The purchase price for the 10% equity of THCG
and Tech LLC Shares is CDN 97,343.
For the six months ended June 30, 2001, THCG had a net loss of $29.
On July 6, 2001, THCG announced that its Board of Directors adopted a plan to completely liquidate its subsidiary, THCG, LLC, by means of the THCG Liquidating Trust (the "Trust"), a liquidating trust for the benefit of THCG's stockholders.
THCG and its subsidiaries contributed to THCG, LLC all of their direct and indirect rights and interests in any security acquired for investment, or acquired in connection with their provision of venture banking or venture development services, including any related promissory notes, contracts, agreements or instruments.
The holders of THCG's common stock that received Trust Units retained their shares of THCG's common stock and remain stockholders of THCG.
As a result of the establishment of the Trust, THCG no longer owns a substantial amount of the assets reflected on its consolidated balance sheet as of March 31, 2001.
To the extent that the fair market value of the Trust Units as of the Record Date exceeds THCG's current and accumulated earnings and profits, this excess will be treated (i) as a non taxable return of capital to each THCG stockholder to the extent of each THCG stockholder's adjusted basis in the THCG stock held by such stockholder and (ii) as a capital gain to the extent such excess exceeds the stockholder's adjusted basis.
They will be compensated for managing the Trust's assets with a "carried interest" equal to 20% of the proceeds received by THCG, LLC from the liquidation of any asset in excess of the original cost of such asset, after the payment of the liabilities of THCG, LLC, except for assets covered by an investment management agreement with Windy City, Inc.
Cause is defined as conviction of a felony, fraud adversely affecting the Liquidating Trust or THCG, LLC or a willful and substantial failure to perform duties or breach of obligation to the Liquidating Trust or THCG, LLC for 30 days after notice from the special committee.
If a trustee is removed, he will also be removed as a manager of THCG, LLC.
Both THCG and LTV seek to execute a definitive merger agreement by May 15, 2001, and expect to close the merger within 90 days after execution of the definitive agreement.
As previously announced, THCG continues to evaluate establishing a liquidating trust to liquidate THCG's investment securities for the benefit of THCG's shareholders.