EX-99.1
12
v204773_ex99-1.htm
FOR
IMMEDIATE RELEASE
New York,
New York
December
2, 2010
Oak Tree Educational
Partners Announces Closing of
Acquisitions and Related
Financing
NEW YORK-(BUSINESS WIRE)-Oak Tree
Educational Partners, Inc. ("Oak Tree" or the "Company") (OTCBB:FHMS.OB), a
provider of vocational, training and technical education services, announced
hereto today that it has completed the acquisition of Culinary Tech Center LLC,
Professional Culinary Institute LLC and Educational Training Institute, Inc.
(collectively, the "Culinary Group"). The Culinary Group, formerly owned by
industry veterans Joseph Monaco and Harold Kaplan, offers comprehensive
vocational programs with industry internships in Culinary Arts, Hotel Operations
and Customer Service. Programs are designed for students referred by
a variety of local, state and federal agencies.
The purchase price for the Culinary
Group was $4.5 million in cash and shares of Oak Tree's common stock, with
additional shares of Oak Tree common stock to be issued in the event that the
Culinary Group's EBITDA for the year ending December 31, 2011 exceeds a
specified target. At the closing of the Culinary Group acquisition,
Messrs. Monaco and Kaplan became Executive Vice Presidents of Oak
Tree.
The cash portion of the purchase price
of the Culinary Group was financed by Oak Tree through a $10 million senior
secured acquisition debt facility provided by Deerpath Funding, LP ("Deerpath")
a NYC-based provider of financing to middle market companies. West End Capital
and Advisory, Inc., a NYC-based investment and advisory firm, advised Oak Tree
in its negotiations with Deerpath.
"We are pleased to have the Culinary
Group join our growing family of training, vocational and technical schools,"
said Anil Narang, President of Oak Tree. "The Culinary Group and its
principals, Joe Monaco and Harold Kaplan, have an outstanding and lengthy track
record in providing vocational and training services, with a
combined 60 years of experience in this industry".
Commenting
on the acquisition of Culinary Group, Joe Monaco said, "Harold and I are both
delighted to be a part of Oak Tree and are looking forward to building a larger
education and training company through future acquisitions and organic
growth. We believe being a public company and having access to growth
capital through Deerpath will greatly facilitate that strategy".
About
Oak Tree Educational Partners, Inc.
Oak Tree was founded in July 2009 by
Kinder Investments LP (one of the founders of Bridgepoint Education, Inc. -
NYSE: BPI), Anil Narang, and Joseph Bianco for the purpose of acquiring
for-profit training and education companies. In December 2009, Oak
Tree became a public company (OTCBB: FHMS.OB) through a reverse merger with a
publicly traded company. The Company's first acquisition, which
closed in August 2009, was Valley Anesthesia which provides a comprehensive test
preparation program for the National Certifying Exam for nurse
anesthetists. Its second acquisition, which closed in December 2009,
was Training Direct, Inc., which provides traditional and distance learning
training courses principally in the healthcare industry.
Forward-Looking
Statements
This
press release, together with other statements and information publicly
disseminated by the Company, contains certain 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. The Company
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and includes this statement for purposes of
complying with these safe harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe the Company's future plans,
strategies and expectations, are generally identifiable by use of the words
"believe", "will", "expect", "intend", "anticipate", "estimate", "should,"
"project" or similar expressions. You should not rely on forward-looking
statements since they involve known and unknown risks, uncertainties and other
factors that are, in some cases, beyond the Company's control and which could
materially affect actual results, performances or achievements. Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to, the risk factors discussed in the Company's most recent
Annual Report on Form 10-K as updated in its Quarterly Reports on Form 10-Q.
Accordingly, there is no assurance that the Company's expectations will be
realized. Except as otherwise required by the federal securities laws, the
Company disclaims any obligation or undertaking to publicly release any updates
or revisions to any forward-looking statement contained herein (or elsewhere) to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
Contact:
Oak Tree
Educational Partners, Inc.
