Think in the short term common stock PPS could take a hit, what do you think?
On June 11, 1012, RTG Ventures, Inc., a Florida corporation (the “Company”) and Brand Entertain LLC (“Brand”), a private company. Sellers, Jeffrey Wattenberg and Cord Periera are equal 50% owners. An agreement entered into and completed whereby RTG Ventures, Inc. has acquired 100% of the shares of Brand Entertain is the subject of this filling.
On June 11, 2012 RTG Ventures, Inc. entered into an Agreement to Purchase LLC Interests from Brand Entertain, a private company, whereby RTGV would acquire 100% of its shares.
Brand Entertain will be allocated Convertible Preferred Shares of RTG Ventures, Inc. The Convertible Preferred Shares are Restricted for a minimum of one year, before they can be converted to common shares at a ratio of 34.35. This initial conversion ratio is subject to a future positive adjustment based on established performance-based milestones mutually agreed by the parties post-agreement.
Item 2.01 Completion of Acquisition
The transaction was completed coincident with the signing of this document, contingent upon the audited financials required of any acquisition done by a public company which will be filed within 60 days.
Consideration for Acquisition
Pursuant to the Agreement to Purchase LLC Interests, the Registrant acquired 100% of the outstanding ownership of Brand Entertain from its 2 shareholders for consideration consisting of 2,000,000 shares of Convertible (Restricted) Preferred Shares according to determined valuation methodologies agreed mutually by the parties. The minimum initial consideration is described in 1.1 paragraph of the agreement as shown in exhibit 1, as follows:
Purchase Price
The purchase price is Two Hundred Fifty Two Thousand Four Hundred Seventy Two dollars and Fifty Cents ($252,472.5). The purchase price shall payable in shares of RTG's Series 2 Preferred. A total of two million (2,000,000) shares of RTG’s Series 2 Preferred will be issued to Sellers: one million (1,000,000) shares to Wattenberg, one million (1,000,000) shares to Pereira. The share certificates will be issued promptly. The Series 2 Preferred Shares are convertible into 68,700,000 shares of RTG's common stock, which is ten percent (10%) of the outstanding stock of RTG at the closing date. The initial conversion ratio for Series 2 Preferred to common stock is 34.35. This conversion ratio of the Series 2 Preferred shall be subject to a future positive adjustment. The amount of any positive adjustment will be based upon a comparison of the post-closing business results of Brand and of RTG (without consideration of Brand results) as described in Schedule 2 hereto
