costs, have been recorded as cash.
(b) Income taxes -- Adjustment reflects the income tax effect of the pro forma adjustments, which was calculated using a 35% rate, approximating statutory income tax rates.
(c) Property, Plant and Equipment -- Adjustment reflects the asset sale on the effective date of January 1, 2010
(d) Debt -- In connection with the financing agreement with Guggenheim, Mainland Resources must repay the entire debt outstanding from the proceeds of the asset sale.

text: Mainland

text: Exco

text: Mainland Resources

text: Mainland Resources

text: Mainland Resources

text: Mainland Resources

text: Mainland Resources

text: MAINLAND RESOURCES

text: EXCO

text: Mainland Resources

text: Exco Operating Company, LP.

text: EXCO Resources

text: Exco

text: Mainland Resources


dataset: buster

text:
EX-99.1
4
tm1917575d25_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
VMware Completes Acquisition of Pivotal
VMware, Combined with Pivotal, Committed
to Connecting Infrastructure and Application Owners to Accelerate Software Delivery and Drive Business Outcomes
PALO ALTO, Calif., December 30, 2019
- VMware,
Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced it has completed the acquisition of Pivotal Software,
Inc. ("Pivotal"), a leading cloud-native platform provider. As a result of the completion of the acquisition, Pivotal's
Class A common stock was removed from listing on the New York Stock Exchange with trading suspended prior to the open of the market
today, and Pivotal will now operate as a wholly owned subsidiary of VMware. The transaction represented an enterprise value for
Pivotal of approximately $2.7 billion.
Pivotal's offerings will be core to the VMware Tanzu portfolio
of products and services designed to help customers transform the way they build, run and manage their most important applications,
with Kubernetes as the common infrastructure substrate. The combination of Pivotal's developer-centric offerings with VMware's
upstream Kubernetes run-time infrastructure and management tools will deliver a comprehensive enterprise solution that enables
dramatic improvements in developer productivity in the creation of modern applications. VMware is able to offer product building
blocks and integrated solutions that are tested and proven with technical expertise that customers need to accelerate software
delivery across data center, cloud and edge environments.
"It's my pleasure to announce Ray O'Farrell as the leader
of VMware's new Modern Applications Platform business unit-uniting the Pivotal and VMware Cloud Native Applications
teams", said Pat Gelsinger, CEO, VMware. "And as Pivotal is now part of VMware, I want to thank the Pivotal leadership
team for building a great company. Together, we're poised to be the leading enabler of Kubernetes with a deep understanding
of both operators and developers".
"Digital transformation and the applications that drive
it should not be restricted only to cloud and software giants", said Ray O'Farrell, executive vice president and general
manager, Modern Applications Platform Business Unit, VMware. "We believe that modern application development solutions and
practices need to be easily accessible to everyday enterprises across the globe. With Pivotal's developer capabilities as
the foundation, we'll focus on delivering consumable, enterprise-ready cloud native offerings to customers to help them achieve
better business outcomes".
"Pivotal has fundamentally changed how the world's
biggest brands build and manage software with a focus on developer productivity through platform abstractions and development techniques
as well as connecting the business with the developer", said Edward Hieatt, senior vice president, customer success, Pivotal.
"The combination of Pivotal and VMware offers the most comprehensive application platform in the industry and is a win for
our customers, a win for Pivotal, and a win for VMware. We're excited to team up with VMware to help more enterprises become
like modern software companies by adopting DevOps and Lean techniques developed by internet giants and the startup community".
Numerous mutual customers including Raytheon have reacted positively
to the news of the acquisition.
Here is Raytheon's impression of the combination
of VMware and Pivotal:
"By working with both Pivotal and VMware, we've
been able to completely transform how we write software for our military and government customers", said Todd Probert, Vice
President for C2, Space and Intelligence at Raytheon. "Combining these companies under a single umbrella is going to make
it possible for my team to get code to our customers even faster and easier".
Pursuant to the acquisition, holders of Pivotal's Class
A common stock are entitled to receive $15.00 per share in cash, without interest and less applicable withholding tax. Dell Technologies
is entitled to receive 0.0550 of a share of VMware's Class B common stock per each share of Pivotal's Class B common
stock that Dell owns directly or indirectly through its subsidiaries (other than shares owned by VMware).
About VMware
VMware software powers the world's complex digital infrastructure. The company's cloud, networking and security, and
digital workspace offerings provide a dynamic and efficient digital foundation to customers globally, aided by an extensive ecosystem
of partners. Headquartered in Palo Alto, California, VMware is committed to being a force for good, from its breakthrough innovations
to its global impact. For more information, please visit
https://www.vmware.com/company.html
.
About Pivotal
Pivotal combines our cloud-native platform, developer tools, and unique methodology to help the world's largest companies
transform the way they build and run their most important software applications. Our technology is used by Global 2000 companies
to achieve strategic advantages in software development and IT operations. Learn more at pivotal.io.
Additional Resources
·
For
an executive perspective from Ray O'Farrell, read the post:
VMware + Pivotal:
Combining the Skills, People and Leadership to Deliver Modern Apps to the Enterprise
·
For
an executive perspective from Alex Wang, read the post:
Reflections on the Close of
the Pivotal and Carbon Black Acquisitions
·
Learn
more about the initial announcement here:
VMware Signs Definitive Agreement to Acquire
Pivotal Software
VMware and Tanzu are registered trademarks or trademarks
of VMware, Inc. or its subsidiaries in the United States and other jurisdictions.
Source: Pivotal Investor Relations
Contacts
Eloy Ontiveros
VMware Global Communications
eontiveros@vmware.com
1-650-427-6145
Paul Ziots
VMware Investor Relations
pziots@vmware.com
1-650-427-3267
Pivotal, Media:
press@pivotal.io
Forward-Looking Statements
This press release contains forward-looking statements
including, among other things, statements regarding the planned combination of Pivotal technology with VMware's Tanzu
portfolio, the expected technical advances available from such combination and its potential benefits to developers and
customers and customer acceptance of the enhanced Tanzu portfolio. These forward-looking statements are subject to the safe
harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (1)
the risk that Pivotal's integration with VMware will not be successful; (2) disruptions from the transaction that may
make it more difficult to maintain business and operational relationships; (3) efforts from competitors to disrupt VMware and
Pivotal's relationships with existing and potential mutual customers; (4) the ability to efficiently integrate
Pivotal's customer relationships, go-to-market activities and service and support activities with VMware's; (5)
competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into
the modern application development and solutions industries, and new product and marketing initiatives by VMware's
competitors; (6) VMware's customers' ability to transition to new products and computing strategies such as
modern application development and solutions; (7) VMware's ability to enter into, maintain and extend strategically
effective partnerships and alliances; (8) the uncertainty of customer acceptance of emerging technology; (9) rapid
technological changes in the virtualization software and cloud, end user, security, modern application development and mobile
computing industries; (10) changes to product and service development timelines; (11) VMware's relationship with Dell
Technologies and Dell's ability to control matters requiring stockholder approval, including the election of
VMware's board members and matters relating to Dell's investment in VMware; (12) VMware's ability to
protect its proprietary technology; (13) VMware's ability to attract and retain highly qualified employees; (14)
disruptions resulting from key management changes; (15) changes in VMware's financial condition; and (16) risks
associated with cyber-attacks, information security and privacy. These forward-looking statements are made as of the date of
this press release, are based on current expectations and are subject to uncertainties and changes in condition,
significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange
Commission, including VMware's most recent reports on Form 10-K and Form 10-Q and current reports on Form 8- K that we
may file from time to time, which could cause actual results to vary from expectations. VMware assumes no obligation to, and
does not currently intend to, update any such forward-looking statements after the date of this release.

label: organization

text: VMware

text: Pivotal

text: VMware

text: Pivotal

text:
VMware,
Inc.

text:
Pivotal Software,
Inc.

text: Pivotal

text: Pivotal

text: Pivotal

text: VMware

text: Pivotal

text: Pivotal

text: VMware

text: Pivotal

text: VMware

text: VMware

text: VMware

text: Pivotal

text: VMware

label: person

text: Pat Gelsinger

text: VMware

text: Pivotal

text: VMware

text: Pivotal

text: VMware

text: Pivotal

text: Pivotal

text: Pivotal

text: Pivotal

text: VMware

text: Pivotal

text: VMware

text: VMware

text: VMware

text: Pivotal

text: Pivotal

text: VMware

text: Todd Probert

text: Pivotal

text: VMware

text: Pivotal

text: VMware

text: VMware

text: VMware

text: VMware

text: Pivotal

text: Pivotal

text: VMware

text: Pivotal

text: Pivotal

text: VMware

text: Pivotal Software

text: VMware

text: VMware, Inc.

