Archive for 'Securities Act of 1933'

Genesis Group Holdings, Inc. (OTCBB: GGHO ) which operates through its wholly owned subsidiaries, including Digital Comm, Inc. (“DCI”), and Tropical Communications Inc., (“Tropical”  ) has executed a memorandum of understanding with Rives-Monteiro Engineering, LLC,( http://monteiro-eng.com ) an engineering firm with offices in Houston, Texas and Tuscaloosa, Al.   Rives-Monteiro has been in business since 1998, performing cable-engineering services in the Southeastern United States with additional services performed internationally.

Under the terms of the parties’ memorandum of understanding, the Company will acquire 100% of Rives-Monteiro for 5 million shares of Company stock, plus certain cash compensation and an earn-out.  The acquisition of Rives-Monteiro, is subject to the completion of due diligence and financing.

Adding Rives-Monteiro, and its engineering capabilities, will enable the Company to take on larger and more profitable work going forward.  Rives-Monteiro is expected to add approximately $3 million of profitable revenue to the Company’s consolidated reports.  The consolidation of Rives-Monteiro with DCI and Tropical should bring the Company to a run rate of over $6 million annually.

Gideon Taylor, CEO of Genesis stated: “As we announced earlier, we will continue to strategically team up with companies that can provide immediate benefits to our shareholders.  While we are disappointed with our current stock price; we will not let that price distract us from our strategic plans for growth.”

About Genesis Group Holdings, Inc.

Genesis Group operates through its wholly owned subsidiaries. The Company  provides turnkey operations in outside plant construction, wireless infrastructure, voice-data network technologies, utility infrastructure- water, sewer, electric, gas, fiber/copper buried and aerial cable.  Its subsidiaries have master contracts with ATT, Verizon, and other communications providers.

.FORWARD-LOOKING STATEMENTS

Statements contained herein that are not based on historical fact, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “could” and other similar expressions, constitute “forward-looking statements” as that term is defined in Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in GGHO’s annual report on Form 10-K for the most recent fiscal year, GGHO’s quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Contact Information:
Lawrence Sands
Senior Vice President, Genesis Group Holdings, Inc.
561-988-1988

Web Site: http://monteiro-eng.com

Capital Financial Global, Inc. (OTC:CFGX), announced today that it has acquired a 100% interest in the St. Louis Gold Mine in Clark County, Nevada.

The St. Louis Mine is comprised of Arctic, Atlantic, Pacific, Baltic, and Antarctic Lode patented gold and silver mining claims situated on 85.54 acres of property located in Clark Country, Nevada, approximately four miles north of Searchlight, Nevada, a well-known gold mining area.

The move is consistent with the Company’s stated long term strategy to back its lending operation by gold and precious metals so it can be insulated against another credit crisis, wherein much of the world’s core assets were devalued almost overnight.

“I want to make sure the back-bone of this company consists of assets that have intrinsic value and that can be freely traded anywhere in the world without being subject to third-party appraisals or local housing prices, and precious metals are really good for that,” said Mr. Paul Norat, CEO of Capital Financial Global, Inc.

Mr. Norat further stated, “Every monetary system in the world is supposed to be backed by gold, it only makes sense that we aspire to do the same.”

About Capital Financial Global, Inc.

Capital Financial Global, Inc. (OTC:CFGX) is a specialty finance company that facilitates the movement of credit and illiquid assets in the secondary debt markets, by originating new loans, buying and selling existing loans, and by converting assets upon which these loans are secured into cash or trade-able form.  The company is publicly traded on the OTC Markets trading system under the symbol CFGX.

Our Business Model

The Company makes money by originating new loans, buying and selling existing loans, and by converting assets upon which these loans are secured into cash or trade-able form.

Our Basic Strategy

The Company looks for opportunities for arbitrage by exploiting price differences in assets and interest rates due to distressed economic conditions rather than deterioration in the intrinsic value of the assets themselves.

Market Segments

The market segments the Company operates in are: residential & commercial real estate, insurance trusts and pension funds, precious metals, and investment grade government securities. The Company will also aggressively pursue any other opportunities that falls within its overall strategy.

Forward-looking statements:

Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include but are not limited to, risk factors inherent in doing business. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue,” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The company has no obligation to update these forward-looking statements.

