BitNile Holdings, Inc. (NYSE American: NILE), a diversified
holding company (“BitNile” or the “Company”),
announced today that Circle 8 Newco LLC (“Circle 8
Newco”), a newly formed indirect subsidiary of Ault
Alliance, Inc. (“Ault Alliance”), a wholly owned subsidiary
of the Company, has entered into an asset purchase agreement (the
“Agreement”) with Circle 8 Crane Services LLC (“Circle
8”), providing for the acquisition of substantially all of
Circle 8’s operating assets (the “Assets”) and
recapitalization of the business into Circle 8 Newco for an
aggregate consideration of approximately $40 million (the
“Acquisition”). The Acquisition will be funded with $16 mm
in cash and approximately $24 mm of asset-based debt will be
assumed.
Circle 8 is a crane rental and lifting solutions provider
founded in 2007 and headquartered in Corpus Christi, TX with
multiple locations throughout the South Central region of the U.S.
It maintains a large modern fleet of mobile cranes for its
customers’ heavy lifting needs. In particular, Circle 8 provides
crane operators, engineering, custom rigging and transportation
services for oilfield, construction, commercial and infrastructure
markets. Circle 8 maintains an industry leading safety record.
As BitNile has disclosed in prior announcements to the public,
it intends to have Ault Alliance become a separate reporting public
company in the first half of 2023. BitNile has also disclosed that
Ault Alliance is a diversified holding company focused on Bitcoin
mining, data center operations, commercial lending, activist
investing, oil exploration, hotel operations and other commercial
real estate holdings. Circle 8 Newco, including the Assets acquired
from Circle 8 at the closing of the Acquisition, constitutes an
entity within Ault Alliance, and hence it will be included within
any filing made with the Securities and Exchange Commission by Ault
Alliance.
Ault Alliance is partnering with equipment rental specialist
private equity group, Paramount Lifting Solutions LLC
(“Paramount”) and existing management, Phillip and Allen
Bryson, in the investment. Ault Alliance, Paramount, and management
will own approximately 64%, 20%, and 16%, respectively, on a fully
diluted basis, of Circle 8 Holdco LLC, a newly formed entity that
is the sole member of Circle 8 Newco.
The closing of the Acquisition is expected to occur on or prior
to December 9, 2022. The consummation of the transactions
contemplated by the Agreement are subject to various customary
closing conditions and the receipt of certain third party consents.
In addition to customary closing conditions, the closing of the
Acquisition is also conditioned upon the receipt by Circle 8 Newco
of financing in an amount sufficient to consummate the
transaction.
“We are very excited to partner with the Brysons and Paramount
as a platform for future growth,” said Christopher Wu, President of
Ault Alliance. Mr. Wu continued, “This Acquisition is in line with
Ault Alliance’s strategy of investing in enterprises that provide
current cash flows which we believe will increase through the
provision of additional equipment and technology to create
shareholder value. Based on current market conditions and presuming
the closing of the Acquisition, Circle 8 Newco is forecasted to
generate more than $40 million of annual revenue in 2023.”
“On behalf of the Circle 8 employees and management team, we are
pleased to partner with the Ault Alliance and Paramount teams.
Their global network and extensive industry knowledge will lay the
foundation for sustained growth and innovation,” said Phillip
Bryson, CEO of Circle 8.
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, karaoke audio equipment,
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 89141;
www.BitNile.com.
Forward-Looking Statements
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,” 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.
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BitNile Holdings Investor Contact: IR@BitNile.com or
1-888-753-2235
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