KVH Industries Announces Support Agreement with Black Diamond Capital Management
04 February 2023 - 8:47AM
KVH Industries, Inc., (Nasdaq: KVHI) (“KVH” or the “Company”),
today announced that it has entered into a support agreement (the
“Agreement”) with Black Diamond Capital Management, L.L.C. and
certain of its affiliates (collectively, “Black Diamond”).
Pursuant to the Agreement, the Company has
committed to nominate and support Black Diamond Managing Principal
Stephen H. Deckoff as an independent Class III director at the
Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual
Meeting”), subject to certain conditions. Mr. Deckoff will begin
serving as a non-voting observer of the Company’s Board of
Directors (the “Board”). Additionally, the Company has granted
Black Diamond a waiver under the Company’s stockholder rights plan
allowing Black Diamond to acquire up to 25% of the Company’s
outstanding common stock.
“We welcome Stephen to the Board and are pleased
to have reached this agreement with one of our largest
shareholders,” said Brent C. Bruun, KVH’s President & Chief
Executive Officer. “We remain fully focused on executing against
our plan and prudently operating our business as we continue to
work with our advisors to review all strategic alternatives.”
“As a large shareholder, I look forward to
joining the Board and contributing to the future success of this
strong business,” said Mr. Deckoff. “I believe in the opportunity
to create value at KVH and look forward to working with my fellow
directors on behalf of all shareholders.”
The Company will accept the resignation of one
of its incumbent directors, which resignation will become effective
at the 2023 Annual Meeting. Following the election of Mr. Deckoff
at the 2023 Annual Meeting, the KVH Board will continue to have
seven directors.
The Agreement, which includes a voting
commitment and customary standstill and related provisions, will be
filed by KVH on a Form 8-K with the Securities and Exchange
Commission (“SEC”). The descriptions of the Agreement contained in
this press release do not purport to be complete and are qualified
in their entirety by reference to the full text of the
Agreement.
Goodwin Procter LLP served as legal counsel to KVH and
Kleinberg, Kaplan, Wolff & Cohen, P.C. served as legal counsel
to Black Diamond with respect to the Agreement.
About Stephen H. Deckoff
Stephen H. Deckoff, 57 – Mr. Deckoff is the Managing Principal
of Black Diamond Capital Management, L.L.C. and is responsible for
all portfolio management and business operations. Mr. Deckoff has
held or currently holds board seats on a number of Black Diamond
portfolio companies, including Consumer Portfolio Services, Inc.,
ION Media, Werner Ladder, White Birch, Bayou Steel, SmarteCarte,
Sun World and PTC Alliance, among others. Prior to the founding of
Black Diamond in 1995, Mr. Deckoff worked at Kidder, Peabody &
Co., Bear Stearns, Chemical Securities and Drexel Burnham Lambert.
Mr. Deckoff has a B.S. in Operations Research from the Engineering
School at Cornell University.
About KVH Industries, Inc.
KVH Industries, Inc., is a global leader in
mobile connectivity, content, and value-added services with
innovative technology designed to enable a mobile world. KVH
develops, manufactures, and provides maritime communication
hardware and services worldwide. Founded in 1982, the company has
more than a dozen offices around the globe with research,
development, and manufacturing operations based in Middletown,
RI.
Forward-looking Statements
This press release contains forward-looking
statements that involve risks and uncertainties. For example,
forward-looking statements include statements regarding execution
against our strategic plan, prudent operation of our business and
enhancement of long-term value. Actual results could differ
materially from the results projected in or implied by the
forward-looking statements made in this press release. Factors that
might cause these differences include, but are not limited to:
unanticipated technical and other challenges that arise with the
services provided by KVH; unanticipated technical or legal delays
with the services; customer and strategic partner responses;
potential future changes to the pricing or other terms; and
potential unforeseen costs or expenses of providing the products
and services. Certain of these and other risk factors are discussed
in more detail in KVH’s Quarterly Report on Form 10-Q filed with
the SEC on December 6, 2022. Copies are available through KVH’s
Investor Relations department and website, https://ir.kvh.com. KVH
does not assume any obligation to update forward-looking statements
to reflect new information and developments.
KVH is a registered trademark of KVH Industries,
Inc.
Contact: |
|
KVH Industries, Inc.Roger Kuebel401-608-8945rkuebel@kvh.com |
|
Longacre Square PartnersDan Zacchei / Joe
Germanidzacchei@longacresquare.comjgermani@longacresquare.com |
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