Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
14 6월 2024 - 6:00AM
Edgar (US Regulatory)
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OMB
APPROVAL |
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UNITED
STATES |
OMB Number:
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3235-0145 |
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SECURITIES
AND EXCHANGE COMMISSION |
Expires: |
February 28,
2009 |
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Washington,
D.C. 20549 |
Estimated
average |
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burden
hours per response: |
14.5 |
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SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 30)*
IES
Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
44951W 10 6
(CUSIP Number)
Jeffrey L. Gendell
1 Sound Shore Drive, Suite 304
Greenwich,
Connecticut 06830
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11,
2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 44951W 10 6 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Tontine Capital Partners, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
¨ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship or Place of Organization Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power |
-0- |
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|
8. |
Shared Voting Power |
5,617,723 |
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9. |
Sole Dispositive Power |
-0- |
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10. |
Shared Dispositive Power |
5,617,723 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,617,723 |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row (11) 27.8% |
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14. |
Type of Reporting Person (See Instructions) PN |
CUSIP
No. 44951W 10 6 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Tontine Capital Management, L.L.C. |
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2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions) WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship
or Place of Organization Delaware |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
1,910,529 |
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|
8. |
Shared
Voting Power |
5,617,723 |
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|
9. |
Sole
Dispositive Power |
1,910,529 |
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10. |
Shared
Dispositive Power |
5,617,723 |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 7,528,252 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) 37.2% |
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14. |
Type
of Reporting Person (See Instructions) OO |
CUSIP No. 44951W 10 6 |
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|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Management, L.L.C. |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions) WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization Delaware |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
1,410,162 |
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|
8. |
Shared
Voting Power |
-0- |
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|
9. |
Sole
Dispositive Power |
1,410,162 |
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10. |
Shared
Dispositive Power |
-0- |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,410,162 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent
of Class Represented by Amount in Row (11) 7.0% |
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|
14. |
Type
of Reporting Person (See Instructions) OO |
CUSIP
No. 44951W 10 6 |
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|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Overseas Master
Fund II, L.P. |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions) WC |
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|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship
or Place of Organization Delaware |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
-0- |
|
|
8. |
Shared
Voting Power |
1,260,506 |
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9. |
Sole
Dispositive Power |
-0- |
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10. |
Shared
Dispositive Power |
1,260,506 |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,260,506 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent
of Class Represented by Amount in Row (11) 6.2% |
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|
14. |
Type of Reporting
Person (See Instructions) PN |
CUSIP
No. 44951W 10 6 |
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|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Asset Associates, L.L.C. |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions) WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship
