The Securities and Exchange Commission (SEC) has declared Armstrong's Registration Statement on Form 10 effective.
As previously announced, the distribution will be payable to Armstrong's shareholders of record as of 5 p.m. EST on the March 21 record date for the distribution. Armstrong expects to complete the pro rata distribution of all of the Armstrong Flooring (AFI) shares on April 1. Upon completion of the distribution, shareholders will retain their shares and will receive one AFI share for every two Armstrong shares held as of the record date, according to the company. Shareholders will receive cash in lieu of fractional AFI shares. Any holder of record who sells their shares of Armstrong on or before the distribution date of April 1 will be selling their entitlement of AFI to the buyer of their Armstrong shares. Holders are encouraged to speak with their financial advisor before selling their shares. Armstrong has applied to list its common stock on the New York Stock Exchange under the symbol "AFI."
The distribution is expected to be tax-free to Armstrong shareholders for U.S. federal income tax purposes. However, cash paid in lieu of fractional shares may be subject to federal income tax. No action is required by Armstrong shareholders to receive their AFI shares.
The distribution remains subject to the conditions set forth in the separation and distribution agreement between AWI and AFI, a form of which has been filed as an exhibit to AFI's Registration Statement on Form 10, including receipt of an opinion from Skadden, Arps, Slate, Meagher and Flom to the effect that the separation and distribution should qualify as a transaction that generally is tax-free to Armstrong and its shareholders for U.S. federal income tax purposes. Armstrong may also cancel or terminate the distribution if, at any time prior to the distribution, Armstrong's board of directors determines, in its sole discretion, that it is inadvisable to effect the distribution.
Following the separation, Armstrong will be made up of the Armstrong Building Products unit. In 2015, Armstrong Building Products generated approximately $1.3 billion of revenue, according to the company. Armstrong will continue to strengthen its leadership position in key domestic and international end markets by leveraging recently completed investments in expanded sales and manufacturing capabilities. It is well-positioned with attractive opportunities for enhanced growth and margins. With 3,700 team members worldwide, the company will operate 25 manufacturing facilities in nine countries including the Worthington Armstrong Venture (WAVE JV).