- May 27, 2022
is expected to be the last day upon which the Company Shares will
trade on the NYSE -
- Company Shares to be Cancelled and
Stockholders to Receive Units in the Liquidating Trust -
HOUSTON, May 10, 2022
/PRNewswire/ -- Luby's, Inc. (NYSE: LUB) ("Luby's" or the
"Company") announced today that, in accordance with the Company's
previously approved Plan of Liquidation and Dissolution (the
"Plan"), its Board of Directors ("Board") has determined that the
remaining assets and liabilities of the Company will be transferred
to a Liquidating Trust on May 31,
2022. In connection with the transfer of its assets to the
Liquidating Trust, the Company will be dissolved. Accordingly,
May 27, 2022, is expected to be the
last day upon which the Company's shares will trade on the
NYSE.
On May 31, 2022, all outstanding
shares of the Company will be cancelled and all stockholders of the
Company at that time will automatically receive a distribution of
one Liquidating Trust unit for each common share held by the
stockholder. After being distributed to the Company's stockholders,
the Liquidating Trust units will not be transferable or assignable,
except by will, intestate succession, or operation of law. The
Liquidating Trust units will not be certificated and will not be
listed on any exchange or quoted on any quotation system or
otherwise tradeable in any public or private transactions.
The Liquidating Trust will seek to sell the Company's remaining
assets, pay all remaining liabilities, and distribute the remaining
cash to the stockholders in one or more distributions as soon as
practical. However, there can be no assurance as to the likelihood,
timing or pricing of any sale or sales of these remaining assets or
the timing or amount of the distributions.
For a discussion of the tax consequences of the transfer of the
Company's assets to the Liquidating Trust and the distribution of
the Liquidating Trust units to the stockholders, please see
"Material U.S. Federal Income Tax Consequences of the Proposed
Dissolution - U.S. Federal Income Tax Consequences of a Liquidating
Trust" beginning on page 48 of the definitive proxy statement filed
by the Company with the Securities and Exchange Commission on
October 6, 2020, in connection with
the Plan.
Stockholders are urged to consult their own investment and tax
advisors to determine the particular consequences of the transfer
of the Company's assets to the Liquidating Trust and the
distribution of the Liquidating Trust units, including the
applicability and effect of any U.S. federal, state and local and
foreign tax laws.
Forward Looking Statements
This press release contains statements that 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. All statements
contained in this press release, other than statements of
historical fact, are "forward-looking statements" for purposes of
these provisions, including the statements regarding sales of
assets, effects of the Company's Plan of Liquidation and
Dissolution (the "Plan"), expected value or proceeds attributable
to the sale of assets, and expected proceeds to be distributed to
stockholders or the timing thereof. Luby's cautions readers that
various factors could cause its actual financial and operational
results to differ materially from those indicated by
forward-looking statements made from time-to-time in news releases,
reports, proxy statements, registration statements, and other
written communications, as well as oral statements made from time
to time by representatives of Luby's. The following factors, as
well as any other cautionary language included in this press
release, provide examples of risks, uncertainties and events that
may cause Luby's actual results to differ materially from the
expectations Luby's describes in such forward-looking statements:
general business and economic conditions; the effects of the
COVID19 pandemic; our operating initiatives; fluctuations in the
costs of commodities, including beef, poultry, seafood, dairy,
cheese and produce; increases in utility costs, including the costs
of natural gas and other energy supplies; changes in governmental
regulations, including changes in minimum wages; the effects of
inflation; unfavorable publicity relating to operations, including
publicity concerning food quality, illness or other health concerns
or labor relations; and other risks and uncertainties disclosed in
Luby's annual reports on Form 10- K and quarterly reports on Form
10-Q, including information regarding the risks, uncertainties and
other factors relating to the Plan, the expected net proceeds from
the sale of assets, and expected proceeds to be distributed to
stockholders.
For additional information contact:
John Garilli, Interim CEO
LInvestors@lubys.com
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SOURCE Luby's, Inc.
