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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/20 Turning Point Brands, Inc. S-4 8:3.2M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 2.56M Business-Combination Transaction 2: EX-8.1 Opinion of Counsel re: Tax Matters HTML 18K 3: EX-8.2 Opinion of Counsel re: Tax Matters HTML 19K 4: EX-23.1 Consent of Experts or Counsel HTML 6K 5: EX-23.2 Consent of Experts or Counsel HTML 6K 6: EX-99.1 Miscellaneous Exhibit HTML 8K 7: EX-99.2 Miscellaneous Exhibit HTML 26K 8: EX-99.3 Miscellaneous Exhibit HTML 25K
Delaware | | | [2100] | | | 20-0709285 |
(State
or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
James Dobbins General Counsel Turning Point Brands, Inc. 5201 Interchange Way Louisville, Kentucky 40229 (502) 778-4421 | | | Christopher A. Carlisle Lathrop GPM LLP 80 South 8th Street 500 IDS Center Minneapolis, MN 55402 (612) 632-3000 | | | | | Justin W. Chairman Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 (215) 963-5000 |
Large accelerated filer | | | ☐ | | | Accelerated
filer | | | ☒ |
Non-accelerated filer | | | ☐ | | | Smaller
reporting company | | | ☐ |
| | | | Emerging
growth company | | | ☒ |
Title
of Each Class of Security Being Registered | | | Amount to be Registered(1) | | | Proposed
Maximum Offering Price Per Share | | | Proposed Maximum Aggregate Offering Price(2) | | | Amount
of Registration Fee(3) |
Common Stock, $0.01 par value per share | | | 9,679,550 | | | N/A | | | $202,772,908 | | | $26,319.92 |
(1) | Relates to voting common stock, $0.01 par value per share, of Turning Point Brands, Inc., a Delaware corporation, which we refer to as TPB, issuable to holders of Class A common stock, $0.01 par value per share and Class B common stock, $0.01 par value per share, of Standard Diversified Inc., a Delaware corporation, which we refer to as SDI, in the proposed merger of SDI with and into Standard Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of TPB, which entity we refer to as merger sub and which transaction we refer to as the merger. The amount of TPB’s common stock to be registered is based on the estimated number of shares of TPB’s common stock that are expected to be issued pursuant to the merger in consideration for each outstanding share of SDI Class A common stock and SDI Class B common
stock, as adjusted pursuant to the Agreement and Plan of Merger and Reorganization among SDI, TPB and merger sub. |
(2) | Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product of (a) $12.18, the average of the high and low prices of shares of Class A common stock of SDI, as reported on the NYSE American Exchange on May 13, 2020 and (b) 16,648,022, the estimated maximum number of shares of SDI Class A common stock and SDI Class B common stock, including in respect of equity-based awards of SDI which may be exchanged for merger consideration. |
(3) | Computed
in accordance with Rules 457(c) and 457(f) under the Securities Act to be $26,319.92, which is equal to .0001298 multiplied by the proposed maximum aggregate offering price of $202,772,908. |
1. | to approve the merger agreement, and the transactions contemplated
thereby, including the merger; |
2. | to approve, on an advisory basis, certain compensation that may be paid or become payable to named executive officers of SDI in connection with the merger; |
3. | to consider and, if necessary, vote upon an adjournment of the SDI special meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.; |
4. | to elect five directors of SDI to serve until SDI’s 2021 annual meeting of stockholders, and all until their respective successors are duly elected
and qualified (provided that if Proposal No. 1 is approved and the merger is completed, SDI will be merged out of existence and will no longer have a board of directors, and there will be no SDI 2021 annual meeting of stockholders); |
5. | to approve, on an advisory basis, a resolution regarding named executive officer compensation for 2019; |
6. | to approve, on an advisory basis, a resolution regarding how frequently we will submit future advisory votes on executive officer compensation to our stockholders; and |
7. | to
consider and act upon any other matters which may properly be brought before the meeting and at any adjournments or postponements thereof. |
1. | to consider and vote upon a proposal to approve and adopt the Agreement and Plan
of Merger and Reorganization, dated as of April 7, 2020, which we refer to as the merger agreement, by and among Turning Point Brands, Inc., which we refer to as TPB, SDI, and Standard Merger Sub, LLC, a wholly-owned subsidiary of TPB, which we refer to as merger sub, pursuant to which SDI will merge with and into merger sub, which we refer to as the merger, a copy of which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby, including the merger, the issuance of shares of TPB Common Stock to SDI’s stockholders pursuant to the terms of the merger agreement; |
2. | to approve, on an advisory basis, certain compensation that may be paid or become payable to named executive officers of SDI in connection
with the merger; |
3. | to consider and, if necessary, vote upon an adjournment of the SDI special meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1; |
4. | to elect five directors of SDI to serve until SDI’s 2021 annual meeting of stockholders, and all until their respective successors are duly elected and qualified (provided that if Proposal No. 1 is approved and the merger is completed, SDI will be merged out of existence and will no longer have a board of directors, and there will be no SDI 2021 annual meeting of stockholders); |
5. | to
approve, on an advisory basis, a resolution regarding named executive officer compensation for 2019; |
6. | to approve, on an advisory basis, a resolution regarding how frequently we will submit future advisory votes on executive officer compensation to our stockholders; and |
7. | to consider and act upon any other matters which may properly be brought before the meeting and at any adjournments or postponements thereof. |
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Annex A | Merger
Agreement |
Annex B | Opinion of Houlihan Lokey Capital, Inc. |
Q: | What
is the merger? |
A: | SDI, TPB and merger sub entered into the merger agreement on April 7, 2020. The merger agreement contains the terms and conditions of the proposed merger involving SDI and TPB. Under the merger agreement, SDI will merge with and into merger sub, with merger sub surviving as a wholly-owned subsidiary of TPB. |
Q: | What will happen to SDI if, for any reason, the merger does not close? |
A: | The merger agreement requires that SDI will not, prior to the effective time, transfer any of the capital stock of TPB, including any shares of TPB Common Stock, without the prior written consent of TPB. However, see “What are SDI’s plans for the TPB Common Stock prior to the merger?” for a discussion
of potential transactions by SDI involving the TPB Common Stock prior to the merger. |
Q: | Why are the two companies proposing to merge? |
A: | The SDI Board and SDI’s management regularly review SDI’s operating and strategic plans in an effort to enhance stockholder value. These reviews involve, among other things, discussions regarding alternatives creating liquidity for its stockholders. The SDI Board determined that it was in the best interests of SDI stockholders to cause it stockholders to own TPB Common Stock directly, as opposed to through SDI. Thereafter,
the SDI Board appointed a special committee of the SDI Board, which we refer to as the SDI special committee, and the TPB board of directors, which we refer to as the TPB Board, appointed a special committee of the TPB Board, which we refer to as the TPB special committees, and the special committees negotiated in earnest. For more information on the negotiations, please see the section titled “The Merger—Background of the Merger” in this proxy statement/prospectus. |
Q: | Why am I receiving this proxy statement/prospectus? |
A: | You
are receiving this proxy statement/prospectus because you have been identified as a stockholder of SDI as of the record date. As a stockholder of SDI, you are entitled to vote at SDI’s stockholder meeting (referred to herein as the “SDI special meeting”) on Proposals Nos. 1 through 6. The merger cannot be completed unless the holders of SDI Common Stock vote to approve the merger and the terms and conditions set forth in the merger agreement. |
Q: | What is required to consummate the merger? |
A: | To consummate the merger, SDI’s stockholders must approve Proposal No. 1. |
What will SDI’s stockholders and option holders receive in the merger? |
A: | At the effective
time, each share of SDI Common Stock outstanding immediately prior to the effective time (excluding certain shares to be canceled pursuant to the merger agreement) will be automatically converted into the right to receive the applicable portion of the Stock Merger Consideration, in each case calculated in accordance with and as described in more detail in the merger agreement. In addition, in connection with the merger, each share of SDI Common Stock underlying restricted stock awards and restricted stock unit awards will be converted into the right to receive the applicable portion of the Stock Merger Consideration, as applicable, less applicable taxes and withholdings. Each SDI stockholder’s aggregate portion of merger consideration will be rounded up to the next whole share of TPB Common Stock. |
Q: | What are SDI’s plans for the TPB Common Stock prior to the merger? |
A: | It is a condition to the consummation of the merger that, as of the effective time, SDI have no liabilities other than liabilities included in an estimate of net liabilities delieverd to TPB, and that the net liabilities included in such estimate not exceed $25,000. Thus, SDI must discharge substantially all of its liabilities prior to the consummation
of the merger, including the indebtedness under its $25.0 million Term Loan Agreement with GACP II, L.P. In order to raise the capital needed, along with its existing cash on hand, to retire such liabilities, including this indebtedness, SDI may consider a variety of transactions, including a sale of a portion of its shares of TPB Common Stock. |
Q: | How will I receive my Stock Merger Consideration? |
A: | Promptly after completion of the merger, SDI stockholders will receive a letter of transmittal with instructions on how to obtain TPB Common Stock
in exchange for their shares of SDI Common Stock. You must return the completed letter of transmittal and your SDI stock certificates as described in the instructions, and you will receive the Stock Merger Consideration payable as soon as practicable after EQ Shareowner Services, the exchange agent, receives your completed letter of transmittal and SDI stock certificates. If you hold shares through a brokerage account, your broker will handle the surrender of stock certificates to EQ Shareowner Services. The procedures for exchange of stock certificates are more fully described in this proxy statement/prospectus under the heading “The Merger—Conversion of Shares; Exchange Procedures” beginning on page 55. |
Q: | What
will TPB’s stockholders and option holders receive in the merger? |
A: | At the effective time, TPB’s stockholders other than SDI will continue to own and hold their existing shares of TPB Common Stock, and all outstanding and unexercised options to purchase shares of TPB Common Stock will remain in effect pursuant to their terms. |
Q: | Are SDI’s stockholders entitled to appraisal rights? |
A: | No. SDI’s stockholders are not entitled
to exercise appraisal rights in connection with the merger. See “The Merger—Appraisal Rights” beginning on page 60 for more information. |
Q: | Who will be the directors of TPB following the merger? |
A: | In connection with the merger, there will be no change to the directors of TPB. Following the closing of the merger, the TPB Board will continue to be constituted as follows: |
Name | | | Current
Principal Affiliation |
Lawrence Wexler | | | Chief Executive Officer and Director |
| | Director | |
| | Director | |
| | Director
(Chairman) | |
Peggy Hebard | | | Director |
| | Director | |
| | Director |
Q: | Who will be the executive officers of TPB immediately following the merger? |
A: | In connection with the merger, there will be no change to the executive officers of TPB. Following the closing of the merger, TPB’s executive officers will continue to be as follows: |
Name | | | Current
Principal Affiliation |
| | President and CEO | |
Graham Purdy | | | Chief
Operating Officer |
| | Chief Financial Officer | |
James W. Dobbins | | | Senior
Vice President, General Counsel, and Secretary |
Q: | As a stockholder of SDI, how does the SDI Board recommend that I vote regarding the merger and the related proposals? |
A: | After careful consideration, on April 7, 2020, the SDI special committee, comprised of David M. Wurzer, (i) determined that the consummation of the merger and the other transactions contemplated by the merger agreement, on the terms and conditions substantially as set forth in the merger agreement, are advisable and are fair to, and in the best interests of,
SDI and its stockholders, (ii) approved and declared advisable the merger and the other transactions contemplated by the merger agreement, (iii) approved the merger agreement and (iv) recommended that the SDI Board recommend the approval and adoption of the merger agreement by SDI’s stockholders. On April 7, 2020, and based upon the recommendation of the SDI special committee, the SDI Board unanimously (i) determined that the entry by SDI into the merger agreement, the merger and the other transactions contemplated by the merger agreement, are advisable and are fair to, and in the best interests of, SDI and its stockholders, (ii) approved and declared advisable the merger and the other transactions contemplated by the merger agreement, including the merger,
the issuance of the Stock Merger Consideration, (iii) approved and authorized each of the transaction documents, including the merger agreement, and (iv) recommended that the stockholders of SDI approve the merger agreement and the other transactions contemplated thereby, including the merger. The SDI Board accordingly recommends that the SDI stockholders vote: |
• | “FOR” Proposal No. 1, to approve the merger agreement and the transactions contemplated thereby, including the merger; |
• | “FOR” Proposal No. 2, to approve, on an advisory basis, a resolution a proposal
to approve certain compensation that may be paid or become payable to named executive officers of SDI in connection with the merger; and |
• | “FOR” Proposal No. 3 to, if necessary, adjourn the SDI special meeting if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. |
Q: | What risks should I consider in deciding whether to vote in favor of the merger? |
A: | You should carefully review the section of this proxy statement/prospectus titled
“Risk Factors,” which sets forth certain risks and uncertainties related to the merger. |
Q: | When do you expect the merger to be consummated? |
A: | We anticipate that the merger will occur shortly after the SDI special meeting to be held on [•], 2020 but we cannot predict the exact timing. For more information, please see the section titled “The Merger Agreement—Conditions to the Completion of the Merger” in this proxy statement/prospectus. |
Q: | What
are the material U.S. federal income tax consequences of the merger to U.S. Holders of SDI shares? |
A: | It is a condition to SDI’s obligation to consummate the merger that SDI receive an opinion from Morgan, Lewis & Bockius LLP, dated as of the closing date, regarding the qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). It is a condition to TPB’s obligation to consummate the merger that TPB receive an opinion from Lathrop GPM LLP, dated as of the closing date, regarding the qualification of the merger as a “reorganization” within the meaning of Section 368(a)
of the Code. Subject to the tax opinion representations and assumptions, in the opinions of |
Q: | What do I need to do now? |
A: | SDI
urges you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the merger affects you. |
Q: | What happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable? |
A: | If you are a stockholder of SDI as of the record date, (a) the failure to return your proxy card or otherwise provide proxy instructions will have the effect of (i) a vote against the proposal to approve Proposal No. 1, to approve the merger agreement and the transactions contemplated thereby, including the merger, (ii) reducing the aggregate number of votes required to approve Proposals
Nos. 2, 3 and 5, and (iii) no effect on Proposals Nos. 4 and 6, and (b) your shares will not be counted for purposes of determining whether a quorum is present at the SDI special meeting. |
Q: | May I vote in person at the SDI special meeting of stockholders of SDI? |
A: | If your shares of SDI Common Stock are registered directly in your name with SDI’s transfer agent as of the record date, you are considered to be the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by SDI. If
you are a stockholder of record of SDI as of the record date, you may attend the SDI special meeting and vote your shares in person. Even if you plan to attend the SDI special meeting in person, SDI requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the SDI special meeting if you become unable to attend. If your shares of SDI Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the SDI special meeting. Because a beneficial owner is not the stockholder of record, you may not vote these
shares in person at the SDI special meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the SDI special meeting. |
Q: | When and where is the SDI special meeting of SDI’s stockholders? |
A: | The SDI special meeting will be held at [•] [a.m.], local time, on [•], 2020 at [•], unless postponed or adjourned to a later date.
