Key Summary: F9 Investments proposed merging with LL Flooring, revoked offers due to financial decline, and nominated Thomas D. Sullivan, John Jason Delves, and Jill Witter for LL's board on November 14, 2023. Their nominees now urge a prompt annual meeting date. On April 24, 2024, LL announced an AGM on July 10, 2024, prompting revised submission deadlines. Sullivan submitted a second letter on May 2, 2024, nominating the Nominees for the Board election. On June 28, 2024, the company filed a Form 8-K revealing liquidity concerns and plans to sell its Sandston, Virginia distribution center. Despite F9's criticism over potential lease expenses, the company is negotiating with bidders, and F9 Investments expressed interest in the property. On July 1, 2024, F9 Investments stated that Glass Lewis has recommended that shareholders vote on F9’s GOLD proxy card “FOR” the election of F9’s three director nominees. At the AGM held on July 10, 2024, shareholders elected F9 Investments' nominees to the board.Market Cap: $31 million| LL Flooring Holdings, Inc., together with its subsidiaries, operates as a multi-channel specialty retailer of hard-surface flooring, and hard-surface flooring enhancements and accessories.
On May 30, 2023, F9 Investments and John Jason Delves (CTG)(together 9.4%) stated that they are in the process of initiating contact with LL Management and Board with the intent of exploring a possible combination between LL and CTG. They believed such a combined entity will better position LL's financial and competitive standing. Source
On August 17, 2023, F9 Investments sent a letter to the CEO and Chairperson of the Board stating that due to the company's declining financial performance and decreasing value, the previously proposed offer to purchase all outstanding shares of the company at $5.76 per share, initially presented on May 26, 2023, and confirmed on June 9, 2023, is now being revoked.
On November 14, 2023, F9 Investments delivered a letter to the company which contained a non-binding proposal to acquire all of the outstanding Common Stock of the Company for all cash consideration valuing the Common Stock at $3.00 per share. Also, Mr. Sullivan nominated each of himself, Mr. Delves and Jill Witter for election to the Board at the 2024 AGM.
On January 18, 2024, F9 Investments and John Jason Delves (together 8.8%) withdrew their offer to buy all LL shares at $3.00 each, initially proposed on November 14, 2023. This withdrawal was due to LL's precondition for engagement, which required agreements potentially limiting F9 and CTG's investment strategies in LL. Source
On April 11, 2024, F9 Investments's nominees Thomas D. Sullivan, John Jason Delves, and Jill Witter sent a letter to Richard J. Grossman of Skadden, Arps, Slate, Meagher & Flom LLP expressing their concerns on the company's failure to set a date for its 2024 annual meeting of stockholders and record date. The nominees demand prompt action to set these dates, stressing the importance of timely annual meetings.
On April 24, 2024, the company announced that it currently plans to hold the AGM on July 10, 2024 and that because the scheduled date is more than 30 days after the anniversary of its 2023 AGM, the company provided notice of certain revised deadlines for the submission of stockholder proposals. Mr. Sullivan therefore submitted a second letter to the company, dated May 2, 2024, nominating each of the Nominees for election to the Board at the Annual Meeting. Source
On May 20, 2024, F9 Investments filed proxy materials seeking support for its nominees.
On May 28, 2024, F9 Investments filed proxy materials seeking support for its nominees.
On May 31, 2024, F9 Investments filed proxy materials seeking support for its nominees.
On June 7, 2024, F9 Investments issued a letter to the shareholders criticizing the Board for ignoring serious financial issues and urged them to vote for their nominees.
On June 13, 2024, F9 Investments ( 8.85%) released a presentation highlighting the urgent need for change in the company's Board of Directors. The presentation detailed years of shareholder suffering due to operational failures, misaligned incentives, cost management issues, and a flawed sale process overseen by the Board. F9 nominated three directors with industry expertise and shareholder alignment to restore value and improve governance.
On June 25, 2024, F9 Investments stated that Donovan S. Royal, another significant shareholder independent of F9, has also expressed concerns about LL Flooring's current strategy and leadership. He criticized the Board for its failure to address the company's declining performance and supports F9's nominees. Source
On June 28, 2024, the company filed a Form 8-K revealing liquidity concerns and plans to sell its Sandston, Virginia distribution center to meet asset-backed facility thresholds for Q3 2024. Despite F9's criticism due to potential lease expenses, the company is negotiating with bidders. F9 Investments expressed interest in the property. If elected to LL's Board, F9's nominees will recuse themselves from related discussions. Source
On July 1, 2024, F9 Investments stated that Glass Lewis has recommended that shareholders vote on F9’s GOLD proxy card “FOR” the election of F9’s three director nominees – Thomas D. Sullivan, Jason Delves, and Jill Witter – and “WITHHOLD” from LL Flooring’s nominees Douglas T. Moore, Ashish Parmar, and Nancy M. Taylor in connection with the Company’s 2024 AGM to be held on July 10, 2024. Source
At the AGM held on July 10, 2024, shareholders elected John Jason Delves, Thomas D. Sullivan and Jill Witter (F9 Investments' nominees) as Class III directors of the board with terms expiring at LL’s 2027 AGM.
Comments