BitNile Holdings Contemplates Exchange Offer to Acquire Shares of Its Common Stock
November 28 2022 - 6:30AM
Business Wire
BitNile Holdings, Inc. (NYSE American: NILE), a diversified
holding company (“BitNile” or the “Company”), today
announced that the Company is considering undertaking an exchange
offer (the “Offer”) whereby it would offer debt in the form
of notes in exchange for between $50 and $75 million of common
stock. If the Company proceeds with the Offer, the Company
presently intends to commence the Offer in early 2023 and its terms
will be contained in an Offer to Exchange. If the Offer proceeds,
the Company intends to apply to list the notes on the NYSE American
Exchange. Until such time as the notes are listed on the NYSE
American, trading in the notes will occur on the OTC.
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
notes received in exchange therefor will be freely tradeable. If
the Common Stock is restricted, the notes will be restricted to the
same degree.
The complete terms and conditions of the Offer will be set forth
in the Offer to Exchange and related letter of transmittal that
will be furnished to holders of Common Stock upon the commencement
of the Offer and also filed with the Securities and Exchange
Commission on Schedule TO. Prior to making any decision to exchange
their shares of Common Stock, stockholders of the Company are
strongly encouraged to read the Schedule TO and related exhibits
because they will contain important information about the Offer.
The Schedule TO and related exhibits 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.
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 acquire the Common Stock or any other securities.
Commencement of the proposed Offer is subject to, among other
things, completion of all regulatory filings and certain regulatory
approvals. Any solicitation of offers to exchange Common Stock for
the notes 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 exchange offer.
For more information on BitNile and its subsidiaries, BitNile
recommends that stockholders, investors, and any other interested
parties read BitNile’s public filings and press releases available
under the Investor Relations section at www.BitNile.com or
available at www.sec.gov.
About BitNile Holdings, Inc.
BitNile Holdings, 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, BitNile owns
and operates a data center at which it mines Bitcoin and provides
mission-critical products that support a diverse range of
industries, including oil exploration, defense/aerospace,
industrial, automotive, medical/biopharma, consumer electronics,
hotel operations and textiles. In addition, BitNile extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary. BitNile’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.BitNile.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. 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.BitNile.com.
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BitNile Holdings Investor Contact: IR@BitNile.com or
1-888-753-2235
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