text:
EX-99.1
3
gatewayexhib991-063009.txt
PRESS RELEASE DATED JULY 6, 2009
EXHIBIT 99.1
G Growing in the mainstream sector of the
gateway energy corporation Natural Gas Industry
Trading Symbol GNRG
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Brad Holmes, Investor Relations
(713) 654-4009 or
Chris Rasmussen, CFO
(713) 336-0844
Gateway Energy Announces Sale of Crystal Beach Terminal and
Shipwreck and Pirates' Beach Gathering Systems
Houston - (PR Newswire) - July 6, 2009 - Gateway Energy Corporation (OTCBB:GNRG)
(the "Company") today announced the sale of certain offshore assets. The first
involves its Shipwreck System consisting of an offshore platform and related
pipelines which are primarily located in Texas state waters in the Gulf of
Mexico in Galveston County, Texas and a related onshore facility known as the
Crystal Beach terminal (the "Shipwreck/Crystal Beach Assets"). In a separate
transaction, the Company also sold its Pirates' Beach gathering system,
primarily located in Texas state waters in the Gulf of Mexico in Galveston
County, Texas (the "Pirates' Beach Assets").
The Shipwreck/Crystal Beach Assets were sold to Impact Exploration & Production,
LLC for consideration consisting of $200,000, payable in four quarterly
installments, and the assumption of liabilities, including abandonment and
retirement obligations with an effective date of June 30, 2009. As a result of
this sale, the Company expects to realize a gain of approximately $425,000
during the second quarter of 2009.
The Pirates' Beach Assets were sold to Emerald Gathering and Transportation,
L.L.C. for consideration consisting of $300,000, $50,000 payable at closing,
with the balance payable thereafter in five monthly installments, and the
assumption of liabilities, including abandonment and retirement obligations. The
sale was made effective June 1, 2009. As a result of this sale, the Company
expects to realize a gain of approximately $112,000 during the second quarter of
2009.
Because these sales involved collateral under the Company's credit agreement,
the credit agreement was amended to reduce the borrowing base to $1.6 million.
We are currently considering pledging additional available assets as collateral
to restore the borrowing base to its prior level of $2.5 million or greater.
Management Comments
Mr. Robert Panico, President and CEO of Gateway said, "These assets service
mature production areas that we believe do not have the long-term growth
potential to meet our strategic objectives. These sales eliminate an estimated
$3.4 million future asset retirement obligation, of which the Company has
already accrued a liability of $2.4 million and would continue accruing an
average of $42,000 per quarter over the next six years. In addition, as a result
of these sales, we expect that our offshore operations will experience
significantly lower insurance and other operating costs. When weighing the
challenges of maintaining adequate profitability from the assets against the
uncertainty of the abandonment and retirement exposure and increasing operating
costs, we determined that the disposition of these assets was in the Company's
best interest. Mr. Panico continued, "These two divestitures will strengthen our
balance sheet and further enhance our ability to pursue significant acquisitions
of assets that better fit into our business strategy".
About Gateway Energy
Gateway Energy Corporation owns and operates natural gas gathering,
transportation and distribution systems in Texas, Texas state waters and in
federal waters of the Gulf of Mexico off the Texas and Louisiana coasts. Gateway
gathers offshore wellhead natural gas production and liquid hydrocarbons from
producers, and then aggregates this production for processing and transportation
to other pipelines. Gateway also transports gas through its onshore systems for
non-affiliated shippers and through its affiliated distribution system and makes
sales of natural gas to end users.
Safe Harbor Statement
Certain of the statements included in this press release, which express a
belief, expectation or intention, as well as those regarding future financial
performance or results, or which are not historical facts, are "forward-looking"
statements as that term is defined in the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended. The words "expect", "plan",
"believe", "anticipate", "project", "estimate", and similar expressions are
intended to identify forward-looking statements. These forward-looking
statements are not guarantees of future performance or events and such
statements involve a number of risks, uncertainties and assumptions, including
but not limited to industry conditions, prices of crude oil and natural gas,
regulatory changes, general economic conditions, interest rates, competition,
and other factors. Should one or more of these risks or uncertainties
materialize or should the underlying assumptions prove incorrect, actual results
and outcomes may differ materially from those indicated in the forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
#####

text: Chris Rasmussen

text: Gateway Energy

text: Crystal Beach Terminal

text: Gateway Energy Corporation

text: Crystal Beach terminal

text: Robert Panico

text: Gateway Energy

text: Gateway Energy Corporation


dataset: buster

text:
EX-99.1
2
dp04132_ex9901.htm
Exhibit 99.1
News Release
IPSCO ACQUIRES NS GROUP
Strengthens Position as a Leader in the North American Energy Tubulars Sector
*Financial Information in U.S. Dollars
*
[Lisle, Illinois]
[December 1, 2006] -- IPSCO Inc. (NYSE/TSX:IPS) announced today the completion of its acquisition of NS Group, Inc., following a favorable vote by NS Group
shareholders.
As part of the deal, IPSCO transferred to the paying agent, $66 per share in cash for each issued and outstanding share of NS Group's common stock. The aggregate price is approximately $1.46 billion, including
NS Group's net cash.
IPSCO financed the acquisition through a combination of cash on hand and debt obtained under a $1.1 billion syndicated credit facility. Bank of America, J.P. Morgan and TD Securities were the lead arrangers for the
syndicated credit facility.
This transaction represents a strategic opportunity for IPSCO to broaden its energy product offering and become the leading North American supplier of tubular products to the robust oil and natural gas sector.
IPSCO's energy product offering has also been expanded to include NS Group's highly attractive seamless pipe and premium oilfield services provided by ULTRA, NS Group's recent acquisition.
"With a more diverse portfolio of products, enhanced production capabilities, excellent market positions in both seamless and welded pipe, and a strong commitment to our customers, IPSCO is well positioned to be
the provider of choice in the North American energy pipe market. Moreover, we believe that this transaction will further enhance our ability to provide value-added products and services to our customers and create value for our shareholders,"
said David Sutherland, President and Chief Executive Officer.
IPSCO is a leading producer of energy tubulars and steel plate in North America with an annual steel making capacity of four million tons. With the acquisition of NS Group, IPSCO now operates four steel mills, eight
pipe mills, scrap processing centers and product finishing facilities in 25 geographic locations across the United States and Canada. The Company's pipe mills produce a wide range of seamless and welded energy tubular products including oil &
gas well casing, tubing, line pipe and large diameter transmission pipe. Additionally, IPSCO is a provider of premium connections for oil and gas drilling and production. IPSCO trades as "IPS" on both the New York and Toronto Stock
Exchanges.
For more information about IPSCO, log on to
www.ipsco.com
.
This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words
"believe", "expect", "will", "can" and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking
statements. Although IPSCO believes the anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from
anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking
statements include: weather conditions affecting the oil patch; drilling rig availability; demand for oil and gas; supply, demand and price for scrap metal and other raw materials; supply, demand and price for electricity and natural gas; demand and
prices for products produced; general economic conditions; a significant change in the timing of, or the imposition of any governmental conditions; the extent and timing of our ability to obtain revenue enhancements and cost savings following the
transaction; and changes in financial markets. These and other factors are outlined in the Company's regulatory filings with the Securities and Exchange Commission and Canadian securities regulators, including those in the Company's 2005
Form 10-K, and its MD&A, particularly as discussed under the heading "Risk Factors Related To Our Industry". IPSCO undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result
of new information, future events or otherwise.
Company Contact:
Tom Filstrup, Director of Investor Relations
Tel. 630 810-4772
tfilstrup@ipsco.com
Media Contact:
John Comrie, QC, Director, Trade Policy and Communication
Tel: 630 404-1420
jcomrie@ipsco.com

label: organization

text: IPSCO

text: NS GROUP

text: IPSCO Inc.

text: NS Group, Inc.

text: NS Group

text: IPSCO

text: NS Group

text: NS Group

text: IPSCO

text: IPSCO

text: IPSCO

text: NS Group

text: NS Group

text: IPSCO

label: person

text: David Sutherland

text: IPSCO

text: NS Group

text: IPSCO

text: IPSCO

text: IPSCO

text: IPSCO

text: IPSCO

text: IPSCO

text: Tom Filstrup

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
2
d34951dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Devon Energy Corporation
333 West Sheridan
Avenue
Oklahoma City, OK 73102-5015
Devon Energy Completes Sale of Barnett Shale Assets
OKLAHOMA CITY - Oct. 1, 2020
- Devon Energy Corp. (NYSE: DVN) today announced that it has completed the sale of its assets in the Barnett
Shale to Banpu Kalnin Ventures (BKV). Devon received a cash payment of $320 million from BKV at closing, after adjusting for a $170 million deposit received in April and purchase-price adjustments that, among other things, allocate
revenues and expenses based on a Sept. 1, 2019, effective date.
The sale agreement with BKV provides Devon the opportunity for contingent cash payments
of up to $260 million based upon future commodity prices, with upside participation beginning at either a $2.75 Henry Hub natural gas price or a $50 West Texas Intermediate oil price. The contingent payment period commences on Jan. 1, 2021 and
has a term of four years. The contingent payments are earned and paid on an annual basis.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the federal securities laws. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of the company. These risks include, but are not limited to: the risk that depressed commodity prices prevent Devon from earning some or all of the contingent payments; and
the other risks identified in the Company's Annual Report on Form
10-K
and its other filings with the Securities and Exchange Commission (SEC). Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this press release are made as of the date hereof, and the
company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.
ABOUT DEVON ENERGY
Devon Energy is a leading independent
energy company engaged in finding and producing oil and natural gas. Based in Oklahoma City and included in the S&P 500, Devon operates in several of the most prolific oil and natural gas plays in the U.S. with an emphasis on achieving strong
returns and capital-efficient cash-flow growth. For more information, please visit
www.devonenergy.com
.
Investor Contacts
Media Contact
Scott Coody,
405-552-4735
Lisa Adams,
405-228-1732
Chris Carr,
405-228-2496

text: Devon Energy

text: Devon Energy

text: Barnett Shale

text: Devon Energy Corp.

