0000921895-20-002016.txt : 20200720 0000921895-20-002016.hdr.sgml : 20200720 20200720093303 ACCESSION NUMBER: 0000921895-20-002016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20200720 DATE AS OF CHANGE: 20200720 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI PROPERTY INC. CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46775 FILM NUMBER: 201035276 BUSINESS ADDRESS: STREET 1: 116 MAIN STREET STREET 2: 2ND FLOOR CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 8675527490666 MAIL ADDRESS: STREET 1: NAM TAI INDUSTRIAL ESTATE EAST, STREET 2: 2 NAM TAI ROAD, GUSHU, XI XIANG, CITY: BAOAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518126 FORMER COMPANY: FORMER CONFORMED NAME: NAM TAI PROPERTY INC DATE OF NAME CHANGE: 20140422 FORMER COMPANY: FORMER CONFORMED NAME: NAM TAI ELECTRONICS INC DATE OF NAME CHANGE: 19930706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISZO CAPITAL LP CENTRAL INDEX KEY: 0001484190 IRS NUMBER: 271649960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-775-4394 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da112713002_07172020.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D

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

Nam Tai Property Inc.

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

G63907102

(CUSIP Number)

Brian L. Sheehy

IsZo Capital Management LP

590 Madison Avenue, 21^st Floor

New York, New York 10022

(646) 775-4934

STEVE WOLOSKY

RYAN NEBEL

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)

July 16, 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 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).

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			IsZo Capital 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					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,812,450
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					3,812,450
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,812,450
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.8%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			IsZo Capital GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	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					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,812,450
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					3,812,450
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,812,450
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.8%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			IsZo Capital Management LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	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					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,812,450
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					3,812,450
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,812,450
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.8%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			IsZo Management Corp.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	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					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,812,450
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					3,812,450
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,812,450
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.8%
	14	TYPE OF REPORTING PERSON

			CO

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Brian L. Sheehy
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,812,450
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					3,812,450
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,812,450
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.8%
	14	TYPE OF REPORTING PERSON

			IN, HC

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Michael Cricenti
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Cindy Chen Delano
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Bo Hu
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			CHINA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Leung Lin Cheong Louis (Louis Leung)
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			HONG KONG, CHINA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Paula J. Poskon
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. G63907102


	1	NAME OF REPORTING PERSON

			Jeffrey Tuder
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. G63907102

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 1.

Security and Issuer.

Item 1 is hereby amended and restated to read as follows:

This statement relates to the common shares, $0.01 par value per share (the “Shares”), of Nam Tai Property Inc., a British Virgin Islands corporation (the “Issuer”). The address of the principal executive offices of the Issuer is Namtai Industrial Estate, No. 2, Namtai Road, Gushu Community, Xixiang Township, Baoan District, Shenzhen City, Guangdong Province, People’s Republic of China.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by:

(i)

IsZo Capital LP, a Delaware limited partnership (“IsZo LP”), with respect to the Shares directly and beneficially owned by it;

(ii)

IsZo Capital GP LLC, a Delaware limited liability company (“IsZo GP”), as the general partner of IsZo LP;

(iii)

IsZo Capital Management LP, a Delaware limited partnership (“IsZo Capital”), as the investment manager of IsZo LP;

(iv)

IsZo Management Corp., a Delaware corporation (“IsZo Management”), as the general partner of IsZo Capital;

(v)

Brian L. Sheehy, as the managing member of IsZo GP and the President and sole director of IsZo Management;

(vi)

Michael Cricenti;

(vii)

Cindy Chen Delano;

(viii)

Bo Hu;

(ix)

Leung Lin Cheong Louis (Louis Leung);

(x)

Paula J. Poskon; and

(xi)

Jeffrey Tuder.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” IsZo LP, IsZo GP, IsZo Capital, IsZo Management and Mr. Sheehy are collectively referred to as “IsZo.”