Contact:
Capital Financial Global, Inc.
www.capfiglobal.com
Email: ir@capfiglobal.com
Tel:  801-747-2000

Web Site: http://www.capfiglobal.com

Horizon Lines, Inc. (NYSE: HRZ) today announced that it has entered into a definitive agreement and secured commitments from holders of more than 99% of its 4.25% convertible senior notes due in 2012 to move forward with a modified transaction that will refinance the company’s entire capital structure.

As part of the refinancing, the company has launched an exchange offer today for the $330.0 million of existing unsecured 4.25% convertible senior notes.  Consummation of the refinancing is expected to occur by the end of September, following completion of the exchange offer.

Consistent with the agreement announced on June 1, 2011, the modified agreement will completely recapitalize the company and eliminate the refinancing risk related to the maturity of the existing convertible notes and the existing bank debt in 2012.  It also provides liquidity to fund continued operations through a new asset-based revolving loan (ABL) facility.  Additionally, the note holders have committed to provide the company with access to a $25.0 million bridge loan to serve as a liquidity cushion through the completion of the recapitalization.  The recapitalization also provides for the immediate deleveraging of the balance sheet through a $50.0 million debt-for-equity exchange, and creates the opportunity for additional deleveraging of $280.0 million through the early conversion of the new convertible secured notes to be issued in the exchange offer.

The agreement with the note holders will effectuate a comprehensive refinancing in conjunction with the new ABL facility of $100.0 million.  Commitment for the ABL, arranged through Wells Fargo Capital Finance, LLC, has been signed and the transaction is scheduled to close in conjunction with the completion of the convertible notes exchange offer.  The ABL facility matures in five years from the date of closing.

Under the revised comprehensive recapitalization plan, holders of the 2012 convertible notes have committed to a $655.0 million financial restructuring that contemplates the following transactions:

  • Holders of the 2012 convertible notes and certain other parties have committed to purchase $225.0 million of new 11% first-lien secured notes to be issued by a subsidiary of the company.  The notes mature in five years from the date of issuance and are callable at 101.5% of the aggregate principal plus accrued and unpaid interest in year one, and at par plus accrued and unpaid interest thereafter.
  • Certain holders of the 2012 convertible notes will provide the company with up to $25.0 million of bridge loan financing to ensure adequate liquidity for the company through the completion of the recapitalization.  At closing of the recapitalization, the bridge loan will be exchanged for $25.0 million of newly issued second-lien secured notes.
  • Holders of the 2012 convertible notes and certain other parties have committed to purchase $100.0 million of new second-lien 13%-to-15% secured notes to be issued by a subsidiary of the company (the $100.0 million includes the entire $25.0 million of the bridge loan that will be exchanged for $25.0 million of second-lien notes at the closing of the recapitalization).  The notes mature in five years from the date of issuance, are non-callable for two years, and thereafter callable at 106% of the aggregate principal plus accrued and unpaid interest in year three, 103% plus accrued and unpaid interest in year four, and after that at par plus accrued and unpaid interest.

Proceeds from the secured notes will be used, among other things, to satisfy in full the company’s obligations outstanding under its existing first-lien revolving credit facility and term loan, which currently total $269.7 million. The first-lien and second-lien secured notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  The first-lien and second-lien secured notes will be offered and issued only to accredited investors pursuant to Section 4(2) of the Securities Act and to persons outside the United States pursuant to Regulation S.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

As part of the refinancing, the company has commenced an exchange offer for its existing $330.0 million of 4.25% convertible senior notes that includes the following:

  • $280.0 million of new 6.0% convertible secured notes, maturing in five and a half years after date of issuance, convertible at the option of the holder at $0.45 per share, and as described below, and;
  • $50.0 million of common stock, issued at $1.00 per share, or approximately 50 million shares, which would represent approximately 61.8% of the outstanding capital stock of the company after issuance.

Under terms of the agreement, and subject to certain conditions, the company has the right to convert the new 6.0% convertible secured notes into $50.0 million of common stock at $0.73 per share after three months from the date of issuance, and another $50.0 million of common stock at $0.73 per share after nine months from the date of issuance. After at least 90 days following the second conversion, the company has the right to convert into common stock the remaining $180.0 million of convertible secured notes at its option, in whole or in part, and from time to time, at $0.45 per share, plus accrued and unpaid interest, providing that the 30-trading-day, volume-weighted average price of the common stock is at least $0.63 per share at the conversion date and that the company has provided no less than 20 days nor more than 60 days prior notice.

