Nextera Enterprises, Inc. Announces Signing of a Non-Binding Letter of Intent to Sell its Woodridge Labs Business to its Secured
April 18 2008 - 6:21PM
Business Wire
Nextera Enterprises, Inc. (OTCBB: NXRA) today announced the signing
of a non-binding Letter of Intent (�LOI�) to sell substantially all
of the assets of its sole operating subsidiary, Woodridge Labs,
Inc., to a company (the �Buyer�) owned by the secured lenders under
Woodridge Labs� senior secured credit agreement. NewStar Financial,
Inc., the administrative agent under the senior secured credit
agreement, and its affiliates would control the Buyer post-closing.
All proceeds from the proposed sale of these assets will be applied
at closing towards repayment of Woodridge Labs� bridge loans, term
loan and revolving credit facility under its senior secured credit
agreement. NewStar is currently owed $13.25 million under all
facilities of the agreement. Mounte LLC and Jocott Enterprises,
Inc. are bridge lenders under the agreement, with $1.0 million and
$0.4 million currently outstanding, respectively. Mounte and Jocott
are both shareholders of Nextera, and Joe Millin, the President of
Nextera, is the President and Chief Executive Officer of Jocott.
Nextera had previously announced that Woodridge Labs was in
violation of a financial covenant related to its senior secured
credit agreement, as amended in November 2007. In addition,
Woodridge Labs is also in violation of its obligation to pay an
installment of principal of its term loan in an aggregate amount
equal to $250,000 on March 31, 2008. The proposed transaction would
provide that the Buyer would acquire substantially all of the
assets of Woodridge Labs and assume its operational liabilities in
satisfaction of the obligations of Woodridge Labs and Nextera under
the senior secured credit agreement. The LOI requires that, at the
closing, all equity interests in Nextera owned by Jocott and its
affiliates will be surrendered to Nextera for cancellation. The
transaction is subject to various conditions, including the signing
of mutually satisfactory definitive agreements, the approval of
Nextera�s Board of Directors, including a recommendation by the
independent members of the Board, and the approval of Nextera�s
shareholders. Should the sale be consummated, Nextera would be left
with no operating assets to generate cash-flows. �This transaction
represents the best result for our customers, employees and
stakeholders,� said Joe Millin, President and Chief Executive
Officer of Woodridge Labs. �Our goal is to preserve as many jobs as
possible and maximize the value of our assets for our creditors. In
reaching this agreement with our lenders, we are able to avoid the
exercise of the lenders� rights to the assets under the credit
agreement and the accompanying adverse effect on the Woodridge Labs
business, while preserving our relationships with our customers.�
About Nextera Enterprises, Inc. Nextera Enterprises Inc. currently
operates through its wholly-owned subsidiary, Woodridge Labs, Inc.
Woodridge Labs is an independent developer and marketer of branded
consumer products that offer simple, effective solutions to niche
personal care needs. More information can be found at
www.nextera.com and www.woodridgelab.com. Forward-Looking
Statements This release contains forward-looking statements that
involve risks and uncertainties. Important factors that could
affect these forward-looking statements are detailed under �Item
1A. Risk Factors� and elsewhere in filings with the Securities and
Exchange Commission made from time to time by Nextera, including,
but not limited to: its Annual Report on Form 10-K for the year
ended December 31, 2006 filed with the Securities and Exchange
Commission on April 17, 2007; recent quarterly reports on Form
10-Q; and other current reports on Form 8-K, and include the risk
that the Company may not consummate the transactions contemplated
by the LOI as contemplated thereby or at all. All forward-looking
statements included in this news release should be considered in
the context of these risk factors. Nextera undertakes no obligation
to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. Investors and
prospective investors are cautioned not to place undue reliance on
such forward-looking statements.
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