text: Pivotal

text: VMware

text: VMware

text: Pivotal

text: Pivotal

text: VMware

text: Pivotal

text: VMware

text: VMware

text: Pivotal

text: Pivotal

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

text: VMware

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
dex991.htm
PRESS RELEASE
Press Release
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACTS:
Nautilus, Inc.
Integrated Corporate Relations, Inc.
Ron Arp
John Mills
(360)418-6169
(310)395-2215
NAUTILUS ANNOUNCES
CLOSING THE ACQUISITION OF PEARL IZUMI
VANCOUVER, Wash. - (July 7,
2005)
- Nautilus, Inc. (NYSE: NLS) announced today that it has closed its previously announced acquisition of PEARL iZUMi USA, a leading provider of high-performance fitness apparel and footwear for cyclists, runners and fitness
enthusiasts. The purchase price was $68.6 million plus $5.4 million of assumed debt.
About Nautilus, Inc.
Headquartered in Vancouver, Wash.,
Nautilus, Inc. (NYSE:NLS)
helps people achieve a fit and healthy lifestyle through proper exercise, rest and nutrition. With a brand portfolio that includes Nautilus®, Bowflex®, Schwinn®Fitness, StairMaster®, Trimline® and
PEARL iZUMi®, Nautilus manufactures and markets a complete line of innovative health and fitness products through direct, commercial, retail, specialty and international channels. The Company was formed in 1986 and had sales of $524 million in
2004. It has 1,400 employees and operations in Washington, Colorado, Oklahoma, Texas, Illinois, Virginia, Canada, Switzerland, Germany, United Kingdom, Italy, China, and other locations around the world. More information is at
www.nautilus.com
.

text: Nautilus, Inc.

text: NAUTILUS

text: PEARL IZUMI

text: Nautilus, Inc.

text: PEARL iZUMi USA

text: Nautilus, Inc.

text: Nautilus, Inc.

text: Nautilus

text: PEARL iZUMi

text: Nautilus


text:
EX-99.1
2
exhibit1.htm
EX-99.1
EX-99.1
Business and Financial Editors: For Immediate Release
THE BANK HOLDINGS COMPLETES MERGER WITH NNB HOLDINGS, INC
.
Reno, NV - November 6, 2006 - The Bank Holdings (NASDAQ: TBHS) announced completion of the merger
of NNB Holdings, Inc. with and into The Bank Holdings effective today. On May 17, 2006, The Bank
Holdings and NNB Holdings, Inc. announced the signing of a definitive agreement with shareholders
of both companies approving the acquisition on October 4, 2006. Subsequently, all necessary
regulatory approvals were granted. In connection with the acquisition, Northern Nevada Bank,
subsidiary of NNB Holdings, Inc. has also been merged with and into Nevada Security Bank,
subsidiary of The Bank Holdings.
The Bank Holdings is paying $7.5 million in cash and will issue 1,426,208 shares of common stock to
shareholders of NNB Holdings, Inc., resulting in a transaction value of approximately $27.6 million
based upon the average closing price for the fifteen trading days ending on October 30, 2006.
Total consideration to be paid in the merger is $35.1 million and the exchange ratio is 1.87 shares
of The Bank Holdings common stock for each share of NNB Holdings, Inc. common stock. After
adjusting for severance payments and merger expenses, the transaction value to NNB Holdings, Inc.
shareholders is $36.22 per share. NNB Holdings, Inc. shareholders will have the option of electing
to receive newly issued shares of The Bank Holdings common stock, cash or a combination of common
stock and cash subject to allocation and pro-ration provisions of the definitive agreement. If
elections to receive The Bank Holdings common stock exceed 1,426,208 shares or cash elections
exceed $7.5 million, an allocation procedure will be applied and shareholders may receive a
combination of cash and common stock shares.
Hal Giomi, The Bank Holdings' Chief Executive Officer, stated, "The merger of Northern Nevada Bank
and Nevada Security Bank makes us the largest, local community bank in northern Nevada. Northern
Nevada Bank was a very profitable, high growth institution, and we expect this transaction to be
immediately accretive to earnings".
Nevada Security Bank President David A. Funk stated, "Northern Nevada Bank customers are being
welcomed to our combined organization today. The same great bankers they know and trust will now
be a part of Nevada Security Bank with new strength and size. We will have large bank capabilities
with small bank, friendly service. All Nevada Security Bank customers can look forward to our
commitment to excellent customer service, an expanded range of financial products and services, and
the convenience of more branches and ATMs in Nevada".
The resulting company has total assets of approximately $ 610 million and total deposits of $480
million with seven branches in northern Nevada and northern California. In conjunction with the
acquisition, The Bank Holdings raised over $11 million from the sale of common stock to accredited
investors in a private placement.
Shareholder election forms and instructions for surrendering certificates will be mailed to NNB
Holdings, Inc. shareholders of record with an election deadline of December 7, 2006. The merger
will qualify as a tax-free re-organization within the meaning of Section 368(a) of the Internal
Revenue Code. As tax matters are very complicated and dependent on particular situations,
shareholders are encouraged to consult their tax advisor regarding the tax consequences of the
merger.
The Bank Holdings was advised in the transaction by D.A. Davidson & Co. with Gary Steven Findley &
Associates acting as legal counsel. Northern Nevada was advised in the transaction by Hovde
Financial, Inc., with Graham & Dunn, PC acting as legal counsel.
About The Bank Holdings
The Bank Holdings is the holding company for Nevada Security Bank. Nevada Security Bank was
incorporated in February 2001 and opened for business on December 27, 2001 with initial
capitalization of over $14 million. After the merger, Nevada Security Bank operates seven
branches; six in northern Nevada and one in Roseville, California, which is separately branded as
Silverado Bank. An FDIC approved branch office in the vicinity of Rancho Cordova, California is
scheduled to open during the fourth quarter of 2006. The President of Nevada Security Bank, David
A. Funk, is a long-time banker and resident of the Reno area. Nevada Security Bank reported total
assets of $426 million, total loans of $311 million, and total deposits of $352 million at
September 30, 2006. The President of The Bank Holdings is Joseph Bourdeau, and Hal Giomi is the
Chairman and Chief Executive Officer. The Bank Holdings also operates two subsidiary qualified
exchange intermediary companies, Rocky Mountain Exchange, of Bozeman, Montana, and Granite
Exchange, of Roseville, California. These companies were acquired during March, 2006 and perform
tax - deferred property exchanges under Internal Revenue Code Section 1031. The Bank Holdings
reported total assets of $461 million at September 30, 2006.
This news release includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended and The
Bank Holdings and NNB Holdings, Inc. intend for such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements describe the companies'
expectations regarding future events and developments, including that all conditions required to
close the merger will be met. Future events are difficult to predict, and the expectations
described above are necessarily subject to risk and uncertainty that may cause actual results to
differ materially and adversely. In addition, discussions about risks and uncertainties are set
forth from time to time in the companies' publicly available Securities and Exchange Commission
filings. The companies undertake no obligation to publicly revise these forward-looking statements
to reflect subsequent events or circumstances. The joint proxy statement/prospectus is available
free of charge on the SEC web site (http://www.sec.gov).
The Bank Holdings files annual, quarterly and special reports, proxy statement and other
information with the SEC. These documents are available free of charge on the SEC web site
(http://www.sec.gov).
-0-
For additional information, please contact:
The Bank Holdings
Hal Giomi, Chairman and Chief Executive Officer, or
Jack Buchold, Chief Financial Officer
The Bank Holdings, or www.thebankholdings.com
Nevada Security Bank or www.nevadasecuritybank.com
Mailing Address: P.O. Box 19579 (89511)
Physical Address: 9990 Double R. Blvd. (89521)
Reno, NV
Phone: 775-853-8600
Fax: 775-853-2056

text: THE BANK HOLDINGS

text:
NNB HOLDINGS, INC
.

text: The Bank Holdings

text: NNB Holdings, Inc.

text: The Bank Holdings

text:
The Bank
Holdings

text: NNB Holdings, Inc.

text: NNB Holdings, Inc.

text: The Bank Holdings

text: The Bank Holdings

text: NNB Holdings, Inc.

text: The Bank Holdings

text: NNB Holdings, Inc.

text: NNB Holdings, Inc.

text: NNB Holdings, Inc.

text: The Bank Holdings

text: The Bank Holdings

text: Hal Giomi

text: The Bank Holdings

text: The Bank Holdings

text:
NNB
Holdings, Inc.

text: The Bank Holdings

text: D.A. Davidson & Co.

text:
Gary Steven Findley &
Associates

text:
Hovde
Financial, Inc.

text: Graham & Dunn, PC

text: The Bank Holdings

text: The Bank Holdings

text: The Bank Holdings

text: Hal Giomi

text: The Bank Holdings

text: The Bank Holdings

text:
The
Bank Holdings

text: NNB Holdings, Inc.

