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Market Wire

Lonestar Capital Corporation Announces Qualifying Transaction

Market Wire,  July, 2008  

Lonestar Capital Corporation (TSX VENTURE: LON.P) ("Lonestar" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into agreements to acquire two leading California solar companies (the "Acquisitions"). It is anticipated that the Acquisitions will constitute the Company's Qualifying Transaction under the Exchange's Policy 2.4 - Capital Pool Companies (the "CPC Policy").

The Acquisitions

Effective June 29, 2008, Acro Energy Technologies, LLC, a Texas limited liability company and wholly-owned subsidiary of Lonestar formed on June 24, 2008 ("Acro Energy Technologies") entered a Stock Purchase Agreement (the "Acro Agreement") to acquire all of the issued and outstanding common shares of Acro Electric, Inc., a California corporation ("Acro"). The aggregate purchase price payable is approximately U.S.$5,400,000 (the "Arco Purchase Price") and will be payable by a combination of cash and common shares in the capital of the Company, as further described below (the "Acro Acquisition"). Mr. Steve Vella is currently the President and sole shareholder of Acro.

Effective July 3, 2008, Lonestar, through Acro Energy Technologies, entered a Stock Purchase Agreement (the "NextEnergy Agreement") to acquire all of the issued and outstanding common and preferred shares of NextEnergy Corp., a California corporation ("NextEnergy"). The aggregate purchase price payable is approximately U.S.$3,600,000 (the "NextEnergy Purchase Price") and will be payable by a combination of cash and common shares in the capital of the Company, as further described below (the "NextEnergy Acquisition"). Mr. Randy Kauffman is currently the President and majority shareholder of NextEnergy.

For each of the Acro Acquisition and the NextEnergy Acquisition, the Company has further agreed to pay an Additional Purchase Price - Earn Out in the event that certain prescribed milestones are achieved in the twelve-month period following completion of the Acquisitions. Acro and NextEnergy are each full service solar integrators specializing in the design and installation of residential and commercial photovoltaic (PV) solar energy systems.

Acro, Mr. Vella, NextEnergy and Mr. Kauffman are each at arm's length to the Company and the Acquisition is therefore not a "Non Arms Length Qualifying Transaction" for the purpose of the CPC Policy.

Acro is headquartered in Oakdale, California. Based on unaudited financial information prepared by its management, Acro had revenues, Earnings Before Interest, Taxes, Depreciation, Amortization, Other Expenses and Provisions ("EBITDA")(i) and net income of approximately U.S.$6.8 million, approximately U.S.$800,000 and approximately U.S.$(574,000), respectively, for the twelve-month period ended May 31, 2008. Residential installations account for approximately 95% of Acro's revenues, with commercial installations accounting for the remainder. With 28 employees located in Oakdale, California, in the Central Valley region, Acro installs solar power systems statewide with an emphasis in the Central Valley.

NextEnergy's headquarters are in Concord, California. Based on unaudited financial information prepared by its management, NextEnergy had revenue, EBITDA(i) and net income of approximately U.S.$5.8 million, approximately U.S.$600,000 and approximately U.S.$(16,000), respectively, for the twelve-month period ending May 31, 2008. NextEnergy has 22 employees in its offices in Concord and San Francisco. Although NextEnergy has installed solar power systems throughout the state of California, its main focus is the Northern California territory. Residential installations account for 90% of NextEnergy's revenues with small business installations accounting for the remainder.

Private Placement and Use of Proceeds

It is intended that the Company will complete, in conjunction with the completion of the Acquisitions, a private placement financing for common shares of the Company for minimum gross proceeds of $8,000,000 and maximum gross proceeds of $12,000,000 (the "Private Placement", and together with the Acquisitions, the "Transaction").

At this time, no registered dealer or advisor has been retained by the Company to act as the agent for the Private Placement. While the Company does not currently anticipate engaging any such agent for the Private Placement, the Company expressly reserves the option and the right to do so, subject to the approval of the Exchange.

The Company intends to use a portion of the net proceeds of the Private Placement to satisfy the: 1) cash component of the Acro Purchase Price payable at closing of approximately U.S.$3,780,000; and 2) cash component of the NextEnergy Purchase Price payable at closing of approximately U.S.$2,520,000.

Approximately U.S.$270,000 of the Acro Purchase Price will be placed in escrow upon closing, to be released based on prescribed conditions as set out in the Acro Agreement, with the balance of the Acro Purchase Price of approximately U.S.$1,350,000 payable by way of the issuance to Mr. Vella, the current sole Acro shareholder, of approximately 1.73 million common shares of the Company based on a value of $0.78 per share.