CUSIP No. G63907102

Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of IsZo LP, IsZo GP, IsZo Capital, IsZo Management and Mr. Sheehy is 590 Madison Avenue, 21^st Floor, New York, New York 10022. The address of the principal office of Mr. Cricenti is 3111 North Houston Street, #318, Dallas, Texas 75219. The address of the principal office of Ms. Delano is 310 Comal Street, Suite 229, Austin, Texas 78702. The address of the principal office of Mr. Hu is 1700 Broadway, 37^th Floor, New York, New York 10019. The address of the principal office of Mr. Leung is Flat D, 19/F, Ritz Plaza, 122 Austin Road, Tsimshatsui, Kowloon, Hong Kong. The address of the principal office of Ms. Poskon is 12372 Lima Lane, Reston, Virginia 20191. The address of the principal office of Mr. Tuder is 6 Greenhouse Drive, Princeton, New Jersey 08540.

(c) The principal business of IsZo LP is investing in securities. IsZo GP serves as the general partner of IsZo LP. IsZo Capital serves as the investment manager of IsZo LP. IsZo Management serves as the general partner of IsZo Capital. Mr. Sheehy is the managing member of IsZo GP and the President and sole director of IsZo Management. The principal occupation of Mr. Cricenti is serving as the Managing Member of Magis Capital Partners, LLC, a private investment firm, and a Senior Advisor at IsZo Capital. The principal occupation of Ms. Delano is serving as a Partner and the Head of Litigation and Legal Strategy at Invictus Global Management, LLC, an alternative asset management firm that specializes in investing across distressed credit and related special situations opportunities. The principal occupation of Mr. Hu is serving as a Managing Director at Edge Principal Advisors, LLC, a multi-strategy real estate investment platform. The principal occupation of Mr. Leung is serving as Managing Director of Capital BR International Ltd. (f/k/a Red Shine Ltd.), a private investment firm. The principal occupation of Ms. Poskon is serving as founder and President of STOV Advisory Services LLC, a provider of professional consulting and advisory services to company executives and institutional investors in the areas of real estate, capital markets, investor relations, and diversity and inclusion. The principal occupation of Mr. Tuder is serving as the Managing Member of Tremson Capital Management, LLC, a private investment firm focused on identifying and investing in securities of undervalued publicly-traded companies.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been 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) IsZo LP, IsZo GP, IsZo Capital and IsZo Management are organized under the laws of the State of Delaware. Messrs. Sheehy, Cricenti and Tuder and Mses. Delano and Poskon are citizens of the United States of America. Mr. Hu is a citizen of China. Mr. Leung is a citizen of Hong Kong, China.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by IsZo LP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,812,450 Shares beneficially owned by IsZo LP is approximately $40,398,731, including brokerage commissions.

CUSIP No. G63907102

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On July 16, 2020, IsZo determined to seek member support to demand that the Issuer convene a meeting of members of the Issuer (the “Special Meeting”). Under the Issuer’s Articles of Association, a meeting of members of the Issuer shall be convened upon the written request of members holding more than 30% of the votes of the outstanding voting Shares in the Issuer. If a sufficient number of members support IsZo’s efforts to call the Special Meeting, IsZo intends to solicit member support in favor of proposals seeking to (i) remove Ying Chi Kwok, Dr. Wing Yan “William” Lo, Vincent Fok, Professor Si Zong Wu and Dr. Aiping Lyu (and any new director(s) appointed by the Board of Directors since the conclusion of the 2020 Annual General Meeting of Shareholders) as directors of the Issuer and (ii) appoint Michael Cricenti, Cindy Chen Delano, Bo Hu, Leung Lin Cheong Louis (Louis Leung), Paula J. Poskon and Jeffrey Tuder (collectively, the “Nominees”) as directors of the Issuer (the “Proposals”).

On July 20, 2020, IsZo issued a letter to shareholders of the Issuer seeking support to convene the Special Meeting. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and to communicate with the Issuer’s management and Board about a broad range of operational and strategic matters. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with members of the Issuer or third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts as a means of enhancing value, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

CUSIP No. G63907102

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 38,935,000 Shares outstanding as of March 31, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on April 27, 2020.

As of the date hereof, IsZo LP beneficially owned 3,812,450 Shares, constituting approximately 9.8% of the Shares outstanding.

