Ault Alliance Announces Change in Exchange Ratio in Pending Exchange Offer to 50 Shares of Common Stock for One Share of Series H Preferred Stock (an increase in consideration to $0.20 per share of Common Stock)
03 May 2023 - 8:30PM
Business Wire
- Stockholders can now exchange blocks of 50 shares of common
stock into one share of a $10 liquidation preference, 10%
cumulative dividend, non-voting, redeemable, perpetual preferred
stock.
- The $0.20 liquidation preference per common share equivalent of
the Series H Preferred Stock represents a 129% increase over the
last reported sales price of our common stock as of May 2, 2023, on
the NYSE American.
- Shares tendered will be retired, reducing share count by
approximately 80.0%.
- For record holders of stock the expiration time of the offer is
one minute following 11:59 P.M (12:00 midnight), New York City
time, on Wednesday May 17, 2023.
- Stockholders who hold their stock through a broker or other
nominee will likely have an earlier deadline by which they must
instruct their broker or nominee to tender. Each broker and nominee
is different and stockholders must follow the applicable
requirements and deadlines of their broker or nominee.
Ault Alliance, Inc. (“Ault Alliance” or the “Company”) (NYSE
American: AULT), announced today that it has amended the previously
announced offer (the “Offer”) to holders of Ault Alliance’s
outstanding Class A Common Stock (the “Common Stock”), to exchange
up to 333,333,333 shares of Common Stock for its 10.00% Series H
Cumulative Redeemable Perpetual Preferred Stock (“Series H
Preferred Stock”). The Offer has been amended to increase the
consideration being offered for each share of Common Stock from
$0.15 per share to $0.20 per share. Stockholders can now exchange
Common Stock in 50 share increments for one share of Series H
Preferred Stock. As a result of the increase in the consideration,
shares of Common Stock may now only be tendered in 50 share
increments, and an aggregate of up to $66,666,667 worth of Series H
Preferred Stock may be issued in the Offer. The Company has also
reduced the minimum share requirement to complete the Offer from
150,000,000 shares of Common Stock to 100,000,000 shares of Common
Stock. Except as otherwise described in this press release, all
other terms of the Offer remain unchanged.
A Second Amended and Restated Offer to Exchange (the “Offer to
Exchange”), an Amended and Restated Letter of Transmittal and an
Amended and Restated Notice of Guaranteed Delivery will be filed
with the U.S. Securities and Exchange Commission (the “SEC”), and
when filed can be retrieved at http://www.sec.gov. Documents
relating to the Offer may be downloaded at:
https://ir.ault.com/reports-financials/sec-filings, and will be
distributed to holders of shares of Common Stock who request them
from Georgeson, the information agent for the Offer at 888-565-5423
or visit https://ir.ault.com/ for this purpose. These documents
will contain important information about the terms and conditions
of the Offer.
This press release is for informational purposes only and shall
not constitute an offer to sell or exchange nor the solicitation of
an offer to buy the Series H Preferred Stock or any other
securities. The Offer is not being made to any person in any
jurisdiction in which the offer, solicitation or sale is unlawful.
Any offers of the Series H Preferred Stock will be made only by
means of the Offer to Exchange. The complete terms and conditions
of the Offer will be set forth in the Offer to Exchange that will
be filed with the SEC on Schedule TO. Stockholders of Ault Alliance
are strongly encouraged to read the Schedule TO and related
exhibits because they contain important information about the
Offer. The Schedule TO and related exhibits will be available
without charge at the Securities and Exchange Commission’s website
at http://www.sec.gov and will be delivered without charge to all
stockholders of Ault Alliance.
About Ault Alliance, Inc.
Ault Alliance, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range
of industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.ault.com.
Forward-Looking Statements
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. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8-K. All filings are available at www.sec.gov and on the Company’s
website at www.ault.com.
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