UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Anywhere Real Estate Inc.
(Name of Issuer)
Common Stock of $0.01 par value
(Title of Class of Securities)
75605Y106
(CUSIP NUMBER)
Christopher D. Moore
Angelo, Gordon & Co, L.P.
245 Park Avenue, 26th Floor
New York, NY 10167
Tel. No.: (212) 692-2009
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 23, 2022
(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 which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐
The information required in 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, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
CUSIP No. 75605Y106 | 13D |
1 |
NAME OF REPORTING PERSONS
Angelo, Gordon & Co., L.P. | |||||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
9,476,405 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
9,476,405 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,476,405 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%* | |||||
14 | TYPE OF REPORTING PERSON*
IA, PN |
* | Based on 109,480,134 shares of Common Stock of $0.01 par value (Common Stock) of Anywhere Real Estate Inc. (the Issuer) outstanding as of October 28, 2022, as reported in the Issuers Form 10-Q filed with the SEC on November 3, 2022. |
CUSIP No. 75605Y106 | 13D |
1 |
NAME OF REPORTING PERSONS
AG 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
9,476,405 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
9,476,405 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,476,405 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%* | |||||
14 | TYPE OF REPORTING PERSON*
HC, OO |
* | Based on 109,480,134 shares of Common Stock of the Issuer outstanding as of October 28, 2022, as reported in the Issuers Form 10-Q filed with the SEC on November 3, 2022. |
CUSIP No. 75605Y106 | 13D |
1 |
NAME OF REPORTING PERSONS
Josh Baumgarten | |||||
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
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
9,476,405 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
9,476,405 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,476,405 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%* | |||||
14 | TYPE OF REPORTING PERSON*
IN, HC |
* | Based on 109,480,134 shares of Common Stock of the Issuer outstanding as of October 28, 2022, as reported in the Issuers Form 10-Q filed with the SEC on November 3, 2022. |
CUSIP No. 75605Y106 | 13D |
1 |
NAME OF REPORTING PERSONS
Adam Schwartz | |||||
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
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
9,476,405 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
9,476,405 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,476,405 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%* | |||||
14 | TYPE OF REPORTING PERSON*
IN, HC |
* | Based on 109,480,134 shares of Common Stock of the Issuer outstanding as of October 28, 2022, as reported in the Issuers Form 10-Q filed with the SEC on November 3, 2022. |
SCHEDULE 13D
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D relates is the Common Stock of $0.01 par value (the Common Stock) of Anywhere Real Estate Inc. (the Issuer), a Delaware corporation. The address of the principal executive offices of the Issuer is 175 Park Avenue, Madison, New Jersey 07940. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 2. Identity and Background
(a) This statement is filed by: (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (Angelo Gordon), (ii) AG GP LLC, a Delaware limited liability company (AG GP), (iii) Josh Baumgarten and (iv) Adam Schwartz (collectively with Angelo Gordon, AG GP and Mr. Baumgarten, the Reporting Persons).
Angelo Gordon, in its capacity as manager to certain managed accounts and investment fund vehicles (collectively, the Accounts), has sole power to vote all shares of Common Stock held in the Accounts and to dispose of all shares of Common Stock held in the Accounts. Mr. Baumgarten and Mr. Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon and Mr. Baumgarten and Mr. Schwartz are the co-chief executive officers of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz and AG GP may be deemed to control Angelo Gordon.
(b) The business address of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167.
(c) The principal business of Angelo Gordon is the management of the assets and activities of the Accounts. The principal business of AG GP is acting as the general partner of Angelo Gordon. The principal business of Mr. Baumgarten and Mr. Schwartz is acting as the co-managing members of AG GP and the co-chief executive officers of Angelo Gordon.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been 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) Angelo Gordon is a Delaware limited partnership. AG GP is a Delaware limited liability company. Mr. Baumgarten is a United States citizen. Mr. Schwartz is a United States citizen.
