SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
THE SECURITIES EXCHANGE ACT OF 1934
BITNILE HOLDINGS, INC.
(Name of Subject Company (Issuer) and Filing Person
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
President & General Counsel
BitNile Holdings, Inc.
11411 Southern Highlands Pkwy #240
Las Vegas, NV 89141
(Name, Address, and Telephone numbers of person
to receive notices and communications on behalf of filing
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
||Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
||third-party tender offer subject to Rule 14d-1.
||issuer tender offer subject to Rule 13e-4.
||going-private transaction subject to Rule 13E-3.
||amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: o
If applicable check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
||Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
||Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
BitNile Holdings Contemplates Exchange Offer to Acquire Shares
of Its Common Stock
LAS VEGAS--(BUSINESS WIRE) – November
28, 2022 -- BitNile Holdings, Inc. (NYSE American: NILE), a diversified holding
company (“BitNile” or the “Company”), today announced
that the Company is considering undertaking an exchange offer (the
“Offer”) whereby it would offer debt in the form of notes in
exchange for between $50 and $75 million of common stock. If the
Company proceeds with the Offer, the Company presently intends to
commence the Offer in early 2023 and its terms will be contained in
an Offer to Exchange. If the Offer proceeds, the Company intends to
apply to list the notes on the NYSE American Exchange. Until such
time as the notes are listed on the NYSE American, trading in the
notes will occur on the OTC.
The Offer will not be made to any person in any jurisdiction in
which either the Offer, or solicitation or sale thereof, is
unlawful. Any Offer will be made only by means of the Offer to
Exchange. It is anticipated that the Offer will be made pursuant to
the exemption from registration requirements of the Securities Act
of 1933, as amended, contained in Section 3(a)(9) thereof. Under
that exemption, if Common Stock exchanged is freely tradeable, the
notes received in exchange therefor will be freely tradeable. If
the Common Stock is restricted, the notes will be restricted to the
The complete terms and conditions of the Offer will be set forth in
the Offer to Exchange and related letter of transmittal that will
be furnished to holders of Common Stock upon the commencement of
the Offer and also filed with the Securities and Exchange
Commission on Schedule TO. Prior to making any decision to exchange
their shares of Common Stock, stockholders of the Company are
strongly encouraged to read the Schedule TO and related exhibits
because they will contain important information about the Offer.
The Schedule TO and related exhibits will be available without
charge at the Securities and Exchange Commission's website at
http://www.sec.gov and will be delivered without charge to all
stockholders of the Company who so request it.
This press release is for informational purposes only and shall not
constitute an offer to sell or exchange nor the solicitation of an
offer to acquire the Common Stock or any other securities.
Commencement of the proposed Offer is subject to, among other
things, completion of all regulatory filings and certain regulatory
approvals. Any solicitation of offers to exchange Common Stock for
the notes will only be made pursuant to an Offer to Exchange and
related materials to be sent by the Company to its stockholders on
the commencement of the proposed exchange offer.
For more information on BitNile and its subsidiaries, BitNile
recommends that stockholders, investors, and any other interested
parties read BitNile’s public filings and press releases available
under the Investor Relations section at www.BitNile.com or
available at www.sec.gov.
About BitNile Holdings, Inc.
BitNile Holdings, Inc. is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, BitNile owns and operates a data center at
which it mines Bitcoin and provides mission-critical products that
support a diverse range of industries, including oil exploration,
defense/aerospace, industrial, automotive, medical/biopharma,
consumer electronics, hotel operations and textiles. In addition,
BitNile extends credit to select entrepreneurial businesses through
a licensed lending subsidiary. BitNile’s headquarters are located
at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV
This press release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” “considering” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8- K. All filings are available at www.sec.gov and on the Company’s
website at www.BitNile.com.
BitNile Holdings Investor Contact:
IR@BitNile.com or 1-888-753-2235
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