All of SDI’s stockholders as of the record date, or their duly appointed proxies, may attend the SDI special meeting. |
Q: | If my SDI shares are held in “street name” by my broker, will my broker vote my shares for me? |
A: | Unless your broker has discretionary authority to vote on certain matters, your broker will not be able to vote your shares of SDI Common Stock without instructions from you. Brokers are not expected to have discretionary authority to vote for any of the proposals. To make sure that your vote is counted, you should instruct
your broker to vote your shares, following the procedures provided by your broker. |
Q: | May I change my vote after I have submitted a proxy or provided proxy instructions? |
A: | Yes. An SDI stockholder can revoke its proxy at any time before the final vote at the SDI special meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways: |
• | You may submit another properly completed proxy card with a later date. |
• | You
may grant a subsequent proxy through the internet. |
• |
• | You may attend the SDI special meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy. |
Q: | Who is paying for this proxy solicitation? |
A: | SDI is responsible for its respective costs of printing and is responsible for the cost of filing of this proxy statement/prospectus and the proxy card. SDI may also reimburse brokerage firms, banks and other agents for the
cost of forwarding proxy materials to beneficial owners of SDI Common Stock. |
Q: | Who can help answer my questions? |
A: | If you are a stockholder of SDI and would like additional copies, without charge, of this proxy statement/prospectus or if you have questions about the merger, including the procedures for voting your shares, you should contact: |
• | the in-depth knowledge of and familiarity with the business, operations, financial condition and prospects of TPB, SDI’s primary asset, that was developed by SDI as a significant stockholder of TPB, and the belief that TPB Common Stock represents an attractive long term investment opportunity; |
• | the potential to provide its current stockholders with greater liquidity by owning stock in a public company, provided, however, there can be no certainty on the timing or amount of any liquidity; and |
• | the
expectation that the merger with TPB would be a time- and cost-effective means to access liquidity for its stockholders. |
• | the possibility that the merger might not be consummated in a timely manner or at all and the potential adverse effect of the public announcement of the merger on the reputation of SDI and the ability of SDI to obtain financing in the future in the event the merger is not completed; and |
• | the
financial analysis reviewed by Houlihan Lokey with the SDI special committee as well as the oral opinion of Houlihan Lokey rendered to the SDI special committee on April 7, 2020 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the SDI |
• | provide nonpublic information in response therefore (including nonpublic information regarding SDI or any of its subsidiaries) to the person who made an acquisition proposal; and |
• | participate in any discussions or negotiations with any
person who makes an acquisition proposal regarding that acquisition proposal. For a more complete description, see the section of this proxy statement/prospectus captioned “The Merger—Acquisition Proposals.” |
Name | | | Current
Principal Affiliation |
| | President and CEO | |
Graham Purdy | | | Chief
Operating Officer |
| | Chief Financial Officer | |
James W. Dobbins | | | Senior
Vice President, General Counsel, and Secretary |
• | the merger is subject to approval of the merger agreement by SDI’s stockholders, and failure to obtain this approval would prevent the closing of the merger; |
• | the merger may be completed even though certain
events occur prior to the closing that materially and adversely affect SDI or TPB; |
• | some SDI and TPB officers and directors have interests in the merger that are different from the respective stockholders of SDI and TPB and that may influence them to support or approve the merger without regard to the interests of the respective stockholders of SDI and TPB; |
• | the market price of TPB Common Stock following the merger may decline as a result of the merger; |
• | during the pendency of the merger, SDI may not be able to enter
into a business combination with another party under certain circumstances because of restrictions in the merger agreement, which could adversely affect its business; |
• | certain provisions of the merger agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the merger agreement; |
• | if the conditions to the merger are not met, the merger will not occur; |
• | the merger will involve substantial costs; and |
• | litigation
relating to the merger could require SDI or TPB to incur significant costs and suffer management distraction, and could delay or enjoin the merger. |
(dollars
in thousands, except share data) | | | Year Ended December 31, | | | Three Months Ended March 31, | |||||||||||||||
| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2020 | | | 2019 | |
Consolidated
Statement of Operations Data: | | | | | | | | | | | | | | | |||||||
Net
sales | | | $361,989 | | | $332,683 | | | $285,777 | | | $206,228 | | | $197,256 | | | $90,689 | | | $91,628
|
Cost of sales | | | 225,243 | | | 190,124 | | | 160,807 | | | 105,683 | | | 100,775 | | | 49,258 | | | 51,164
|
Gross profit | | | 136,746 | | | 142,559 | | | 124,970 | | | 100,545 | | | 96,481 | | | 41,431 | | | 40,464
|
Selling, general and administrative expenses | | | 109,887 | | | 94,075 | | | 75,290 | | | 56,626 | | | 51,758 | | | 32,394 | | | 28,429
|
Operating income | | | 26,859 | | | 48,484 | | | 49,680 | | | 43,919 | | | 44,723 | | | 9,037 | | | 12,035
|
Interest expense, net | | | 17,342 | | | 14,819 | | | 16,889 | | | 26,621 | | | 34,284 | | | 4,994 | | | 3,856
|
Investment income | | | (2,648) | | | (424) | | | (438) | | | (768) | | | — | | | (91) | | | (144) |
Loss
on extinguishment of debt | | | 1,308 | | | 2,384 | | | 6,116 | | | 2,824 | | | — | | | — | | | —
|
Net periodic benefit (income) cost, excluding service cost | | | (4,961) | | | 131 | | | 180 | | | 334 | | | 212 | | | (87) | | | (11) |
Income
before income taxes | | | 15,818 | | | 31,574 | | | 26,933 | | | 14,908 | | | 10,227 | | | 4,221 | | | 8,334
|
Income tax expense (benefit) | | | 2,044 | | | 6,285 | | | 7,280 | | | (12,005) | | | 1,078 | | | 946 | | | 1,774
|
Consolidated net income | | | 13,774 | | | 25,289 | | | 19,653 | | | 26,913 | | | 9,149 | | | 3,275 | | | 6,560
|
Net loss attributable to non-controlling interest | | | — | | | — | | | (556) | | | — | | | $— | | | — | | | —
|
Net income attributable to Turning Point Brands, Inc. | | | $13,774 | | | $25,289 | | | $20,209 | | | $26,913 | | | $9,149 | | | $3,275 | | | $6,560
|
| | | | | | | | | | | | | |
(dollars in thousands, except share data) | | | Year
Ended December 31, | | | Three Months Ended March 31, | |||||||||||||||
| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2020 | | | 2019 | |
Basic
income per common share: | | | | | | | | | | | | | | | |||||||
Net
income attributable to Turning Point Brands, Inc. | | | $0.70 | | | $1.31 | | | $1.06 | | | $1.63 | | | $1.27 | | | $0.17 | | | $0.34
|
Diluted income per common share: | | | | | | | | | | | | | | | |||||||
Net
income attributable to Turning Point Brands, Inc. | | | $0.69 | | | $1.28 | | | $1.04 | | | $1.49 | | | $1.10 | | | $0.16 | | | $0.33
|
Weighted average common shares outstanding: | | | | | | | | | | | | | | | |||||||
Basic | | | 19,627,093 | | | 19,355,607 | | | 18,989,177 | | | 16,470,352 | | | 7,198,081 | | | 19,689,446 | | | 19,559,596
|
Diluted | | | 20,037,540 | | | 19,827,562 | | | 19,513,008 | | | 18,015,545 | | | 8,354,387 | | | 20,106,800 | | | 20,045,964 |
(dollars
in thousands) | | | As of December 31, | | | As of March 31, | ||||||||||||
| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2020 | |
Consolidated
Balance Sheet Data: | | | | | | | | | | | | | ||||||
Cash | | | $95,250 | | | $3,306 | | | $2,607 | | | $2,865 | | | $4,835 | | | $99,406 |
Working
capital | | | 133,364 | | | 48,088 | | | 41,263 | | | 37,289 | | | 42,815 | | | 133,677 |
Total
assets | | | 446,584 | | | 339,377 | | | 282,277 | | | 285,020 | | | 242,463 | | | 449,320 |
Notes
payable and long-term debt | | | 284,191 | | | 220,715 | | | 202,040 | | | 218,225 | | | 292,440 | | | 279,977 |
Total
liabilities | | | 339,999 | | | 256,754 | | | 228,953 | | | 250,962 | | | 324,075 | | | 344,009 |
Total
stockholders' equity (deficit) | | | 106,585 | | | 82,623 | | | 53,324 | | | 34,058 | | | (81,612) | | | 105,311 |
• | the levying of substantial and increasing tax and duty charges; |
• | restrictions or bans on advertising, marketing and sponsorship; |
• | the display of larger health warnings, graphic health warnings and other labeling requirements; |
• | restrictions
on packaging design, including the use of colors and generic packaging; |
• | restrictions or bans on the display of tobacco product packaging at the point of sale, and restrictions or bans on cigarette vending machines; |
• | requirements regarding testing, disclosure and performance standards for tar, nicotine, carbon monoxide and other smoke constituents levels; |
• | requirements regarding testing, disclosure and use of tobacco product ingredients; |
• | increased
restrictions on smoking in public and work places and, in some instances, in private places and outdoors; |
• | elimination of duty free allowances for travelers; and |
• | encouraging litigation against tobacco companies. |
• | obtain necessary additional financing for working capital, capital expenditures or other purposes in the future; |
• | plan for, or react to, changes in its business and the industries
in which it operates; |
• | make future acquisitions or pursue other business opportunities; |
• | react in an extended economic downturn; and |
• | pay dividends. |
• | incur additional debt; |
• | pay dividends and make other restricted payments; |
• | create liens; |
• | make
investments and acquisitions; |
• | engage in sales of assets and subsidiary stock; |
• | enter into sale-leaseback transactions; |
• | enter into transactions with affiliates; |
• | transfer all or substantially all of its assets or enter into merger or consolidation transactions; and |
• | enter into certain hedging agreements. |
• | difficulties
integrating personnel from acquired entities and other corporate cultures into its business; |
• | difficulties integrating information systems; |
• | the potential loss of key employees of acquired companies; |
• | the assumption of liabilities and exposure to undisclosed or unknown liabilities of acquired companies; or |
• | the diversion of management attention from existing operations. |
• | limitations
on the removal of directors; |
• | limitations on the ability of TPB’s stockholders to call special meetings; |
• | limitations on stockholder action by written consent; |
• | establishing advance notice provisions for stockholder proposals and nominations for elections to the TPB Board to be acted upon at meetings of stockholders; and |
• | limitations on the ability of TPB’s stockholders
to fill vacant directorships or amend the number of directors constituting the TPB Board. |
• | the risk that the conditions to the closing of the merger are not satisfied, including the failure to timely obtain stockholder approval for the transaction from each of SDI’s stockholders, and TPB, as the sole equityholder of merger sub; |
• | the risk that the merger may be completed even though certain events occur prior to the closing that materially and adversely affect
TPB or SDI; |
• | uncertainties as to the timing of the consummation of the merger and the ability of each of TPB and SDI to consummate the merger; |
• | the market price of TPB Common Stock following the merger may decline as a result of the merger; |
• | risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the merger; |
• | during
the pendency of the merger, SDI may not be able to enter into a business combination with another party under certain circumstances because of restrictions in the merger agreement, which could adversely affect its business; |
• | unexpected costs, charges or expenses resulting from the merger; |
• | potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; |
• | litigation relating to the merger could require TPB or SDI to incur significant costs and suffer management
distraction, and could delay or enjoin the merger; |
• | risks associated with the possible failure to realize certain anticipated benefits of the merger, including with respect to future financial and operating results; |
• | the development or continued existence of markets for TPB’s products; |
• | the impact of the COVID-19 crisis on customers and suppliers; |
• | TPB’s ability to expand
addressable markets; |
• | industry trends in the markets in which TPB competes, including the demand for non-combustible products; |
• | the maintenance of TPB’s existing licenses and timing or likelihood of regulatory filings and approvals; |
• | the commercialization and pricing of TPB’s products; |
• | the implementation and growth of TPB’s business model and strategic plans for TPB’s
business and products; |
• | the scope of protection TPB is able to establish and maintain for intellectual property rights covering TPB’s products; |
• | TPB’s ability to enter into strategic arrangements with distributors, retailers and other partners and the potential benefits of such arrangements; |
• | the availability of wholesale distribution and other opportunities to expand TPB’s distribution channels and the potential benefits of such opportunities; |
• | TPB’s
successful integration of acquired businesses; |
• | TPB’s estimates regarding expenses, capital requirements and needs for additional financing; |
• | TPB’s financial performance; and |
• | developments relating to TPB’s competitors and its industries. |
1. | To approve the merger agreement, and the transactions contemplated thereby, including the merger, in accordance with the merger agreement. |
2. | To
approve, on an advisory basis, a resolution approving certain compensation that may be paid or become payable to named executive officers of SDI in connection with the merger; |
3. | To consider and, if necessary, vote upon an adjournment of the SDI special meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.; |
4. | To elect five directors of SDI to serve until SDI’s 2021 annual meeting of stockholders, and all until their respective successors are duly elected and qualified (provided that if Proposal No. 1 is approved and the merger is completed, SDI will be merged out of existence and will no longer have a board of directors,
and there will be no SDI 2021 annual meeting of stockholders); |
5. | To approve, on an advisory basis, a resolution regarding named executive officer compensation for 2019; |
6. | To approve, on an advisory basis, a resolution regarding how frequently we will submit future advisory votes on executive officer compensation to our stockholders; and |
7. | To transact such other business as may properly come before the SDI special meeting or any adjournment or postponement thereof. |
• | The SDI special committee has submitted its report and determination to the SDI Board and has unanimously (i) determined that the consummation of the merger and the other transactions contemplated by the merger agreement, on the terms and conditions substantially as set forth in the merger agreement, are advisable and are fair to, and in the best interests of, SDI and its stockholders, (ii) approved and declared advisable the merger and the other transactions contemplated by the merger agreement, (iii) approved the merger agreement and (iv) recommended that the SDI Board recommend the approval and adoption of the merger agreement by SDI’s stockholders. |
• | The
SDI Board has (i) determined that entry by SDI into the merger agreement, the merger and the other transactions contemplated by the merger agreement, are advisable and are fair to, and in the best interests of, SDI and its stockholders, (ii) approved and declared advisable the merger and the other transactions contemplated by the merger agreement, including the merger, and (iii) approved and authorized each of the transaction documents, including the merger agreement. The SDI Board recommends that SDI’s stockholders vote “FOR” Proposal No. 1 to approve the merger agreement and the transactions contemplated thereby. |
• | The SDI Board has resolved that the SDI Board shall, if necessary, recommend the adjournment of the SDI special meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal
No. 1. The SDI Board recommends that, if necessary, SDI’s stockholders vote “FOR” Proposal No. 3 to adjourn the SDI special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. |
• | to
vote in person, attend the SDI special meeting and SDI will provide you a ballot when you arrive; |
• | to vote using the proxy card, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. If you return your signed proxy card to SDI before the SDI special meeting, SDI will vote your shares as you direct on the proxy card; or |
• | to vote by telephone or on the internet, dial the number on the proxy card or voting instruction form or visit the website on the proxy card or voting instruction form to complete an electronic proxy card.
