SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,658,941

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,658,941

0001193125-21-189586.txt : 20210614 0001193125-21-189586.hdr.sgml : 20210614 20210614090031 ACCESSION NUMBER: 0001193125-21-189586 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210614 DATE AS OF CHANGE: 20210614 GROUP MEMBERS: BRC ADVISORS GP, LLC GROUP MEMBERS: DANIEL GORDON BELTZMAN GROUP MEMBERS: GREGORY HOWARD SMITH GROUP MEMBERS: JAMES GROSFELD GROUP MEMBERS: JAMES GROSFELD TRUST UNDER AGREEMENT DATED DECEMBER 16, 1988, AS AMENDED GROUP MEMBERS: NEW WALNUT GP LLC GROUP MEMBERS: SPRINGHILL INVESTMENTS LLC GROUP MEMBERS: TORCH BRC, LP GROUP MEMBERS: WALNUT BRC, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42627 FILM NUMBER: 211013522 BUSINESS ADDRESS: STREET 1: 3701 WAYZATA BLVD STREET 2: SUITE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9529477777 MAIL ADDRESS: STREET 1: 3701 WAYZATA BLVD STREET 2: SUITE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Birch Run Capital Advisors, LP CENTRAL INDEX KEY: 0001541457 IRS NUMBER: 204950949 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE, SUITE 839 CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 2124331984 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE, SUITE 839 CITY: NEW YORK STATE: NY ZIP: 10174 FORMER COMPANY: FORMER CONFORMED NAME: Birch Run Capital, LLC DATE OF NAME CHANGE: 20120206 SC 13D/A 1 d145391dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Regis Corporation

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

758932107

(CUSIP Number)

Caren Abramovich

Birch Run Capital Advisors, LP

405 Lexington Avenue

Suite 839

New York, NY 10174

(212) 433–1980

with a copy to:

Douglas Rappaport

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 11, 2021

(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(b) for other parties to whom copies are to be sent.

*	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).

SCHEDULE 13D

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS Birch Run Capital Advisors, LP*
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	Birch Run Capital Advisors, LP is a registered investment adviser.

**	This calculation is based on a total of 35,789,820 shares of the common stock of Regis Corporation (the “Issuer”) outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS BRC Advisors GP, LLC*
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	BRC Advisors GP, LLC is the General Partner to Birch Run Capital Advisors, LP, the registered investment adviser.

**	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS Daniel Gordon Beltzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	Daniel Beltzman has been awarded an aggregate of 17,535 restricted stock units (“RSUs”). Each RSU represents a contingent right to receive one share of the Issuer’s common stock.

**	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS Gregory Howard Smith
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS Walnut BRC, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS New Walnut GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS Torch BRC, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS Springhill Investments LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS James Grosfeld Trust under Agreement dated December 16, 1988, as amended
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 Michigan

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

CUSIP No. 758932107


1		NAMES OF REPORTING PERSONS James Grosfeld
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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

*	This calculation is based on a total of 35,789,820 shares of the common stock of the Issuer outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

Amendment No. 6 to Schedule 13D

This Amendment No. 6 amends and supplements the Amended Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2020, by Daniel Beltzman, Gregory Smith, Birch Run Capital Advisors, LP and BRC Advisors GP, LLC.

Except as specifically provided herein, this Amendment No. 6 does not modify any of the disclosure previously reported in the Schedule 13D, as amended.

Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the previously filed Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.


ITEM 2. IDENTITY AND BACKGROUND

Item 2 of Schedule 13D is amended and restated, as the case may be, as follows:

(a) The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

1. Birch Run Capital Advisors, LP, a Delaware limited partnership (the “Adviser”)

2. BRC Advisors GP, LLC, a Delaware limited liability company (“Birch Run GP”)

3. Daniel Beltzman

4. Gregory Smith

5. Walnut BRC, LP, a Delaware limited partnership (“Walnut”)

6. New Walnut GP LLC, a Delaware limited liability company (“Walnut GP”)

7. Torch BRC, LP, a Delaware limited partnership (“Torch”)

8. Springhill Investments LLC, a Delaware limited liability company (“Springhill”)

9. James Grosfeld Trust under Agreement dated December 16, 1988, as amended, a Michigan Trust (“Grosfeld Trust”)

10. James Grosfeld

(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:

For each of the Adviser, Birch Run GP, Daniel Beltzman and Gregory Smith:

405 Lexington Avenue, Suite 839, New York, New York 10174.

For Walnut and Walnut GP:

655 Madison Avenue, 11th Floor, New York 10065

For each of Torch, Springhill, Grosfeld Trust and James Grosfeld:

