WASHINGTON & RESTON, Va.--(BUSINESS WIRE)--
Comstock Holding Companies, Inc., (NASDAQ:CHCI), ("CHCI" or the
"Company") announced today the execution of a reverse stock split (the
"Reverse Stock Split") of its issued and outstanding shares of Class A
common stock and Class B common stock (together, the "Common Stock") at
a ratio of 1-for-7, in addition to a proportionate decrease in the
number of its authorized shares of Common Stock (the "Proportionate
Share Reduction"). The Reverse Stock Split will become effective as of
5:00 p.m., EDT, on September 25, 2015 (the "Effective Time"). Commencing
at the market opening on September 28, 2015 (the trading day immediately
after the Effective Time), the Class A common stock will begin trading
on The Nasdaq Capital Market ("NASDAQ") on a post-split basis under the
existing symbol "CHCI." The new CUSIP number for the Company's Class A
common stock is 205684 202.
As previously disclosed, on March 18, 2015, the Company's Board of
Directors authorized the Reverse Stock Split in advance of the Company's
receipt of a letter from The Nasdaq Stock Market LLC notifying the
Company that because the minimum bid price per share for its Class A
common stock was below $1.00 for a period of 30 consecutive business
days, the Company did not meet the minimum bid price requirement set
forth in Nasdaq Listing Rule 5550(a)(2). The Company's stockholders
approved the amendment to the Company's restated certificate of
incorporation at the 2015 Annual Meeting of Stockholders held on June
17, 2015.
Accordingly, at the Effective Time, every seven issued and outstanding
shares of Class A common stock and Class B common stock will be
converted into one issued and outstanding share of Class A common stock
or Class B common stock, respectively, without any change in the par
value per share. The Reverse Stock Split proportionately affects all
issued and outstanding shares of Common Stock, as well as the number of
shares of Class A common stock available for issuance under the
Company's Amended and Restated 2004 Long-Term Incentive Compensation
Plan. In addition, the Reverse Stock Split proportionately reduces the
number of shares of Common Stock issuable upon the exercise of stock
options, warrants and unvested restricted shares outstanding, as of the
Effective Time. As a result, each stockholder's percentage ownership
interest and proportional voting power remains unchanged and the rights
and privileges of the holders of the Common Stock are unaffected (except
for de minimis changes as a result of the elimination of fractional
shares).
No fractional shares will be issued following the Reverse Stock Split.
Stockholders who would otherwise be entitled to receive a fractional
share will instead receive a cash payment based on the closing price of
the Company's Class A common stock on September 25, 2015.
The Reverse Stock Split will reduce the number of shares of Common Stock
issued and outstanding from approximately 20.89 million to approximately
2.98 million. Concurrently, the authorized number of shares of Common
Stock will be reduced to 11.43 million.
Stockholders of record will be receiving information from American Stock
Transfer & Trust Company, LLC ("AST"), the Company's transfer agent and
exchange agent for the Reverse Stock Split, regarding their holdings
following the Reverse Stock Split and cash payments for any fractional
interest. Stockholders who hold their shares in brokerage accounts or
"street name" are not required to take any action to effect the exchange
of their shares. AST will provide instructions to stockholders with
physical certificates regarding the optional process for exchanging
their pre-split certificates for post-split stock certificates.
Additional information regarding the Reverse Stock Split can be found in
the Company's definitive proxy statement filed with the Securities and
Exchange Commission on April 30, 2015.
"NASDAQ requires certain standards be met by all listed companies on its
exchange, which includes compliance with the minimum bid price
requirement. Upon execution of this Reverse Stock Split, coupled with
the additional equity capital raised by the Company during the second
quarter of 2015, we expect CHCI to regain compliance with all listing
requirements of NASDAQ," commented Christopher Clemente, Chairman and
Chief Executive Officer. "The execution of this Reverse Stock Split is
in keeping with our strategy of maintaining CHCI's listing on NASDAQ
while we focus on continuing our recent growth trend with the ultimate
objective of achieving scale needed to deliver positive results."
About Comstock Holding Companies, Inc.
Comstock is a homebuilding and multi-faceted real estate development and
services company that builds a wide range of housing products under its
Comstock Homes brand through its wholly owned subsidiary, Comstock Homes
of Washington, LC, and provides a variety of capital markets advisory
and real estate asset related services through its wholly owned
subsidiary, Comstock Real Estate Services, LC. Comstock's extensive real
estate development experience positions Comstock Real Estate Services,
LC to provide a unique brand of experience based on capital markets
advisory and real estate asset management services to clients
nationwide. Comstock Holding Companies, Inc. is a publicly traded
company, trading on NASDAQ under the symbol CHCI. For more information
about Comstock, please visit www.comstockhomes.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains "forward-looking" statements that are made
pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but
are not limited to, statements that express the Company's intentions,
expectations, strategies, predictions and other statements related to
future activities, events or conditions. These statements are based on
current expectations and projections about the Company which are based
in part on assumptions made by management. Such assumptions involve
known and unknown risks and uncertainties that may cause actual future
results to differ materially from those projected or contemplated in the
forward-looking statements, including the standards and policies of
NASDAQ, fluctuations in the Company's stock price, changes in the
Company's general financial and operating results, changes in the
capital markets and general economic conditions. Additional information
concerning these and other important risks and uncertainties can be
found under the heading "Risk Factors" in the Company's most recent Form
10-K, as filed with the Securities and Exchange Commission. Comstock
specifically disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150925005512/en/
Comstock Holding Companies, Inc.
Joe Squeri, 703-230-1229
Chief
Financial Officer
jsqueri@comstockcompanies.com
-or-
Investor
Relations Contact:
LHA
Harriet Fried, 212-838-3777
hfried@lhai.com
Source: Comstock Holding Companies, Inc.
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