3K Limited Partnership completed the acquisition of 12.32% stake in Calloway's Nursery Inc. for $2.6 million.
February 17, 2016
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3K Limited Partnership made an offer to acquire 17.9% stake in Calloway's Nursery Inc. (OTCPK:CLWY) for $3.8 million on January 20, 2016. The shares will be purchased at $2.52 per share. Pursuant to a recapitalization agreement, the tender offer is being made for 4 million shares of Calloway's, of which the first 2 million shares tendered will be purchased by Calloway's, the next 1 million shares tendered will be purchased by 3K Limited and the shares tendered in excess of 3 million will be purchased by both 3K Limited and Calloway's on a 50:50 basis. If more than 4 million shares are tendered in the offer, Calloway's and 3K Limited will purchase 4 million shares from all shareholders who validly tendered their shares in the offer on a pro rata basis. The offer will expire on February 18, 2016. The information agent for the Offer is Georgeson, Inc and depositary bank for the Offer is Computershare Trust Company, N.A.
3K Limited Partnership completed the acquisition of 12.32% stake in Calloway's Nursery Inc. (OTCPK:CLWY) for $2.6 million on February 18, 2016. Under the terms, 1.032 million shares were tendered for $2.52 per share. James C. Estill resigned as the Chief Executive Officer and Chairman of the Board of Directors of Calloway's at the closing of the Recapitalization, and Marce Ward, the President and Chief Operating Officer of Calloway's prior to the Recapitalization, was appointed as President and Chief Executive Officer. Furthermore, pursuant to the Recapitalization Agreement, five members of the Calloway's Board of Directors, consisting of James C. Estill, Dan Feehan, Alan Howe, Daniel Reynolds and David Straus, resigned from the board. The post recapitalization Board of Directors consists of continuing Directors Peter Kamin, David Alexander and Mr. Ward, as well as two designees appointed by 3K, David Schneider and Terry Shaver.
Calloway's Nursery, Inc. is a garden center. The Company is engaged in the sales of living plants and related products, pottery, home decor and seasonal merchandise to individual consumers in its physical garden center retail stores. It offers landscape design services to individual consumers, landscape installation services to individual consumers and precision maintenance services to individual consumers. It operates over 27 retail garden centers in the two metropolitan areas in Texas: Dallas-Fort Worth (as Calloway's Nursery) and Houston (as Cornelius Nursery). Its products include birding, Cornelius home decor, fertilizers, garden tools, gift cards, insect and pest control, lawn decor, mosquito control solutions, pottery, soils and mulches and weed control and fungicide. Its plants and flowers include annuals, bulbs, dwarfs, edibles, ferns, grasses and others. Its subsidiary is Cornelius Nurseries, Inc., which owns the Cornelius Nursery retail store property in the Houston market.