Bluestem Group Inc. Announces Clarification Regarding November 9, 2020 Cash Distribution to Holders of Record as of October 2...
27 Oktober 2020 - 12:54AM
Business Wire
As previously announced, on October 7, 2020, the Board of
Directors (the “Board”) of Bluestem Group Inc. (“Bluestem
Group” or the “Company”) declared a special cash
distribution of $0.462 per share of the Company’s outstanding
common stock and Series A Participating Convertible Preferred Stock
(the “Special Distribution”). The purpose of this
press release is to clarify that the Company does not expect the
Special Distribution to be paid from current or accumulated
earnings and profits. The Special Distribution will be payable on
November 9, 2020 to holders of record at the close of business on
October 27, 2020.
As a result of the deconsolidation and abandonment of the stock
of Bluestem Brands, Inc. earlier in 2020, the Company’s current
remaining assets, before and after giving effect to the Special
Distribution, primarily consist of cash, U.S. real property
interests and certain other assets. Accordingly, the Company likely
is a U.S. real property holding corporation (a “USRPHC”).
Non-U.S. stockholders receiving the Special Distribution may be
subject to U.S. withholding tax at a rate not less than 15% (or
such lower rate as may be specified by an applicable income tax
treaty for distributions from a USRPHC) regardless of whether the
Special Distribution constitutes a return of capital to such
stockholders. In light of the foregoing, on the Special
Distribution date, each non-U.S. stockholder of the Company will
receive a cash amount, net of U.S. withholding tax at a rate of
15%, unless such holder has presented to American Stock Transfer
& Trust Company, LLC (if it is a record holder) or its
broker-dealer (if it holds the stock in street name) sufficient
evidence of its exemption from U.S. withholding tax in accordance
with the requirements of U.S. federal tax law. Any stockholder of
the Company should promptly contact their bank, broker, nominee or
other institution if they have any questions regarding the
mechanics and timing of having the proceeds of the Special
Distribution attributable to their shares credited to their account
and/or any relevant withholdings. To receive the benefit of a
reduced treaty rate on distributions, a non-U.S. holder must
provide the withholding agent with an IRS Form W-8BEN, IRS Form
W-8BEN-E or other appropriate version of IRS Form W-8 certifying
qualification for the reduced rate. Any stockholder of the Company
who is in doubt as to the application of the relevant tax laws and
regulations to his, her or its particular situation is urged to
promptly consult its tax advisors for advice.
About Bluestem Group Inc.
Bluestem Group Inc. is a Nevada corporation that currently has
limited operations other than operations as the owner and lessor of
certain commercial real estate properties.
Forward-Looking Statements
This release contains statements that are “forward-looking
statements”. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. All statements contained herein that are
not clearly historical in nature are forward-looking. In some
cases, you can identify these statements by use of forward-looking
words such as “may,” “will,” “should,” “anticipate,” “estimate,”
“expect,” “plan,” “believe,” “predict,” “potential,” “project,”
“intend,” “could” or similar expressions. In particular, statements
regarding Bluestem Group’s plans, strategies, prospects and
expectations regarding its business are forward-looking statements.
You should be aware that these statements and any other
forward-looking statements in this document only reflect Bluestem
Group’s beliefs, assumptions and expectations and are not
guarantees of performance. These statements involve risks,
uncertainties and assumptions. Many of these risks, uncertainties
and assumptions are beyond Bluestem Group’s control and may cause
actual results and performance to differ materially from Bluestem
Group’s expectations. Forward-looking statements are based on
Bluestem Group’s beliefs, assumptions and expectations of its
future performance and actions, taking into account all information
currently available to Bluestem Group. These beliefs, assumptions
and expectations can change as a result of many possible events or
factors, not all of which are known to Bluestem Group or are within
its control. If a change occurs, Bluestem Group’s plans, business,
financial condition, and liquidity may vary materially from those
expressed in its forward-looking statements. Accordingly, you
should not place undue reliance on the forward-looking statements
contained in this release. These forward-looking statements are
made only as of the date of this release. Bluestem Group undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20201026005940/en/
Pete Michielutti, Chief Financial Officer Email:
IR@bluestemgroup.com