HOUSTON, May 20, 2022 /PRNewswire/ — Luby’s, Inc. (NYSE: LUB) (the “Company“), which is winding up and liquidating pursuant to a Plan of Liquidation and Dissolution (the “Plan”), reminds holders of common shares of the Company that, in connection with the transfer of the remaining assets and liabilities of the Company to a liquidation trust called the LUB Liquidating Trust (the “Trust”), on the last day of trading of the common shares of the Company at the New York Stock Exchange (the “NYSE”) will be Friday, May 27, 2022. The transfer of the remaining assets and liabilities of the Company to the Trust is expected to take place 5:00 p.m. Eastern Daylight Time on May 31st, 2022. At that time, holders of common shares of the Company will automatically receive one unit of the Trust (“Party”) for each common share of the Company held by such holder. As previously indicated, Units will generally not be transferable except by will, intestacy or operation of law. For tax purposes, the fair value of each Trust Unit received by shareholders of the Company at such time, which reflects the value of the remaining assets of the Company (net of liabilities), will be equal to the average of high and low trading prices for common stock of the Company over the last three days that the stock is traded on the NYSE.
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 Proposed Dissolution – United States Federal Income Tax Consequences of a Trust Liquidation“. commencing on page 48 of the definitive proxy statement filed by the Company with the Securities and Exchange Commission on October 6, 2020, as part of the Plan. Shareholders are strongly advised to contact their investment and tax advisers.
The Company has sold all of its operating divisions and sold the majority of its real estate except for 17 properties, which it continues to market for sale. The Company also holds certain financial instruments that it received following its liquidation process. The Company has no outstanding debt other than certain accounts payable and various unfunded debt. Including distribution paid on May 24, 2022the Company paid total cash liquidation distributions of $2.70 per share.
About Luby’s, Inc.
Luby’s, Inc. (NYSE: LUB) previously announced its liquidation and dissolution plan, which was approved by its shareholders on November 17, 2020. Luby’s sold its two restaurant brands, Luby’s Cafeterias and Fuddruckers, as well as its Culinary Contract Services business segment. Luby’s is actively seeking buyers for its remaining real estate assets.
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 assets and the proceeds expected to be distributed to shareholders or the timing thereof. Luby’s cautions readers 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 Luby’s. The following factors, and any other cautionary language included in this press release, provide examples of risks, uncertainties and events that could cause actual results to differ materially from the expectations Luby described in these forward-looking statements: general business and economic conditions; 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, the expected net proceeds from the sale of assets, and the expected proceeds will be distributed to shareholders.
For more information, contact:
John Garilliinterim CEO
SOURCE Luby’s, Inc.