text:
Barnett
Shale

text: Banpu Kalnin Ventures

override: organization

text: DEVON ENERGY

text: Devon Energy


text:
EX-99.1
2
y05179exv99w1.htm
EX-99.1
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
WEDNESDAY, SEPTEMBER 21, 2011
CARE INVESTMENT TRUST INC. ANNOUNCES A $20.8 MILLION ACQUISITION OF A
PORTFOLIO OF SENIOR HOUSING FACILITIES
Acquisition of Three Private Pay Assisted Living / Memory Care Facilities Located in the
Mid-Atlantic Region
NEW YORK
-
September 21, 2011
-
Care Investment Trust Inc. (OTCQX: CVTR
) ("Care" or the
"Company"), a real estate investment and finance company that invests in healthcare-related real
estate, today announced that it has acquired three senior housing facilities
from affiliates of Greenfield Senior Living, Inc. ("Greenfield") for $20.8 million.
Simultaneously with the acquisition, Care has leased the facilities back to affiliates of
Greenfield under a master lease having a base term of 12 years with two ten-year
renewal options.
Care funded the investment through cash on hand and approximately $15.5 million of first mortgage
bridge financing from KeyBank National Association. It is anticipated that permanent financing
will be obtained through a KeyBank sponsored Freddie Mac refinancing, expected to occur within
90 days after closing.
Salvatore (Torey) V. Riso, Jr., President and Chief Executive Officer of Care, stated, "Care is
pleased to be working with Greenfield Senior Living, an experienced operator with a
clear passion for providing the highest level of care to seniors. We are thrilled to be taking this first step with Greenfield
and sincerely hope that this will be the start of a long-lasting,
mutually beneficial relationship between our growing organizations".
Mathew
Peponis, Chief Executive Officer of Greenfield, said,
"Greenfield is excited to be partnering with Care. Consistent
with our commitment to provide outstanding care to seniors, we felt
that Care also provided us a unique and collaborative platform to
grow our organization. We look forward to transforming the
experienced senior living with the Care team".
Transaction Highlights:
- Care establishes a strategic relationship with Greenfield, an organization which has been highly successful in operating
quality assisted living, memory care and independent living facilities in Virginia and Tennessee.
- Care acquires three stabilized, private pay assisted living facilities located in Virginia.
- Care will receive projected GAAP revenues provided from the acquisition of the properties for
calendar years 2011 and 2012 of approximately $480,000 and $1,920,000, respectively, which includes
non-cash straight-line rent of approximately $68,000 and $274,000 in calendar years 2011 and 2012,
respectively. Aggregate occupancy across the portfolio was 95.7% as of August 2011.
- The
portfolio contains 164 total licensed beds, consisting of 115 assisted living beds and
49 Memory Care beds. The properties have an average age of 14 years, and are well-positioned for
continued high occupancy and consistent financial performance
within their communities. The properties have exhibited stable operating
performance, with aggregate occupancy levels averaging in excess of 90 percent over the last two
full years.
1
About Care Investment Trust Inc.
Care Investment Trust Inc. is a real estate investment and finance company investing in
healthcare-related real estate.
About Greenfield Senior Living Inc.
Greenfield Senior Living Inc. has successfully grown from one senior housing facility into a
regional operator of nine facilities. Eight of the facilities are located in Virginia with the
remaining facility located in eastern Tennessee. Offering assisted living, memory care and
independent living, Greenfield is passionately dedicated to "caring for those who cared for us,"
and strives to make a difference in the lives of its residents and their families. Greenfield's
mission is to allow residents to lead full and enriching lives with dignity. Through superior
care, Greenfield attempts to transform senior living at its communities.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All forward-looking statements involve risks, uncertainties and
contingencies, many of which are beyond Care Investment Trust Inc.'s control, which may cause
actual results, performance, or achievements to differ materially from anticipated results,
performance, or achievements. All statements contained in this release that are not clearly
historical in nature are forward-looking, and the words "anticipate", "believe", "estimate,"
"expect", "plan", "target", and similar expressions are generally intended to identify
forward-looking statements. Economic, business, funding market, competitive and/or regulatory
factors, among others, affecting Care Investment Trust Inc.'s businesses are examples of factors
that could cause actual results to differ materially from those described in the forward-looking
statements in addition to those factors specified in Care Investment Trust Inc.'s Annual Report on
Form 10-K, as well as Care Investment Trust Inc.'s Quarterly Reports on Form 10-Q. Care Investment
Trust Inc. is under no obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements, whether as a result of new information, future events or
otherwise.
For more information on the Company, please visit the Company's website at
www.carereit.com
FOR FURTHER INFORMATION:
AT
CARE INVESTMENT TRUST:
Salvatore (Torey) V. Riso, Jr.
Steven M. Sherwyn
President & Chief Executive Officer
Chief Financial Officer & Treasurer
(212) 446-1414
(212) 446-1407
triso@carereit.com
ssherwyn@carereit.com
2

text: CARE INVESTMENT TRUST INC.

text: Care

text: Care Investment Trust Inc.

text: Care

text: Greenfield Senior Living, Inc.

text: Care

text: Care

text: Care

text: Care

text:
Mathew
Peponis

text: Care

text: Care

text: Care

text: Care

text: Care

text: Care

text: Care

text: Care Investment Trust Inc.

text: Care Investment Trust Inc.

text: Care Investment Trust Inc.

text: Care Investment Trust Inc.

text: Care Investment Trust Inc.

text: Care Investment Trust Inc.

text:
Care Investment
Trust Inc.

text: Steven M. Sherwyn


text:
EX-99
3
ex99.htm
NEWS RELEASE
BLACK HILLS CORPORATION
Contacts:
Investor Relations:
Jeff Berzina
605-721-2346
Investor Relations:
Jason Ketchum
605-721-2765
Media Relations:
Barbara Zar
605-721-2366
BLACK HILLS CORP. COMPLETES PURCHASE
OF FIVE AQUILA UTILITY PROPERTIES
Significantly broadens regional presence and utility operations
RAPID CITY, S.D., July 14, 2008 - Black Hills Corp. (NYSE: BKH) today announced it has completed the $940 million cash purchase of five Aquila Inc. utilities in four states. Black Hills acquired Aquila's electric utility in Colorado and Aquila's four natural gas utilities in Colorado, Iowa, Kansas and Nebraska.
The $940 million purchase price, subject to final closing adjustments, was financed through a $380 million borrowing on the company's $1 billion acquisition facility and cash proceeds from the July 11, 2008, sale of seven independent power production facilities as further outlined below.
In order to prepare to serve more than 600,000 additional customers, Black Hills hired approximately 200 new employees in Colorado, Nebraska and South Dakota. Approximately 1,050 current Aquila employees from the five utilities join Black Hills, bringing the total company's number of employees to 2,200.
"This acquisition is an important milestone in our strategic plan", said David R. Emery, chairman, president and chief executive officer of Black Hills Corp. "With this transaction, the company is building a platform for growth based on a foundation of stable cash flow, more predictable earnings and increased efficiencies. It complements the company's existing businesses and substantially broadens Black Hills' regional presence and utility operations.
"The Aquila transaction more than doubles the number of Black Hills employees and increases our utility customer base five-fold. We welcome these new employees and look forward to serving our new customers. I am extremely proud of the Aquila and Black Hills employees and thank them for their hard work and dedication. Their extra efforts have created a successful transition in addition to keeping all of our businesses performing well. We look forward to our future and remain committed to improving life with energy in the communities where we live and serve".
- more -
Page 2, Black Hills Corp. Completes Purchase
The acquired Aquila utilities will operate under the name "Black Hills Energy." In the coming months, the company's trucks, signs and customer bills will be branded with the new name. More information will be available in future communications.
Customers will continue to receive the same trusted coverage and service they have come to depend on. They will benefit from enhancements to programs and services, including service from Aquila's Lincoln, Neb., call center and a new call center operating in Rapid City.
Black Hills on Feb. 7, 2007, announced its intent to acquire the four Aquila gas utilities and one electric utility and began an extensive approval process. Black Hills' purchase of these assets was cross-contingent with the merger of Great Plains Energy and Aquila. The Missouri Public Service Commission on July 1, 2008, issued the order granting the final regulatory approval needed to complete the transaction, and the order became effective today. All three companies' boards of directors approved the asset purchase/sale and merger agreements, as did shareholders of Aquila and Great Plains Energy, the company purchasing Aquila's Missouri assets. The transaction also received approvals from state regulatory commissions in the four other states involved in the sale and the Federal Energy Regulatory Commission, and passed Hart-Scott-Rodino antitrust review.
IPP SALE PROCEEDS UTILIZED FOR AQUILA PURCHASE
The pre-tax net cash proceeds received upon the close of the IPP sale were approximately $756 million, including the effects of approximately $67.5 million of associated project level debt repayment, estimated working capital adjustments and other costs. Additionally, the company expects to make income tax payments associated with the gain on the IPP asset sale of approximately $50 million to $75 million. Through tax planning, the company expects to defer tax payments in the range of $135 million to $160 million. The pre-tax book gain on the IPP sale is in the range of $225 million to $250 million.
- more -
Page 3, Black Hills Corp. Completes Purchase
EARNINGS GUIDANCE
With the two largest transactions in our history now complete, the company expects to issue revised earnings guidance for 2008 and initial earnings guidance for 2009 within 60 days. Early in the second quarter of 2008, the company suspended any revisions to previously issued earnings guidance due to uncertainty in the timing of the Aquila transaction closing, which was originally expected in the first quarter of 2008, and the impact of the sale of seven independent power production facilities.
INVESTOR CALL
Black Hills will conduct a conference call and webcast at 11 a.m. EDT Tuesday, July 15. To listen to the live broadcast, call 800-762-4717. To access the live webcast and download a copy of the investor presentation, go to the Black Hills' Web site at blackhillscorp.com and click "Webcast" in the "Investor Relations" section. Listeners should allow at least five minutes to register and access the presentation. For those unable to listen to the live broadcast, a replay will be available by telephone through Tuesday, July 22, 2008 at 800-475-6701 in the United States and at 320-365-3844 for international callers. Callers need to enter the access code 953838# when prompted.
- more -
Page 4, Black Hills Corp. Completes Purchase
ABOUT BLACK HILLS CORPORATION
Black Hills Corporation is a diversified energy company with a tradition of exemplary service and a vision to be the energy partner of choice. The company serves 750,000 utility customers in Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. The non-regulated business
unit generates electricity, produces natural gas, oil and coal, and markets energy. We partner to produce results that improve life with energy. Learn more at blackhillscorp.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release includes "forward-looking statements" as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, included in this release that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including the risk factors described in Item 1A of Part I of our 2007 Annual Report on Form 10-K filed with the SEC, Item 1A of Part II of our March 31, 2008 Quarterly Report on Form 10-Q, and the following:
* Our ability to successfully integrate and profitably operate acquisitions;
* Our ability to obtain adequate cost recovery for our retail utility operations through regulatory proceedings and receive favorable rulings in periodic applications to recover costs for fuel and purchased power in our regulated utilities;
* Our ability to complete the permitting, construction, start-up and operation of power generating facilities in a cost-effective and timely manner;
* Our ability to sustain favorable income tax positions taken that result in the deferral of taxes;
* Our ability to obtain favorable regulatory rulings when we seek to add power generation assets into our rate base;and
* Other factors discussed from time to time in our other filings with the SEC.
New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.
###