text: The Bank Holdings

text: The Bank Holdings

text: Hal Giomi

text: Jack Buchold

text: The Bank Holdings


text:
EX-99.2
3
apptigo_8k-ex9902.htm
PRESS RELEASE
EXHIBIT 99.2
APPTIGO
INTERNATIONAL EXPANDS PORTFOLIO
OF
SOCIAL GAMES & MOBILE APPS WITH
ACQUISITION
OF FOUR 6K GAMES
MIAMI
- (MarketWired) - August
7,
2014 -
Apptigo International, Inc. (OTCBB/OTCQB:APPG), a non-conforming, highly creative
agency and mobile app developer, today announced that it has acquired four social game concepts and related intellectual properties
from 6K Games, a digital media company specializing in the design, development and commercialization of single and multiplayer
social Facebook games that connect and entertain people through fun, fresh and competitive gameplay.
The game
concepts acquired by Apptigo in the transaction include
"Prehistorik Olympics", "Newton's Apple", "Social
Trivia Chat"
and
"Social World"-
the first three are currently available in beta gameplay on Facebook
and the fourth,
Social World,
is in the advanced development stage. Apptigo intends to apply its wildly creative vision
and technological powers to each of the game concepts to fully capitalize on 6K's animation, graphics and proprietary built-in
features. As a result, the Company expects to transform the concepts from really cool games into jaw-dropping, head-turning, totally
addictive interactive entertainment adapted to both online and mobile gaming platforms.
"We
are thrilled to welcome 6K Games' engaging social gaming concepts to the Apptigo family and believe they represent ideal concepts
for cross-platform development and delivery as social gaming apps on both iOS and Android mobile devices", stated David Steinberg,
Co-Founder, President and Chief Creative Officer at Apptigo. "All of 6K's original concepts feature their own instant messaging
systems and clever, animated emoticons, creating highly engaging, interactive gameplay aimed at both veteran and casual gamers
who crave skill, fun and strategy. They are great complements to Apptigo's growing portfolio of online and mobile apps and, once
we have completed "Apptigo-izing" them, should prove to be popular with social and casual gamers of all sizes, IQs and ages".
Pursuant
to the terms of the Intellectual Property Purchase Agreement, Apptigo acquired all rights, title and interest to four 6K Games'
and related IP in a stock-only transaction. For further details regarding the terms and conditions of the acquisition, please
refer to the related Form 8-K to be filed with the U.S. Securities & Exchange Commission in connection with this asset acquisition.
About
Apptigo International, Inc.
Founded
in 2012 by the forward-thinking, creative minds behind such notable brands as
Ruthless & Toothless,
Absolut Vodka,
Carnival Cruise Lines, Minute Maid and Renault, among many others, comes Apptigo International. The first app in Apptigo's portfolio,
which was introduced to market in June 2014, is
SCORE
-
,
an interactive dating game that allows people to determine
their compatibility through answering entertaining and engaging questions. In a slightly crazy, fun and lighthearted way,
SCORE
gets down to asking the questions that get to the heart of what people have in common. For more information about the Company,
please visit
www.apptigo.com
.
Forward-Looking Statements
This
news release may contain forward-looking statements. Forward-looking statements are indicated by words such as "expects,"
"intends", "anticipates", "believes", "forecasts", "plans" and similar expressions.
These forward looking statements are based on our current expectations and actual results could differ materially. Our ability
to achieve the results anticipated in such forward-looking statements is subject to risks and uncertainties, including, without
limitation, our ability to successfully centralize and consolidate various support functions, operating results, market acceptance
of our solutions, strong brand recognition and other risks detailed from time to time in our reports filed with the Securities
and Exchange Commission. These forward-looking statements are made in accordance with the "safe harbor" provided by
the Private Securities Litigation Reform Act of 1995 and no assurance can be given that the future results that are the subject
of such forward-looking statements will be achieved. The Company undertakes no obligation to publicly update or revise the forward-looking
statements, whether as a result of new information, future events, or otherwise.
For More
Information:
Go to
www.apptigo.com
and Click "Contact"

text:
APPTIGO
INTERNATIONAL

text: 6K GAMES

text: Apptigo International, Inc.

text: four social game concepts

text: 6K Games

text: Apptigo

text: Apptigo

text: 6K Games

text: Apptigo

text: Apptigo

text: Apptigo

text: Apptigo

text: 6K Games

text: Apptigo International, Inc.

text: Apptigo International

text: Apptigo


text:
EX-99.1
2
ex99-1.htm
PRESS RELEASE
ex99-1.htm
Exhibit
99.1
BRISTOL-MYERS
SQUIBB ANNOUNCES
COMPLETION
OF CONVATEC DIVESTITURE
(NEW
YORK, August 1, 2008) - Bristol-Myers Squibb Company (NYSE:BMY) announced today
that Nordic Capital Fund VII and Avista Capital Partners have completed their
acquisition of ConvaTec, a business unit of Bristol-Myers Squibb.
For
nearly 30 years, ConvaTec has been a pioneer in developing and marketing
innovative wound therapeutics and ostomy care products that have helped improve
the lives of millions of people worldwide. ConvaTec continues to be
at the forefront of the movement to change the way health care professionals are
managing chronic and acute wounds, emphasizing the principles of advanced wound
healing and evidence-based medicine. From its headquarters in
Skillman, New Jersey, the company oversees more than 3,500 employees in 91
countries serving patients and their healthcare professionals on six
continents.
Citigroup
Global Markets, Inc. and Morgan Stanley & Company Inc. served as financial
advisors for Bristol-Myers Squibb and Cravath, Swaine & Moore, LLP, served
as legal counsel for the company.
Bear,
Stearns International Limited acted as financial advisor for Nordic Capital and
Avista Capital Partners, JPMorgan plc acted as global coordinator in connection
with the debt financing, and White & Case LLP served as legal counsel to
Nordic and Avista.
About
Bristol-Myers Squibb
Bristol-Myers
Squibb Company is a global biopharmaceutical whose mission is to extend and
enhance human life. For more information visit
www.bms.com
About
Nordic Capital
Nordic Capital is a
group of private equity funds focusing primarily on investments in the Nordic
region. Nordic Capital creates value in its investments through committed
ownership and by targeting strategic development and operational improvements.
Founded in 1989, Nordic Capital was one of the private equity pioneers in
northern Europe and has invested in a large number of Nordic-based companies
operating in different sectors. For more information, please visit
www.nordiccapital.com
About
Avista Capital Partners
Founded
in 2005, Avista Capital Partners is a leading private equity firm with offices
in New York, NY and Houston, TX. Avista's strategy is to make
controlling or influential minority investments primarily in growth-oriented
energy, healthcare and media companies. Through its team of seasoned investment
professionals and industry experts, Avista seeks to partner with exceptional
management teams to invest in and add value to well-positioned businesses. For
more information, visit
www.avistacap.com
.
# #
#
Contacts:
Media:
Brian Henry, Bristol-Myers
Squibb, 609-252-3337,
brian.henry@bms.com
Investors:
John Elicker,
Bristol-Myers Squibb, 212-546-3775, john.elicker@bms.com

text:
BRISTOL-MYERS
SQUIBB

text: CONVATEC

text: Bristol-Myers Squibb Company

label: fund

text: Nordic Capital Fund VII

override: fund

text: Avista Capital Partners

review_confirmation: Root reconciliation of residual audited mention

text: ConvaTec

text: Bristol-Myers Squibb

text: ConvaTec

text: ConvaTec

text:
Citigroup
Global Markets, Inc.

text: Morgan Stanley & Company Inc.

