BKSD BluePrint Technologies Inc (CE)

Brookside Technology Holdings Corp. (OTCBB: BKSD) (๏ฟฝBrookside๏ฟฝ), through its subsidiary companies, is a provider of converged VoIP, data, video and wireless business communications systems, today announced that it has completed the acquisition of Standard Tel Networks, LLC ("STN"). Headquartered in Huntington Beach, California, with offices in San Diego, Sacramento and the San Francisco Bay Area, STN, a MITEL Platinum Service Provider, is one of the largest independent business communications providers in the United States. Since its founding in 1979, STN has grown from a traditional voice and data communications integrations company to a premier provider of IP telephony solutions. STN provides ๏ฟฝbest-in-class๏ฟฝ network solutions and is a single source for the most advanced voice, data and video convergence solutions. In connection with the STN acquisition, Brookside issued 40.8 million shares of common stock and paid $3.2 million in cash. Under the agreement, one-half of the issued shares and $500,000 of the cash payment have been held in escrow subject to certain post-closing purchase price adjustments and indemnification obligations. Michael Nole, Chairman and CEO of Brookside, commented, "We are excited to have completed the acquisition of STN, which further advances our strategy of becoming a leading national provider of turnkey converged voice and data services. STN brings a very talented group of industry sales veterans, and greatly expands our geographic penetration. As one of the largest MITEL distributors, with high recurring revenue and strong cash flow, this acquisition significantly enhances our capabilities and should be immediately accretive to earnings.๏ฟฝ Mr. Nole added, ๏ฟฝEven despite the current market conditions, this transaction further illustrates our ability to identify complementary businesses at attractive valuations and successfully integrate them into our company, allowing us to fully leverage our infrastructure and capabilities.๏ฟฝ Michael Promotico, CEO of STN, stated, ๏ฟฝWe are extremely excited to join the Brookside family and feel this acquisition will enable us to offer a more comprehensive one-stop-solution for integrated voice and data services. This acquisition also provides us greater resources and a national platform to rapidly expand into new markets. I look forward to becoming a part of Brookside๏ฟฝs senior management team and making a meaningful contribution to the company๏ฟฝs growth.๏ฟฝ Concurrent with the closing of the STN Acquisition, the Company and its five subsidiaries, U.S. Voice and Data, LLC, Brookside Technology Partners, Inc., Standard Tel Acquisitions LLC.,, Trans-West Network Solutions, Inc. and STN entered into a Credit Agreement with Chatham Investment Fund III, LLC, Chatham Investment Fund III QP, LLC and Chatham Credit Management III, LLC (๏ฟฝChatham๏ฟฝ), pursuant to which Chatham agreed to provide a $7,000,000 term loan and a $2,000,000 revolving line of credit. Additionally, in connection with the closing of the STN Acquisition and the Chatham Financing, Vicis Capital Master Fund, the Company๏ฟฝs largest preferred stockholder (๏ฟฝVicis๏ฟฝ), and the Company entered into, and closed upon, a Securities Purchase and Loan Conversion Agreement, dated September 23, 2008 pursuant to which the Company, in full satisfaction of all debt owed to Vicis, originally purchased and assumed from Hilco Financial, LLC and Dynamic Decisions Growth Premium Fund, (i) paid $2,250,000 in cash to Vicis; (ii) delivered to Vicis a subordinated note in the principal amount of $1,500,000, bearing interest at 10% and maturing on April 15, 2010 and (iii) converted the balance of the Vicis debt, including all accrued interest in the combined aggregate amount of $5,026,384, into 5,026,384 shares of the Company๏ฟฝs Series A Convertible Preferred Stock. Vicis entered into a subordination agreement with Chatham, wherein Vicis agreed to subordinate the Vicis note to Chatham. About Standard Tel Networks, LLC Standard Tel Networks, LLC is in the business of selling, designing, analyzing and implementing converged Voice over IP (VoIP), data and wireless business communications systems and solutions for commercial organizations of all types and sizes in the United States. Through a broad portfolio of solutions STN provides advanced voice, data and video communications platforms, desktop phones and Internet appliances, intuitive applications for customer relationship management and mobility, messaging and multimedia collaboration. Additional information on the company can be found at www.standardtelnetworks.com. About Brookside Technology Holdings Corp Brookside Technology Holdings Corp., through its subsidiary companies, is a leading provider and global managed services company specializing in analyzing, designing, selling, and implementing converged Voice over IP (VoIP), data, video, and wireless (Wi-Fi) business communications systems. Brookside offers a unique portfolio of products and services that solve today๏ฟฝs telecommunications challenges by combining technology, business, and financial solutions. Brookside's customers include both commercial and state/government organizations of all types and sizes throughout the United States. The Company seeks to grow organically and through the acquisition of complementary businesses looking to capitalize on the highly specialized growth market of providing turnkey converged voice and data solutions. With a proven track record of acquiring profitable businesses at attractive valuations, Brookside plans to leverage its expanding capabilities and combined customer bases of its portfolio companies. Additional information on the company can be found at www.brooksideus.com. About Chatham Capital Chatham Capital, based in Atlanta, Georgia, provides growth and acquisition capital to companies with annual revenues of at least $10 million with sustainable cash flow from operations. Chatham primarily invests in health care, manufacturing, and business service companies located throughout the Southeast, Midwest and Mid-Atlantic. About Vicis Capital Master Fund Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust (๏ฟฝVicis๏ฟฝ), is a multi-strategy hedge fund focusing on equity volatility arbitrage and convertible arbitrage, with expertise in quantitative, fundamental, macro and situation-specific analysis. As of June 1, 2008, Vicis has approximately $4,649MM assets under management and primarily invests in U.S. markets, but with a growing amount of global convertible exposure. Forward-Looking Statement: Except for factual statements made herein, the information contained in this press release consists of forward-looking statements that involve risks and uncertainties, including the effect of changing economic conditions, customer acceptance of products and other risks and uncertainties. As previously disclosed in its SEC filings, such forward-looking statements are not guarantees of performance, and the Company's results could differ materially from those contained in such statements. These forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release.