CarParts.com, Inc. Adopts Tax Benefits Preservation Plan
As of
As part of the Plan, the Company's Board of Directors declared a dividend of one Series B Junior Participating Preferred Stock purchase right (the "rights") on each outstanding share of the Company's common stock. The dividend will be payable on
The rights are not currently exercisable and initially will trade only with the Company's common stock. However, if any person or group acquires 4.99% or more of the Company's common stock, or if a person or group that already owns 4.99% or more of the Company's common stock acquires additional shares, then, subject to certain exceptions, the rights would separate from the common stock and become exercisable for shares of the Company's common stock having a market value equal to twice the exercise price, resulting in significant dilution to the ownership interests of the acquiring person or group.
The Plan includes a procedure pursuant to which the Company's Board of Directors may consider requests to exempt acquisitions of the Company's common stock from the Plan if it determines that doing so would not limit or impair the availability of the Tax Attributes.
The rights will expire on
The Plan is similar to Tax Benefits Preservation Plans adopted by many other public companies with significant Tax Attributes. The issuance of the rights will not affect the Company's reported earnings or loss per share and is not taxable to the Company or its stockholders.
Additional information regarding the Plan will be set forth in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the Company is filing with the
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Forward-Looking Statement
This press release contains statements which are forward looking statements for the purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. Words such as "anticipates," "could," "expects," "intends," "plans," "potential," "believes," "predicts," "projects," "seeks," "estimates," "may," "will," "would," "will likely continue" and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, the Company's ability to utilize the Tax Attributes, the application and effectiveness of the Plan, and the impact of the Plan on our business and results of operations. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to, market risks and uncertainties, the risk that our stockholders will not approve the Plan, the risk that the Plan will not be effective at preserving the Tax Attributes, and any other factors discussed in the Company's filings with the
Investor Relations:
IR@carparts.com
Media Relations:
Tina Mirfarsi
tina@carparts.com
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