IsZo GP, as the general partner of IsZo LP, may be deemed to beneficially own the 3,812,450 Shares owned by IsZo LP, constituting approximately 9.8% of the Shares outstanding. IsZo Capital, as the investment manager of IsZo LP, may be deemed to beneficially own the 3,812,450 Shares owned by IsZo LP, constituting approximately 9.8% of the Shares outstanding. IsZo Management, as the general partner of IsZo Capital, may be deemed to beneficially own the 3,812,450 Shares owned by IsZo LP, constituting approximately 9.8% of the Shares outstanding. Mr. Sheehy, as the managing member of IsZo GP and the President and sole director of IsZo Management, may be deemed to beneficially own the 3,812,450 Shares owned by IsZo LP, constituting approximately 9.8% of the Shares outstanding.

As of the date hereof, Mses. Delano and Poskon and Messrs. Cricenti, Hu, Leung and Tuder did not beneficially own any Shares, constituting 0% of the Shares outstanding.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own.

(b) By virtue of their respective relationships to IsZo LP, each of IsZo LP, IsZo GP, IsZo Capital, IsZo Management and Mr. Sheehy may be deemed to share the power to vote and dispose of the Shares directly owned by IsZo LP.

(c) There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. Further, the Nominees have not entered into any transactions in securities of the Issuer during the past sixty 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On July 16, 2020, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, the parties agreed (a) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) to form a group for the purpose of soliciting written requests or proxies to (i) request that the Issuer call the Special Meeting to approve the Proposals and (ii) approve the Proposals at any Special Meeting called for such purpose. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

IsZo LP has entered into letter agreements pursuant to which it and its affiliates agreed to indemnify the Nominees against claims arising from the solicitation in connection with the Special Meeting and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

CUSIP No. G63907102

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Letter to Shareholders, dated July 20, 2020.

99.2

Joint Filing and Solicitation Agreement, dated July 16, 2020.

99.3

Form of Indemnification Letter Agreement.

99.4

Powers of Attorney.

CUSIP No. G63907102

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: July 20, 2020

IsZo Capital LP

By:	IsZo Capital GP LLC General Partner

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	Managing Member

IsZo Capital GP LLC

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	Managing Member

IsZo Capital Management LP

By:	IsZo Management Corp. General Partner

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	President and Sole Director

IsZo Management Corp.

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	President and Sole Director

/s/ Brian L. Sheehy

Brian L. Sheehy

Individually and as attorney-in-fact for Michael Cricenti, Cindy Chen Delano, Bo Hu, Leung Lin Cheong Louis (Louis Leung), Paula J. Poskon and Jeffrey Tuder

EX-99.1 2 ex991to13da112713002_071720.htm LETTER TO SHAREHOLDERS

Exhibit 99.1

IsZo Capital Issues Letter to Nam Tai Shareholders Seeking Support to Convene a Special Meeting

Urges Shareholders to Visit www.FixNTP.com to Support Request for a Special Meeting, Which Requires Support From Investors Collectively Holding 30% of the Company’s Outstanding Shares

Special Meeting Would Provide Shareholders an Opportunity to Reconstitute Nam Tai’s Board by Voting to Remove a Majority of the Incumbents and Voting to Add Six Highly-Qualified Individuals

Six-Member Slate Assembled by IsZo Possesses Deep Real Estate Expertise, Extensive Experience Operating in China, Proven Management and Board Service Pedigrees, and Strong Capital Allocation and Transaction Acumen

Warns Nam Tai’s Leadership to Not Take Any Near-Term Actions to Entrench the Incumbents or Undermine Shareholders’ Rights and Ability to Facilitate Necessary Board-Level Change

NEW YORK -- (BUSINESS WIRE) -- IsZo Capital Management LP (together with its affiliates, “IsZo”), a significant long-term shareholder of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) with beneficial ownership of approximately 9.8% of the Company’s outstanding shares, today issued a letter to shareholders seeking support to convene a meeting of Nam Tai shareholders (the “Special Meeting”). IsZo is seeking to convene the Special Meeting for the purpose of providing shareholders an opportunity to reconstitute Nam Tai’s Board of Directors by removing a majority of the incumbent directors and installing six highly-qualified and independent individuals: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder.

