(Name of the Issuer)
(Name of Persons Filing Statement)
(Title of Class of Securities)
15188T108
(CUSIP Number of Class of Securities)
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. o The filing of a registration statement under the Securities Act of 1933.
c. o A tender offer.
d. x None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing fee is a final amendment reporting the results of the transaction: o
Transaction Valuation(1) | Amount of Filing Fee(2) | |
$1,500,000 | $204.60 |
(1) | The transaction value relates to a 1-for-5,000 reverse stock split, pursuant to which all holders of fewer than 5,000 shares before the reverse stock split will be cash-out by the issuer at a cash-out price of $0.07 per pre-reverse stock split share (the Cash-Out Price), followed by a 35-for-1 forward stock split, with any resulting fractional shares also being purchased at the Cash-Out Price. The transaction value represents an estimate of the maximum value of the fractional shares that will be purchased at the Cash-Out Price. |
(2) | The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.00013640 multiplied by the Transaction Valuation. |
o | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
This Transaction Statement on Schedule 13E-3 (this Schedule 13E-3) is being filed by Centerline Holding Company (the Company).
The Company intends to engage in a transaction that is structured to reduce the number of record holders of its common shares to fewer than 300, thereby enabling it to terminate the registration of (or deregister) its common shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and suspend its duty to file periodic reports and other information with the Securities and Exchange Commission (the SEC) under Section 15(d) of the Exchange Act. This will eliminate the significant expense required to comply with the reporting and related requirements of being a public reporting company and is often referred to as a going private transaction. To accomplish its going private transaction, it will:
º | effectuate a reverse stock split, whereby each 5,000 of its common shares outstanding on the effective date of the reverse stock split will be converted into one whole common share and, in lieu of issuing any fractional shares to shareholders owning fewer than 5,000 pre-reverse stock split shares, make a cash payment equal to $0.07 per pre-reverse stock split share to such shareholders (the Reverse Stock Split); and |
º | immediately following the Reverse Stock Split, effectuate a forward stock split of the common shares for persons who hold at least one common share after the Reverse Stock Split, whereby all post-Reverse Stock Split common shares held by such shareholders (including fractional shares) will be converted into a number of its common shares equal to such number of post-Reverse Stock Split common shares multiplied by 35 (the Forward Stock Split), make a cash payment equal to $0.07 per pre-Reverse Stock Split share to cash out any fractional shares resulting from the Forward Stock Split (the Post-Forward Split Fractional Share Purchase and, together with the Reverse Stock Split and the Forward Stock Split, the Transaction). |
Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a disclosure statement (the Disclosure Statement) pursuant to Section 13(e) of the Exchange Act relating to the Transaction as Exhibit (a)(3) to this Schedule 13E-3.
This Schedule 13E-3 incorporates by reference the information contained in the Disclosure Statement in answer to the items of Schedule 13E-3. The information set forth in the Disclosure Statement is hereby expressly incorporated herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Disclosure Statement.
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The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
(a) Name and Address. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONCenterline
(b) Securities. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONCompany Securities
(c) Trading Market and Price. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONCompany SecuritiesTrading Prices of Our Common Shares
(d) Dividends. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONCompany SecuritiesDividends
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. None.
(a) Name and Address. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONCenterline
CERTAIN INFORMATION RELATING TO ANDREW L. FARKAS
The Company is the subject company and the filing person of this Schedule 13E-3.
(b) Business and Background of Entities. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONCenterline
CERTAIN INFORMATION RELATING TO ANDREW L. FARKAS
(c) Business and Background of Natural Persons. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONInformation Relating to Our Directors and Executive Officers
CERTAIN INFORMATION RELATING TO ANDREW L. FARKAS
(a)(2) Material Terms. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
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SPECIAL FACTORS
OTHER MATTERS RELATED TO THE TRANSACTION
(c) Different Terms. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
SPECIAL FACTORS
OTHER MATTERS RELATED TO THE TRANSACTIONPotential Conflicts of Interest
(d) Appraisal Rights. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
OTHER MATTERS RELATED TO THE TRANSACTIONNo Appraisal or Dissenters Rights
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not applicable.
