Irenic Encourages Barnes Group to Move with Greater Urgency to Collaborate on Necessary Board Improvements
February 16 2024 - 2:30PM
Business Wire
Believes the Company’s Underwhelming
Fourth Quarter and Full Year 2023 Results Reinforce the Need for
New Backgrounds and Fresh Perspectives in the Boardroom
Irenic Capital Management LP (together with its affiliates,
“Irenic” or “we”), a top shareholder of Barnes Group Inc. (NYSE: B)
(“Barnes” or the “Company”) and the beneficial owner of
approximately 5.1% of the Company’s outstanding common stock, today
issued the following statement from Co-Founder and Chief Investment
Officer Adam Katz:
“We are committed to working constructively and in good faith to
help Barnes realize its potential. Today's underwhelming results
for the fourth quarter and full-year 2023 reinforce the need for a
more engaged, independent and well-rounded Board at Barnes. We
encourage the Company to move with greater urgency to work with us
on the addition of independent directors with relevant industry and
capital allocation expertise. It is time to do the right thing for
Barnes’ shareholders.”
About Irenic
Irenic Capital Management LP is an investment management firm
founded by Adam Katz and Andy Dodge. Based in New York City, Irenic
works collaboratively with publicly traded companies to ensure
operating activities, capital deployment and management incentives
are all aligned to create value for the company and its owners. For
more information about Irenic, please visit www.irenicmgmt.com.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Irenic Capital Management LP (“Irenic Capital”), together with
the other participants named herein (collectively, “Irenic”),
intends to file a preliminary proxy statement and accompanying
WHITE universal proxy card with the Securities and Exchange
Commission (the “SEC”) to be used to solicit votes for the election
of its slate of director nominees at the 2024 annual meeting of
stockholders of Barnes Group Inc., a Delaware corporation (the
“Company”).
IRENIC STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB
SITE AT HTTPS://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Irenic Capital, Irenic Capital Evergreen Master Fund LP (“Irenic
Evergreen”), Irenic Capital Opportunity Master Fund LP (“Irenic
Opportunity”), Irenic Schooner LLC (“Irenic Schooner”), Irenic
Capital Evergreen Fund GP LLC (“Irenic Evergreen GP”), Irenic
Capital Opportunity Fund GP LLC (“Irenic Opportunity GP”), Irenic
Capital Management GP LLC (“Irenic Capital GP”), Andrew Dodge, Adam
J. Katz and Larry A. Lawson.
As of the date hereof, Irenic Evergreen directly owns 1,200,133
shares of common stock, par value $0.01 per share (the “Common
Stock”), of the Company. As of the date hereof, Irenic Opportunity
directly owns 489,464 shares of Common Stock. As of the date
hereof, Irenic Schooner directly owns 882,445 shares of Common
Stock. As of the date hereof, Irenic Capital directly owns 100
shares of Common Stock and as the investment manager of each of
Irenic Evergreen, Irenic Opportunity and Irenic Schooner, Irenic
Capital may be deemed to beneficially own the 2,572,042 shares of
Common Stock owned in the aggregate by Irenic Evergreen, Irenic
Opportunity and Irenic Schooner. Irenic Evergreen GP, as the
general partner of Irenic Evergreen and Managing Member of Irenic
Schooner, may be deemed to beneficially own the 2,082,578 shares of
Common Stock owned in the aggregate by Irenic Evergreen and Irenic
Schooner. Irenic Opportunity GP, as the general partner of Irenic
Opportunity, may be deemed to beneficially own the 489,464 shares
of Common Stock owned by Irenic Opportunity. Irenic Capital GP, as
the general partner of Irenic Capital, may be deemed to
beneficially own the 2,572,142 shares of Common Stock owned in the
aggregate by Irenic Capital, Irenic Evergreen, Irenic Opportunity
and Irenic Schooner. Mr. Dodge, as a Managing Member of each of
Irenic Evergreen GP, Irenic Opportunity GP and Irenic Capital GP,
may be deemed to beneficially own the 2,572,142 shares of Common
Stock owned in the aggregate by Irenic Capital, Irenic Evergreen,
Irenic Opportunity and Irenic Schooner. Mr. Katz, as the Chief
Investment Officer of Irenic Capital and a Managing Member of each
of Irenic Evergreen GP, Irenic Opportunity GP and Irenic Capital
GP, may be deemed to beneficially own the 2,572,142 shares of
Common Stock owned in the aggregate by Irenic Capital, Irenic
Evergreen, Irenic Opportunity and Irenic Schooner. As of the date
hereof, Mr. Lawson does not own any shares of Common Stock.
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version on businesswire.com: https://www.businesswire.com/news/home/20240216583126/en/
Irenic Capital Management contact@irenicmgmt.com
Longacre Square Partners Greg Marose / Dan Zacchei, 646-386-0091
irenic@longacresquare.com
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