text: Bristol-Myers Squibb

text: Cravath, Swaine & Moore, LLP

text:
Bear,
Stearns International Limited

text: Avista Capital Partners

text: JPMorgan plc

text: White & Case LLP

text: Bristol-Myers Squibb

text:
Bristol-Myers
Squibb Company

text: Avista Capital Partners

text: Avista Capital Partners

text:
Bristol-Myers
Squibb

text: Bristol-Myers Squibb


text:
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
RELIANT BANCORP, INC. COMPLETES ACQUISITION OF
TENNESSEE COMMUNITY BANK HOLDINGS, INC. AND COMMUNITY BANK & TRUST
Brentwood and Ashland City, Tenn.
-
(January 2, 2020)
- Reliant Bancorp, Inc. ("Reliant") (Nasdaq: RBNC), the parent company for Reliant Bank, announced today that it has completed its previously announced acquisition of Tennessee
Community Bank Holdings, Inc. ("TCB Holdings"), the parent company for Community Bank & Trust ("Community Bank"), located in Ashland City, Tennessee. Effective January 1, 2020, TCB Holdings merged with and into Reliant and Community Bank merged
with and into Reliant Bank.
With this acquisition, Reliant Bank solidifies its position as the fourth largest community bank by asset size headquartered in the
Nashville-Davidson--Murfreesboro--Franklin, TN Metropolitan Statistical Area. Based on September 30, 2019 financial data, the combined company has total consolidated assets of approximately $2.0 billion, deposits of approximately $1.8 billion, and
gross loans of approximately $1.5 billion. Following this acquisition, Reliant Bank operates 22 full-service branches throughout Middle Tennessee and Chattanooga.
DeVan Ard, Jr., Chairman, President, and Chief Executive Officer of Reliant, commented, "We are excited to announce the completion of our acquisition of Community Bank
& Trust, which will be immediately accretive to earnings. The addition of Community Bank & Trust's assets, loans and strong core deposit base is an important part of our continued growth plan. It reinforces Reliant's foundation as an
extraordinary financial services company and helps build the Reliant brand across our markets in Middle Tennessee and Chattanooga".
Reliant was advised by the law firm Butler Snow LLP, and Hovde Group, LLC served as financial advisor to Reliant. TCB Holdings was advised by the law firm Bass, Berry
& Sims PLC, and Olsen Palmer LLC served as financial advisor to TCB Holdings.
Contact
DeVan Ard, Jr., Chairman, President, and Chief Executive Officer, Reliant Bancorp, Inc. (615.221.2020)
About Reliant and Reliant Bank
Reliant Bancorp, Inc. (Nasdaq: RBNC) is a Brentwood, Tennessee-based financial holding company which, through its wholly owned subsidiary Reliant Bank, operates
banking centers in Cheatham, Davidson, Hamilton, Hickman, Maury, Robertson, Rutherford, Sumner, and Williamson counties, Tennessee. Reliant Bank is a full-service commercial bank that offers a variety of deposit, lending, and mortgage products and
services to business and consumer customers. For additional information, locations, and hours of operation, please visit www.reliantbank.com.
Forward-Looking Statements
This document 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. The words "believe", "anticipate", "expect", "may", "assume", "should", "predict", "could", "would", "intend", "targets", "estimates", "projects", "plans", and "potential", and other similar words and expressions
of similar meaning, and the negatives thereof, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements regarding Reliant's
financial performance, business or growth strategy, or plans, objectives, or intentions.
-MORE-
Reliant Bancorp, Inc. Completes Acquisition of Tennessee
Community Bank Holdings, Inc. and Community Bank & Trust
Page 2
January 2, 2020
All forward-looking statements are subject to assumptions, risks, uncertainties, and other factors that may cause actual results, performance, or achievements to
differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such assumptions, risks, uncertainties, and factors include, among others, (1) the risk that expected cost savings and revenue
synergies from (i) the merger of Reliant and TCB Holdings (the "TCB Holdings Transaction") or (ii) the proposed merger between Reliant and First Advantage Bancorp ("First Advantage") (the "First Advantage Transaction" and. together with the TCB
Holdings Transaction, collectively, the "Transactions") may not be realized or may take longer than anticipated to be realized, (2) the ability to meet expectations regarding the timing and completion of the First Advantage Transaction and the
accounting and tax treatment of the Transactions, (3) the effect of the announcement, pendency, or completion of the Transactions on customer, supplier, or employee relationships and operating results (including without limitation difficulties in
maintaining relationships with employees and customers), as well as on the market price of Reliant's common stock, (4) the risk that the businesses and operations of TCB Holdings and its subsidiaries and of First Advantage and its subsidiaries
cannot be successfully integrated with the business and operations of Reliant and its subsidiaries or that integration will be more costly or difficult than expected, (5) the occurrence of any event, change, or other circumstances that could give
rise to the termination of the definitive merger agreement for the First Advantage Transaction, (6) the amount of costs, fees, expenses, and charges related to the Transactions, including those arising as a result of unexpected factors or events,
(7) the ability to obtain the shareholder and governmental approvals required for the First Advantage Transaction, (8) reputational risk associated with and the reaction of the parties' customers, suppliers, employees, or other business partners to
the Transactions, (9) the failure of any of the conditions to the closing of the First Advantage Transaction to be satisfied, or any unexpected delay in closing the First Advantage Transaction, (10) the dilution caused by Reliant's issuance of
additional shares of its common stock in the Transactions, (11) Reliant's ability to simultaneously execute on two separate business combination transactions, (12) the risk associated with Reliant management's attention being diverted away from the
day-to-day business and operations of Reliant to the completion of the Transactions, and (13) general competitive, economic, political, and market conditions. Additional factors which could affect the forward-looking statements can be found in
Reliant's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the Securities and Exchange Commission (the "SEC") and available on the SEC's website at http://www.sec.gov. Reliant
believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made.
Reliant disclaims any obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.
#####

text: RELIANT BANCORP, INC.

text: TENNESSEE COMMUNITY BANK HOLDINGS, INC.

text: COMMUNITY BANK & TRUST

text: Reliant Bancorp, Inc.

text:
Tennessee
Community Bank Holdings, Inc.

text: Community Bank & Trust

text:
Community Bank
& Trust

text: Community Bank & Trust

text: Butler Snow LLP

text: Hovde Group, LLC

text:
Bass, Berry
& Sims PLC

text: Olsen Palmer LLC

text: Reliant Bancorp, Inc.

text: Reliant Bancorp, Inc.

text: Reliant Bancorp, Inc.

text:
Tennessee
Community Bank Holdings, Inc.

text: Community Bank & Trust


text:
EX-99.1
5
slgd-ex991_35.htm
EX-99.1
slgd-ex991_35.htm
Exhibit 99.1
Corporate & financial news release
SCOTT'S LIQUID GOLD ACQUIRES BIZ AND DRYEL BRANDS
GREENWOOD VILLAGE, COLORADO - July 1, 2020 - Scott's Liquid Gold-Inc. (OTC: SLGD) today announced its acquisition of the Biz and Dryel specialty laundry products from CR Brands, Inc.
"We are thrilled to bring two more high-quality, high-value brands into the Scott's portfolio" said Mark Goldstein, CEO of Scotts Liquid Gold, Inc. "Biz is the top performing laundry additive in the market, and Dryel is the market leader in the at-home dry cleaning category. Both brands' strong national retail presence, loyal customer following, and ability to out-perform the competition made them a perfect fit with the rest of Scott's brands".
On June 25, 2020, Scott's agreed to acquire both the Biz and Dryel brands for a base price of $9.25 million plus the brands' finished goods inventory of approx. $1.2 million. Scott's will also pay incremental consideration if sales are initiated to a key potential customer. The transaction closed on July 1, 2020 and was financed with cash on hand, a revolving line of credit, and a term note.
An overview presentation on the Biz and Dryel acquisition and its related financing is posted on the Investor Relations Section of the Company's website at www.slginc.com.
About Biz and Dryel
Biz is the top performing laundry additive in the market, utilizing a proprietary enzyme-based formula to fight stains and eliminate odors. It was Established by Proctor & Gamble in 1968 and is sold in Powder, Liquid, and Liquid Booster Pack for a total of 7 SKUs.
Dryel is the market leader in the at-home dry cleaning category, representing approximately 65% of the at-home dry cleaning market in 2019. It was established by Proctor & Gamble in 1998 and is sold primarily in a consumer starter kit with refills.
Note Regarding Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions", "target", "guidance", "strategy", "outlook", "plans", "projection", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "potential", or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.
Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.
Investor Relations Contact:
Kevin Paprzycki, CFO
303.576.6032

text: SCOTT'S LIQUID GOLD

text: BIZ AND DRYEL BRANDS

text: Scott's Liquid Gold-Inc.

text: Biz and Dryel

text: CR Brands, Inc.

text: Mark Goldstein

text: Biz and Dryel brands

text: Biz and Dryel

text: Biz and Dryel

text: Kevin Paprzycki


text:
EX-99.1
4
tm2011594d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Ribbon
Communications Inc. Completes Merger
with
ECI Telecom Group Ltd.
WESTFORD,
Mass.
March 3, 2020 -
Ribbon Communications Inc.
(Nasdaq: RBBN), a global software leader in secure and
intelligent cloud communications, has completed its
previously announced acquisition of ECI Telecom Group Ltd. ("ECI")
,
a global provider of end-to-end packet-optical transport and SDN/NFV solutions for service providers, enterprises, and data center
operators.
The
combination of Ribbon and ECI creates an industry-leading communications software and networking company with a comprehensive
portfolio of advanced voice, security, data and optical networking solutions. In addition to extending the company's solutions
portfolio into adjacent markets, the merger advances Ribbon's strategy of expanding into the service provider 5G data domain
with bundled network analytics, intelligence and security offerings. The newly combined company allows Ribbon to enhance and broaden
its existing customer offerings with ECI's industry-leading packet optical transport solutions.
The
combination also enables Ribbon to significantly increase its scale, total addressable market and global footprint in service
provider networks, enterprises and critical infrastructure companies, such as utilities and data center operators. In addition,
the merger allows Ribbon to expand its relationships with fixed and mobile service providers, while also enabling the company
to quickly capitalize on the high-growth 5G market with ECI's market-ready solutions.
"We
are thrilled to welcome ECI to the Ribbon family", said Bruce McClelland, President and Chief Executive Officer of Ribbon.
"Our expanded product offering combines ECI's leadership in packet optical networking with our existing proven portfolio
of software-based, real-time communications security, analytics and digital transformation solutions. Our new organization will
leverage the strength and presence of our global sales force to create a very formidable market leader in the communications industry".
McClelland
added, "ECI's solutions are specifically designed to address the rapidly growing 5G ecosystem. We look forward to
working closely with all of our employees to leverage Ribbon's strong foundation to build sustained, long-term growth".
"This
transformational transaction accelerates our strategy to position the company into higher growth markets", said Daryl Raiford,
Chief Financial Officer of Ribbon. "The combination of Ribbon and ECI offers our customers world-class products that we
believe will drive Ribbon's growth, profitability and cash
flow.
We are immediately focused on our integration efforts to unlock revenue expansion and drive shareholder value".
Ribbon
expects to provide updated financial guidance, which will include the ECI acquisition, during its first quarter 2020 earnings
call.
TAP
Advisors and Citizens Capital Markets acted as financial advisors to Ribbon and Latham & Watkins LLP and GKH Law Offices served
as Ribbon's legal advisors. Barclays acted as a financial advisor to ECI and Davis Polk & Wardwell LLP and FBC &
Co. served as ECI's legal advisors. Citizens Bank, N.A. and Santander Bank, N.A., joint lead arrangers and bookrunners,
provided the debt financing for the transaction.
About
Ribbon Communications
We
deliver global communications software and network solutions to service providers, enterprises, and critical infrastructure sectors.
We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes
in today's smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled
scale, performance, agility and automation and includes optical and packet networking, core to edge IP solutions, UCaaS/ CPaaS
cloud offers, and leading-edge software security and analytics tools. To learn more, visit
ribboncommunications.com.
Important
Information Regarding Forward-Looking Statements
The
information in this release contains forward-looking statements regarding future events that involve risks and uncertainties,
including statements made by our president and chief executive officer and our chief financial officer; and statements regarding
the expected benefits from the ECI merger, including but not limited to the potential growth into adjacent new markets, the increase
in Ribbon's total addressable market, profitability and cash flow, and the introduction into the 5G market. All statements
other than statements of historical facts contained in this release are forward-looking statements. The actual results of Ribbon
may differ materially from those contemplated by the forward-looking statements. For further information regarding risks and uncertainties
associated with Ribbon's business, please refer to the "Risk Factors" section of Ribbon's most recent annual or quarterly
report filed with the SEC. Any forward-looking statements represent Ribbon's views only as of the date on which such statement
is made and should not be relied upon as representing Ribbon's views as of any subsequent date. While Ribbon may elect to update
forward-looking statements at some point, Ribbon specifically disclaims any obligation to do so.
Investor Relations
North America Press
Monica Gould
Dennis Watson
+1 (212) 871-3927
+1 (214) 695-2224
IR@rbbn.com
dwatson@rbbn.com
Lindsay Savarese
International Press
+1 (212) 331-8417
Catherine Berthier
IR@rbbn.com
+1 (646) 741-1974
cberthier@rbbn.com
Industry Analyst Relations
Michael Cooper
+1 (708) 383-3387
mcooper@rbbn.com
2

