MONTVALE, NJ, September 25, 2013 - (ACCESSWIRE) - Beneficial
Holdings Inc. (OTC Pink: BFHJ) today announced agreements for two
acquisitions and steps to address its capitalization and share
structure.
ACQUISITIONS
The Company has agreed to acquire interests in two operating
companies currently engaged in the energy management sector: Green
RG Holdings, LLC ("Green RG") of Manalapan, NJ and Wanassa Holdings
Company, LLC ("Green Econometrics") of Clifton, NJ.
The Company has executed an option to acquire a 50% interest in
Green RG from its principals for common stock and a note payable.
Green RG (http://www.greenrgmanagement.com/) currently provides
custom-designed LED lighting systems for commercial and
institutional properties as well as public infrastructure projects.
Green RG recorded $1.4 million of revenues for the six months ended
June 30, 2013 ($1.6 million for the full year ended December 31,
2012). Such figures are unaudited. Green RG's business is based on
its proprietary LED lighting, solar, refrigeration and energy
storage technologies. Green RG's business is currently concentrated
in the New York Metropolitan market.
"We plan to invest in the development of Green RG's core
business as well as the commercialization of its solar, energy
storage and refrigeration technologies," according to Gregory N.
Senkevitch, Beneficial Holdings' Chairman, President and CEO.
"Additionally, the Company plans to allocate resources to the
application of its products to the consumer market," he said.
The Company has also agreed to acquire 100% of Green
Econometrics (http://www.greeneconometrics.com/) for common stock
and a note payable. Green Econometrics provides energy management
metrics monitoring and analysis for private and public sector
clients. Green Econometrics employs state-of-the art,
machine-to-machine, sensor-based monitoring inputs in its 24/7
energy and environmental management monitoring and analysis
systems. The company's largest customer is the New Jersey
Department of Transportation.
Michael Davies, CEO of Green Econ, assisted the Company in its
planned acquisition of Green RG.
Senkevitch pointed out: "These two acquisitions are our first
steps in creating a world class energy management business geared
toward the 'built' environment. These acquisitions also expand our
business platform well beyond traditional real estate services. We
plan to invest time, talent and capital resources to capture the
profit potential in the technology, customer base and intellectual
capital that these two companies bring to Beneficial Holdings. Both
companies add significant technology, green building expertise,
proven sales backlog and business flow to our existing operations.
Our Project Solutions business will bring its expertise to the
large projects that Green RG has agreements to develop."
Alfred Heyer, CEO of Green RG stated "Green RG has experienced
tremendous growth since its inception in late 2011. Our products
and technologies have been accepted by some of the largest property
owners, contractors and public sector organizations in the New York
Metropolitan area as well as national and international projects.
We realized that our company needed to align with an experienced
management team to unlock the profit potential in our proprietary
materials, systems design architecture, component integration into
LED systems, energy storage and energy management solutions. We
look forward to joining Beneficial's management team and to create
value from our technology and their market knowledge."
The acquisitions are subject to completion of documentation and
due diligence by the Company.
CAPITALIZATION PLANS
As a condition of closing the two planned acquisitions,
Beneficial Holdings must restructure its capitalization. Each of
the transactions requires the Company to implement a 1:5000 reverse
split of its common shares prior to completion. Upon the effective
date of the 1:5000 reverse split, there will be 820,000 common
shares outstanding.
Senkevitch outlined the steps that the Company will take to
modify its capital structure: "We need to properly align Beneficial
Holdings' capital structure to take advantage of our prospective
opportunities. Once we obtain FINRA approval of the reverse split,
we will file an amendment to our corporate charter reducing the
number of authorized common shares to 200,000,000. The effective
date, record date and 'ex' date of the reverse split will be
announced upon FINRA approval."
