DALLAS, May 21, 2020 (GLOBE NEWSWIRE) -- P10 Holdings, Inc. (OTC: PIOE, or “P10”) today announced that its Board of Directors has re-adopted and P10 has entered into a Rights Agreement (the “Rights Agreement”) with American Stock Transfer & Trust Company, LLC, as rights agent, designed to preserve the value of P10’s significant U.S. net operating loss carryforwards (“NOLs”) and other tax benefits. The Rights Agreement is effective immediately pursuant to its terms and replaces P10’s prior rights agreement designed to preserve the value of its NOLs. P10 also has a provision in its Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in a person or group acquiring 4.99% or more of the outstanding shares of P10’s common stock without the Board’s permission, or if a person or group that already owns 4.99% or more of P10’s common stock acquires additional shares without the Board’s permission (either such case, a “4.99% Holder”). P10 believes that in light of the significant amount of its NOLs, it is advisable to re-adopt the Rights Agreement in addition to the Charter Provision.
The Rights Agreement is designed to preserve P10’s tax benefits by deterring transfers of P10’s common stock that could result in an “ownership change” under Section 382 of the Internal Revenue Code. In connection with the Rights Agreement, the Board has declared a dividend to P10 stockholders of record as of the close of business on June 1, 2020 (the “Record Date”), for each outstanding share of P10’s common stock, of one right (a “Right”) to purchase one one-thousandth of a share of a new series of participating preferred stock of P10 at a specified exercise price.
Pursuant to the Rights Agreement, if any person or group becomes a 4.99% Holder, then, subject to certain exceptions, there would be a triggering event under the Rights Agreement. The Rights would then become exercisable and entitle stockholders (other than the acquiring person or group) to purchase additional shares of P10 common stock at a significant discount and result in significant dilution in the economic interest and voting power of the acquiring person or group. In its discretion, the Board may exempt certain transactions from the provisions of the Rights Agreement, including if the Board determines that the transaction will not jeopardize P10’s tax benefits, or the transaction will otherwise serve P10’s best interests. Any stockholder desiring to become a 4.99% Holder can request an exemption from the Board by submitting certain basic information to P10 and following the other instructions included in the Rights Agreement.
The Rights Agreement and the rights issued under the Rights Agreement will expire on May 20, 2023, or on an earlier date if certain events occur, as described more fully in the Rights Agreement.
Charter Ownership Limitations
P10’s Certificate of Incorporation, as amended, contains certain provisions for the protection of tax benefits relating to P10’s net operating losses. Such provisions generally void transfers of shares that would result in the creation of a new 4.99% shareholder or result in an existing 4.99% shareholder acquiring additional shares of P10.
About P10 Holdings
P10 Holdings is an alternative asset management investment firm located in Dallas, Texas. The firm’s purpose is to create long-term value for P10 Holdings shareholders by providing superior risk-adjusted returns to its Limited Partners through private equity funds-of-funds, secondary funds, and co-investment funds provided by its wholly-owned subsidiary, RCP Advisors (www.rcpadvisors.com). P10 Holdings intends to provide additional investment vehicles in other areas of alternative asset management where it believes it can generate superior returns for its Limited Partners which, over time, should generate value for P10 Holdings shareholders. Additionally, P10 Holdings will continue its plan to monetize its patents.
For more information, visit www.p10holdings.com. P10 Holdings stock trades on the OTC Pink Market, which is operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. P10 Holdings stock trades under the symbol “PIOE.”
Information in this release is for informational purposes only and is not to be construed as an offer to sell or the solicitation of an offer to buy any security.
Important Cautions Regarding Forward-Looking Statements
This press release includes forward-looking statements that relate to the business and expected future events or future performance of P10 Holdings, Inc. and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about P10's ability to implement their business strategy. The future performance of P10 may be adversely affected by various risks and uncertainties, including, without limitation, future capital requirements, regulatory actions or delays, legal, regulatory, political and economic risks and global public health crises that reduce economic activity (including the recent coronavirus COVID-19 outbreak), and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. For a more detailed discussion of these factors and risks, investors should review P10's annual and quarterly reports. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. All forward-looking statements are qualified in their entirety by this cautionary statement, and P10 undertakes no duty to update this information to reflect future events, information or circumstances.
Source: P10 Holdings