Global Digital Solutions, Inc.
777 South Flagler Dr., Suite 800 West Tower
West Palm Beach, FL 33401
Global Digital Solutions, Inc. (GDSI) and NEAH Global Energy Solutions (GES) Sign Term Sheet Providing a $5 Million Strategic Investment in GDSI in Exchange for GDSI $1 Convertible Preferred Stock and Warrants, Subject to Due Diligence and Closing
Proceeds Will be Used to Finance Work in Progress, Accounts Receivable, Capex for a New Production Facility for North American Custom Specialty Vehicles, Inc. and for future Acquisitions
PALM BEACH, Fla., November 24, 2014 /PRNewswire/ -
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-
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-
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-
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.
Richard J. Sullivan