Item 3. Source and Amount of Funds
The Reporting Persons purchased 9,476,405 shares of Common Stock on behalf of the Accounts in open market transactions through a broker using the working capital of the Accounts. The aggregate purchase price of such shares of Common Stock purchased in the open market and directly held by the Accounts was approximately $117,490,174.
Item 4. Purpose of Transaction
The Reporting Persons intend to communicate with the Issuers management and Board of Directors (the Board), as well as existing or potential holders of equity or debt securities or other indebtedness of the Issuer, investment and financing professionals, sources of credit, potential transaction counterparties, existing or potential strategic partners or competitors, industry analysts and other third parties regarding (a) potential transactions involving the Issuers equity or debt securities or other indebtedness that could enhance the Issuers liquidity, enable the Issuer to capture discount on its outstanding indebtedness or otherwise modify the Issuers capital structure, as well as related financial and other matters and (b) potential strategic transactions involving the Issuer (including potential acquisition or divestiture options). Such potential transactions could involve third parties and could include, but are not limited to, the Issuer incurring additional debt, exchanges of equity or debt securities or other indebtedness of the Issuer for other securities or indebtedness of the Issuer, amendments to agreements governing the Issuers indebtedness, consent solicitations involving the Issuers debt securities or other indebtedness, acquisitions or sales of businesses or assets (whether by sale, lease, license, joint venture or otherwise) and provision of additional financing to the Issuer, either on a standalone basis or in connection with any of the transactions described in this Item 4. The Reporting Persons or their affiliates may participate in any such transactions or any other transactions that may be undertaken by the Issuer.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future formulate plans or proposals depending on various factors, including, without limitation, the outcome of the discussions and transactions referenced in this Schedule 13D, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Issuers securities or other indebtedness, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions. The Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. These actions may include, but are not limited to: (i) acquiring additional shares of Common Stock or other equity or debt securities or other indebtedness of the Issuer, or entering into derivative or other transactions that are based upon or relate to the value of securities of the Issuer (collectively, Interests) in the open market or otherwise; (ii) disposing of any or all of their Interests in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Interests; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons undertake no obligation to make additional disclosures except to the extent required by law.
Item 5. Interest in Securities of the Issuer
(a) - (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 109,480,134 shares of Common Stock outstanding as of October 28, 2022, as reported in the Issuers Form 10-Q filed with the SEC on November 3, 2022.
Angelo Gordon, in its capacity as manager of the Accounts, has sole power to vote 9,476,405 shares of Common Stock and the power to dispose of 9,476,405 shares of Common Stock held in the Accounts. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote 9,476,405 shares of Common Stock and the power to dispose of 9,476,405 shares of Common Stock held in the Accounts. As the co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 9,476,405 shares of Common Stock and the shared power to dispose of 9,476,405 shares of Common Stock held in the Accounts. As the co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 9,476,405 shares of Common Stock and the shared power to dispose of 9,476,405 shares of Common Stock held in the Accounts.
(c) Transactions in the shares of Common Stock by the Reporting Persons during the last sixty days are listed in Annex A attached hereto, which is incorporated herein by reference.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1. Joint Filing Agreement by and Among the Reporting Persons, dated November 23, 2022 |
Exhibit 99.2. Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021 |
Exhibit 99.3. Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 23, 2022
ANGELO, GORDON & CO., L.P. | ||
By: | AG GP LLC | |
Its General Partner | ||
By: | Josh Baumgarten | |
Its Co-Managing Member | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
AG GP LLC | ||
By: | Josh Baumgarten | |
Its Co-Managing Member | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
JOSH BAUMGARTEN | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
ADAM SCHWARTZ | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of $0.01 par value of Anywhere Real Estate Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each 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 herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 23, 2022.
