Luminent Mortgage Capital, Inc. Announces Proposed Restructuring and Files 2007 Form 10-K
01 Aprile 2008 - 12:44AM
PR Newswire (US)
PHILADELPHIA, March 31 /PRNewswire-FirstCall/ -- An affiliated
company of Luminent Mortgage Capital, Inc. (NYSE:LUM) filed a Form
S-4 registration statement with the Securities and Exchange
Commission on Friday, March 28, 2008 with respect to the Company's
proposed conversion to a publicly traded partnership and other
matters. In addition, the Company filed its Form 10-K for the year
ended December 31, 2007 on Friday, March 28, 2008. The Company
believes that maintaining its qualification as a real estate
investment trust, or REIT, is no longer beneficial to it or its
stockholders. Accordingly, the Company's board of directors has
approved a restructuring whereby the Company will convert from a
Maryland corporation qualified as a REIT to a Delaware limited
liability company that would be considered a publicly traded
partnership taxable as a partnership, or PTP. The Company believes
that the restructuring is in the best interests of its
stockholders, and that since the PTP will not be required to comply
with the REIT income and asset tests and distribution requirements,
it will significantly enhance its flexibility for investment
diversification and cash management. In addition, following the
restructuring, the PTP plans to diversify and offer fee-based
services, including credit risk management, asset management
advisory services and sub-manager services for investment funds.
These fee-based activities generally will be conducted through
corporate subsidiaries that would be subject to corporate income
tax. The restructuring is subject to stockholder approval and, if
approved, it is expected that the restructuring will be completed
in the second quarter of 2008. The proposed restructuring will
result in each share of currently issued and outstanding Luminent
Mortgage Capital, Inc. common stock being exchanged for one-third
of a newly issued common share of the PTP. The Company's Form 10-K
filing as well as Luminent LLC's Form S-4 filing can be found on
Luminent's website at: http://www.luminentcapital.com/. This news
release and Luminent's filings with the Securities and Exchange
Commission contain forward-looking statements that predict or
describe future events or trends. The matters described in these
forward-looking statements are subject to known and unknown risks,
uncertainties and other unpredictable factors, many of which are
beyond Luminent's control and are based on the information
currently available to Luminent's management. Luminent faces many
risks that could cause its actual performance to differ materially
from the results expressed or implied by its forward-looking
statements, including, without limitation, the possibilities that
interest rates may change, that principal payment rates may change,
that Luminent may experience unanticipated margin calls, that the
collateral securing its indebtedness may become illiquid with a
resulting drop in value, that Luminent may not be able to maintain
its qualification as a REIT for federal income tax purposes, that
Luminent may experience the risks associated with investing in real
estate, including changes in business conditions and the general
economy, and that Luminent's strategies may not be effective
(including portfolio management and hedging strategies and strategy
to protect net interest spreads). Luminent's filings with the
Securities and Exchange Commission contain a more complete
description of these and many other risks to which Luminent is
subject. Because of those risks, Luminent's actual results,
performance or financial condition may differ materially from the
results, performance or financial condition contemplated by its
forward-looking statements. The information set forth in this news
release represents management's current expectations and
intentions. Luminent assumes no responsibility to update or revise
any forward-looking statements, whether as a result of new
information, future developments or otherwise. ADDITIONAL
INFORMATION Luminent LLC has filed a Form S-4 registration
statement with the SEC, which contains a preliminary proxy
statement/prospectus relating to the Company's 2008 annual meeting
of stockholders and other relevant documents in connection with the
proposed restructuring. The definitive proxy statement/prospectus
will be mailed to the stockholders of the Company when it becomes
available. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The contents of this press release is qualified in its
entirety to the appropriate documents filed with the SEC on Form
10-K and Form S-4 referenced above. The proxy statement/prospectus
and other relevant materials, when they become available, may be
obtained free of charge at the SEC's web site at
http://www.sec.gov/. In addition, investors and stockholders may
obtain free copies of the documents by contacting Karen Chang,
Luminent Mortgage Capital, Inc., One Commerce Square, 21st floor,
2005 Market Street, Philadelphia, PA 19103; telephone: (215)
564-5900. The Company and its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information concerning such
participants' ownership of the Company's common stock will be set
forth in the proxy statement/prospectus when it becomes available.
This communication does not constitute an offer of any securities
for sale. Contact: Karen Chang Senior Vice President & Chief
Financial Officer Phone: (215) 564-5900 Email: DATASOURCE: Luminent
Mortgage Capital, Inc. CONTACT: Karen Chang, Senior Vice President
& Chief Financial Officer of Luminent Mortgage Capital, Inc.,
+1-215-564-5900, Web site: http://www.luminentcapital.com/
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