Assuming full participation in the exchange offer, holders of the 2012 convertible notes will own approximately 95% of the company’s stock on an as-converted basis following the exchange offer.

Terms of the agreement also call for the company to request a 1-for-25 reverse stock split at the first shareholder meeting following the closing date.

Normally, the issuance of the company’s common stock, as part of the initial exchange offer, in the amount described in this refinancing agreement would require shareholder approval in accordance with the shareholder approval policy of the New York Stock Exchange (NYSE).  However, the company has determined that it cannot undertake and conclude the shareholder approval process in the time that the refinancing transaction would need to be completed by in order to avoid the default that would occur when the company breaches the financial covenants under its existing credit facility at the close of its third quarter on September 25, 2011. Lenders under the existing credit facility already have amended the covenants on two separate occasions in 2011.  The lenders have declined to provide additional waivers and amendments.  Failure to receive such waivers or amendments would constitute an event of default, which the company expects would result in acceleration of existing debt and further revenue run-off and overall business deterioration, jeopardizing the company’s financial viability and compelling the company to seek bankruptcy protection.  In order to avoid such an outcome and in light of the fact that the proposed exchange offer must remain open for at least 20 business days under federal securities laws, the company needs to commence the proposed exchange offer by August 26, 2011.  On August 10, 2011, the Audit Committee of the company’s Board of Directors approved the company’s use of the financial viability exception to the NYSE’s shareholder approval policy, and the company is issuing a letter to shareholders notifying them of its intention to complete the refinancing without seeking shareholder approval.   The closing of the refinancing will not occur until at least 10 days after such notice is mailed.  The NYSE has accepted the company’s reliance on the financial viability exception to the shareholder approval policy.

Concurrently with the exchange offer, the company will seek consents from all holders of the 2012 convertible notes to remove substantially all of the restrictive covenants and certain events of default from the indenture governing the 2012 convertible notes.

The company expects to complete the exchange offer of the existing 2012 convertible notes by the end of September, at which time it expects to close the entire refinancing.

The company will file with the SEC a Current Report on Form 8-K containing certain financial and other information about the company that was previously disclosed under confidentiality agreements at investor meetings with certain holders of the 4.25% convertible senior notes. The Current Report on Form 8-K also will contain copies of the various agreements described herein.

The agreements are subject to various contingencies and the company offers no assurances that it will be able to execute the transactions as described.

In connection with entering into this definitive agreement, the company will make a $7.0 million semi-annual interest payment on its existing $330.0 million of 4.25% convertible senior notes.  The interest payment was due on August 15, 2011, however, the company decided to make the payment within the 30-day grace period.

Separately, the company has received formal notification from the NYSE that it is not in compliance with the NYSE’s continued listing standard requiring that the average closing price of common stock be at least $1.00 per share over a consecutive 30-day trading period.  Under the NYSE’s continued listing standards, to avoid delisting, the company must return to compliance with the $1.00 average share price standard within six months, or in conjunction with its next annual shareholder meeting if curing the price condition requires shareholder approval.  The company also received a non-compliance notice from the NYSE in late May 2011, when its market capitalization fell below $50.0 million over a consecutive 30 trading-day period at the same time that stockholders’ equity was below $50.0 million.  The company has submitted, and the NYSE has accepted, a plan to address the market capitalization issue.  The plan is closely tied to the successful completion of the recapitalization, along with other operating initiatives, which the company also believes will address the $1.00 minimum price deficiency.  Per NYSE requirements, the company will notify the NYSE that it intends to cure the $1.00 minimum price deficiency.

Important Information about the Exchange Offer

This release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security.  An exchange offer will only be made pursuant to exchange offer documents, including filing a Registration Statement on Form S-4 and a Schedule TO containing a prospectus and a tender offer statement, that are to be made available to the holders of the 4.25% convertible senior notes and filed with the Securities and Exchange Commission (“SEC”).  Holders of the 4.25% convertible senior notes are advised to read the exchange offer documents when they become available, as these documents will contain important information about the exchange offer.  Copies of the exchange offer documents and other filed documents will be available for free at the SEC’s website, www.sec.gov, as well as the company’s website, www.horizonlines.com or by making a request to Horizon Lines, Inc., 4064 Colony Road, Suite 200, Charlotte, North Carolina 28211, (704) 973-7000, Attention: Jim Storey, Director, Investor Relations & Corporate Communications.

