Donovan S. Royal, ~4.6% Shareholder of LL
Flooring, Independently Voices Strong Concerns Regarding LL
Flooring’s Leadership and Supports the Election of F9’s Three
Highly Qualified Director Nominees
F9 Urges Shareholders Vote the GOLD Proxy Card “FOR” F9’s Director
Nominees – Tom Sullivan, Jason Delves, and Jill Witter – Who Are
the Right Individuals to Restore Value to LL Flooring
F9 Investments, LLC (“F9”), which together with its affiliates
collectively owns approximately 8.85% of LL Flooring Holdings, Inc.
(“LL Flooring” or the “Company”) (NYSE: LL) common stock and is the
Company’s largest shareholder, today noted that another significant
Company shareholder, Donovan S. Royal, has independently voiced
strong concerns regarding LL Flooring’s current strategy and
leadership and has reiterated support for the election of F9’s
three highly qualified nominees to the Company’s Board of Directors
(the “Board”) at its 2024 Annual Meeting to be held on July 10,
2024. Mr. Royal is not affiliated with F9 Investments.
Donovan S. Royal, a longtime flooring industry executive who
holds approximately 4.6% of LL Flooring’s outstanding common stock
as of the Company’s 2024 record date, yesterday issued a statement
addressing certain mischaracterizations in LL Flooring’s most
recent proxy materials regarding F9’s nominees and called out the
Board for its failure to take accountability for the Company’s
abysmal performance which has left LL Flooring at risk of going out
of business.
The full text of Mr. Royal’s filing can be accessed directly
here and at www.SEC.gov.
With regard to the Company’s filed statements regarding the
fitness of F9’s nominees to serve on the Board and Mr. Sullivan’s
track record of value creation, Mr. Royal noted:
Those filings dated June 17, 20241 and
substantially parroted on June 18, 20242 contain questionable
statements about the experience and qualifications of the Company’s
nominees and incorrectly assert, “Mr. Sullivan and his other two
nominees... offer no incremental value to your Board.” The
Company’s own actions undermine this claim, as LL had previously
offered a board seat to one of Mr. Sullivan’s nominees, John Jason
Delves, who evidently possesses the requisite experience (as do Mr.
Sullivan’s other nominees) to repair the damage done by the current
Board and management.
The Company claims, “if these (Mr.
Sullivan’s) nominees were elected, they would remove superior
talent, critical skills and... risk derailing the progress being
made in executing on the Company’s set of five strategic
priorities...” To which progress is the Company referring? Is it
the collapse in sales from roughly $1.1 billion in 2019 to the
abysmal trailing twelve month revenue haul of ~$850 million, a
colossal drop in revenue of ~22% in four years?
… In the Company’s filing on June 18, 2024,
the Board asserts that Mr. Sullivan was responsible for significant
shareholder losses, but omits the value Mr. Sullivan added,
starting in 1994 in the back of his pick-up truck, until his exit
from the Company. From the date of the IPO on November 9, 2007,
until December 30, 2016, the last day Mr. Sullivan worked at the
Company, LL investors earned a 61% return on their investment.3
Regarding the Board’s failure to take accountability for the
disastrous results of its so-called strategic initiatives, and the
danger to shareholders that re-empaneling the current Board would
pose, Mr. Royal wrote:
Comparing the catastrophic decline in
business over the last four years to another period of turmoil at
the Company from 2013 to 2017,4 would take into account the events
the Board describes in multiple pages of its filing in an attempt
to discredit Mr. Sullivan, cherry picking facts, ignoring its own
complicity (Douglas T. Moore and Nancy M. Taylor have been Board
members since 2006 and 2014, respectively), and avoiding the
fundamental question of how did this negative publicity actually
impact the business. That answer is: not as much as the current
Board’s failed strategy.
… the statements by the Company that Mr.
Sullivan’s ideas are “outdated and fail to recognize the current
industry landscape” are in the opinion of the filer, an expert in
the industry, simply ludicrous. It is time for change in the board
room and C Suite. If Ms. Taylor and Mr. Tyson had not wasted
millions on the failed re-brand, and had that Board hired the right
executive talent with the appropriate skill set to navigate the
current environment, the Company would not be in the precarious
position it finds itself today, with a measly $41 million market
capitalization, about $400 million LESS than when Mr. Sullivan left
the Company.
… make no mistake, if the three current
Board members up for election at this year’s annual meeting are
successful in retaining their seats and are allowed to continue
pursuing the disastrous five strategic priorities, this Company
will not survive.
Time is short. All LL Flooring shareholders
must protect the value of their investment.
VOTE ON THE GOLD PROXY CARD TODAY “FOR” F9’S NOMINEES TOM
SULLIVAN, JASON DELVES, AND JILL WITTER AND “WITHHOLD” ON ALL LL
FLOORING NOMINEES AND JERALD HAMMANN
Shareholders must act decisively to safeguard their investment.
YOUR VOTE MATTERS, NO MATTER HOW MANY SHARES YOU OWN. We
urge all shareholders to protect the value of their investment by
voting for F9’s nominees today using the GOLD proxy card.
You can cast your vote online at www.ProxyVote.com or by
completing, signing and dating the GOLD proxy card or GOLD voting
instruction form and mailing it in the postage paid envelope
provided.
If you have not received the GOLD proxy card from F9 and have
only received a WHITE proxy card sent to you by the Company, you
can still support F9’s nominees using the WHITE proxy card. You can
do so by checking the “WITHHOLD” boxes on all of the Company
nominees and Jerald Hammann and checking the “FOR” boxes for all F9
nominees – Tom Sullivan, Jason Delves, and Jill Witter.
