Turning Point Brands, Inc 8-K, filed Jul 16, 2020
Turning Point Brands, Inc. (TPB)
8-K
2020-07-16
For: 2020-07-16
View Original
Added on
April 08, 2026
About this 8-K
Turning Point Brands, Inc filed this 8-K on July 16, 2020.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.01: Change in control
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2020
TURNING POINT BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37763
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20-0709285
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5201 Interchange Way
Louisville, KY
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40229
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (502) 778-4421
(Former name or former address if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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TPB
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New York Stock Exchange
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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On July 16, 2020, Turning Point Brands, Inc. (“TPB”) completed its previously announced merger (the “Merger”) with Standard Diversified Inc. (“SDI”) in accordance with the terms of the Agreement and Plan of Merger and
Reorganization, dated as of April 7, 2020 (the “Merger Agreement”) by and among TPB, SDI, and Standard Merger Sub, LLC, a wholly owned subsidiary of TPB (“Merger Sub”). Pursuant to the terms described in the Merger Agreement, SDI merged with and into
Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of TPB.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of SDI’s Class A Common Stock and SDI’s Class B Common Stock (collectively, the “SDI Common Stock”) issued
and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was converted into the right to receive 0.52095 shares of TPB’s Voting Common Stock (“TPB Common Stock”). As a result of the Merger, the SDI Common Stock,
which traded under the symbol, “SDI”, has ceased trading on, and is being delisted from, the NYSE American.
Immediately after the Merger, there were approximately 19,221,796 shares of TPB Common Stock outstanding. Immediately after the Merger, (i) SDI’s stockholders as of immediately prior to the Effective Time owned
approximately 41.27% of the outstanding TPB Common Stock and approximately 41.27% of the voting power of TPB and (ii) Standard General L.P. (“SG”) (including affiliated individuals and entities), the largest stockholder of SDI prior to the Merger,
beneficially owned approximately 33.52% of the outstanding TPB Common Stock and approximately 33.52% of the voting power of TPB. David Glazek is the Chairman of the Board of Directors of TPB and a Partner of SG, and was a member of the Board of
Directors of SDI prior to the Merger. Arnold Zimmerman is a member of the Board of Directors of TPB and was a member of the Board of Directors and a stockholder of SDI prior to the Merger. Gregory H.A. Baxter is a member of the Board of Directors of
TPB and was the Executive Chairman, the Interim Chief Executive Officer and a stockholder of SDI prior to the Merger.
In connection with the completion of the Merger, SG agreed to indemnify TPB with respect to certain claims relating to Maidstone Insurance Company, an entity that was previously owned by SDI and subsequently disposed
of to the New York State Department of Financial Services.
The shares of TPB Common Stock issuable to the former stockholders of SDI were registered with the SEC on a Registration Statement on Form S-4 (File No. 333-238313), as amended.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement that was filed as Exhibit 2.1 to TPB’s Current
Report on Form 8-K filed with the SEC on April 8, 2020, and incorporated herein by reference.
| Item 5.01 |
Changes in Control of Registrant.
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The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 8.01 |
Other Events.
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On July 16, 2020, TPB and SDI issued a joint press release announcing the closing of the Merger. The joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description of Exhibit
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Joint Press Release, dated July 16, 2020 (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TURNING POINT BRANDS, INC.
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Date: July 16, 2020
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By:
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/s/ James Dobbins
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Name: James Dobbins
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Title: Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
TURNING POINT BRANDS COMPLETES MERGER WITH STANDARD DIVERSIFIED
NEW YORK, NY, July 16, 2020 – Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, and Standard Diversified Inc.
(“SDI”) (NYSE: SDI) announced today that the merger of SDI with and into Standard Merger Sub, LLC, a wholly-owned subsidiary of TPB, closed on July 16, 2020 (the “Merger”).
Pursuant to the Merger, each share of SDI’s Class A Common Stock and SDI’s Class B Common Stock (collectively, the “SDI Common Stock”) issued and outstanding immediately prior to the effective
time of the Merger was converted into the right to receive 0.52095 shares of TPB’s Voting Common Stock.
As a result of the Merger, the SDI Common Stock has ceased trading on, and is being delisted from, the NYSE American.
