B Barnes Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

Barnes Group Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

067806109

(CUSIP Number)

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15^th Floor

New York, New York 10153

 

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 18, 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.

 

 

1              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).

	1		NAME OF REPORTING PERSON
				Irenic Capital Management LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,572,142
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,572,142
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,572,142
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				PN, IA

  

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of Barnes Group Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 123 Main Street, Bristol, Connecticut 06010.

Item 2.

Identity and Background.

(a)       This statement is being filed by Irenic Capital Management LP, a Delaware limited partnership (“Irenic Capital” or the “Reporting Person”), the investment manager of Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership (“Irenic Evergreen Master”), Irenic Capital Opportunity Master Fund LP, a Cayman Islands limited partnership (“Irenic Opportunity Master”) and Irenic Schooner LLC, a Delaware limited liability company (“Irenic Schooner” and together with Irenic Evergreen Master and Irenic Opportunity Master, the “Irenic Funds”), with respect to the Shares held by the Irenic Funds. Irenic Capital Management GP LLC, a Delaware limited liability company (“Irenic Capital GP”), is the general partner of Irenic Capital. Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company (“Irenic Evergreen GP”), is the general partner of Irenic Evergreen Master and managing member of Irenic Schooner. Irenic Capital Opportunity Fund GP LLC, a Delaware limited liability company (“Irenic Opportunity GP”), is the general partner of Irenic Opportunity Master. Adam Katz is the Chief Investment Officer of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP. Andrew Dodge is the Director of Research of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP.

(b)       The business address of each of Irenic Evergreen Master, Irenic Opportunity Master, Irenic Schooner, Irenic Capital, Irenic Capital GP, Irenic Evergreen GP, Irenic Opportunity GP and Messrs. Katz and Dodge is 767 Fifth Avenue, 15^th Floor, New York, New York 10153.

 

(c)       The principal business of Irenic Capital is serving as the investment manager for the Irenic Funds. The principal business of the Irenic Funds is investing in securities. The principal business of Irenic Capital GP is serving as the general partner of Irenic Capital. The principal business of Irenic Evergreen GP is serving as the general partner of Irenic Evergreen Master and managing member of Irenic Schooner. The principal business of Irenic Opportunity GP is serving as the general partner of Irenic Opportunity Master. The principal business of Mr. Katz is serving as the Chief Investment Officer of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP. The principal business of Mr. Dodge is serving as the Director of Research of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP.

(d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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)       Irenic Capital is a Delaware limited partnership. Irenic Evergreen Master and Irenic Opportunity Master are Cayman Islands limited partnerships. Irenic Schooner, Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP are Delaware limited liability companies. Messrs. Katz and Dodge are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,572,142 Shares beneficially owned by the Reporting Person is approximately $70,892,799, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Irenic Capital believes the securities of the Issuer are undervalued and represent an attractive investment opportunity. Irenic Capital has formally nominated two (2) highly-qualified candidates, Adam Katz and Larry A. Lawson, for election to the Board of Directors (the “Board”) at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). Since November, Irenic Capital has attempted to engage in a constructive and private dialogue with the Board and management in hopes of achieving a cooperative resolution.

Irenic Capital may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, potential changes in the Issuer's operations, management, organizational documents, composition of the Board, ownership, capital or corporate structure, sale transactions, dividend policy, strategy and plans. Irenic Capital intends to communicate with the Issuer's management and Board about, and may enter into negotiations and agreements with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other stockholders or third parties, including potential acquirers, service providers and financing sources regarding the Issuer. Irenic Capital may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Irenic Capital may change its intentions with respect to any and all matters referred to in this Item 4. It may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.

Irenic Capital intends to review its investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to Irenic Capital, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, Irenic Capital may endeavor (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as Irenic Capital may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of the Shares. In addition, Irenic Capital may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

(a)       See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 50,674,896 Shares outstanding as of November 1, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. As of the date hereof, the Reporting Person beneficially owned 2,572,142 Shares, constituting approximately 5.1% of the Shares outstanding.

(b)       See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)       The transactions in the Shares effected by the Reporting Person during the past sixty (60) days, which were all in the open market, are set forth on Schedule A attached hereto.