We encourage shareholders to visit www.FixNTP.com to meet our slate and learn how to support our request for the Special Meeting. Shareholders can also e-mail the name of their brokerage firm and the number of shares they own to IsZo’s solicitor, Saratoga Proxy Consulting at info@saratogaproxy.com, or call (212) 257-1311. IsZo’s solicitor will provide Nam Tai shareholders with specific instructions on how they and their broker can execute a written request to call the Special Meeting.

The full text of today’s letter is below.

***

July 20, 2020

Dear Fellow Shareholders,

IsZo Capital Management LP (together with its affiliates, “IsZo”) is a significant long-term shareholder of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”). We continue to believe there is an urgent need for change atop Nam Tai in light of its dismal corporate governance, perpetual boardroom conflicts, poor financial performance and value-destructive capital allocation decisions. Since Kaisa Group Holdings Ltd. (together with its affiliates, “Kaisa”) began taking control of Nam Tai in late 2017, the best interests of shareholders have been consistently disregarded by management and the Board of Directors (the “Board”). Kaisa’s unrelenting focus on its own interests above all else has destroyed nearly 70% of Nam Tai’s market capitalization and left the Company without any strategic direction or credible plan for enhancing shareholder value.¹

¹ Nam Tai’s share price was $13.00 as of the close of trading on January 29, 2018 (the day Ying Chi Kwok was appointed Chief Executive Officer) and the Company’s share price was $4.05 as of the close of trading on May 26, 2020 (the day before IsZo issued its first public communication to shareholders).

In light of the dire situation at Nam Tai, we are seeking shareholder support to demand that Nam Tai convene a meeting of the Company’s shareholders (the “Special Meeting”), whereat shareholders could vote to:

Remove five of the incumbent directors (Ying Chi Kwok, Dr. Wing Yan “William” Lo, Vincent Fok, Professor Si Zong Wu and Dr. Aiping Lyu), and any new director(s) appointed by the Board since the conclusion of the 2020 Annual General Meeting of Shareholders, from the Board; and

Appoint IsZo’s six highly-qualified and independent director candidates (Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder) to the Board.

Convening a Special Meeting requires the support of shareholders collectively holding 30% of Nam Tai’s outstanding shares. We urge shareholders interested in supporting our request for a Special Meeting to immediately visit www.FixNTP.com or promptly contact Saratoga Proxy Consulting at info@saratogaproxy.com or (212) 257-1311 with the name of your brokerage firm and the number of shares you own. Saratoga Proxy Consulting will provide Nam Tai shareholders with specific instructions on how they and their broker can execute a written request to call the Special Meeting.

THE CASE FOR SIGNIFICANT CHANGE IS CLEAR: NEW LEADERSHIP IS NEEDED TO ADDRESS THE GLARING GOVERNANCE, FINANCIAL AND STRATEGY ISSUES AT NAM TAI

We believe Nam Tai’s current leadership is unwilling to divorce itself from conflicts and incapable of taking the right steps to unlock the intrinsic value of the Company’s assets. The same individuals that have consistently put their own interests above those of shareholders cannot be counted on to unwind Nam Tai’s web of value-destructive issues, including:

Deficient Corporate Governance Under Kaisa: Kaisa, which is a conflicted minority shareholder, has packed the Board and management team with allies and family members. Not only did Kaisa’s Chief Executive Officer install his younger brother – Ying Chi Kwok – as Nam Tai’s Chairman and Chief Executive Officer, but more than half of the Company’s Board members are directly affiliated with Kaisa or the Kwok brothers. Shareholders should not forget that the Kwok brothers have a troubling track record. In 2015, Kaisa’s share price plummeted as the Shenzhen government froze its assets, resulting in a delisting from the Hong Kong exchange and the Kwok brothers fleeing to Hong Kong to escape detention by the People’s Republic of China. We believe a reconstituted Board with demonstrated integrity will be able to eradicate the nepotism that pervades Nam Tai today.

