This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

USG Corporation Amends Rights Plan To Lower Threshold To 4.9% To Protect Tax Benefits

Stocks in this article: USG

USG Corporation (NYSE: USG), a leading building products company, announced today that its Board of Directors amended the Corporation’s existing stockholder rights plan to lower the ownership threshold to a level that could provide protection to USG’s net operating loss carryforwards (“NOLs”) and related deferred tax assets. The amendment reduces the ownership threshold under USG's shareholder rights plan from 15 percent to 4.9 percent until March 22, 2016 (or earlier, if the Board determines that the amendment is no longer necessary to protect the NOLs).

USG has over $2 billion in NOLs, a portion of which would be at risk if an “ownership change” under Internal Revenue Code Section 382 were to occur. An “ownership change” occurs if, during a rolling three-year period, the cumulative percentage of stock owned by one or more 5-percent shareholders, which would include those who have acquired their shares in the public market, has increased by more than 50 percentage points.

“After careful consideration, we have determined that it is in the best interests of the company and our stockholders to modify the beneficial ownership threshold under our rights plan,” said USG Corporation Chairman, President and CEO James S. Metcalf. “The NOLs are a valuable asset of USG. We are taking these steps in an effort to maximize our ability to offset income that we expect to generate in the future.”

The rights plan, as amended, is designed to deter any person or group from acquiring beneficial ownership of more than 4.9 percent of USG's common stock. The rights plan amendment exempts stockholders whose current beneficial ownership exceeds 4.9 percent so long as they do not acquire any additional shares of common stock, subject to specified exceptions.

Additional information regarding the amendment is contained in a Current Report on Form 8-K and in an amendment to a Registration Statement on Form 8-A that USG filed today with the Securities and Exchange Commission. These filings are available on the SEC's Web site at www.sec.gov.

About USG

USG Corporation is a manufacturer and distributor of high-performance building systems through its United States Gypsum Company, USG Interiors, LLC, L&W Supply Corporation and other subsidiaries. Headquartered in Chicago, USG’s worldwide operations serve the commercial, residential, and repair and remodel construction markets. USG’s wall, ceiling, flooring and roofing products provide leading-edge building solutions for customers, while L&W Supply branch locations efficiently stock and deliver building materials nationwide. For additional information, visit the USG website at www.usg.com.



1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Jim Cramer and Stephanie Link reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

Jim Cramer's protégé, David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
Try it NOW
Try it NOW
Try it NOW

Check Out Our Best Services for Investors

Dividend Stock Advisor

Jim Cramer's protégé, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
Try it NOW
Try it NOW
Try it NOW
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!

Markets

DOW 17,672.60 -141.38 -0.79%
S&P 500 2,051.82 -11.33 -0.55%
NASDAQ 4,757.8790 +7.4820 0.16%

Partners Compare Online Brokers

Free Reports

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs