F9 Investments Proposes to Acquire LL Flooring Holdings and Nominates Directors to the Board
Gracie Gottlieb | 14 November, 2023
F9 Investments, LLC ("F9") has recently announced its proposal to acquire LL Flooring Holdings, Inc. for $3.00 per share in cash. In addition, F9 has nominated three highly qualified candidates for the LL Flooring Board of Directors. This proposal comes as a response to LL Flooring's declining financial and operational performance, as well as the Board's lack of engagement with F9's previous acquisition proposal. F9 believes that their offer provides a compelling opportunity for LL Flooring shareholders to maximize the value of their shares.
The Proposed Offer from F9 Investments
F9 Investments, together with its affiliates, currently owns approximately 8.8% of LL Flooring Holdings' common stock. The Proposed Offer entails acquiring all the issued and outstanding shares of common stock of LL Flooring for $3.00 per share. This offer is not subject to any financing condition and is fully financed through cash on hand and borrowing under an existing revolving credit facility from an affiliate of F9. F9 believes that the Proposed Offer presents a compelling, immediate, and certain cash value for LL Flooring shareholders, considering the Company's deteriorating financial condition and declining stock price.
Nominating Highly Qualified Directors
As part of its strategic plan, F9 Investments has nominated three highly qualified candidates to LL Flooring's Board of Directors. These candidates possess extensive executive and public company board experience and are committed to maximizing the value of LL Flooring for all shareholders. The nominees include Thomas Sullivan, Founder and Chairman of Cabinets to Go, LLC, Jason Delves, President and CEO of Cabinets to Go, and Jill Witter, Chief Legal Officer and Secretary of F9 Investments. F9 believes that the election of these nominees is essential to ensure accountability, oversight, and shareholder alignment in the boardroom.
F9's Letter to the Board of LL Flooring
F9 Investments sent a letter to the Board of Directors of LL Flooring, expressing its strong interest in pursuing an all-cash acquisition of the Company. The letter highlighted LL Flooring's declining sales, transaction volume, earnings, and significant negative free cash flow. F9 emphasized that its offer has strategic logic and provides immediate liquidity at a considerable value for LL Flooring shareholders. The offer is not contingent on financing and F9 has the financial capability to complete the transaction. F9 also expressed the importance of confirmatory due diligence to finalize the transaction and requested engagement from the Board of Directors.
Moving Forward
F9 Investments urges the Board of Directors of LL Flooring to engage in discussions regarding the proposed acquisition. F9 believes that its proposal provides the Board with an opportunity to attain the highest possible price for the Company's shareholders. F9 is committed to working collaboratively with LL Flooring's management and Board of Directors to expedite the confirmatory due diligence process and reach a signed transaction within 30 days. F9 also stated its willingness to adjust the offer price if significant additional value is identified during the due diligence process.
Advisors and Additional Information
Solomon Partners Securities, LLC is serving as F9's financial advisor, and Dentons US LLP is serving as its legal advisor. F9 Investments is a private equity firm based in Miami Beach, Florida, with investments in Clean Energy, Direct to Consumer Retail, Commercial and Industrial Real Estate. The statements in this press release contain forward-looking statements, and readers are advised to refer to the full text of the press release for detailed disclosure on the matter.
Disclaimer: This article is for informational purposes only and does not constitute financial advice. The content does not endorse or promote any specific investment or financial product. Readers should conduct their own research and consult with a financial advisor before making any investment decisions.
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