One Towne Square, Suite 1600, Southfield, MI 48076

(c) Each of the Reporting Persons is engaged in the business of investing. The Adviser’s principal business is serving as an investment adviser to certain affiliated private investment funds, including Birch Run Capital Partners, LP. Birch Run GP’s principal business is serving as the general partner of the Adviser. Daniel Beltzman’s principal occupation is serving as a Managing Member of Birch Run GP and a Managing Member of the general partner of certain funds, including Birch Run Capital Partners, LP. Gregory Smith’s principal occupation is serving as a Managing Member of Birch Run GP and a Managing Member of the general partner of certain funds, including Birch Run Capital Partners, LP. Walnut’s principal business is investing in securities. Walnut GP’s principal business is serving as the general partner of Walnut. Torch’s principal business is investing in securities. Springhill’s principal business is serving as the general partner of Torch. Grosfeld Trust’s principal business is investing in securities, including serving as the sole member of Springhill. James Grosfeld’s principal business is investing in securities and Mr. Grosfeld serves as Trustee of Grosfeld Trust.

(d) and (e) During the past five years, none of the Reporting Persons nor Birch Run Capital Partners, LP has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

1. The Adviser – Delaware

2. Birch Run GP – Delaware

3. Daniel Beltzman – United States

4. Gregory Smith – United States

5. Walnut – Delaware

6. Walnut GP – Delaware

7. Torch – Delaware

8. Springhill – Delaware

9. Grosfeld Trust – Michigan

10. James Grosfeld – United States

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

Assignment of General Partner Interests

Pursuant to an Assignment, dated June 11, 2021, Walnut BRC GP, LLC transferred all of the general partner interests in Walnut to Walnut GP for no consideration and Walnut GP became the general partner of Walnut. In addition, pursuant to an Assignment, dated June 11, 2021, Torch BRC GP, LLC transferred all of the general partner interests in Torch (together with Walnut, each a “Partnership” and, collectively, the “Partnerships”) to Springhill for no

consideration and Springhill became the general partner of Torch. As general partner of Walnut, Walnut GP may be deemed to have voting and investment power over the shares of Common Stock of the Issuer held by Walnut, and as the general partner of Torch, Springhill may be deemed to have voting and investment power over the shares of Common Stock of the Issuer held by Torch. Further, the Adviser has ceased to serve as investment adviser to either of the Partnerships and no longer has any voting or investment power over the shares of Common Stock of the Issuer held by either of the Partnerships.

Standstill Agreement

On June 11, 2021, the Adviser, Walnut GP, and Springhill (collectively, the “Standstill Agreement Parties”) entered into a Standstill Agreement (the “Standstill Agreement”). Pursuant to the Standstill Agreement, the Adviser agreed to certain limits on communications regarding the Issuer with either Walnut GP or Springhill. In addition, Walnut GP and Springhill each agreed that, during the Standstill Period (as defined below), they shall not, and shall cause Walnut or Torch (as appropriate) not to, directly or indirectly, in any manner, alone or in concert with others, engage in certain disposition or acquisition transactions with respect to or based on the Common Stock of the Issuer. The term “Standstill Period” is defined in the Standstill Agreement as the period commencing on the date of the Standstill Agreement and ending on the earlier of (A) September 30, 2021, and (B) the date that the Issuer files its Annual Report on Form 10-K with the SEC.

The foregoing description of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Standstill Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information in Item 4 is incorporated herein by reference.

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on a total of 35,789,820 shares of the Common Stock outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 6, 2021.

Birch Run Capital Partners, LP holds 1,658,941 shares of Common Stock. Daniel Beltzman, a member the Issuer’s Board of Directors, has been awarded an aggregate of 17,535 restricted stock units (“RSUs”) for his service as a director. Each RSU represents a contingent right to receive one share of Common Stock.

Birch Run Capital Partners, LP has delegated to the Adviser voting and investment power over the securities held by it pursuant to an Investment Management Agreement with the Adviser. As a result, each of the Adviser, Birch Run GP, as the general partner of the Adviser, and Messrs. Beltzman and Smith, as Co-Managing Members of the Adviser GP, may be deemed to exercise

voting and investment power over the shares of Common Stock directly held by Birch Run Capital Partners, LP. Birch Run Capital Partners, LP specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with the Adviser.

Walnut holds 5,033,581 shares of Common Stock. As the general partner of Walnut, Walnut GP may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Walnut.

