NEW YORK, Oct. 8, 2014 /PRNewswire/ --
Twinlab Consolidated Holdings, Inc. ("TLCC" or the
"Company") and Capstone Financial Group, Inc. ("CAPP" or
"Capstone") filed Form 8-Ks with the SEC on Monday, October 6 to announce their entry into
agreements providing for the investment by Capstone of up to
$57 million into TLCC. Effective as
of September 30, 2014, TLCC and
CAPP entered into a Common Stock Put Agreement, pursuant
to which TLCC issued a Series A Warrant to
Capstone through which Capstone agreed to acquire
$40 million of TLCC Common Stock over
the 3-year term of the Warrant, at a cumulative
investment rate of no less than $1,111,110 per month, beginning November 15, 2014. TLCC also issued a 3-year
Series B Warrant to Capstone allowing Capstone to invest an
additional $17 million in the Company.
"We are proud to announce this significant financial
commitment by Capstone Financial Group," remarked TLCC CEO
Tom Tolworthy. "This investment
represents another measurable milestone for our company following
our management-led buyout. We believe Capstone's confidence in our
vision of creating accretive value from within our industry is
evidenced by its willingness to invest in TLCC as an employee-owned
leader in the health and wellness space," said
Tolworthy.
"We see TLCC as a sizable opportunity for us to firmly plant
roots in the wellness industry through a company that has founded
and led the health supplement space for almost 50 years with core
brands like Twinlab and Alvita," remarked George Schneider, Capstone's president and chief
investment officer. "Our investment in Tolworthy and his team
represents strong confidence in their ability to execute the
business plan and create new value following their incredible
turnaround and restructuring," said Schneider.
"We believe in this industry and its 25 years of compounded
growth," said Darin Pastor,
Capstone's CEO, "and we are excited to be included in Tom's vision
for Twinlab and TLCC."
"This is a huge day for our employees and the customers and
shareholders of TLCC," said Tolworthy. "We now have the investor
commitment to provide funding to properly capitalize the company
for the first time in more than a decade, which represents a
profound and unique opportunity for our company. We are well
positioned to take full advantage of the privilege that has been
granted by Capstone. Watch what we do with the next 50
years."
For further information, please see the Form 8-Ks filed by TLCC
and CAPP, respectively, at:
http://www.sec.gov/Archives/edgar/data/1590695/000114420414059725/v390810_8k.htm
and
http://www.sec.gov/Archives/edgar/data/1558432/000107704814000234/capp8k.htm
About Twinlab Consolidated Holdings, Inc.
Twinlab Consolidated Holdings Inc., is the parent holding company
of Twinlab Consolidation Corporation ("TCC"), an industry-focused
health and wellness company committed to developing top brands. An
employee-owned company, TLCC aligns the interest of all
stakeholders and has a portfolio of products that are made in
America using the finest ingredients from around the world. In
addition to its namesake brand, Twinlab®, established in 1968,
TLCC, through TCC and its subsidiaries, also manufactures and sells
other well-known category leaders including the Metabolife® line of
diet and energy products; the Twinlab® Fuel line of sports
supplement products; Alvita® teas, established in 1922 as a
single-herb tea line; Trigosamine® joint support products as well
other health and wellness brands. Twinlab's manufacturing facility
in American Fork, Utah is an NSF
GMP and NSF GMP for Sport certified facility. Visit www.twinlab.com
for more information.
About Capstone Financial Group, Inc.
Founded in 2013 by Chairman and Chief Executive Officer
Darin Pastor, Capstone Financial
Group, Inc. is an exclusive holding company with executive offices
in Irvine, Calif. Capstone uses
its own capital to acquire the outstanding stock of other
companies, working closely and constructively with the management
and boards of those companies, and aiming to significantly enhance
their long-term earnings power and thus increase shareholder value.
Capstone will also actively trade in its strategic investment
positions and will enter into private securities transactions with
those positions to capitalize on price fluctuations and realize
profits or minimize losses. For more information, visit
www.capstonefinancialgroupinc.com.
Forward-Looking Statement: The statements in this press release,
such as "creating accretive value," "the investment … of up
to $57 Million", and "funding to
properly capitalize the Company", and any implied or perceived
benefits from the investment agreements referenced herein, and any
other effects resulting from any of the above, are forward-looking
statements. Such statements involve risks and uncertainties,
including, but not limited to, the completion and timing of the
full exercise of the Series A Warrant issued to Capstone,
Capstone's optional exercise of the Series B Warrant, and any other
difficulties related to risks and effects of legal and
administrative proceedings and governmental regulation, future
financial and operational results, competition, general economic
conditions, and the ability to manage and continue our growth.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may
vary materially from those indicated. Important factors that could
cause actual results to differ materially from the forward-looking
statements we make in this news release include market conditions
and those set forth in reports or documents we file from time to
time with the SEC. We undertake no obligation to revise or update
such statements to reflect current events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
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SOURCE Twinlab Consolidated Holdings, Inc.