text: BLACK HILLS

text: BLACK HILLS CORP.

text: Black Hills Corp.

text: Black Hills

text: Black Hills

text: Black Hills

text: David R. Emery

text: Black Hills Corp.

text: Black Hills

text: Black Hills

text: Black Hills

text: Black Hills Corp.

text: Black Hills

text: Black Hills

text: Black Hills

text: Black Hills Corp.

text: Black Hills

text: Black Hills

text: Black Hills Corp.

text: BLACK HILLS

text: Black Hills


text:
EX-99.1
4
v168467_ex99-1.htm
Exhibit
99.1
FOR IMMEDIATE
RELEASE
:
VILLAGEEDOCS
ANNOUNCES SALE OF TAILORED BUSINESS SYSTEMS TO HARRIS COMPUTER
CORPORATION
SANTA ANA, CA, December 7, 2009-VillageEDOCS, Inc.
(OTCBB:VEDO),
a
Software as a Service ("SaaS") provider, today announced that it has
completed the sale of its wholly-owned subsidiary Tailored Business Systems,
Inc. ("TBS") to N. Harris Computer Corporation and its affiliate for $2.5
million in cash. TBS specializes in municipal management and tax
accounting software solutions for local and county government.
The sale
of TBS strengthens VillageEDOCS' focus on its MessageVision Platform ("MVP")
which includes: enterprise content management, workflow management and
communications applications, all offered as a cloud service. Additionally,
VillageEDOCS will concentrate its attention around revealing the new
capabilities of the MVP platform to the thousands of existing users at over 750
customers that include the Federal Reserve, Domino's Pizza, Citicorp and the
Commonwealth of Virginia, as well as continuing to expand its base of new
customers.
"So many
of the staff at TBS have been the nicest people to work with, and I look forward
to staying in touch with them", said Mason Conner, CEO of
VillageEDOCS. "TBS is principally a hardware and software company
which is no longer part of our core business strategy going
forward. We believe the sale provides VillageEDOCS with better
utilization of our cash and other assets as we move into the broader market
awareness phase of the capabilities of MVP", he added.
About
VillageEDOCS, Inc.
VillageEDOCS
provides the MessageVision Platform ("MVP"), a leading Software as a Service
("SaaS") offering that ships business information electronically and manages it
by capturing, forming and delivering information using business process
management and communication. MVP is a combination of unified
communications and business process management solutions blended into a single,
unified, scalable platform; eliminating the need for capital expenditures,
operational costs and broad technology risks. MVP provides a single
source for a wide range of business information management and communication
applications on a pay-as-you-go financial model. For further information on
VillageEDOCS, visit our website at
www.villageedocs.com
.
Forward-Looking
Statements
This
press release, together with other statements and information publicly
disseminated by VillageEDOCS, contains certain 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. You should not
rely on forward-looking statements since they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond VillageEDOCS'
control and which could materially affect actual results, performances or
achievements. Factors that may cause actual results to differ materially from
current expectations include the risk factors discussed in VillageEDOCS' filings
with the Securities and Exchange Commission.
###

text: TAILORED BUSINESS SYSTEMS

text:
HARRIS COMPUTER
CORPORATION

text: Software as a Service

text:
Tailored Business Systems,
Inc.

text: N. Harris Computer Corporation

text: Mason Conner

text: Software as a Service


text:
EX-99.01
4
ex99-01.htm
Exhibit
99.01
H/Cell
Energy Acquires PVBJ
Flemington,
NJ, February 5, 2018 (GLOBE NEWSWIRE) - H/Cell Energy Corporation (OTCQB-HCCC), a company developing clean energy solutions
featuring hydrogen energy systems, has announced that effective February 1, 2018, it acquired PVBJ Inc. ("PVBJ") of
Downingtown, Pennsylvania for $1 million of HCCC stock and $221,800 in cash. The value is subject to adjustment if the net tangible
asset value does not fall between certain parameters as of the closing date.
Established
in 2008 and historically profitable, PVBJ is well recognized for the design, installation, maintenance and emergency service of
environmental systems both in residential and commercial markets. PVBJ is now expanding into renewable energy systems. The company
has an extensive and notable customer base. Paul Benis, the President of PVBJ, will remain in his position and became an Executive
Vice President of HCCC, focusing on the management and development of future acquisitions.
Andrew
Hidalgo, CEO of HCCC, commented, "Our acquisition strategy focuses on companies that are profitable, have a significant
customer base that can be introduced to our technology and have a talented group of technicians that can be trained to install
our systems. PVBJ meets all these requirements. They have been a very successful company and we look forward to assimilating their
organization into HCCC".
Paul
Benis, President of PVBJ, stated, "When we met with the HCCC team and saw their hydrogen energy systems, we knew right away
that this is the future for off grid clean energy. We believe that with our technical talent and expansive customer base, we will
be able to deliver these clean energy solutions while continuing to grow our core business in environmental systems. We feel that
this is a winning combination and we look forward to building value for HCCC and its shareholders".
About
H/Cell Energy Corporation:
H/Cell
Energy Corporation is a systems integrator that focuses on the design and implementation of clean energy solutions including solar,
battery technology and hydrogen energy systems. In addition, through its Pride Group subsidiary based in Australia, HCCC also
provides security systems integration. HCCC serves the residential, commercial and government sectors. Please visit our website
at
www.hcellenergy.com
for more information.
Forward
Looking Statements:
Certain
statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may be identified by the use of forward-looking words such as "anticipate", "believe,"
"forecast", "estimate", "expect", and "intend", among others. These forward-looking
statements are based on current expectations and actual results could differ materially. H/Cell Energy Corporation does not undertake
an obligation to update or revise any forward-looking statement. The information set forth herein speaks only as of the date hereof.
H/Cell
Energy Corporation
Investor
Relations
908-837-9097
x-2

text:
H/Cell
Energy

text: PVBJ

text: H/Cell Energy Corporation

text: PVBJ Inc.