About Horizon Lines

Horizon Lines, Inc. is the nation’s leading domestic ocean shipping and integrated logistics company. The company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. Horizon Lines, Inc., is based in Charlotte, NC, and trades on the New York Stock Exchange under the ticker symbol HRZ.

Forward Looking Statements

The information contained in this press release should be read in conjunction with our filings made with the Securities and Exchange Commission.  This press release contains “forward-looking statements” within the meaning of the federal securities laws.  These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Words such as, but not limited to, “will,” “intend,” “expect,” “would,” “could,” “must,” “may,” and similar expressions or phrases identify forward-looking  statements.

Factors that may cause expected results or anticipated events or circumstances discussed in this press release to not occur or to differ from expected results include: the ability of the parties to agree on the final terms of the refinancing; our ability to close on the refinancing; our ability to satisfy other conditions of the refinancing, including satisfaction of any remaining diligence requests; the ability of the investors to fund the refinancing; general conditions in the capital markets; general economic conditions; our ability to maintain adequate liquidity to operate our business; volatility in fuel prices and in freight rates; decreases in shipping volumes; our ability to remain Jones Act compliant because of changes in ownership; or our ability to continue as a going concern.

All forward-looking statements involve risk and uncertainties.  In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this press release might not occur.  We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  See the section entitled “Risk Factors” in our Form 10-K filed with the SEC on March 28, 2011, for a more complete discussion of these risks and uncertainties and for other risks and uncertainties.  Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements.  Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences.

http://www.horizonlines.com

Small Business Owners Get New Source of Funds

MidSouth Bancorp, Inc. (“MidSouth”) (NYSE Amex: MSL) announced today that the U.S. Treasury has selected MidSouth Bank for participation in the Small Business Lending Fund (SBLF), which will allow the bank to extend more commercial loans at low and competitive rates to small businesses across its two-state trade area.

MidSouth Bank’s goal is to put $108 million in new loans on its books over a two-year period. “Working with the U.S. Treasury, the Small Business Administration and the various economic development districts throughout our markets will allow us to increase loans to many small businesses, which in turn will enable them to hire more employees in the areas of Louisiana and Texas,” said Troy Cloutier, Chief Banking Officer at MidSouth Bank.

In general, for a loan to qualify for SBLF funding, a company must have annual sales of less than $50 million and borrowing needs under $10 million. “We are very interested in talking to anyone in Louisiana and Texas about these small business loans. We are urging them to call their nearest MidSouth location and ask to speak to one of our commercial loan officers about getting a loan under the Small Business Lending Fund,” added Cloutier.

Recognized as one of the fastest growing banks in the South, MidSouth now has 40 locations in Louisiana and Texas and $1.2 billion in assets.

Enacted into law as part of the Small Business Jobs Act of 2010, also commonly called the Jobs Act, the SBLF is a $30 billion fund that encourages lending to small businesses by providing capital to qualified community banks with assets of less than $10 billion. By putting Main Street banks and small businesses together, the U.S. Treasury aims to help create jobs and promote economic growth in local communities across the nation.

About MidSouth Bancorp, Inc.

MidSouth Bancorp, Inc. is a bank holding company headquartered in Lafayette, Louisiana with assets of $1.2 billion as of July 31, 2011. Through its wholly owned subsidiary, MidSouth Bank, N.A., MidSouth offers a full range of banking services to commercial and retail customers in Louisiana and Texas. MidSouth Bank has 40 locations and over 50 ATMs.  More corporate information is available at www.midsouthbank.com.

Forward-Looking Statements

Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties.  Actual results may differ materially from the results in these forward-looking statements.  Factors that might cause such a difference include, among other matters, satisfaction of the closing conditions set forth in the agreements related to the proposed branch acquisition, including receipt of necessary regulatory approval; the success or failure of integrating operations, and the ability to capitalize on growth opportunities upon entering new markets; changes in local economic and business conditions, including, without limitation, changes related to the oil and gas industries, that could adversely affect customers and their ability to repay borrowings under agreed upon terms, adversely affect the value of the underlying collateral related to their borrowings, and reduce demand for loans; increased competition for deposits and loans which could affect compositions, rates and terms; loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels; and other factors discussed under the heading “Risk Factors” in MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 16, 2011 and in its other filings with the SEC.

http://www.midsouthbank.com

Harbinger Group Inc. (“HGI”; NYSE:  HRG) today announced the successful completion of convertible preferred stock issuances totaling $400 million.  The initial sales were consummated in May 2011 for $280 million with a conversion price of $6.50 per share. Additional sales were completed in August 2011 for $120 million with a conversion price of $7.00 per share. The net proceeds from the issuances of the preferred stock will be used for general corporate purposes, which may include acquisitions and future investments.