(d)       No persons other than the Irenic Funds and the Reporting Person have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Irenic Capital, Irenic Evergreen Master, Irenic Opportunity Master, Irenic Schooner, Irenic Capital GP, Irenic Evergreen GP, Irenic Opportunity GP, Messrs. Dodge and Katz (collectively, the “Irenic Group”) and Mr. Lawson entered into a Group Agreement (the “Group Agreement”) in connection with the Annual Meeting, pursuant to which, among other things, the parties agreed (a) to solicit proxies or written consents for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by the Irenic Group), and (b) that the Irenic Group would bear all expenses incurred in connection with the group’s activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations. A copy of the Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The Reporting Person has signed a letter agreement (the “Indemnification Agreement”) with Mr. Lawson pursuant to which it and its affiliates have agreed to indemnify Mr. Lawson against certain claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against Mr. Lawson in his capacity as a director of the Issuer if so elected. A copy of the Indemnification Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

The Reporting Person has entered into a compensation letter agreement (the “Compensation Agreement”) with Mr. Lawson pursuant to which the Reporting Person agreed to pay Mr. Lawson (i) $5,000 in cash upon the execution of such Compensation Agreement, and (ii) $45,000 if Mr. Lawson is elected or appointed to the Board resulting from a nomination or appointment approved by the Irenic Group, or a written agreement between the Irenic Group and the Issuer, with such amount deemed payable to Mr. Lawson effective prior to such election or appointment. Pursuant to the Compensation Agreement, Mr. Lawson has also agreed that, if he is elected or appointed to the Board, he will use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer, subject to the Reporting Person’s right to waive such requirement. The Compensation Agreement terminates on the earliest to occur of (i) the Issuer’s appointment or nomination of Mr. Lawson as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of Mr. Lawson’s nomination or appointment as a director of the Issuer, (iii) the Irenic Group’s withdrawal of Mr. Lawson’s nomination for election as a director of the Issuer, and (iv) the date of the Annual Meeting. A copy of the Compensation Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

99.1

Group Agreement.

99.2

Indemnification Agreement.

99.3

Compensation Agreement.

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2024

	Irenic Capital Management LP
	By:	Irenic Capital Management GP LLC
	By:	/s/ Adam Katz
		Name:	Adam Katz
		Title:	Managing Member

 

 

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

 

Nature of the Transaction

Securities Purchased

Price Per Security ($)

Date of Purchase

IRENIC CAPITAL MANAGEMENT LP

 

Purchase of Common Stock	10,451	26.2244	11/30/2023
Purchase of Common Stock	21,584	26.1172	11/30/2023
Purchase of Common Stock	8,395	26.9543	12/01/2023
Purchase of Common Stock	11,096	26.9045	12/01/2023
Purchase of Common Stock	5,396	27.4783	12/04/2023
Purchase of Common Stock	26,344	27.4783	12/04/2023
Purchase of Common Stock	12,450	27.7316	12/05/2023
Purchase of Common Stock	2,550	27.7316	12/05/2023
Purchase of Common Stock	1,717	27.5457	12/05/2023
Purchase of Common Stock	8,383	27.5457	12/05/2023
Purchase of Common Stock	10,100	27.9841	12/06/2023
Purchase of Common Stock	1,513	27.8978	12/07/2023
Purchase of Common Stock	7,385	27.8978	12/07/2023
Purchase of Common Stock	3,400	28.3141	12/08/2023
Purchase of Common Stock	16,600	28.3141	12/08/2023
Purchase of Common Stock	719	28.0931	12/08/2023
Purchase of Common Stock	3,508	28.0931	12/08/2023
Purchase of Common Stock	1,829	28.5378	12/11/2023
Purchase of Common Stock	8,932	28.5378	12/11/2023
Purchase of Common Stock	1,204	28.5486	12/11/2023
Purchase of Common Stock	8,055	28.5486	12/11/2023
Purchase of Common Stock	765	28.6207	12/11/2023
Purchase of Common Stock	5,119	28.6207	12/11/2023
Purchase of Common Stock	1,939	28.6143	12/12/2023
Purchase of Common Stock	9,468	28.6143	12/12/2023
Purchase of Common Stock	2,550	28.5785	12/12/2023
Purchase of Common Stock	12,450	28.5785	12/12/2023
Purchase of Common Stock	1,700	28.6573	12/12/2023
Purchase of Common Stock	8,300	28.6573	12/12/2023
Purchase of Common Stock	1,700	28.5965	12/12/2023
Purchase of Common Stock	8,300	28.5965	12/12/2023