text:
Ribbon
Communications Inc.

text: Ribbon Communications Inc.

text: Daryl Raiford

text:
TAP
Advisors

text: Citizens Capital Markets

override: organization


text:
EX-99.2
17
a13-21359_1ex99d2.htm
EX-99.2
Exhibit 99.2
PRESS RELEASE
Date: October 2, 2013
Contact:
Donna Luedtke
Website
: www.cubicenergyinc.com
Investor Relations
Phone:
(972) 686-0369
Email:
donna@cubicenergyinc.com
Cubic Energy, Inc. Announces The Closing Of The Acquisition Of The Gastar East Texas Assets, The Closing Of An Additional Acquisition For Complementary East Texas Assets, The Procurement Of Approximately $101,000,000 Of New Financing, And The Partial Extinguishment And Re-Structuring Of Pre-Existing Financing
DALLAS, TX
-
Cubic Energy, Inc. (OTCQB: CBNR)
("Cubic" or the "Company" or the "Buyer")
announced today that it has closed and funded the previously announced acquisition of all of the East Texas assets of Gastar Exploration, Texas, LP ("Gastar"), paying to Gastar a net purchase price cash balance of $39,188,830. The Company also announced that it has closed on an additional transaction to acquire a minority working interest position in leases, and their associated well bore and infrastructure interests, in the same properties the Company has acquired from Gastar, for $19,400,000 from a third-party. This additional acquisition includes approximately 6,400 net acres in Leon and Robertson Counties, Texas. The Company also has closed on the acquisition of Northwest Louisiana assets from Tauren Exploration, Inc. ("Tauren"), an affiliate of the Company's CEO, Calvin Wallen III ("Wallen"), which includes approximately 5,600 net acres, well bores, infrastructure and production. As consideration for the acquisition of these Tauren assets, the Company is paying $4,000,000 in cash and delivering 2,000 shares of a new Series B Convertible Preferred Stock with a stated value of $1,000 per share ("Series B"). The Series B is entitled to dividends at a rate of 9.5% per annum and, subject to certain limitations, is convertible into the Company's common stock at a conversion rate of $0.50 per common share.
The purchased assets in aggregate are being contributed to Cubic Asset, LLC, a wholly owned subsidiary of Cubic Asset Holding, LLC. Cubic Asset Holding, LLC is a wholly owned subsidiary of the Company. The Company's legacy assets are being contributed to Cubic Louisiana, LLC, a wholly owned subsidiary of Cubic Louisiana Holding, LLC. Cubic Louisiana Holding, LLC is a wholly owned subsidiary of the Company.
To fund some of the above acquisitions, the Company has entered into financing transactions with funding parties ("Lenders"), collectively, for $66,000,000 in cash. As consideration for funding this $66,000,000, (i). the Company has issued notes payable to the Lenders, paying interest at a rate of 15.5% per annum with 8.5% of the interest to be paid in kind for the first six months of the Lenders' financing, with those notes maturing in thirty six months, (ii) the Company has issued two classes of warrants to the Lenders (and certain affiliates of the Lenders) (collectively, the "Investors"), one issued for the right to purchase an aggregate of 30% of the common stock of the Company on a fully diluted basis, at an exercise price of $0.01 per common share, and another for the right to purchase an aggregate of an additional 15% of the common stock of the Company on a fully diluted basis, at an exercise price of $0.50 per common share. Both series of warrants expire on October 2, 2019. The Investors will have immediate voting rights equal to the voting power, in the aggregate, of the common shares underlying each class of warrants, as a result of the issuance by the Company of a new class of Series C Voting Preferred Stock with nominal economic rights. All of the assets of Cubic Asset, LLC are being pledged as collateral for the notes, with the Lenders having a first lien position on the assets of Cubic Asset, LLC, its parent Cubic Asset Holding, LLC and assets of the Company. The Lenders will also have a second lien position on the assets of Cubic Louisiana, LLC and its parent, Cubic Louisiana Holding, LLC. Imperial Capital, LLC served as financial advisor to the Company in connection with the financing transactions.
The Company, through its subsidiary Cubic Asset, LLC, has also entered into a Call Option Structured Derivative payment with a third party that will result in an upfront payment at closing of approximately $35,000,000. In addition, this third party has entered into agreements with Cubic Asset, LLC and Cubic Louisiana, LLC contemplating the hedging of hydrocarbons. This third party will have a junior lien position on both the assets of Cubic Asset, LLC and Cubic Louisiana, LLC.
Wells Fargo Energy Capital, Inc. ("WFEC"), the pre-existing senior lender of the Company, is receiving $5,000,000 at closing to extinguish the pre-existing Convertible Term Note originally issued by the Company to WFEC in 2007. Further, Cubic Louisiana, LLC and WFEC are entering into a new credit facility arrangement in which the balance under the pre-existing revolving note of $20,865,110 is being transformed into a term note, with interest being charged at the prime rate plus 2% and maturing in thirty six months; and, for the development of the Cubic Louisiana, LLC assets and upon certain other conditions, WFEC has agreed to extend up to $10,000,000, in the sole discretion of WFEC, in a revolving credit line to Cubic Louisiana, LLC, with such revolving credit line bearing interest at the prime rate plus 2% and maturing in thirty-six months. All of the assets of Cubic Louisiana, LLC are being pledged as collateral, and WFEC will have the first lien position on the Cubic Louisiana, LLC assets.
As noted above, Tauren is receiving 2,000 shares of Series B related to the sale of Northwest Louisiana assets to Cubic Asset, LLC. Wallen has converted his pre-existing subordinate note due of $2,000,000, plus $114,986 in accrued interest into 2,115 shares of Series B, and another Wallen affiliate, Langtry Mineral & Development, LLC, is converting its pre-existing Series A Convertible Preferred Stock into 12,047 shares of Series B.
The Investors also have entered into a Voting Agreement with Wallen, pursuant to which the parties to that agreement have agreed to vote for the election of three Directors nominated by the Investors and certain other matters.
Calvin Wallen III, commenting on the transactions and financing, said, "These acquisitions immediately improve Cubic Energy's financial structure by providing the Company with an improved asset base and exposure to the potential of higher liquids production in the future, and give management the opportunity to provide steady growth in shareholder value. The Company's board of directors and management have worked diligently for over two years to create this strategic diversity that focuses on growth in the short-term and long-term. With the help of our new financing partners, WFEC and others, management has forged a strong financial and operational relationship. We appreciate the patience and understanding on the part of our shareholders and those that stood with the company through this time".
Cubic Energy, Inc. is an independent company engaged in the development and production of, and exploration for, crude oil and natural gas. Prior to the foregoing acquisitions, the Company's oil and gas assets and activity were concentrated primarily in the Cotton Valley and Haynesville Shale Play located in Northwest Louisiana. Additional information can be found on Cubic's website at: www.cubicenergyinc.com.
If you would like to be added to Cubic's email distribution list, please email your name and email address to Donna Luedtke, Investor Relations at donna@cubicenergyinc.com. This email distribution list is notified of all news events (including press releases and scheduled investor conference calls).
This press release includes statements, which may constitute "forward-looking" statements, usually containing the words "believe", "intend", "estimate"', "project"', "expect", or similar expressions. These statements are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, future trends in oil and natural gas prices, the ability to close the purchase of desirable oil and/or natural gas assets, the availability of capital for development of mineral projects and other projects, the availability of capital to satisfy debt obligations, dependency on pipelines in which to sell the Company's natural gas it produces, reliance on third party operators for wells in which the Company maintains a working interest, reliance on third party contractors to aid in developing the production infrastructure and in the performance of well completion work, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revision or changes after the date of this release. There can be no assurance that any future activities and/or transactions mentioned in this press release will occur as planned. Cubic cannot guarantee the timing of the drilling or any level of production from its wells.