A Controversial, Unengaged Chief Executive Officer: Ying Chi Kwok has failed to engage in any substantive manner with Nam Tai shareholders since becoming Chief Executive Officer in 2018. Mr. Kwok has not held a single conference call, engaged with sell-side analysts or presented in any public forum. To our knowledge, Mr. Kwok has seldom, if ever, visited the Company’s headquarters and properties. We believe that Mr. Kwok should be made to answer to shareholders for his delinquent performance and failure to deliver any credible plan for enhancing value. We believe a reconstituted Board and qualified executive leadership team will be far better positioned to rebuild credibility with shareholders and put forth a viable corporate strategy.

Chronic Financial Underperformance: Nam Tai has produced negative total shareholder returns (“TSR”) over every relevant time horizon, including one-year (-58.96%), three-year (-43.75%) and five-year (-9.68%) periods.² The Company’s TSR during Ying Chi Kwok’s disastrous, multi-year tenure as Chief Executive Officer is a comparably abysmal (-56.85%).³ We believe reconstituting the Board and removing Kaisa insiders from leadership roles at Nam Tai is the only way to end this dangerous and destructive tailspin.

² TSR figures account for dividends reinvested and run through the close of trading on May 26, 2020 (the day before IsZo issued its first public communication to shareholders).

³ TSR figure accounts for dividends reinvested and runs from the close of trading on January 29, 2018 (the day Ying Chi Kwok was appointed Chief Executive Officer) to the close of trading on May 26, 2020 (the day before IsZo issued its first public communication to shareholders).

A Concerning History of Related-Party Transactions: Since Kaisa essentially took control of Nam Tai (without paying any premium), the Company has engaged in a startling number of related-party transactions. Multiple years of self-dealing has resulted in at least $2.5 million in questionable transactions. We believe a reconstituted Board that includes proven public company directors and talented legal experts will be able to investigate the full scope of Kaisa’s self-dealing and establish clear guardrails to prevent similar value erosion moving forward.

Egregious Strategic Missteps: Despite dramatic share price underperformance and shareholder outrage over related-party transactions, the incumbent Board has been rubberstamping a misaligned capital allocation approach. Nam Tai recently announced its intent to pursue an illogical and opaque acquisition strategy without conveying any detail to shareholders regarding anticipated costs, expected returns or the Company’s investment criteria. In keeping with its disregard for shareholder communication and transparency, the Company revealed in a single, buried sentence in its March 2020 20-F filing that it purchased a $101 million site for residential development in Dongguan City. This purchase used more than 80% of the Company’s available cash and represents more than a third of Nam Tai’s market capitalization. We believe a reconstituted Board that includes our six-member slate will be able to veer off of this disastrous path, while avoiding dangerous debt and preserving the underlying intrinsic value of revenue-generating projects.

THERE IS AN EXPEDITED PATH TO FIX NTP: RECONSTITUTE THE COMPANY’S BOARD WITH THE ISZO SLATE

IsZo has spent the past two months identifying and recruiting a world-class group of director candidates with deep real estate expertise, extensive experience operating in China, proven management and board service pedigrees and strong capital allocation and transaction acumen. Our six-member slate has already begun working to establish a comprehensive plan for improving governance, ending conflicts and self-dealing and implementing a disciplined capital allocation approach and structured portfolio optimization process that can help shareholders realize the intrinsic value of Nam Tai’s assets. By adding our director candidates to the Board alongside current directors Peter R. Kellogg and Mark Waslen, Nam Tai can finally benefit from a diverse, independent and qualified Board that is well-positioned to recruit a new management team and set a fresh strategic direction.

