AUSTIN, Texas, March 22, 2017 (GLOBE NEWSWIRE) -- P10 Industries, Inc. (OTC:PIOI), formerly Active Power, Inc., today announced it has filed for re-organization under Chapter 11 of the Federal Bankruptcy Code, using a prepackaged plan of reorganization. In connection with the filing, the company entered into a Restructuring Support Agreement (the “210 RSA”) with 210/P10 Investment, LLC (“210 Capital”), as well as a Restructuring Support Agreement with Langley Holdings plc, the acquirer of P10’s former operations (“Langley RSA”). Subject to the terms and conditions of the plan and the 210 RSA, Dallas-based 210 Capital will invest $4.654 million cash in P10 in exchange for shares of the company’s common stock representing approximately 48% of the company.
In addition, 210 Capital will provide up to ten million dollars of financing to be used for acquisitions (subject to the terms and conditions of the plan and the 210 RSA) as P10 implements its strategy of monetizing its intellectual property and seeking investments in companies that generate profit and positive cash flows, thus creating long-term stockholder value.
Under the plan, the company will also be shedding all of its contingent liabilities, including obligations under the lease of its former headquarters facility in Austin, Texas.
“We are announcing another significant milestone in our evolution today,” said Mark A. Ascolese, President and CEO of P10. “After an extensive search, we have found an investor who shares our vision of the future and is willing to commit capital to help us successfully implement our new strategy. We believe that we can emerge from protection under the Federal Bankruptcy Code via a pre-packaged plan in a matter of weeks and thus protect and preserve value for current shareholders.”
“210 Capital is very excited to be able to step in and become part of P10’s future by providing capital and access to credit as the company moves forward,” said Robert Alpert, Managing Partner of 210/P10 Investment LLC. “We look forward to working with the company as it implements its strategy of monetizing the company’s intellectual property and acquiring profitable companies.”
The consummation of the plan will be subject to customary conditions and other requirements. The 210 RSA also provides for termination by each party, or by any party, upon the occurrence of certain specified events. The Langley RSA provides for termination by each party, or by any party, upon the occurrence of certain specified events.
The foregoing descriptions of the RSA and the Plan are qualified by reference to the full text of such documents, copies of which P10 intends to make available on its website on or about Friday, March 24, 2017.
The company filed its voluntary Chapter 11 petition and the Plan in the U.S. Bankruptcy Court for the Western District of Texas in San Antonio.
The information contained in this press release is for informational purposes only and does not constitute an offer to buy, nor a solicitation of an offer to sell, any securities of the company, nor does it constitute a solicitation of consent from any persons with respect to the transactions contemplated hereby and thereby. While the company expects the restructuring will take place in accordance with the plan, there can be no assurance that the company will be successful in completing a restructuring.
Certain statements in this press release are forward-looking and are based upon the company’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that the company plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, the ability to confirm and consummate a plan of reorganization in accordance with the terms of the Plan; the ability to complete the financing transactions contemplated by the 210 RSA; the ability to complete the transactions contemplated by the Langley RSA; risks attendant to the bankruptcy process, including the effects thereof on the company's business and on the interests of various constituents, the length of time that the company might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; risks associated with third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization in accordance with the terms of the plan; potential adverse effects on the company's liquidity or results of operations; increased costs to execute the reorganization in accordance with the terms of the plan; effects on the market price of the company's common stock and on the company's ability to access the capital markets; and known trends and uncertainties as described in the company's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the company's actual results and plans could differ materially from those expressed in the forward-looking statements.
About P10 Industries P10 Industries is a company led by proven, experienced business leaders aimed at monetizing intellectual property assets and acquiring profitable businesses in the commercial and industrial markets to generate profit and positive cash flows, ultimately creating long-term shareholder value. P10’s current business commenced on November 19, 2016, following completion of an asset acquisition of its Active Power assets by Piller Power Systems, Inc. (formerly known as Piller USA, Inc.), a subsidiary of Langley Holdings PLC. Active Power changed its name to P10 Industries pursuant to the terms of the acquisition agreement. For more information, visit www.p10industries.com . P10 Industries stock trades on the OTC Pink Market, which is operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. P10 Industries stock trades under the symbol “PIOI.”
P10 Press and Investor Contact: Jay Powers CFO and Vice President, Finance (512) 744-9568 jpowers@p10industries.com
