Company Expects to Move Forward with Previously Announced Exchange Offer
NEW YORK CITY, NY / ACCESS Newswire / April 4, 2025 / (OTC PINK:EFSH) ("1847 Holdings" or the "Company") today announced that it received notification from NYSE American LLC indicating that the staff of NYSE Regulation has determined to commence proceedings to delist the common shares of 1847 Holdings from NYSE American. Trading in the Company's common shares was suspended immediately. NYSE Regulation determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the common shares. The Company has a right to a review of the staff's determination to delist the Company's common shares by providing required notice on or before April 10, 2025.
The Company anticipates that its common shares will now begin trading publicly on the OTC PINK Market under the symbol "EFSH". This transition to the OTC Markets is not expected to affect the Company's business operations, its relationships with partners or employees, or its current Securities and Exchange Commission reporting obligations. Shareholders do not need to take any action in connection with this transition. Once the Company's common shares commence trading on the OTC Pink Market investors should be able to trade shares through their existing brokerage accounts.
The Company expects to move forward with a planned exchange offer (the "Offer"). The Company recently announced that its board of directors approved a proposed Offer that will allow current shareholders to exchange their common shares for newly issued Series G Preferred Shares (the "Preferred Shares"). The Offer will be made on the terms and subject to the conditions set forth in the Company's Offer to Exchange (as amended or supplemented from time to time, this "Offer to Exchange") and the related exchange offer materials (collectively, the "Offer Documents"). As soon as the Exchange Offer commences, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which will include an Exchange Offer and related letter of transmittal. The Preferred Shares are expected to have a stated value of $0.15, subject to adjustments for share splits, mergers, recapitalizations, and similar events. The Preferred Shares are expected to carry a 15% annual cumulative cash dividend on their stated value, payable annually. The Company may, under the expected terms of the Offer, at its sole option, redeem the Preferred Shares at 110% of their stated value at any time. Subject to certain restrictions that will be described in the Offer Documents and in the Company's governing documents, each Preferred Share is expected to be convertible into Common Shares at a conversion price of $2.40 per share (subject to adjustment for stock splits, stock combinations, recapitalizations and similar transactions), with no variable rate or floating conversions.
This press release is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell, or a recommendation regarding any securities. Any such offer, solicitation, or recommendation will be made solely by means a Schedule TO and related Offer Documents filed with the Securities and Exchange Commission ("SEC"). COMMON SHAREHOLDERS ARE URGED TO READ THE SCHEDULE TO AND OFFER DOCUMENTS AND ANY SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE EXCHANGE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SHARES. When filed, common shareholders may obtain a free copy of any of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Company or obtaining the same from the Company's website at www.1847holdings.com.
About 1847 Holdings
1847 Holdings LLC, a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings' investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as "solid" for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings' ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.
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Forward-Looking Statements
This press release may contain information about 1847 Holdings' view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in "Risk Factors" included in our SEC filings.
CONTACT:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EFSH@crescendo-ir.com
SOURCE: 1847 Holdings LLC
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