The Company has contributed its subsidiaries TPC and AIC in exchange for approximately 39% stock in privately-held AOTS 42, Inc.
Tustin, CA, April 01, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Premier Holding Corporation (OTCQB: PRHL) today announces that it consummated a Membership Interest Exchange and Contribution Agreement (the “Share Exchange Agreement”) with AOTS 42, Inc., a privately-held Delaware corporation (“AOTS”), and PRHL subsidiaries The Power Company USA, LLC, an Illinois limited liability company (“TPC”), and American Illuminating Company, LLC, a Connecticut limited liability company (“AIC”). The parties had been awaiting TPC’s corporate approval to consummate the Share Exchange Agreement, and such approval was obtained on February 14, 2019. PRHL previously filed a Form 8K with the Securities and Exchange Commission relating to the consummation of the Share Exchange Agreement, on February 20, 2019.
Pursuant to the Share Exchange Agreement, AOTS will issue to PRHL 19,250,000 shares of AOTS common stock, representing approximately 39% of AOTS’ issued and outstanding common stock, in exchange for 100% of the membership interests of both TPC and AIC. The AOTS shares the Company receives in the Share Exchange Agreement will be distributed to the Company’s common shareholders as of a record date and on a pro rata basis to be determined by the Company’s Board of Directors in the near future.
In addition to 100% of the TPC and AIG membership interests that PRHL contributed to AOTS in the Share Exchange Agreement, as part of related transactions and in exchange for AOTS common shares, AOTS previously received: (i) 100% of the membership interests of Rescom Energy, L.L.C., a Connecticut limited liability company; (ii) 100% of the membership interests of Advanced E Lighting, L.L.C., a Connecticut limited liability company; and (iii) Certain intellectual property from TPC Management Co., L.L.C., an Illinois limited company, relating to an online client energy portal.
AOTS’s business model is a merger and acquisitions strategy which seeks to consolidate businesses within the Deregulated and Energy Efficiency Sector, while providing products, services and technology in the energy efficiency markets to customers.
The Company believes that the consummation of the Share Exchange Agreement will help it achieve certain strategic synergies it has been pursuing since its original acquisition of TPC. PRHL’s CEO Randall Letcavage noted that: “We believe that our acquisition of AOTS stock, along with the synergistic effect of combining the constituent companies, will have a significant, positive effect on shareholder value.”
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.
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.