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Retail Supplier, Broker To Undergo Change In Control Under Share Exchange
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According to an 8-K, on March 23, 2018, Premier Holding Corporation ("PRHL") entered into a Share Exchange Agreement (the "Agreement"), with AOTS 42, Inc., a Delaware company ("AOTS"), The Power Company USA, LLC, an Illinois limited liability company ("TPC") and American Illuminating Company, LLC, a Connecticut limited liability company ("AIC").
PRHL is the sole member of each of TPC and AIC.
American Illuminating Company is a retail supplier
The Power Company is a broker and consultant
Pursuant to the terms of the Agreement, AOTS will issue an aggregate of 19,250,000 shares of its common stock (the "Shares"), to PRHL in exchange for 100% of the membership interests of each of TPC and AIC (the "Share Exchange").
The closing of Share Exchange is subject to customary closing conditions, including, without limitation, such other conditions as follows: (i) approval of the stockholders of AOTS and PRHL, if applicable, (ii) consummation of a private placement offering by AOTS in the amount of no less than $1,000,000 of its Common Stock; (iii) letters of resignation from AOTS’s current officers and directors to be effective upon Closing with the appointments of such officers and directors as requested by PRHL; (iv) Share Exchange Agreements between the AOTS and Rescom Energy LLC, and Advanced Lighting, LLC, shall have been fully executed and delivered by the parties thereto; and (v) AOTS shall have obtained the evidence of waiver/cancellation the note issued by TPC to PRHL in the amount of approximately $3,076,500.
The share exchange agreement includes the following recitals:
THIS SHARE EXCHANGE AGREEMENT, dated as of the 23rd day of March, 2018 (the "Agreement"), by and among AOTS 42, a Delaware corporation (the "Company"), THE POWER COMPANY USA, LLC, an Illinois limited liability company ("TPC"), AMERICAN ILLUMINATING COMPANY, LLC, a Connecticut limited liability company ("AIC"), and Premier Holding Corporation, the sole member of TPC and AIC ("PRHL"), each of whom has executed a counterpart signature page to this Agreement. The Company, TPC, AIC and PRHL are individually referred to herein as a "Party" and collectively as the "Parties."
WHEREAS, the Company desires to acquire from PRHL and PRHL desires to contribute (the "Premier Contribution") to the Company, subject to shareholder vote and approval and Federal Energy Regulatory Commission approval, all of the issued and outstanding membership interests of TPC (the "TPC Membership Interests") and all of the issued and outstanding membership interests of AIC (the "AIC Membership Interests") in exchange for the issuance by the Company of an aggregate of nineteen million two hundred fifty thousand (19,250,000) shares (the "Company Shares") of the Company’s common stock, $0.0001 par value per share (the "Common Stock"), to PRHL on the terms and conditions set forth herein (the "Share Exchange");
WHEREAS, the contribution and exchange contemplated hereby (the "Contribution and Exchange") in addition to the: (i) contribution by Advanced E Lighting, LLC ("Advanced") in exchange for six million (6,000,000) Company Shares (the "Advance Contribution"); (ii) contribution by PowerOne Corporation, Units of Rescom Energy, LLC ("Rescom") in exchange for ten million (10,000,000) Company Shares (the "Rescom Contribution");(iii) contribution by TPC Management Company, LLC, ("TPMC") of of the Portal Technology in exchange for six million (6,000,000) Company Shares (the "Technology Contribution");
WHEREAS the "Advance Contribution", the "Premier Contribution", the "Technology Contribution" and the "Rescom Contribution", (hereinafter collectively referred to as the "351 Contributions"), is intended to qualify as an integrated contribution and exchange as described under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, the Company intends to conduct a private placement offering of its Common Stock consisting of a minimum of 1,000,000 shares at price per share of $1.00 for each share of Common Stock (the "Minimum Offering Amount"), subject to an increase of up to 10% in accordance with the terms and conditions of the Subscription Agreement (the "Maximum Increase"), with funds being placed in escrow of which at least the Minimum Offering Amount will be released simultaneously with the closing of the Share Exchange and, if applicable, subsequent closings thereafter of up to the Minimum Offering Amount and Maximum Increase (the "Equity Financing"); any equity offerings over the Maximum Increase amount will be subject to board vote needing majority approval.
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March 26, 2018
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Copyright 2010-17 EnergyChoiceMatters.com
Reporting by Paul Ring • ring@energychoicematters.com
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