Premier Holding Corporation today announced 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”).

American Illuminating Company is a licensed retail energy supplier.

The consummation, which occurred in February, had been first reported by RetailEnergyX.com at such time

"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," Premier said

"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," Premier said

"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," Premier said

"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," Premier said

"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," Premier said

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."

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M&A   Premier Holding Corporation  

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