You will be asked to provide SDI’s number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m., Eastern time on [•], 2020 to be counted. |
• | the
in-depth knowledge of and familiarity with the business, operations, financial condition and prospects of TPB, SDI’s primary asset, that was developed by SDI as a significant stockholder of TPB, and the belief that TPB Common Stock represents an attractive long term investment opportunity; |
• | the potential to provide its current stockholders with greater liquidity by owning stock in a public company, provided, however, there can be no certainty on the timing or amount of any liquidity; |
• | the expectation that the merger with TPB would be a time- and cost-effective means to access liquidity for its stockholders; |
• | the
SDI Board’s belief that no alternatives to the merger were reasonably likely to create greater value for SDI’s stockholders; |
• | the expectation that the merger will eliminate the discount in the trading price of SDI shares and TPB assets in a “sum of the parts” valuation; |
• | the belief that (i) the merger is more favorable to SDI stockholders than the potential value that would result from SDI continuing as a stand-alone company, (ii) it was unlikely that an alternative transaction with TPB or any other counterparty would provide superior value to the SDI stockholders and (iii) the terms of the merger agreement would not preclude or deter a willing and financially
capable third party, were one to exist, from making a superior proposal with respect to SDI following the announcement of the merger agreement; |
• | the terms and conditions of the merger agreement, including, without limitation, the following: |
• | the determination that the expected relative percentage ownership of TPB’s stockholders and SDI’s stockholders in the combined organization was appropriate based, in the judgment of the SDI Board, on the SDI Board’s assessment of the approximate valuations of TPB and SDI; |
• | the expectation
that the merger will be treated as a reorganization for U.S. federal income tax purposes; |
• | the limited number and nature of the conditions of the obligation of TPB to consummate the merger; and |
• | the belief that the other terms of the merger agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, were reasonable in light of the entire transaction; |
• | the shares of TPB Common Stock issued to SDI’s stockholders will be registered on a Form S-4 registration
statement and will become freely tradable for SDI’s stockholders who are not affiliates of SDI; |
• | the merger may enable certain stockholders of SDI to increase the value of their current shareholding; and |
• | the likelihood that the merger will be consummated on a timely basis. |
• | the
possibility that the merger might not be consummated in a timely manner or at all and the potential adverse effect of the public announcement of the merger on the reputation of SDI and the ability of SDI to obtain financing in the future in the event the merger is not completed; |
• | the expenses to be incurred in connection with the merger and related administrative challenges associated with combining the companies; |
• | the fact that the representations and warranties of SDI in the merger agreement do not survive the closing of the merger and the potential risk of liabilities that may arise post-closing; and |
• | various
other risks associated with the combined organization and the merger, including the risks described in the section titled “Risk Factors” in this proxy statement/prospectus. |
1. | reviewed
the following agreements and documents: |
a. | Draft, dated April 7, 2020, of the merger agreement; |
2. | reviewed certain publicly available business and financial information relating to SDI and TPB that Houlihan Lokey deemed to be relevant; |
3. | reviewed certain information relating to the current and future operations, financial condition and prospects of SDI made available to Houlihan Lokey by SDI, including (a) the number of shares of TPB Common Stock anticipated
to be received by SDI on a pro forma basis in connection with the divestiture of Standard Outdoor, LLC, a subsidiary of SDI, and (b) financial projections prepared by the management of SDI relating to annual public company costs and other corporate expenses expected to be incurred by SDI each year absent the transaction, all as prepared by the management of SDI (which we refer to as the Company Projections); |
4. | spoke with certain members of the managements of SDI and TPB and certain of their and the special committee’s representatives and advisors regarding the respective businesses, operations, financial condition and prospects of SDI and TPB, the merger and related matters; |
5. | reviewed
the current and historical market prices and trading volume for certain of SDI’s and TPB’s publicly traded securities, and the current and historical market prices of the publicly traded securities of certain other companies that Houlihan Lokey deemed relevant; and |
6. | conducted other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate. |
• | VWAR— the ratio between share prices of SDI and TPB, computed as the volume-weighted average price for the SDI Common Stock over the volume-weighted average price for the TPB Common Stock for a particular
period. |
• | VWAP— the volume-weighted average price for the applicable security for a particular period. |
| | VWAR
On the Selected Date | | | 5-Day VWAR | | | 10-Day VWAR | | | 20-Day
VWAR | | | 30-Day VWAR | |
Selected Market Trading Metric (As of April 3, 2020) | | | 0.463x | | | 0.500x | | | 0.436x | | | 0.462x | | | 0.482x |
Implied
Premium (Discount) in Merger Over Selected Market Trading Metric (As of April 3, 2020) | | | 10.3% | | | 2.2% | | | 17.2% | | | 10.6% | | | 5.9% |
Selected
Market Trading Metric - Unaffected (As of November 15, 2019) | | | 0.411x | | | 0.417x | | | 0.432x | | | 0.476x | | | 0.483x |
Implied
Premium (Discount) in Merger Over Selected Unaffected Market Trading Metric (As of November 15, 2019) | | | 24.2% | | | 22.3% | | | 18.2% | | | 7.2% | | | 5.7% |
Name
and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership of Class A Common Stock(1) | | | Amount and Nature of Beneficial Ownership of Class B Common Stock(1) | | | Total Beneficial Ownership | | | Percent of Class A | | | Percent
of Class B |
| | 28,825 | | | — | | | * | | | * | | | * | |
Ian
Estus | | | 81,277 | | | — | | | * | | | * | | | * |
Edward
J. Sweeney | | | — | | | — | | | * | | | * | | | * |
Bradford
A. Tobin | | | 34,913 | | | — | | | * | | | * | | | * |
David
M. Wurzer | | | 7,974 | | | 3,050 | | | * | | | * | | | * |
Thomas
F. Helms, Jr. | | | 116,341 | | | 272,624 | | | 2.3% | | | 1.3% | | | 3.5% |
| | — | | | — | | | * | | | * | | | * | |
| | 2,097 | | | — | | | * | | | * | | | * |
(1) | Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the securities shown to be owned by such stockholder. The inclusion herein of securities listed as beneficially owned does not constitute an admission of beneficial ownership. |
• | An assumed closing date for the merger of June 30, 2020; |
• | A
price per share of SDI common stock of $11.82, which equals the average closing price of the SDI common stock over the first five business days following April 8, 2020, which was the date of the first public announcement of the signing of the merger agreement. We refer to this price as the “assumed SDI per share price.” |
Name | | | Cash | | | Equity(1) | | | Perquisites/ Benefits | | | Total |
| | $— | | | $111,746 | | | $— | | | $111,746 | |
Edward
J. Sweeney | | | $— | | | $— | | | $— | | | $— |
Bradford
A. Tobin | | | $— | | | $128,259 | | | $— | | | $128,259 |
(1) | Includes the accelerated vesting of 9,454 and 10,851 restricted shares owned by Mr. Baxter and Mr. Tobin, respectively. |
• | U.S. expatriates and former citizens or long-term residents of the United States; |
• | persons
whose functional currency is not the U.S. dollar; |
• | persons holding SDI Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; |
• | banks, insurance companies, mutual funds and other financial institutions; |
• | real estate investment trusts or regulated investment companies; |
• | brokers,
dealers or traders in securities; |
• | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | S corporations, partnerships or other entities or arrangements treated as partnerships or disregarded entities for U.S. federal income tax purposes (and investors therein); |
• | persons for whom SDI Common Stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code or “Section
1244 stock” for purposes of Section 1244 of the Code; |
• | tax-exempt organizations or governmental organizations; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to SDI Common Stock being taken into account in an “applicable financial statement” (as defined in the Code); |
• | persons deemed to sell SDI Common Stock under the constructive sale provisions of the Code; |
• | persons
who acquired their SDI Common Stock pursuant to the exercise of warrants or conversion rights under convertible instruments; |
• | persons who acquired their SDI Common Stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code; |
• | persons who hold or received SDI Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation; |
• | persons who have at any time actually or constructively owned more than 5% of SDI Common Stock; and |
• | persons
who hold their SDI Common Stock through tax-qualified retirement plans. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or
other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) over all of its substantial decisions or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. |
• | a U.S. Holder of shares of SDI Common Stock will not recognize any gain or loss upon the exchange of shares of SDI Common Stock for shares of TPB Common Stock in the merger; |
• | a U.S. Holder of shares of SDI Common Stock will have an aggregate tax basis in the shares of TPB Common Stock received in the merger equal
to the aggregate tax basis of the shares of SDI Common Stock surrendered in exchange therefor; |
• | a U.S. Holder of shares of SDI Common Stock will have a holding period for the shares of TPB Common Stock received in the merger that includes its holding period for its shares of SDI Common Stock surrendered in exchange therefor; and |
• | if a U.S. Holder of shares of SDI Common Stock acquired different blocks of shares of SDI Common Stock at different times or at different prices, then the the tax basis and holding period of each block of shares of TPB Common Stock received in the merger will be determined on a block-for-block basis depending on the basis and holding period
of each block of shares of SDI Common Stock exchanged for such shares of TPB Common Stock. A U.S. Holder that acquired different blocks of SDI Common Stock at different times or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of the shares of TPB Common Stock received in the merger. |
• | the
holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number; |
• | the holder furnishes an incorrect taxpayer identification number; or |
• | the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends. |
• | maintain its existing listing on NYSE; |
• | to the extent required by the rules and regulations of NYSE, to prepare and submit to NYSE a notification form for the listing of the shares of TPB Common Stock to be issued in connection with the merger, and to cause those shares to be approved for listing (subject to official notice of issuance); and |
• | to
the extent required by the rules of the NYSE, to file an initial listing application for the TPB Common Stock on NYSE and to cause the NYSE listing application to be conditionally approved prior to the effective time. |
• | the
registration statement on Form S-4, of which this proxy statement/prospectus is a part, must have been declared effective by the SEC in accordance with the Securities Act and must not be subject to any stop order or proceeding, or any proceeding threatened by the SEC, seeking a stop order with respect to the registration statement that has not been withdrawn; |
• | there must not have been issued, and remain in effect, any temporary restraining order, preliminary or permanent injunction, judgment, or other order or decree by any tribunal, court or other governmental body of competent jurisdiction or law which has the effect of preventing, making illegal, or prohibiting the consummation of the merger, and there must not be pending any legal proceeding by any governmental body of competent jurisdiction seeking to prohibit the
consummation of the merger; |
• | the affirmative vote of a majority of the aggregate voting power of outstanding shares of SDI Common Stock voting as a single class; |
• | the affirmative vote (or written consent) of TPB, as the sole equityholder of merger sub; |
• | the shares of TPB Common Stock to be issued in the merger pursuant to the merger agreement must have been approved for listing, subject to official notice of issuance, on NYSE as of the closing; and |
• | the
applicable approvals, clearances, or waiting periods, and any extensions thereof, under the HSR Act or any foreign competition laws that are applicable to the merger. |
• | the other party to the merger agreement must have performed or complied with in all material respects all of the party’s agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the effective time; |
• | the
other party must have delivered certain certificates and other documents required under the merger agreement for the closing of the merger; and |
• | the party must have received the opinion of its legal counsel, dated as of the closing date of the merger, to the effect that the merger will be treated, for U.S. federal income tax purposes, as a reorganization within the meaning of Section 368(a) of the Code. |
• | the
representations and warranties of SDI regarding certain matters related to due organization and subsidiaries, authority, required stockholder votes, capitalization, ownership of shares, and financial advisors of SDI in the merger agreement must be true and correct in all material respects on the date of the merger agreement and on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then as of that particular date; |
• | certain representations and warranties of SDI related to capitalization and equity awards or options must be true and correct in all respects as of the date of the
merger agreement and on the closing date of the merger (other than, as of the closing date, inaccuracies that are de minimis in the aggregate on the closing date) with the same force and effect as if made on the date on which the merger is to be completed; |
• | the remaining representations and warranties of SDI in the merger agreement must be true and correct on the date of the merger agreement and on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then as of that particular date, except in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a SDI material adverse effect (without
giving effect to any references therein to any SDI material adverse effect or other materiality qualifications); |
• | since the date of the merger agreement, there must not have occurred a SDI material adverse effect, which means any effect, change, event, circumstance or development that is or would be reasonably expected to be materially adverse to the business, assets, or liabilities of SDI and its subsidiaries, taken as a whole, or any effect, change, event, circumstance or development that is or would reasonably be expected to be materially adverse to
the business, assets, or liabilities of SDI and its subsidiaries, taken as a whole, but excluding the ownership of capital stock of TPB; and |
• | TPB shall have received each of the following, which must be in full force and effect: |
• | letters of resignation and waivers of certain claims from each member of the SDI Board (or equivalent governing body) and each officer of SDI and each of its subsidiaries (excluding TPB and its subsidiaries); |
• | evidence
that SDI has purchased the required D&O tail insurance policy; |
• | evidence that SDI has paid all indebtedness not included in its estimate of net liabilities delivered to TPB prior to closing; |
• | evidence that the liquidator of Maidstone Insurance Company does not intend to take further action against SDI or its subsidiaries; and |
• | evidence that that certain license agreement dated May 1,
2018 between SDI and Standard General, L.P. has been terminated or expired in accordance with its terms. |
• | the representations and warranties of TPB regarding certain matters related to due organization and subsidiaries, authority, and financial advisors in the merger agreement must be true and correct in all material respects on the date of the merger agreement and on the closing date of the merger with the same force and effect as if made on the
date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then as of that particular date; and |
• | the remaining representations and warranties of TPB in the merger agreement must be true and correct on the date of the merger agreement and on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then as of that particular date, except in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a TPB material adverse effect (without giving effect to any references therein to any TPB material adverse effect or other materiality qualifications). |
• | corporate organization and power, and similar corporate matters; |
• |
• | organizational documents; |
• | authority
to enter into the merger agreement and the related agreements; |
• | votes required for completion of the merger and approval of the proposals that will come before the SDI special meeting; |
• | except as otherwise specifically disclosed pursuant to the merger agreement, the fact that the consummation of the transactions contemplated by the merger agreement would not contravene or require the consent of any third party; and |
• | financial advisors. |
• | valid issuance of shares of TPB Common Stock; and |
• | the receipt by the TPB special committee
of Duff & Phelps, LLC’s fairness opinion. |
• | capitalization and ownership of shares; |
• | financial statements; |
• | absence of material changes or events; |
• | absence
of undisclosed liabilities; |
• | title to assets; |
• | real property and leaseholds; |
• | intellectual property; |
• | the validity of material contracts to which SDI is a party and the absence of certain violations, defaults or breaches of such contracts; |
• | regulatory
compliance, permits and restrictions; |
• | legal proceedings and orders; |
• | tax matters; |
• | employee and labor matters and benefit plans; |
• | environmental matters; |
