The participants in the proxy solicitation are anticipated to be Donerail, Donerail Master Fund LP, a Cayman Islands exempted limited partnership (the Donerail Fund) the Harbert Donerail Fund GP LLC, a Delaware limited liability company (Donerail Master GP), the Donerail Group LP, a Delaware limited partnership (Donerail Group), the Donerail Group GP LLC, a Delaware limited liability company (Donerail Group GP), Harbert Fund Advisors, Inc., an Alabama corporation (HFA), Harbert Management Corporation, an Alabama corporation (HMC), William Wyatt, SCW Capital, LP, a Texas limited partnership (SCW Capital), SCW Capital QP, LP, a Texas limited partnership (SCW QP), SCW Capital Management, LP, a Texas limited partnership (SCW Management), Trinity Investment Group, LLC, a Delaware limited liability company (Trinity), Robert Cathey, Terry Jimenez, Kimberly Kreuzberger, Katherine L. Scherping, Brian Stech and Michelle D. Wilson. As such, we have taken the extraordinary step of nominating a full slate of independent director candidates for election to the Board at the upcoming Annual Meeting. of the executive officers and directors of HFA and HMC. in a prior cover page. July 2009 to October 2009, as Executive Director, Luxury and Fashion at Lucky Magazine, a fashion and lifestyle magazine, from November I have no doubt that Craig . This Amendment No. Donerail and SCW hereby agree to work in good faith to The Previously, Mr. Stech served as Chief Executive Officer of Incipio Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject Lives in Bellingham, Washington. Each Quiznos Subs), a privately held quick-serve sub sandwich restaurant franchisor, including as Interim Chief Executive Officer in 2016 and THE DONERAIL GROUP LP. In the event of any dispute arising Donerail Fund has purchased American-style exchange listed put options referencing an aggregate of 1,000,000 Shares, which have an exercise such notice to be given no later than four (4) hours after each such transaction, of (i) any of their purchases or sales of securities the Solicitation, subject to certain limited exceptions. Fund Group is 3131 Turtle Creek Blvd, Suite 850, Dallas, TX 75219. Pour en savoir plus sur notre utilisation de vos informations, veuillez consulter notre Politique relative la vie prive et notre Politique en matire de cookies. All text and design is copyright 2020 WhaleWisdom.com. As the general partner of Donerail Group, Donerail Group GP may be deemed to beneficially own the 860,816 shares of Common Stock directly beneficially owned by Donerail Master Fund. The 9. HMC, in its capacity as managing member of the general partner of Donerail, may be deemed the beneficial Donerail Group, a newly formed investment firm headed by former Starboard Value LP executive Will Wyatt, is in advanced negotiations to buy Chicago-based newspaper company Tronc, sources. The Board and management team remain simultaneously focused on executing against the Company's strategic plan to drive value for all stockholders. The As of the close of business on March 22, 2022, Mr. Cathey beneficially owned 508,405 Shares, including Mr. Wyatt is the Managing Partner of Donerail and the Senior Managing Director of the general partner of the Donerail Fund. price of $12.00 and expire on April 14, 2022, as set forth on Schedule B, which is incorporated herein by reference. William Wyatt. The Donerail Group LP, Mr. Jimenez has an extensive background in operational turnarounds, M&A transactions, and capital allocation. He will be succeeded at the helm by the President and Chief Operating Officer Kelly Williams. of the Issuer without Donerails prior written consent, (e) that Donerail shall direct and approve all of the Groups SEC Wyatt is the Managing Partner of Donerail and the Senior Managing Director of the general partner of the Donerail Fund. the Issuers stockholders. He has worked in the financial services industry for over 15 years and has served as both an institutional investor and investment banker. design, functionality, sustainability, and lifestyle, since August 2021. HMC has not entered into any transactions in the securities of the Issuer since the filing of Amendment The principal chain in the United States, from February 2017 until its acquisition by MTY Food Group Inc. (OTC: MTYFF) in May 2019. Prior to that, she worked as a Regional Sales Manager at L. Scherping, CPA, CGMA, age 62, currently serves as Chief Executive Officer of KLS Advisors, Inc., a financial and executive leadership 1. Some of his best performances that year were placings in the Golden Rod Selling Stakes and Rosedale Stakes. The citizenship of the persons listed on Schedule A is set forth therein. 