“The transaction significantly improves the public float of our shares outstanding and eliminates the overhang of a controlling holding company structure,” said Bobby Lavan, TPB Chief Financial
Officer. “We are excited to welcome all of the new shareholders and thank our existing shareholders that participated in the related secondary offering.”
About Turning Point Brands, Inc.
Louisville, Kentucky-based Turning Point Brands, Inc. (NYSE: TPB) is a leading U.S. provider of Other Tobacco Products and adult consumer alternatives. TPB, through its focus brands generates
solid cash flow which it uses to finance acquisitions, increase brand support and strengthen its capital structure. TPB does not sell cigarettes. More information about the company is available at its corporate website, www.turningpointbrands.com.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use
of words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed
in or suggested by the forward-looking statements. Any forward-looking statement made in this press release speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for TPB to predict these
events or how they may affect TPB. TPB has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but
are not limited to:
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declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall;
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TPB’s dependence on a small number of third-party suppliers and producers;
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the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or product disruption;
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TPB’s business may be damaged by events outside of TPB’s suppliers’ control, such as the impact of epidemics (e.g., COVID-19), political upheavals, or natural disasters;
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the possibility that TPB’s licenses to use certain brands or trademarks will be terminated, challenged or restricted;
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failure to maintain consumer brand recognition and loyalty of TPB’s customers;
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substantial and increasing U.S. regulation;
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regulation of TPB’s products by the FDA, which has broad regulatory powers;
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TPB’s products are subject to developing and unpredictable regulation, for example, current court action moving forward certain substantial Pre Market Tobacco Application obligations;
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some of TPB’s products contain nicotine which is considered to be a highly addictive substance;
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uncertainty related to the regulation and taxation of TPB’s NewGen products;
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possible significant increases in federal, state and local municipal tobacco- and vapor-related taxes;
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possible increasing international control and regulation;
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TPB’s reliance on relationships with several large retailers and national chains for distribution of TPB’s products;
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the terms of TPB’s credit facilities, which may restrict TPB’s current and future operations;
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intense competition and TPB’s ability to compete effectively;
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uncertainty and continued evolution of markets containing TPB’s NewGen products;
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significant product liability litigation;
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the scientific community’s lack of information regarding the long-term health effects of certain substances contained in some of our products;
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requirement to maintain compliance with the master settlement agreement escrow account;
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competition from illicit sources;
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TPB’s reliance on information technology;
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security and privacy breaches;
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contamination of TPB’s tobacco supply or products;
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infringement on TPB’s intellectual property;
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third-party claims that we infringe on their intellectual property;
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failure to manage TPB’s growth;
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failure to successfully integrate TPB’s acquisitions or otherwise be unable to benefit from pursuing acquisitions;
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fluctuations in TPB’s results;
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exchange rate fluctuations;
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adverse U.S. and global economic conditions;
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sensitivity of end-customers to increased sales taxes and economic conditions;
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failure to comply with certain regulations;
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departure of key management personnel or TPB’s inability to attract and retain talent;
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imposition of significant tariffs on imports into the U.S.;
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reduced disclosure requirements applicable to emerging growth companies may make TPB’s common stock less attractive to investors, potentially decreasing TPB’s stock price;
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failure to maintain TPB’s status as an emerging growth company before the five-year maximum time period a company may retain such status;
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TPB’s principal stockholders will be able to exert significant influence over matters submitted to TPB’s stockholders and may take certain actions to prevent takeovers;
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TPB’s certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of
TPB’s common stock;
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TPB’s certificate of incorporation limits the ownership of TPB’s common stock by individuals and entities that are restricted investors, which primarily are competing entities. These restrictions may affect the
liquidity of TPB’s common stock and may result in restricted investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;
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future sales of TPB’s common stock in the public market could reduce TPB’s stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in
us;
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we may issue preferred stock whose terms could adversely affect the voting power or value of TPB’s common stock; and
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any failure to realize the full benefits of the Merger.
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Contact Information
For Turning Point Brands, Inc.: Robert Lavan, Senior Vice President, CFO / ir@tpbi.com / (502) 774-9238