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.