8-K
Equus Total Return, Inc. (EQS)
___________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2021
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 814-00098 | 76-0345915 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| Of Incorporation) | Number) | Identification No.) |
| ****<br><br> <br>700 Louisiana Street, 48^th^ Floor Houston, Texas | <br><br> <br><br><br> <br>77002 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, includingarea code: (713) 529-0900
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
|---|
On January 4, 2021, Equus Total Return, Inc. issued a press release announcing the receipt of an initial payment in connection with the sale of its interest in PalletOne, Inc. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
99.1 Press release issued on January 4, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Equus Total Return, Inc. | |
|---|---|
| Date: January 4, 2021 | By: /s/ Kenneth I. Denos |
| Name: Kenneth I. Denos | |
| Title: Secretary |
EQUUS RECEIVES INITIAL PAYMENT
FROM SALE OF ITS INTEREST IN PALLETONE, INC.
HOUSTON, TX – January 4, 2021 – Equus Total Return, Inc. (NYSE: EQS) (“Equus”) announced that it has received an initial payment of $18.2 million in connection with the sale of its shareholding in PalletOne, Inc. The remaining amount, expected to be received in the second quarter of 2021, is based upon potential tax refunds and a number of post-closing adjustments relating to changes in working capital and various other balance sheet items.
On December 28, 2020, Equus announced that UFP Industries, Inc. (“UFP”) had completed its purchase of the equity of PalletOne and that the purchase price of $232 million was based on a cash free, debt free balance sheet. As at December 28, 2020, estimates by UFP and PalletOne of PalletOne’s debt, debt-like instruments, and other adjustments, including transaction fees and expenses, resulted in a proforma net equity value of approximately $130 million for the PalletOne shareholders.
On November 17, 2020, Equus issued a press release wherein it estimated the fair value of its shareholding in PalletOne at $24.0 million as of September 30, 2020, a decrease of $3.5 million from its estimated fair value at June 30, 2020. The decrease was attributed to anticipated fourth quarter losses from the resale of high cost lumber, as well as delays in key capital projects adversely affected by COVID-19 travel disruptions.
In October 2001, Equus made its initial investment in PalletOne and was one of two institutional funds to finance the creation of PalletOne from certain of the remnants of a former pallet manufacturing conglomerate. PalletOne has since risen to become one of the largest wooden pallet manufacturers in the United States and a major regional supplier of treated wood to retail lumber outlets and home improvement stores in the Southeastern U.S.
Forward-Looking Statements
This press release contains certain forward-looking statements regarding possible future circumstances. These forward-looking statements are based upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, the performance of the Company, including our ability to achieve our expected financial and business objectives, the other risks and uncertainties described herein, as well as those contained in the Company’s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.
Contacts:
Patricia Baronowski
Pristine Advisers, LLC
(631) 756-2486