Mill Road Capital II, L.P. managed by Mill Road Capital Management LLC made a proposal to acquire remaining 91.9% stake in Huttig Building Products, Inc. (NasdaqCM:HBP) from 22NW Fund, LP managed by 22NW, LP and others for $70.5 million on August 6, 2020. Under the terms of agreement, the purchase price would be payable in cash by Mill Road at $2.75 per share. As of October 14, 2020, the terms of the deal were revised. As per revised terms, Mill Road will pay $102.5 million to the Huttig’s shareholders representing $4 per share. Mill Road anticipates the proposed transaction will be funded through a combination of third party debt in addition to equity capital provided by Mill Road. Mill Road does not require any outside approvals to complete a transaction other than such approvals and/or expirations of waiting periods as may be required under applicable antitrust or other laws. The proposal is contingent on receiving a 45-day period of exclusivity, confirming that the Huttig’s current COVID-impacted annualized earnings power is at least as high as its earnings power immediately prior to the onset of the COVID-19 pandemic, and completing its customary due diligence. As of October 22, 2020, 22NW, LP issued a public letter to the Board of Directors of Huttig stating that the proposed consideration of $4 per share offered by Mill Road Capital Management LLC is far too low and significantly undervalues Huttig Building Products. Michele C. Kloeppel of Thompson Coburn LLP acted as legal advisor and Lincoln International acted as financial advisor to Huttig Building Products. Peter M. Rosenblum of Foley Hoag LLP acted as legal advisor to Mill Road Capital. Mill Road Capital II, L.P. managed by Mill Road Capital Management LLC cancelled the acquisition of remaining 91.9% stake in Huttig Building Products, Inc. (NasdaqCM:HBP) from 22NW Fund, LP managed by 22NW, LP and others on January 5, 2021. The transaction was terminated as it was concluded that constructive discussions are not possible with Huttig.