PRHL will contribute its subsidiaries TPC and AIC into a newco in exchange for stock estimated to be approximately 38% of the New Company
TUSTIN, CA, March 26, 2018 (GLOBE NEWSWIRE) -- Premier Holding Corporation (OTCQB: PRHL) today announces that on March 23, 2018, the company entered into a Share Exchange Agreement with AOTS 42, Inc., a Delaware company which included its subsidiaries The Power Company USA, LLC, an Illinois limited liability company (TPC) and American Illuminating Company, LLC, a Connecticut limited liability company (AIC). Pursuant to the terms of the Agreement, AOTS will issue an aggregate of 19,250,000 shares of its common stock to PRHL in exchange for 100% of the membership interests of each of TPC and AIC. This represents approximately 38% of the new company. An 8k was filed this morning.
At the same time this new company is obtaining Advanced E Lighting, LLC out of New York, a full turn key solutions company for LED lighting, and ResCom Energy LLC, located in Chicago, a deregulated power supplier. This combination of companies will achieve the strategic synergies that Premier has been pursuing since its acquisition of TPC.
Randall Letcavage, CEO of PRHL, explains: “I am looking forward to the combination of companies and the anticipation of the possible future value this could provide our Premier Shareholders represented by our proposed ownership in AOTS.”
The closing of this Share Exchange is subject to customary closing conditions, including, without limitation, such other conditions such as approval of the stockholders of AOTS and PRHL, if applicable, consummation of a private placement offering by AOTS in the amount of no less than $1,000,000 of its Common Stock, and other conditions. An 8K was filed this morning and is available for review.
About Premier Holding Corporation
The Company provides financial support and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies. The Company's mission is to acquire clean technology companies and/or green products and services that are accretive and that can be seamlessly integrated and utilize the overall economics of such products and services for the benefit of its customers. Through subsidiaries we offer deregulated energy, energy efficiency products, and services to commercial middle-market companies, Fortune 500 brands, developers and management companies of large-scale residential developments. Additional integrated business offerings include direct energy services as power purchase agreements (PPAs), energy financing and leasing of generation programs in urban and rural real estate environments, lighting efficiency and other “green” systems. For more information, visit PRHL Investors Relations: www.prhlcorp.com.
About AER Lighting
AER Lighting is a full-service LED replacement installer for large commercial and multifamily buildings. We also work with healthcare facilities, industrial buildings and hospitality properties. A subsidiary of Advanced Energy Resources, Inc., AER Lighting is a lighting company operating on a national scale. Based in Brooklyn, N.Y., AER Lighting has retrofitted over 500 buildings from fluorescent/incandescent to LED. AER partners are all veterans of the energy, real estate and financial industries, and we understand property owner's needs and constraints. For more information see: www.aerlighting.com
About The Power Company (TPC) The Power Company USA, LLC is a professional energy services firm offering brokerage and consulting services with a progressive and unique perspective on energy management based in Chicago, Illinois. Their mission is to assist companies in reducing and managing their electricity expenses. Their diverse portfolio of energy providers, transparent pricing, and unparalleled industry experience offers customers the freedom of exploring all of their options for choosing the best plan and provider. Operating in all currently deregulated states, including Texas, New York and Illinois, TPC and its partners/suppliers have provided an invaluable service to its clients. Their team has consulted and/or serviced such prominent companies, organizations and governmental entities such as: The City of Dallas, Ralcorp, Choice Hotels, Apex Hospital Systems, Mercedes Dealerships, Leona's Restaurant Group, McDonald's, and many others. For more information, visit: www.thepowercompany.com
About ResCom Energy. ResCom’s mission is to provide consumers with the energy supply plan that best meets their budget and needs—all delivered with simple, friendly service. Our business is to provide lasting value to our customers through lower energy prices, superior support, and innovative products and services. ResCom empowers energy consumers to reap the benefits of competition and achieve substantial savings. By acting as our customers’ energy advocates, ResCom matches our customers’ goals to a supply agreement that best meets each need. Some customers want a lowest price, others seek protection from seasonal price spikes and budget uncertainty. And many are interested in powering their lives and businesses with energy produced through renewable means. No matter what our customers’ aims are, whether for home or business, ResCom delivers. For more information, visit: www.rescom-energy.com
Premier Holding Corp. Safe Harbor
This press release contains certain statements that may include "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," "anticipate," "optimistic," "intend," "will" or other similar expressions. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under applicable securities laws, the Company does not assume a duty to update these forward-looking statements.