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These excerpts taken from the RICK 8-K filed Sep 8, 2008. DI Food and
Beverage of Las Vegas, LLC, a Nevada limited liability company, whose
address is 3355 Procyon Street, Las Vegas, Nevada 89102, or the registered
assignee, upon presentation of this 8% Promissory Note (the DI Food & Beverage of Las Vegas,
LLC, shall have the right after seven months to have Rick’s
Cabaret purchase up to 6,250 shares per month at a price equal to $20
per share, until 150,000 of the shares have been purchased for
an aggregate of $3 million.
“The
final terms for the purchase of this club are more attractive to us than those
we negotiated earlier,” said Mr. Langan. He said the $3 million promissory note
does not include a convertible feature and any sale of shares by DI Food &
Beverage is strictly controlled through a lock-up and leak-out agreement that
limits sales to no more than 25,000 shares in any 30-day period.
Under
terms of the original agreement to purchase Scores-Las Vegas, Rick’s
Cabaret had agreed to pay $16 million in cash and sign a $5 million convertible
debenture bearing four percent interest. The original agreement was later
amended to reflect a cash payment of $12 million, a $5 million convertible
debenture bearing four percent interest, and a non-convertible promissory note
for $4 million at eight percent interest.
This excerpt taken from the RICK 8-K filed Jul 2, 2008. DI Food & Beverage of Las Vegas,
LLC, a $5 million convertible debenture bearing four percent interest and
a non-convertible promissory note for $4 million at eight percent interest. A
new closing date has been set for the later of July 25, 2008 or within five
business days of the date of issuance of final permits to operate the club and
the assignment of the existing lease.
“We are
very pleased with the new terms of the deal, which reduce the amount of cash
payable at closing and shifts a greater portion of the purchase price to
non-convertible debt,” said This excerpt taken from the RICK 8-K filed Jun 9, 2008. DI Food & Beverage of Las Vegas,
LLC for $16 million in cash and a $5 million convertible debenture
bearing 4 percent interest. As part of the acquisition Rick’s Cabaret
also acquires an option to buy the property on which the club is located, just
off the Las Vegas Strip.
Closing
on the transaction is subject to certain closing conditions, including but not
limited to Rick’s Cabaret obtaining adequate financing, approval by relevant
regulatory authorities of the transfer of ownership in the selling entity and
other conditions consistent with transactions of this type. As a
condition of closing the sellers have agreed to demonstrate gross revenues for
the preceding 12 months of at least $18.5 million and earnings before income
tax, depreciation and amortization of not less than $4 million. The company
believes this acquisition will add 29 cents per share to earnings on an annual
basis.
This excerpt taken from the RICK 8-K filed Apr 23, 2008. DI Food &
Beverage of Las Vegas, LLC for $16 million in cash and a $5 million
convertible debenture bearing 4 percent interest. As part of the
acquisition Rick’s Cabaret also acquires an option to buy the property on which
the club is located, just off the Las Vegas Strip.
“We
are delighted that we will own a premier club in one of the most important
entertainment and recreation centers in the world,” said | EXCERPTS ON THIS PAGE:
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