Irenic Encourages Barnes Group to Move with Greater Urgency to Collaborate on Necessary Board Improvements

Rhea-AI Summary

Irenic Capital Management LP, a major shareholder of Barnes Group Inc. (NYSE: B), expresses concern over the underwhelming fourth quarter and full-year 2023 results, emphasizing the necessity for a revamped Board with fresh perspectives and industry expertise.

Market Research Analyst

The performance of Barnes Group Inc. in the fourth quarter and full year of 2023 appears to be a focal point for Irenic Capital Management, a significant shareholder. The call for a revamped board suggests that Irenic perceives current leadership as unable to effectively navigate the company through the prevailing market conditions or capitalize on potential growth opportunities. This perspective is critical for stakeholders as board composition can significantly influence strategic direction, risk management and investor confidence.

An independent and diverse board with industry-specific experience might provide innovative strategies and a fresh approach to capital allocation, potentially leading to improved performance metrics and market positioning. Stakeholders should consider the long-term implications of board changes, such as the possibility of a strategic pivot, enhanced governance and the potential for unlocking shareholder value.

Financial Analyst

The mention of 'underwhelming results' by a major shareholder underscores a potential concern for the company's financial health and future performance. Such statements can impact investor sentiment and stock prices. Financial metrics from the fourth quarter and full year are crucial indicators of a company's operational efficiency and profitability. A detailed analysis of the company's financial statements would be necessary to understand the specific areas where performance did not meet expectations.

Additionally, the emphasis on the need for directors with 'capital allocation expertise' hints at possible inefficiencies in the company's investment decisions or cash flow management. Effective capital allocation is vital for maximizing returns and shareholder value. Investors might anticipate changes in the company's investment strategies, cost management and dividend policies in response to new board dynamics.

Corporate Governance Expert

The push for boardroom changes by a top shareholder can be a significant event, signaling underlying governance issues that may affect the company's oversight and strategic planning. The addition of independent directors is often seen as a move towards enhancing transparency and reducing potential conflicts of interest. A board with diverse backgrounds can offer a broader range of perspectives, potentially leading to more robust decision-making processes.

For shareholders and potential investors, the evolution of the board's composition could indicate a shift towards a governance structure that is more aligned with shareholder interests. It is important to monitor how these proposed changes might affect the company's governance policies, risk oversight and adherence to regulatory requirements. The long-term success of such governance reforms is contingent upon the selection of directors who not only bring fresh perspectives but also align with the company's core values and objectives.

 Believes the Company’s Underwhelming Fourth Quarter and Full Year 2023 Results Reinforce the Need for New Backgrounds and Fresh Perspectives in the Boardroom

NEW YORK--(BUSINESS WIRE)-- Irenic Capital Management LP (together with its affiliates, “Irenic” or “we”), a top shareholder of Barnes Group Inc. (NYSE: B) (“Barnes” or the “Company”) and the beneficial owner of approximately 5.1% of the Company’s outstanding common stock, today issued the following statement from Co-Founder and Chief Investment Officer Adam Katz:

“We are committed to working constructively and in good faith to help Barnes realize its potential. Today's underwhelming results for the fourth quarter and full-year 2023 reinforce the need for a more engaged, independent and well-rounded Board at Barnes. We encourage the Company to move with greater urgency to work with us on the addition of independent directors with relevant industry and capital allocation expertise. It is time to do the right thing for Barnes’ shareholders.”

About Irenic

Irenic Capital Management LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit www.irenicmgmt.com.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Irenic Capital Management LP (“Irenic Capital”), together with the other participants named herein (collectively, “Irenic”), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2024 annual meeting of stockholders of Barnes Group Inc., a Delaware corporation (the “Company”).

IRENIC STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTPS://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Irenic Capital, Irenic Capital Evergreen Master Fund LP (“Irenic Evergreen”), Irenic Capital Opportunity Master Fund LP (“Irenic Opportunity”), Irenic Schooner LLC (“Irenic Schooner”), Irenic Capital Evergreen Fund GP LLC (“Irenic Evergreen GP”), Irenic Capital Opportunity Fund GP LLC (“Irenic Opportunity GP”), Irenic Capital Management GP LLC (“Irenic Capital GP”), Andrew Dodge, Adam J. Katz and Larry A. Lawson.

As of the date hereof, Irenic Evergreen directly owns 1,200,133 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. As of the date hereof, Irenic Opportunity directly owns 489,464 shares of Common Stock. As of the date hereof, Irenic Schooner directly owns 882,445 shares of Common Stock. As of the date hereof, Irenic Capital directly owns 100 shares of Common Stock and as the investment manager of each of Irenic Evergreen, Irenic Opportunity and Irenic Schooner, Irenic Capital may be deemed to beneficially own the 2,572,042 shares of Common Stock owned in the aggregate by Irenic Evergreen, Irenic Opportunity and Irenic Schooner. Irenic Evergreen GP, as the general partner of Irenic Evergreen and Managing Member of Irenic Schooner, may be deemed to beneficially own the 2,082,578 shares of Common Stock owned in the aggregate by Irenic Evergreen and Irenic Schooner. Irenic Opportunity GP, as the general partner of Irenic Opportunity, may be deemed to beneficially own the 489,464 shares of Common Stock owned by Irenic Opportunity. Irenic Capital GP, as the general partner of Irenic Capital, may be deemed to beneficially own the 2,572,142 shares of Common Stock owned in the aggregate by Irenic Capital, Irenic Evergreen, Irenic Opportunity and Irenic Schooner. Mr. Dodge, as a Managing Member of each of Irenic Evergreen GP, Irenic Opportunity GP and Irenic Capital GP, may be deemed to beneficially own the 2,572,142 shares of Common Stock owned in the aggregate by Irenic Capital, Irenic Evergreen, Irenic Opportunity and Irenic Schooner. Mr. Katz, as the Chief Investment Officer of Irenic Capital and a Managing Member of each of Irenic Evergreen GP, Irenic Opportunity GP and Irenic Capital GP, may be deemed to beneficially own the 2,572,142 shares of Common Stock owned in the aggregate by Irenic Capital, Irenic Evergreen, Irenic Opportunity and Irenic Schooner. As of the date hereof, Mr. Lawson does not own any shares of Common Stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240216583126/en/

Irenic Capital Management

contact@irenicmgmt.com

Longacre Square Partners

Greg Marose / Dan Zacchei, 646-386-0091

irenic@longacresquare.com

Source: Irenic Capital Management LP

FAQ

What is the name of the major shareholder expressing concern over Barnes Group Inc.'s performance?

Irenic Capital Management LP

What percentage of Barnes Group Inc.'s outstanding common stock does Irenic Capital Management LP own?

Approximately 5.1%

What is the ticker symbol for Barnes Group Inc.?

B

Who issued the statement regarding Barnes Group Inc.'s underwhelming results?

Co-Founder and Chief Investment Officer Adam Katz

What action does Irenic Capital Management LP suggest Barnes Group Inc. should take?

Add independent directors with relevant industry and capital allocation expertise