Torch holds 3,962,648 shares of Common Stock. As the general partner of Torch, Springhill may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Torch. As the sole member of Springhill, Grosfeld Trust may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Torch. As the Trustee of Grosfeld Trust, James Grosfeld may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Torch.

If the Standstill Agreement Parties and their affiliated Reporting Persons are deemed to have formed a Section 13(d) group as a result of the Standstill Agreement, such group would beneficially own 10,672,705 shares of Common Stock in the aggregate, although in no case do any of the Standstill Agreement Parties have or share voting or investment power with respect to the entirety of that number of shares of Common Stock. See the discussion of the Standstill Agreement in Item 4.

(d) Items 5(a) and 5(b) above are incorporated herein by reference.

(e) Not applicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information in Item 4 is incorporated herein by reference.

The Standstill Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

99.1	Standstill Agreement, dated June 11, 2021, by and among Birch Run Capital Advisors, LP, Springhill Investments LLC and New Walnut GP LLC

Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of June 14, 2021

Birch Run Capital Advisors, LP


By:		/s/ Caren Abramovich
Name:		Caren Abramovich
Title:		Chief Operating & Compliance Officer
BRC Advisors GP, LLC, the General Partner

BRC Advisors GP, LLC

By:		/s/ Caren Abramovich
Name:		Caren Abramovich
Title:		Chief Operating & Compliance Officer

Daniel Beltzman

By:		/s/ Daniel Beltzman

Gregory Smith

By:		/s/ Gregory Smith

Walnut BRC, LP

By:		/s/ Barry L. Bloom
Name:		Barry L. Bloom
Title:		Manager
New Walnut GP LLC, the General Partner

New Walnut GP LLC

By:		/s/ Barry L. Bloom
Name:		Barry L. Bloom
Title:		Manager

Torch BRC, LP

By:		/s/ James Grosfeld
Name:		James Grosfeld
Title:		Manager
Springhill Investments LLC, the General Partner



Springhill Investments LLC


By:		/s/ James Grosfeld
Name:		James Grosfeld
Title:		Manager

James Grosfeld Trust under Agreement dated December 16, 1988, as amended


By:		/s/ James Grosfeld
Name:		James Grosfeld
Title:’		Trustee

James Grosfeld

By:		/s/ James Grosfeld

EX-99.1 2 d145391dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

STANDSTILL AGREEMENT

This Standstill Agreement, dated as of June 11, 2021 (this “Standstill Agreement”), is by and among Birch Run Capital Advisors, LP (“Birch Run”), Springhill Investments LLC (“Springhill”) and New Walnut GP LLC (“New Walnut GP”, and together with Springhill, the “New GPs”). Birch Run and each of the New GPs are each referred to herein as a “Party” and, collectively, as the “Parties.”

WHEREAS, the limited partnership agreements of Torch BRC, LP (“Torch”) and Walnut BRC, LP (“Walnut” and, together with Torch, each a “Partnership” and, collectively, the “Partnerships”) contemplate the termination of their respective terms in 2021;

WHEREAS, pursuant to an Assignment, dated June 11, 2021, Torch BRC GP, LLC transferred all of the general partner interests in Torch to Springhill and Springhill became the general partner of Torch;

WHEREAS, pursuant to an Assignment, dated June 11, 2021, Walnut BRC GP, LLC transferred all of the general partner interests in Walnut to New Walnut GP and New Walnut GP became the general partner of Walnut;

WHEREAS, Birch Run no longer serves as the investment adviser of Torch or Walnut;

WHEREAS, Daniel Beltzman, one of the principals of Birch Run, is a member of the Board of Directors of Regis Corporation (the “Company”);

WHEREAS, Torch is the direct holder of 3,962,648 shares of common stock, par value $0.05 per share (“Common Stock”) of the Company;

WHEREAS, Walnut is the direct holder of 5,033,581 shares of Common Stock of the Company; and

WHEREAS, Mr. Beltzman and Birch Run have agreed not to discuss any potentially material information regarding the Company with either of the New GPs, and the New GPs desire not to receive any such information;

WHEREAS, the New GPs have determined to cause their respective Partnerships to hold their respective shares of Common Stock from the date hereof until the earlier of (A) September 30, 2021, and (B) the date that the Company files its Annual Report on Form 10-K with the U.S. Securities and Exchange Commission (such period, the “Standstill Period”).

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Standstill.