• | insurance; |
• | whether
any brokerage or finder’s fee or other fee or commission has been paid or promised in connection with the merger; |
• | transactions with affiliates; |
• | compliance with anti-bribery laws; and |
• | the receipt by the SDI special committee of Houlihan Lokey’s fairness opinion. |
• | any merger, consolidation, amalgamation, share exchange, business combination, issuance or acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or similar transaction: (i) in which SDI is a constituent entity, (ii) in which any individual, entity, governmental entity, or “group,” as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the
outstanding securities of any class of voting securities of SDI or (iii) in which SDI issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries; or |
• | any sale, lease, exchange, transfer, license, acquisition, or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of SDI and its subsidiaries, as applicable, taken as a whole. |
• | any
merger, consolidation, amalgamation, share exchange, business combination, issuance or acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or similar transaction: (i) in which TPB is a constituent entity, (ii) in which any individual, entity, governmental entity, or “group,” as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of TPB or (iii) in which TPB issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries; or |
• | any sale, lease, exchange,
transfer, license, acquisition, or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of TPB and its subsidiaries, as applicable, taken as a whole. |
(a) | SDI receives an unsolicited SDI Acquisition Proposal that constitutes a SDI Superior Offer and such SDI Superior Offer has not been withdrawn; |
(b) | SDI
determines in good faith (after consultation with outside legal counsel), that in light of an SDI Superior Offer the failure to effect such SDI Change of Recommendation could cause it to violate its fiduciary duties to SDI stockholders under applicable law; |
(c) | TPB has received written notice from SDI at least one (1) business day prior to such SDI Change of Recommendation, which notice shall (1) state expressly that SDI has received an SDI Acquisition Proposal which the SDI Board has determined is a SDI Superior Offer and that SDI intends to effect a SDI Change of Recommendation and the manner in which it intends or may intend to do so and (2) include the identity of the person making such SDI Acquisition Proposal and a copy (if in writing) and summary of material terms of such SDI Acquisition Proposal; and |
(d) | During
the pre-closing period, SDI and its advisors have negotiated in good faith with TPB (provided that TPB desires to negotiate) to make adjustments in the terms and conditions of the merger agreement such that such SDI Acquisition Proposal would no longer constitute an SDI Superior Offer. |
(a) | TPB receives an unsolicited TPB Acquisition Proposal that constitutes a TPB Superior Offer and such TPB Superior Offer has not been withdrawn; |
(b) | TPB determines in good faith (after consultation with outside legal counsel), that in light of a TPB Superior Offer the failure to effect such TPB Change of Recommendation could cause it to violate its fiduciary duties to TPB stockholders under applicable law; |
(c) | SDI
has received written notice from TPB at least one business day prior to such TPB Change of Recommendation, which notice shall (1) state expressly that TPB has received a TPB Acquisition Proposal which the TPB Board has determined is a TPB Superior Offer and that TPB intends to effect a TPB Change of Recommendation and the manner in which it intends or may intend to do so and (2) include the identity of the person making such TPB Acquisition Proposal and a copy (if in writing) and summary of material terms of such SDI Acquisition Proposal; and |
(d) | During the pre-closing period, TPB and its advisors have negotiated in good faith with SDI (provided that SDI desires to negotiate) to make adjustments in the terms and conditions of the merger agreement such that such TPB Acquisition Proposal would no longer constitute a
TPB Superior Offer. |
• | declare,
accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of SDI Common Stock from terminated employees, directors or consultants of SDI); |
• | except pursuant to the valid exercise of SDI’s outstanding options on the date of the merger agreement, in accordance with their terms as existing on the date of the merger agreement, sell, issue, grant, pledge or otherwise dispose of, encumber, or authorize any of the foregoing with respect to any capital stock or other security of SDI or any of its subsidiaries; modify, waive or amend terms, or the rights of any holder of
any outstanding capital stock or other security of SDI or any of its subsidiaries, including to reduce or alter the consideration to be paid to SDI upon the exercise of any equity interest; grant any new option for SDI Class A Common Stock or SDI Class B Common Stock of SDI; or accelerate, amend or change the period of exercisability or vesting of any outstanding SDI option or similar right or authorize any cash payment in exchange for any outstanding SDI option or similar right, except as specifically authorized by the merger agreement; |
• | except as required to give effect to anything in contemplation of the closing of the merger, amend or otherwise change any of the organizational documents of SDI or its subsidiaries,
or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification, repurchase or redemption of shares, stock split, reverse stock split or similar transaction except as related to the transactions contemplated by the merger agreement; |
• | form any subsidiary or acquire any equity interest or other interest in any other entity or enter into a joint venture with any other entity; |
• | lend money to any person; incur or guarantee any indebtedness; assume, endorse, guarantee, or otherwise become responsible for (contingently or otherwise), the obligations of any person; make any loans, advances or capital contributions; make any capital expenditures or commitments; or enter into or amend any contract with respect to any of the foregoing; |
• | other
than as required by applicable law or the terms of any SDI employee benefit plan as in effect on the date of the merger agreement, subject to certain exceptions: adopt, terminate, establish or enter into any employee benefit plan; cause or permit any employee benefit plan to be amended in any material respect; pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, benefits or other compensation or remuneration payable to, any of its directors, officers, or employees; increase or accelerate the compensation payable or to become payable (including bonus grants and retention payments) or increase or accelerate the vesting of any benefits provided, or pay or award any payment or benefit, to any of its directors, officers, employees or consultants; increase the severance or change of control benefits offered to any current or new directors, officers, or employees; or terminate or give notice of termination
to any officer or any employee whose annual base salary is or is expected to be more than $50,000 per year, other than any termination for cause; |
• | recognize any labor union, labor organization or similar entity, except as otherwise required by law and after advance notice to TPB; |
• | acquire any material asset or property (including any real property, whether via acquisition or lease) or sell, lease or otherwise irrevocably dispose of any of its material assets or properties (including any real property and any right or interest in any leases by which SDI possesses real property), or grant any encumbrance with respect to such assets or properties; |
• | sell,
assign, transfer, or otherwise dispose of, purchase or otherwise acquire or obtain, or grant or receive any license, sublicense or other rights under any intellectual property rights; |
• | make, change or revoke any material tax election, fail to pay any income or other material tax as such tax becomes due and payable, file any amendment making any material change to any tax return, settle or compromise any income or other material tax liability, enter into any tax allocation, sharing, indemnification or other similar agreement or arrangement (other than customary commercial contracts entered into in the ordinary course of business, the principal subject matter of which is not taxes), request or consent to any extension or waiver
of any limitation period with respect to any claim or assessment for any income or other material taxes (other than pursuant to an extension of time to file any tax return granted in the ordinary course of business of not more than six months), or adopt or change any material accounting method in respect of taxes; |
• | enter into, amend, breach or consent to the termination of any material contract, amend, modify, waive or consent to the termination of any of SDI’s or its subsidiaries’ rights under any material contract, or waive, release or consent
to the termination of any claims or rights of material value to SDI or any of its subsidiaries under any material contract; |
• | other than incurrence or payment of any SDI transaction expenses, make any expenditures, incur any liabilities or discharge or satisfy any liabilities, in each case, in amounts that exceed $50,000 in the aggregate; |
• | other than as required by law or GAAP, take any action to change accounting policies or procedures; |
• | initiate,
settle, or take any action not required in connection with any legal proceeding; |
• | terminate, cancel, amend, modify, allow to lapse or fail to renew any insurance coverage policy maintained by SDI or any of its subsidiaries that is not promptly replaced by a comparable amount of insurance coverage; |
• | file a petition in bankruptcy, make an assignment for the benefit of creditors or file a petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws; or |
• | agree,
resolve or commit to do any of the foregoing. |
• | as promptly as practicable make all filings and other submissions, if any, and give all notices, if any, required to be made and given in connection with the merger and the other transactions contemplated by the merger agreement; |
• |
• | use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the merger or the other transactions contemplated by the merger agreement; and |
• | use commercially reasonable efforts to satisfy the conditions precedent to the consummation of the transactions contemplated by the merger agreement. |
• | TPB will use its commercially reasonable efforts to (i) maintain the listing of its common stock on NYSE until the effective time; (ii) to the extent required by the rules and regulations of NYSE, to prepare and submit to NYSE a notification form for the listing of the shares of TPB Common Stock to be issued in connection with the merger and to cause such shares to be approved for listing (subject to official notice of issuance); and (iii) to the extent required by NYSE rules and regulations, to file an initial listing application for TPB Common Stock on NYSE and to cause such listing application to be conditionally approved prior to the effective time; |
• | TPB
will maintain directors’ and officers’ liability insurance policies, with an effective date as of the date of the closing of the merger, on commercially available terms and conditions with coverage limits no less favorable to TPB than in effect as of the date of the merger agreement; and |
• | SDI will purchase, prior to the effective time, a six year prepaid “tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of SDI’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the effective time with respect to any claim related to any period of time at or prior to the effective time. |
• | by mutual written consent of TPB and SDI; |
• | by either TPB or SDI if the merger shall not have been consummated by September 1, 2020, subject to possible extension as described herein, which date we refer to as the end date; provided, however, that the right to terminate the merger agreement
will not be available to any party whose action or failure to act has been a principal cause of the failure of the merger to occur on or before the end date and such action or failure to act constitutes a breach of the merger agreement; and provided, further, that in the event a request for additional information has been made by any governmental body, or in the event the SEC has not declared the registration statement on Form S-4, of which this proxy statement/prospectus is a part, effective under the Exchange Act by at least 60 calendar days prior to the end date, then either SDI or TPB will be entitled to extend the end date for an additional 60 calendar days by written notice to the other party; |
• | by either TPB or SDI if a tribunal, court or other governmental body of competent jurisdiction has issued a final and nonappealable judgment, order, decree or ruling, or has taken any other action that has the effect of permanently restraining, enjoining or otherwise preventing or prohibiting the merger or any of the other transactions contemplated by the merger agreement; |
• | by either
TPB or SDI if the SDI special meeting, including any adjournments and postponements thereof, has been held and completed and SDI’s stockholders have taken a final vote and the required SDI stockholder vote has not been obtained; provided, that SDI may not terminate the merger agreement pursuant to this provision if the failure to obtain the approval of SDI’s stockholders was caused by the action or failure to act of SDI and such action or failure to act constitutes a material breach by SDI or merger sub of the merger agreement; |
• | by TPB or SDI if the other party has breached any of its representations, warranties, covenants or agreements contained in the merger agreement or if any representation or warranty of the other party has become inaccurate, in either case such that the conditions to the closing of the merger would
not be satisfied as of time of such breach or inaccuracy, but only if party seeking to terminate is not itself in material breach of any representation, warranty, covenant or agreement contained in the merger agreement, and if such breach or inaccuracy is curable, then only after the expiration of a 15-day period commencing upon delivery of written notice of such breach or inaccuracy and the party’s intention to terminate; |
• | by SDI, at any time prior to the proper approval of Proposal Nos. 1 and 2 at the SDI special meeting, in order to enter into a definitive agreement to consummate a superior offer; provided that SDI has complied in all material respects with obligations relating to a superior offer as set forth in the merger agreement; and |
• | by
TPB, at any time prior to the proper approval of Proposal Nos. 1 and 2 at the SDI special meeting, in order to enter into a definitive agreement to consummate a superior offer, provided that TPB has complied in all material respects with obligations relating to a superior offer as set forth in the merger agreement. |
Name and Principal Occupation | | | Age | | | Director
Since |
Gregory H.A. Baxter Executive Chairman of the Board of Directors and Interim Chief Executive Officer of SDI | | | 66 | | | 2015 |
| | 42 | | | 2017 | |
Thomas
F. Helms, Jr. Retired; former Chairman and CEO of TPB | | | 79 | | | 2017 |
David
M. Wurzer Executive Vice President and Chief Investment Officer – Connecticut Innovations | | | 61 | | | 2010 |
| | 82 | | | 2018 |
1 | Brand
rankings and market share percentages obtained from MSAi as of December 31, 2019. |
• | Stoker’s® is the #2 loose leaf chewing tobacco brand and among the fastest growing MST brands in the industry. TPB manufactures Stoker’s® MST using only 100% American Leaf, utilizing a proprietary process to produce what the company believes is a superior product. |
• | Zig-Zag®
is the #1 premium cigarette paper brand in the U.S., with significant distribution in Canada. Zig-Zag® is also the #1 MYO cigar wrap brand in the U.S., as measured by MSAi. |
• | TPB leveraged the proud legacy and value of the Stoker’s® brand to introduce a 12 oz. MST tub, a product whose size was not offered by any other market participant at the time of introduction. Stoker’s® MST has been among the fastest growing moist snuff brands in the industry in terms of pounds sold. While competitors have introduced larger format tub packaging, the early entry and differentiation of the Stoker’s® product have firmly established TPB as the market leader with over 50% of the Tub market. In third quarter 2015, TPB introduced Stoker’s® MST in 1.2 oz. cans to further expand retail penetration, particularly in convenience stores. |
• | In
2009, TPB extended the Zig-Zag® tobacco brand into the MYO cigar wraps market and captured a 50% market share within the first two years. TPB is now the market share leader for MYO cigar wraps with approximately a 75% share. TPB believes its success was driven by the Zig-Zag® tobacco branding, which it feels is widely understood by consumers to represent a favorable, customizable experience ideally suited to MYO products. |
• | In 2019, TPB launched the Nu-X brand focused on product development in the alternative market including CBD. |
• | VaporBeast quickly established itself as a leading marketer and distributor of liquid vapor products to the non-traditional retail universe.
With its national footprint, VaporBeast is leveraging its regional consumer preference insights to further accelerate sales advances. |
• | The IVG acquisition, and specifically the VaporFi B2C marketing engine, offers TPB the opportunity to leverage the marketing competencies and processes to sell novel proprietary products across multiple channels and platforms. |
• | The Solace acquisition in 2019 provided TPB with a leading line of liquids and a powerful new product development platform. |
• | Swedish Match, which manufactures TPB’s loose-leaf chewing tobacco; |
• | Bolloré, which provides TPB with exclusive access to the Zig-Zag® cigarette paper and accessories brand for the U.S. and Canada; and |
• | Durfort, from which TPB sources its MYO cigar wraps. |
| | | | |||
Raw
materials and work in process | | | $7,050 | | | $2,722 |
Leaf
tobacco | | | 32,763 | | | 34,977 |
Finished
goods - Smokeless products | | | 5,680 | | | 6,321 |
Finished
goods - Smoking products | | | 13,138 | | | 14,666 |
Finished
goods - NewGen products | | | 17,111 | | | 37,194 |
Other | | | 989 | | | 738 |
Gross
Inventory | | | 76,731 | | | 96,618 |
LIFO
reserve | | | (5,752) | | | (5,381) |
Net
Inventory | | | $70,979 | | | $91,237 |
• | Other tobacco products (TPB); |
