With much of its public business life concluded, as it’s now a part of United Federal Credit Union, Edgewater Bank is tying up all the little details of corporate life, before fading into history. Included is a $41 per share distribution to Edgewater shareholders prior to the UFCU purchase.
What happens when a bank, or other publicly owned business, merges into another and ceases operation?
Edgewater officials have put out a detailed news release that offers an interesting look behind the curtain of a business entity winding down its existence–crossing the t’s and dotting the i’s along the way:
Edgewater Bancorp, Inc. (the “Company”) (EGDW), the parent company of Edgewater Bank in dissolution, today announced that its Board of Directors has approved an initial distribution of $41.00 per share to its stockholders of record as of the close of business on November 8, 2021. The payment of the initial distribution will be initiated on November 9, 2021. This distribution will be made in accordance with the Company’s previously announced voluntary Plan of Dissolution that was approved by the Company’s stockholders at a special meeting of stockholders held on April 20, 2021. As further discussed below, the Company may make an additional distribution to stockholders.
Dissolution Plan Update
The Company is continuing to wind down its operations and resolve all outstanding liabilities and creditor claims. In light of current proposals to change the federal corporate tax rate, the Company has established various reserves in excess of the amount currently estimated for taxes in connection with the sale of Edgewater Bank. Upon obtaining additional information regarding federal corporate tax rates for 2021, the Company may make a second distribution. Any second distribution is not expected to exceed $2.44 per share and may occur during 2022.
The Company expects the final winding down process to take up to three years. During this period the Company will maintain a reserve for expenses, both known and unknown. After the distribution(s) to stockholders discussed above, and the settlement of any final claims and expenses, the Board of Directors may donate any remaining reserve funds to charitable organizations.
Termination of Trading on the OTC Pink Market
The Common Stock of Edgewater Bancorp Inc. no longer trades and is no longer quoted on the OTC Pink Market. After the close of business on November 8, 2021, the Company’s transfer agent will no longer process transfers in the Company’s stock.
The Company’s Paying Agent
The Company has appointed Computershare to serve as the Company’s paying agent for the distribution. You may contact Computershare with any question about your shares and the distribution. Below is the contact information for Computershare:
Computershare
Attn: Corporate Actions
P.O. Box 505004
Louisville KY 40233-5004
Phone: 1-800-546-5141
Stockholders who hold shares in book entry accounts at our transfer agent, Computershare, will receive checks in the amount of their cash distribution. Stockholders who hold shares through a broker or other DTC registered nominee will receive their cash distribution through their account at such broker or other nominee. Stockholders with any shares represented by certificates will receive a letter of transmittal with instructions on how to return their certificates in exchange for the cash distribution. In order to receive the $41.00 per share distribution, the stockholders who hold their shares in the form of stock certificates will be required to return their stock certificates.