 

Purchase of Common Stock	1,300	28.5839	12/12/2023
Purchase of Common Stock	6,349	28.5839	12/12/2023
Purchase of Common Stock	1,732	28.5475	12/12/2023
Purchase of Common Stock	8,454	28.5475	12/12/2023
Purchase of Common Stock	1,300	28.6066	12/13/2023
Purchase of Common Stock	8,700	28.6066	12/13/2023
Purchase of Common Stock	923	28.5935	12/13/2023
Purchase of Common Stock	4,507	28.5935	12/13/2023
Purchase of Common Stock	1,700	28.5780	12/13/2023
Purchase of Common Stock	8,300	28.5780	12/13/2023
Purchase of Common Stock	1,466	28.4876	12/13/2023
Purchase of Common Stock	7,157	28.4876	12/13/2023
Purchase of Common Stock	712	28.4800	12/13/2023
Purchase of Common Stock	4,768	28.4800	12/13/2023
Purchase of Common Stock	3,400	30.0123	12/15/2023
Purchase of Common Stock	16,600	30.0123	12/15/2023
Purchase of Common Stock	1,700	29.9447	12/15/2023
Purchase of Common Stock	8,300	29.9447	12/15/2023
Purchase of Common Stock	1,700	29.9803	12/15/2023
Purchase of Common Stock	8,300	29.9803	12/15/2023
Purchase of Common Stock	1,170	30.1822	12/18/2023
Purchase of Common Stock	5,713	30.1822	12/18/2023
Purchase of Common Stock	814	30.2378	12/18/2023
Purchase of Common Stock	3,974	30.2378	12/18/2023
Purchase of Common Stock	2,000	31.0939	12/20/2023
Purchase of Common Stock	8,000	31.0939	12/20/2023
Purchase of Common Stock	3,000	31.0383	12/20/2023
Purchase of Common Stock	12,000	31.0383	12/20/2023
Purchase of Common Stock	1,287	30.8495	12/20/2023
Purchase of Common Stock	5,150	30.8495	12/20/2023
Purchase of Common Stock	1,868	31.2489	12/21/2023
Purchase of Common Stock	7,473	31.2489	12/21/2023
Purchase of Common Stock	1,100	30.9895	12/21/2023
Purchase of Common Stock	4,402	30.9895	12/21/2023
Purchase of Common Stock	16	31.7300	12/22/2023
Purchase of Common Stock	66	31.7300	12/22/2023
Purchase of Common Stock	1,054	31.8000	12/22/2023
Purchase of Common Stock	4,215	31.8000	12/22/2023
Purchase of Common Stock	140	31.8329	12/22/2023
Purchase of Common Stock	560	31.8329	12/22/2023
Purchase of Common Stock	326	32.4051	12/26/2023
Purchase of Common Stock	1,302	32.4051	12/26/2023
Purchase of Common Stock	4,000	32.8510	12/27/2023
Purchase of Common Stock	16,000	32.8510	12/27/2023
Purchase of Common Stock	2,669	32.7600	12/28/2023
Purchase of Common Stock	10,676	32.7600	12/28/2023
Purchase of Common Stock	3,086	32.6765	12/29/2023
Purchase of Common Stock	12,344	32.6765	12/29/2023
Purchase of Common Stock	10,000	32.2054	01/02/2024
Purchase of Common Stock	40,000	32.2054	01/02/2024

 

