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| SMHG > SEC Filings for SMHG > Form 8-K on 23-Jan-2009 | All Recent SEC Filings |
23-Jan-2009
Other Events, Financial Statements and Exhibits
On January 22, 2009, Sanders Morris Harris Group Inc. (the "Company") and its wholly-owned subsidiary SMH Capital Inc., a Texas corporation ("SMH Capital"), entered into a Contribution Agreement, Pan Asia China Commerce Corp., a Delaware corporation ("PAC3"), Siwanoy Capital, LLC, a New York limited liability company ("Siwanoy") and Siwanoy Securities, LLC, a New York limited liability company ("New BD"), and a wholly-owned subsidiary of Siwanoy.
Pursuant to the Contribution Agreement (a) PAC3 agreed to subscribe for and purchase a 40% Class A membership interest in Siwanoy in exchange for a cash payment and note and (b) SMH Capital agreed to contribute to New BD the assets, properties, working capital, and rights related and/or pertaining to its investment banking, institutional trading (including equity sales and fixed income sales), New York trading, and research businesses (excluding The Juda Group and the Concept Capital divisions) (the "Capital Markets Business"), including a specified amount of working capital (as adjusted for any profits of losses incurred in the Capital Markets Business between January 1, 2009, and the date of closing) less (i) the value of the accounts receivable contributed to Siwanoy, (ii) the value of the certain assets in SMH Capital's Metairie, Louisiana office, (iii) the value of certain money security deposits and any advance payments, and (iv) the value of certain securities to be mutually agreed upon by the parties in exchange for a 20% Class A Membership Interest in Siwanoy, cash, and a note issued by Siwanoy to the Company. Current members of management of the Capital Markets Business will retain the remaining 40% membership interest in Siwanoy.
The transaction will be closed following the filing with and approval by the Financial Industry Regulatory Authority of a new member application by the New BD.
a. Financial statements of business acquired
Not Applicable
b. Pro forma financial information
Not Applicable
c. Exhibits
99.1 Press Release.
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