text: Cubic Energy, Inc.

text: Cubic Energy, Inc.

text: Imperial Capital, LLC

text: Cubic Energy, Inc.


text:
EX-99.1
2
a06-14893_1ex99d1.htm
EX-99.1
EXHIBIT 99.1
Filed
by Franklin Financial Services Corporation
Commission File No.: 000-12126
FOR IMMEDIATE RELEASE
Franklin Contact:
William E. Snell, Jr.
(717) 264-6116
FRANKLIN
FINANCIAL SERVICES CORPORATION
COMPLETES
ACQUISITION OF FULTON BANCSHARES CORPORATION
CHAMBERSBURG, PENNSYLVANIA (July 1,
2006)
- Franklin Financial Services Corporation ("Franklin
Financial") (OTCBB: FRAF), holding company of Farmers and Merchants Trust
Company of Chambersburg ("F&M Trust"), announced today the completion of
its acquisition of Fulton Bancshares Corporation ("Fulton Bancshares"), the
$140 million parent company of The Fulton County National Bank and Trust
Company ("The Fulton County National Bank").
As previously reported, Fulton Bancshares shareholders
overwhelmingly approved the acquisition at a special meeting on May 18,
2006. Final regulatory approvals necessary to complete the transaction were
received in June.
Under the terms of the Agreement and Plan of Merger dated January 23,
2006 (the "Merger Agreement"), each share of Fulton Bancshares common stock
outstanding at the time of the acquisition will be exchanged for 1.864 shares
of Franklin Financial common stock or $48.00 cash. As a result of the
transaction, Franklin Financial will issue approximately 492,790 shares of its
common stock. The total purchase price of the acquisition is valued at
approximately $23.9 million.
Pursuant to the Merger Agreement, Martin R. Brown and Stanley
J. Kerlin, Esquire, directors of Fulton Bancshares and The Fulton County
National Bank, were appointed as directors of Franklin Financial and F&M
Trust. The remaining Fulton Bancshares directors now comprise a newly-created
Fulton County Advisory Board of F&M Trust.
William E. Snell, Jr., President and Chief Executive Officer
of Franklin Financial and F&M Trust commented, "We are very excited about
this transaction and see it as beneficial to shareholders, customers, employees
and the communities in Fulton and Southern Huntingdon County. We believe that
customers will find they'll receive quality service and personal attention from
many of the same faces that they have dealt with for years. In addition, they'll
have
access to a wider network of banking offices complimented with a broader array
of banking services. And as a community bank, we're committed to supporting the
communities that make up this market".
George W. Millward, Interim President and Chief
Executive Officer of Fulton Bancshares and The Fulton County National Bank
commented, "The completion of this merger
brings to a close FCNB as an independent banking company, but it opens a wealth
of new opportunities for our customers, communities, employees and shareholders.
We are proud to become part of F&M Trust".
About
Franklin
:
Franklin Financial Services Corporation is the $770 million
bank holding company for F&M Trust, headquartered in Chambersburg, Franklin
County and currently operates twenty-two community banking offices throughout
Franklin, Fulton, Huntingdon and Cumberland Counties. Franklin's common stock
is quoted on the NASD Over-the-Counter Bulletin Board under the symbol "FRAF." For more information about Franklin and
F&M Trust, visit its website at
www.fmtrustonline.com
.
Safe Harbor
Statement:
Except for historical information contained herein, the
matters discussed in this release are forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability to achieve anticipated acquisition
related operational efficiencies, the ability to enhance revenues through
increased market penetration, expanded lending capacity and product offerings
and other risks detailed from time to time in Franklin's SEC filings, including
Forms 10-Q and 10-K (copies of which are available from Franklin
without charge in hard copy or online at www.sec.gov). Franklin disclaims any
intention or obligation to publicly update or revise any forward-looking
statements, whether as a result of events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
#
# #

text: Franklin Financial Services Corporation

text:
FRANKLIN
FINANCIAL SERVICES CORPORATION

text: FULTON BANCSHARES CORPORATION

text: Franklin Financial Services Corporation

text: Fulton Bancshares Corporation

text: George W. Millward

text: Franklin Financial Services Corporation


text:
EX-99
3
d63388_ex99-2.txt
EXHIBIT 99.2 - PRESS RELEASE
Exhibit 99.2
Dollar Financial Corp. Announces Expansion of U.S. and U.K. Store Networks
BERWYN, Pa.--(BUSINESS WIRE)--Feb. 1, 2005--Dollar Financial Corp. (the
"Company") (NASDAQ:DLLR), a leading international financial services company
serving under-banked customers, today announced that it has completed two
acquisitions during the month of January 2005.
Under the terms of these purchase agreements, Dollar has acquired 17 stores in
the U.K. and 24 stores in Louisiana in two separate transactions. Total
consideration for these stores was $12,545,000. Further, Dollar will make
additional payments of up to $2,913,000 if the purchased businesses reach
certain operating targets.
Commenting on these acquisitions, Don Gayhardt, the Company's President noted,
"These acquisitions have enabled us to continue to execute our growth strategy
in the U.K. as well as the U.S. The addition of stores in Louisiana further
expands our existing presence in that state where we now operate 29 stores".
About the Company
The Company is a leading international financial services company serving
under-banked consumers. The Company's customers are typically lower- and
middle-income working-class individuals who require basic financial services
but, for reasons of convenience and accessibility, purchase some or all of their
financial services from the Company rather than from banks and other financial
institutions. The Company's website is found at www.dfg.com.
Forward Looking Statement
This release contains forward-looking statements regarding the Company's
estimated performance for historical periods. Actual results for such periods
may materially differ. Such forward-looking statements involve risks and
uncertainties, including risks related to depository institutions and of
changing market conditions in the overall economy and the industry, consumer
demand, the opening of new stores, and the success of the Company's acquisition
strategy. A more complete description of these risks, uncertainties and
assumptions is included in the Company's filings with the Securities and
Exchange Commission, including those described under the heading "Risk Factors"
in the Company's registration statement on Form S-1, as amended and
supplemented. You should not place undue reliance on any forward-looking
statements. The Company disclaims any obligation to update any such factors or
to publicly announce results of any revisions to any of the forward-looking
statements contained herein to reflect future events or developments.
Contacts:
Dollar Financial Corp.
Donald F. Gayhardt, 610-640-5925

text: Dollar Financial Corp.

text: Don Gayhardt

text: Dollar Financial Corp.


text:
EX-99.1
3
ex99-1.htm
Imprimis
Pharmaceuticals Announces $16 Million Debt Facility with SWK Holdings
San
Diego, CA - July 20, 2017 - Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY), an ophthalmology-focused pharmaceutical
company, today announced it has entered into a $16 million senior secured non-dilutive term loan agreement with SWK Funding LLC
and its partners. SWK Funding LLC is a subsidiary of SWK Holdings Corporation, a healthcare focused investment firm. The company
plans to use the proceeds to retire its existing $13 million term loan with an affiliate of Life Sciences Alternative Funding
LLC, and provide additional working capital for its growing ophthalmic formulation pipeline.
The
loan was fully funded at closing with a five-year term bearing interest, initially, at 12 percent per annum with interest-only
payments for up to the first eighteen months (payable quarterly). The interest-only period may be adjusted based upon Imprimis
meeting certain revenue requirements.
Winston
Black, CEO of SWK Holdings stated, "We have enjoyed working with the Imprimis team during our extensive due diligence process
and look forward to supporting the company as it continues to execute its growth strategy. Imprimis' innovative ophthalmic
formulations have significant opportunities in large markets and we believe in the company's ability to achieve their vision
of delivering innovative medicines to physicians and patients at affordable prices".
Mark
L. Baum, CEO of Imprimis, said, "We are pleased to partner with the SWK team, a firm renowned for its healthcare investing
expertise, and appreciate their thorough understanding of our business and the confidence they have placed in our long-term growth
potential. This debt facility provides us with a non-dilutive source of capital at favorable terms and we believe adequate working
capital to enable us to reach expected profitability in the near term".
WestCape
Advisors, a division of KEMA Partners LLC, served as exclusive financial advisor to Imprimis in connection with the financing.
About
SWK Holdings Corporation
SWK
Holdings Corporation (SWKH.OB) is a specialized finance company with a focus on the global healthcare sector. SWK partners with
ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create
long-term value for both SWK's business partners and its investors. SWK believes its financing structures achieve an optimal
partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing
its partners to monetize future cash flow with minimal dilution to their equity stakes. Additional information is available on
the company's website at www.swkhold.com.
About
Imprimis Pharmaceuticals
Imprimis
Pharmaceuticals, Inc. (NASDAQ: IMMY) is a pharmaceutical company dedicated to producing and dispensing high quality innovative
medications in all 50 states. The company's unique business model increases patient access and affordability to many critical
medicines. Headquartered in San Diego, California, Imprimis owns and operates three production and dispensing facilities located
in California, and New Jersey. For more information about Imprimis, please visit the corporate website at
www.ImprimisRx.com
.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Any statements in this release that are not historical facts may be considered such "forward looking statements".
Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties which
may cause results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties
that could cause actual results to differ from those predicted include our ability to make commercially available our compounded
formulations and technologies in a timely manner or at all; physician interest in prescribing our formulations; risks related
to our compounding pharmacy operations; our ability to enter into other strategic alliances, including arrangements with pharmacies,
physicians and healthcare organizations for the development and distribution of our formulations; our ability to obtain intellectual
property protection for our assets; our ability to accurately estimate our expenses and cash burn, and raise additional funds
when necessary; risks related to research and development activities; the projected size of the potential market for our technologies
and formulations; unexpected new data, safety and technical issues; regulatory and market developments impacting compounding pharmacies,
outsourcing facilities and the pharmaceutical industry; competition; and market conditions. These and additional risks and uncertainties
are more fully described in Imprimis' filings with the Securities and Exchange Commission, including its Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q. Such documents may be read free of charge on the SEC's web site at www.sec.gov.
Undue reliance should not be placed on forward looking statements, which speak only as of the date they are made. Except as required
by law, Imprimis undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances
after the date they are made, or to reflect the occurrence of unanticipated events.
Other
than drugs compounded at a registered outsourcing facility, all Imprimis compounded formulations may only be prescribed pursuant
to a physician prescription for an individually identified patient consistent with federal and state laws.
###
Source:
Imprimis Pharmaceuticals, Inc.
Investor
Contact
Jon
Patton
jpatton@imprimispharma.com
858-704-4587

