B. Riley Financial
Oct 2, 2009
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Great American Announces Exchange Offer for its Outstanding Warrants; Warrants Not Exchanged to be Redeemed

Great American Announces Exchange Offer for its Outstanding Warrants; Warrants Not Exchanged to be Redeemed

Great American Announces Exchange Offer for its Outstanding Warrants; Warrants Not Exchanged to be Redeemed

WOODLAND HILLS, CA (October 2, 2009) – Great American Group, Inc. (OTCBB: GAMR) (“Great American” or the “Company”) announced today the commencement of an exchange offer (the “Exchange Offer”) for all of its outstanding warrants to purchase shares of its common stock with an exercise price of $7.50 per share (CUSIP No. 38984G 112) (the “Warrants”). Subject to the terms and conditions of the Exchange Offer, including the satisfaction of the Minimum Tender Condition (defined below), Warrants that are validly tendered and not validly withdrawn in the Exchange Offer will be exchanged for warrants to purchase shares of Great American common stock with an exercise price of $11.00 per share which expire on November 15, 2012 (the “New Warrants”). The Company expects that the New Warrants will be quoted on the OTC Bulletin Board.

Great American also announced today that all Warrants not properly tendered and accepted in the Exchange Offer will be redeemed for $0.50 each (the “Redemption Consideration”) on October 29, 2009 (the “Warrant Redemption”) pursuant to the terms of the agreement governing the warrants, as amended. After October 29, 2009, the Warrants will represent only the right to receive the Redemption Consideration. Holders of Warrants that are validly tendered and not validly withdrawn prior to the Expiration Date will not be entitled to the Redemption Consideration unless the Minimum Tender Condition is not met and the Exchange Offer is not consummated. The Exchange Offer will expire at 11:59 p.m., New York City time, on October 30, 2009, unless extended (such time and date, as it may be extended, the “Expiration Date”). One of the conditions to the Company’s obligation to consummate the Exchange Offer is that a minimum of 23,012,500 Warrants, or 50% of the outstanding Warrants, must be validly tendered for exchange and not validly withdrawn prior to the Expiration Date (the “Minimum Tender Condition”). Warrants tendered in the Exchange Offer may be withdrawn at any time prior to the Expiration Date, but may not be withdrawn after such time. The New Warrants will be issued promptly after the Expiration Date.

The prospectus dated October 2, 2009 (the “Prospectus”) and other documents relating to the Exchange Offer will be distributed to holders of Warrants. Holders of Warrants who desire copies of the Prospectus and other documents relating to the Exchange Offer should contact the Information Agent for the Exchange Offer, Morrow & Co., LLC, at (800) 607-0088 (for warrantholders) or (800) 662-5200 (for banks and brokerages).

This news release is neither an offer to purchase nor a solicitation of an offer to sell the Warrants nor an offer to sell the New Warrants. The Exchange Offer is made only by, and pursuant to the terms set forth in, the Prospectus, and the information in this news release is qualified by reference to the Prospectus and the accompanying Letter of Transmittal. Subject to applicable law, Great American may amend, extend or terminate the Exchange Offer. Persons with questions regarding the Exchange Offer should contact the Information Agent, Morrow & Co., LLC, at (800) 607-0088 (for warrantholders) or (800) 662-5200 (for banks and brokerages).

About Great American

Great American is a leading provider of asset disposition solutions and valuation and appraisal services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional service firms.

Forward-Looking Statements

This press release may contain forward-looking statements by Great American that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in Great American’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in Great American’s proxy statement/prospectus dated July 17, 2009 and filed with the SEC on July 20, 2009. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and Great American undertakes no duty to update this information.

Investor Contact: Paul Erickson
818-884-3737
perickson@greatamerican.com

Press Contact: Laura Wayman
847-444-1400 ext. 312
lwayman@greatamerican.com