• | Outdoor advertising (Standard Outdoor LLC (“Standard
Outdoor”), a wholly-owned subsidiary), beginning in July 2017, which was sold on April 7, 2020; and |
• | Insurance (Pillar General, a wholly-owned subsidiary), beginning in January 2018, which was placed into liquidation proceedings on February 13, 2020, as of which time we no longer had control of the insurance company or conducted any insurance operations. |
Name | | | Age | | | Position |
| | 66 | | | Executive Chairman and Interim Chief
Executive Officer | |
| | | | |||
Edward
J. Sweeney | | | 50 | | | Interim Chief Financial Officer |
| | | | |||
Bradford
A. Tobin | | | 37 | | | General Counsel and Secretary |
| | Committee | |||||||
Board
Member | | | Audit | | | Compensation | | | Nominating
& Corporate Governance |
| | | | | | ||||
Ian
Estus | | | | | | | |||
| | | | X* | | | X | ||
Thomas
F. Helms, Jr. | | | X | | | X | | | X* |
David
M. Wurzer | | | X* | | | X | | | X |
| | X | | | | |
* | Chairperson |
• | Selects SDI’s independent auditors. |
• | Reviews the results and scope of the annual audit and the services provided by SDI’s independent auditors. |
• | Reviews the recommendations of SDI’s independent auditors with respect to the accounting system and controls. |
• | Review
and approve related parties’ transactions. |
• | Met four (4) times during the fiscal year ended December 31, 2019. |
• | Reviews and approves salaries for all corporate officers. |
• | Reviews and approves all incentive and special compensation plans and programs. |
• | Reviews and approves management succession planning. |
• | Conducts special competitive studies. |
• | Retains
compensation consultants as necessary and appropriate. |
• | Reviews and recommends to the SDI Board compensation for non-employee directors. |
• | Identifies individuals eligible to become members of the SDI Board. |
• | Select and recommend to the SDI Board the director nominees for the SDI Board for the next annual meeting of shareholders. |
• | Oversee the evaluation of the SDI Board. |
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock
Awards(1) | | | All Other Compensation | | | Total |
| | 2019 | | | $51,713 | | | — | | | — | | | — | | | $51,713 | |
| 2018 | | | $96,405 | | | — | | | — | | | — | | | $96,405 | ||
Edward
J. Sweeney Interim CFO and Treasurer(2) | | | 2019 | | | — | | | — | | | — | | | — | | | — |
| 2018 | | | — | | | — | | | — | | | — | | | — | ||
Bradford
A. Tobin General Counsel and Secretary | | | 2019 | | | $177,083 | | | — | | | — | | | — | | | $177,083 |
| 2018 | | | $200,000 | | | — | | | $348,306 | | | — | | | $548,306 |
(1) | Represents the grant date fair value of restricted share awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 20 to SDI’s consolidated financial statements included in SDI’s Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference herein, for additional information regarding restricted shares. |
(2) | Mr. Sweeney was appointed as Interim Chief Financial Officer subject to an agreement between SDI and CFGI (successor to Pine Hill Group). CFGI is compensated at fixed hourly
rates on actual hours incurred by CFGI personnel plus reasonable expenses for performing services pursuant to the agreement. CFGI is responsible for all payments to Mr. Sweeney. As a result, Mr. Sweeney does not receive direct compensation from SDI and the amount of aggregate payments made to CFGI are based on the amount of work performed on SDI’s behalf. |
Name | | | Number
of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units of Stock That Have Not Vested(1) |
| | 9,454 | | | $138,501 | |
Edward
J. Sweeney | | | — | | | — |
Bradford
A. Tobin. | | | 10,851 | | | $158,967 |
(1) | Calculated by multiplying the number of shares in the preceding column by $14.65, the closing price per share of SDI’s Class A Common Stock on December 31, 2019, the last trading day of SDI’s last fiscal year. |
• | Each non-employee SDI Board member receives an annual base retainer in cash of $32,500, payable quarterly. |
• | SDI
Directors do not receive payments for meeting attendance. |
• | Non-employee members of the SDI Board receive the following additional annual retainers, payable in cash, for service to the SDI Board in the following capacities: |
Audit Committee Chair | | | $10,000 |
Compensation
and Nominating & Corporate Governance Committee Chairs | | | $5,000 |
Committee Membership (non-Chair) | | | $3,000 |
• | In
addition, each non-employee member of the SDI Board shall receive an annual grant of restricted shares of SDI Class A Common Stock valued at $32,500, which shares shall be valued for the purposes of the grant at the closing price of the Common Stock on the date of each grant. |
Name and Principal Position | | | Fees Earned Or Paid In Cash | | | Share
Awards(1) | | | All Other Compensation | | | Total |
David
Glazek(2) | | | — | | | — | | | — | | | — |
Thomas
F. Helms, Jr. | | | $10,875 | | | $32,498 | | | — | | | $43,373 |
David
M. Wurzer | | | $12,125 | | | $32,498 | | | — | | | $44,623 |
| | $8,875 | | | $32,498 | | | — | | | $41,373 |
(1) | Mr. Wurzer, Mr. Helms and Mr. Zimmerman were each granted 2,249 shares of restricted stock on August 17, 2019. These shares vest on the first anniversary of the grant. These amounts are based upon the grant date fair value of the share awards calculated in accordance with ASC Topic 718. The assumptions used in determining the amounts in the column are set forth in Note 20 to SDI’s consolidated financial statements in SDI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Commission, as incorporated by reference herein. As of December 31, 2019, Mr. Wurzer owned options to purchase 1,400 shares
of SDI Class A Common Stock. |
(2) | Mr. Glazek has waived the right to receive compensation for service as a director. |
2 | Brand rankings and market share percentages obtained from MSAi as of December 31, 2019. |
• | Stoker’s® is the #2 loose-leaf chewing tobacco brand and among the fastest growing MST brands in the industry. TPB manufactures Stoker’s® MST using only 100% American Leaf, utilizing a proprietary process to produce what TPB believes is a superior product. |
• | Zig-Zag®
is the #1 premium cigarette paper brand in the U.S., with significant distribution in Canada. Zig-Zag® is also the #1 MYO cigar wrap brand in the U.S., as measured by MSAi. |
• | TPB
has leveraged the proud legacy and value of the Stoker’s® brand to introduce a 12 oz. MST tub, a product whose size was not offered by any other market participant at the time of introduction. Stoker’s® MST has been among the fastest growing moist snuff brands in the industry in terms of pounds sold. While competitors have introduced larger format tub packaging, the early entry and differentiation of the Stoker’s® product have firmly established TPB as the market leader with over 50% of the Tub market. In third quarter 2015, TPB introduced Stoker’s® MST in 1.2 oz. cans to further expand retail penetration, particularly in convenience stores. |
• | In 2009, TPB extended the Zig-Zag® tobacco brand into the MYO cigar wraps market and captured a 50% market share within the first two years. TPB is now the market share leader for
MYO cigar wraps with approximately a 75% share. TPB believes its success was driven by the Zig-Zag® tobacco branding, which it feels is widely understood by consumers to represent a favorable, customizable experience ideally suited to MYO products. |
• | In 2019 TPB launched the Nu-X brand focused on product development in the alternative market including cannabidiol isolate (“CBD”). |
• | VaporBeast quickly established itself as a leading marketer and distributor of liquid vapor products to the non-traditional retail universe. With its national footprint, VaporBeast is leveraging its regional consumer preference insights to further accelerate sales advances. |
• | The
IVG acquisition, and specifically the VaporFi B2C marketing engine, offers TPB the opportunity to leverage the marketing competencies and processes to sell novel proprietary products across multiple channels and platforms. |
• | The Solace acquisition in 2019 provided TPB with a leading line of liquids and a powerful new product development platform. |
• | Swedish Match, which manufactures
TPB’s loose-leaf chewing tobacco; |
• | Bolloré, which provides TPB with exclusive access to the Zig-Zag® cigarette paper and accessories brand for the U.S. and Canada; and |
• | Durfort, from which TPB sources its MYO cigar wraps. |
| | December 31, | ||||
(In
thousands) | | | 2019 | | | 2018 |
Raw
materials and work in process | | | $7,050 | | | $2,722 |
Leaf
tobacco | | | 32,763 | | | 34,977 |
Finished
goods - Smokeless products | | | 5,680 | | | 6,321 |
Finished
goods - Smoking products | | | 13,138 | | | 14,666 |
Finished
goods - NewGen products | | | 17,111 | | | 37,194 |
Other | | | 989 | | | 738 |
Gross
inventory | | | 76,731 | | | 96,618 |
LIFO
reserve | | | (5,752) | | | (5,381) |
Net
inventory | | | $70,979 | | | $91,237 |
• | Other tobacco products through Turning Point Brands, Inc. (“TPB”), a 50.2% owned subsidiary; and |
• | Until its transfer on April 7, 2020, outdoor advertising through Standard Outdoor LLC (“Standard Outdoor”), a wholly-owned subsidiary beginning in July 2017. |
• | TPB’s ability to further penetrate markets with its existing products; |
• | TPB’s ability to introduce new products and product lines that complement
its core business; |
• | Decreasing interest in some tobacco products among consumers; |
• | Price sensitivity in its end-markets; |
• | Marketing and promotional initiatives, which cause variability in TPB’s results; |
• | General economic conditions, including consumer access to disposable income; |
• | Cost
and increasing regulation of promotional and advertising activities; |
• | Cost of complying with regulation, including the “deeming regulations”; |
• | Counterfeit and other illegal products in TPB’s end-markets; |
• | Currency fluctuations; |
• | TPB’s ability to identify attractive acquisition opportunities in OTP; and |
• | TPB’s
ability to integrate acquisitions. |
| | Three
Months Ended March 31, | | | |||||
(In thousands, except percentage change) | | | 2020 | | | 2019 | | | %
Change |
Net Sales: | | | | | | | |||
Smokeless
Products | | | $26,495 | | | $22,544 | | | 17.5% |
Smoking
Products | | | 28,914 | | | 25,519 | | | 13.3% |
NewGen
Products | | | 35,280 | | | 43,565 | | | -19.0% |
Other | | | 679 | | | 681 | | | -0.3% |
Total
net sales | | | 91,368 | | | 92,309 | | | -1.0% |
Cost
of sales | | | 49,928 | | | 51,784 | | | -3.6% |
Gross
Profit: | | | | | | | |||
Smokeless
products | | | 13,874 | | | 12,073 | | | 14.9% |
Smoking
products | | | 16,132 | | | 13,484 | | | 19.6% |
NewGen
products | | | 11,425 | | | 14,907 | | | -23.4% |
Other | | | 9 | | | 61 | | | -85.2% |
Total
gross profit | | | 41,440 | | | 40,525 | | | 2.3% |
| | Three
Months Ended March 31, | | | |||||
(In thousands, except percentage change) | | | 2020 | | | 2019 | | | %
Change |
Selling, general and administrative expenses | | | 34,777 | | | 30,733 | | | 13.2% |
Total
operating income | | | 6,663 | | | 9,792 | | | -32.0% |
Interest
expense, net | | | 5,863 | | | 4,473 | | | 31.1% |
Investment
income | | | (91) | | | (144) | | | -36.8% |
Net
periodic benefit income, excluding service cost | | | (87) | | | (11) | | | 690.9% |
Income
before income taxes | | | 978 | | | 5,474 | | | -82.1% |
Income
tax expense | | | 946 | | | 1,774 | | | -46.7% |
Net
income from continuing operations | | | 32 | | | 3,700 | | | -99.1% |
Net
income attributable to noncontrolling interests | | | (1,637) | | | (3,260) | | | -49.8% |
Net
(loss) income from continuing operations attributable to SDI | | | (1,605) | | | 440 | | | -464.8% |
Net
loss from discontinued operations, net of tax | | | (1,712) | | | (3,983) | | | -57.0% |
Net
loss attributable to SDI | | | $(3,317) | | | $(3,543) | | | -6.4% |
(In
thousands) | | | | | ||
Current
Assets | | | $199,812 | | | $234,372 |
Current
Liabilities | | | 62,522 | | | 91,771 |
Working
Capital | | | $137,290 | | | $142,601 |
| | Three Months Ended March 31 | ||||
(In
thousands) | | | 2020 | | | 2019 |
Net
cash flow provided by (used in) continuing operations: | | | | | ||
Operating
activities | | | $14,125 | | | $11,852 |
Investing
activities | | | (5,816) | | | 801 |
Financing
activities | | | (11,281) | | | (16,613) |
Net
decrease in cash from continuing operations | | | (2,972) | | | (3,960) |
Net
decrease in cash from discontinued operations | | | (2,441) | | | (1,145) |
Net
decrease in cash | | | $(5,413) | | | $(5,105) |
(In thousands) | | | | | ||
2018 First Lien Term Loan | | | $144,000 | | | $146,000 |
Convertible
Senior Notes | | | 172,500 | | | 172,500 |
SDI
GACP Term Loan | | | 25,000 | | | 25,000 |
Standard
Outdoor Promissory Notes | | | 7,242 | | | 8,447 |
Note
payable - IVG | | | — | | | 4,240 |
Gross
notes payable and long-term debt | | | 348,742 | | | 356,187 |
Less
deferred finance charges | | | (7,191) | | | (7,558) |
Less
debt discount | | | (30,333) | | | (32,083) |
Less
current maturities | | | (13,743) | | | (16,977) |
Net
notes payable and long-term debt | | | $297,475 | | | $299,569 |
Name | | | Age | | | Position(s) |
| | 67 | | | President and Chief Executive Officer | |
Graham
Purdy | | | 48 | | | Chief Operating Officer |
| | 37 | | | Chief Financial Officer | |
James
W. Dobbins | | | 60 | | | Senior Vice President, General Counsel, and Secretary |
Name | | | Current
Principal Affiliation |
| | Chief Executive Officer and Director | |
| | Director | |
| | Director | |
| | Director (Chairman) | |
Peggy Hebard | | | Director |
| | Director | |
| | Director |
• | 190,000,000 shares are designated as voting common stock (“TPB Common Stock”); |
• | 10,000,000 shares are designated as non-voting common stock (“TPB Non-Voting Common Stock”); and |
• | 40,000,000 shares are designated as preferred stock. |
• | limits ownership of TPB’s capital stock by any Restricted Investor to 14.9% of outstanding TPB Common Stock and shares convertible or exchangeable therefor (including TPB Non-Voting Common Stock) (the “Permitted Percentage”); |
• | provides that any issuance or transfer of shares in excess of the Permitted Percentage to any Restricted Investor will be ineffective and that neither TPB nor TPB’s transfer agent will register such purported issuance or transfer of shares or be required to recognize the purported transferee or owner as TPB’s stockholder for any purpose whatsoever except to exercise our remedies thereunder; |
• | permits
withholding of dividends and suspends voting rights with respect to any shares held by any Restricted Investor that exceed the Permitted Percentage; |
• | permits TPB to require submission of such documentary and other evidence of status to aid determination of the percentage ownership of TPB’s capital stock by such holder; |
• | permits the TPB Board to authorize TPB to redeem any shares held by any Restricted Investor that exceeds the Permitted Percentage; and |
• | permits the TPB Board to make such determinations to ascertain ownership
and implement such measures as reasonably may be necessary. |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
ELECTIONS; VOTING; PROCEDURAL MATTERS | ||||||
| | | | |||
Authorized
Capital Stock | | | The SDI Charter authorizes the issuance of up to 380,000,000 shares, 50,000,000 shares of which are Preferred Stock, par value $.01 per share (“SDI Preferred Stock”), 300,000,000 of which are Class A Common Stock, par value $.01 per share (“SDI Class A Common Stock”) and 30,000,000 shares of which are Class B Common Stock, par value $.01 per share (“SDI Class B Common Stock”). | | | The
TPB Charter authorizes the issuance of up to 240,000,000 shares, 190,000,000 of which are Voting Common Stock, $0.01 par value per share (“TPB Common Stock”), 10,000,000 shares of which are Non-Voting Common Stock, $0.01 par value per share (“TPB Non-Voting Common Stock”), and 40,000,000 shares of which are Preferred Stock, $0.01 par value per share (“TPB Preferred Stock”). |
| | | | |||
Number
and Election of Directors | | | The SDI Bylaws provide that the number of directors shall be fixed exclusively by resolution duly adopted from time to time by the affirmative vote of a majority of the board of directors (“SDI Board”). At each annual meeting of the stockholders, directors elected to succeed those whose terms are expiring at that meeting shall be elected to hold office for a term expiring at the next annual meeting of stockholders and until their respective successors
are duly elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. | | | The TPB Bylaws provide that the number of directors shall be fixed from time to time exclusively by the board of directors (“TPB Board”) pursuant to a resolution adopted by the majority of the TPB Board. At each annual meeting of the stockholders, (i) directors shall be elected for a term of office to expire at the next annual meeting of stockholders after their
election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the TPB Board, directors may be elected to fill any vacancy on the TPB Board, regardless of how such vacancy shall have been created. |
| | | |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
Stockholder Nominations and Proposals | | | The
SDI Bylaws provide that nominations for persons to the SDI Board may be made at an annual meeting of stockholders (a) by or at the direction of, a majority of the SDI Board or a designated committee thereof, or (b) by any holder of record (both as of the time notice of such nomination is given by the stockholder and as of the record date for the annual meeting in question) of any shares of the capital stock of SDI entitled to vote at such annual meeting who complies with the procedures set forth in Section 3 of the bylaws. Any stockholder who seeks to make such a nomination, or his representative, must be present in person at the annual meeting. Only persons nominated in accordance with the procedures set forth in Section 3 of the SDI Bylaws
shall be eligible for election as directors at an annual meeting of stockholders. | | | The TPB Bylaws provide that nominations of any person for election to the TPB Board may be made at an annual meeting or a special meeting of the stockholders. Nominations may be made (a) pursuant to TPB’s proxy materials with respect to such meeting, (b) by or at the direction of the TPB Board, or (c) by any stockholder of record of TPB at the time of the giving of the notice as set forth in the bylaws,
who is entitled to vote at the meeting and who has complied with the notice procedures set forth in Section 1 of the TPB Bylaws. |
| | | | |||
Classified
Board of Directors | | | SDI does not have a classified Board of Directors. | | | TPB does not have a classified Board of Directors. |
| | | | |||
Removal