text: PVBJ

text: PVBJ

text: PVBJ

text: Paul Benis

text: PVBJ

text:
Andrew
Hidalgo

text: PVBJ

text:
Paul
Benis

text: PVBJ

text: H/Cell Energy Corporation

text:
H/Cell
Energy Corporation

text: H/Cell Energy Corporation

text:
H/Cell
Energy Corporation


text:
EX-99.2
2
ex992.htm
EXHIBIT 99.2
EXHIBIT 99.2
General Indemnity Group Announces the Acquisition of United Casualty and Surety Insurance Company
December 07, 2016 04:23 PM Eastern Standard Time
BOSTON--(
BUSINESS WIRE
)--General Indemnity Group, LLC, ("GIG"), a subsidiary of
Boston Omaha Corporation
(OTC: BOMN), announced today that it has completed the previously disclosed acquisition of United Casualty and Surety Insurance Company ("UCS"), of Quincy, Massachusetts. UCS is a leading provider of both contract and commercial surety products, and has earned a reputation for strength and service with its agents and clients. The business and its employees will remain in their current location outside of Boston, under the continued leadership of Todd Carrigan.
As a surety specialist since 1989, United Casualty and Surety has solutions for any situation, offering innovative structures and terms for even the most difficult cases. For more information on UCS, or for any surety needs, please visit:
www.unitedcasualty.com
This acquisition continues GIG's entry in the surety space, after its purchase earlier this year of The Warnock Agency, whose site
www.EZSuretyBonds.com
offers bonds in all 50 states.
General Indemnity Group, LLC
General Indemnity Group, LLC, and its subsidiaries offer a broad range of insurance and related services. For more information on General Indemnity, please visit:
www.gi.insure
.
United Casualty and Surety Insurance Company
United Casualty and Surety Insurance Co., is a leading provider of both contract and commercial surety products. Established in 1989, UCS has a financial strength rating of A- (excellent) from A.M. Best, and is approved by the United States Department Treasury for Federal Bonds.
Contacts
General Indemnity Group, LLC
Michael Scholl, ACAS, MAAA, (857) 246-9399
President
or
United Casualty and Surety Insurance Company
Todd Carrigan, (617) 471-1112, x 108
President

text: General Indemnity Group

text: General Indemnity Group, LLC

text: GIG

text: Boston Omaha Corporation

text: GIG

text: General Indemnity Group, LLC

text: General Indemnity Group, LLC

text: General Indemnity Group, LLC


text:
EX-99.1
10
c93900exv99w1.txt
PRESS RELEASE DATED APRIL 1, 2005
EXHIBIT 99.1
ENHERENT CORP. AND DYNAX SOLUTIONS COMPLETE MERGER
For Immediate Release
NEW YORK, NEW YORK (APRIL 1, 2005) - IT professional services firms ENHERENT
CORP. (OTCBB: ENHT, www.enherent.com) and Dynax Solutions, Inc. today announced
that their respective stockholders have approved the previously announced merger
of Dynax Solutions, Inc. with and into enherent Corp. and that the merger has
been consummated. As a result of the merger, former shareholders of Dynax
Solutions own approximately 50% of the common stock of ENHERENT on a fully
diluted basis.
The merged companies operate under the ENHERENT name and offer business
solutions and IT staffing services. As a result of the merger, ENHERENT has
approximately 230 IT professionals servicing Fortune 1000 and mid-market clients
throughout the Northeast and South. Combined revenues of ENHERENT and Dynax
Solutions were approximately $30MM for the year ended December 31, 2004.
Pamela Fredette will serve as Chairman, Chief Executive Officer and President of
ENHERENT. Doug Catalano, ENHERENT'S former Chief Executive Officer, will
continue to serve as a member of the Board, and Doug Mellinger will continue to
serve as Vice Chairman of the Board. Executives of both firms will serve on the
management team of the combined firm. ENHERENT will be headquartered in New York
City.
ENHERENT'S management believes that the merger should:
- Increase critical mass and visibility
- Improve profitability through reductions in redundant operating expenses
- Facilitate increased leverage from strategic partnerships
- Create movement of business toward a higher margin of mix of professional
staffing and IT solutions
- Allow cross-selling of services and solutions to a larger collective
customer base
- Increase geographic reach
"I believe that the combination of ENHERENT and Dynax Solutions results in a
company with a size and portfolio of services that should help management
achieve its goal of delivering strong financial performance and stockholder
value", said Pamela Fredette, ENHERENT'S Chairman, Chief Executive Office and
President.
ABOUT ENHERENT
ENHERENT CORP. (OTCBB: ENHT) is an information technology professional services
firm providing its clients with (a) staffing and consultative resources either
on a temporary or a permanent basis and (b) teams of technical consultants
trained in the delivery of solutions to
systems integration, network and security and application services. ENHERENT
also provides solutions outsourcing involving software development. ENHERENT
customers can be found in any different industry segments, from the Fortune 500
to middle-market enterprises. The company, headquartered in New York City,
operates throughout the northeastern and southern United States and has sales
locations in Connecticut, New York City, Long Island, N.Y., North Carolina and
Washington, D.C. For more information visit www.enherent.com.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Except for the historical information and discussions contained herein,
statements contained in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on certain assumptions and analyses made by
ENHERENT derived from its experience and perceptions. Actual results and
developments may vary materially from those described because they are subject
to a number of known and unknown risks and uncertainties. Such risks and
uncertainties include, but are not limited to, future demand for ENHERENT'S
services; general economic, market and business conditions; anticipated benefits
of the merger; and various other factors discussed in ENHERENT'S filings with
the Securities and Exchange Commission including those set forth under Item 7 of
ENHERENT'S recent Annual Report on Form 10-K for the year ended December 31,
2004.
CONTACT INFORMATION:
Lori Stanley
enherent Corp.
lstanley@enherent.com
(212) 331-8633

text: ENHERENT CORP.

text: DYNAX SOLUTIONS

text:
ENHERENT
CORP.

text: Dynax Solutions, Inc.

text: Dynax Solutions, Inc.

text: enherent Corp.

text:
Dynax
Solutions

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: ENHERENT

text:
Dynax
Solutions

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: Dynax Solutions

text: ENHERENT

text: ENHERENT

text: ENHERENT CORP.

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: ENHERENT

text: enherent Corp.


text:
EX-99
3
ex_99-2.htm
EX_99-2-PRESS RELEASE 11-30-07
Exhibit 99.2
[AMPAL LOGO]
FOR:
AMPAL-AMERICAN ISRAEL CORPORATION
CONTACT:
Irit Eluz
CFO - SVP Finance & Treasurer
1 866 447 8636
irit@ampal.com
FOR:
Israel Infrastructure Fund
CONTACT:
Yaron Kestenbaum - CEO
011-972-3-7110711
Kestenbaum.Y@iif.co.il
FOR:
KM/KCSA Investor Relations
CONTACT:
Roni Gavrielov
011-972-3-516-7620
roni@km-ir.co.il
Marybeth Csaby / David Burke
212-896-1236 / 212-896-1258
mcsaby@kcsa.com / dburke@kcsa.com
FOR:
Fleisher Communication & Public Relations
CONTACT:
Dana Kamrat/Keren Paz
011-972-3-624-1241
danakfleisher-pr.com
keren@fleisher-pr.com
Ampal-American Israel Corporation and Israel Infrastructure Fund Establish a Joint Venture with Institutional Investors in Israel to hold Interests in EMG.
TEL AVIV, Israel, November 30, 2007
- Ampal-American Israel Corporation (Nasdaq:AMPL) and Israel Infrastructure Fund ("IIF"), leading a group of institutional investors, announced the closing of a joint venture to invest in East Mediterranean Gas. Co. (S.A.E.), an Egyptian corporation ("EMG"). Ampal and the institutional investors will each hold a 50% interest in the joint venture. The formation of the joint venture was announced on June 7, 2007.
The joint venture is a newly formed Israeli limited partnership, "Merhav Ampal Energy Holdings, LP" whose general partner is an Israeli company equally owned by Merhav Ampal Energy Ltd. (a wholly owned subsidiary of Ampal) and IIF. IIF, leading the group of institutional investors in the joint venture, is a private equity fund specializing in investment opportunities in infrastructure projects.
EMG is an Egyptian joint stock company that has been given the right to export natural gas from Egypt to Israel and other locations in the East Mediterranean basin including via an underwater pipeline. The pipeline, which EMG expects to be completed during the first quarter of 2008, will run from El-Arish, Egypt to Ashkelon, Israel.
At closing, the joint venture purchased a 4.3% interest in EMG from Merhav (m.n.f) Ltd. ("Merhav") for a purchase price of approximately $95,355,000, using funds provided by the institutional investors. This represents the same purchase price (on a per share basis) paid by Ampal for its December 2006 purchase of EMG shares.
In addition to the joint venture's purchase from Merhav, Ampal contributed, at closing, a 4.3% interest in EMG into the joint venture, which will hold a total of 8.6% of the outstanding shares of EMG. Ampal's contribution is being valued at the same price per EMG share as the joint venture's purchase from Merhav.
After closing, Ampal's beneficial interest in EMG remained 12.5% of the outstanding shares of EMG, with 8.2% held directly and 4.3% held by through the joint venture.
Yosef A. Maiman, the Chairman, President and CEO of the Company and a member of the controlling shareholder group of the Company, is the sole owner of Merhav. After this transaction, Merhav continues to hold 8.2% of EMG.
About Ampal
Ampal and its subsidiaries primarily acquire interests in businesses located in the State of Israel or that are Israel-related. Ampal has diversified interests in the following sectors: Energy, Real Estate and others. For more information about Ampal please visit our web site at www.ampal.com.
About Israel Infrastructure Fund
IIF is a private equity fund specializing in investment opportunities in infrastructure projects with the potential to generate significant interest and dividend income and capital appreciation. IIF has diversified interests in the following sectors: Energy, Water, Environment, Transport and others. For more information about IIF please visit our web site at www.iif.co.il
Safe Harbor Statement
Certain information in this press release includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to Ampal that are based on the beliefs of management of Ampal as well as assumptions made by and information currently available to the management of Ampal. When used in this press release, the words "anticipate", "believe", "estimate", "expect", "intend", "plan", and similar expressions as they relate to Ampal or Ampal's management, identify forward-looking statements. Such statements reflect the current views of Ampal with respect to future events or future financial performance of Ampal, the outcome of which is subject to certain risks and other factors which could cause actual results to differ materially from those anticipated by the forward-looking statements, including among
others, the economic and political conditions in Israel, the Middle East, including the situation in Iraq, and the global business and economic conditions in the different sectors and markets where Ampal's portfolio companies operate. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from those described herein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to Ampal or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Please refer to the Ampal's annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. Ampal assumes no obligation to update or revise any forward-looking statements

text: AMPAL-AMERICAN ISRAEL CORPORATION

text: Irit Eluz

label: fund

text: Israel Infrastructure Fund

override: fund

text: Ampal-American Israel Corporation

text: Israel Infrastructure Fund

text: EMG

text: Ampal-American Israel Corporation

text: Israel Infrastructure Fund

text: IIF

text: East Mediterranean Gas. Co.

