Amendment No. 2 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Huttig Building Products, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

448451104

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 14, 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 sent.

 

 

 

*

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. 448451104    13D    Page 2 of 6 Pages

 

  1.    

  Names of Reporting Persons.

 

  Mill Road Capital II, L.P.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  WC

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

  2,187,942

  8.     

  Shared Voting Power

 

  9.     

  Sole Dispositive Power

 

  2,187,942

  10.     

  Shared Dispositive Power

 

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,187,942

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  8.1%

14.    

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. 448451104    13D    Page 3 of 6 Pages

 

  1.    

  Names of Reporting Persons.

 

  Mill Road Capital II GP LLC

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  AF

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

  2,187,942

  8.     

  Shared Voting Power

 

  9.     

  Sole Dispositive Power

 

  2,187,942

  10.     

  Shared Dispositive Power

 

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,187,942

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  8.1%

14.    

  Type of Reporting Person (See Instructions)

 

  OO


CUSIP No. 448451104   13D    Page 4 of 6 Pages

 

  1.    

  Names of Reporting Persons.

 

  Thomas E. Lynch

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  AF

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  USA

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  8.     

  Shared Voting Power

 

  2,187,942

  9.     

  Sole Dispositive Power

 

  10.     

  Shared Dispositive Power

 

  2,187,942

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,187,942

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  8.1%

14.    

  Type of Reporting Person (See Instructions)

 

  IN


CUSIP No. 448451104    Page 5 of 6 Pages

 

This Amendment No. 2 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Huttig Building Products, Inc., a Delaware corporation (the “Issuer”), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the “Fund”), Mill Road Capital II GP LLC, a Delaware limited liability company (the “GP”), and Thomas E. Lynch (collectively, the “Reporting Persons”) on March 18, 2019, as amended by Amendment No. 1 to Schedule 13D with respect to the Common Stock filed by the Reporting Persons on August 6, 2020 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the second and third paragraphs:

On October 14, 2020, the Management Company sent the letter attached hereto as Exhibit 6, which is incorporated herein by reference, to the chairman of the Issuer’s board of directors proposing to acquire all outstanding shares of the Issuer at a price of $4.00 per share.

2. Item 7 of the Schedule 13D shall hereby be amended by adding the following Exhibit:

 

  Exhibit 6

Letter from Mill Road Capital Management LLC to the Chairman of the Board of Directors of Huttig Building Products, Inc. dated October 14, 2020.

3. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature pages follow]


CUSIP No. 448451104    Page 6 of 6 Pages

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE:   October 14, 2020
MILL ROAD CAPITAL II, L.P.
By:   Mill Road Capital II GP LLC,
  its General Partner
By:  

/s/ Justin C. Jacobs

  Justin C. Jacobs
  Management Committee Director
MILL ROAD CAPITAL II GP LLC
By:  

/s/ Justin C. Jacobs

  Justin C. Jacobs
  Management Committee Director
THOMAS E. LYNCH

/s/ Justin C. Jacobs

Justin C. Jacobs, attorney-in-fact
Exhibit 6

Exhibit 6

 

LOGO

October 14th, 2020

Delbert Tanner

Chairman of the Board of Directors

Huttig Building Products, Inc.

555 Maryville University Drive, Suite 400

St. Louis, MO 63141

Re: Acquisition Proposal for Huttig Building Products, Inc.

Dear Mr. Tanner:

Mill Road Capital Management LLC and its affiliated funds (“Mill Road”) are pleased to present this proposal for the acquisition of Huttig Building Products, Inc. (“Huttig” or the “Company”). As you know, Mill Road is one of the largest shareholders of Huttig with ownership of 8.1% of the Company’s outstanding shares. We hope that the Board of Directors finds this improved proposal compelling for the Company’s shareholders.

Purchase Price

Based on our review of publicly available information to date, Mill Road proposes to acquire 100% of the outstanding shares of the Company not already owned by Mill Road for $4.00 per share which represents a premium of 142% over the Company’s closing share price on August 6th, the date we submitted our prior proposal. The purchase price would be payable in cash.

Due Diligence and Timing

Given our familiarity with the Company and significant experience executing going-private transactions, we believe we can complete customary business, accounting, and legal due diligence and negotiate definitive documentation within 45 days.

Conditions

Our proposal is contingent on 1) receiving a 45 day period of exclusivity, 2) confirming that the Company’s current COVID-impacted annualized earnings power is at least as high as its earnings power immediately prior to the onset of the COVID-19 pandemic, and 3) completing our customary due diligence.

Financing

Mill Road anticipates the proposed transaction will be funded through a combination of third party debt and equity capital provided by Mill Road. We have ample equity capital to complete the transaction and are highly confident in our ability to raise an appropriate amount of debt financing.

382 Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500


Obligations and Approvals

This proposal is not legally binding. Binding legal obligations of Mill Road and the Company will be created only through execution and delivery of definitive agreements. Mill Road does not require any outside approvals to complete a transaction (other than such approvals and/or expirations of waiting periods as may be required under applicable antitrust or other laws).

Overview of Mill Road

Mill Road is a private investment firm which has raised approximately $900 million in aggregate committed equity capital. Our limited partners include a prominent and highly respected group of state pension funds, foundations, endowments and insurance companies. Our team is comprised of a core group of former Blackstone professionals who have successfully completed several dozen control transactions with a cumulative transaction value of several billion dollars.

If you have any questions, please feel free to contact me directly at (203) 987-3505. I look forward to discussing at your earliest convenience.

 

Sincerely,
Mill Road Capital Management LLC
By:  

/s/ Justin C. Jacobs

  Justin C. Jacobs
  Management Committee Director

 

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