Purchase of Common Stock	10,000	32.4183	01/02/2024
Purchase of Common Stock	40,000	32.4183	01/02/2024
Purchase of Common Stock	25,000	32.0880	01/02/2024
Purchase of Common Stock	100,000	32.0880	01/02/2024
Purchase of Common Stock	5,000	31.9350	01/02/2024
Purchase of Common Stock	20,000	31.9350	01/02/2024
Purchase of Common Stock	10,000	31.8888	01/02/2024
Purchase of Common Stock	40,000	31.8888	01/02/2024
Purchase of Common Stock	10,000	31.9666	01/02/2024
Purchase of Common Stock	40,000	31.9666	01/02/2024
Purchase of Common Stock	20,000	30.9385	01/03/2024
Purchase of Common Stock	80,000	30.9385	01/03/2024
Purchase of Common Stock	20,000	30.5551	01/03/2024
Purchase of Common Stock	80,000	30.5551	01/03/2024
Purchase of Common Stock	7,974	30.3696	01/03/2024
Purchase of Common Stock	31,894	30.3696	01/03/2024
Purchase of Common Stock	20,000	30.4333	01/04/2024
Purchase of Common Stock	80,000	30.4333	01/04/2024
Purchase of Common Stock	10,000	30.4043	01/04/2024
Purchase of Common Stock	40,000	30.4043	01/04/2024
Purchase of Common Stock	10,000	29.8652	01/05/2024
Purchase of Common Stock	40,000	29.8652	01/05/2024
Purchase of Common Stock	13,753	30.1386	01/05/2024
Purchase of Common Stock	55,013	30.1386	01/05/2024
Purchase of Common Stock	4,846	30.3258	01/08/2024
Purchase of Common Stock	19,383	30.3258	01/08/2024
Purchase of Common Stock	33,000	30.7493	01/08/2024
Purchase of Common Stock	3,116	30.7559	01/08/2024
Purchase of Common Stock	33,000	30.2582	01/09/2024
Purchase of Common Stock	9,247	30.1076	01/09/2024
Purchase of Common Stock	6,856	30.1294	01/09/2024
Purchase of Common Stock	63,000	30.3366	01/17/2024
Purchase of Common Stock	93,967	30.6490	01/18/2024

 

Exhibit 99.1

 

GROUP AGREEMENT

 

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Barnes Group Inc., a Delaware corporation (the “Company”); and

 

WHEREAS, Irenic Capital Management LP, Irenic Capital Evergreen Master Fund LP, Irenic Capital Opportunity Master Fund LP, Irenic Schooner LLC, Irenic Capital Evergreen Fund GP LLC, Irenic Capital Opportunity Fund GP LLC, Irenic Capital Management GP LLC, Andrew Dodge, Adam J. Katz (collectively, “Irenic”), and Larry A. Lawson (together, with Mr. Katz, the “Nominees” and, together with Irenic, the “Group”) wish to enter into this Group Agreement (this “Agreement”) to form a group for the purpose of working together to enhance stockholder value at the Company, including seeking the election of the Nominees to the Board of Directors of the Company (the “Board”) at the 2024 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 27^th day of January 2024 by the parties hereto:

 

1.       In the event that the Group becomes obligated to file a statement on Schedule 13D while this Agreement is in effect, in accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Group agrees to the joint filing on behalf of each of them of any statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

 

2.       So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) and Adam J. Katz of Irenic of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than eight (8) hours after each such transaction. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

 

3.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by Irenic), (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4.       Irenic shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5.       Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be as directed by Irenic.

6.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as provided in Section 2, nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he or it deems appropriate, in his or its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws.

 

7.       This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

8.       This Agreement is governed by and will be construed in accordance with the laws of the State of New York. Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

 

9.       The parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 and Section 8 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the parties. Notwithstanding the foregoing, any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by email to Andrew Freedman at Olshan, at afreedman@olshanlaw.com.

10.       Each party acknowledges that Olshan shall act as counsel for both the Group and Irenic relating to their investment in the Company.

11.       The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto.

12.       That certain Group Agreement, by and among certain of the undersigned, dated January 5, 2024, is hereby superseded in its entirety by this Agreement and shall be of no further force or effect.

 

13.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act that may in the future be required to be filed under applicable law.

