Reinforces Urgent Need for Change in LL
Flooring’s Boardroom
Current Board Has Overseen Staggering
Underperformance, Conducted a Sham Sale Process, and Put LL
Flooring at Immediate Risk of Going out of Business
F9’s Three Highly Qualified Nominees – Tom D.
Sullivan, Jason Delves, and Jill Witter – Are the Right Individuals
to Restore Long-Term Value to LL Flooring
F9 Urges Shareholders to Vote the
GOLD Proxy Card
“FOR” its Three Highly
Qualified Director Nominees and “WITHHOLD” on All LL Flooring Nominees to
Protect the Value of Their Investment
F9 Investments, LLC (“F9”), which together with its affiliates
collectively owns approximately 8.85% of LL Flooring Holdings, Inc.
(“LL Flooring” or the “Company”) (NYSE: LL) common stock and is the
Company’s largest shareholder, today commented on a June 27, 2024
Bloomberg news report that the Company has retained AlixPartners, a
financial services consultancy that recently advised Bed Bath &
Beyond on its bankruptcy proceedings, to receive assistance with
operations and explore ways to boost its cash reserves.1
The report also detailed that LL Flooring’s advisors at Houlihan
Lokey Inc. have been “reaching out to potential investors about a
deal to inject fresh capital” into the Company, and that LL
Flooring had just $63.3 million of liquidity as of March 31, most
of which was available under a credit line.2
Tom Sullivan, Chairman of F9, commented, “This report reinforces
that LL Flooring is poorly run, desperate for cash, and teetering
on the brink of going out of business as a result of the current
Board’s failed leadership and sham sale process. It should be clear
to shareholders now more than ever that urgent, meaningful change
is needed in LL Flooring’s boardroom if the Company is to survive.
F9’s director nominees bring significant flooring industry
expertise, a strong track record of creating value for businesses,
and an actionable plan to protect the value of shareholders’
dwindling investments in the Company before they are permanently
destroyed.”
VOTE ON THE GOLD PROXY CARD TODAY “FOR” F9’S
NOMINEES TOM SULLIVAN, JASON DELVES, AND JILL WITTER AND “WITHHOLD”
ON ALL LL FLOORING NOMINEES AND JERALD HAMMANN
Shareholders must act decisively to safeguard their
investment. YOUR VOTE MATTERS, NO MATTER HOW MANY SHARES YOU OWN.
We urge all shareholders to protect the value of their investment
by voting for F9’s nominees today using the GOLD proxy
card.
You can cast your vote online at www.ProxyVote.com or by
completing, signing and dating the GOLD proxy card or GOLD voting
instruction form and mailing it in the postage paid envelope
provided.
If you have not received the GOLD proxy card from F9 and have
only received a WHITE proxy card sent to you by the Company, you
can still support F9’s nominees using the WHITE proxy card. You can
do so by checking the “WITHHOLD” boxes on all of the Company
nominees and Jerald Hammann and checking the “FOR” boxes for all F9
nominees – Tom Sullivan, Jason Delves, and Jill Witter.
If you have any questions about how to vote your shares, please
contact our proxy solicitor, Campaign Management, by telephone
1-(855) 264-1527 (shareholders) or (212) 632-8422 (banks &
brokerages) or by email at info@campaign-mgmt.com.
For more information about F9 and detailed voting instructions,
visit our website at www.LLGroove.com.
Solomon Partners Securities, LLC is serving as F9’s financial
advisor and Dentons US LLP is serving as its legal advisor.
DISCLAIMER
Except as otherwise set forth in this press release, the views
expressed in this press release reflect the opinions of F9
Investments, LLC and its affiliates (“F9”) and are based on
publicly available information with respect to LL Flooring
Holdings, Inc. (“LL” or the “Company”). F9 recognizes that there
may be confidential information in the possession of the Company
that could lead it or others to disagree with F9’s conclusions. F9
reserves the right to change any of its opinions expressed herein
at any time as it deems appropriate and disclaims any obligation to
notify the market or any other party of any such change, except as
required by law. F9 disclaims any obligation to update the
information or opinions contained in this press release, except as
required by law. For the avoidance of doubt, this press release is
not affiliated with or endorsed by LL.