Per the agreement reached between the Company and Green RG,
Beneficial Holdings will issue 6,000,000 restricted common shares
(post 1:5000 reverse split) and execute a $3 million short-term
note for 50% of Green RG. Additionally, the Company will issue
warrants to the principals of Green RG to acquire 1,000,000 shares
of Beneficial Holdings' common stock at $2.50 per share. All share
counts are post the 1:5000 reverse split of the Company's common
stock.
The Company has agreed to issue 300,000 restricted common shares
(post 1:5000 reverse split) and execute a $300,000 short term note
for the acquisition of 100% of Green Econometrics.
The Green RG acquisition and the acquisition of Green
Econometrics can close within 60 days of obtaining FINRA approval
of the reverse split. Upon completion of the acquisitions, Heyer
and Davies will join Beneficial Holdings' Board of Directors.
Senkevitch amplified upon capitalization plans: "The Company has
commenced a private placement of its Series "A" Convertible Notes
in the maximum amount of $500,000. The notes will have a term of
two years, an interest rate of 9% per annum and be convertible into
common shares at a ratio of $1.43 per share (post 1:5000 reverse
split). The notes must be converted to common stock upon the filing
of a registration statement on Form S-1 (or its equivalent) by
Beneficial Holdings. The notes will also have warrants which will
allow the holder to acquire a common share for $2.00 per share for
a period of two years. Proceeds from the private placement will be
used for the immediate working capital requirements of these two
acquisitions."
Senkevitch added: "These acquisition and capital transactions
are transformative. Management has taken a conservative approach to
ensure that these transactions were completely negotiated before
issuing any announcement of their execution. These transactions
will have a material effect on the Company's reported and
prospective financial results. Therefore, our second quarter ending
June 30, 2013 operating results will be issued shortly."
Senkevitch also pointed out: "We plan to retain an investment
banking firm to assist us with our capital requirements. With the
steps taken to clean up the Company's prior financial statements,
the commencement of our Project Solutions Business and these two
acquisitions; the Company will look to migrate its common stock
listing to a recognized stock exchange. If successful, this will
allow us to access the capital needed to fund the growth of our
operating businesses and give us a strong currency that we can use
in stock-for-stock acquisitions of additional complementary
operating businesses."
Senkevitch concluded: "We are assembling a dynamic
solutions-oriented business in the real estate, energy management
and financial services sectors. Our capitalization plans should
allow Beneficial Holdings to take advantage of the synergies in
these sectors, helping us to achieve our vision of 'Creating Value
from Market Knowledge'."
ABOUT BENEFICIAL HOLDINGS, INC.
Beneficial Holdings, Inc. (http://www.beneficial-holdings.net/)
is a holding company currently operating in the real estate
services sector. The Company is seeking to acquire and invest in
operating service-oriented businesses in the real estate, financial
services and energy management sectors.
FORWARD-LOOKING STATEMENTS
This news release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. As a general
matter, forward-looking statements reflect our current expectations
and projections relating to our financial condition, results of
operations, plans, objectives, future performance and business.
These statements may be identified by the use of forward-looking
terminology such as "may", "will", "expects", "plans", "estimates",
"anticipates", "projects", "intends", "believes", "outlook" and
similar expressions.
The forward-looking statements contained in this news release
are based upon our historical performance, current plans,
estimates, expectations and other factors we believe are
appropriate under the circumstances. The inclusion of this
forward-looking information is inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and
actual results, financial and otherwise, may differ materially from
the results discussed in the forward-looking statements. Statements
regarding the following subjects, among others, may be
forward-looking: our business and investment strategy; our
projected operating results; estimates relating to our ability to
make distributions to our stockholders in the future and economic
trends and economic recoveries.
All information in this release is as of September 25, 2013. The
Company does not undertake a duty to update forward-looking
statements, including its projected operating results. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this news
release.
CONTACT:
GREG McANDREWS & ASSOCIATES
Gregory A. McAndrews
(310) 804-7037
greg@gregmcandrews.com
SOURCE: Beneficial Holdings Inc.
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