(a) Transactions. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Transaction
CENTERLINE INFORMATIONCertain Relationships and Related Transactions
(b) Significant Corporate Events. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSBackground of the Transaction
(c) Negotiations or Contacts. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSBackground of the Transaction
(e) Agreements Involving the Subject Companys Securities. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONAgreements Involving Centerlines Securities
(b) Use of Securities Acquired. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSMaterial Terms
SPECIAL FACTORSEffects of the Transaction
OTHER MATTERS RELATED TO THE TRANSACTIONSource and Amounts of Funds
(c)(1)-(8) Plans. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
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SPECIAL FACTORS
CENTERLINE INFORMATIONCompany Securities
(a) Purposes. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Transaction
SPECIAL FACTORSMaterial Terms
SPECIAL FACTORSPurpose and Reasons for the Transaction
(b) Alternatives. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Transaction
SPECIAL FACTORSAlternatives to the Transaction
(c) Reasons. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Transaction
SPECIAL FACTORSPurpose and Reasons for the Transaction
(d) Effects. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
SPECIAL FACTORSEffects of the Transaction
OTHER MATTERS RELATED TO THE TRANSACTIONMaterial U.S. Federal Income Tax Consequences
(a) Fairness. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFairness of the Transaction
(b) Factors Considered in Determining Fairness. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Transaction
SPECIAL FACTORSPurpose and Reasons for the Transaction
SPECIAL FACTORSFairness of the Transaction
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(c) Approval of Security Holders. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
OTHER MATTERS RELATED TO THE TRANSACTIONShareholder Approval Not Required
(d) Unaffiliated Representative. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSFairness of the TransactionProcedural Fairness of the Transaction
(e) Approval of Directors. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSFairness of the TransactionProcedural Fairness of the Transaction
(f) Other Offers. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSFairness of the TransactionSubstantive Fairness
(a) Report, Opinion or Appraisal. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFairness of the TransactionProcedural Fairness
(b) Preparer and Summary of the Report, Opinion or Appraisal. Not Applicable.
(c) Availability of Documents. Not Applicable.
(a)-(d) Source of Funds; Conditions; Expenses; Borrowed Funds. The information set forth in the Disclosure Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
OTHER MATTERS RELATED TO THE TRANSACTIONSource and Amount of Funds
(a) Securities Ownership. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONSecurity and Voting Ownership of Certain Beneficial Owners and Management
(b) Securities Transactions. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
CENTERLINE INFORMATIONRecent Transactions in Our Common Shares
(d) Intent to Tender or Vote in a Going-Private Transaction. Not Applicable.
(e) Recommendations of Others. Not Applicable.
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(a) Financial Information. The information set forth in the Disclosure Statement under the following caption is incorporated herein by reference:
FINANCIAL AND OTHER INFORMATION
(b) Pro Forma Information. Not Applicable.
(a) Solicitations or Recommendations. Not applicable.
(b) Employees and Corporate Assets. The Companys regularly employed management staff have participated in the organization, direction and preparation of this Schedule 13E-3 and the Disclosure Statement for use in consummating the Transactions.
(b) Other Material Information. The entirety of the Disclosure Statement, including each Exhibit thereto, is incorporated herein by reference.
The Exhibit Index appearing after the signature page to this Schedule 13E-3 is incorporated herein by reference.
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CENTERLINE HOLDING COMPANY
By: | /s/ Robert L. Levy |
Name: | Robert L. Levy |
Title: | President and Chief Operating Officer |
Date: | January 18, 2013 |
Exhibit No. | Document | |
(a)(3) | Disclosure Statement of the Company dated as of January 18, 2013 (the Disclosure Statement) (filed herewith). | |
(a)(5)(i) | Financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2011 (incorporated by reference to such report filed with the SEC on March 29, 2012). | |
(a)(5)(ii) | Financial statements and notes thereto included in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (incorporated by reference to such report filed with the SEC on November 19, 2012). |
|
(b) | Not applicable. | |
(c) | Not applicable. | |
(d) | Not applicable. | |
(f) | Not applicable. | |
(g) | Not applicable. |