or Place of Organization Delaware |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
96,891 |
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|
8. |
Shared
Voting Power |
1,260,506 |
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9. |
Sole
Dispositive Power |
96,891 |
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|
10. |
Shared
Dispositive Power |
1,260,506 |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,357,397 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent
of Class Represented by Amount in Row (11) 6.7% |
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|
14. |
Type
of Reporting Person (See Instructions) OO |
CUSIP
No. 44951W 10 6 |
|
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Associates, L.L.C. |
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|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
x |
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|
(b) |
¨ |
|
|
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions) WC |
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
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6. |
Citizenship
or Place of Organization Delaware |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
642,057 |
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|
8. |
Shared
Voting Power |
-0- |
|
|
9. |
Sole
Dispositive Power |
642,057 |
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|
10. |
Shared
Dispositive Power |
-0- |
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|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 642,057 |
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|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent
of Class Represented by Amount in Row (11) 3.2% |
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14. |
Type
of Reporting Person (See Instructions) OO |
CUSIP
No. 44951W 10 6 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Overseas GP, L.L.C. |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
x |
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(b) |
¨ |
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|
3. |
SEC
Use Only |
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|
4. |
Source
of Funds (See Instructions) WC |
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship
or Place of Organization Delaware |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
47,284 |
|
|
8. |
Shared
Voting Power |
-0- |
|
|
9. |
Sole
Dispositive Power |
47,284 |
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|
10. |
Shared
Dispositive Power |
-0- |
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|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 47,284 |
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|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent
of Class Represented by Amount in Row (11) 0.2% |
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|
14. |
Type
of Reporting Person (See Instructions) OO |
CUSIP
No. 44951W 10 6 |
|
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey L. Gendell |
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|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
x |
|
|
(b) |
¨ |
|
|
3. |
SEC
Use Only |
|
|
4. |
Source
of Funds (See Instructions) OO |
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6. |
Citizenship
or Place of Organization United States |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
199,693 |
|
|
8. |
Shared
Voting Power |
10,985,152 |
|
|
9. |
Sole
Dispositive Power |
199,693 |
|
|
10. |
Shared
Dispositive Power |
10,985,152 |
|
|
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 11,184,845 |
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
|
13. |
Percent
of Class Represented by Amount in Row (11) 55.3% |
|
|
14. |
Type
of Reporting Person (See Instructions) IN |
Item 1. |
Security and Issuer |
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This Amendment No. 30 to Schedule 13D is being
filed by the Reporting Persons to amend the Schedule 13D originally filed by certain of the Reporting Persons on May 18, 2006
(the “Original 13D”), as amended on August 25, 2006, January 11, 2007, September 7, 2007, December 19,
2007, March 5, 2008, November 10, 2008, October 23, 2009, February 3, 2010, March 10, 2010, May 13,
2010, February 11, 2011, July 21, 2011, September 17, 2013, March 5, 2014, August 15, 2014, October 5,
2015, December 24, 2015, March 25, 2016, August 10, 2016, October 5, 2016, December 14, 2018, January 11,
2019, June 26, 2020, October 9, 2020, February 26, 2021, December 16, 2022, September 8, 2023, February 16,
2024 and March 15, 2024 (the Original 13D, together with the amendments, the “Schedule 13D”) with respect to the
common stock, par value of $.01 per share (the “Common Stock”), of IES Holdings, Inc. (the “Company”). The