text: EMG

text: Merhav

text: Merhav

text: IIF

text: IIF

text: EMG

text: EMG

text: EMG

text: Merhav

text: Merhav

text: EMG

text: Merhav

text: EMG

text: EMG

text: EMG

text: Merhav

text: EMG

text: EMG

text: Merhav

text: Merhav

text: EMG

text: Israel Infrastructure Fund

text: IIF

text: IIF

text: IIF


text:
EX-99.2
6
d524533dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Wheeler Real Estate Investment Trust, Inc. Purchases
887,917-SF
JANAF Shopping Yard in
Norfolk for $85.65 Million
Region's Largest Retail Transaction in Five Years
FOR IMMEDIATE RELEASE
Media Contact: Cindy Mackey,
757-754-4553,
cindy@thinkotto.com
NORFOLK, Va. - January 22,
2018 - Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR), a fully-integrated, self-managed commercial real estate investment company with a primary focus on grocery-anchored centers, announced today that WHLR-JANAF, LLC, a wholly-owned
subsidiary, has purchased JANAF Shopping Yard, an
887,917-square-foot
shopping destination in Norfolk for $85.65 million.
JANAF is the largest
open-air
shopping center in the region, and this transaction is the largest
non-mall
retail sale in the past five years, according to broker Ryan Sciullo with CBRE who along with Bill Kent handled the sale. JANAF Shopping Yard was one of the first large suburban shopping centers in the
United States when it opened to the public in 1959. The property's original investment group was composed of retired and active-duty military personnel who aptly named the center JANAF an acronym for Joint Army Navy Air Force.
"JANAF Shopping Yard is a key shopping district serving Southside Hampton Roads and this growing area is attracting robust investment", said Mayor
Kenneth Cooper Alexander. "The City's vision for this area is building on various assets and will play an important role in defining our future. We appreciate that Wheeler is increasing its corporate portfolio to include one of
Norfolk's commercial destinations. And, we are proud to have local ownership of this valuable asset".
Jon S. Wheeler, chairman and chief
executive officer of Wheeler, stated, "JANAF is an iconic property located nine miles from our corporate headquarters. This asset aligns perfectly with our business strategy of owning the dominant center in secondary and tertiary markets. We
expect JANAF to be a long-term play for WHLR as we believe there is tremendous value in the underlying real estate. "
The location of JANAF Shopping
Yard makes it one of the most desirable in Hampton Roads. It is located at the intersection of Military Highway and Virginia Beach Blvd., which is one of the most traveled intersections with high traffic counts, and it is easily accessible to both
Interstates 64 and 264. JANAF draws customers from a
25-mile
radius.
"The area surrounding JANAF Shopping
Yard is going through an economic boom with the recent opening of the Norfolk Premium Outlets and with IKEA's second store in Virginia, making this area the premier retail destination in the region capable of drawing shoppers from a
75-mile
radius", said Chuck Rigney, Director of Economic Development. "In addition, transportation infrastructure improvements on Military Highway as well as on
I-264
are underway, accommodating our region's resident and tourists with more modern accessibility and direct access".
"We partnered with Norfolk Economic Development on a previous development in the Berkley section of Norfolk", added Wheeler. "We continue to
enjoy a very strong relationship and look forward to working with the City to continue the success of this mile-long retail destination".
About JANAF Shopping Yard
Since its inception,
JANAF Shopping Yard has undergone numerous transformations with the last major renovation in 2006. As of September 30, 2017, it is 94% occupied and includes an outstanding assortment of major retailers including BJ's Wholesale Club and
Fuel Center (151,345 square feet);
T.J. Maxx (37,383 square feet); Petco (17,000 square feet); Wawa (7,240 square feet); and Big Lots (42,500 square feet). Service and necessity providers such as the United States Postal Service,
SunTrust Bank and others are also tenants that serve the surrounding community.
JANAF is also home to a number of national restaurants including Qdoba,
Subway, Hooters, Burger King, Little Caesars, Logan's Roadhouse, Olive Garden, Cici's, Panera Bread, Popeyes, Applebee's and Firehouse Subs. Additionally, there is a
six-stall
Tesla
Supercharging Station. The next closest locations are nearly 100 miles or more from Norfolk.
About Wheeler Real Estate Investment Trust, Inc.
Headquartered in Virginia Beach, Va., Wheeler Real Estate Investment Trust, Inc. is a fully-integrated, self-managed commercial real estate
investment company focused on acquiring and managing income-producing retail properties with a primary focus on grocery-anchored centers. Wheeler's portfolio contains well-located, potentially dominant retail properties in secondary and
tertiary markets that generate attractive risk-adjusted returns, with a particular emphasis on grocery-anchored retail centers. Additional information about Wheeler Real Estate Investment Trust, Inc. can be found at the company's corporate
website:
www.whlr.us
.
Click here to view a video on JANAF Shopping Yard
https://vimeo.com/246146660
Forward-looking Statement
This press release may
contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as "may", "will", "intend", "should", "believe,"
"expect", "anticipate", "project", "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. The Company's expected results may not be achieved,
and actual results may differ materially from expectations. Specifically, the Company's statements regarding the Company's ability to successfully (a) secure new tenants, (b) implement its business plan and strategy and
(c) the Company's ability to maintain a long-term relationship with the City of Norfolk are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors,
some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For these reasons, among others, investors are cautioned not to
place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The
Company undertakes no obligation to publicly revise these
forward-looking
statements to reflect events or circumstances that arise after the date hereof.
###

text: JANAF Shopping Yard

text: WHLR-JANAF, LLC

text: JANAF Shopping Yard

text: JANAF Shopping Yard

text: JANAF Shopping Yard

text: Jon S. Wheeler

text:
JANAF Shopping
Yard

text:
JANAF Shopping
Yard

text: Chuck Rigney

text: JANAF Shopping Yard

text: JANAF Shopping Yard

text: JANAF Shopping Yard


text:
EX-99.1
4
s002461x2_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
SYNNEX Corporation Completes Transaction with Convergys Corporation
Cincinnati, Ohio - October 5, 2018
- Convergys Corporation (NYSE: CVG) today announced that SYNNEX Corporation ("SYNNEX") (NYSE: SNX) has completed its previously announced acquisition of Convergys. Convergys common shares will cease trading on The New York Stock Exchange prior to market open today, and will be delisted.
Pursuant to the definitive merger agreement among Convergys, SYNNEX and certain affiliates of SYNNEX, dated as of June 28, 2018, Convergys shareholders will receive, for each common share of Convergys held, (i) $13.25 in cash and (ii) 0.1263 shares of SYNNEX common stock. Convergys shareholders of record should wait to receive a letter of transmittal before surrendering their Convergys common shares in exchange for the merger consideration.
In connection with the acquisition, notice is hereby given to holders of Convergys's 5.75% junior subordinated convertible debentures due 2029 (the "Debentures"), pursuant to the indenture governing the Debentures (as supplemented, the "Indenture"), notifying holders that as a result of the completion of the acquisition and the termination of trading of Convergys common shares on The New York Stock Exchange, a "Fundamental Change" and a "Make-Whole Fundamental Change", each as defined in the Indenture, has occurred effective as of October 5, 2018.
Centerview Partners acted as financial advisor to Convergys in connection with the acquisition by SYNNEX, and Wachtell, Lipton, Rosen & Katz was legal counsel to Convergys.
About Convergys
Convergys delivers consistent, quality customer experiences in 58 languages and from more than 150 locations around the globe. We partner with our clients to improve customer loyalty, reduce costs, and generate revenue through an extensive portfolio of capabilities, including customer care, analytics, tech support, collections, home agent, and end-to-end selling. We are committed to delighting our clients and their customers, delivering value to our shareholders, and creating opportunities for our talented, caring employees in 33 countries around the world.
Visit www.convergys.com to learn more about us.
About SYNNEX
SYNNEX Corporation (NYSE: SNX) is a Fortune 200 corporation and a leading business process services company, providing a comprehensive range of distribution, logistics and integration services for the technology industry and providing outsourced services focused on customer engagement to a broad range of enterprises. SYNNEX distributes a broad range of information technology systems and products, and also provides systems design and integration solutions. Concentrix, a wholly-owned subsidiary of SYNNEX Corporation, offers a portfolio of strategic solutions and end-to-end business services focused on customer engagement, process optimization, technology innovation, front and back-office automation and business transformation to clients in ten identified industry verticals. Founded in 1980, SYNNEX Corporation operates in numerous countries throughout North and South America, Asia-Pacific and Europe. Additional information about SYNNEX may be found online at www.synnex.com.

