Ore Holdings, Inc. (OTC: ORXE.PK) today announced that its board of directors, following an evaluation of strategic alternatives, has approved an agreement under which the company will issue newly created convertible preferred shares to Steel Partners, Ltd., in exchange for the cancellation of a 12% secured promissory note, pursuant to an exchange proposal made by privately-held Steel Partners, Ltd.
Principal, plus accrued but unpaid interest, on the promissory note currently totals $6,031,371, but Ore Holdings confirmed that it would be unable to meet a minimum net worth covenant as of the end of the current fiscal year.
“Ore Holdings faced a default event at December 31, 2013, per terms of the promissory note,” said J. Stark Thompson, chairman of the special committee of independent Ore Holdings directors formed to evaluate the Steel Partners, Ltd. exchange proposal. “Following its review, which included a fairness opinion provided by independent valuation firm Cullum Advisors, the committee concluded that approving the transaction is the best course of action for Ore and its shareholders.
“Consummation of the exchange now, while the proposal is at hand, allows the company to preserve shareholder value, rather than face bankruptcy or liquidation, and provides shareholders with the opportunity to continue to participate in the company’s future investments,” Thompson said. “After exploring all of the alternatives, the independent committee concluded that a sale or refinancing were not viable options for shareholders at this time,” he added.
In connection with the agreement, the Ore Holdings board has authorized the company to exchange the promissory note and the accrued but unpaid interest for shares of newly created Series A Preferred Stock of the corporation at a price per share of $6.00 for an aggregate number of 1,005,228 shares.
The preferred shares are convertible into shares of Ore Holdings common stock at a forty-to-one ratio and will participate on equal footing with the common shares in any dividends, or upon a liquidation of the company. The number of shares to be issued in the exchange was based on a $0.15 average trading price over a 30-day period, divided into the total amount outstanding under the note. The preferred shares were created since the number of authorized common shares of Ore Holdings was not sufficient to meet the exchange ratio on that basis.