PALM BEACH, Fla., Nov. 24, 2014 /PRNewswire/ -- Global
Digital Solutions, Inc. (OTCQB: GDSI), a company that is
positioning itself as a leader in providing cyber arms
manufacturing and complementary security and technology solutions,
today announced that the Company has entered into a Term Sheet with
NEAH Global Energy Solutions ("GES") providing for GES to invest
$5 million in GDSI in exchange for
$1 Convertible Preferred Stock and
warrants. The agreement is subject to due diligence and
certain other conditions prior to closing.
The Preferred Stock, which will be issued at a valuation of
$1 per share, will carry a coupon of
8% payable annually in arrears, will have a maturity of five (5)
years and may, at the option of GES, be repaid in full in cash or
converted into 5% of the fully diluted shares of common stock of
GDSI then outstanding. In addition, GDSI shall issue a warrant to
GES at closing to purchase approximately 15% of the fully diluted
shares of common stock of GDSI outstanding at the closing at an
exercise price of $1.00 per share
exercisable for a period of five (5) years.
GDSI intends to apply to list its common stock on the NASDAQ
during the first quarter of 2015 in conjunction with expanded
acquisition activities which in conjunction with GES will establish
the combined companies as leading integrated providers of defense
technology-based solutions and systems to commercial customers, the
U.S. military and foreign allies, and U.S. government civil
agencies and friendly counterparts.
The proceeds will be used to finance work in progress, accounts
receivable, Capex for a new production facility for North American
Custom Specialty Vehicles, Inc. ("NACSV") and for future
acquisitions.
In addition, at the closing, GES'S Chairman, Karl W. Miller, a globally recognized and
experienced senior energy executive and institutional investor with
a balance of both financial and energy sector expertise, will be
named GDSI's Executive Vice Chairman and will be appointed to
GDSI's Board of Directors.
"We are extremely pleased to announce this proposed agreement,"
said Richard J. Sullivan, GDSI's
Chairman and CEO. "GES is a global leader in many high growth
market areas that GDSI has been targeting, including logistics,
security, training and advisory solutions. There is a strong
strategic synergy between our two companies. We look forward
to working out the details of this agreement and to coordinating
closely with Karl Miller and the GES
team to meet the evolving and challenging needs of our
customers."
About Karl W. Miller
Mr. Miller is a Senior Business Leader in the Capital Markets
and Energy Sector. Mr. Miller
Advises, Invests and holds Board positions with Energy and
Industrial companies
Mr. Miller is an energy and industrial
industry expert with focus on trading, risk management, asset
acquisition and overall management of energy companies in the oil,
natural gas and renewable sectors.
Mr. Miller has built,
restructured and managed energy businesses for major public energy
companies and utilities on several continents, including PG&E
Corporation, Electricite de France, El Paso Energy, Enron Corporation and
JPMorgan Chase.
Mr. Miller began his career on Wall Street during
the 1980s and has an extensive background in banking, commodities
trading, and asset risk management. Mr. Miller holds an MBA in
Finance from the Kenan-Flagler Business School at The University of North Carolina, Chapel Hill. Mr.
Miller also holds a B.A. in Accounting from Catholic University located in Washington, DC.
About NEAH GES
NEAH Global Energy Solutions (GES), a company providing
comprehensive logistic, protection, training and advisory solutions
for global energy and high value infrastructure assets through it
Power & Infrastructure, Aviation, Maritime, and Logistics
Operating Divisions. GES's expertise has been combined with a
seasoned operations team with energy, infrastructure, security,
logistics and training expertise in austere environments. GES has
extensive experience within the African and Middle Eastern regions
by effectively wrapping energy and infrastructure assets with
sophisticated physical and financial risk mitigation protocols
("GES WRAP"). GES is an authorized vendor for the U.S. Department
of State, United Nations, USAID, World Bank and other global
governmental agencies. GES expertise provides commercial and
governmental organizations comprehensive risk mitigation solutions
unparalleled in the global marketplace. When applied to the
high-risk regions, GES combined knowledge and experience provides
commercial and governmental organizations comprehensive risk
mitigation solution unparalleled in the global marketplace. For
more information about Mr. Miller and NEAH GES visit:
www.neahenergy.com, www.gesglobal.ae, and www.gesglobal.us.
About Global Digital Solutions, Inc.
Global Digital
Solutions is positioning itself as a leader in providing cyber arms
manufacturing and complementary security and technology
solutions. On June 16, 2014,
GDSI completed the acquisition of North American Custom Specialty
Vehicles (NACSV), a leading builder of mobile
command/communications and specialty vehicles for emergency
management, first responders, and national security and law
enforcement operations. For more information about NACSV's
suite of advanced vehicles, click here or visit
http://www.gdsi.co/nacs_vehicles.html. For more information
about GDSI, visit http://www.gdsi.co.
Contact:
Richard J. Sullivan
561-515-6163
info@gdsi.co
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SOURCE Global Digital Solutions, Inc.