text: SYNNEX Corporation

text: Convergys Corporation

text: Convergys Corporation

text: SYNNEX Corporation

text: Convergys

text: Convergys

text: Convergys

text: Convergys

text: Convergys

text: Convergys

text: Convergys

text: Convergys

text: Convergys

text: Centerview Partners

text: Convergys

text: Wachtell, Lipton, Rosen & Katz

text: Convergys

text: Convergys

text: Convergys

text: SYNNEX Corporation

text: SYNNEX Corporation

text: SYNNEX Corporation


text:
EX-99.1
3
a8-kfcsclosingexhibit991.htm
EX-99.1
Document
Exhibit 99.1
Grace News
Media Relations
Caitlin Leopold
+1 410.531.8870
caitlin.leopold@grace.com
Investor Relations
Jason Hershiser
+1 410.531.8835
jason.hershiser@grace.com
Grace Completes Acquisition of Fine Chemistry Business
COLUMBIA, Md., JUNE 1, 2021 - W. R. Grace & Co. (NYSE: GRA, the "Company") today announced the completion of its acquisition of the Fine Chemistry Services business ("FCS") of Albemarle Corporation (NYSE: ALB) for approximately $570 million, including $300 million paid in cash and $270 million funded through the issuance to Albemarle of non-participating preferred equity of a newly created Grace subsidiary.
"This investment represents an important step forward in Grace's growth strategy. FCS brings compelling innovation and manufacturing capabilities to our Materials Technologies business, enabling us to better serve our customers with high-value solutions that span every stage of their development cycle", said Hudson La Force, Grace's President and Chief Executive Officer. "We are thrilled to welcome the FCS team to Grace and look forward to leveraging their deep expertise to strengthen and expand our fast-growing pharma portfolio".
"FCS builds on the strengths of our Materials Technologies portfolio by expanding our expertise and offerings and further deepens our position in high growth pharma markets such as oncology, diabetes, cardiovascular, and antiviral. The talented and engaged team shares our values and vision to be indispensable to our customers. Our customers will be delighted with the benefits of the combined innovation and manufacturing capabilities", said Sandra Wisniewski, President, Grace Materials Technologies.
Pharma & Consumer is the largest, fastest growing and most profitable subsegment within Grace's Materials Technologies business. FCS adds a comprehensive portfolio of high-value products and services with highly complementary analytical, regulatory and manufacturing capabilities to Grace's existing pharma portfolio focused on chromatographic resins, formulation excipients and drug delivery, pharmaceutical intermediates and active pharmaceutical ingredients.
About Grace
Built on talent, technology, and trust, Grace is a leading global specialty chemical company. The company's two industry-leading business segments-Catalysts Technologies and Materials Technologies-provide innovative products, technologies, and services that enhance the products and processes of our customers around the world. With approximately 4,300 employees, Grace operates and/or sells to customers in over 60 countries. More information about Grace is available at grace.com.
# # #
This announcement contains forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words "believes", "plans", "intends", "targets", "will", "expects", "suggests", "anticipates", "outlook", "continues", or similar expressions. Forward-looking statements include, without limitation, statements regarding: financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; impact of the COVID-19 pandemic on our business; competitive positions; growth opportunities for existing products; benefits from new technology; benefits from cost reduction initiatives; succession planning; markets for securities; the anticipated timing of closing of the proposed transaction between Grace and affiliates of Standard Industries Holdings Inc. and the potential benefits of the proposed transaction. For these statements, Grace claims the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
1 grace.com
Talent | Technology | Trust™
Securities Exchange Act of 1934, as amended. Grace is subject to risks and uncertainties that could cause actual results or events to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results or events to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in areas of active conflicts and in emerging regions; the costs and availability of raw materials, energy, and transportation; the effectiveness of Grace's research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting Grace's outstanding indebtedness; developments affecting Grace's pension obligations; legacy matters (including product, environmental, and other legacy liabilities) relating to past activities of Grace; its legal and environmental proceedings; environmental compliance costs (including existing and potential laws and regulations pertaining to climate change); the inability to establish or maintain certain business relationships; the inability to hire or retain key personnel; natural disasters such as storms and floods; fires and force majeure events; the economics of its customers' industries, including the petroleum refining, petrochemicals, and plastics industries, and shifting consumer preferences; public health and safety concerns, including pandemics and quarantines; changes in tax laws and regulations; international trade disputes, tariffs, and sanctions; the potential effects of cyberattacks; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between Grace and Standard Industries Holdings Inc.'s affiliates; the failure to obtain Grace shareholder approval of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; risks relating to the financing required to complete the transaction; the effect of the announcement of the transaction on the ability of Grace to retain and hire key personnel and maintain relationships with its customers, vendors and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management's attention from ongoing business operations due to the transaction; the ability to meet expectations regarding the timing and completion of the transaction; significant transaction costs, fees, expenses and charges; the risk of litigation and/or regulatory actions related to the transaction; other business effects, including the effects of industry, market, economic, political, regulatory or world health conditions (including new or ongoing effects of the COVID-19 pandemic), and other factors detailed in Grace's Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020, as amended, and Grace's other filings with the SEC, which are available at http://www.sec.gov and on Grace's website at www.grace.com. Grace's reported results should not be considered as an indication of its future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Grace undertakes no obligation to release publicly any revisions to its forward-looking statements, or to update them to reflect events or circumstances occurring after the dates those statements are made.
2 grace.com
Talent | Technology | Trust™

text: Fine Chemistry Business

text: W. R. Grace & Co.

text: Fine Chemistry Services business

text: Albemarle Corporation

text: Sandra Wisniewski


text:
EX-99.1
4
astv_ex99z1.htm
PRESS RELEASE
Press Release
EXHIBIT 99.1
As Seen On TV, Inc. Closes Asset Purchase of AsSeenOnTV.com
--Acquires the Only Intellectual Property Bearing the Name As Seen On TV --Will Initiate New Marketing and Social Media Plan
CLEARWATER, Fla., July 2, 2012 /PRNewswire via COMTEX/ -- As Seen On TV, Inc. (OTCQB: ASTV) a direct response marketing company, has officially closed its asset purchase of AsSeenOnTV.com. The aggregate purchase price of $2,722,000, consisted of cash, stock and warrants, and is significantly lower than the previously announced $5 million acquisition price.
AsSeenOnTV.com is a highly trafficked destination website of direct response products with over two million customers, 700,000 email registrants and hundreds of thousands of unique visitors each month. Users of AsSeenOnTV.com generated $5.45 million in gross revenue in 2011 for Delivery Agent pursuant to its license agreement with AsSeenOnTV.com. Through the first half of 2012, the website generated approximately 40% gross revenue growth year-over-year. The Company will assume the license agreement with Delivery Agent, who operates the website. The license agreement calls for a 7.5% royalty of gross revenue to the owner of website, which is now As Seen On TV, Inc.
Kevin Harrington, Chairman of As Seen On TV, Inc. stated, "We are thrilled to now own what we believe is a Crown Jewel of the direct response industry. AsSeenOnTV.com is the lone intellectual property in the expanding As Seen On TV category, and one we feel that is undervalued and underutilized".
Steve Rogai, CEO of As Seen On TV, Inc. stated, "We look forward to working closer in partnership with Delivery Agent, an e-commerce leader, to enhance the capabilities and reach of the site. Our company has already prepared a new marketing and social media plan to further the growth and scope of AsSeenOnTV.com".
Mary Beth Gearhart stated, "I am so proud to say that my late husbands' dear friend Kevin Harrington will own AsSeenOnTV.com. Kevin and Dan both shared a common vision and passion for the As Seen On TV brand. Kevin is a true leader in the direct response industry and he will build AsSeenOnTV.com to a level which it deserves".
About As Seen On TV, Inc.
As Seen On TV, Inc. is the parent company of TVGoods, Inc., a direct response marketing company. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. TVGoods was established by Kevin Harrington, a pioneer of direct response television. For more information go to
www.TVGoodsInc.com
and
www.AsSeenOnTV.com
.
Forward-Looking Statements:
Except for statements of historical fact, the matters discussed in this press release are forward-looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future", "plan" or "planned", "expects", or "projected." These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history, difficulty in identifying and marketing products, intense competition and additional risks factors as discussed in reports filed by the company with the Securities and Exchange Commission, which are available at
http://www.sec.gov
.
Contact Information:
Steven Hart
Corporate Strategy & Development
shart@tvgoodsinc.com
917-658-7878

text: As Seen On TV, Inc.

text: AsSeenOnTV.com

text: As Seen On TV, Inc.

text: AsSeenOnTV.com

text: AsSeenOnTV.com

text: AsSeenOnTV.com

text: AsSeenOnTV.com

text: As Seen On TV, Inc.

text: Kevin Harrington

text: As Seen On TV, Inc.

text: AsSeenOnTV.com

text: Steve Rogai

text: As Seen On TV, Inc.

