LIQDQ Liquid Holdings Group Inc (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 27, 2016

 

 

LIQUID HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-36024	46-3252142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

111 River Street

Suite 1204

Hoboken, New Jersey 07030

(Address of principal executive offices) (Zip code)

 

 

Registrant’s telephone number, including area code: (212) 293-1836

 

Not Applicable

 (Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.03

Bankruptcy or Receivership.

 

On January 27, 2016, Liquid Holdings Group, Inc. (the “Company”) and Liquid Prime Holdings, LLC, the Company’s subsidiary (collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and the filings therein. The Debtors have obtained a Bankruptcy Court order to jointly administer the Chapter 11 cases under the caption In re: Liquid Holdings Group, Inc., et al. Case No. 16-10202. The Debtors will continue to manage their properties and operate their businesses as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. To that end, on January 29, 2016, the Bankruptcy Court entered certain “first day” orders that will allow the Company to continue to conduct its business without interruption. These orders are designed primarily to minimize the impact on the Company’s operations, customers and employees.

 

Item 7.01

Regulation FD Disclosure.

 

On January 27, 2016, the Company issued a press release announcing that the Debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the Bankruptcy Code. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Information contained in Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press release issued by Liquid Holdings Group, Inc. on January 27, 2016

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LIQUID HOLDINGS GROUP, INC.
Date: February 2, 2016
	By:	/s/ Peter R. Kent
		Name: Peter R. Kent
		Title: Chief Executive Officer and Chief Financial Officer

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release issued by Liquid Holdings Group, Inc. on January 27, 2016

 

 

 

 

 

Exhibit 99.1

 

 

 

Liquid Files Voluntary Petition Under Chapter 11 of the Bankruptcy Code

 

HOBOKEN, N.J., Jan. 27, 2016 (GLOBE NEWSWIRE) -- Liquid Holdings Group, Inc. (OTC PINK:LIQD) (“Liquid” or the “Company”), a SaaS provider of investment management solutions for the buy side, announced today that it and its subsidiary Liquid Prime Holdings, LLC, each filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Court”) seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code. The Company believes the Chapter 11 process will provide the greatest flexibility to pursue viable options for asset sales or other alternatives.

 

Liquid will continue to operate the business as a debtor-in-possession in its Chapter 11 case. The Company has filed a series of first-day motions with the Court that will allow it to continue to conduct business without interruption. These motions are designed primarily to minimize the impact on the Company’s operations, customers and employees.

 

For access to Court documents and other general information about the Chapter 11 case, please visit http://www.deb.uscourts.gov.

 

The Company’s counsel in Chapter 11 is Blank Rome LLP. The Company has engaged Carl Marks Advisory Group, LLC as its bankruptcy financial advisor and SenaHill Advisors, LLC as its investment banker.

 

About Liquid Holdings Group

 

Liquid Holdings Group, Inc. (OTC PINK:LIQD) is a SaaS provider of investment management solutions to the buy side. The Liquid platform combines multi-asset order, execution and risk management with shadow NAV and investor reporting capabilities. Liquid goes a step further, backing its mission-critical front-office capabilities with managed services to transform manually intensive middle-office processes into an automated, seamless experience. The Company offers the Liquid platform or any of its components on a subscription basis to hedge fund managers, asset managers, family offices and financial institutions worldwide.

 

Liquid was named Best EMS and Best New Cloud Application by HFM, 2014 Best Global Risk Management Software Company and Best USA Global Risk Management Software Company by the readers of Hedgeweek, as well as 2014 Best Cloud Provider and Best Fin Tech Operations Startup by FTF News.

 

Headquartered in Hoboken, New Jersey, Liquid Holdings Group was formed in 2012. For more information, please visit www.liquidholdings.com.

 

Cautionary Statement Concerning Forward Looking Statements

 

This release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements include, among others, statements relating to the Chapter 11 process providing the greatest flexibility to the Company to pursue viable options for asset sales or other alternatives. These statements are based on our beliefs and assumptions, which in turn are based on currently available information. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement, including, but not limited to: (i) the outcome or timing of the Chapter 11 process, (ii) the effect of the Chapter 11 filings on our relationships with third parties and employees, (iii) proceedings that may be brought by third parties in connection with the Chapter 11 process, (iv) our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, and (v) our ability to maintain adequate liquidity to fund operations during the Chapter 11 process and thereafter. Many of these factors are beyond our ability to control or predict and you should be aware that the occurrence of certain events, including those referenced above and in the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013, in our subsequent Quarterly Reports on Form 10-Q, in Exhibits 99.2 and 99.3 to our Current Report on Form 8-K filed October 8, 2015, and Exhibit 99.1 to our Current Report on Form 8-K filed December 1, 2015 or in our other filings with the SEC, could harm our business, prospects, results of operations, liquidity and financial condition, could cause our stock price to decline significantly or could require us to scale back or cease operations. Except as required by applicable law, we are under no obligation to publicly update or revise any forward-looking statements.

 

CONTACT:

 

Liquid Investor Relations

ir@liquidholdings.com