text: SWK Funding LLC

text: SWK Funding LLC

text:
Winston
Black

text:
Mark
L. Baum

text:
WestCape
Advisors


text:
EX-99.1
2
pressreleasemetalsclosing.htm
PRESS RELEASE DATED NOVEMBER 19, 2007
pressreleasemetalsclosing.htm
Exhibit
99.1
Investor
Contact: Larry P.
Kromidas
(618)
258-3206
News
Olin
Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO
63105-3443
FOR
IMMEDIATE RELEASE
OLIN
ANNOUNCES SALE OF ITS METALS DIVISION
TO
GLOBAL BRASS AND COPPER, INC.
CLAYTON,
MO, November 19, 2007
- Olin Corporation
(NYSE: OLN)
announced today the completion of the sale of
its Metals business to
Global Brass and Copper, Inc., an affiliate of KPS Capital Partners,
LP. In connection with the sale, Olin expects to realize
approximately $380 million in net after tax proceeds. The sale includes all
of
the Company's worldwide Metals operations, including its manufacturing
facilities in East Alton, Illinois; Montpelier and Bryan, Ohio; Waterbury,
Connecticut; and Cuba, Missouri, as well as its A. J. Oster metals service
centers.
COMPANY
DESCRIPTION
Olin
Corporation is a manufacturer concentrated in two business
segments: Chlor Alkali Products and Winchester. Chlor
Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite,
hydrochloric acid, hydrogen, potassium hydroxide and bleach
products. Winchester products include sporting ammunition, reloading
components, small caliber military ammunition and components, and industrial
cartridges.
FORWARD-LOOKING
STATEMENTS
This
communication includes forward-looking statements. These statements relate
to
analyses and other information that are based on management's beliefs, certain
assumptions made by management, forecasts of future results, and current
expectations, estimates and projections about the markets and economy in
which
we and our various segments operate. The statements contained in this
communication that are not statements of historical fact may include
forward-looking statements that involve a number of risks and
uncertainties.
We
have
used the words "anticipate", "intend", "may", "expect", "believe", "should,"
"plan", "project", "estimate", and variations of such words and similar
expressions in this communication to identify such forward-looking statements.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions, which are difficult to predict and
many of
which are beyond our control. Therefore, actual outcomes and results may
differ
materially from those matters expressed or implied in such forward-looking
statements. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of future events, new information or otherwise.
Relative to the dividend, the payment of cash dividends is subject to the
discretion of our board of directors and will be determined in light of
then-current conditions, including our earnings, our operations, our financial
conditions, our capital requirements and other factors deemed relevant by
our
board of directors. In the future, our board of directors may change our
dividend policy, including the frequency or amount of any dividend, in light
of
then-existing conditions.
The
risks, uncertainties and assumptions involved in our forward-looking statements,
many of which are discussed in more detail in our filings with the SEC,
including our Annual Report on Form 10-K for the year ended December 31,
2006,
include, but are not limited to, the following:
·
sensitivity
to economic, business and market conditions in the United States
and
overseas, including economic instability or a downturn in the sectors
served by us, such as ammunition, housing, vinyls and pulp and
paper and
the migration by United States customers to low-cost foreign
locations;
·
the
cyclical nature of our operating results, particularly declines
in average
selling prices in the chlor alkali industry and the supply/demand
balance
for our products, including the impact of excess industry capacity
or an
imbalance in demand for our chlor alkali
products;
·
economic
and industry downturns that result in diminished product demand
and excess
manufacturing capacity in any of our segments and that, in many
cases,
result in lower selling prices and
profits;
·
the
effects of any declines in global equity markets on asset values
and any
declines in interest rates used to value the liabilities in our
pension
plan;
·
costs
and other expenditures in excess of those projected for environmental
investigation and remediation or other legal
proceedings;
·
higher-than-expected
raw material, energy, transportation, and/or logistics
costs;
·
unexpected
litigation outcomes;
·
the
occurrence of unexpected manufacturing interruptions and outages,
including those occurring as a result of labor disruptions and
production
hazards;
·
new
regulations or public policy changes regarding the transportation
of
hazardous chemicals and the security of chemical manufacturing
facilities;
and
·
an
increase in our indebtedness or higher-than-expected interest rates,
affecting our ability to generate sufficient cash flow for debt
service.
All
of
our forward-looking statements should be considered in light of these factors.
In addition, other risks and uncertainties not presently known to us or that
we
consider immaterial could affect the accuracy of our forward-looking
statements.
2007
-
24

text:
Olin
Corporation

text: OLIN

text: GLOBAL BRASS AND COPPER, INC.

text: Olin Corporation

text: Global Brass and Copper, Inc.

text: Olin

text:
Olin
Corporation


text:
EX-99.1
3
rent-201424xex991pressrele.htm
EXHIBIT 99.1 PRESS RELEASE
RENT-2014.2.4-EX99.1 Press release
EXHIBIT 99.1
PRESS RELEASE DATED FEBRUARY 5, 2015
PORTLAND, OR (FEBRUARY 5, 2015) - Rentrak (NASDAQ: RENT), the leader in precisely measuring movies and TV everywhere, today announced it has completed the sale of its Pay Per Transaction® (PPT®) packaged media rental business to Vobile, the worldwide leader in video and audio content protection, measurement and monetization services, for a total of $7 million. Rentrak received $1 million in cash, a $1 million note due in six months and Vobile preferred stock with a $5 million liquidation preference.
Rentrak stated in March 2014 that it intended to sell its PPT® business, which enables video stores to lease studio content via its PPT® system. Vobile plans to hire all Rentrak PPT® employees to continue running the business and will rent space in Rentrak's Portland office.
"While our PPT® business no longer fits with our strategy of precisely measuring movies and TV everywhere, it has provided considerable value for studios and brick-and-mortar retailers for many years, while generating more than $100 million in cash for Rentrak since 2006 that we used to build our movie and TV measurement businesses", said Rentrak Vice Chairman and Chief Executive Officer Bill Livek. "Vobile has been a strategic vendor to Rentrak for some time. Knowing them as we do, we are confident that Vobile is fully committed to continuing our long-standing tradition of providing outstanding service to the clients of its PPT® business. We look forward to continuing to work closely with Vobile in our information businesses".
"Vobile has been a trusted provider of premier services in content protection, measurement and monetization to movie studios and TV networks for nearly a decade", said Vobile Chief Executive Officer Yangbin Wang. "We are very pleased to be able to work with Rentrak to acquire the complete team along with the Pay Per Transaction® revenue sharing system, which has an excellent three-decade long track record in helping clients make more profit with less risk. By integrating the PPT® system with our VDNA platform, Vobile will enable content owners and distributors to maximize their revenues in the mobile Internet era. We look forward to serving all our existing customers and many more".
About Vobile
Vobile is the worldwide leader in video and audio content protection, measurement and monetization services. Its patented core VDNA technologies enable fully automated identification, tracking and management of any video and audio content with high accuracy and scalability. Vobile operates the VDNA Database (VDDB), which is the most comprehensive database of authorized video fingerprints, metadata and business rules from major movie studios, television networks and record labels. Founded in 2005, the company is headquartered in Santa Clara, Ca., with additional offices in the United States, China, Japan and Singapore. For more information, please visit www.vobileinc.com.
Vobile, VDNA, VDDB, VideoTracker, MediaWise, mSync, the Vobile, VDNA and VDDB logos are registered trademarks or trademarks of Vobile, Inc.
About Rentrak
Rentrak (NASDAQ: RENT) is the entertainment and marketing industries' premier provider of worldwide consumer viewership information, precisely measuring actual viewing behavior of movies and TV everywhere. Using our proprietary intelligence and technology, combined with Advanced Demographics, only Rentrak is the census currency for VOD and movies. Rentrak provides the stable and robust audience measurement services that movie, television and advertising professionals across the globe have come to rely on to better deliver their business goals and more precisely target advertising across numerous platforms including box office, multiscreen television and home video. For more information on Rentrak, please visit www.rentrak.com.