Our six highly-qualified and independent director candidates are:

Michael Cricenti is the Managing Member and Chief Investment Officer of Magis Capital Partners, a private investment firm that periodically invests in real estate investment trusts (“REITs”) with underlying holdings across various commercial property sub-sectors. Since 2017, Mr. Cricenti has also served as a Senior Advisor at IsZo, where he advises the firm on its investments in real estate securities and the REIT sector. From 2009 through 2016, Mr. Cricenti served as Managing Director at Bluestem Asset Management, an investment firm with approximately $1.5 billion in assets. Mr. Cricenti’s responsibilities at Bluestem included leading the sourcing, research and execution of investments in public, private and partnership securities, including real estate companies and securities. Mr. Cricenti began his career as a mergers and acquisitions analyst at Harris Williams & Co., a leading middle-market advisory firm. Mr. Cricenti holds a Bachelor of Science in Business Administration with a concentration in finance and quantitative methods from Babson College.

Cindy Chen Delano is a Partner and the Head of Litigation and Legal Strategy at Invictus Global Management, an alternative asset management firm based in Austin, Texas. Ms. Delano has vast legal expertise when it comes to complex cross-border transactions and investments, having held various positions at firms such as Whitebox Advisors, a $5 billion global asset manager, and AIG Investments, the investment management arm of American International Group (NYSE: AIG). Previously, Ms. Delano served as an attorney specializing in business finance and restructuring at Weil, Gotshal & Manges and actively practiced through 2013 at firms that included Kirkland & Ellis and Milbank. Ms. Delano holds a Bachelor of Arts from New York University and received her Juris Doctor from St. John’s University School of Law, graduating magna cum laude from both. Ms. Delano also previously served as an adjunct professor at the University of Minnesota Law School.

Bo Hu is the Managing Director at Edge Principal Advisors, a multi-strategy real estate investment firm. He served as a Vice President at the firm from 2013 through 2016 and originally joined as an Associate in 2010. From 2009 through 2010, Mr. Hu was an Associate in the Real Estate Acquisitions Group at Five Mile Capital Partners, an alternative investment and asset management company, where he was actively involved in real estate transactions across all levels across the capital structure. Mr. Hu began his career in 2007 as an Analyst in the Global Commercial Real Estate Investment Banking Group at Merrill Lynch & Co., a leading wealth management, capital markets and advisory company. Mr. Hu graduated as a Sommerfeld Scholar from the University of Texas at Austin with both a Master of Science and Bachelor of Science in Accounting.

Leung Lin Cheong Louis (Louis Leung) is the Managing Director of Capital BR International Ltd., a private investment firm that he founded in 2017 after spending decades as a manager of real estate developments. Prior to founding his own firm, Mr. Leung served as Managing Director of the Retail Asset Management Department of Ping An Real Estate Company Ltd., a Chinese real estate developer. Throughout his extensive career, Mr. Leung has held a number of senior roles focused on property development at leading real estate funds, including as Managing Director of Real Estate Development at Van Shung Chong Holdings Limited in Shanghai from 2007 to 2013 and as Executive Director at the large investment and property developer, Shanghai Cross Ocean Property Development Co. Ltd. from 2006 to 2007. Mr. Leung began his career in the real estate industry in the Hong Kong office of Jones Lang Wootton (NYSE: JLL). Mr. Leung previously served as a director of the Property and Construction Services Group of the Hong Kong General Chamber of Commerce and has served on various other private boards of directors. He received his Master of Science degree from The Hong Kong Polytechnic University.

Paula J. Poskon is the founder and President of STOV Advisory Services, which offers professional consulting and advisory services to company executives and institutional investors in the areas of real estate, capital markets, investor relations and diversity and inclusion. From 2014 through 2015, Ms. Poskon served as Senior Vice President/Senior Real Estate Research Analyst at D.A. Davidson & Co., where she was tasked to co-lead the launch of its real estate capital markets platform. Ms. Poskon was a Director and Senior Equity Research Analyst in Real Estate at Robert W. Baird & Co. from 2005 through 2014. Ms. Poskon was named No. 3 on The Wall Street Journal’s “Best on the Street” among real estate analysts for 2009 and No. 2 among real estate analysts for stock-picking in 2011 by StarMine. Ms. Poskon currently sits on the Board of Directors of Wheeler Real Estate Investment Trust (NASDAQ: WHLR), a fully-integrated, self-managed commercial real estate investment company that owns, leases and operates income-producing retail properties. Ms. Poskon graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Science in Economics with a concentration in Accounting and a Master of Business Administration in Finance with a concentration in Strategic Management.

