Ault Alliance Announces Its Intention to Commence an Exchange Offer to Acquire Shares of Its Common Stock for up to $15 Million in Series D Preferred Shares (an Effective Price of $0.25 per Share of Common Stock Exchanged)
November 29 2023 - 8:00AM
Business Wire
- Up to 600,000 preferred shares would be issued at a ratio of
one preferred share for each 100 shares of common stock submitted
for exchange (for an aggregate of up to 60,000,000 shares of common
stock)
- The $0.25 effective price per common share equivalent
represents a 208% increase over the last reported sales price of
the common stock on November 28, 2023, on the NYSE
American
- Shares tendered will be retired, reducing share count by up
to approximately 81%
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company (“Ault Alliance,” or the “Company”), today
announced that the Company intends to initiate an exchange offer
(the “Offer”) to accept for cancellation up to 60,000,000
shares of the Company’s common stock (“Common Stock”) in
exchange for the issuance of up to $15,000,000 aggregate
liquidation preference of its 13.00% Series D Cumulative Redeemable
Perpetual Preferred Stock (“Series D Preferred Stock”), with
each 100 shares of Common Stock being exchangeable in the Offer for
one share of Series D Preferred Stock having a liquidation
preference of $25.00 per share of Series D Preferred Stock (an
effective price of approximately $0.25 per share of Common
Stock).
The $0.25 liquidation preference per common share equivalent of
the Series D Preferred Stock represents a 208% increase over the
last reported sales price of the Common Stock of $0.0812 on
November 28, 2023 (the “Closing Price”), on the NYSE
American. Further, the 13.00% Series D Preferred Stock annual
dividend provides an additional annual recurring value of $0.0325
per common share, or 40% of the Closing Price. The Series D
Preferred Stock currently trade on the NYSE American under the
symbol “AULT-PD”. Based on the closing price of $0.0812 of the
Common Stock on November 28, 2023, the stated value of the Series D
Preferred Stock and the first year’s required dividend payments on
the Series D Preferred Stock, stockholders who tender Common Stock
in the Offer for the Series D Preferred Stock could realize a
premium of approximately 248%, of which 40% is from cash dividends,
from the November 28, 2023 Closing Price.
The Offer, when and if consummated, will constitute a repurchase
of the Common Stock and Common Stock exchanged will be cancelled
and put into treasury. If all 60 million shares of Common Stock are
tendered and cancelled, the Company’s outstanding Common Stock will
be reduced by approximately 81%, based on the number of shares of
Common Stock issued and outstanding as of November 28, 2023.
The Offer is expected to commence in December 2023 and is
subject to regulatory approval and other customary closing
conditions. Details regarding the offer and instructions for
stockholders interested in participating will be provided in the
Offer to Exchange and related documents, which will be filed with
the Securities and Exchange Commission and distributed to Ault
Alliance stockholders.
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
Series D Preferred Stock received in exchange therefor will be
freely tradeable. If the Common Stock is restricted, the Series D
Preferred Stock will be restricted to the same degree.
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 buy the Series D Preferred Stock or any other
securities. Any solicitation of offers to exchange Common Stock for
the Series D Preferred Stock 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 Offer. The Offer
is not being made to any person in any jurisdiction in which the
offer, solicitation or sale is unlawful. Any offers of the Series D
Preferred Stock will be made only by means of the Offer to
Exchange. The exchange offer documents 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.
For more information on Ault Alliance and its subsidiaries, Ault
Alliance recommends that stockholders, investors, and any other
interested parties read Ault Alliance’s public filings and press
releases available under the Investor Relations section at
www.Ault.com or at www.sec.gov.
About Ault Alliance, Inc.
Ault Alliance, 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, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and offers colocation and hosting services for the emerging
artificial intelligence ecosystems and other industries, and
provides mission-critical products that support a diverse range of
industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.Ault.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,” “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 other
than as required by applicable law. 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.Ault.com.
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Ault Alliance Investor Contact: IR@Ault.com or
1-888-753-2235
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