Safe & Green Holdings Corp. (NASDAQ: SGBX) (“SG Holdings” or the “Company”), a leading developer, designer, and fabricator of modular structures for residential, commercial, and provider of point-of-care medicine, today announced that the record date for the Company’s upcoming spin-off and listing on Nasdaq of Safe and Green Development Corporation, the Company’s real estate development subsidiary (“SG DevCo”) has been set for August 30, 2023 (the “Record Date”).
Paul Galvin, Chairman and CEO, stated, “The Company has worked tirelessly towards this day for more than a year. We are looking forward to rewarding our loyal shareholders with their shares in Safe and Green Development Corporation. With a current project pipeline in excess of $800 million, representing more than 4,200 units to be developed, and an overall goal of 10,000 units to be developed over the next 7 years, the prospects for SG DevCo are truly promising.”
David Villarreal, President & CEO of Safe and Green Development Corporation commented, "Additionally, the Board of Directors of SG DevCo and key executives are focusing their respective expertise and resources to realize a benefit to all shareholders in this effort and recognize the opportunity to fully engage and execute on development opportunities with unbridled enthusiasm."
As previously announced, the separation will occur by means of a pro rata distribution by the Company of thirty percent of the outstanding shares of SG DevCo common stock to the Company’s current shareholders. SG Holdings will retain seventy percent of SG DevCo common stock immediately following the distribution.
Each SG Holdings stockholder will receive approximately 0.94 shares of SG DevCo common stock for every five (5) shares of SG Holdings common stock held as of the close of business on the Record Date. No fractional shares of SG DevCo common stock will be issued in the distribution, and stockholders will receive cash in lieu of fractional shares. Safe & Green Holdings’ transfer agent and registrar, American Stock Transfer and Trust Company, LLC, will serve as transfer agent and registrar for SG DevCo as well, and act as distribution agent in connection with the Distribution. The distribution is expected to be paid on or about September 7, 2023. The distribution remains subject to the satisfaction or waiver of the conditions described in SG DevCo’s Registration Statement on Form 10, as amended, including the U.S. Securities and Exchange Commission (SEC) having declared effective the Form 10. The Form 10 has been filed by SG DevCo with the SEC and is publicly available at www.sec.gov.
No action is required by SG Holdings’ stockholders to receive shares of SG DevCo’s common stock in the distribution. SG Holdings expects to make available an information statement to all stockholders entitled to receive the distribution of shares of SG DevCo’s common stock. The information statement is filed as an exhibit to SG DevCo’s Registration Statement on Form 10 and describes SG DevCo and certain risks of owning SG DevCo common stock and provides other information regarding the separation and distribution.
Trading Common Stock
SG Holdings stockholders who hold shares of common stock on the record date of August 30, 2023, and decide to sell any of those shares before the distribution date, should consult their stockbroker, bank, or other nominee to understand whether the shares of SG Holdings common stock will be sold with or without entitlement to SG DevCo common stock pursuant to the distribution.
Beginning on or about August 29, 2023, and continuing up to and through the distribution date, two markets are expected for SG Holdings common stock: the “regular-way” market and the “ex-distribution” market. Shares that trade in the “regular-way” market will be entitled to shares of SG DevCo common stock distributed pursuant to the distribution; shares that trade in the “ex-distribution” market will trade without an entitlement to shares of SG DevCo common stock distributed pursuant to the distribution.
The separation date may change if certain conditions are not satisfied by that date, as described in SG DevCo information statement filed with the Form 10.
About Safe & Green Holdings Corp.
Safe & Green Holdings Corp., a leading modular solutions company, operates under core capabilities which include the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries. The firm supports third party and in-house developers, architects, builders and owners in achieving faster execution, greener construction, and buildings of higher value. Safe and Green Development Corporation is a leading real estate development company. Safe & Green Medical, the Company’s medical subsidiary, provides local, point-of-care medical services, particularly within underserved communities. Formed in 2021, the company focuses on the development of sites using purpose built, prefabricated modules built from both wood & steel, sourced from one of Safe & Green Holdings factories and operated by SG Echo. For more information, visit www.safeandgreenholdings.com.
Safe Harbor Statement
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding plans to spin-off the Company’s real estate development subsidiary SG DevCo into an independently-listed Nasdaq company. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to spin out Safe and Green Development Corporation as planned, and the other factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K, and in the Form 10 registration statement filed by SG DevCo. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
Crescendo Communications, LLC