Jeffrey Tuder is the Managing Member of Tremson Capital Management, a private investment firm he founded focused on identifying and investing in securities of undervalued publicly-traded companies. From 2012 through 2015, Mr. Tuder held positions at investment advisors that primarily invest in undervalued securities, including serving as the Director of Research for KSA Capital Management and as a Senior Analyst at JHL Capital Group. Mr. Tuder fostered his financial analysis and capital allocation expertise during his tenure as Managing Director of Special Situations at CapitalSource Finance (formerly NYSE: CSE), a publicly-traded commercial finance company until its acquisition by PacWest Bancorp. Mr. Tuder also has many years of experience as an investor and financial analyst at firms such as Fortress Investment Group (formerly NYSE: FIG). Mr. Tuder currently serves on the Board of Directors of Inseego (NASDAQ: INSG), SeaChange International (NASDAQ: SEAC) and Unico American (NASDAQ: UNAM). Mr. Tuder previously served as a director of MRV Communications (formerly NASDAQ: MRVC). He has also served as a director of several privately held companies across multiple industries. Mr. Tuder earned his Bachelor of Arts from Yale University.

WE URGE SHAREHOLDERS TO SUPPORT THE CHANGE NEEDED AT NAM TAI BY EXECUTING A WRITTEN REQUEST FOR A SPECIAL MEETING

The time to fix Nam Tai is now – together shareholders can put an end to further value-destructive acquisitions and costly self-dealing at the Company. We firmly believe overhauling Nam Tai’s Board and management team is the only way to ensure shareholders’ best interests are finally prioritized and that the value of the Company’s underlying assets is ultimately realized. If the incumbent Board tries to undermine corporate democracy in the days to come by announcing cosmetic changes or tendering for shares, we believe it will only reinforce shareholder sentiment that Nam Tai’s leaders are focused on self-preservation and enriching themselves above all else.

We encourage shareholders to immediately visit www.FixNTP.com to obtain instructions to execute a written request for the Special Meeting. While we advise Nam Tai’s leaders to avoid taking any steps that undermine shareholders’ rights to elect directors of their choosing at a Special Meeting, the risks associated with Kaisa’s control of the Company grow each day. This is why we are asking shareholders to promptly act to help us reach the 30% support threshold for a Special Meeting.

We look forward to your support.

Sincerely,

Brian Sheehy

IsZo Capital Management LP

***

As a shareholder and owner of Nam Tai, your support is crucial. Together, we can Fix Nam Tai.

We urge shareholders to contact Saratoga Proxy Consulting at info@saratogaproxy.com or (212) 257-1311 with the name of your brokerage firm and the number of shares you own. Saratoga will provide you with specific instructions on how you and your broker may execute a written request to call the Special Meeting.

***

Contacts

For Investors:

Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com

For Media:

Profile
Greg Marose / Charlotte Kiaie, 347-343-2999
gmarose@profileadvisors.com / ckiaie@profileadvisors.com

###

EX-99.2 3 ex992to13da112713002_071720.htm JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are members, direct or beneficial, of Nam Tai Property Inc., a British Virgin Islands corporation (the “Company”); and

WHEREAS, IsZo Capital LP, IsZo Capital GP LLC, IsZo Capital Management LP, IsZo Management Corp. and Brian L. Sheehy (together, “IsZo”), and Michael Cricenti, Cindy Chen Delano, Bo Hu, Leung Lin Cheong Louis (Louis Leung), Paula J. Poskon and Jeffrey Tuder (collectively, the “Nominees”) wish to form a group for the purpose of (i) submitting a request to the directors of the Company to convene a meeting of members of the Company, (ii) soliciting written requests or proxies from the holders of 30% or more of the outstanding shares to convene a meeting of members of the Company, (iii) soliciting proxies at any such meeting of members for the purpose of removing certain members of the Company’s Board of Directors and appointing the Nominees, or any other persons designated by IsZo, as directors of the Company to fill the vacancies, and (iv) taking such other actions as the parties deem advisable to achieve the foregoing (collectively, the “Purposes”).