principal executive offices of the Company are located at 2 Riverway, Suite 1730, Houston, Texas 77056. |
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Item 2. |
Identity and Background |
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(a) |
This statement
is filed by: |
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(i) Tontine Capital Partners,
L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it; |
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(ii) Tontine Capital Management,
L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by it
and by TCP; |
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(iii) Tontine Management,
L.L.C., a Delaware limited liability company (“TM”), with respect to the shares of Common Stock directly owned by it; |
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(iv) Tontine Capital Overseas
Master Fund II, L.P. a Delaware limited partnership (“TCP 2”) with respect to shares of Common Stock directly owned by
it; |
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(v) Tontine Asset Associates,
L.L.C., a Delaware limited liability company (“TAA”), with respect to the shares of Common Stock directly owned by it
and by TCP 2; |
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(vi) Tontine Associates,
L.L.C., a Delaware limited liability company (“TA”), with respect to shares of Common Stock directly owned by it; |
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(vii) Tontine Capital
Overseas GP, L.L.C., a Delaware limited liability company (“TCO”), with respect to shares of Common Stock directly owned
by it; and |
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(viii) Jeffrey L. Gendell
(“Mr. Gendell”) with respect to the shares of Common Stock, and phantom stock units (“PSUs”) convertible
into Common Stock, directly owned by him and the shares of Common Stock directly owned by each of TCP, TCM, TM, TCP 2, TAA, TA and
TCO. |
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TCP, TCM, TM, TCP 2, TAA, TA,
TCO and Mr. Gendell are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party. |
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(b) |
The address of the principal
business and principal office of each of TCP, TCM, TM, TCP 2, TAA, TA and TCO is 1 Sound Shore Drive, Suite 304, Greenwich,
Connecticut 06830. The business address of Mr. Gendell is 1 Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830. |
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(c) |
The principal business
of each of TCP and TCP 2 is serving as a private investment limited partnership. The principal business of TCM is serving as the
general partner of TCP. The principal business of TM is serving as the general partner of an investment fund affiliated with the
Reporting Persons. The principal business of TAA is serving as the general partner of TCP 2. The principal business of TA is to serve
as the fund manager of an investment fund affiliated with the Reporting Persons. The principal business of TCO is that of managing
its assets. Mr. Gendell serves as the managing member of TCM, TM, TA, TCO and TAA. |
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(d) |
None of the Reporting Persons
has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
None of the Reporting Persons
has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
|
(f) |
Each of TCP and
TCP 2 is a limited partnership organized under the laws of the State of Delaware. Each of TCM, TM, TAA, TA and TCO is a limited liability
company organized under the laws of the State of Delaware. Mr. Gendell is a United States citizen. |
Item 3. |
Source and Amount of Funds or
Other Consideration |
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|
All securities of the Company owned by the Reporting
Persons were purchased with working capital and on margin or, with respect to certain securities owned directly by Mr. Gendell,
were granted to Mr. Gendell by the Company for service as a member of the Company’s Board of Directors or in connection
with his service as the Company’s Chief Executive Officer pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan
as amended and restated through February 9, 2016 (the "Equity Incentive Plan"). The Reporting Persons’
margin transactions are with UBS Securities LLC and CF Secured, LLC, on each such firm’s usual terms and conditions. All
or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such
loans bear interest at a rate based upon the broker’s call rate from time to time in effect. Such indebtedness may
be refinanced with other banks or broker dealers. |
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Item 4. |
Purpose of Transaction |
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On
March 6, 2024, TCP 2 entered into a Sales Plan (the “10b5-1 Plan”) with Cantor Fitzgerald & Co. (“Cantor”)