text: AsSeenOnTV.com

text: Kevin Harrington

text: AsSeenOnTV.com

text: AsSeenOnTV.com

text: As Seen On TV, Inc.

text: As Seen On TV, Inc.

text: Kevin Harrington


text:
EX-99.1
4
a17-27312_1ex99d1.htm
EX-99.1
Exhibit 99.1
Cerecor Acquires TRx Pharmaceuticals
Addition of commercial franchise signals strategic shift toward pediatric healthcare
Revenue stream to drive development of early-stage orphan drug candidates
BALTIMORE, Nov. 17, 2017 - Cerecor Inc. (NASDAQ: CERC) and TRx Pharmaceuticals, LLC (TRx) today announced that the companies have entered into a purchase agreement in which Cerecor will acquire TRx, including subsidiary Zylera Pharmaceuticals, LLC and its franchise of commercial medications led by Poly-Vi-Flor®
(multivitamin and fluoride supplement tablet, chewable) and Tri-Vi-Flor
®
(multivitamin and fluoride supplement suspension/drops) and a merger agreement in which Cerecor will acquire Zylera Pharma Corp. The transactions have been unanimously approved by the Cerecor Board of Directors and are expected to close today.
"The acquisition of TRx and its subsidiaries is a pivotal move in our strategic shift towards pediatric healthcare. Operationally, we believe the transaction adds a highly-effective commercial unit that will drive a solid revenue stream to help us advance our pipeline of drug candidates for rare neurologic diseases", said Steven Boyd, majority shareholder and Cerecor Board Member. "Following this and other recent transactions, we believe Cerecor is well-capitalized to acquire additional products with a near-term goal of becoming a self-sustained, integrated pharmaceutical company".
"TRx is excited to be bring its expertise to Cerecor, which enables the company to have a built-out commercial operation with deep relationships in the pediatric space", said Robert Moscato, co-founder and chief executive officer of TRx. "We look forward to contributing to the future success of Cerecor".
Under the terms of the transactions, Cerecor will make an initial payment of $23 million for the purchase of TRx, of which $18.9 million will be in cash and the remaining $4.1 million in Cerecor common stock, and will pay $4 million for the acquisition of Zylera Pharma Corp, paid in Cerecor common stock. TRx shareholders will be eligible to receive up to an additional $7 million in contingent payments upon achievement of certain commercial and regulatory milestones. Torreya Partners advised TRx of the transaction. Prior to the acquisition, TRx was expected to achieve approximately $13 million in net sales for 2017.
In August 2017, Cerecor sold full worldwide rights to CERC-501 to Janssen Pharmaceuticals, Inc. in exchange for initial gross proceeds of $25 million, of which $3.75 million was deposited into a twelve-month escrow to secure certain indemnification obligations to Janssen, as well as a potential future $20 million regulatory milestone payment.
About Poly-Vi-Flor
®
and Tri-Vi-Flor
®
Poly-Vi-Flor and Tri-Vi-Flor are vitamin and fluoride supplements used in infants and children to treat or prevent deficiency of essential vitamins and fluoride, often caused by poor diet or low levels of fluoride in drinking water and other sources. Poly-Vi-Flor and Tri-Vi-Flor are available in various formulations, including an oral suspension and chewable tablets.
Respective product labeling for Poly-Vi-Flor and Tri-Vi-Flor is available here and here.
About Cerecor
Cerecor is a biopharmaceutical company focused on developing innovative therapies that make a difference in the lives of patients. The Company's pipeline is led by CERC-301, which Cerecor currently intends to explore as a novel treatment for orphan neurological indications. The Company is also developing two pre-clinical stage compounds, CERC-611 and CERC-406.
For more information about Cerecor, please visit www.cerecor.com.
About TRx Pharmaceuticals
TRx Pharmaceuticals is the parent company of Zylera Pharmaceuticals, LLC (Zylera). Zylera is a specialty pharmaceutical company that develops, acquires, and commercializes prescription pharmaceutical products and dietary supplements and markets those products in the U.S. Zylera has a diversified portfolio of products prescribed by pediatricians to treat an array of conditions. The Company's R&D efforts are supported by revenues from its franchise of commercial medications led by Poly-Vi-Flor® (multivitamin and fluoride supplement tablet, chewable) and Tri-Vi-Flor® (multivitamin and fluoride supplement suspension/drops).
Forward-Looking Statements
This press release may include forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Cerecor's control), which could cause actual results to differ from the forward-looking statements. Such statements may include, without limitation, statements with respect to Cerecor's plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects", "may", "will", "could", "would", "should", "continue", "seeks", "aims", "predicts", "believes", "expects", "anticipates", "estimates", "intends", "plans", "potential", or similar expressions (including their use in the negative), or by discussions of future matters such
as the receipt of the escrowed initial gross proceeds amount or the potential future regulatory milestone payment from Janssen, the development of product candidates or products, potential attributes and benefits of product candidates, the expansion of Cerecor's drug portfolio, Cerecor's ability to identify new indications for its current portfolio, and new product candidates that could be in-licensed and other statements that are not historical. These statements are based upon the current beliefs and expectations of Cerecor's management but are subject to significant risks and uncertainties, including those detailed in Cerecor's filings with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements. Except as required by applicable law, Cerecor expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Cerecor's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For more information about the Company and its products, please visit www.cerecor.com.
For media and investor inquiries
Scott Santiamo
Russo Partners LLC
scott.santiamo@russopartnersllc.com
(718) 344-5843

text: Cerecor

text: TRx Pharmaceuticals

text: Cerecor Inc.

text: TRx Pharmaceuticals

text: TRx

text: Cerecor

text: TRx

text: Cerecor

text: Cerecor

text: TRx

text: Cerecor

text: Cerecor

text: TRx

text: Cerecor

text: TRx

text: Cerecor

text: Cerecor

text: TRx

text: Cerecor

text: Cerecor

text: TRx

text: Torreya Partners

text: TRx

text: TRx

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor

text: TRx Pharmaceuticals

text: TRx Pharmaceuticals

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor

text: Cerecor


text:
EX-99.1
2
exhibit99_1.htm
exhibit99_1.htm
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Investors Contact:
Robert G. Burrows
Vice President, Investor Relations
301-795-1877
BurrowsR@ebsi.com
Media Contact:
Tracey Schmitt
Vice President, Corporate Communications
301-795-1800
SchmittT@ebsi.com
EMERGENT BIOSOLUTIONS COMPLETES ACQUISITION OF TRUBION PHARMACEUTICALS
ROCKVILLE, MD, October 28, 2010
- Emergent BioSolutions Inc. (NYSE:EBS) today announced that it has completed the acquisition of Trubion Pharmaceuticals, Inc., following a majority vote to approve the merger by Trubion stockholders at a special meeting conducted at Trubion's Seattle headquarters on October 28, 2010. The acquisition provides Emergent with multiple, advanced stage candidates in the key disease areas of oncology and autoimmunity as well as access to novel and versatile protein therapeutic platforms. Trubion's platforms have been designed to address the limitations of monoclonal antibodies and complement Emergent's existing antibody therapeutic capabilities.
"Emergent's acquisition of Trubion helps achieve our goal of diversifying beyond infectious diseases and marks an important step towards being a fully integrated biopharmaceutical company", said Fuad El-Hibri, chairman and chief executive officer of Emergent BioSolutions. "We look forward to growing our presence in the state's vibrant biotech community building on the strengths of the Emergent Seattle team in the field of biotherapeutics".
Emergent will maintain research facilities in Seattle, Washington and the location will become a therapeutics-focused product development site.
About Emergent BioSolutions Inc.
Emergent BioSolutions Inc. is a global biopharmaceutical company focused on the development, manufacture and commercialization of vaccines and antibody therapies that assist the body's immune system to prevent or treat disease. Emergent's marketed and investigational products target infectious diseases, oncology, and autoimmune disorders. Additional information about the company may be found at
www.emergentbiosolutions.com
.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding our strategy, future operations at any company location, future financial position, future revenues, projected costs, prospects, plans and objectives of management, including statements regarding the anticipated benefits of the merger, our expected revenue growth and net earnings for 2010, and any other statements containing the words "believes", "expects", "anticipates", "plans", "estimates" and similar expressions, are forward-looking statements. There are a number of important factors that could cause the company's actual results to differ materially from those indicated by such forward-looking statements, including our ability to successfully integrate the combined companies; our ability to win a procurement contract with the U.S. government for our recombinant protective antigen anthrax vaccine candidate; our plans to expand our manufacturing facilities and capabilities; the rate and degree of market acceptance and clinical utility of our products; the success of our ongoing and planned development programs, preclinical studies and clinical trials; the timing of and our ability to obtain and maintain regulatory approvals for our product candidates; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and other factors identified in the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and subsequent filings with the SEC. The company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
###

text: Robert G. Burrows

text: Tracey Schmitt

text: EMERGENT BIOSOLUTIONS

text: TRUBION PHARMACEUTICALS

text: Emergent BioSolutions Inc.

text: Trubion Pharmaceuticals, Inc.

text: Trubion

text: Trubion

text: Emergent

text: Trubion

text: Emergent

text: Emergent

text: Trubion

text: Fuad El-Hibri

text: Emergent BioSolutions

text: Emergent

text: Emergent

text: Emergent BioSolutions Inc.

text: Emergent BioSolutions Inc.