 

[Signature page follows]

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

	Irenic Capital Management LP
	By:	Irenic Capital Management GP LLC its general partner
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	Irenic Capital Evergreen Master Fund LP
	By:	Irenic Capital Evergreen Fund GP LLC its general partner
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	Irenic Capital Opportunity Master Fund LP
	By:	Irenic Capital Opportunity Fund GP LLC its general partner
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	Irenic Schooner LLC
	By:	Irenic Capital Management LP its investment manager
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	Irenic Capital Evergreen Fund GP LLC
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	Irenic Capital Opportunity Fund GP LLC
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	Irenic Capital Management GP LLC
	By:	/s/ Adam J. Katz
		Name:	Adam J. Katz
		Title:	Managing Member

 

 

	/s/ Adam J. Katz
	Adam J. Katz

 

 

	/s/ Andrew Dodge
	Andrew Dodge

 

 

 

	/s/ Larry A. Lawson
	Larry A. Lawson

 

 

Exhibit 99.2

 

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15^th Floor

New York, New York 10153

 

January 5, 2024

 

Larry A. Lawson

 

Re:

Barnes Group Inc.

Dear Mr. Lawson:

 

Thank you for agreeing to serve as a nominee for election to the board of directors of Barnes Group Inc. (the “Company”) in connection with the proxy solicitation that Irenic Capital Management LP and certain of its affiliates (collectively, the “Irenic Group”) is considering undertaking to nominate and elect directors at the Company’s 2024 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Irenic Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (“Agreement”) will set forth the terms of our agreement.

The members of the Irenic Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Irenic Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Irenic Group Solicitation and any related transactions (each, a “Loss”).

In the event you are notified or otherwise become aware of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Irenic Group prompt written notice (including through electronic submission) of such claim or Loss (provided that failure to promptly notify the Irenic Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Irenic Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Irenic Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Irenic Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Irenic Group or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Irenic Group or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Irenic Group so that the Irenic Group or any member thereof may seek a protective order or other appropriate remedy or, in the Irenic Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Irenic Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Irenic Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Irenic Group and, upon the request of a representative of the Irenic Group, all such Information shall be returned or, at the Irenic Group’s option, destroyed by you, with such destruction confirmed by you to the Irenic Group in writing.

 

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

*               *               * 

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

 

	IRENIC CAPITAL MANAGEMENT LP
	By:	Irenic Capital Management GP LLC its general partner
	By:	/s/ Adam Katz
		Name:	Adam Katz
		Title:	Managing Member

 

 

ACCEPTED AND AGREED:

/s/ Larry A. Lawson

Larry A. Lawson

 

Exhibit 99.3

 

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15^th Floor

New York, New York 10153

 

January 15, 2024

 

Larry A. Lawson

 

Dear Mr. Lawson:

 

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Irenic Group”), including Irenic Capital Management LP (“Irenic Capital”), for election as a director of Barnes Group Inc. (the “Company”) at the Company’s 2024 annual meeting of stockholders including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

In consideration of your agreement to be named and serve as a nominee of the Irenic Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $5,000 in cash upon execution of this agreement by you and Irenic Capital (with such payment to be made as soon as reasonably practicable after such execution) and (ii) $45,000 if you are elected or appointed to the Board resulting from a nomination or appointment approved by the Irenic Group or a written agreement between the Irenic Group and the Company, with such amount deemed payable to you hereunder effective prior to your election or appointment. In addition, and in consideration of the compensation, you will provide all information required by the Company for nominees for director, and you shall provide such information by not later than one Business Day after the receipt of such information request. You hereby agree to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than fourteen (14) days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have fourteen (14) days from the first date that you can transact in the securities of the Company to acquire such securities; provided, further, that the Irenic Group shall have the right to waive the requirement to purchase Nominee Shares at any time by providing you with prior notice of any such waiver. During the term of this letter agreement, you agree not to sell, transfer or otherwise dispose of any Nominee Shares; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

The term of this letter agreement shall commence on the date hereof and shall remain in effect until the earliest to occur of (i) the Company’s appointment or nomination of you for election as a director of the Company, (ii) the date of any agreement with the Company in furtherance of your nomination or appointment as a director of the Company, (iii) the Irenic Group’s withdrawal of your nomination for election as a director of the Company, and (iv) the date of the Annual Meeting.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

	IRENIC CAPITAL MANAGEMENT LP
	By:	Irenic Capital Management GP LLC its general partner
	By:	/s/ Adam Katz
		Name:	Adam Katz
		Title:	Managing Member

 

 

Accepted and Agreed to:
/s/ Larry A. Lawson
LARRY A. LAWSON

 

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