UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Barnes Group Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
067806109
(CUSIP Number)
IRENIC CAPITAL MANAGEMENT LP
767 Fifth Avenue, 15th Floor
New York, New York 10153
ANDREW FREEDMAN
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 5, 2024
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Irenic Capital Management LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
2,572,142 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,572,142 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,572,142 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN, IA |
|
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On March 5, 2024, the Reporting
Person and certain of its affiliates (collectively, “Irenic”) entered into a Cooperation Agreement (the “Cooperation
Agreement”) with the Issuer, pursuant to which the Issuer increased the size of the Issuer’s board of directors (the “Board”)
by one (1) and appointed Adam J. Katz to the Board and as a member of the Corporate Governance Committee of the Board, effective as of
March 5, 2024. The Issuer has also agreed to nominate Mr. Katz for election at the Issuer’s 2024 annual meeting of stockholders
(the “2024 Annual Meeting”) for a term expiring at the Issuer’s 2025 annual meeting of stockholders (the “2025
Annual Meeting”), subject to the terms of the Cooperation Agreement. In addition, Irenic and the Issuer have agreed to cooperate
to identify an additional independent director candidate (the “New Independent Director”), who will be mutually agreed
upon, for appointment to the Board.
The Cooperation Agreement
further provides that (i) following the appointment of Mr. Katz and until the 2024 Annual Meeting, the size of the Board shall not exceed
twelve (12) directors (or thirteen (13) directors should the New Independent Director be appointed prior to the 2024 Annual Meeting),
and (ii) following the 2024 Annual Meeting and until the end of the Cooperation Period (as defined below), the size of the Board shall
not exceed eleven (11) directors. Under the Cooperation Agreement, subject to certain conditions, Irenic is entitled to director replacement
procedures in the event either Mr. Katz or the New Independent Director cease to serve as a director.
Pursuant to the Cooperation
Agreement, if Irenic ceases to hold a net long position (as defined in Rule 14e-4 under the Securities Exchange Act of 1934, as amended)
equal to, or having aggregate net long economic exposure to, at least 3.0% of the then-outstanding Shares, the Issuer shall no longer
be subject to the appointment and nomination obligations as described above and Mr. Katz will promptly offer his resignation from the
Board.
Pursuant to the Cooperation
Agreement, Irenic has irrevocably withdrawn its nomination notice regarding its slate of proposed director nominees for election at the
2024 Annual Meeting and has agreed to abide by certain customary standstill restrictions, voting commitments, and other provisions, to
the extent they remain in effect during the Cooperation Period. The Cooperation Agreement further provides that Irenic will cease to
be subject to the standstill restrictions during the Cooperation Period in the event of the Issuer’s entry into (x) a definitive
agreement with respect to any Extraordinary Transaction (as defined in the Cooperation Agreement) that would result in the acquisition
by any person or group of more than 50% of the Shares or assets having an aggregate value exceeding 50% of the aggregate enterprise value
of the Issuer, (y) one or more definitive agreements providing for the acquisition by the Issuer or its subsidiaries of one or more businesses
or assets having an aggregate value exceeding 25% of the aggregate enterprise value of the Issuer, or (z) one or more definitive agreements
providing for a transaction or series of related transactions which would in the aggregate result in the Issuer issuing to one or more
third parties at least 20% of the Shares (including on an as-converted basis, and including other securities of the Issuer with comparable
voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security
or similar structure).
Additionally, the Issuer
has agreed to reimburse Irenic for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection
with Irenic’s involvement at the Issuer through the date of the Cooperation Agreement, up to $250,000 in the aggregate. Irenic and
the Issuer also agreed to mutual non-disparagement restrictions.
Pursuant to the Cooperation
Agreement, the Board has entered into a consulting agreement to engage Larry A. Lawson to serve as a special advisor to the Board and
the Issuer’s senior management team.
The Cooperation Period is
defined as commencing on March 5, 2024 and continuing until the later to occur of (i) the date that is thirty (30) calendar days prior
to the notice deadline for non-proxy access stockholder nominations of director candidates for election to the Board at the 2025 Annual
Meeting and (ii) five (5) calendar days after the date on which Mr. Katz (or any replacement director who is an employee of Irenic or
an Irenic affiliate), ceases to serve on the Board. However, if the Issuer confirms in writing that it will renominate Mr. Katz (or, if
he is replaced pursuant to the Cooperation Agreement, such replacement director) for election at the 2025 Annual Meeting or at any annual
meeting(s) following the 2025 Annual Meeting and Irenic consents to the renomination, then the date in prong (i) above shall be automatically
extended each such time until the date that is thirty (30) calendar days prior to the applicable notice deadline for non-proxy access
stockholder nominations of director candidates for election to the Board applicable to each such subsequent annual meeting of stockholders
of the Issuer.
The foregoing description
of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement,
which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On March 5, 2024, Irenic
and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above, which is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby
amended to add the following exhibit:
| 99.1 | Cooperation Agreement, dated March 5, 2024 (incorporated by reference to Ex. 10.1 to the Issuer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 5, 2024). |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: March 7, 2024
|
Irenic Capital Management LP |
|
|
|
By: |
Irenic Capital Management GP LLC |
|
|
|
|
By: |
/s/ Adam Katz |
|
|
Name: |
Adam Katz |
|
|
Title: |
Managing Member |
Barnes (NYSE:B)
Historical Stock Chart
From Jun 2024 to Jul 2024
Barnes (NYSE:B)
Historical Stock Chart
From Jul 2023 to Jul 2024