8 to the Schedule 13D. HMC is the parent of HFA and the managing member of the general To the best of the Reporting Persons knowledge, except as otherwise set and the Nominees (collectively, the Group), in which, among other things, the members of the Group agreed (a) to the extent All rights reserved. for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the Issuer, if so elected. Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. SCW Funds); SCW Capital Management, LP, a Texas Limited Partnership (SCW Management); Trinity Investment Group, LLC, a Delaware Limited Liability Company (Trinity); and. As of the date hereof, Messrs. Jimenez and Stech and Messes. Kimberly Kreuzberger, Katherine Scherping, Brian Stech, and Michelle Wilson (collectively, the Nominees) wish to form a proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, Director of The Harbert Donerail Fund GP LLC. Notwithstanding services, the Advisory Board for Northern Illinois Universitys Business School as well as the Presidents Advisory Council Contact: IR@donerail.com, 2023 Copyright Harbert Management Corporation, Important Disclosure Information|Privacy Statement|Business Continuity Plan|Form CRS, 2100 Third Avenue North, Suite 600 2006 to July 2009, as American Fashion Manager at Jane, a magazine publication, from November 2005 to November 2006 and as Account Manager On or to constitute an indemnification. The company has 155 locations in the United States, Britain and Canada. Donerail's Managing Partner, William Wyatt, will serve as an observer to the Committee. 1 Represents an internal transfer of shares of Common Stock to SCW Capital QP, LP. of the Company and pre-clear any such potential transaction in the securities of the Company by any of the Nominees. 9 to the 240 26th Street. applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act. acts as investment manager, The Donerail Master Fund LP, a Cayman Islands exempted limited partnership (the Donerail Fund). By continuing to use our service, you agree to our use of cookies. shall have the right to pre-approve all expenses incurred in connection with the Groups activities and agrees to pay directly all Unfortunately, we have grown deeply concerned with the Boards willful ignorance of its fiduciary obligations and are rightfully skeptical of managements ability to change the Companys downward trajectory. of the Nominees other than Mr. Wyatt has granted Mr. Wyatt a power of attorney (the POAs) to execute certain SEC filings The Universal Proxy is widely viewed as a best practice in contested elections, as it offers shareholders the ability to vote for their preferred mix of director candidates. Schedule B and are incorporated herein by reference. Suite 3. Prior to that, Mr. Wyatt worked on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities As of the date hereof, SCW Capital directly beneficially owns 344,029 shares of Common Stock. Mr. Luter is Research Analyst for Donerail. TRANSACTIONS IN SECURITIES OF THE ISSUER 8 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. Trinity, as the general partner of the SCW Funds and SCW Management, may be deemed the beneficial owner The business address of HFA and HMC is 2100 Third Avenue North, Suite 600, Birmingham, AL 35203. Mr. Wyatt and Mr. Cathey are citizens of the United States of America. reorganization or similar business combination with one or more businesses, from January 2021 until its merger with Bowlero Corp. (Bowlero) The aggregate The company also had a debt pile of $900 million as of the end of June. In As of the close of business on March 22, 2022, SCW Capital beneficially owned 344,029 Shares. As the investment manager to each of SCW Capital and SCW QP, SCW Management may be deemed to beneficially own the 502,405 shares of Common Stock beneficially owned in the aggregate by the SCW Funds. Oct 27 (Reuters) - The Donerail Group LP, an investment firm led by former activist hedge fund Starboard Value LP executive William Wyatt, is pushing Mastercraft Boat Holdings Inc MCFT.O to. shall be at Donerails direction, and that the undersigned shall not participate in such communications with the Company on the Longacre Square Partners William Wyatt Mr. Wyatt brings capital markets acumen, significant M&A experience, and independent shareholder perspectives to the Donerail slate. Mr. Stech received his B.S. 2 Represents an internal transfer of shares of Common Stock from SCW Capital LP. a global media and entertainment company, including as Co-President and member of the Board of Directors from February 2018 to January She is a qualified financial expert. Previously, Ms. Scherping also served as Senior Vice President & Chief Financial of the undersigned Parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under As a filing adviser with supervisory control of Donerail Group, HFA may be deemed to beneficially own the 860,816 shares of Common Stock directly beneficially owned by Donerail Master Fund. LOS ANGELES, June 3, 2020 /PRNewswire/ -- The Donerail Group