SEC Form SC 13D filed by Barnes Group Inc.

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

Barnes Group Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

067806109

(CUSIP Number)

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15^th Floor

New York, New York 10153

ANDREW FREEDMAN

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)

January 18, 2024

(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).

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of Barnes Group Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 123 Main Street, Bristol, Connecticut 06010.

(a)       This statement is being filed by Irenic Capital Management LP, a Delaware limited partnership (“Irenic Capital” or the “Reporting Person”), the investment manager of Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership (“Irenic Evergreen Master”), Irenic Capital Opportunity Master Fund LP, a Cayman Islands limited partnership (“Irenic Opportunity Master”) and Irenic Schooner LLC, a Delaware limited liability company (“Irenic Schooner” and together with Irenic Evergreen Master and Irenic Opportunity Master, the “Irenic Funds”), with respect to the Shares held by the Irenic Funds. Irenic Capital Management GP LLC, a Delaware limited liability company (“Irenic Capital GP”), is the general partner of Irenic Capital. Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company (“Irenic Evergreen GP”), is the general partner of Irenic Evergreen Master and managing member of Irenic Schooner. Irenic Capital Opportunity Fund GP LLC, a Delaware limited liability company (“Irenic Opportunity GP”), is the general partner of Irenic Opportunity Master. Adam Katz is the Chief Investment Officer of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP. Andrew Dodge is the Director of Research of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP.

(b)       The business address of each of Irenic Evergreen Master, Irenic Opportunity Master, Irenic Schooner, Irenic Capital, Irenic Capital GP, Irenic Evergreen GP, Irenic Opportunity GP and Messrs. Katz and Dodge is 767 Fifth Avenue, 15^th Floor, New York, New York 10153.

(c)       The principal business of Irenic Capital is serving as the investment manager for the Irenic Funds. The principal business of the Irenic Funds is investing in securities. The principal business of Irenic Capital GP is serving as the general partner of Irenic Capital. The principal business of Irenic Evergreen GP is serving as the general partner of Irenic Evergreen Master and managing member of Irenic Schooner. The principal business of Irenic Opportunity GP is serving as the general partner of Irenic Opportunity Master. The principal business of Mr. Katz is serving as the Chief Investment Officer of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP. The principal business of Mr. Dodge is serving as the Director of Research of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP.

(d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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)       Irenic Capital is a Delaware limited partnership. Irenic Evergreen Master and Irenic Opportunity Master are Cayman Islands limited partnerships. Irenic Schooner, Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP are Delaware limited liability companies. Messrs. Katz and Dodge are citizens of the United States of America.

The Shares purchased by the Reporting Person 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 2,572,142 Shares beneficially owned by the Reporting Person is approximately $70,892,799, excluding brokerage commissions.

Irenic Capital believes the securities of the Issuer are undervalued and represent an attractive investment opportunity. Irenic Capital has formally nominated two (2) highly-qualified candidates, Adam Katz and Larry A. Lawson, for election to the Board of Directors (the “Board”) at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). Since November, Irenic Capital has attempted to engage in a constructive and private dialogue with the Board and management in hopes of achieving a cooperative resolution.

Irenic Capital may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, potential changes in the Issuer's operations, management, organizational documents, composition of the Board, ownership, capital or corporate structure, sale transactions, dividend policy, strategy and plans. Irenic Capital intends to communicate with the Issuer's management and Board about, and may enter into negotiations and agreements with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other stockholders or third parties, including potential acquirers, service providers and financing sources regarding the Issuer. Irenic Capital may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Irenic Capital may change its intentions with respect to any and all matters referred to in this Item 4. It may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.

Irenic Capital intends to review its investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to Irenic Capital, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, Irenic Capital may endeavor (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as Irenic Capital may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of the Shares. In addition, Irenic Capital may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

(a)       See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 50,674,896 Shares outstanding as of November 1, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. As of the date hereof, the Reporting Person beneficially owned 2,572,142 Shares, constituting approximately 5.1% of the Shares outstanding.

(b)       See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)       The transactions in the Shares effected by the Reporting Person during the past sixty (60) days, which were all in the open market, are set forth on Schedule A attached hereto.

(d)       No persons other than the Irenic Funds and the Reporting Person have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.

Irenic Capital, Irenic Evergreen Master, Irenic Opportunity Master, Irenic Schooner, Irenic Capital GP, Irenic Evergreen GP, Irenic Opportunity GP, Messrs. Dodge and Katz (collectively, the “Irenic Group”) and Mr. Lawson entered into a Group Agreement (the “Group Agreement”) in connection with the Annual Meeting, pursuant to which, among other things, the parties agreed (a) to solicit proxies or written consents for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by the Irenic Group), and (b) that the Irenic Group would bear all expenses incurred in connection with the group’s activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations. A copy of the Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Reporting Person has signed a letter agreement (the “Indemnification Agreement”) with Mr. Lawson pursuant to which it and its affiliates have agreed to indemnify Mr. Lawson against certain claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against Mr. Lawson in his capacity as a director of the Issuer if so elected. A copy of the Indemnification Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Reporting Person has entered into a compensation letter agreement (the “Compensation Agreement”) with Mr. Lawson pursuant to which the Reporting Person agreed to pay Mr. Lawson (i) $5,000 in cash upon the execution of such Compensation Agreement, and (ii) $45,000 if Mr. Lawson is elected or appointed to the Board resulting from a nomination or appointment approved by the Irenic Group, or a written agreement between the Irenic Group and the Issuer, with such amount deemed payable to Mr. Lawson effective prior to such election or appointment. Pursuant to the Compensation Agreement, Mr. Lawson has also agreed that, if he is elected or appointed to the Board, he will use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer, subject to the Reporting Person’s right to waive such requirement. The Compensation Agreement terminates on the earliest to occur of (i) the Issuer’s appointment or nomination of Mr. Lawson as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of Mr. Lawson’s nomination or appointment as a director of the Issuer, (iii) the Irenic Group’s withdrawal of Mr. Lawson’s nomination for election as a director of the Issuer, and (iv) the date of the Annual Meeting. A copy of the Compensation Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

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: January 29, 2024

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

IRENIC CAPITAL MANAGEMENT LP