The issuances were led by a $205 million investment by private equity funds affiliated with Fortress Investment Group LLC.  Fortress has the right to appoint one director to HGI’s board of directors.  The additional preferred shareholders are comprised of leading investors, including: private equity funds affiliated with Providence Equity Capital Markets, L.L.C.; Wilton Re Holdings Limited; an investment fund managed by JHL Capital Group LLC; funds and/or accounts managed or advised by DDJ Capital Management, LLC; and funds affiliated with Luxor Capital Group, L.P.

As of today, the preferred stock would represent approximately 30% of HGI’s outstanding common stock on an as-converted basis.  Funds managed by Harbinger Capital Partners remain the Company’s largest stockholders. Assuming conversion of the preferred stock as of today, Harbinger Capital Partners would own approximately 65% of HGI, and Fortress Investment would own approximately 16%.

The terms of the preferred stock include a quarterly cash dividend at an annualized rate of 8%, and a cumulative quarterly pay-in-kind dividend at an annualized rate of 4% that will be reduced to 2% or 0% if HGI achieves specified rates of growth measured by net asset value.

Philip Falcone, CEO of HGI, said, “Harbinger Group has raised $900 million in the past nine months, comprised of $400 million in preferred stock and $500 million in senior debt. We are delighted with the strong endorsement of HGI’s permanent capital model we have received from this world-class group of investors. With our strong liquidity and potential to further partner with our strategic investors, we are well positioned to execute our business plan and expand in our target sectors.”

Peter Briger of Fortress Investment, said, “We are extremely excited about the future growth potential of Harbinger Group and the operating performance of its current group of businesses. We are also pleased this group of leading institutions is joining us as shareholders in Harbinger Group.”

Holders of the preferred stock will have the right to vote together with the holders of common stock on all matters upon which the holders of common stock are entitled to vote, on an as-converted basis, subject to certain New York Stock Exchange stockholder approval requirements and regulatory approval.  Please refer to the Company’s Form 8-K filed with the Securities and Exchange Commission for the complete terms of the convertible preferred stock.

The preferred stock have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the preferred stock, nor shall there be any offer, solicitation or sale of any preferred stock in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Harbinger Group Inc.

Harbinger Group Inc. is a diversified holding company. The Company’s principal operations are conducted through subsidiaries that offer life insurance and annuity products, and branded consumer products such as batteries, pet supplies, home and garden control products, personal care and small appliances. The Company focuses on opportunities in these sectors as well as financial products, telecommunications, agriculture, power generation and water and natural resources. The Company makes certain reports available free of charge on its website at www.harbingergroupinc.com as soon as reasonably practicable after each such report is electronically filed with, or furnished to, the Securities and Exchange Commission.

Forward-Looking Statements

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release and oral statements made from time to time by representatives of the Company regarding the proposed offering and the use of proceeds of the offering are forward-looking statements based upon management’s current expectations that are subject to risks, and uncertainties that could cause actual results, events and developments to differ materially from those set forth in or implied by forward-looking statements. These statements and other forward-looking statements made from time-to-time by the Company and its representatives are based upon certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may” or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation, capital market conditions, the risk that the Company may not be successful in identifying any suitable future acquisition opportunities and those factors listed under the caption “Risk Factors” in the Company’s prospectus filed with the Securities and Exchange Commission on May 9, 2011 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. The Company does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.

CONTACT:

APCO Worldwide
Jeff Zelkowitz, 646-218-8744
jzelkowitz@apcoworldwide.com

or

Harbinger Group Inc.
Francis T. McCarron, CFO, 212-906-8560
investorrelations@harbingergroupinc.com

Pinnacle Entertainment, Inc. (NYSE: PNK) announced today that it entered into an amended and restated revolving credit agreement.  Among other changes, the size of the credit facility was increased to $410 million from $375 million and the maturity date was extended to August 2016 from March 2014.  Additionally, the effective interest rate was reduced throughout the pricing grid, with a current interest rate of 250 basis points over LIBOR compared to the previous effective interest rate of 375 basis points over LIBOR.  As of June 30, 2011, the Company had approximately $10 million drawn on the revolving credit facility.

