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Parent Of Retail Supplier Consummates Exchange Agreement Of Supplier's Membership Interests

February 20,2019



Premier Holding Corporation (the Company), parent of retail supplier American Illuminating Company LLC and broker The Power Company USA LLC, said that a previously reported exchange agreement has been consummated, under which the Company's membership interests in both American Illuminating Company and The Power Company USA were transferred to AOTS 42

In an 8-K, Premier Holding Corporation said, on March 23, 2018, the Company’s Board of Directors (the “Board”) approved a Membership Interest Exchange and Contribution Agreement, as amended, (the “Share Exchange Agreement”) by and among the Company, the Company’s wholly-owned subsidiaries The Power Company, an Illinois limited liability corporation (“TPC”) and American Illuminating Company, L.L.C., a Connecticut limited liability corporation (“AIC”), and AOTS 42 (“AOTS”), a Delaware corporation. The Share Exchange Agreement was subsequently executed on March 23, 2018, and amended on October 15, 2018.

Under the terms of the Share Exchange Agreement, among other things, the Company will contribute all of its membership interests of its wholly-owned subsidiaries TPC and AIC to AOTS, in exchange for 19,250,000 AOTS common stock shares, $0.0001 par value per share, representing approximately 39.65% of the 48,550,000 issued and outstanding common shares of AOTS on a fully-diluted basis, after giving effect to such issuance (the “AOTS Shares”). Performance of the Share Exchange Agreement is subject to customary regulatory approvals for a transaction of this type, as well as certain other closing conditions. Pursuant to the Share Exchange Agreement, The Company had previously contributed its AIC membership interests to AOTS, but in order to consummate the Share Exchange Agreement, was awaiting TPC’s corporate approval of the Share Exchange Agreement in order to contribute its TPC membership interests to AOTS, pursuant to the Share Exchange Agreement.

In an 8-K, Premier Holding Corporation said, "Accordingly, on February 14, 2019, a majority of the TPC membership interests authorized TPC to enter into the Share Exchange Agreement. As a result of such authorization, the TPC membership interests were contributed to AOTS, and the Share Exchange Agreement was consummated."

"Prior to the February 14, 2019 consummation of the Share Exchange Agreement resulting in the contribution of the TPC membership interests to AOTS, The Company owned approximately 97 % of the TPC membership interests. The Company voted all of its TPC membership interests to approve the Share Exchange Agreement," Premier Holding Corporation said

See the 8-K and exchange agreement for more details here

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M&A   Premier Holding Corporation  

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