A very good post: Here are the terms.
Are you associated with Allan?
You have mentioned the audit, who's doing the audit? I know who was in the press release as doing the audit, is not. I know the cpa who did the recent financials is not.
Below are the terms offered to a group of note holders, but not all note holders. What about the Palm Beach note holder and the lien holder(s) of BESADO.
Here's the offer..
PRIVATE PLACEMENT AUGUST 10, 2015 CONFIDENTIAL
EXCHANGE PROPOSAL
SERIES A CONVERTIBLE PREFERRED STOCK
Liquidation Preference $.20 per share
Exchangeable for
PROMISSORY NOTES — PRINCIPAL AMOUNT $347,500
This term sheet is confidential, and none of its provisions, or terms shall be disclosed to anyone other than a holder of promissory notes or their respective agents, advisers or legal counsel, unless required by law without the prior written consent of International Spirit and Beverage Group, Inc. Except for the confidentiality provision, this letter is non-binding and subject to the parties entering into formal agreements setting forth their respective rights and obligations. Such agreements will contain customary representations, warranties and indemnifications. The material terms of the proposal are set forth below.
HIGHLIGHTS
Proposal to:
The holders of promissory notes of varying dates executed by Top Shelf Brands Holdings Corp. in the total original principal amount of $347,500.
Proposal by:
International Spirit and Beverage Group, Inc. (OTC Markets Pink: ISBG) an authorized federal importer, licensor and marketer of alcoholic beverages. ISBG is growing its holdings and brands through events, concerts, celebrity driven venues and sport team sponsorships to globally advance growth.
Proposal:
Exchange 1,700,000 units ratably for promissory notes of varying dates executed by Top Shelf Brands Holdings Corp. in the total original principal amount of $347,500.
Each unit consisting of:
• one restricted share of Series B Convertible Preferred stock; and
• one restricted warrant to purchase common stock.
Use of Funds:
International Spirit and Beverage Group, Inc. will not receive any proceeds from the exchange.
Management:
Alonzo V. Pierce is President, CEO, Secretary & Director at Top Shelf Brands Holdings Corp. and President, Chief Executive Officer & Director at Emperial Americas, Inc. He is a member of the Board of Directors at Top Shelf Brands Holdings Corp. and Emperial Americas, Inc. Mr. Pierce was previously employed as President, Chief Executive Officer & Director of AAA Public Adjusting Group, Inc. He received his undergraduate degree from Baylor University.
International Spirit and Beverage Group, Inc., Bank of America Center, 700 Louisiana, Suite 3950, Houston, Texas
77002, Tel. (832) 390-2677, Fax. (832) 390-2750
Terry Williams, Chief Executive Officer and Director of ISBG, passed the Uniform CPA exam in 1987 and gained his corporate experience at United Parcel Service where he served many roles finishing his career as the corporation's Controller. Currently, he is President of Airware Transportation and Logistics, which employs 40 people. He has worked in over 37 airports, domestically and internationally, and has offices throughout the United States. His area of expertise resides in the areas of accounting and information systems. The Company believes Mr. Williams' extensive business and financial expertise make him an ideal candidate to serve in these capacities.
Jeffrey Freiberge, Is a seasoned entrepreneur having held positions in multiple industries primarily in the area of management, marketing, and sales. In 2007, with three co-founders, he launched RJS, LLC, a distilled spirits supplier, and took on the role of chief executive in 2009. He was the CEO, President, and Treasurer of BLTF from June 2013 to November 2013. In 2013, as co-founder and director of operations for Big Tent Group, Jeff focused his resources to bring operational and marketing expertise to beverage brands across the globe. The Company believed Mr. Freiberger’s entertainment and spirits industry expertise make him an ideal candidate to serve in this capacity.
Joel Adams, After leaving his role as CEO of RJS Spirits in 2009, Joel founded Solution Streak, a media and management consulting firm. While managing contracts for Solution Streak, Joel also served as Staff and Political Director to a US Congressional campaign in 2010. From 2011-12 he served as KY state director for the National Association of Public Charter Schools, and in 2012 he expanded Solution Streak to include advocacy and candidate campaign media, working with four campaigns to create digital, direct mail, radio and television media content. In 2014, Joel partnered with Jeff Freiberger to form Big Tent Group, a beverage consultancy, and he was again tapped to serve as political director for a US Congressional campaign. In late 2014, his efforts turned decidedly toward Big Tent Group and the migration to ISBG, and he worked in sales with Time Warner during the transition, from mid-December 2014 until May 2015.
SUMMARY OF TERMS
Preferred Stock:
Conversion: The preferred stock, at the option of the holder, will convert into shares of International Spirit’s common stock, at the ratio of 10 shares of common stock for each share of Series B Convertible stock. The number of Series B Preferred shares eligible for conversion during each 90 day period is 10% of the original number of shares of Series B Preferred stock issued to each original holder.
Dividends: If any dividend or other distribution is declared on the common stock, each holder of shares of Series B Preferred stock shall receive the same cash, securities or other property which such holder would have received if the shares of Series B Preferred Stock are converted into common stock.
Voting: Each share of outstanding Series B Preferred stock shall entitle the holder thereof to have the number of votes equal to the number of shares of common stock into which such share of Series B Preferred stock is then convertible.
Mandatory Redemption: The holders of preferred stock do not have the right to demand redemption.
Optional Redemption: The preferred stock may be redeemed in whole or in part at any time for cash at $.20 per share with no redemption premium. However, the holders of preferred stock called for redemption will have the option to exercise the right of conversion at any time up to the date fixed for redemption.
International Spirit and Beverage Group, Inc., Bank of America Center, 700 Louisiana, Suite 3950, Houston, Texas
77002, Tel. (832) 390-2677, Fax. (832) 390-2750
Ranking: The preferred stock will rank pari passu with any class of International Spirit’s common stock now or hereafter outstanding in the event of any liquidation, dissolution or winding up of the corporation.
Covenants of International Spirit: The preferred stock will contain affirmative covering reporting requirements, compliance with law preservation of corporate existence, consolidation or mergers, transactions with affiliates and change of control.
Warrants:
Securities Issuable: Each warrant is exercisable at any time, in whole or in part, for one share of common stock.
Exercise Price: $.10 per common share
Term: The warrants expire five years after issuance.
Redemption: The outstanding warrants are redeemable:
• in whole and not in part;
• at a price of $.01 per warrant at any time after the warrants become exercisable;
• upon a minimum of 30 days’ prior written notice of redemption; and
• if, and only if, the last sales price of our common stock equals or exceeds $.20 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.
Anti-Dilution Protection:
The exercise price of the warrants and conversion ratio of the preferred stock shall be adjusted from time to time:
• If there is an increase in the number of outstanding shares of common stock by subdivision (known as a “forward split”), the number of common shares issuable on conversion will be increased in the same ratio; or
• If there is an decrease in the number of outstanding shares of common stock by consolidation (known as a “reverse split”), the number of common shares issuable on conversion will be decreased in the same ratio
Protective provisions:
International Spirit will at all times in good faith take all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Preferred stock against impairment.
Target Closing Date:
The target date for execution of the exchange agreement and related documents is September 30, 2015
Mechanics of Exchange
A holder of one or more promissory notes should complete the attached non binding Expression of Interest and return to International Spirit. Upon receipt, the holder will be sent the definitive exchange agreement along with the form of designation of the Series B Convertible Preferred stock and form of warrant with a letter of transmittal addressed to the exchange agent who will exchange the promissory note for preferred stock certificates and warrants. The holder will have the option to accept or reject the exchange agreement.