of Directors | | | Under the SDI Bylaws, any director (including persons elected by directors to fill vacancies in the SDI Board) may be removed from office only with cause and by the affirmative vote of at least two-thirds of the total votes which would be eligible to be cast by stockholders in the election of such director at a duly constituted meeting of stockholders called expressly for such purpose. A director may not be removed from office without cause. At least 30 days prior to any
meeting of stockholders at which it is proposed that any director be removed from office, written notice shall be sent to the director whose removal will be considered at the meeting. | | | Neither the TPB Charter or the TPB Bylaws have a provision regarding the removal of TPB’s directors. |
| | | | |||
Special
Meeting of the Stockholders | | | The SDI Bylaws provide that special meetings of the stockholders of SDI may be called only by (i) the SDI Board pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, (ii) the Chairman of the SDI Board, if one is elected, or (iii) the President. | | | The
TPB Charter and the TPB Bylaws provide that a special meeting of the stockholders may be called only by the TPB Board acting pursuant to a resolution adopted by a majority of the whole TPB Board. |
| | | | |||
Cumulative
Voting | | | Neither the SDI Charter or the SDI Bylaws have a provision granting cumulative voting rights in the election of SDI’s directors. | | | Neither
the TPB Charter or the TPB Bylaws have a provision granting cumulative voting rights in the election of TPB’s directors. |
| | | |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
Vacancies | | | The
SDI Charter and the SDI Bylaws provide that any vacancy occurring in the SDI Board shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, if a quorum is present. Any director that voluntarily leaves office may vote on his or her replacement. Any director appointed in accordance with the preceding sentence shall hold office until such director’s successor shall have been duly elected and qualified. In the event of a vacancy on the SDI Board, the remaining directors may exercise the powers of the full SDI Board until the vacancy is filled. | | | The
TPB Charter and the TPB Bylaws provide that any vacancy occurring in the TPB Board may be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. |
| | | | |||
Voting
Stock | | | The SDI Charter provides that the holders of shares of SDI Class A Common Stock and SDI Class B Common Stock shall (a) at all times vote together as a single class on all matters (including the election of directors) submitted to a vote or for the written consent of the stockholders of SDI, (b) be entitled to notice of any stockholders’ meeting in accordance with the SDI Bylaws and (c) be entitled to vote upon such matters and in such manner as may be provided in the SDI Charter
or required by applicable law. Each holder of SDI Class A Common Stock shall have the right to one (1) vote per share of SDI Class A Common Stock held of record by such holder and each holder of SDI Class B Common Stock shall have the right to ten (10) votes per share of SDI Class B Common Stock held of record by such holder. | | | The TPB Charter provides that each holder of TPB Common Stock shall be entitled to one (1) vote for each share of TPB Common Stock held by such holder. |
| | | | |||
Drag
Along | | | SDI does not have drag along terms in place. | | | TPB does not have drag along terms in place. |
| | | | |||
Stockholder
Action by Written Consent | | | The SDI Bylaws provide that any action required or permitted to be taken by the stockholders must be effected at a duly constituted annual or special meeting of such holders or by a consent in writing signed by the holders of all of the outstanding shares authorized to vote at such meeting. | | | Neither
the TPB Charter or the TPB Bylaws have a provision re: stockholder action by written consent. |
| | | | |||
Notice
of Stockholder Meeting | | | The SDI Bylaws provides that a written notice of all annual meetings of stockholders stating the hour, date and place of such annual meetings shall be given by the Secretary or an Assistant Secretary (or other person authorized by the SDI Bylaws or by law) not less than 10 days nor more than 60 days before the meeting, to each stockholder | | | The
TPB Bylaws provides that notice of the place, if any, date, and time of all meetings of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | entitled to vote thereat
and to each stockholder who, by law or under the SDI Charter or SDI Bylaws, is entitled to such notice, by delivering such notice to him or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on SDI’s transfer books. Such notice shall be deemed to be delivered when hand delivered to such address or deposited in the mail so addressed, with postage prepaid. | | | at the meeting, if such date is different from the record date for
determining stockholders entitled to notice of the meeting, shall be given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided in the TPB Charter or required by law. | |
| | | | |||
Conversion
Rights | | | The SDI Charter provides that each share of SDI Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of SDI Class A Common Stock at the option of the holder thereof at any time upon written notice to SDI. Before any holder of SDI Class B Common Stock shall be entitled to voluntarily convert any shares of such SDI Class B Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed (or in the case of lost, stolen, or destroyed certificate(s), shall notify SDI that the certificate(s) have been lost, stolen, or destroyed), at
the principal corporate office of SDI or of any transfer agent for the SDI Class B Common Stock, and shall give written notice to SDI at its principal corporate office, that the stockholder elects to convert the same and shall state therein the name(s) in which the certificate(s) representing the shares of SDI Class A Common Stock into which the shares of SDI Class B Common Stock are so converted are to be issued or W) in which such shares are to be registered in book entry if such shares are uncertificated. SDI shall, as soon as practicable thereafter, (x) issue and deliver at such office to such holder of SDI Class B Common Stock, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares of SDI Class A Common Stock to which such holder shall be entitled, provided, however, that SDI shall not be obligated to issue certificate(s) evidencing the shares of SDI Class A Common Stock issuable upon such voluntary conversion
unless the certificate(s) evidencing such shares of SDI Class B Common Stock are either delivered to SDI or its transfer agent as provided above, or the holder notifies SDI or its transfer agent that such certificate(s) have | | | The TPB Charter provides that each outstanding share of TPB Non-Voting Common Stock may be converted into one fully paid and nonassessable share of TPB Common Stock upon the determination of the TPB Board, which may be made in its sole discretion. The conversion right provided in the SDI Charter shall be exercised by the delivery of a written notice (the “Conversion Notice”) of the
election by the Secretary of SDI to the holder of shares of TPB Non-Voting Common Stock (the “Converted Holder”) to be converted. Subject to prior approval by the TPB Board, the Conversion Notice shall be countersigned by the Converted Holder, and an officer of SDI shall deliver such countersigned Conversion Notice to the office of the transfer agent of SDI (the “Transfer Agent”) during normal business hours together with (if so required by SDI or the Transfer Agent) an instrument of transfer, in form satisfactory to SDI and to the Transfer Agent, duly executed by such Converted Holder or his duly authorized attorney, and funds in the amount of any applicable transfer tax (unless provision satisfactory to SDI is otherwise made therefor), if required. As promptly as practicable after the delivery of a Conversion Notice to the Transfer Agent and the payment in cash of any amount required, SDI will deliver or cause to be delivered at the office of the Transfer
Agent to or upon the written order of the Converted Holder, a confirmation of book-entry transfer of shares representing the number of fully paid and non-assessable shares of TPB Common Stock issuable upon such conversion, issued in such name or names as the Converted Holder may direct by written notice to SDI. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | been lost, stolen or destroyed and executes an agreement
satisfactory to SDI to indemnify SDI from any loss incurred by it in connection with such lost, stolen or destroyed certificate(s), or (y) if such shares are uncertificated, register such shares in book-entry form. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of SDI Class B Common Stock to be converted following or contemporaneously with the written notice of such holder’s election to convert required by Section 8A of the SDI Charter, and the person or persons entitled to receive the shares of SDI Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of SDI Class A Common Stock as of such time. Each share of SDI Class B Common Stock that is converted pursuant to Part B, Section 8A of Article IV of the SDI Charter shall be retired by SDI and shall not be available for reissuance. From and after the Effective
Time, each share of SDI Class B Common Stock shall automatically, without further action by the holder thereof, convert into one (1) fully paid and nonassessable share of SDI Class A Common Stock, upon the occurrence of a Transfer (as defined in Part C of Article IV of the SDI Charter), other than a Permitted Transfer (as defined in Part C of Article IV of the SDI Charter), of such share of SDI Class B Common Stock (any such Transfer, a “Transfer Conversion Event”) and all (and not less than all) shares of SDI Class B Common Stock shall automatically, without further action by any holder thereof, convert into an identical number of fully paid and nonassessable shares of SDI Class A Common Stock at such date and time, or the occurrence of an event, specified by the affirmative vote or written consent of the holders of two-thirds of the then-outstanding shares of SDI Class B Common Stock, voting as a separate class (the occurrence of a Transfer Conversion Event
or an event described in clause (ii) of Part B, Section 8B of the SDI Charter, a “Conversion Event”). Each outstanding stock certificate that, immediately prior to a Conversion Event (as defined in the SDI Charter), represented one or more shares of | | | delivery of the Conversion Notice to the Transfer Agent, and all rights of the Converted Holder shall cease with respect to such shares of TPB Non-Voting Common Stock at such time and the person or persons in whose name or names the shares of TPB Common Stock issued upon conversion shall be treated for all purposes as having become the record holder or
holders of such shares of TPB Common Stock at such time; provided, however, that any delivery of a Conversion Notice and payment on any date when the stock transfer books of SDI shall be closed shall constitute the person or persons in whose name or names the shares TPB Common Stock are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer books are open. The issuance of shares of TPB Common Stock upon conversion of shares of TPB Non-Voting Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such shares to be issued upon conversion are to be issued in a name other than that of the Converted Holder, the person or persons to whom such shares are to be issued shall pay to SDI the amount of any tax that may be payable in respect of any transfer involved in such issuance, or shall establish
to the satisfaction of SDI that such tax has been paid. When shares of TPB Non-Voting Common Stock have been converted, they shall be cancelled and become authorized but unissued shares of TPB Non-Voting Common Stock. |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | SDI Class B Common Stock subject to such Conversion Event
shall, upon such Conversion Event, be deemed to represent an equal number of shares of SDI Class A Common Stock, without the need for surrender or exchange thereof. SDI shall, upon the request of any holder whose shares of SDI Class B Common Stock have been converted into shares of SDI Class A Common Stock as a result of a Conversion Event, and upon surrender by such holder to SDI of the outstanding certificate(s) formerly representing such holder’s shares of SDI Class B Common Stock or, in the case of lost, stolen, or destroyed certificate(s) (where SDI has been notified that such certificate(s) have been lost, stolen, or destroyed), after execution of an agreement satisfactory to SDI to indemnify SDI from any loss incurred by it in connection with such lost, stolen or destroyed certificate(s), issue and deliver to such holder certificate(s) representing the shares of SDI Class A Common Stock into which such holder’s shares of SDI Class B Common Stock were converted
as a result of such Conversion Event (if such shares are certificated) or, if such shares are uncertificated, register such shares in book entry form. If SDI has reason to believe that a Transfer Conversion Event with respect to any shares of SDI Class B Common Stock has occurred but has not theretofore been reflected on the books of SDI, SDI may request that the applicable holder furnish affidavits or other evidence to SDI as SDI deems necessary to determine whether a Transfer Conversion Event has occurred, and if such holder does not within ten (10) days after the date of such request furnish sufficient evidence to SDI (in the manner provided in the request) to enable SDI to determine that no such Transfer Conversion Event has occurred, any such shares of SDI Class B Common Stock, to the extent not previously converted, shall be automatically converted into shares of SDI Class A Common Stock and the same shall thereupon be registered on the books and records of SDI.
If the Secretary of SDI or the SDI Board, or a duly authorized committee thereof, determines that any shares of SDI Class B Common Stock have been subject to an inadvertent Transfer that would constitute a Transfer Conversion Event, or | | |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | any other event shall
have occurred, or any state of facts arisen or come into existence, that would inadvertently cause a Transfer Conversion Event, and the holder thereof shall have cured or shall promptly cure such inadvertent Transfer or the event or state of facts that would inadvertently cause such Transfer Conversion Event, then the Secretary of SDI or the SDI Board, or a duly authorized committee thereof, may determine that such share or shares of SDI Class B Common Stock shall not have been automatically converted into SDI Class A Common Stock pursuant to Section 8B of Article IV of the SDI Charter. Subject to the preceding sentence, each share of SDI Class B Common Stock that is converted pursuant to Part B, Section 8B of Article IV shall thereupon be retired by SDI and shall not be available for reissuance. SDI may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of the SDI Charter, relating to the conversion of the SDI Class B Common Stock into SDI Class A Common Stock, as it may deem necessary or advisable in connection therewith. In connection with any action of the stockholders taken at a meeting or by written consent, SDI shall presume that the stock ledger of SDI sets forth the stockholders entitled to vote in person or by proxy at any meeting of stockholders or in connection with any such written consent and the class or classes or series of shares held by each such stockholder and the number of shares of each class or classes or series held by such stockholder, provided that any such presumption shall be rebuttable by a holder of shares of common stock that furnishes affidavits or other evidence sufficient to enable SDI to make a contrary determination in accordance with the SDI Charter. Notwithstanding anything herein to the contrary, any determination by the Secretary of SDI relating to the conversion of any share of SDI Class B Common Stock into a share of SDI Class A Common Stock shall be conclusive and binding. | | | ||
| | | | |||
Protective
Provisions | | | The SDI Charter provides that SDI shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts | | | No protective provisions were found in the TPB Charter. |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | B or C of Article
IV of the SDI Charter (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote or written consent of the holders of a majority of the then outstanding shares of SDI Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, the SDI Charter or the SDI Bylaws. For a period of eighteen (18) months from the Effective Time (as defined in the SDI Charter), any merger, consolidation, share exchange or similar transaction as a result of which Standard General L.P. and its affiliates, individually or in the aggregate, would own ninety-five percent (95%) or more of the issued and outstanding shares of common stock of SDI shall require the approval of the holders of a majority of the shares of the SDI Class A Common Stock held by stockholders of SDI other than Standard General L.P. and its affiliates. For a period of eighteen (18) months from the Effective Time, the approval of the holders of a majority of the shares of the SDI Class A Common Stock held by the stockholders of SDI other than Standard General L.P. and its affiliates shall be required to amend, alter or eliminate Section 11 of Article IV, Part B of the SDI Charter. | | | ||
| | | | |||
Right
of First Refusal | | | SDI does not have rights of first refusal in place. | | | TPB does not have rights of first refusal in place. |
| | | | |||
Rights
of Co-Sale | | | SDI does not have rights of co-sale in place. | | | TPB does not have rights of co-sale in place. |
| | | | |||
Pro
Rata Rights | | | SDI does not have pro rata rights in place. | | | TPB does not have pro rata rights in place. |
| | | | |||
INDEMNIFICATION
OF OFFICERS AND DIRECTORS AND ADVANCEMENT OF EXPENSES; LIMITATION ON PERSONAL LIABILITY | ||||||
| | | | |||
Indemnification
and Limitation of Liability | | | The SDI Charter provides that a director of SDI shall not be personally liable to SDI or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to SDI or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the Effective Time to authorize corporate action
further eliminating or limiting the | | | The TPB Charter provides that a director of TPB shall not be personally liable to TPB or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (A) for any breach of the director’s duty of loyalty to TPB or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of the DGCL, or (D) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating
