VCG Holding Corp. Announces Purchase of Penthouse Club St. Louis.DENVER -- VCG VCG vectorcardiogram. VCG vectorcardiogram. Holding Corp. (VCG) (AMEX AMEX See: American Stock Exchange : PTT (1) (Postal, Telegraph & Telephone) The governmental agency responsible for combined postal, telegraph and telephone services in many European countries. (2) See push-to-talk. PTT - Post, Telephone and Telegraph administration ), a nationwide owner/operator of adult nightclubs, announced today that it signed an agreement to acquire ownership interest of The Penthouse Club in St. Louis. VCG Holding Corp. (VCG) announced today that it entered into an agreement to purchase the general partnership interest and a majority of the limited partnership interest in Illinois Restaurant Concepts, LP, dba "The Penthouse Club St. Louis," located in East St. Louis, Illinois East St. Louis is a city located in St. Clair County, Illinois, USA, directly across the Mississippi River from St. Louis, Missouri. As of the 2000 census, the city had a total population of 31,542. . VCG will purchase the general partnership interest (1%) from Illinois Acquisitions, Inc. (IAI IAI Infection And Immunity (journal) IAI International Alliance for Interoperability IAI Institut für Angewandte Informatik IAI Inter-American Institute for Global Change Research IAI International Association for Identification ) for 50,000 shares of restricted common stock. IAI is wholly owned by VCG's CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. and Chairman Troy H. Lowrie. The purchase of a 87.0% limited partnership interest is for a $4,200,000 promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. at 8.5% payable to Lowrie Management LLLP LLLP Limited Liability Limited Partnership (controlled by Mr. Lowrie). The agreement contains other terms and provisions which are customary for the purchase agreement of a partnership interest from related parties and the final price and terms are subject to the completion of independent appraisal of value, fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. , the board of director review of final documents, and the transfer of the liquor license Noun 1. liquor license - a license authorizing the holder to sell alcoholic beverages liquor licence license, permit, licence - a legal document giving official permission to do something being completed. It is anticipated the transaction will be completed and effective by March 31, 2007. "This purchase adds another club in the St. Louis area, as we already own one club and have two under contract. We now have all but one of the clubs owned and controlled by our CEO and Chairman Troy H. Lowrie under contract and expect to finalize the agreement on Mr. Lowrie's last club in St. Louis before February 15, 2007," stated Mr. Donald W. Prosser, Chief Financial Officer of VCG. The effect of this acquisition and its future financial results were included in the Earnings Guidance for 2007, 2008, and 2009 press release January 10, 2007. About VCG Holding Corp. VCG Holding Corp. is an owner, operator and consolidator of adult nightclubs throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The Company currently owns seven adult nightclubs, one upscale dance lounge and operates five other adult nightclubs under management agreements. The owned and managed clubs are located in Indianapolis, St. Louis, Denver, Colorado Springs, and Louisville. Forward-Looking Statements Statements contained in this press release concerning future results, performance or expectations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as assumptions on which such statements are based. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release. Forward-looking statements involve a number of risks and uncertainties, and other factors, that could cause actual results, performance or developments to differ materially from those expressed or implied by those forward-looking statements including the following: failure of facts to conform to necessary management estimates and assumptions; the Company's ability to identify and secure suitable locations for new nightclubs on acceptable terms, open the anticipated number of new nightclubs on time and within budget, achieve anticipated rates of same-store sales, hire and train additional nightclub personnel and integrate new nightclubs into its operations; the continued implementation of the Company's business discipline over a large nightclub base; unexpected increases in cost of sales or employee, pre-opening or other expenses; the economic conditions in the new markets into which the Company expands and possible uncertainties in the customer base in these areas; fluctuations in quarterly operating results; seasonality; changes in customer spending patterns; the impact of any negative publicity or public attitudes; competitive pressures from other national and regional nightclub chains; business conditions, such as inflation or a recession, or other negative effect on nightclub patterns, or some other negative effect on the economy, in general, including (without limitation) growth in the nightclub industry and the general economy; changes in monetary and fiscal policies, laws and regulations; war, insurrection and/or terrorist attacks on United States soil; and other risks identified from time to time in the Company's SEC reports, including the Annual Report on Form 10-KSB for 2005, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , registration statements, press releases and other communications. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. |
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