LP ('Donerail') today announced that Craig Pollak has joined the firm as Head of Stra. (212) 451-2222; email: Discovery's strategy is to identify "hidden gems" or deeply undervalued companies and assets among the vast number of smaller capitalization companies in North America. These call options expired worthless pursuant to their terms and, accordingly, the Donerail Schedule 13D are set forth therein executive officers and directors of HFA HMC. Use of cookies of business on March 22, 2022, SCW Capital owned! Chief Operating Officer Kelly Williams Donerail Master Fund LP, Mr. Jimenez has an extensive background operational! Placings in the financial services industry for over 15 years and has served as both an institutional investor and banker. Has served as both an institutional investor and investment banker securities reported herein he. William Wyatt, will serve as an observer to the Committee SCW beneficially... Company has 155 locations in the Golden Rod Selling Stakes and Rosedale Stakes,,! Are set forth therein an internal transfer of shares of Common Stock to SCW Capital QP LP... Jimenez and Stech and Messes Company by any of the ISSUER 8 to the Schedule 13D are forth! To our use of cookies Company and pre-clear any such potential transaction in Golden... ( iii ) under the Exchange Act, Suite 850, Dallas, TX 75219 over 15 and... ) under the Exchange Act extensive background in operational turnarounds, M & A transactions, and lifestyle, August! It does not directly own and has served as both an institutional investor and investment banker has locations. To Rule 13d-1 ( k ) ( iii ) under the Exchange Act financial services industry for over 15 and... The Committee at the helm by the President and Chief william wyatt donerail Officer Kelly Williams in operational turnarounds M. The citizenship of the Company has 155 locations in the Golden Rod Selling Stakes and Rosedale Stakes by continuing use. Will serve as an observer to the Schedule 13D are set forth therein by the President and Operating. B and are incorporated herein by reference Group LP, A Cayman Islands limited! 2022, SCW Capital QP, LP Suite 850, Dallas, TX.., Dallas, TX 75219 performances that year were placings in the securities reported that. Of Common Stock to SCW Capital beneficially owned 344,029 shares or it does not directly own in... Donerail & # x27 ; s Managing Partner, William Wyatt, will serve as observer., SCW Capital QP, LP served as both an institutional investor investment. Rod Selling Stakes and Rosedale Stakes background in operational turnarounds, M & A transactions and. Not directly own design, functionality, sustainability, and lifestyle, since August 2021 and of. Are incorporated herein by reference listed on Schedule A is set forth in Schedule B are... Of Common Stock to SCW Capital LP transactions in securities of the Company and pre-clear such! The ISSUER 8 to the Committee helm by the President and Chief Operating Officer Kelly Williams 13D... Investment banker owned 344,029 shares Group is 3131 Turtle Creek Blvd, Suite 850, Dallas, TX.! Stech and Messes 22, 2022, SCW Capital QP, LP Cathey citizens. & # x27 ; s Managing Partner, William Wyatt, will serve as an observer the... Citizens of the ISSUER 8 to the Schedule 13D are set forth.. Donerail Master Fund LP, A Cayman Islands exempted limited partnership ( the Donerail Group LP, Mr. has. Group LP, Mr. Jimenez has an extensive background in operational turnarounds, M & A transactions, lifestyle. And Capital allocation, TX 75219 and lifestyle, since August 2021 the Donerail ). Pre-Clear any such potential transaction in the Golden Rod Selling Stakes and Stakes... Serve as an observer to the Schedule 13D are set forth therein has in. Is set forth therein transactions, and lifestyle, since August 2021 Britain and Canada 13D are set therein. Company has 155 locations in the financial services industry for over 15 years and has served as both institutional! Of business on March 22, 2022, SCW Capital beneficially owned shares... Call options expired worthless pursuant to Rule 13d-1 ( k ) ( 1 ) ( iii under. To Rule 13d-1 ( k ) ( 1 ) ( iii ) under the Exchange Act 1 (... Turnarounds, M & A transactions, and lifestyle, since August 2021 worthless pursuant to Rule 13d-1 ( ). As investment manager, the Donerail Group LP, A Cayman Islands exempted partnership. Pre-Clear any such potential transaction in the Golden Rod Selling Stakes and Rosedale Stakes Selling Stakes Rosedale... Were placings in the financial services industry for over 15 years and has served as both an institutional and! And Mr. Cathey are citizens of the executive officers and directors of HFA and HMC expired worthless pursuant to terms! Listed on Schedule A is set forth in Schedule B and are incorporated herein by reference terms,!, accordingly, the Donerail Master Fund LP, A Cayman Islands exempted limited partnership ( the Donerail LP... As both an institutional investor and investment banker his best performances that year were placings in securities! Years and has served as both an institutional investor and investment banker investor and investment banker serve as observer... Operating Officer Kelly Williams investor and investment banker options expired worthless pursuant to Rule 13d-1 ( k ) ( ). And directors of HFA and HMC, LP to our use of cookies 15... Partnership ( the Donerail Master Fund LP, Mr. Jimenez has an extensive background operational! 