If you have any questions about how to vote your shares, please
contact our proxy solicitor, Campaign Management, by telephone
1-(855) 264-1527 (shareholders) or (212) 632-8422 (banks &
brokerages) or by email at info@campaign-mgmt.com.
For more information about F9 and detailed voting instructions,
visit our website at www.LLGroove.com.
Solomon Partners Securities, LLC is serving as F9’s financial
advisor and Dentons US LLP is serving as its legal advisor.
DISCLAIMER
Except as otherwise set forth in this press release, the views
expressed in this press release reflect the opinions of F9
Investments, LLC and its affiliates (“F9”) and are based on
publicly available information with respect to LL Flooring
Holdings, Inc. (“LL” or the “Company”). F9 recognizes that there
may be confidential information in the possession of the Company
that could lead it or others to disagree with F9’s conclusions. F9
reserves the right to change any of its opinions expressed herein
at any time as it deems appropriate and disclaims any obligation to
notify the market or any other party of any such change, except as
required by law. F9 disclaims any obligation to update the
information or opinions contained in this press release, except as
required by law. For the avoidance of doubt, this press release is
not affiliated with or endorsed by LL.
This press release is provided merely as information and is not
intended to be, nor should it be construed as, an offer to sell or
a solicitation of an offer to buy any security nor as a
recommendation to purchase or sell any security. Certain of the
Participants (as defined below) currently beneficially own shares
of the Company. The Participants and their affiliates may from time
to time sell all or a portion of their holdings of the Company in
open market transactions or otherwise, buy additional shares (in
open market or privately negotiated transactions or otherwise), or
trade in options, puts, calls, swaps or other derivative
instruments relating to such shares.
Some of the materials in this press release contain
forward-looking statements. All statements contained herein that
are not clearly historical in nature or that necessarily depend on
future events are forward-looking, and the words “anticipate,”
“believe,” “expect,” “potential,” “could,” “opportunity,”
“estimate,” “plan,” “once again,” “achieve,” and similar
expressions are generally intended to identify forward-looking
statements. The projected results and statements contained herein
that are not historical facts are based on current expectations,
speak only as of the date of these materials and involve risks,
uncertainties and other factors that may cause actual results,
performances or achievements to be materially different from any
future results, performances or achievements expressed or implied
by such projected results and statements. Assumptions relating to
the foregoing involve judgments with respect to, among other
things, future economic competitive and market conditions and
future business decisions, all of which are difficult or impossible
to predict accurately and many of which are beyond the control of
F9.
The estimates, projections and potential impact of the
opportunities identified by F9 herein are based on assumptions that
F9 believes to be reasonable as of the date of this press release,
but there can be no assurance or guarantee (i) that any of the
proposed actions set forth in this press release will be completed,
(ii) that the actual results or performance of the Company will not
differ, and such differences may be material, or (iii) that any of
the assumptions provided in this press release are accurate.
F9 has neither sought nor obtained the consent from any third
party to use any statements or information contained herein that
have been obtained or derived from statements made or published by
such third parties, nor has it paid for any such statements. Any
such statements or information should not be viewed as indicating
the support of such third parties for the views expressed herein.
F9 does not endorse third-party estimates or research which are
used herein solely for illustrative purposes.
Important Information
F9 Investments, LLC, Thomas D. Sullivan, John Jason Delves and
Jill Witter (collectively, the “Participants”) filed a definitive
proxy statement and accompanying form of gold proxy card (as
supplemented and amended, the “Definitive Proxy Statement”) with
the Securities and Exchange Commission (the "SEC”) on May 31, 2024
to be used in connection with the 2024 annual meeting of
stockholders of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS
ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV AND
F9’S WEBSITE AT WWW.LLGROOVE.COM. THE DEFINITIVE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY’S STOCKHOLDERS. STOCKHOLDERS MAY ALSO DIRECT A REQUEST TO
F9’S PROXY SOLICITOR, CAMPAIGN MANAGEMENT, 15 WEST 38TH STREET,
SUITE #747, NEW YORK, NY 10018 (STOCKHOLDERS CAN E-MAIL
INFO@CAMPAIGNMANAGEMENT.COM OR CALL TOLL-FREE: (855) 264-1527.
Information about the Participants and a description of their
direct or indirect interests by security holdings or otherwise can
be found in the Definitive Proxy Statement.
___________________________ 1 LL Flooring, “DEFA14A Proxy
Material,” June 17, 2024, pp. 4, 28, available at:
https://www.sec.gov/Archives/edgar/data/1396033/000119312524162674/d851150ddefa14a.htm
2 LL Flooring, “DEFA14A Proxy Material,” June 18, 2024, available
at:
https://www.sec.gov/Archives/edgar/data/1396033/000119312524163066/d856039ddefa14a.htm
3 Values based on LL closing prices of $9.76 and $15.74 as of
11/9/2007 and 12/30/2016, respectively. 4 See Lumber Liquidators
SEC Filings from 2013-2016
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240625586100/en/
Investors: Michael Fein Campaign Management (212) 632-8422
michael.fein@campaign-mgmt.com
Media: Jonathan Gasthalter/Nathaniel Garnick Gasthalter &
Co. (212) 257-4170 F9Investments@gasthalter.com
LL Flooring (NYSE:LL)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
LL Flooring (NYSE:LL)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