or |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | personal liability
of directors, then the liability of a director of SDI shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. SDI shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of SDI or any predecessor of SDI, or serves or served at any other enterprise as a director or officer at the request of the SDI or any predecessor of SDI. The SDI Bylaws provide that each officer of SDI shall be indemnified and held harmless by SDI to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits SDI to provide broader indemnification rights than said law permitted SDI to provide prior to such amendment) against any and all Expenses (as defined in the SDI Bylaws) incurred by such officer in connection with any Proceeding (as defined in the SDI Bylaws) in which such officer is involved as a result of serving or having served (a) as an officer or employee of SDI, (b) as a director, officer or employee of any wholly-owned subsidiary of SDI, or (c) in any capacity with any other corporation, organization, partnership, joint venture, trust or other entity at the request or direction of SDI, including service with respect to employee or other benefit plans, and shall continue as to an officer who has ceased to be an officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that SDI shall indemnify any such officer seeking indemnification in connection with a Proceeding initiated by such officer only if such Proceeding was authorized by the SDI Board. | | | limiting the personal liability of directors, then the liability of a director of TPB shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The TPB Bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or an officer of TPB or is or was serving at the request of TPB as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by TPB to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits TPB to provide broader indemnification rights than such law permitted TPB to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of Article VIII of the TPB Bylaws with respect to proceedings to enforce rights to indemnification, TPB shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the TPB Board. | |
| | | | |||
Advancement
of Expenses | | | | | The
TPB Bylaws provide that an indemnitee shall also have the right to be paid by TPB the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | receipt of an undertaking
by the officer or Non-Officer Employee seeking indemnification to repay such payment if such officer or Non-Officer Employee shall be adjudicated or determined not to be entitled to indemnification. | | | incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to SDI of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses. | |
| | | | |||
DIVIDENDS | ||||||
| | | | |||
Declaration
of Payment of Dividends | | | The SDI Charter provides that dividends may be declared by the SDI Board and paid on the common stock from funds legally available therefore as and when determined by the SDI Board in its sole discretion, subject to the requirements of applicable law and the provisions of the SDI Charter. Shares of SDI Class A Common Stock and SDI Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any such dividends; provided, however, that in the event a dividend is paid in the form of shares of common stock, or securities (including options, warrants,
or other rights) convertible into, or exercisable or exchangeable for common stock, then such dividend shall be paid only in shares of SDI Class A Common Stock (or securities (including options, warrants, or other rights) convertible into, or exercisable or exchangeable for shares of SDI Class A Common Stock), with holders of shares of SDI Class A Common Stock and SDI Class B Common Stock receiving, on a per share basis, an identical number of shares of SDI Class A Common Stock (or securities (including options, warrants or other rights) convertible into, or exercisable or exchangeable for an identical number of shares of SDI Class A Common Stock). Notwithstanding the foregoing, the SDI Board may pay or make a disparate dividend or distribution per share of SDI Class A Common Stock or SDI Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is | | | The
TPB Charter provides that the holders of TPB Common Stock and TPB Non-Voting Common Stock shall be entitled to the payment of dividends when and as declared by the TPB Board in accordance with applicable law and to receive other distributions from TPB. Any dividends declared by the TPB Board to the holders of the then outstanding TPB Common Stock and TPB Non-Voting Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of TPB Common Stock and TPB Non-Voting Common Stock held by each such holder as of the record date of such dividend, as if the two classes of stock constituted a single class. |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
| | payable, the timing
of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by the affirmative vote or written consent of the holders of a majority of the outstanding shares of SDI Class A Common Stock and a majority of the outstanding shares of SDI Class B Common Stock, each voting separately as a class. | | | ||
| | | | |||
AMENDMENTS
TO CERTIFICATE OF INCORPORATION OR BYLAWS | ||||||
| | | | |||
Amendments
to Certificate of Incorporation Or Bylaws | | | The SDI Charter provides that SDI reserves the right to repeal, alter or amend the SDI Charter in the manner now or hereafter prescribed by statute and the SDI Charter, and all rights conferred upon stockholders herein are granted subject to this reservation. No repeal, alteration or amendment of the SDI Charter shall be made unless the same is first approved by the SDI Board pursuant to a resolution
adopted by the affirmative vote of a majority of the directors then in office, and thereafter approved by the stockholders. The SDI Bylaws provide that the SDI Board shall have the power to adopt, alter, amend and repeal the SDI Bylaws. Any SDI Bylaws adopted by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing or any other provisions of the SDI Charter or the SDI Bylaws to the contrary, such action by the SDI Board shall require the affirmative vote of at least two-thirds of the directors then in office. Notwithstanding the foregoing or any other provisions of the SDI Charter or the SDI Bylaws to the contrary, any action by the stockholders to alter, amend or repeal the SDI Bylaws shall require the affirmative vote of at least two-thirds of the total votes eligible to be cast by stockholders with respect to such alteration, amendment or repeal, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose. | | | The
TPB Charter provides that TPB reserves the right to amend or repeal any provision contained in the TPB Charter in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of the TPB Charter or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this corporation required by law or by the TPB Charter, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of TPB entitled to vote thereon, voting together as a single class, shall be required to amend or repeal the TPB Charter. The TPB Bylaws provide that the TPB Board is expressly authorized to adopt, amend and repeal the TPB Bylaws subject to the power of the holders of capital stock of TPB to adopt, amend or repeal the TPB Bylaws; provided, however, that, with respect to the power of holders of capital stock to adopt, amend and repeal the TPB Bylaws, notwithstanding any other provision of the TPB Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of TPB required by law, the TPB Bylaws or any preferred stock, the affirmative vote of the holders of at least sixty six and two-thirds percent (662/3%) of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the TPB Bylaws. |
Provision | | | SDI
(Pre-Merger) | | | TPB (Post-Merger) |
EXCLUSIVE FORUM | ||||||
| | | | |||
Exclusive
Forum Provision | | | Neither the SDI Charter nor the SDI Bylaws have an exclusive forum provision. | | | The TPB Charter provides that, unless TPB consents in writing to the
selection of an alternative forum, the Court of Chancery of the State of Delaware (“Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of TPB, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of TPB to TPB or TPB’s stockholders, (C) any action asserting a claim against TPB, its directors, officers or employees arising pursuant to any provision of the DGCL or the TPB Charter or TPB Bylaws, or (D) any action asserting a claim against TPB, its directors, officers or employees governed by the internal affairs doctrine, except as to each of (A) through (D) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the
Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Under the TPB Charter, to the fullest extent permitted by law, this exclusive forum provision will apply to state and federal law claims, including claims under the federal securities laws, although TPB stockholders will not be deemed to have waived TPB’s compliance with the federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ bylaws has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws, a court could find the choice of forum provisions contained in the TPB Charter to be inapplicable or unenforceable. |
• | Each
person or entity known to SDI who beneficially owns 5% or more of the common stock of SDI; |
• | Each of SDI directors and named executive officers; and |
• | All of SDI directors and executive officers as a group. |
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership of Class A Common Stock(1) | | | Amount
and Nature of Beneficial Ownership of Class B Common Stock(1) | | | Total Beneficial Ownership | | | Percent of Class A | | | Percent
of Class B |
| | 28,825 | | | — | | | * | | | * | | | * | |
Ian
Estus | | | 81,277 | | | — | | | * | | | * | | | * |
Edward
J. Sweeney | | | — | | | — | | | * | | | * | | | * |
Bradford
A. Tobin | | | 34,913 | | | — | | | * | | | * | | | * |
David
M. Wurzer | | | 7,974 | | | 3,050 | | | * | | | * | | | * |
Thomas
F. Helms, Jr. | | | 116,341 | | | 272,624 | | | 2.3% | | | 1.3% | | | 3.5% |
| | — | | | — | | | * | | | * | | | * | |
| | 2,097 | | | — | | | * | | | * | | | * | |
All
officers and directors as a group (8 persons) | | | 271,427 | | | 275,674 | | | 3.3% | | | 3.0% | | | 3.6% |
Standard
General L.P. | | | 6,237,143 | | | 7,360,075 | | | 81.7% | | | 69.7% | | | 95.0% |
* | Represents less than 1%. |
(1) | Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the securities shown to be owned by such stockholder. The inclusion herein of securities listed as beneficially owned does not constitute an admission of beneficial ownership. |
(2) |
• | each
person, or group of affiliated persons, known by SDI to beneficially own 5% or more of the TPB Common Stock upon the consummation of the merger; |
• | each of TPB’s named executive officers; |
• | each of TPB’s directors; and |
• | all of TPB’s executive officers and directors as a group. |
Name of Beneficial Holder | | | Position
or Title of Beneficial Holder | | | Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
Standard
General L.P.(1) | | | Principal Stockholder | | | 7,479,970 | | | 38.5% |
Thrivent
Financial for Lutherans(2) | | | Principal Stockholder | | | 1,087,653 | | | 5.6% |
| | President & Chief Executive Officer, Director | | | 402,809 | | | 2.1% | |
James
W. Dobbins(4) | | | Senior Vice President General Counsel, Secretary | | | 137,343 | | | * |
Robert
M. Lavan(5) | | | Senior Vice President, Chief Financial Officer | | | 53,670 | | | * |
| | Director | | | 62,705 | | | * | |
| | Director | | | 66,416 | | | * | |
David
Glazek(8) | | | Director | | | __ | | | * |
| | Director | | | 13,432 | | | * | |
| | Director | | | 263 | | | * | |
Arnold
Zimmerman(10) | | | Director | | | 63,667 | | | * |
Directors
and Executive Officers as a Group (11 Persons)(11) | | | | | 977,158 | | | 4.8% |
* | Represents less than 1%. |
(1) | Standard General serves as investment manager to each of Standard General Master Fund L.P., P Standard General Ltd. and Standard General Focus Fund L.P. (the “Funds”) and, in that capacity, exercises voting and investment control over the shares held by the Funds. Soohyung Kim is the Chief Executive Officer of Standard General and a director of the general partner of Standard General. By virtue of |
(2) | This
information is based solely on a review of a stock ownership report on Form 13G filed by this shareholder with the SEC on February 12, 2019. The address for Thrivent Financial for Lutherans is 625 Fourth Avenue South, Minneapolis, MN 55415. |
(3) | Includes 51,338 shares subject to exercisable stock options. |
(4) | Includes 53,302 shares subject to
exercisable stock options. |
(5) | Includes 47,670 shares subject to exercisable stock options. |
(6) | Includes 45,640 shares subject to exercisable stock options. |
(7) | Includes 41,728 shares subject to exercisable stock options. |
(8) | Mr. Glazek is a Partner of Standard General but disclaims beneficial ownership in shares of common stock held by Standard General or the
Funds. |
(9) | Includes 3,000 shares and 10,342 shares subject to exercisable options held by Ms. Hebard’s husband, George W. Hebard III. |
(10) | Held by the Arnold Zimmerman Revocable Trust in which Mr. Zimmerman is the trustee. |
(11) | Includes 331,904 shares subject to exercisable stock options. |
• | Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16,
2020, as amended on Form 10-K/A on April 22, 2020; |
• | Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 4, 2020; |
• | Current Reports on Form 8-K filed with the SEC on January 8,
2020, January 17, 2020, January 23, 2020, April 8, 2020 and May 12, 2020 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and |
• | Annual Report on Form
10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020; |
• | Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on April 28, 2020; |
• | Current
Reports on Form 8-K filed with the SEC on April 8, 2020 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); |
• | Description of TPB’s capital stock, contained in TPB’s Registration Statement on Form S-3, filed with the SEC on June 30, 2017. |
| | Turning Point Brands Inc. 5201 Interchange Way Louisville, KY 40229 Attn: Robert Lavan and James W. Dobbins |
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Exhibits: | | | |
Exhibit
A | | | Definitions |
| | TURNING
POINT BRANDS, INC. | ||||
| | | | |||
| | By: | | | /s/
James Dobbins | |
| | Name: | | | ||
| | Title: | | | Senior Vice President |
| | STANDARD
MERGER SUB, LLC | ||||
| | | | |||
| | By: | | | /s/
James Dobbins | |
| | Name: | | | ||
| | Title: | | | Senior Vice President |
| | STANDARD
DIVERSIFIED INC. | ||||
| | | | |||
| | By: | | | /s/
Gregory Baxter | |
| | Name: | | | ||
| | Title: | | | Interim Chief Executive Officer |
• | any merger, consolidation, amalgamation, share exchange, business combination, issuance or acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or similar transaction: (i) in which SDI is a constituent entity, (ii) in which any individual, entity, governmental entity, or “group,” as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of SDI or (iii) in which SDI issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries;
or |
• | any sale, lease, exchange, transfer, license, acquisition, or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of SDI and its subsidiaries, as applicable, taken as a whole. |
• | any merger, consolidation, amalgamation, share exchange, business combination, issuance or acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or similar transaction: (i) in which TPB is a constituent entity, (ii) in which any individual, entity, governmental entity, or “group,”
as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of TPB or (iii) in which TPB issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries; or |
• | any sale, lease, exchange, transfer, license, acquisition, or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of TPB and its subsidiaries,
as applicable, taken as a whole. |
Term | | | Section |
Agreement | | | Recitals |
Amended
and Restated SDI Charter | | | 6.6 |
Anti-Bribery Laws | | | 2.23 |
Certificate
of Merger | | | 1.3 |
Closing | | | 1.3 |
Closing
Date | | | 1.3 |
Costs | | | 5.5(a) |
Deal
Communications | | | 10.12(c) |
D&O Indemnified Parties | | | 5.5(a) |
Effective
Time | | | 1.3 |
End Date | | | 9.1(b) |
Exchange
Agent | | | 1.7(a) |
Exchange Fund | | | 1.7(a) |
FTC | | | 5.3(b) |
Insurance
Policies | | | 2.19 |
Intellectual Property | | | 2.12 |
Intended
Tax Treatment | | | 5.9(a) |
Investor Agreements | | | 2.22(b) |
Letter
of Transmittal | | | 1.7(b) |
License Agreement | | | 7.4(f) |
Merger | | | Recitals |
Merger
Notification Filings | | | 5.3(c) |
Merger Sub | | | Preamble |
Owned
Shares | | | 2.6(f) |
Per Share Merger Consideration | | | 1.5(a) |
Pre-Closing
Period | | | 4.1(a) |
Privileged Deal Communications | | | 10.12(c) |
Protected
Parties | | | 10.12(b) |
Proxy Statement | | | 5.1(a) |
Required
SDI Stockholder Vote | | | 2.4 |
SDI | | | Preamble |
SDI
Benefit Plan | | | 2.17(b) |
SDI Board Recommendation | | | 5.1(d) |
SDI
Book Entry Shares | | | 1.6 |
SDI D&O Tail Policy | | | 5.5(d) |
SDI
Disclosure Letter | | | 2 |
SDI Financials | | | 2.7(a) |
SDI
Material Contract(s) | | | 2.13(a) |
SDI Permit | | | 2.14(d) |
SDI
Real Estate Leases | | | 2.11 |
SDI Record Date | | | 5.1(g) |
SDI
Special Committee | | | Recitals |
SDI Stock Certificate | | | 1.6 |
SDI
Stockholder Matters | | | 5.1(g) |
SDI Stockholder Approval | | | 2.4 |
SDI
Stockholders’ Meeting | | | 5.1(g) |
SDI Tax Representation Letter | | | 5.9(c) |
Required
SDI Stockholder Vote | | | 2.4 |
Surviving Company | | | 1.1 |
TPB | | | Preamble |
TPB
Special Committee | | | Recitals |
TPB Tax Representation Letter | | | 5.9(c) |
1. | reviewed the following agreements and documents: |
(a). | Draft dated April 7,
2020 of the Agreement and Plan of Merger, by and among the Acquiror, Merger Sub and the Company (the “Agreement”); |
2. | reviewed certain publicly available business and financial information relating to the Company and the Acquiror that we deemed to be relevant; |
3. | reviewed certain information relating to the current and future operations, financial condition and prospects of the
Company made available to us by the Company, including (a) the number of shares of Acquiror Common Stock anticipated to be received by the Company on a pro forma basis in connection with the divestiture of Standard Outdoor, LLC, a subsidiary of the Company, and (b) financial projections prepared by the management of the Company relating to annual public company costs and other corporate expenses expected to be incurred by Company each year absent the Transaction, all as prepared by the management of the Company (the “Company Projections”); |
