Luby’s, Inc. Announces Completion of Transfer of Remaining Assets to Liquidating Trust
Luby’s, Inc. Announces Deemed Distribution Value
Houston, TX, May 31, 2022 – Luby’s, Inc. (the “Company”), today announced the completion of the previously announced dissolution of the Company with the remaining assets and liabilities transferred to LUB Liquidating Trust (the ” Trust”) pursuant to a plan of liquidation and dissolution (the “Plan”). The transfer to the Trust became effective at 5:00 p.m. Eastern Daylight Time on May 31, 2022 (the “Effective Time”). As previously reported, May 27, 2022 was the last day for trading in the Company’s common stock, with a par value of $0.32 per share, (“Common Stock”) on the New York Stock Exchange (the “NYSE”).
At the effective time of the transfer, holders of common shares of the Company automatically received one Unit of the Trust (in book-entry form) (“Unit”) for each common share of the Company held by such holder. . As previously stated, Units in the Trust will not be listed on the NYSE or any other stock exchange and generally will not be transferable except by will, intestacy or operation of law. This transfer restriction will not prohibit the transfer of Units held by nominees or brokers to the beneficial holders of such Units.
Based on the average of the high and low trading prices of the common stock over the last three days that the stock was traded on the NYSE, the deemed distribution for tax purposes to holders of common stock at the effective time is $1.80 per share. of ordinary shares. For a discussion of the tax consequences of the transfer of the Company’s assets to the Trust and the distribution of the Trust Units to the shareholders, please see “Material United States Federal Income Tax Consequences of the Dissolution Proposal – United States Federal Taxation Consequences of a liquidation” commencing 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., a copy of which is available on the website of the SEC, www. .sec.gov. Shareholders are strongly advised to contact their investment and tax advisors.
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 in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions, including statements regarding asset sales, plan effects, expected value or the proceeds attributable to the sale of the assets and the expected proceeds to be distributed to the beneficial holders of the Units or the timing thereof. Readers are cautioned that a variety of factors could cause its actual financial results to differ materially from those indicated by forward-looking statements made from time to time in press releases, reports, proxy statements, registration statements and other written communications, as well as oral statements made from time to time by representatives of the Company or the Trust. The following factors, as well as any
other cautionary statements included in this press release, provide examples of the risks, uncertainties and events that could cause actual results to differ materially from the expectations described by Luby in these forward-looking statements: the conditions general trade and economics; the effects of inflation; 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 risks, uncertainties and other factors related to the plan, expected net proceeds from the sale of assets, and expected profits will be distributed.
For more information, contact:
John Garilli, Acting CEO