SOURCE: Union Equity, Inc.

Union Equity, Inc.

September 10, 2010 12:31 ET

Union Equity, Inc. Announces a Recapitalization Plan

ORLANDO, FL--(Marketwire - September 10, 2010) -  Union Equity Inc. (PINKSHEETS: UNQT) (the "Corporation") announced today that its Board of Directors, and stockholders holding a majority of the issued and outstanding capital stock of the Corporation, have consented in writing to approve and adopt a Recapitalization Plan (the "Plan").

"As an early stage company, the Corporation needs to find and attract new sources of financing, including equity capital. Through our discussions with various investors and advisors, we expect that modifying the Corporation's capital structure pursuant to the Plan will provide the Corporation greater access to capital sources to fund our growth prospects," stated Steven Woodell, President of the Corporation.

Pursuant to the Plan, the Corporation has submitted to FINRA for approval, and filed a Certificate of Amendment (the "Certificate Amendment") to its Certificate of Incorporation and a Certificate of Amendment (the "Designation Amendment") to its Amended and Restated Certificate of Designation of Series A Preferred Stock (the "Original Series A Designation"), with the Secretary of State of the State of Delaware. Each of the Certificate Amendment and the Designation Amendment are effective as of September 20, 2010 (the "Effective Date").

Currently, the Corporation's authorized capital stock is twenty billion two-hundred million (20,200,000,000) shares of stock, of which twenty billion (20,000,000,000) shares are designated as common stock and two-hundred million (200,000,000) are designated as preferred stock. Under the Certificate Amendment, on the Effective Date, the Corporation's authorized capital stock will be reduced to nine hundred and fifty million (950,000,000) shares of stock, of which nine hundred million (900,000,000) shares shall be designated as common stock and fifty million (50,000,000) shall be designated as preferred stock. In connection with the reduction of the Corporation's authorized capital stock, on the Effective Date and pursuant to the Certificate of Amendment, the Corporation will effect a 10,000-for-1 reverse stock split (the "Reverse Stock Split") of its presently issued and outstanding shares of its Common Stock.

Under the Original Series A Designation, each share of Series A Preferred Stock is convertible into 1,000 shares of common stock (the "Conversion Formula") and each share of Series A Preferred Stock is entitled to vote the shares of common stock that would be receivable upon the conversion of the Series A Preferred Stock. The Conversion Formula is to be adjusted such that each share of Series A Preferred Stock would thereafter be entitled to receive such shares of common stock that it would have received if it had been converted prior to any forward or reverse split of the Corporation's common stock ("Adjustment Provision"). The Adjustment Provision provides certain anti-dilution protections to the Corporation's common stockholders.

The Adjustment Provision, however, is currently not applicable with respect to forward or reverse stock splits, including the Reverse Stock Split, that occur before December 31, 2010 (the "Anti-Adjustment Provision"). On the Effective Date, pursuant to the Designation Amendment, the Anti-Adjustment Provision will be deleted from the Original Series A Designation. As a result, the Series A Preferred Stockholders will experience a proportional reduction in common stock that they are entitled to receive upon conversion of their Series A Preferred Stock as the common stockholders will experience as a result of the Reverse Stock Split.

On the other hand, the Designation Amendment added a new clause that provides that so long as at least 10% of the shares of Series A Preferred Stock initially issued are outstanding, the vote of the holders of a majority of the Series A Preferred shall constitute 51% of all votes of the shares of Common Stock entitled to vote thereon (the "Series A Control Clause").

"We believe that the Plan is advisable and in the best interests of the Corporation and its shareholders. Moreover, we expect that the Corporation will be viewed more attractively by the investment community," concluded Woodell.

About Union Equity, Inc.
Union Equity is a commercial truck leasing business engaged in leasing class 8 commercial trucks to owner operators located around the contiguous 48 states. Many owner operators drive on a for hire basis for Fortune 500 companies, while others have their own authority to haul freight throughout the United States. Union Equity's strategy has been to target both groups of owner operators through an aggressive marketing program and complete "one stop shop" solution for the owner operator. Through their unique business model, Union Equity is able to provide owner operators with a leased truck regardless of their credit history. Owner operators need only to have a valid commercial driver's license, acceptable insurance, proof of a shipper's intent to hire, and a willingness to work.

Safe Harbor Act: This release includes forward-looking statements including the Corporation's expectations regarding potential investors. These forward looking statements involve risks and uncertainties including, but not limited to, the impact of competitive products, the ability to meet customer demand, the ability to manage growth, acquisitions of technology, equipment, or human resources, the effect of economic business conditions, and the ability to attract and retain skilled personnel. The Corporation is not obligated to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

Contact Information

  • Investor Relations
    Union Equity, Inc.
    407-245-7790