Infinity Resources Plans to Buy Remaining 50% of Quest
January 22 2013 - 4:00PM
Marketwired
Infinity Resources Holdings Corp. (OTCQB: IRHC) ("Infinity") today
announced that its wholly owned subsidiary, Earth911, Inc.
("Earth911"), entered into an Option Agreement with Quest Resources
Group, LLC ("QRG"), to acquire from QRG the remaining 50 percent
issued and outstanding membership interests of Quest Resource
Management Group, LLC ("Quest") not already held by Earth911. Upon
Earth911's exercise of the option, Quest will become a wholly owned
subsidiary of Earth911 and join the Infinity portfolio of
companies. Earth911's exercise of the option is targeted to occur
on or before April 30, 2013.
Quest, a full service resource management consulting group,
provides its customers with comprehensive sustainability programs,
innovative recycling solutions and environmental protection
strategies. The company currently manages waste streams at over
12,500 locations throughout the United States. Quest's customers
range from mid-size to Fortune 100 corporations within a broad
range of industries including automotive, retail, transportation,
education, municipal, food service, hospitality, healthcare,
architecture and corporate/multi-family real estate industries.
Quest was named one of Inc. Magazine's fastest growing private
companies of 2011 and ranked 8th in the top 100 environmental
services companies.
Quest: Sector Leader, 65% 3-Year Compound
Annual Growth Rate for YE 2011 Since its inception in 2007,
Quest has posted year over year revenue growth. For 2011, Quest
generated $122 million in annual revenue and a three-year revenue
compound annual growth rate of 65 percent. Quest's outlook over the
upcoming years will be driven by positive industry factors that
should help to enhance its industry leading position and foster its
growth and cash flow.
Terms of the Transaction The exercise
price to be paid to QRG in connection with Earth911's exercise of
the option will be equal to a total of $25 million in cash plus $5
million in Infinity common stock. QRG will also be entitled to
receive earn-out payments if Quest meets or exceeds certain defined
targets in 2013 through 2017.
In connection with Earth911's exercise of the Option Agreement,
Quest Chief Executive Officer, Brian Dick, will enter into a
five-year employment agreement as CEO and will also serve on the
Quest Board of Directors. Jeff Forte, Quest President, will enter
into a five-year consulting agreement with Quest. Both will enter
into six-year non-competition agreements. Further details of the
transaction are contained in a report filed on Form 8-K with the
Securities and Exchange Commission.
Commenting on the planned transaction, Quest CEO Brian Dick
said, "Earth911 has been a terrific partner for Quest from the
beginning. With Infinity's increased visibility and access to the
public capital markets, we will be well positioned to accelerate
our expansion plan."
"This is a total win-win," said Corey Lambrecht, Earth911
President. "It reflects our long-term vision for building the
strong recycling and sustainability firm that we have envisioned
since our initial investment in Quest as a startup venture back in
2008."
Barry Monheit, President and Chief Executive Officer of
Infinity, said, "Brian is a talented entrepreneur and pioneer of
the corporate recycling industry. The opportunity to work closely
with Brian for years to come is exciting, as we collaborate to
continue to enhance Quest's position as an industry leader. Adding
the remaining 50 percent of Quest will be the lynch pin and
cornerstone of our long-term growth plan."
About Infinity Resources Holdings Company
Infinity Resources Holdings Corp. is the parent company of Earth911
and Youchange. Earth911 currently owns a 50 percent ownership
interest in Quest Resource Management Group. Collectively,
Infinity's synergistic portfolio of sustainability companies covers
the full spectrum of the recycling life cycle, providing innovative
waste reduction and landfill diversion solutions for recycling and
proper disposal of commercial and consumer waste streams
(http://www.infinityresourcesholdingscorp.com).
Since 1991, Earth911 is a leading source for a growing,
enthusiastic audience across the United States who seeks recycling
and green living information daily. Earth911 gathers, distributes,
and analyzes localized recycling information to assist
manufacturers, organizations, and consumers with product
end-of-life solutions (http://business.earth911.com). Youchange is
a leader in electronics collection, e-waste tracking and
re-commerce that allows consumers to donate used products and make
a contribution to their favorite school or charity
(www.youchange.com).
Quest Resource Management Group provides complete commercial
waste stream management for large and mid-sized corporations in a
variety of industries. Headquartered in Frisco, Texas, Quest
manages the recycling effort of over 12,500 customer locations
throughout the United States and Canada. Quest was named one of
Inc. Magazine's fastest growing private companies, ranking No. 928
on the sixth annual Inc. 5000 list with 2011 revenue of $121.9
million (http://www.questrmg.com).
Forward-Looking Statements This release
contains forward-looking statements that relate to future events or
performance, including, but not limited to, statements regarding
long-term growth and management structure. These statements include
the outlook for Quest over the upcoming years, its position to
accelerate its business plan, the vision to build a strong
recycling and sustainability firm, and its long-term business plan.
These statements reflect Infinity's, Earth911's, and Quest's
current expectations, and neither Infinity, Earth911, nor Quest
undertakes to update or revise these forward-looking statements,
even if experience or future changes make it clear that any
projected results expressed or implied in this or other statements
will not be realized. Furthermore, readers are cautioned that these
statements involve risks and uncertainties, many of which are
beyond Infinity's, Earth911's, and Quest's control, which could
cause actual results to differ materially from the forward-looking
statements. These risks and uncertainties include, but are not
limited to, risks related to consummation of the transactions
contemplated by the Option Agreement, the integration of Quest into
Earth911, competition in the recycling services industry, and the
impact of the current economic environment.
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MEDIA CONTACT Susan Larsen Business Communications
Manager Earth911, Inc. 480.889.2650 INVESTOR RELATIONS Jeff
Rassas 480.463.4246
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