Certain financial covenants contained in the credit agreement have also been amended to reflect Pinnacle’s recent operating performance improvements, free cash flow and expanded project development pipeline.

Carlos Ruisanchez, executive vice president and chief financial officer of Pinnacle Entertainment, commented, “The amended revolving credit agreement, including an increase in total borrowing capacity, lower borrowing costs and updated financial covenants, provides Pinnacle with added flexibility to continue executing on our pipeline of return-focused expansion projects.

“Pinnacle is diversifying its operations through three distinct growth projects which will come online over the next several years.  In Louisiana, construction continues on L’Auberge Casino & Hotel Baton Rouge, which will open in 2012.  Additionally, we anticipate that we will soon complete our investment in Asian Coast Development (Canada) Ltd., the owner and developer of a beachfront complex of destination integrated resorts and residential properties in Vietnam, and continue to plan the re-development of River Downs in Cincinnati into a premier racing and gaming entertainment destination.  We value all of our bank relationships and appreciate their help in amending and extending the agreement.”

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates seven casinos, located in Louisiana, Missouri, Indiana and Nevada, and a racetrack in Ohio.  The Company is also developing L’Auberge Casino & Hotel Baton Rouge, which is scheduled to open in the summer of 2012.  In May 2011, Pinnacle entered into an agreement to acquire a 26% ownership stake in Asian Coast Development Ltd. (ACDL), an international development and real estate company currently developing Vietnam’s first large-scale integrated resort.

All statements included in this press release, other than historical information or statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, including statements regarding the opening of the Company’s Baton Rouge project; the closing of the Company’s investment in Asian Coast Development (Canada) Ltd. (ACDL); and the ability of the Company to develop a new gaming and entertainment facility at River Downs, are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances that could significantly affect future results. Accordingly, Pinnacle cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include, but are not limited to: (a) significant competition in the gaming industry in all of the Company’s markets could adversely affect the Company’s profitability; (b) the Company will have to meet the conditions for receipt or maintenance of gaming licensing approvals for the Baton Rouge project, some of which are beyond its control; (c) many factors, including the escalation of construction costs beyond increments anticipated in its construction budget and unexpected construction delays, could prevent the Company from completing its Baton Rouge project within budget and on time and as required by the conditions of the Louisiana Gaming Control Board; (d) video lottery terminals may not become operational at Ohio’s racetracks; (e) the terms of the Company’s credit facility and the indentures governing its senior and subordinated indebtedness impose operating and financial restrictions on the Company; (f) the Company may experience delays in closing its transaction with ACDL or fail to complete the transaction due to circumstances beyond its control, including ACDL’s inability to complete certain customary conditions provided for under its credit agreement; there can be no assurance that the transaction will in fact close; (g) ACDL will have to obtain all necessary approvals for completing the Ho Tram development project, including gaming and regulatory approvals, some of which are beyond its control; and (h) other risks, including those as may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). For more information on the potential factors that could affect the Company’s financial results and business, review the Company’s filings with the SEC, including, but not limited to, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.

http://www.pnkinc.com

C&J Energy Services, Inc. (NYSE: CJES) (“C&J” or the “Company”) announced today that it completed its initial public offering of 13,225,000 shares of its common stock at a price of $29.00 per share, before underwriting discounts and commissions. C&J sold 4,300,000 shares in this offering, and the selling stockholders sold 8,925,000 shares, including 1,725,000 shares sold by the selling stockholders pursuant to the full exercise of the underwriters’ option to purchase additional shares.

The Company intends to use the net proceeds of approximately $113 million from this offering to repay all outstanding indebtedness under its credit facility and any remaining net proceeds to partially fund the purchase price of its on-order hydraulic fracturing fleets. The Company did not receive any proceeds from the sale of shares by the selling stockholders. Goldman, Sachs & Co., J.P. Morgan and Citigroup acted as joint book-running managers for the offering. Wells Fargo Securities, Simmons & Company International and Tudor, Pickering, Holt & Co. acted as co-managers for the offering.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This offering was made only by means of a written prospectus forming part of the effective registration statement. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained from the offices of:

Goldman, Sachs & Co.

