Premier Holding Corp. (OTCPK:PRHL) entered into a membership interest purchase agreement to acquire 85% stake in Lexington Power & Light LLC from Debra Sanabria and Anthony Manganello for $2 million on September 9, 2014. Under the terms of agreement, Premier Holding Corporation will issue 7.5 million shares of common stock and $0.5 million in Promissory Notes and earn out payments in cash worth $0.5 million and 2.5 million shares of common stock based upon EBITDA milestones during the 12 months following the closing subject to adjustment.

Premier Holding Corporation has a contingent funding obligation of $1.0 million of which $0.5 million will be used as working capital for Lexington Power & Light LLC. Premier Holding Corporation will hold 85% stake in Lexington Power & Light LLC and will have an option to acquire remaining 15% stake in terms with option agreement. On August 26, 2014, Premier Holding Corporation submitted an application to be recognized as majority owner of a power supplier by the Federal Energy Regulatory Commission.

The transaction is subject to customary closing conditions including Premier Holding Corporation shall have executed and delivered the option agreement to the Consultant, Premier Holding shall have executed and delivered the consulting agreement between Premier Holding and Lexington Trading Partners and the transaction is expected to close within 30 days of entering into an agreement. Rick Weed of Weed & Co. L.C. acted as legal advisor for Premier Holding Corporation.

Larry Hutcher of Davidoff Hutcher & Citron LLP acted as legal advisor for Debra Sanabria and Anthony Manganello.