that is intended to comply with the requirements of Rule 10b5(1)-(c) promulgated under the Act. Pursuant to the 10b5-1 Plan,
TCP 2 directed Cantor to seek to dispose up to 200,000 shares of Common Stock held by TCP 2 during a period (i) commencing on
the later of (A) the 90th day following adoption of the 10b5-1 Plan and (B) the third trading day following the filing of the
Company’s Form 10-Q for the fiscal quarter ending March 31, 2024 (but no later than the 120th day following adoption of
the 10b5-1 Plan) and (ii) ending March 7, 2025. As of June 12, 2024, Cantor sold on TCP 2’s behalf all of the 200,000
shares of Common Stock to be sold under the 10b5-1 Plan in the transactions described in the table below.
|
Transaction
Date | |
Number of
Shares | | |
Weighted
Average Price
Per Share | | |
Low | | |
High | |
June 4, 2024 | |
| 17,279 | | |
$ | 134.87 | | |
$ | 134.40 | | |
$ | 135.39 | |
June 4, 2024 | |
| 8,342 | | |
$ | 135.67 | | |
$ | 135.40 | | |
$ | 136.19 | |
June 4, 2024 | |
| 3,400 | | |
$ | 137.80 | | |
$ | 137.39 | | |
$ | 138.24 | |
June 4, 2024 | |
| 625 | | |
$ | 138.42 | | |
$ | 138.41 | | |
$ | 138.45 | |
June 4, 2024 | |
| 1.653 | | |
$ | 140.12 | | |
$ | 139.73 | | |
$ | 140.25 | |
June 4, 2024 | |
| 500 | | |
$ | 142.52 | | |
$ | 142.50 | | |
$ | 142.77 | |
June 4, 2024 | |
| 697 | | |
$ | 145.13 | | |
$ | 144.50 | | |
$ | 145.49 | |
June 5, 2024 | |
| 3,214 | | |
$ | 134.91 | | |
$ | 134.58 | | |
$ | 135.32 | |
June 5, 2024 | |
| 3,229 | | |
$ | 137.04 | | |
$ | 136.30 | | |
$ | 137.29 | |
June 5, 2024 | |
| 23,811 | | |
$ | 137.81 | | |
$ | 137.30 | | |
$ | 138.25 | |
June 5, 2024 | |
| 2,972 | | |
$ | 138.53 | | |
$ | 138.31 | | |
$ | 139.05 | |
June 6, 2024 | |
| 9,312 | | |
$ | 130.89 | | |
$ | 130.45 | | |
$ | 131.44 | |
June 6, 2024 | |
| 1,163 | | |
$ | 131.78 | | |
$ | 131.54 | | |
$ | 132.20 | |
June 6, 2024 | |
| 2,270 | | |
$ | 133.65 | | |
$ | 133.23 | | |
$ | 134.01 | |
June 6, 2024 | |
| 1,416 | | |
$ | 134.76 | | |
$ | 134.25 | | |
$ | 135.00 | |
June 6, 2024 | |
| 400 | | |
$ | 136.07 | | |
$ | 135.36 | | |
$ | 136.33 | |
June 7, 2024 | |
| 6,171 | | |
$ | 127.24 | | |
$ | 126.71 | | |
$ | 127.70 | |
June 7, 2024 | |
| 13,848 | | |
$ | 128.26 | | |
$ | 127.71 | | |
$ | 128.70 | |
June 7, 2024 | |
| 4,394 | | |
$ | 128.96 | | |
$ | 128.71 | | |
$ | 129.52 | |
June 7, 2024 | |
| 1,730 | | |
$ | 130.24 | | |
$ | 130.06 | | |
$ | 130.80 | |
June 10, 2024 | |
| 1,566 | | |
$ | 126.50 | | |
$ | 126.20 | | |
$ | 126.72 | |
June 10, 2024 | |
| 3,172 | | |
$ | 127.89 | | |
$ | 127.22 | | |
$ | 128.21 | |
June 10, 2024 | |
| 1,128 | | |
$ | 128.45 | | |
$ | 128.22 | | |
$ | 129.08 | |
June 10, 2024 | |
| 13,259 | | |
$ | 129.80 | | |
$ | 129.22 | | |
$ | 130.21 | |
June 10, 2024 | |
| 23,388 | | |
$ | 130.65 | | |
$ | 130.22 | | |
$ | 131.18 | |
June 10, 2024 | |
| 1,936 | | |
$ | 131.50 | | |
$ | 131.27 | | |
$ | 131.93 | |
June 11, 2024 | |
| 5,000 | | |
$ | 125.24 | | |
$ | 125.00 | | |
$ | 125.91 | |
June 11, 2024 | |
| 7,170 | | |
$ | 126.59 | | |
$ | 126.02 | | |
$ | 127.01 | |
June 11, 2024 | |
| 8,919 | | |
$ | 127.44 | | |
$ | 127.03 | | |
$ | 128.02 | |
June 11, 2024 | |
| 2,436 | | |
$ | 128.29 | | |
$ | 128.03 | | |
$ | 128.71 | |
June 11, 2024 | |
| 500 | | |
$ | 129.09 | | |
$ | 129.09 | | |
$ | 129.09 | |
June 11, 2024 | |
| 100 | | |
$ | 130.45 | | |
$ | 130.45 | | |
$ | 130.45 | |
June 12, 2024 | |
| 9,300 | | |
$ | 131.88 | | |
$ | 131.50 | | |
$ | 132.46 | |
June 12, 2024 | |
| 9,100 | | |
$ | 132.91 | | |
$ | 132.50 | | |
$ | 133.49 | |
June 12, 2024 | |
| 1,200 | | |
$ | 134.41 | | |
$ | 134.13 | | |
$ | 134.80 | |
June 12, 2024 | |
| 5,400 | | |
$ | 135.58 | | |
$ | 135.16 | | |
$ | 135.89 | |
|
Additionally, on May 23, 2024 and May 24, 2024, TCP sold a total of 25,000 shares of Common Stock in the transactions described in the
table below. |
Transaction
Date | |
Number of
Shares | | |
Weighted
Average Price
Per Share | | |
Low | | |
High | |
May 23, 2024 | |
| 3,251 | | |
$ | 160.50 | | |
$ | 160.50 | | |
$ | 160.50 | |
May 24, 2024 | |
| 19,255 | | |
$ | 160.92 | | |
$ | 160.24 | | |
$ | 161.12 | |
May 24, 2024 | |
| 2,494 | | |
$ | 161.41 | | |
$ | 161.25 | | |
$ | 161.50 | |
|
The Reporting Persons acquired their shares of Common
Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and
the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company’s
Board of Directors or as the Company’s Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting
Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind
to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons
may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell
pursuant to the Equity Incentive Plan or otherwise. |
|
|
|
As discussed in this Schedule 13D, the Reporting Persons own approximately 55.3% of the Company’s outstanding Common Stock
