MONTVALE, NJ, - September 25, 2013 - Beneficial Holdings Inc. (OTC Pink: BFHJ) today announced agreements for two acquisitions and steps to address its capitalization and share structure.
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 (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 (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.
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. (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.
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.
GREG McANDREWS & ASSOCIATES
Gregory A. McAndrews
SOURCE: Beneficial Holdings Inc.