BayHill Capital Corporation announced yesterday that effective August 31, 2010, BayHill sold their entire interest in Commission River Corporation. The transaction included redemption, by Commission River, of 800 of their common shares held by BayHill for a secured negotiable promissory note. The transaction also included sale of the remaining 200 shares to buyers who are the current management team of Commission River, Adam Edwards and Patrick Oborn (Buyers).
BayHill expects that the transaction will be treated as an installment sale. The purchase price for sale of Commission River and the redemption of shares of their stock included a cash payment of $15,000, and a secured promissory note for $490,000, with scheduled monthly payments of $10,000. It also included the cancelation of an intercompany payable owed by BayHill to Commission River for $274,396, and the surrender by the buyers of 489,984 shares of BayHill common stock. These shares will be cancelled, which will reduce BayHill’s outstanding common shares from 3,744,824 to 3,254,840.
Bob Bench, Chief Executive Officer of BayHill, said, “The sale of Commission River to its management team concludes BayHill’s activity in the telecommunications and affiliate marketing fields. The transaction places BayHill in a new strategic position since its operating activities substantially cease with closing of the transaction. BayHill will now focus exclusively on finding a merger partner that is poised to benefit from merger with a company like BayHill.”
In addition, August 31, 2010, marked the end of the exclusivity period set forth in the previously announced Letter of Intent with American Senior Benefits Company. Both parties will continue to work toward a merger. However, BayHill will now begin actively looking for alternative acquisitions and merger candidates.
James U. Jensen, Chairman of the Board of BayHill, said: “Of course we are disappointed that the American Senior Benefits Company proposal has not yet matured. However, we will continue to work with them in an effort to raise the needed capital to complete the transaction. The sale of Commission River will reduce intercompany debts and will put BayHill in a stronger balance sheet position as it looks for additional acquisition and merger opportunities. Over a transition period, BayHill will begin operating more like a virtual company whose sole activity will be the search for a merger partner.”
BayHill Capital Corporation is now a non-operating public company. Previously, the Company owned brands and operated companies related to Internet marketing and product distribution.