and can control the Company’s affairs, including (i) the election of directors who in turn appoint management, (ii) any
action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company’s corporate
charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain
decisions affecting the Company’s capital structure. |
|
|
|
Mr. Gendell has served as a member of the Company’s Board of Directors and as Chairman of the Board since November 2016.
Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and has served
as Chief Executive Officer of the Company since October 1, 2020. While serving in such capacities, Mr. Gendell may have the ability
to affect the composition of the Company’s management and influence the business operations of the Company or extraordinary
transactions outside the normal course of the Company’s business. If the Reporting Persons dispose of all or a portion of their
holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. |
|
|
|
David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons,
has served as a member of the Company’s Board of Directors since February 2012. Previously, he served as Interim Director of
Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017
and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David
B. Gendell may have the ability to affect the composition of the Company’s management and influence the business operations
of the Company or extraordinary transactions outside the normal course of the Company’s business. If the Reporting Persons
dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell
to continue to be a director. |
|
|
|
Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the
Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly,
the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to
be in their best interests. |
|
Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect
to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board
of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f)
any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities
of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action
similar to any of those enumerated in items (a) through (i) above. |
|
|
Item 5. |
Interest in Securities of the
Issuer |
|
The following disclosure of share ownership
by the Reporting Persons is as of the date of this Amendment No. 30 to Schedule 13D. |
|
|
|
|
|
A. |
Tontine Capital Partners, L.P. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 5,617,723. Percentage:
27.8%. The percentages used herein and in the rest of Item 5 are calculated based upon 20,243,458 shares of Common Stock outstanding
as of April 30, 2024, as disclosed in the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: -0- |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: 5,617,723 |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: -0- |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: 5,617,723 |
|
|
|
|
|
|
(c) |
TCP sold a total of 25,000 shares of Common Stock in the last
60 days. Please see the table in Item 4 for descriptions of such transactions. |
|
|
|
|
|
|
(d) |
TCM, the general partner of TCP, has the power to direct the
affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the
shares. Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
|
|
|
|
B. |
Tontine Capital Management, L.L.C. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 7,528,252. Percentage: 37.2%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: 1,910,529 |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: 5,617,723 |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: 1,910,529 |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: 5,617,723 |
|
|
|
|
|
|
(c) |
TCM has not engaged in any transactions in Common Stock in
the last 60 days. TCP sold a total of 25,000 shares of Common Stock in the last 60 days. Please see the table in Item 4 for descriptions
of such transactions. |
|
|
|
|
|
|
(d) |
Not applicable. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
C. |
Tontine Management, L.L.C. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 1,410,162. Percentage: 7.0%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: 1,410,162 |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: -0- |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: 1,410,162 |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: -0- |
|
|
|
|
|
|
(c) |
TM has not engaged in any transactions in Common Stock in the last 60 days. |
|
|
|
|
|
|
(d) |
Mr. Gendell is the Managing Member of TM and in that capacity directs its operations. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
|
|
|
|
D. |
Tontine Capital Overseas Master Fund II, L.P. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 1,260,506. Percentage: 6.2%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: -0- |
|
|
|
|
|
|
|
2.