Kellis
Veach, CFO
(561)
218-3177

EX - 99 . 1 12 v204773 _ ex99 - 1 . htm FOR IMMEDIATE RELEASE New York , New York December 2 , 2010 Oak Tree Educational Partners Announces Closing of Acquisitions and Related Financing NEW YORK - ( BUSINESS WIRE ) - Oak Tree Educational Partners , Inc . ( " Oak Tree " or the " Company " ) ( OTCBB : FHMS . OB ) , a provider of vocational , training and technical education services , announced hereto today that it has completed the acquisition of Culinary Tech Center LLC , Professional Culinary Institute LLC and Educational Training Institute , Inc . ( collectively , the " Culinary Group " ) . The Culinary Group , formerly owned by industry veterans Joseph Monaco and Harold Kaplan , offers comprehensive vocational programs with industry internships in Culinary Arts , Hotel Operations and Customer Service . Programs are designed for students referred by a variety of local , state and federal agencies . The purchase price for the Culinary Group was $ 4.5 million in cash and shares of Oak Tree 's common stock , with additional shares of Oak Tree common stock to be issued in the event that the Culinary Group 's EBITDA for the year ending December 31 , 2011 exceeds a specified target . At the closing of the Culinary Group acquisition , Messrs . Monaco and Kaplan became Executive Vice Presidents of Oak Tree . The cash portion of the purchase price of the Culinary Group was financed by Oak Tree through a $ 10 million senior secured acquisition debt facility provided by Deerpath Funding , LP ( " Deerpath " ) a NYC - based provider of financing to middle market companies . West End Capital and Advisory , Inc . , a NYC - based investment and advisory firm , advised Oak Tree in its negotiations with Deerpath . " We are pleased to have the Culinary Group join our growing family of training , vocational and technical schools , " said Anil Narang , President of Oak Tree . " The Culinary Group and its principals , Joe Monaco and Harold Kaplan , have an outstanding and lengthy track record in providing vocational and training services , with a combined 60 years of experience in this industry " . Commenting on the acquisition of Culinary Group , Joe Monaco said , " Harold and I are both delighted to be a part of Oak Tree and are looking forward to building a larger education and training company through future acquisitions and organic growth . We believe being a public company and having access to growth capital through Deerpath will greatly facilitate that strategy " . About Oak Tree Educational Partners , Inc . Oak Tree was founded in July 2009 by Kinder Investments LP ( one of the founders of Bridgepoint Education , Inc . - NYSE : BPI ) , Anil Narang , and Joseph Bianco for the purpose of acquiring for - profit training and education companies . In December 2009 , Oak Tree became a public company ( OTCBB : FHMS . OB ) through a reverse merger with a publicly traded company . The Company 's first acquisition , which closed in August 2009 , was Valley Anesthesia which provides a comprehensive test preparation program for the National Certifying Exam for nurse anesthetists . Its second acquisition , which closed in December 2009 , was Training Direct , Inc . , which provides traditional and distance learning training courses principally in the healthcare industry . Forward - Looking Statements This press release , together with other statements and information publicly disseminated by the Company , contains certain 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 . The Company intends such forward - looking statements to be covered by the safe harbor provisions for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions . Forward - looking statements , which are based on certain assumptions and describe the Company 's future plans , strategies and expectations , are generally identifiable by use of the words " believe " , " will " , " expect " , " intend " , " anticipate " , " estimate " , " should , " " project " or similar expressions . You should not rely on forward - looking statements since they involve known and unknown risks , uncertainties and other factors that are , in some cases , beyond the Company 's control and which could materially affect actual results , performances or achievements . Factors that may cause actual results to differ materially from current expectations include , but are not limited to , the risk factors discussed in the Company 's most recent Annual Report on Form 10 - K as updated in its Quarterly Reports on Form 10 - Q . Accordingly , there is no assurance that the Company 's expectations will be realized . Except as otherwise required by the federal securities laws , the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward - looking statement contained herein ( or elsewhere ) to reflect any change in the Company 's expectations with regard thereto or any change in events , conditions or circumstances on which any such statement is based . Contact : Oak Tree Educational Partners , Inc . Kellis Veach , CFO ( 561 ) 218 - 3177