ANGELO, GORDON & CO., L.P. | ||
By: | AG GP LLC | |
Its General Partner | ||
By: | Josh Baumgarten | |
Its Co-Managing Member | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
AG GP LLC | ||
By: | Josh Baumgarten | |
Its Co-Managing Member | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
JOSH BAUMGARTEN | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
ADAM SCHWARTZ | ||
By: | /s/ Christopher D. Moore | |
Christopher D. Moore Attorney-in-Fact |
EXHIBIT 99.2
POWER OF ATTORNEY
I, JOSH BAUMGARTEN, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an Attorney-in-Fact and, collectively, the Attorneys-in-Fact), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:
1) | execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the Company), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933, as amended (the Securities Act) or the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act; |
2) | do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and |
3) | take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me 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 his or her sole discretion. |
I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.
This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.
I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the Cautionary Language), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the principal, you give the person whom you choose (your agent) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. Important Information for the Agent at the end of this document describes your agents responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.
Your agent cannot make health care decisions for you. You may execute a Health Care Proxy to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principals best interest;
(2) avoid conflicts that would impair your ability to act in the principals best interest;
(3) keep the principals property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principals name and signing your own name as agent in either of the following manner: (Principals Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principals Name).
You may not use the principals assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principals best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principals guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New Yorks General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.
Signature: | /s/ Josh Baumgarten | |
Name: Josh Baumgarten |
ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on January 28, 2021.
By: | /s/ Christopher D. Moore | |
Name: Christopher D. Moore | ||
Title: Attorney-in-Fact | ||
By: | /s/ Frank E. Stadelmaier | |
Name: Frank E. Stadelmaier | ||
Title: Attorney-in-Fact |
EXHIBIT 99.3
POWER OF ATTORNEY
I, ADAM SCHWARTZ, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an Attorney-in-Fact and, collectively, the Attorneys-in-Fact), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:
1) | execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the Company), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933, as amended (the Securities Act) or the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act; |
2) | do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and |
3) | take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me 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 his or her sole discretion. |
I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.
This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.
I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the Cautionary Language), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the principal, you give the person whom you choose (your agent) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. Important Information for the Agent at the end of this document describes your agents responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.
Your agent cannot make health care decisions for you. You may execute a Health Care Proxy to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principals best interest;
(2) avoid conflicts that would impair your ability to act in the principals best interest;
(3) keep the principals property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principals name and signing your own name as agent in either of the following manner: (Principals Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principals Name).
You may not use the principals assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principals best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principals guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New Yorks General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.
Signature: | /s/ Adam Schwartz | |
Name: Adam Schwartz |
ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on January 28, 2021.
By: | /s/ Christopher D. Moore | |
Name: Christopher D. Moore | ||
Title: Attorney-in-Fact | ||
By: | /s/ Frank E. Stadelmaier | |
Name: Frank E. Stadelmaier | ||
Title: Attorney-in-Fact |
Annex A
The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected over the past sixty days, inclusive of any transactions effected through 9:00 a.m., New York City time, on November 23, 2022. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.
Trade Date | Amount Purchased/(Sold) |
Price | ||||||
09/23/2022 | 75,000 | 8.23 | (1) | |||||
09/26/2022 | 100,000 | 8.36 | (2) | |||||
09/27/2022 | 150,000 | 8.37 | (3) | |||||
09/28/2022 | 3,926 | 8.45 | (4) | |||||
09/29/2022 | 146,074 | 8.13 | (5) | |||||
10/03/2022 | 125,000 | 8.26 | (6) | |||||
10/05/2022 | 50,000 | 8.39 | (7) | |||||
10/24/2022 | 50,000 | 7.09 | (8) | |||||
11/22/2022 | 189,212 | 6.35 | (9) |
(1) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.10 to $8.365, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5), (6), (7), (8) and (9). |
(2) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.23 to $8.50, inclusive. |
(3) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.305 to $8.50, inclusive. |
(4) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.40 to $8.50, inclusive. |
(5) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.98 to $8.37, inclusive. |
(6) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.175 to $8.33, inclusive. |
(7) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.36 to $8.40, inclusive. |
(8) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.96 to $7.15, inclusive. |
(9) | The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.255 to $6.35, inclusive. |