Shared power to vote or direct vote: 1,260,506 |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: -0- |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: 1,260,506 |
|
|
|
|
|
|
(c) |
Cantor has sold a total of 200,000 shares of Common Stock on
TCP 2’s behalf pursuant to the 10b5-1 Plan in the last 60 days. Please see the table in Item 4 for descriptions of such transactions. |
|
|
|
|
|
|
(d) |
TAA, the general partner of TCP 2, has the power to direct
the affairs of TCP 2, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is the Managing Member of TAA and in that capacity directs its operations. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
|
|
|
|
E. |
Tontine Asset Associates, L.L.C. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 1,357,397. Percentage: 6.7%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: 96,891 |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: 1,260,506 |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: 96,891 |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: 1,260,506 |
|
|
|
|
|
|
(c) |
TAA has not engaged in any transactions in Common Stock in
the last 60 days. Cantor has sold a total of 200,000 shares of Common Stock on TCP 2’s behalf pursuant to the 10b5-1 Plan in the
last 60 days. Please see the table in Item 4 for descriptions of such transactions. |
|
|
|
|
|
|
(d) |
Not applicable. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
|
|
|
|
F. |
Tontine Associates, L.L.C. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 642,057. Percentage: 3.2%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: 642,057 |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: -0- |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: 642,057 |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: -0- |
|
|
(c) |
TA has not engaged in any transactions in Common Stock in the last 60
days. |
|
|
|
|
|
|
(d) |
Mr. Gendell is the Managing Member of TA and in that capacity directs its operations. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
|
|
|
|
G. |
Tontine Capital Overseas GP, L.L.C. |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 47,284. Percentage: 0.2%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: 47,284 |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: -0- |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: 47,284 |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: -0- |
|
|
|
|
|
|
(c) |
TCO has not engaged in any transactions in Common Stock in the last 60 days. |
|
|
|
|
|
|
(d) |
Mr. Gendell is the Managing Member of TCO and in that capacity directs its
operations. |
|
|
|
|
|
|
(e) |
Not applicable. |
|
|
|
|
|
H. |
Jeffrey L. Gendell |
|
|
|
|
|
|
(a) |
Aggregate number of shares beneficially owned: 11,184,845. Percentage: 55.3%. |
|
|
|
|
|
|
(b) |
1. Sole power to vote or direct vote: 199,693 |
|
|
|
|
|
|
|
2. Shared
power to vote or direct vote: 10,985,152 |
|
|
|
|
|
|
|
3. Sole
power to dispose or direct the disposition: 199,693 |
|
|
|
|
|
|
|
4. Shared
power to dispose or direct the disposition: 10,985,152 |
|
|
|
|
|
|
(c) |
Mr. Gendell has not engaged in any transactions in Common
Stock in the last 60 days. TCP sold a total of 25,000 shares of Common Stock in the last 60 days, and Cantor has sold a total of 200,000
shares of Common Stock on TCP 2’s behalf pursuant to the 10b5-1 Plan in the last 60 days. Please see the tables in Item 4 for descriptions
of such transactions. |
|
|
|
|
|
|
(d) |
Not applicable. |
|
|
|
|
|
|
(e) |
Not applicable. |
Item 6. |
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer |
|
|
|
A. Board Observer
Letter |
|
|
|
On December 6, 2018, TA
entered into that certain Board Observer Letter Agreement, by and between TA and the Company (the “Board Observer Letter”).
