Barnwell Industries, Inc. Reaches Cooperation And Support Agreement With Its Largest Stockholders
Barnwell Industries, Inc. (NYSE-American: BRN) (“Barnwell” or the “Company”) announce today that it has entered into a cooperation and support agreement (the “Agreement”) with its two largest stockholders, Alexander C. Kinzler, who beneficially owns approximately 9.3% of the Company’s outstanding common stock, and MRMP-Managers LLC, Ned L. Sherwood Revocable Trust, and Ned L. Sherwood (collectively, the “MRMP Stockholders”), who beneficially own approximately 19.6% of the Company’s outstanding common stock. The Agreement extends for two years the standstill terms of the previous agreement entered into with the MRMP Stockholders in 2021, ending the potential of a proxy contest at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”).
Pursuant to the terms of the Agreement, among other things, the Company has agreed to promptly appoint Joshua S. Horowitz and Laurance Narbut to serve on its Board of Directors (the “Board”), subject to certain customary board procedures. The Board has determined that each of Mr. Horowitz and Narbut are independent under applicable NYSE rules and regulations.
Mr. Horowitz is a Portfolio Manager at Palm Management (US) LLC. He has held senior positions at Inverlochy Capital, an asset management firm, and Berggruen Holdings, the family office of Nicolas Berggruen. He began his career at Crossway Partners, a value strategy investment partnership. Mr. Horowitz holds a BS in Management, magna cum laude, from Binghamton University and also studied at the Bath School of Management in the United Kingdom. Mr. Horowitz previously served as a Director of The Lincoln General Insurance Company (private), as well as 1347 Capital Corp (NASDAQ:TFSC), and is currently a Director and Chair of the Finance Committee of Limbach Holdings (NASDAQ:LMB), a $500m mechanical engineering concern. He was formerly on the Board of 1347 Property Insurance Holdings, Inc. (NASDAQ:PIH) and Minim, Inc. (NASDAQ:MINM), and Interim Chairman of the Board of Birner Dental Management Services, Inc. (OTC:BDMS), where he led the Company’s sale to Mid Atlantic Dental Partners. Mr. Horowitz also was a Board Observer at Biomerica, Inc. (NASDAQ:BMRA).
Mr. Narbut is the founder and Managing Partner of Acceleration Resources. Mr. Narbut has held senior positions at Passport Capital, Richmond Financial, SUN Capital Partners, Credit Suisse First Boston, and Parthenon Group. At Passport Capital, Mr. Narbut was a portfolio manager for the energy strategy, investing across multiple funds and focused on upstream oil & gas and energy service investments. Mr. Narbut attended Harvard Business School and the University of Pennsylvania
Pursuant to the terms of the Agreement, the Company has agreed to nominate Mr. Kinzler, Barnwell’s CEO and President, Kenneth Grossman, Douglas Woodrum, and Messrs. Horowitz and Narbut as candidates for election to the Board at the 2023 Annual Meeting and the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and Mr. Kinzler and the MRMP Stockholders have agreed to vote their respective shares of common stock of the Company in favor of the election of the Company’s slate at the 2023 Annual Meeting and 2024 Annual Meeting.
Pursuant to the terms of the Agreement, the Company also has terminated the previously enacted Tax Benefits Preservation Plan, although the MRMP Stockholders have agreed to limit their beneficial and economic ownership of the Company to 28% of the outstanding common stock of the Company for the next 12 months and 30% for the subsequent 12-month period.
Mr. Grossman, the newly appointed Chairman of the Board, said, “We are gratified to have found common ground and alignment with our two largest stockholders to avoid the distraction and cost of another proxy contest. In addition to demonstrating the commitment of the incoming Board to act in the long-term interests of all stockholders, I believe this extension of the previous cooperation and support agreement continues the significant progress the Company has made over the past several years toward strengthening and streamlining its governance and operations.”
Mr. Sherwood said “I am pleased that agreement has been reached. I am positive that the prospective new Board members along with the remaining members will add new dynamism and excellent leadership in the future. Eliminating the significant distractions and overhead costs related to our past discord should benefit the Company and all stockholders.”