4. | spoken
with certain members of the managements of the Company and the Acquiror and certain of their and the Committee’s representatives and advisors regarding the respective businesses, operations, financial condition and prospects of the Company and the Acquiror, the Transaction and related matters; |
5. | reviewed the current and historical market prices and trading volume for certain of the Company’s and the Acquiror’s publicly traded securities, and the current
and historical market prices of the publicly traded securities of certain other companies that we deemed relevant; and |
6. | conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate. |
• | for any breach of the director’s duty of loyalty to TPB or TPB’s stockholders; |
• | for any act or omission not in good faith or that involves intentional misconduct or knowing violation of law; |
• | under
Section 174 of the DGCL regarding unlawful dividends and stock purchases; or |
• | for any transaction from which the director derived an improper personal benefit. |
| | | | | | |||||||||||||
Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
| | Agreement
and Plan of Merger and Reorganization, dated as of April 7, 2020, by and among TPB, SDI and Merger Sub | | | 8-K | | | | | 2.1 | | | 4/8/2020 | | | |||
| | | | | | | | | | | | |||||||
| | International
Vapor Group Stock Purchase Agreement dated as of September 5, 2018, between Turning Point Brands, Inc. and International Vapor Group, LLC | | | 10-Q | | | | | 2.1 | | | 11/07/2018 | | | |||
| | | | | | | | | | | | |||||||
| | Second
Amended and Restated Certificate of Incorporation, as currently in effect. | | | 8-K | | | | | 3.1 | | | 5/16/2016 | | | |||
| | | | | | | | | | | | |||||||
| | Amended
and Restated By-laws, as currently in effect. | | | S-1/A | | | | | 3.3 | | | 11/24/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Registration
Rights Agreement of Turning Point Brands, Inc. dated May 10, 2016, between Turning Point Brands, Inc. and the Stockholders named therein | | | 8-K | | | | | 4.1 | | | 5/16/2016 | | | |||
| | | | | | | | | | | | |||||||
5.1* | | | Opinion
of Lathrop GPM LLP | | | | | | | | | | | |||||
| | | | | | | | | | | | |||||||
| | Form
of Opinion of Lathrop GPM LLP regarding tax matters | | | | | | | | | | | X | |||||
| | | | | | | | | | | | |||||||
| | Form
of Opinion of Morgan, Lewis & Bockius LLP regarding tax matters | | | | | | | | | | | X | |||||
| | | | | | | | | | | | |||||||
| | Turning
Point Brands, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) | | | S-1/A | | | | | 10.1 | | | 11/24/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Form
of Stock Option Award Agreement under the 2015 Plan | | | 10-K | | | | | 10.2 | | | 3/13/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Form
of Performance-Based Restricted Stock Unit Award Agreement under the 2015 Plan | | | 10-Q | | | | | 10.3 | | | 5/11/2017 | | | |||
| | | | | | | | | | | | |||||||
| | 2006
Equity Incentive Plan of Turning Point Brands, Inc. (the “2006 Plan”) | | | S-1 | | | | | 10.4 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
No. 1 to the 2006 Plan | | | 10-K | | | | | 10.4 | | | 3/13/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
No. 2 to the 2006 Plan | | | 10-K | | | | | 10.5 | | | 3/13/2017 | | | |||
| | | | | | | | | | | |
| | | | | | |||||||||||||
Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
| | Amendment
No. 3 to the 2006 Plan | | | 8-K | | | | | 10.1 | | | 2/9/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
No. 4 to the 2006 Plan | | | 10-K | | | | | 10.54 | | | 3/13/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Form
of Award Agreement under the 2006 Plan | | | S-1 | | | | | 10.4 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Form
of Cash-Out Agreement under the 2006 Plan | | | 8-K | | | | | 10.2 | | | 2/9/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Form
of Indemnification Agreement between Turning Point Brands, Inc. and certain directors and officers | | | S-1/A | | | | | 10.10 | | | 11/24/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Form
of Indemnification Agreement between Turning Point Brands, Inc. and Standard General Master Fund, L.P. | | | S-1/A | | | | | 10.2 | | | 11/24/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Employment
Agreement between Turning Point Brands, Inc. and Lawrence Wexler dated November 23, 2015 | | | 8-K | | | | | 10.9 | | | 5/16/2016 | | | |||
| | | | | | | | | | | | |||||||
| | Employment
Agreement between Turning Point Brands, Inc. and James Dobbins dated November 23, 2015 | | | 8-K | | | | | 10.10 | | | 5/16/2016 | | | |||
| | | | | | | | | | | | |||||||
| | Employment
Agreement between Turning Point Brands, Inc. and Mr. Robert M. Lavan dated March 13, 2018 | | | 8-K | | | | | 10.1 | | | 3/19/2018 | | | |||
| | | | | | | | | | | | |||||||
| | Contract
Manufacturing, Packaging and Distribution Agreement dated as of September 4, 2008, between National Tobacco Company, L.P. and Swedish Match North America, Inc. | | | S-1/A | | | | | 10.17 | | | 11/24/2015 | | | |||
| | | | | | | | | | | | |||||||
10.17 | | | Amended
and Restated Distribution and License Agreement dated as of November 30, 1992, between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc., as predecessor to North Atlantic Operating Company, Inc. (U.S.) | | | S-4/A | | | | | 10.2 | | | 9/17/1997 | | | ||
| | | | | | | | | | | |
| | | | | | |||||||||||||
Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
10.18 | | | Amended
and Restated Distribution and License Agreement dated as of November 30, 1992, between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc., as predecessor to North Atlantic Operating Company, Inc. (Canada) | | | S-4/A | | | | | 10.4 | | | 9/17/1997 | | | ||
| | | | | | | | | | | | |||||||
| | Amendment
to the Amended and Restated Distribution and License Agreement dated March 31, 1993 between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc. (U.S. & Canada) | | | S-1 | | | | | 10.22 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
to the Amended and Restated Distribution and License Agreements dated June 10, 1996, between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc. (U.S. & Canada) | | | S-1 | | | | | 10.23 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
to the Amended and Restated Distribution and License Agreement dated September 1996, between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc. (U.S. & Canada) | | | S-1 | | | | | 10.24 | | | 11/5/2015 | | | |||
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10.22 | | | Restated
Amendment to the Amended and Restated Distribution and License Agreement between Bolloré Technologies, S.A. and North Atlantic Operating Company, Inc. dated June 25, 1997 (U.S. & Canada) | | | S-4/A | | | | | 10.5 | | | 9/17/1997 | | | ||
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10.23 | | | Amendment
to the Amended and Restated Distribution and License Agreement dated October 22, 1997, between Bolloré Technologies, S.A. and North Atlantic Operating Company, Inc. (U.S. & Canada) | | | 10-K | | | | | 10.31 | | | 12/31/1997 | | | ||
| | | | | | | | | | | | |||||||
| | Amendment
to the Amended and Restated Distribution and License Agreement dated June 19, 2002, between Bolloré S.A. and North Atlantic Operating Company, Inc. (U.S. & Canada) | | | S-1 | | | | | 10.31 | | | 11/5/2015 | | | |||
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Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
| | Trademark
Consent Agreement, dated March 26, 1997, between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc. | | | S-1 | | | | | 10.25 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
to the Amended and Restated Distribution and License Agreement dated February 28, 2005, between Bolloré S.A. and North Atlantic Operating Company, Inc. (U.S. & Canada) | | | S-1 | | | | | 10.33 | | | 11/5/2015 | | | |||
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| | Amendment
to the Amended and Restated Distribution and License Agreement dated April 20, 2006, between Bolloré S.A. and North Atlantic Operating Company, Inc. (U.S. & Canada) | | | 10-Q | | | | | 10.1 | | | 5/15/2006 | | | |||
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| | Amendment
to the Amended and Restated Distribution and License Agreement dated March 10, 2010, between Bolloré S.A. and North Atlantic Operating Company, Inc. (U.S. & Canada) | | | S-1 | | | | | 10.35 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Consent
Agreement dated as of April 4, 1997, between Bolloré Technologies, S.A. and North Atlantic Trading Company, Inc. | | | S-1 | | | | | 10.26 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
No. 1 to Consent Agreement dated as of April 9, 1997, between Bolloré Technologies, S.A. and North Atlantic Operating Company, Inc. | | | S-1 | | | | | 10.27 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | Amendment
No. 2 to Consent Agreement dated as of June 25, 1997, between Bolloré Technologies, S.A. and North Atlantic Operating Company, Inc. | | | S-1 | | | | | 10.28 | | | 11/5/2015 | | | |||
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| | Trademark
Consent Agreement dated July 31, 2003, among Bolloré Technologies, S.A., North Atlantic Trading Company, Inc. and North Atlantic Operating Company, Inc. | | | S-1 | | | | | 10.32 | | | 11/5/2015 | | | |||
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| | Amendment
No. 2 to Trademark Consent Agreement dated December 17, 2012, between Bolloré S.A. and North Atlantic Operating Company, Inc. | | | S-1 | | | | | 10.36 | | | 11/5/2015 | | | |||
| | | | | | | | | | | | |||||||
| | License
and Distribution Agreement dated March 19, 2013 between Bolloré S.A. and North Atlantic Operating Company, Inc. | | | S-1 | | | | | 10.37 | | | 11/5/2015 | | | |||
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Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
| | Distributors
Supply Agreement dated as of April 1, 2013, between National Tobacco Company, L.P. and JJA Distributors, LLC | | | S-1/A | | | | | 10.38 | | | 11/24/2015 | | | |||
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| | First
Lien Credit Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., Fifth Third Bank, and the lenders party thereto | | | 8-K | | | | | 10.1 | | | 2/21/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Second
Lien Credit Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., as the Borrower, Prospect Capital Corporation, as administrative agent, and the lenders party thereto | | | 8-K | | | | | 10.2 | | | 2/21/2017 | | | |||
| | | | | | | | | | | | |||||||
| | First
Lien Guaranty and Security Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., Fifth Third Bank, and the lenders party thereto | | | 8-K | | | | | 10.3 | | | 2/21/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Second
Lien Guaranty and Security Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., Prospect Capital Corporation, and the lenders party thereto | | | 8-K | | | | | 10.4 | | | 2/21/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Second
Lien Intercreditor Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., the other grantors party thereto, Fifth Third Bank, as first lien collateral agent, and Prospect Capital Corporation, as second lien collateral agent | | | 8-K | | | | | 10.5 | | | 2/21/2017 | | | |||
| | | | | | | | | | | | |||||||
| | Amended
and Restated First Lien Credit Agreement, dated as of March 7, 2018, by and among Turning Point Brands, Inc. and its subsidiaries, as the obligors, Fifth Third Bank, as administrative agent, and the lenders party thereto | | | 8-K | | | | | 10.1 | | | 3/8/2018 | | | |||
| | | | | | | | | | | |
| | | | | | |||||||||||||
Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
| | Amended
and Restated Second Lien Credit Agreement, dated as of March 7, 2018, by and among Turning Point Brands, Inc. and its subsidiaries, as obligors, Prospect Capital Corporation, as administrative agent, and the lenders party thereto | | | 8-K | | | | | 10.2 | | | 3/8/2018 | | | |||
| | | | | | | | | | | | |||||||
| | Omnibus
Amendment, Reaffirmation Agreement and Joinder, dated as of March 7, 2018, by and among Turning Point Brands, Inc. and its subsidiaries, as the Grantors, Fifth Third Bank, as administrative agent, and the lenders party thereto | | | 8-K | | | | | 10.3 | | | 3/8/2018 | | | |||
| | | | | | | | | | | | |||||||
| | Second
Lien Omnibus Amendment, Reaffirmation Agreement and Joinder, dated as of March 7, 2018, by and among Turning Point Brands, Inc. and its subsidiaries, as the Grantors, Fifth Third Bank, as administrative agent, and the lenders party thereto | | | 8-K | | | | | 10.4 | | | 3/8/2018 | | | |||
| | | | | | | | | | | | |||||||
| | First
Amendment to Second Lien Intercreditor Agreement, dated as of March 7, 2018, by and among Turning Point Brands, Inc., and the other grantors party thereto, Fifth Third Bank, as first lien collateral agent, and Prospect Capital Corporation, as second lien collateral agent | | | 8-K | | | | | 10.5 | | | 3/8/2018 | | | |||
| | | | | | | | | | | | |||||||
| | First
Amendment to the First Lien Credit Agreement, dated as of July 24, 2019, by and among Turning Point Brands, Inc., the guarantors party thereto, the lenders party thereto and Fifth Third Bank, as administrative agent | | | 10-Q | | | | | 10.1 | | | 8/1/2019 | | | |||
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| | Form
of Capped Call Agreement | | | 8-K | | | | | 10.1 | | | 7/31/2019 | | | |||
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| | Second
Amendment to the First Lien Credit Agreement | | | 10-K | | | | | 10.48 | | | 3/12/2020 | | | |||
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| | Third
Amendment to the First Lien Credit Agreement | | | 10-Q | | | | | 10.1 | | | 4/28/2020 | | | |||
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| | Subsidiaries
of Registrant | | | 10-K | | | | | 21 | | | 3/12/2020 | | | |||
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Exhibit No. | | | Description
of Document | | | Schedule Form | | | File Number | | | Exhibit | | | Filing
Date | | | Filed Herewith |
| | Consent
of RSM US LLP, Independent Registered Public Accountant to Turning Point Brands, Inc. | | | | | | | | | | | X | |||||
| | | | | | | | | | | | |||||||
| | Consent
of RSM US LLP Independent Registered Public Accountant to Standard Diversified, Inc. | | | | | | | | | | | X | |||||
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23.3* | | | Consent
of Lathrop GPM LLP (included in the opinions filed as Exhibits 5.1 and 8.1) | | | | | | | | | | | |||||
| | | | | | | | | | | | |||||||
23.4* | | | Consent
of Morgan, Lewis & Bockius LLP (included in the opinion filed as Exhibit 8.2) | | | | | | | | | | | |||||
| | | | | | | | | | | | |||||||
| | Power
of Attorney (reference is made to the signature page hereto). | | | | | | | | | | | X | |||||
| | | | | | | | | | | | |||||||
| | Consent
of Houlihan Lokey Capital, Inc. | | | | | | | | | | | X | |||||
| | | | | | | | | | | | |||||||
| | Form Proxy cards class A common stock for STANDARD DIVERSIFIED INC. | | | | | | | | | | | X | |||||
| | | | | | | | | | | | |||||||
| | Form Proxy cards class B common stock for STANDARD DIVERSIFIED INC. | | | | | | | | | | | X |
* | To be filed by amendment. |
† | Indicates management contract or compensatory plan. |
# | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the Securities and Exchange Commission upon request. |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial, bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(1) | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) | The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(d) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue. |
TURNING
POINT BRANDS, INC. | | | |
| | ||
| |||
| | ||
Chief
Executive Officer | | |
Signature | | | Title | | | Date |
| | | | |||
| | Director, Chief Executive Officer (Principal Executive Officer) | | | ||
| | |||||
| | | | |||
/s/
Robert Lavan | | | Chief Financial Officer (Principal Financial Accounting Officer) | | | |
| | |||||
| | | | |||
/s/
Brian Wigginton | | | Chief Accounting Officer | | | |
| | | | |||
| | | | |||
/s/
David Glazek | | | Chairman of the Board of Directors | | | |
| | | | |||
| | | | |||
| | Director | | | ||
| | | | |||
| | | | |||
| | Director | | | ||
| | | | |||
| | | | |||
/s/
Peggy H. Hebard | | | Director | | | |
| | | | |||
| | | | |||
/s/
Arnold Zimmerman | | | Director | | | |
| | | | |||
| | | | |||
| | Director | | | ||
| | | |
This ‘S-4’ Filing | Date | Other Filings | ||
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9/18/24 | ||||
7/15/24 | ||||
3/7/24 | ||||
3/7/23 | ||||
1/1/23 | ||||
6/30/22 | ||||
4/17/22 | ||||
3/1/22 | ||||
1/1/22 | ||||
9/30/20 | ||||
9/18/20 | ||||
9/9/20 | ||||
9/1/20 | ||||
6/30/20 | ||||
Filed on: | 5/15/20 | |||
5/13/20 | ||||
5/12/20 | ||||
5/5/20 | ||||
4/30/20 | 4, 8-K | |||
4/27/20 | ||||
4/17/20 | DEFA14A | |||
4/15/20 | ||||
4/10/20 | ||||
4/8/20 | 425, 8-K | |||
4/7/20 | 4, 8-K | |||
4/6/20 | ||||
4/3/20 | ||||
4/2/20 | ||||
3/31/20 | 10-Q | |||
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3/20/20 | 4 | |||
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1/22/20 | ||||
1/21/20 | ||||
1/15/20 | ||||
1/14/20 | ||||
1/1/20 | ||||
12/31/19 | 10-K | |||
12/17/19 | ||||
12/12/19 | ||||
11/25/19 | 3 | |||
11/18/19 | ||||
11/15/19 | ||||
11/8/19 | ||||
11/1/19 | 8-K | |||
10/1/19 | ||||
9/18/19 | ||||
8/28/19 | ||||
8/17/19 | ||||
8/7/19 | ||||
7/24/19 | 8-K | |||
6/17/19 | ||||
6/9/19 | ||||
5/9/19 | ||||
3/31/19 | 10-Q | |||
3/29/19 | ||||
3/11/19 | ||||
3/1/19 | ||||
2/15/19 | ||||
2/12/19 | SC 13G | |||
12/31/18 | 10-K | |||
9/5/18 | 4, 4/A, 8-K | |||
9/4/18 | 4 | |||
6/30/18 | 10-Q | |||
5/1/18 | ||||
4/1/18 | ||||
3/13/18 | 3, 4, 8-K | |||
3/7/18 | 4, 8-K | |||
2/20/18 | ||||
1/18/18 | ||||
1/2/18 | ||||
1/1/18 | ||||
12/31/17 | 10-K | |||
6/29/17 | ||||
6/1/17 | 4 | |||
2/17/17 | 8-K | |||
1/1/17 | ||||
12/31/16 | 10-K | |||
8/8/16 | ||||
5/10/16 | 3, 4, 8-K, EFFECT | |||
12/31/15 | ||||
11/23/15 | ||||
4/1/13 | ||||
3/19/13 | ||||
12/17/12 | ||||
3/22/11 | ||||
3/10/10 | ||||
9/18/09 | ||||
6/22/09 | ||||
9/4/08 | ||||
2/15/07 | ||||
4/20/06 | ||||
2/28/05 | ||||
12/31/04 | 10-K, 10-K/A | |||
7/31/03 | ||||
6/19/02 | ||||
10/22/97 | ||||
6/25/97 | ||||
4/9/97 | ||||
4/4/97 | ||||
3/26/97 | ||||
6/10/96 | ||||
3/31/93 | ||||
11/30/92 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/28/20 SEC UPLOAD¶ 7/16/20 2:45K Turning Point Brands, Inc. |