text: Emergent


text:
EX-99.1
4
a15-20095_1ex99d1.htm
EX-99.1
Exhibit 99.1
Antero Announces Closing of Water Business Dropdown Transaction and Private Placement of Common Units
Denver, Colorado, September 24, 2015-
Antero Midstream Partners LP (NYSE: AM) ("Antero Midstream" or the "Partnership") and Antero Resources Corporation (NYSE: AR) ("Antero Resources" or the "Company") jointly announced today the closing of the previously announced $1.05 billion water business drop down transaction, private placement of 12,898,000 Antero Midstream common units to a group of institutional investors, and net issuance of 10,988,421 Antero Midstream common units to Antero Resources.
Transaction Summary
In connection with the $1.05 billion transaction, the Partnership paid Antero Resources $552 million in cash and issued 23,886,421 common units representing limited partner interests in the Partnership to Antero Resources. Additionally, gross proceeds of $243 million from the Partnership's private issuance of 12,898,000 common units have been paid to Antero Resources while the 23,886,421 of common units issued to Antero Resources has been reduced by the 12,898,000 common units issued in the private placement. Antero Resources now owns 116,870,335 combined common and subordinated units, representing approximately 66.5% of the outstanding limited partner interests in Antero Midstream.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above.
Transaction Highlights and Impact - Antero Midstream
The transaction is expected to be accretive to distributable cash flow per unit and the purchase price represents an 8.5x to 9.0x multiple on projected 2016 EBITDA for the water business. The Partnership's credit facility capacity was increased by $500 million to a total of $1.5 billion with the completion of the transaction. Pro-forma for the transaction, Antero Midstream would have had $439 million in total debt and almost $1.1 billion of availability under its revolving credit facility as of June 30, 2015.
Antero Midstream Pro Forma Debt Capitalization
(in thousands)
Historical
Pro Forma
Pro Forma
June 30, 2015
Adjustments
June 30, 2015
Cash and cash equivalents
$
112,867
$
(112,867
)
$
-
Revolving credit facility
$
-
$
439,583
$
439,583
Total debt
$
-
$
439,583
$
439,583
Transaction Highlights and Impact - Antero Resources
The total cash consideration paid by Antero Midstream to Antero Resources was $794 million plus a total of $250 million of potential earn out payments at the end of 2019 and 2020, contingent on meeting specific average fresh water delivery volume thresholds. Transaction proceeds have been used by Antero Resources to repay revolving credit facility borrowings. On a standalone basis, and pro forma for the transaction, Antero Resources would have had approximately $3.7 billion of total debt and $3.2 billion of liquidity as of June 30, 2015.
Antero Resources Standalone Pro Forma Debt Capitalization
(in thousands)
Historical
Pro Forma
Pro Forma
June 30, 2015
Adjustments
June 30, 2015
Cash and cash equivalents
$
30,419
$
-
$
30,419
Revolving credit facility
$
1,118,000
$
(793,626
)
$
324,374
Senior notes
3,382,038
-
3,382,038
Total debt
$
4,500,038
$
(793,626
)
$
3,706,412
Antero Resources is an independent natural gas and oil company engaged in the acquisition, development and production of unconventional liquids-rich natural gas properties located in the Appalachian Basin in West Virginia, Ohio and Pennsylvania. The Company's website is located at
www.anteroresources.com
.
Antero Midstream Partners LP is a limited partnership that owns, operates and develops midstream gathering and compression, as well as integrated water assets that service Antero Resources' production located in the Appalachian Basin in West Virginia, Ohio and Pennsylvania. The Partnership's website is located at www.anteromidstream.com.
For more information, contact Michael Kennedy - VP Finance, at (303) 357-6782 or mkennedy@anteroresources.com
.
2

text: Antero Midstream

text: Antero Midstream

text: Antero Resources

text: Antero Resources

text: Antero Midstream

text: Antero Midstream

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Midstream

text: Antero Midstream

text: Antero Midstream

text: Antero Midstream

text: Antero Resources

text: Antero Midstream

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Resources

text: Antero Midstream

text: Antero Resources


text:
EX-99.1
7
ex99-1.htm
Exhibit 99.1
FAT
Brands Inc. Completes $300 Million Acquisition of Twin Peaks Restaurant Chain
10/1/2021
Sports
Lodge Marks the First Polished Casual Dining Chain to Join FAT Brands
LOS
ANGELES, Oct. 01, 2021 (GLOBE NEWSWIRE) -
FAT (Fresh. Authentic. Tasty.) Brands Inc.
(NASDAQ: FAT) ("FAT Brands"
or the "Company") today announced the completion of its pending acquisition of the
Twin Peaks
restaurant chain from
Garnett Station Partners for $300 million. As a result of the acquisition, FAT Brands has entered a new restaurant category, polished
casual dining. The transaction was funded with the proceeds of $250 million in principal amount of new securitization notes and the issuance
to the sellers of shares of Series B preferred stock.
With
the acquisition of Twin Peaks, FAT Brands will have more than 2,100 franchised and corporate-owned stores around the world with combined
annual system-wide sales of approximately $1.8 billion. The addition of the sports lodge concept, including the new stores due to open
and under development, is expected to increase the Company's post-COVID-19 normalized EBITDA by approximately $25 to $30 million.
The Twin Peaks transaction marks the third acquisition in the past twelve months for the rapidly growing global franchising company,
including the acquisitions of Johnny Rockets in September 2020 and Global Franchise Group in July 2021.
"FAT
Brands is committed to an aggressive growth strategy, which underlies our strong M&A activity over the last year. When assessing
potential acquisitions, we look to identify brands that not only complement our existing portfolio, but also deliver high average unit
volumes and a strong growth pipeline, said FAT Brands CEO Andy Wiederhorn. "Twin Peaks checks all of these boxes. This is a brand
that we can grow globally at a fast pace, and we look forward to building upon the strong growth that was achieved under Garnett Station
Partners."
For
more information on FAT Brands, visit
www.fatbrands.com.
###
About
FAT (Fresh. Authentic. Tasty.) Brands
FAT
Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets and develops fast casual and casual
dining restaurant concepts around the world. The Company currently owns 14 restaurant brands: Round Table Pizza, Fatburger, Marble Slab
Creamery, Johnny Rockets, Great American Cookies, Hot Dog on a Stick, Buffalo's Cafe & Express, Hurricane Grill & Wings,
Pretzelmaker, Elevation Burger, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises over 2,000 units worldwide.
For more information on FAT Brands, please visit
www.fatbrands.com.
About
Twin Peaks
Founded
in 2005 in the Dallas suburb of Lewisville, Twin Peaks now has 82 locations in 25 states. Twin Peaks is the ultimate sports lodge featuring
made-from-scratch food and the coldest beer in the business surrounded by scenic views and the latest in high-definition TVs. At every
Twin Peaks, guests are immediately welcomed by a Twin Peaks team member and served up a menu made for MVPs. From its smashed and seared
to order burgers to in-house smoked ribs and hand-breaded wings, guests can expect menu items capable of satisfying every appetite. To
learn more about franchise opportunities, visit
www.twinpeaksfranchise.com.
For more information, visit
www.twinpeaksrestaurant.com.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements relating to the future financial performance and growth of FAT Brands following the acquisition of Twin Peaks, including estimates
of annual EBITDA and annual revenues following the acquisition, the ability to open new Twin Peak's stores under development, and
the Company's ability to conduct future accretive and successful acquisitions. Forward-looking statements reflect the Company's
expectations concerning the future and are subject to significant business, economic and competitive risks, uncertainties and contingencies
including, but not limited to, the Company's ability to successfully integrate and exploit the synergies of the acquisition of
Twin Peaks, the Company's ability to grow and expand revenues and earnings following the acquisition, and uncertainties surrounding
the severity, duration and effects of the COVID-19 pandemic. These risks, uncertainties and contingencies are difficult to predict and
beyond our control, and could cause our actual results to differ materially from those expressed or implied in such forward-looking statements.
We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K,
Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially
from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to
update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.
About
Non-GAAP Projected Financial Measures
This
press release includes projections of future EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted
accounting principles ("GAAP"). EBITDA is defined as net income (loss), before interest expense, income tax expense (benefit),
depreciation and amortization expense. EBITDA is not a measurement of the Company's financial performance under GAAP, and should
not be considered in isolation or as an alternative to net income (loss) as a measure of financial performance, cash flows from operating
activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The Company believes that EBITDA
is an important supplemental measure of its operating performance because it eliminates the impact of expenses that do not relate to
business performance. The Company also believes that this non-GAAP measure is useful to investors because it and similar measures are
frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry and provide additional
information regarding growth rates on a more comparable basis than would be provided without such adjustments.
The
Company prepared the information included in this press release based upon available information and assumptions and estimates that it
believes are reasonable. The Company cannot assure you that its estimates and assumptions will prove to be accurate. Additionally, to
the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations
of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that
are necessary for such reconciliation.
MEDIA
CONTACT:
Erin
Mandzik, JConnelly
emandzik@jconnelly.com
862-246-9911
INVESTOR
RELATIONS:
Lynne
Collier, ICR
IR-FATBrands@icrinc.com
646-430-2216
Source:
FAT Brands Inc.

text:
FAT
Brands Inc.

text: Garnett Station Partners

text:
Garnett Station
Partners

text: FAT Brands Inc.