text: Rentrak

text: Pay Per Transaction

text: Vobile

text: Rentrak

text: Vobile

text: Rentrak

text: Vobile

text: Rentrak

text: Rentrak

text: Rentrak

text: Rentrak

text: Vobile

text: Rentrak

text: Vobile

text: Vobile

text: Vobile

text: Vobile

text: Rentrak

text: Pay Per Transaction

text: Vobile

text: Vobile

text: Vobile

text: Vobile

text: Vobile

text: Vobile

text: Vobile

text: Rentrak

text: Rentrak

text: Rentrak

text: Rentrak

text: Rentrak


text:
EX-99.1
3
goig_ex991.htm
PRESS RELEASE
goig_ex991
Exhibit 99.1
Charge Enterprises Completes Acquisition of BW Electrical Services
LLC to Expand its Infrastructure Division
New York - December 28, 2021
-
Charge Enterprises
Inc.
(OTC PINK: CRGE),
("Charge"), consisting of a portfolio of global
businesses with the vision of connecting people everywhere with
communications and electric-vehicle charging ("EV")
infrastructure, today announced that it has completed the
acquisition of BW Electrical Services LLC ("BWES"), an
electrical contracting services firm specializing in commercial
projects with a focus on ground-up construction. In connection with
the acquisition of BWES, Charge paid $13,500,000 plus 1,285,714
shares of Charge's common stock. Charge announced a
definitive agreement to acquire BWES on December 23,
2021.
Founded in 2006, and head quartered in New Jersey, BWES is an
industry leader for design-build electrical installation solutions.
BWES has captured a niche market, providing electrical contracting
and telecommunications services to commercial and industrial
construction markets to support communities and deliver ground-up
construction projects. BWES has been entrusted with a vast
portfolio of high-profile projects such as the New Jersey State
House restoration, and esteemed academic institutions including
Rutgers University, and the New Jersey K-12 school
system.
The acquisition will broaden Charge's infrastructure offering
with BWES' electrical contracting resources, its proven
standardized processes and its established commercial expertise in
EV charging infrastructure.
About Charge Enterprises Inc.
Our Telecommunications Division
Our Telecommunications division ("Telecommunications")
has provided termination of both voice and data to Carriers and
Mobile Network Operators (MNO's) globally for over two decades and
we will selectively add profitable products and services to this
long-established business.
Our Infrastructure Division
Our Infrastructure division ("Infrastructure") has a
primary focus on two fast growing sectors: EV charging, and
Telecommunications Network 5G, including cell tower, small cell,
and in-building applications. Solutions for these two sectors
include: Design and Engineering, Equipment specification and
sourcing, Installation, Data & software solutions, and Service
and Maintenance.
Our Investment Division
Our Investment division ("Investment") focuses on
opportunities related to our global portfolio to expand our
vision's impact. We aim to invest in opportunities that would
complement our two operating divisions in addition to marketable
securities, including money markets funds and other listed
securities. Our Investment division provides services aimed at
offsetting the overall cost of capital.
We offer our Investment services through our wholly-owned
subsidiary, Charge Investments ("CI").
To find out more:
https://www.charge.enterprises/
About BW Electrical Services
BW Electrical Services provides electrical contracting services for
commercial businesses in New Jersey. The company was founded by a
licensed master electrician in 2006 to build a network of qualified
electricians to help grow communities. BWES has a team of
approximately 74, including approximately 60 International
Brotherhood of Electrical Workers (IBEW) unionized personnel
depoloyed on various projects.
Notice Regarding Forward-Looking Information
This press release contains forward-looking
statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements reflect
current expectations or beliefs regarding future events or Charge's
future performance. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates",
"continues", "forecasts", "projects", "predicts", "intends",
"anticipates", "targets" or "believes", or variations of, or the
negatives of, such words and phrases or state that certain actions,
events or results "may", "could", "would", "should", "might" or
"will" be taken, occur or be achieved. All forward-looking
statements, including those herein, are qualified by this
cautionary statement.
Although Charge believes that the expectations expressed in such
forward looking statements are based on reasonable assumptions,
such statements involve risks and uncertainties, and actual results
may differ materially from any future results expressed or implied
by such forward-looking statements. Such risks and uncertainties
include the business plans and strategies of Charge, Charge's
future business development, market acceptance of electric
vehicles, Charge's ability to generate profits and positive cash
flow, changes in government regulations and government incentives,
subsidies, or other favorable government policies, and other risks
discussed in Charge's filings with the U.S. Securities and
Exchange Commission. Readers are cautioned that the foregoing list
of risks and uncertainties is not exhaustive of the factors that
may affect forward-looking statements. Accordingly, readers should
not place undue reliance on forward-looking statements. The
forward-looking statements in this press release speak only as of
the date of this press release or as of the date or dates specified
in such statements. For more information on Charge, investors are
encouraged to review Charge's public filings on OTC Market at
https://www.otcmarkets.com/stock/CRGE/overview. Charge disclaims
any intention or obligation to update or revise any forward-
looking information, whether as a result of new information, future
events or otherwise, other than as required by law.
Media Contact:
Steve Keyes (248) 952-7022
Steve.keyes@centigrade.com
Contact:
LHA Investor Relations
Carolyn Capaccio, CFA
ccapaccio@lhai.com
212.838.3777

text: Charge Enterprises

text:
BW Electrical Services
LLC

text:
Charge Enterprises
Inc.

text: Charge

text: BW Electrical Services LLC

text: BWES

text: BWES

text: Charge

text: Charge

text: Charge

text: BWES

text: BWES

text: BWES

text: BWES

text: Charge

text: BWES

text: Charge Enterprises Inc.

text: Charge

text: BWES

text: Charge

text: Charge

text: Charge

text: Charge

text: Charge

text: Charge

text: Charge

text: Charge

text: Charge


text:
EX-99.1
11
c219-20140522ex991822690.htm
EX-99.1
EXHIBIT 99_1_Press Release
exhibit 99.1
18100 Von Karman Avenue
Suite 500
Irvine, CA 92612
949.852.0700
NEWS RELEASE
Contact:
Jennifer Schmidt
Phone:
949.333.1721
Email:
jschmidt@steadfastcmg.com
Steadfast Apartment REIT ACQUIRES FIRST ASSET
IRVINE, Calif., May 29, 2014 - Steadfast Apartment REIT announced today the acquisition of its first apartment community, Villages at Spring Hill, a 176-unit complex located in Spring Hill, Tenn., for $14.2 million. As previously disclosed, in connection with the property acquisition, previously authorized cash distributions equal to an annualized rate of 6.0 percent on the purchase price of $15.00 per share will begin being paid.
Villages at Spring Hill is a well-leased apartment community located 40 minutes south of Nashville. Built in 1994, it consists of 15 two-story buildings with one- and two-bedroom apartments and three-bedroom townhomes. The units average 916 square feet and average in-place rents are $808.
All apartment homes feature washer and dryer connections, ample closet and storage space, fully-equipped kitchens, and cozy wood-burning fireplaces in select units.
Community amenities include a pool, 24-hour maintenance, tennis courts, laundry facilities, picnic and grill area, and a sand volleyball court.
The property presents a value-enhancement opportunity and Steadfast plans to complete selective interior upgrades when turning the apartment homes between residents.
"These are two very important milestones for our new REIT", said Ella Shaw Neyland, president of Steadfast Apartment REIT. "Villages at Spring Hill complements the REIT's strategy of acquiring quality apartment communities in top-performing markets. We believe this acquisition approach will bode well for the REIT and its investors".
2-2-2 Steadfast Apartment REIT Acquires First Property and Begins Distribution Payments
Spring Hill is an attractive bedroom community that offers residents convenient access to many shopping, entertainment and dining options. Its economy is bolstered by larger employers such as the General Motors assembly plant. The auto maker plans to inject an additional $350 million into the plant to support additional mid-size vehicle production-retaining/creating an estimated 1,800 jobs. Other major area employers include the Maury Regional Medical Center and IBEX Global.
About Steadfast Apartment REIT
Steadfast Apartment REIT intends to use the proceeds from its continuous offering to acquire and operate a diverse portfolio of well-positioned, institutional-quality apartment communities in targeted markets throughout the United States that have demonstrated high occupancy and income levels across market cycles. The company's objectives are to realize capital appreciation in the value of investments over the long term and pay an attractive and stable cash distribution to shareholders.
Steadfast Apartment REIT is sponsored by Steadfast REIT Investments LLC, an affiliate of Steadfast Companies, an Orange County, Calif.-based group of affiliated real estate investment and operating companies that acquire, develop and manage real estate in the U.S. and Mexico. Steadfast Capital Markets Group, the securities and financial services division of Steadfast Companies, is the dealer manager and will distribute the product through retail broker-dealers and investment advisors.
This release contains certain forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors sections of Steadfast Apartment REIT annual report on Form 10-K and other reports filed with the Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.
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