Attn: Prospectus Department

200 West Street

New York, NY 10282

Telephone: 1-866-471-2526

Fax: 1-212-902-9316

Email: prospectus-ny@ny.email.gs.com

J.P. Morgan

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: 1-866-803-9204

Citigroup

Attn: Prospectus Department

Brooklyn Army Terminal

140 58th Street, 8th Floor

Brooklyn, NY 11220

Telephone: 1-800-831–9146

Email: batprospectusdept@citi.com

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

C&J Energy Services, Inc. is an independent provider of hydraulic fracturing and coiled tubing services with a focus on complex, technically demanding well completions. The Company has historically operated in South Texas, East Texas/North Louisiana and Western Oklahoma.

Investor Contacts
C&J Energy Services, Inc.
Danielle Hunter, Senior Counsel
dhunter@cjenergy.com
(713) 260-9900

 

American Standard Energy Corp. (OTCBB: ASEN) (“American Standard” or the “Company”) today announced that it has closed a private placement with certain accredited investors, pursuant to which such investors have agreed to purchase 2,260,870 units from the Company at a price of $5.75 per unit for gross proceeds of approximately $13.0 million. Each unit will consist of one share of common stock, one-half of a Series A warrant to purchase one share of common stock, and a Series B warrant exercisable for additional shares of common stock upon the occurrence of certain dilutive events or in the event the market price of the common stock falls below the offering price prior to the shares being registered for resale or eligible to be sold pursuant to Rule 144 of the Securities Act of 1933, as amended. The Series A warrants, which represent the right to acquire up to an aggregate of 1,130,435 common shares, will be exercisable within the 5-year anniversary of the closing date of the private placement.  The warrant exercise price of $9.00 per share is 113% of the average closing price of the Company’s common shares on the OTCBB for the five days ended July 11, 2011.  Canaccord Genuity Inc. acted as the lead placement agent for the offering.  Northland Capital Markets acted as co-placement agent for the offering.

American Standard intends to use the net proceeds from the offering to acquire additional oil and natural gas acreage and for general working capital purposes.

The securities to be sold in this private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. American Standard has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock to be issued in this private placement as well as the common stock underlying the warrants issued in this private placement.

This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and our future results. All statements other than statements of historical facts included in this report, such as statements regarding the closing of the private placement and American Standard’s expectations regarding the use of proceeds from the private placement are forward-looking statements. Forward-looking statements are based on our current expectations and assumptions about future events and involve inherent risks and uncertainties. Important factors (many of which are beyond our control) could cause actual results to differ materially from those set forth in the forward-looking statements, including those described in our public filings with the Securities and Exchange Commission. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. American Standard undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in American Standard’s expectations.

CONTACT: Investor Relations Contact:
Andrew Wall, General Counsel
(480) 371-1929

New Geothermal Plants Move to Design Phase

Arrow Resources Development, Inc. (OTCBB: ARWD) The Company has received a $1,400,000 grant from the Asian Development Bank (ADB) to commence the design planning for two Geothermal Power Plant in Indonesia and the Philippines. This funding for these initial site development plans requires approximately 90 days and site selection has already commenced.

Peter Frugone, CEO of Arrow Resource Development commented, “After two years of planning, we are finally ready to start operations that will have a profound environmental impact on Indonesia and will eventually lead to significant financial gains for the Company.”

About Arrow Resources Development, Inc.

Arrow Resources Development, Inc. develops and coordinates corporate operations, finance, sales and marketing activities along with administrative activities, both in the Unites States and Indonesia and manages the corporate citizen program for this natural resource development company in the Asian market. Its relationship with Arrow Pacific Resources Group Limited (BVI Company) is for the development of large scale plantation, farming and geothermal operations in Indonesia. The Joint Venture partners include Arrow Pacific, Gerakan Masyarakat Pelestari Lingkungan Hidup (GMPLH), one of Indonesia’s larger non-profit organizations and PT Tiga Daun (Indonesian company owned by Arrow Pacific’s Indonesian operating Company). Arrow Resources’ agreements entitle the Company to 10% of all gross revenue generated by all their partners’ plantation/farming including any and all sales of natural resources and derivative products.

Safe Harbor: Statements regarding financial matters in this press release other than historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such statements about the Company’s future expectations, including future revenues and earnings, technology efficacy and all other forward-looking statements be subject to the Safe Harbors created thereby. The Company is a development stage firm that continues to be dependent upon outside capital to sustain its existence. Since these statements (future operational results and sales) involve risks and uncertainties and are subject to change at any time, the Company’s actual results may differ materially from expected results. For more information about the company, please visit their website at www.arrowrd.com.

