UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Huttig Building Products, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
448451104
(CUSIP Number)
Mill Road Capital II, L.P.
Attn: Thomas E. Lynch
382 Greenwich Avenue
Suite One
Greenwich, CT 06830
203-987-3500
With a copy to:
Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
617-832-1151
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 14, 2020
(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 sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 448451104 | 13D | Page 2 of 6 Pages |
1. |
Names of Reporting Persons.
Mill Road Capital II, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
2,187,942 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,187,942 | |||||
10. | Shared Dispositive Power
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,942 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
8.1% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP No. 448451104 | 13D | Page 3 of 6 Pages |
1. |
Names of Reporting Persons.
Mill Road Capital II GP LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
2,187,942 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
2,187,942 | |||||
10. | Shared Dispositive Power
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,942 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
8.1% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
CUSIP No. 448451104 | 13D | Page 4 of 6 Pages |
1. |
Names of Reporting Persons.
Thomas E. Lynch | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
USA |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
2,187,942 | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
2,187,942 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,942 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
8.1% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
CUSIP No. 448451104 | Page 5 of 6 Pages |
This Amendment No. 2 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the Common Stock), of Huttig Building Products, Inc., a Delaware corporation (the Issuer), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the Fund), Mill Road Capital II GP LLC, a Delaware limited liability company (the GP), and Thomas E. Lynch (collectively, the Reporting Persons) on March 18, 2019, as amended by Amendment No. 1 to Schedule 13D with respect to the Common Stock filed by the Reporting Persons on August 6, 2020 (such joint statement, as so amended and as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the second and third paragraphs:
On October 14, 2020, the Management Company sent the letter attached hereto as Exhibit 6, which is incorporated herein by reference, to the chairman of the Issuers board of directors proposing to acquire all outstanding shares of the Issuer at a price of $4.00 per share.
2. Item 7 of the Schedule 13D shall hereby be amended by adding the following Exhibit:
Exhibit 6 | Letter from Mill Road Capital Management LLC to the Chairman of the Board of Directors of Huttig Building Products, Inc. dated October 14, 2020. |
3. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.
[signature pages follow]
CUSIP No. 448451104 | Page 6 of 6 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: | October 14, 2020 | |
MILL ROAD CAPITAL II, L.P. | ||
By: | Mill Road Capital II GP LLC, | |
its General Partner | ||
By: | /s/ Justin C. Jacobs | |
Justin C. Jacobs | ||
Management Committee Director | ||
MILL ROAD CAPITAL II GP LLC | ||
By: | /s/ Justin C. Jacobs | |
Justin C. Jacobs | ||
Management Committee Director | ||
THOMAS E. LYNCH | ||
/s/ Justin C. Jacobs | ||
Justin C. Jacobs, attorney-in-fact |
Exhibit 6
October 14th, 2020
Delbert Tanner
Chairman of the Board of Directors
Huttig Building Products, Inc.
555 Maryville University Drive, Suite 400
St. Louis, MO 63141
Re: Acquisition Proposal for Huttig Building Products, Inc.
Dear Mr. Tanner:
Mill Road Capital Management LLC and its affiliated funds (Mill Road) are pleased to present this proposal for the acquisition of Huttig Building Products, Inc. (Huttig or the Company). As you know, Mill Road is one of the largest shareholders of Huttig with ownership of 8.1% of the Companys outstanding shares. We hope that the Board of Directors finds this improved proposal compelling for the Companys shareholders.
Purchase Price
Based on our review of publicly available information to date, Mill Road proposes to acquire 100% of the outstanding shares of the Company not already owned by Mill Road for $4.00 per share which represents a premium of 142% over the Companys closing share price on August 6th, the date we submitted our prior proposal. The purchase price would be payable in cash.
Due Diligence and Timing
Given our familiarity with the Company and significant experience executing going-private transactions, we believe we can complete customary business, accounting, and legal due diligence and negotiate definitive documentation within 45 days.
Conditions
Our proposal is contingent on 1) receiving a 45 day period of exclusivity, 2) confirming that the Companys current COVID-impacted annualized earnings power is at least as high as its earnings power immediately prior to the onset of the COVID-19 pandemic, and 3) completing our customary due diligence.
Financing
Mill Road anticipates the proposed transaction will be funded through a combination of third party debt and equity capital provided by Mill Road. We have ample equity capital to complete the transaction and are highly confident in our ability to raise an appropriate amount of debt financing.
382 Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500
Obligations and Approvals
This proposal is not legally binding. Binding legal obligations of Mill Road and the Company will be created only through execution and delivery of definitive agreements. Mill Road does not require any outside approvals to complete a transaction (other than such approvals and/or expirations of waiting periods as may be required under applicable antitrust or other laws).
Overview of Mill Road
Mill Road is a private investment firm which has raised approximately $900 million in aggregate committed equity capital. Our limited partners include a prominent and highly respected group of state pension funds, foundations, endowments and insurance companies. Our team is comprised of a core group of former Blackstone professionals who have successfully completed several dozen control transactions with a cumulative transaction value of several billion dollars.
If you have any questions, please feel free to contact me directly at (203) 987-3505. I look forward to discussing at your earliest convenience.
Sincerely, | ||
Mill Road Capital Management LLC | ||
By: | /s/ Justin C. Jacobs | |
Justin C. Jacobs | ||
Management Committee Director |
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