EVRC - EVERCEL Announces Additional Liquidating Distribution and Implementation of Liquidating Trust
NEW YORK, Feb. 20, 2024 (GLOBE NEWSWIRE) -- Evercel, Inc. [OTC EXPERT MARKET: EVRC]
Evercel, Inc. (the “Company”) announced today that it would continue to implement its Plan of Liquidation and Dissolution by making an additional cash liquidating distribution to the Company’s stockholders and transferring its primary asset – an indirect interest in ZAGG – to a liquidating trust (the “Trust”) for future additional liquidating distributions to the stockholders.
The Company set a record date of February 20, 2024 for the immediate additional liquidating distribution and anticipates an effective payment date of February 23, 2024 for such distribution, which distribution will be in the amount of approximately $7,500,000 (approximately $0.28 per share of common stock).
The Company anticipates completing the Trust’s formation this month and transferring its sole non-cash asset, an indirect interest in ZAGG, to such trust. Once implemented, the Trust would issue each stockholder a beneficial interest proportionate to its interest in the Company. This beneficial interest would generally not be transferable (with limited intestacy exceptions).
Such transfer would be treated as a distribution to the Company’s stockholders for tax purposes. However, a liquidating distribution from the Trust with respect to this asset will not be made to the Trust’s beneficial interest holders unless and until ZAGG is sold. The Company cannot predict the timing of such sale at this time.
The Company values its indirect interest in ZAGG at approximately $25,423,537 (approximately $0.93 per share).
Following the abovementioned additional liquidating distribution and transfer of its indirect interest in ZAGG, the Company’s primary asset will be cash in the amount of approximately $3.3 million. The sole purpose of this cash is to pay down the Company’s liabilities, after which point the Company will cease any and all operations.
Stockholders of the Company should work with their individual tax advisors to determine the most appropriate filing approach for additional liquidating distributions from the Company or the Trust.
Cautionary Statement Regarding Forward-Looking Information:
This press release includes “forward-looking statements” within the meaning the federal securities laws. All statements other than statements of historical facts contained in this press release are forward-looking statements. Forward-looking statements are generally delivered in the future tense and/or are preceded by words such as “may,” “will,” “should,” “forecast,” “projected,” “could,” “expect,” “suggest,” “believe,” “estimate,” “anticipate,” “intend,” “plan,” or similar words, or the negatives of such terms or other variations on such terms or comparable terminology. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. The Company cautions readers not to place undue reliance on forward-looking statements.
Contact: Richard Janney, Chief Financial Officer, rjanney@evercel.com