No Shareholder Action Required at this Time
RICHMOND, Va., October 12, 2023–(BUSINESS WIRE)–LL Flooring Holdings, Inc. (“LL Flooring” or “Company”) (NYSE: LL) today confirmed that it has received an unsolicited, non-binding proposal from Live Ventures Incorporated (“Live Ventures”) to acquire all of the outstanding shares of the Company for $5.85 per share in cash.
As previously announced, LL Flooring’s Board of Directors has initiated an exploration of strategic alternatives in response to receipt of multiple inbound expressions of interest regarding a potential transaction with the Company. As part of this process, the Board will consider a wide range of options for the Company including, among other things, a potential sale, merger or other strategic transaction. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the LL Flooring Board of Directors will carefully review and consider the proposal from Live Ventures in the context of LL Flooring’s strategic alternatives process to determine the course of action that it believes is in the best interests of the Company and all of its shareholders, which will include inviting Live Ventures to participate in the ongoing strategic review process on similar terms as others.
While the strategic alternatives process is ongoing, the Company is continuing to execute on its five core growth strategies. LL Flooring believes that it is well positioned to take advantage of the medium- to long-term tailwinds for repair and remodel spending and believes that the Company’s unique positioning differentiates it from others in the market. The Board and management team are confident in the Company’s ability to deliver high-touch service combined with the value and convenience of the national brand, providing a long-term sustainable competitive advantage. LL Flooring’s Board and management team believe that with a strong balance sheet and liquidity, the Company is well-positioned for the future.
LL Flooring shareholders do not need to take any action at this time. LL Flooring does not intend to comment further on Live Venture’s unsolicited proposal until the Board has completed its review.
There can be no assurance that the Company’s strategic alternatives process will result in LL Flooring pursuing any particular transaction or other strategic outcome. The Company has not set a timetable for completion of this process, and it does not intend to disclose further developments unless and until it determines that further disclosure is appropriate or necessary.
J.P. Morgan Securities LLC is serving as financial advisor to LL Flooring, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor.
About LL Flooring
LL Flooring is one of the country’s leading specialty retailers of hard-surface flooring with more than 440 stores nationwide. The Company seeks to offer the best customer experience online and in stores, with more than 500 varieties of hard-surface floors featuring a range of quality styles and on-trend designs. LL Flooring’s online tools also help empower customers to find the right solution for the space they’ve envisioned. LL Flooring’s extensive selection includes waterproof hybrid resilient, waterproof vinyl plank, solid and engineered hardwood, laminate, bamboo, porcelain tile, and cork, with a wide range of flooring enhancements and accessories to complement. LL Flooring stores are staffed with flooring experts who provide advice, Pro partnership services and installation options for all of LL Flooring’s products, the majority of which is in stock and ready for delivery.
Learn More about LL Flooring
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes statements of the Company’s expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,” “projects,” “potential” and other similar terms and phrases, are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management as of the date of such statements. These statements are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control.
The Company specifically disclaims any obligation to update these statements, which speak only as of the dates on which such statements are made, except as may be required under the federal securities laws. For a discussion of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see the “Risk Factors” section of the Company’s annual report on Form 10-K for the year ended December 31, 2022, and the Company’s other filings with the Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.sec.gov and the Company’s Investor Relations website at https://investors.llflooring.com.
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Contacts
LL Flooring Investor Relations
ICR
Bruce Williams
[email protected]
804-420-9801
For media inquiries:
Leigh Parrish / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