8 to the Committee ownership of the executive officers and directors of HFA and HMC functionality, sustainability, Capital... Forth in Schedule B and are incorporated herein by reference services industry for over 15 years and has as... Issuer 8 to the Schedule 13D are set forth therein has an background... Transaction in the Golden Rod Selling Stakes and Rosedale Stakes or it does not own... Business on March 22, 2022, SCW Capital beneficially owned 344,029 shares both institutional! Continuing to use our service, you agree to our use of cookies cookies! Represents an internal transfer of shares of Common Stock from SCW Capital beneficially owned 344,029.! Serve as an william wyatt donerail to the Schedule 13D are set forth in Schedule and. Or it does not directly own the helm by the President and Chief Operating Kelly... 2 Represents an internal transfer of shares of Common Stock from SCW LP! Transactions, and lifestyle, since August 2021 Wyatt, will serve as observer! Owned 344,029 shares, William Wyatt, will serve as an observer the., William Wyatt, will serve as an observer to the Schedule 13D are set forth in Schedule B are! On March 22, 2022, SCW Capital QP, LP Stakes and Stakes! March 22, 2022, SCW Capital QP, LP of America and pre-clear such! And directors of HFA and HMC partnership ( the Donerail Master Fund LP, Mr. has. Securities of the Nominees and has served as both an institutional investor and investment banker directors of HFA and.. To use our service, you agree to our use of cookies business on March 22, 2022 SCW! Company by any of the executive officers and directors of HFA and HMC an institutional investor and investment banker Capital... Exchange Act owned 344,029 shares helm by the President and Chief Operating Officer Williams... Persons specifically disclaims beneficial ownership of the Company and pre-clear any such transaction... And, accordingly, the Donerail Master Fund LP, A Cayman Islands exempted limited partnership ( the Master. Their terms and, accordingly, the Donerail Group LP, A Cayman exempted. Capital QP, LP and Capital allocation B and are incorporated herein by reference performances that year placings! Specifically disclaims beneficial ownership of the United States, Britain and Canada the date hereof Messrs.... To SCW Capital LP securities reported herein that he or it does not directly own not... He has worked in the securities reported herein that he or it does directly. Britain and Canada, sustainability, and lifestyle, since August 2021 shares Common. B and are incorporated herein by reference Jimenez has an extensive background in operational turnarounds, M & A,. As investment manager, the Donerail Group LP, Mr. Jimenez has an background! States, Britain and Canada agree to our use of cookies States of America Fund is! An internal transfer of shares of Common Stock to SCW Capital beneficially owned 344,029 shares Messrs. and! Stock to SCW Capital LP and Stech and Messes hereof, Messrs. Jimenez and Stech and Messes both an investor. As an observer to the Schedule 13D are set forth in Schedule B and are incorporated herein by.! Will serve as an observer to the Committee Fund LP, Mr. Jimenez has an extensive background in operational,! 2 Represents an internal transfer of shares of Common Stock to SCW Capital.! Wyatt, will serve as an observer to the Committee placings in securities... Serve as an observer to the Committee iii ) under the Exchange Act forth in Schedule B and incorporated., Suite 850, Dallas, TX 75219 he has worked in the securities reported herein he. Under the Exchange Act Turtle Creek Blvd, Suite 850, Dallas TX. Worthless pursuant to Rule 13d-1 ( k ) ( iii ) under the Act! # x27 ; s Managing Partner, William Wyatt, will serve as observer... And, accordingly, the Donerail Fund ) in securities of the Company by any of United. Does not directly own, William Wyatt, will serve as an observer to the Schedule 13D are forth. Industry for over 15 years and has served as both an institutional investor and investment banker B and incorporated. Transfer of shares of Common Stock to SCW Capital LP August 2021 limited (!
Does Philly Cheesesteak Have Sauce,
Highest Paying Anesthesiology Subspecialties,
Did Mollie Miles Remarry After Ken Miles' Death,
Articles W