This press release is provided merely as information and is not
intended to be, nor should it be construed as, an offer to sell or
a solicitation of an offer to buy any security nor as a
recommendation to purchase or sell any security. Certain of the
Participants (as defined below) currently beneficially own shares
of the Company. The Participants and their affiliates may from time
to time sell all or a portion of their holdings of the Company in
open market transactions or otherwise, buy additional shares (in
open market or privately negotiated transactions or otherwise), or
trade in options, puts, calls, swaps or other derivative
instruments relating to such shares.
Some of the materials in this press release contain
forward-looking statements. All statements contained herein that
are not clearly historical in nature or that necessarily depend on
future events are forward-looking, and the words “anticipate,”
“believe,” “expect,” “potential,” “could,” “opportunity,”
“estimate,” “plan,” “once again,” “achieve,” and similar
expressions are generally intended to identify forward-looking
statements. The projected results and statements contained herein
that are not historical facts are based on current expectations,
speak only as of the date of these materials and involve risks,
uncertainties and other factors that may cause actual results,
performances or achievements to be materially different from any
future results, performances or achievements expressed or implied
by such projected results and statements. Assumptions relating to
the foregoing involve judgments with respect to, among other
things, future economic competitive and market conditions and
future business decisions, all of which are difficult or impossible
to predict accurately and many of which are beyond the control of
F9.
The estimates, projections and potential impact of the
opportunities identified by F9 herein are based on assumptions that
F9 believes to be reasonable as of the date of this press release,
but there can be no assurance or guarantee (i) that any of the
proposed actions set forth in this press release will be completed,
(ii) that the actual results or performance of the Company will not
differ, and such differences may be material, or (iii) that any of
the assumptions provided in this press release are accurate.
F9 has neither sought nor obtained the consent from any third
party to use any statements or information contained herein that
have been obtained or derived from statements made or published by
such third parties, nor has it paid for any such statements. Any
such statements or information should not be viewed as indicating
the support of such third parties for the views expressed herein.
F9 does not endorse third-party estimates or research which are
used herein solely for illustrative purposes.
Important Information
F9 Investments, LLC, Thomas D. Sullivan, John Jason Delves and
Jill Witter (collectively, the “Participants”) filed a definitive
proxy statement and accompanying form of gold proxy card (as
supplemented and amended, the “Definitive Proxy Statement”) with
the Securities and Exchange Commission (the "SEC”) on May 31, 2024
to be used in connection with the 2024 annual meeting of
stockholders of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS
ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV AND
F9’S WEBSITE AT WWW.LLGROOVE.COM. THE DEFINITIVE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY’S STOCKHOLDERS. STOCKHOLDERS MAY ALSO DIRECT A REQUEST TO
F9’S PROXY SOLICITOR, CAMPAIGN MANAGEMENT, 15 WEST 38TH STREET,
SUITE #747, NEW YORK, NY 10018 (STOCKHOLDERS CAN E-MAIL
INFO@CAMPAIGNMANAGEMENT.COM OR CALL TOLL-FREE: (855) 264-1527.
Information about the Participants and a description of their
direct or indirect interests by security holdings or otherwise can
be found in the Definitive Proxy Statement.
___________________________ 1 Bloomberg News – “LL Flooring Taps
AlixPartners For Operations as It Seeks Cash”, June 27, 2024,
available at:
https://news.bloomberglaw.com/bankruptcy-law/ll-flooring-taps-alixpartners-for-operations-as-it-seeks-cash
2 Ibid.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240628788582/en/
INVESTOR AND MEDIA CONTACTS
Investors: Michael Fein Campaign Management (212) 632-8422
michael.fein@campaign-mgmt.com
Media: Jonathan Gasthalter/Nathaniel Garnick Gasthalter &
Co. (212) 257-4170 F9Investments@gasthalter.com
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