1847 Holdings Announces Board Approval of Exchange Offer for Common Stock in Exchange for Newly Issued Series G Preferred Shares

Rhea-AI Summary

1847 Holdings (NYSE:EFSH) has announced a board-approved exchange offer where holders of common shares can exchange their stock for newly issued Series G preferred shares. The offer allows exchanging up to 26,008,978 common shares at a 1:1 ratio.

The Series G preferred shares will have a stated value of $0.15 and carry a 15% annual cumulative cash dividend. The company maintains the option to redeem these preferred shares at 110% of their stated value. The preferred shares are convertible into common shares at $2.40 per share, subject to certain restrictions.

Key conditions include maintaining at least 300 public holders and 500,000 common shares outstanding post-offer. The exchange will only proceed if the minimum threshold of 26,008,978 common shares is met.

Positive

• 15% annual cumulative cash dividend on preferred shares
• Company can redeem preferred shares at 110% of stated value
• Fixed conversion price of $2.40 per share with no variable rate

Negative

• Stated value of preferred shares at $0.15 indicates significant discount to common shares
• Exchange offer could reduce market liquidity for remaining common shareholders
• Minimum exchange requirement of 26,008,978 shares suggests significant restructuring

NEW YORK CITY, NY / ACCESS Newswire / April 2, 2025 / 1847 Holdings LLC (NYSE American:EFSH) ("1847 Holdings" or the "Company") today announced that its board of directors has approved an exchange offer (the "Offer") to holders of its common shares ("Common Shares"), to exchange 26,008,978 of its Common Shares for an equal number of newly issued Series G preferred shares ("Preferred Shares"). Each exchanged Common Share in this Offer may be exchanged for one (1) Preferred Share.

The Offer will be made on the terms and subject to the conditions set forth in the Company's Offer to Exchange (as amended or supplemented from time to time, this "Offer to Exchange") and the related exchange offer materials (collectively, the "Offer Documents"). As soon as the Exchange Offer commences, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which will include an Exchange Offer and related letter of transmittal. A shareholder who desires to exchange Common Shares must exchange all of his, her, or its Common Shares. The Company will not accept any Common Shares if doing so would result in there being fewer than 300 public holders of the Company's Common Shares upon the closing of the Offer or if it would result in there being less than 500,000 common shares outstanding following the Offer. The closing of the Offer will be conditioned on the exchange of at least 26,008,978 Common Shares sought in this Offer.

Preferred Shares are expected to have a stated value of $0.15, subject to adjustments for share splits, mergers, recapitalizations, and similar events. The Preferred Shares will carry a 15% annual cumulative cash dividend on their stated value, payable annually. The Company may, at its sole option, redeem the Preferred Shares at 110% of their stated value at any time. Subject to certain restrictions that will be described in the Offer Documents and in the Company's governing documents, each Preferred Share is convertible into Common Shares at a conversion price of $2.40 per share (subject to adjustment for stock splits, stock combinations, recapitalizations and similar transactions), with no variable rate or floating conversions.

Mr. Ellery W. Roberts, CEO of 1847, commented, "By exchanging their common shares for newly issued Series G Preferred Shares, we believe that holders will receive a security that has a stated value that is priced at a premium over the current share price, along with a 15% annual dividend we expect will be supported by our future cash flows."

This press release is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell, or a recommendation regarding any securities. Any such offer, solicitation, or recommendation will be made solely by means a Schedule TO and related Offer Documents filed with the Securities and Exchange Commission ("SEC"). COMMON SHAREHOLDERS ARE URGED TO READ THE SCHEDULE TO AND OFFER DOCUMENTS AND ANY SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE EXCHANGE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SHARES. When filed, Common shareholders may obtain a free copy of any of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Company or obtaining the same from the Company's website at www.1847holdings.com.

About 1847 Holdings

1847 Holdings LLC (NYSE American:EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings' investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as "solid" for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings' ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.

For the latest insights, follow 1847 on Twitter.

Forward Looking Statements

This press release may contain information about 1847 Holdings' view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in "Risk Factors" included in our SEC filings.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EFSH@crescendo-ir.com

SOURCE: 1847 Holdings LLC

View the original press release on ACCESS Newswire

FAQ

What are the key terms of EFSH's Series G preferred shares exchange offer?

Shareholders can exchange common shares 1:1 for Series G preferred shares, which offer a 15% annual dividend and $0.15 stated value. The preferred shares are convertible to common shares at $2.40 per share.

How many common shares is EFSH seeking to exchange in this offer?

EFSH is seeking to exchange 26,008,978 common shares for an equal number of Series G preferred shares.

What is the minimum requirement for EFSH's exchange offer to proceed?

The exchange offer requires a minimum of 26,008,978 common shares to be tendered and must maintain at least 300 public holders and 500,000 common shares outstanding.

What dividend rate do EFSH's new Series G preferred shares offer?

The Series G preferred shares offer a 15% annual cumulative cash dividend on their stated value, payable annually.