CONTACT: Investor Relations, Charles Moskowitz, +1-212-262-2300, info@arrowrd.com

Web Site: http://www.arrowrd.com

Vista Gold Corp. (TSX & NYSE Amex Equities:  VGZ) (“Vista” or the “Company“) is pleased to announce that it has closed its previously announced offering of 9,000,000 common shares of Vista (“Common Shares“) at a price of C$3.30 per Common Share (the “Issue Price“) for aggregate gross proceeds to the Company of C$29,700,000 (the “Offering“).  The Offering was completed on a bought deal basis with GMP Securities L.P. and Wellington West Capital Markets Inc. as underwriters (the “Underwriters“).  The Common Shares were sold in Canada by way of a prospectus supplement to Vista’s existing base shelf prospectus dated April 27, 2009 and filed with the securities commissions in all of the provinces and territories of Canada (other than the Province of Quebec) and were sold in the United States by way of a prospectus supplement to the Company’s base shelf prospectus included in the Company’s shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC“) on April 27, 2009.

As part of the Offering, Vista granted the Underwriters an over-allotment option to purchase up to an additional 1,350,000 Common Shares at the Issue Price.  The over-allotment option remains exercisable at any time up to May 20, 2011.

As compensation to the Underwriters in connection with the Offering, Vista paid to the Underwriters a cash commission of C$1,485,000 and granted the Underwriters 450,000 compensation options (the “Compensation Options“).  Each Compensation Option is exercisable until April 20, 2013 to purchase one Common Share at the Issue Price.

The Company intends to use the net proceeds of the Offering as follows: (i) advancement of the Mt. Todd Project; (ii) exploration at the Guadalupe de los Reyes gold-silver project; (iii) permitting process at the Concordia gold project; and (iv) general corporate administration purposes of the Company.

Vista has filed a prospectus supplement to its base shelf prospectus with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, and a prospectus supplement to its base prospectus in its shelf registration statement with the SEC.  You may obtain a copy of the prospectus supplement and the accompanying base shelf prospectus filed in Canada from GMP Securities L.P. (fax (416) 943-6134 or request a copy by telephone at (416) 943-6130). You may obtain a copy of the prospectus supplement and the accompanying base prospectus filed in the United States from Griffiths McBurney Corp. c/o GMP Securities L.P. Attn: Equity Capital Markets, 145 King St. W., Suite 300, Toronto, Ontario, M5H 1J8, Canada, email your request to ecm@gmponline.com or fax your request to (416) 943-6134.

About Vista Gold Corp.

Vista is focused on the development of the Mt. Todd gold project in Northern Territory, Australia, and the Concordia gold project in Baja California Sur, Mexico, to achieve its goal of becoming a gold producer. Vista’s other holdings include the Guadalupe de los Reyes gold-silver project in Mexico, the Awak Mas gold project in Indonesia, and the Long Valley gold project in California.

This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws.  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as, the intended use of the net proceeds of the Offering and other such matters are forward-looking statements and forward-looking information.  When used in this press release, the words “optimistic,” “potential,” “indicate,” “expect,” “intend,” “hopes,” “believe,” “may,” “will,”, “could”, “if,” “anticipate,” and similar expressions are intended to identify forward-looking statements and forward-looking information.  These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different from any future results, performance or achievements expressed or implied by such statements.  Such factors include, among others, uncertainty of resource estimates, estimates of results based on such resource estimates; risks relating to cost increases for capital and operating costs; risks relating to delays in the completion of the drilling program, risks related to the adequacy of the design of the drilling program, risks related to the ability to obtain the necessary permits, risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; potential effects on Vista’s operations of environmental regulations in the countries in which it operates; risks due to legal proceedings; risks relating to political and economic instability in certain countries in which it operates; as well as those factors discussed under the headings “Note Regarding Forward-Looking Statements” and “Risk Factors” in Vista’s latest Annual Report on Form 10-K as filed on March 14, 2011, and other documents filed with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities.  Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  Except as required by law, Vista assumes no obligation to publicly update any forward-looking statements or forward-looking information; whether as a result of new information, future events or otherwise.

For further information, please contact Connie Martinez at (720) 981-1185.

http://www.vistagold.com

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