PNG Ventures, Inc. and Subsidiaries Emerge from Chapter 11 Reorganization
March 24 2010 - 6:51PM
Business Wire
PNG Ventures, Inc. (OTCBB:PNGXQ) today announced it and its
wholly owned subsidiaries, New Earth LNG, LLC, Arizona LNG, LLC,
Applied LNG Technologies USA, LLC, Fleet Star, Inc., and Earth
Leasing, Inc. (collectively, the “Company”), have successfully
emerged from the voluntary reorganization filed on September 9,
2009 under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware. The
Plan of Reorganization, confirmed on March 12, 2010 resulted in
conversion of a majority of the Company’s outstanding debt to new
common equity, and eliminated or mitigated the impact of certain
onerous contracts inherited as part of the Company’s June 30, 2008
Share Exchange Transaction with Earth Biofuels, Inc.
Throughout the reorganization process, the Company operated its
business in the ordinary course. The Company’s day-to-day
operations and delivery of products or services to its customers
were not adversely affected by the Chapter 11 filing.
Cem Hacioglu, President & CEO of PNG Ventures, said, “We are
very happy to have successfully completed this critical process
within a short period and are excited about the prospects of our
new company going forward. Having recapitalized our balance sheet
and eliminated a number of debilitating operational and financial
impediments, we are now superbly positioned to take advantage of
the tremendous growth opportunities in the alternative fuels market
and become the preeminent provider of cleaner burning fuels for the
domestic and international markets.”
Mr. Hacioglu continued, “On behalf of our Board of Directors and
management team, we would like to thank our employees and
professional team for their hard work, perseverance and dedication.
We would also like to thank our Plan sponsors, Medley Capital and
Sandell Asset Management for their faith in us and our long-term
prospects. Most especially, however, we would like to thank our
customers, suppliers and other business partners for their patience
throughout this arduous process. We will continue to work very hard
to be deserving of the trust and confidence they have placed in us
and our Company.”
As part of the Plan of Reorganization, the majority of the
Company’s senior credit facility was converted into approximately
66% of the common stock of the newly organized Company with the
balance settled for a combination of cash and a $9.8 million
four-year term loan. In addition, the Company’s trade and unsecured
debts were exchanged for a creditor trust of approximately $1.2
million and 7.5% of the common stock of the newly reorganized
Company. The Plan was funded by approximately $8.3 mm in return for
a combination of approximately 26.5% of the common stock of the
newly reorganized Company, a new $5.5 million four-year term loan
and $250,000 short-term loan. Previously outstanding equity,
including all options, warrants and other derivative instruments
linked to that equity, was eliminated as part of the Plan. The
Company remains a public entity and, upon completion of the
customary regulatory review and distribution of the creditor
shares, should resume trading under a new symbol based on the name
Applied Natural Gas Fuels, Inc.
The foregoing is intended as a summary of the terms of the final
Plan of Reorganization and confirmation process. A more detailed
description can be found within the Company’s Current Report on
Form 8-K which will be filed with the Securities and Exchange
Commission. A copy of the Plan and Disclosure Statement are
available at www.altlng.com.
About Applied Natural Gas Fuels, Inc. (formerly known as “PNG
Ventures, Inc.”)
Through its Applied LNG Technologies and other subsidiaries, the
Company engages in the production, distribution, and sale of
liquefied natural gas (“LNG”) to customers consisting of public
utilities, industrial end-users and other fleet customers within
the transportation, manufacturing, distribution, and municipal
markets, primarily in California, Arizona, and Nevada. The Company
also offers turnkey fuel solutions, including delivery, equipment
storage, fuel dispensing equipment, and fuel loading
facilities.
Forward-Looking Statements Disclosure
This press release may contain “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. In this context, forward-looking statements may address
the Company’s expected future business and financial performance,
and often contain words such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “seeks,” “will,” and
other terms with similar meaning. These forward-looking statements
are subject to risks and uncertainties that could cause actual
results to differ materially from results proposed in such
statements. Although the Company believes that the assumptions upon
which its forward-looking statements are based are reasonable, it
can provide no assurances that these assumptions will prove to be
correct. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are
not limited to, the following: the ability of the Company to
successfully implement its Plan of Reorganization as confirmed; the
Company’s ability to implement its business model as it has now
emerged from bankruptcy protection; the Company’s ability to
maintain its operations as a going concern and to service the newly
restructured indebtedness it has incurred under its Plan of
Reorganization; the Company’s ability to obtain and maintain normal
terms with vendors, service providers, and leaseholders now that it
has emerged from bankruptcy proceedings; the ability of the Company
to fund and execute its business plan; the ability of the Company
to attract, motivate and/or retain key executives and associates;
the ability of the Company to attract and retain customers; and
statements or assumption underlying the Company’s Plan of
Reorganization and any of the foregoing, as well as other factors
set forth under the caption “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the
Securities and Exchange Commission and other filings with the SEC.
Similarly, these and other factors, including the terms and impact
of the Plan of Reorganization, as confirmed, can affect the value
of the Company’s equity securities. No assurances can be provided
as to when, if at all, the Company’s new securities may be listed
on a national securities exchange or on the over-the-counter
market, or as to when, if at all, a trading market may be developed
in the Company’s securities. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only
as of the date of this press release. All written and oral
forward-looking statements attributable to us, or persons acting on
our behalf, are expressly qualified in their entirety by the
foregoing. We assume no duty to update or revise our
forward-looking statements based on changes in internal estimates,
expectations, or otherwise or to reflect events or circumstances
after the date hereof.