Each of the New GPs agrees that, during the Standstill Period (as defined above), it shall not, and shall cause its respective Partnership not to, directly or indirectly, in any manner, alone or in concert with others:

(a) sell, offer, agree or propose to sell, directly or indirectly, through Torch, Walnut or otherwise, through swap or hedging transactions or otherwise, or direct any third party in the disposition of, any shares of Common Stock of the Company or any rights decoupled from the underlying Common Stock of the Company;

(b) engage in any short sale or similar transaction or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction with respect to any security (other than a broad based market basket or index)) that includes, relates to or derives any significant part of its value from an appreciation or decline in the market price or value of the Common Stock or any securities of the Company, through Torch, Walnut or otherwise;

(c) acquire, offer, agree or propose to acquire, directly or indirectly, through Torch, Walnut or otherwise, through swap or hedging transactions or otherwise, or direct any third party in the acquisition of, any shares of Common Stock of the Company or any rights decoupled from the underlying Common Stock of the Company.

2. Communication. Birch Run agrees that neither it nor any representative will provide or discuss any non-public information regarding the Company or any of its products, operations, financial condition or results, prospects, potential acquisition or dispositions or any other information that might reasonably be deemed to be material with the New GPs.

3. Joint Filing. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to use their respective reasonable best efforts to make a joint filing on behalf of each of them of (a) a Statement of Beneficial Ownership on Schedule 13D as soon as practicable following the execution of this Standstill Agreement and (b) any amendments thereto (including any amendment required as of the end of the Standstill Period) in each case, with respect to Common Stock from the date hereof until the end of the Standstill Period. Such joint filings shall be coordinated and submitted by Birch Run and shall contain information with respect to each New GP and its respective Partnership as is reasonably acceptable to such New GP. During the Standstill Period, subject to Section 2 of this Standstill Agreement, each of the Parties hereto agrees to reasonably consult with the others with respect to filing obligations in connection with this Standstill Agreement. Each of the Parties acknowledges that it shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained in any joint filings pursuant to this Section 3 (as well as for its compliance with applicable laws, regulations, and filing requirements generally), but shall not be responsible for the completeness and accuracy of the information concerning the other Parties.

4. Representations of Birch Run. Birch Run represents and warrants to Springhill and New Walnut GP as follows: (a) Birch Run has the power and authority to execute, deliver and carry out the terms and provisions of this Standstill Agreement and to consummate the transactions contemplated hereby; (b) this Standstill Agreement has been duly and validly authorized, executed and delivered by Birch Run, constitutes a valid and binding obligation and agreement of Birch Run and is enforceable against Birch Run in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Standstill Agreement by Birch Run does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Birch Run, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which Birch Run is a party or by which it is bound.

5. Representations of Springhill. Springhill represents and warrants to Birch Run and New Walnut GP as follows: (a) Springhill is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Standstill Agreement and to consummate the transactions contemplated hereby; (b) this Standstill Agreement has been duly and validly authorized, executed and delivered by Springhill, constitutes a valid and binding obligation and agreement of Springhill and is enforceable against Springhill in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Standstill Agreement by Springhill does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Springhill, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which Springhill is a party or by which it is bound (including any employment or benefit agreement or arrangement with any employee, officer or director, and any indebtedness for borrowed money).

6. Representations of New Walnut GP. New Walnut GP represents and warrants to Birch Run and Springhill as follows: (a) New Walnut GP is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Standstill Agreement and to consummate the transactions contemplated hereby; (b) this

Standstill Agreement has been duly and validly authorized, executed and delivered by New Walnut GP, constitutes a valid and binding obligation and agreement of New Walnut GP and is enforceable against New Walnut GP in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Standstill Agreement by New Walnut GP does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to New Walnut GP, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which New Walnut GP is a party or by which it is bound (including any employment or benefit agreement or arrangement with any employee, officer or director, and any indebtedness for borrowed money).

7. Miscellaneous. The Parties agree that irreparable damage may occur in the event any of the provisions of this Standstill Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Standstill Agreement and to enforce specifically the terms and provisions of this Standstill Agreement exclusively in the Supreme Court of the State of New York or, if such court shall not have jurisdiction, any state or federal court sitting in the State of New York, in addition to any other remedies at law or in equity, and each Party agrees it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Standstill Agreement on the basis that the other Parties have an adequate remedy at law or an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity. Each of the Parties agrees to waive any bonding requirement under any applicable law if the other Party seeks to enforce the terms hereof by way of equitable relief. Furthermore, each of the Parties (a) consents to submit itself to the personal jurisdiction of the Supreme Court of the State of New York and the federal and other state courts sitting in the State of New York in the event any dispute arises out of this Standstill Agreement or the transactions contemplated by this Standstill Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Standstill Agreement or the transactions contemplated by this Standstill Agreement in any court other than such federal or state courts of the State of New York, and each of the Parties irrevocably waives the right to trial by jury, and (d) each of the Parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 8 or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO ANY CONFLICT OR CHOICE OF LAW PRINCIPLES THAT MAY RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

8. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served (a) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service; (c) immediately upon delivery by hand; or (d) on the date sent by email (except that notice given by email will not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 8 or (ii) the receiving Party delivers a written confirmation of receipt of such notice either by email or any other method described in this Section 8 (excluding “out of office” or other automated replies)). The addresses for such communications are as follows. At any time, any Party may, by notice given to the other Parties in accordance with this Section 8, provide updated information for notices pursuant to this Standstill Agreement.

if to Birch Run:

Birch Run Capital Advisors, LP

405 Lexington Avenue, Suite 839

New York, NY 10174

Attention: Caren Abramovich

Email: cabramovich@birchruncapital.com

With a copy (which shall not constitute notice) to:

if to Birch Run:

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street, Suite 1800

Dallas, TX 75201-2481

Attention: Jason M. Daniel

Email: jdaniel@akingump.com

if to Springhill:

One Town Square, Suite 1600

Southfield, MI 48076

Attention: James Grosfeld

Email: james@grosfeld.com

With a copy (which shall not constitute notice) to:

if to Springhill:

Honigman LLP

2290 First National Building

600 Woodward Avenue

Detroit, MI 48226-3506

Attention: Roger Cook

Email: rcook@honigman.com


if to New Walnut GP:		655 Madison Avenue, 11th Floor New York, NY 10065 Attention: Barry Bloom Email: bbloom@tfmg.net

With a copy (which shall not constitute notice) to:

if to New Walnut GP:		Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004-2498 Attention: Joseph A. Hearn Email: hearnj@sullcrom.com

9. Entire Agreement; Amendment. This Standstill Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof. This Standstill Agreement may be amended only by an agreement in writing executed by the Parties, and no waiver of compliance with any provision or condition of this Standstill Agreement and no consent provided for in this Standstill Agreement shall be effective unless evidenced by a written instrument executed by the Party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

10. Severability. If at any time subsequent to the date hereof, any provision of this Standstill Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Standstill Agreement.

11. Counterparts. This Standstill Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by email transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the Parties, notwithstanding that not all Parties are signatories to the same counterpart.

12. No Third Party Beneficiaries; Assignment. This Standstill Agreement is solely for the benefit of the Parties and is not binding upon (other than successors to the Parties) or enforceable by any other persons. No Party may assign its rights or delegate its obligations under this Standstill Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void. Nothing in this Standstill Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Standstill Agreement on any persons other than the Parties, nor is anything in this Standstill Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party.

13. Interpretation and Construction. When a reference is made in this Standstill Agreement to a Section, such reference shall be to a Section of this Standstill Agreement, unless otherwise indicated. The headings contained in this Standstill Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Standstill Agreement. Whenever the words “include,” “includes” and “including” are used in this Standstill Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Standstill Agreement shall refer to this Standstill Agreement as a whole and not to any particular provision of this Standstill Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “date hereof” will refer to the date of this Standstill Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Standstill Agreement, and that it has executed the same with the advice of such counsel. Each Party cooperated and participated in the drafting and preparation of this Standstill Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Standstill Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Standstill Agreement shall be decided without regards to events of drafting or preparation.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Parties hereto has executed this Standstill Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.


Birch Run Capital Advisors, LP

By:		/s/ Caren Abramovich
Name:		Caren Abramovich
Title:		Chief Operating & Compliance Officer
BRC Advisors GP, LLC, the General Partner

Springhill Investments LLC

By:		/s/ James Grosfeld
Name:		James Grosfeld
Title:		Manager

New Walnut GP LLC

By:		/s/ Barry Bloom
Name:		Barry Bloom
Title:		Manager


As Section 3 only:
BRC Advisors GP, LLC

By:		/s/ Caren Abramovich
Name:		Caren Abramovich
Title:		Chief Operating & Compliance Officer

Daniel Beltzman

/s/ Daniel Beltzman

Gregory Smith

/s/ Gregory Smith

Torch BRC, LP
By Springhill Investments LLC, its general partner

By:		/s/ James Grosfeld
Name:		James Grosfeld
Title:		Manager

James Grosfeld Trust under Agreement dated December 16, 1988, as amended

By:		/s/ James Grosfeld
Name:		James Grosfeld
Title:		Trustee

James Grosfeld

/s/ James Grosfeld

Walnut BRC, LP
By New Walnut GP LLC, its general partner

By:		/s/ Barry Bloom
Name:		Barry Bloom
Title:		Manager