NOW, IT IS AGREED, this 16th day of July 2020 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”), such notice to be given no later than four (4) hours after each such transaction, of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership; provided, however, that each Nominee agrees not to purchase or sell securities of the Company or otherwise increase or decrease his or her economic exposure to or beneficial ownership over the securities of the Company without the prior consent of IsZo. For purposes of this agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

3. Each of the undersigned agrees to form the Group for the Purposes described above.

4. IsZo shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by IsZo or its representatives.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this agreement.

7. This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. This agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

9. Any party hereto may terminate its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky and Ryan Nebel at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and IsZo relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

IsZo Capital LP

By:	IsZo Capital GP LLC General Partner

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	Managing Member

IsZo Capital GP LLC

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	Managing Member

IsZo Capital Management LP

By:	IsZo Management Corp. General Partner

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	President and Sole Director

IsZo Management Corp.

By:	/s/ Brian L. Sheehy
	Name:	Brian L. Sheehy
	Title:	President and Sole Director

	/s/ Brian L. Sheehy
	Brian L. Sheehy

	/s/ Michael Cricenti
	Michael Cricenti

	/s/ Cindy Chen Delano
	Cindy Chen Delano

	/s/ Bo Hu
	Bo Hu

	/s/ Leung Lin Cheong Louis (Louis Leung)
	Leung Lin Cheong Louis (Louis Leung)

	/s/ Paula J. Poskon
	Paula J. Poskon

	/s/ Jeffrey Tuder
	Jeffrey Tuder

EX-99.3 4 ex993to13da112713002_071720.htm FORM OF INDEMNIFICATION LETTER AGREEMENT

Exhibit 99.3

ISZO CAPITAL LP

c/o IsZo Capital Management LP

590 Madison Avenue, 21st Floor

New York, New York 10022

July __, 2020

Re: Nam Tai Property Inc.

Dear ______:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Nam Tai Property Inc. (the “Company”) in connection with the solicitation that IsZo Capital LP and certain of its affiliates (collectively, the “IsZo Group”) is considering undertaking to convene a meeting of members of the Company in order to remove certain current directors of the Company and replace them with the IsZo Group’s slate of director nominees (the “IsZo Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter agreement (this “Agreement”) will set forth the terms of our agreement.

The members of the IsZo Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the IsZo Group Solicitation and any related transactions, including anything signed on your behalf per the Power of Attorney Agreement executed on July ___, 2020, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the IsZo Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the IsZo Group prompt written notice of such claim or Loss (provided that failure to promptly notify the IsZo Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the IsZo Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The IsZo Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the IsZo Group, any confidential, proprietary or non-public information (collectively, “Information”) of the IsZo Group, its affiliates or any members of any group formed by the IsZo Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the IsZo Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the IsZo Group so that the IsZo Group or any member thereof may seek a protective order or other appropriate remedy or, in the IsZo Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the IsZo Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the IsZo Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the IsZo Group and, upon the request of a representative of the IsZo Group, all such Information shall be returned or, at the IsZo Group’s option, destroyed by you, with such destruction confirmed by you to the IsZo Group in writing.

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

ISZO CAPITAL LP

By:	IsZo Capital GP LLC, its General Partner

By:
Name:	Brian L. Sheehy
Title:	Managing Member

ACCEPTED AND AGREED:

__________________________

EX-99.4 5 ex994to13da112713002_071720.htm POWERS OF ATTORNEY

Exhibit 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Brian L. Sheehy the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Nam Tai Property Inc., a British Virgin Islands corporation (the “Company”), directly or indirectly beneficially owned by IsZo Capital LP or any of its affiliates or members of its Schedule 13D group (collectively, the “IsZo Group”) and (ii) any solicitation of written requests or proxies that the IsZo Group is considering to convene a meeting of members of the Company in order to remove certain current directors of the Company and replace them with the IsZo Group’s slate of director nominees (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the IsZo Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the IsZo Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s reasonable discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the IsZo Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.