Subject to the terms and conditions set forth in the Board Observer Letter, the Company granted the Reporting Persons the right,
at any time that the Reporting Persons hold at least 20% of the outstanding Common Stock of the Company, to appoint a representative
to serve as an observer to the Company’s Board of Directors (the “Board Observer”). The Board Observer, who must
be reasonably acceptable to those members of the Company’s Board of Directors who are not affiliates of TA, shall have no voting
rights or other decision-making authority. Subject to the terms and conditions set forth in the Board Observer Letter, so long as
the Reporting Persons have the right to appoint a Board Observer, the Board Observer will have the right to attend and participate
in meetings of the Company’s Board of Directors and the committees thereof, subject to confidentiality requirements, and to
receive reimbursement for reasonable out-of-pocket expenses incurred in his or her capacity as a Board Observer and such rights to
coverage under the Company’s directors’ and officers’ liability insurance policy as are available to the Company’s
directors. On December 20, 2018, an employee of TA was appointed as TA’s initial Board Observer pursuant to the terms
of the Board Observer Letter. |
|
On October 2,
2020, the Company and Mr. Gendell entered into an amended and restated letter agreement (the “Letter Agreement”)
to memorialize Mr. Gendell’s appointment, effective October 1, 2020, as Chief Executive Officer of the Company. Pursuant
to the Letter Agreement, among other things, the Company made a one-time grant of 100,000 PSUs to Mr. Gendell under the Company’s
Equity Incentive Plan in connection with Mr. Gendell’s appointment as Chief Executive Officer of the Company, which PSUs
are subject to certain vesting conditions. The terms of such grant are further described in the Phantom Stock Unit Award Agreement
attached as Exhibit A to the Letter Agreement. |
|
|
|
C. 10b5-1
Plan |
|
|
|
On March 6, 2024, TCP
2 entered into the 10b5-1 Plan with Cantor that is intended to comply with the requirements of Rule 10b5-1(c) promulgated
under the Act. Pursuant to the 10b5-1 Plan, TCP 2 has directed Cantor to seek to dispose of up 200,000 shares of Common Stock held
by TCP 2 during a period (i) commencing on the later of (A) the 90th day following adoption of the 10b5-1 Plan and (B) the
third trading day following the filing of the Company’s Form 10-Q for the fiscal quarter ending March 31, 2024 (but
no later than the 120th day following adoption of the 10b5-1 Plan) and (ii) ending March 7, 2025. See Item 4 above for
additional information. |
|
|
|
The foregoing summaries of
the Board Observer Letter, the Letter Agreement and the 10b5-1 Plan do not purport to be complete and are qualified in their entirety
by reference to Exhibits 99.1, 99.2 and 99.3, which are incorporated by reference herein. |
|
|
|
Except as described herein,
the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person
with respect to any securities of the Company, including but not limited to, the transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving
or withholding of proxies. |
|
|
Item 7. |
Material to Be Filed as Exhibits |
|
99.1. Board Observer Letter Agreement,
between Tontine Associates, L.L.C. and IES Holdings, Inc., dated December 6, 2018 (incorporated
by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed December 7,
2018).
99.2. Letter Agreement, between IES Holdings, Inc. and Jeffrey
L. Gendell, dated October 2, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K
filed October 5, 2020).
99.3. Sales Plan dated March 6, 2024, between Tontine Capital
Overseas Master Fund II, LP and Cantor Fitzgerald & Co. (Sales prices and trading strategies omitted from Appendix A pursuant
to a request for confidential treatment) (incorporated by reference to Exhibit 99.3 of Amendment No. 29 to this Schedule
13D on Schedule 13D/A filed March 15, 2024). |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
|
June 13,
2024 |
|
Date |
|
|
|
/s/
Jeffrey L. Gendell |
|
Signature |
|
|
|
Jeffrey L. Gendell, individually, as managing member of
Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P., as managing member of Tontine Management,
L.L.C., as managing member of Tontine Asset Associates, L.L.C., the general partner of Tontine Capital Overseas Master Fund II, L.P.,
as managing member of Tontine Associates, L.L.C. and as managing member of Tontine Capital Overseas GP, L.L.C. |
|
Name/Title |
IES (NASDAQ:IESC)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
IES (NASDAQ:IESC)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024