Glass Lewis Concludes LL Flooring is in Need of
Swift, Credible Strategic and Financial Review; Finds Little Clear
or Measurable Cause for Shareholders to Endorse Incumbent
Nominees
Notes F9’s Nominees are Industry-Focused and
Offer the Appropriate Operational Skills and Familiarity with LL
Flooring’s Core Business
Doubts the Incumbent Board’s Strategic Plan
Will Drive Growth in Coming Periods
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 announced that Glass Lewis
& Co. (“Glass Lewis”), a leading independent proxy advisory
firm, has recommended that LL Flooring shareholders vote on F9’s
GOLD proxy card
“FOR” the election of F9’s
three highly qualified director nominees – Thomas D. Sullivan,
Jason Delves, and Jill Witter – and “WITHHOLD” from LL
Flooring’s nominees Douglas T. Moore, Ashish Parmar, and Nancy M.
Taylor in connection with the Company’s 2024 Annual Meeting of
Shareholders to be held on July 10, 2024.
Thomas D. Sullivan said, “LL Flooring’s current ineffectual
leadership has overseen staggering operational losses and clung to
a failing strategy that has placed the Company on the verge of
bankruptcy. We are pleased that Glass Lewis recognizes that our
highly qualified nominees would bring much-needed oversight, rigor,
and relevant flooring industry experience to the Company’s
Board.”
“At this critical juncture when the Company – by its own
admission – is at immediate risk of breaching a financial covenant
and running low on cash as soon as this quarter, LL Flooring needs
new Board members who bring proven leadership ability, shareholder
alignment, and an actionable plan to reverse years of mismanagement
and set LL Flooring on the path to profitability. Our nominees are
committed to acting in the best interest of LL Flooring and its
shareholders, and we urge all shareholders to heed Glass Lewis’
recommendation to vote for change, protect their investment, and
create lasting and meaningful value for all stakeholders.”
In making its recommendation “FOR” F9’s nominees, Glass Lewis
noted the following regarding LL Flooring’s prospects under
incumbent leadership and the need for swift change:
- “It is not clear at this juncture that the board has a clear
vision as to the fair value of the Company or its prospects, nor is
it evident there is firm cognizance of the downward pressure on
LL's shares arising from the Company's substantially poor
performance and significant financial risks.”
- “…we consider election of F9's slate to represent the most
compelling alternative available at what appears to be a fairly
critical juncture for LL.”
With respect to Thomas D. Sullivan, Jason Delves, and Jill
Witter, Glass Lewis wrote:
- “The alternate nominees submitted by [F9] are industry focused,
and, particularly in the case of Messrs. Delves and Sullivan (the
former of which LL already contemplated adding to the board in view
of his ‘relevant industry and operational experience and ...
necessary skills to help the Company’), offer appropriate
operational skills and familiarity with LL and its core flooring
business.”
- “We further consider the Board's effort to denigrate F9's
candidates (Mr. Sullivan, in particular) does not prove
particularly persuasive, and would, in candor, suggest the current
board and management team are in a fairly challenged position to
assert maintenance of the status quo, including directors with 10-
and 18-year tenures, is likely to represent a particularly
compelling outcome at this juncture.”
Regarding LL Flooring’s incumbent nominees, Glass Lewis
noted:
- “We see little clear and measurable cause for shareholders to
endorse the view that perpetuation of the incumbent board's tack is
likely to represent the most attractive route forward at this
time.”
- “We believe the board carves out very little in the way of
credible footing for its operational defense, which largely eschews
recognition of the Company's observably poor performance, valuation
and competitive positioning.”
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240630079304/en/
INVESTOR AND MEDIA CONTACTS
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)
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