Item 9.01 Financial Statements and Exhibits.
Pursuant to the rules and
regulations of the SEC, the Company has filed the Agreements and the press release as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9
and 99.1, respectively, to this Current Report on Form 8-K.
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the U.S. Securities and Exchange
Commission (“SEC”).
FORWARD-LOOKING STATEMENTS:
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to, any statements
relating to our expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that
are not historical facts. These statements may be preceded by, followed by or include the words “aim,” “anticipate,”
“believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,”
“outlook,” “plan,” “potential,” “project,” “projection,” “seek,”
“can,” “could,” “may,” “should,” “would,” will,” the negatives thereof
and other words and terms of similar meanings. These forward-looking statements are based on the Company’s current expectations
and beliefs concerning future developments and their potential effects on the Company or any successor entity of the transaction and include
statements concerning the expected timing of closing the transaction. Many factors could cause actual future events to differ materially
from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the Atlantic Sale,
(iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreements, (iv) the effect
of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally,
and (v) risks that the transaction disrupts current plans and operations of the Company. There is no assurance that any forward-looking
statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only
as of this date. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any
such statement is based, except as required by law.
Additional Information and Where to Find It
A full description of the terms of the Atlantic
Sale and the plan of liquidation will be provided in proxy statement to be filed with the Securities and Exchange Commission (“SEC”)
by the Company that will include a proxy statement with respect to the stockholder meeting of the Company to vote on a plan of liquidation.
The Company urges investors, stockholders and other interested persons to read, when available, the preliminary proxy statement, as well
as other documents filed with the SEC, because these documents will contain important information about the Company, the Atlantic Sale
and the plan of liquidation. The definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established
for voting on the plan of liquidation. Once available, stockholders will also be able to obtain a copy of the proxy statement, and other
documents filed with the SEC without charge by directing a request to: 500 East Broward Boulevard, Suite 1900 Fort Lauderdale, FL 33394,
or via email at investors@lmpah.com. The preliminary and definitive proxy statement can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
No Offer or Solicitation
This Current Report on Form 8-K does not constitute
an offer or invitation for the sale or purchase of securities, assets or the business described herein or a commitment to the Company,
nor is it a solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the Atlantic Sale, the
plan of liquidation or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law.
Participants in Solicitation
The Company, and its respective directors and executive
officers, may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the plan of liquidation.
Information about the directors and executive officers of the Company is set forth in the Company’s filings with the SEC. Additional
information regarding the identity of all potential participants in the solicitation of proxies to the Company’s stockholders in
connection with the Atlantic Sale and plan of liquidation and other matters to be voted upon at the special meeting, and their direct
and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement, when it becomes available.