NEW YORK, June 16, 2022–(BUSINESS WIRE)–Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (“Aerojet Rocketdyne” or the “Company”) Warren Lichtenstein, Executive Chairman, who, collectively with its affiliates and participants in its solicitation, owns approximately 5.6 % of the outstanding shares of the Company, today issued the statement below in anticipation of a special meeting of shareholders (the “Special Meeting”) to be held on June 30, 2022. As a reminder, Mr. Lichtenstein request support for the GREEN proxy card to elect its recently renewed slate of highly qualified candidates to the Company’s Board of Directors (the “Board”). Learn more about slate and its plan to create increased value by visiting www.SaveAerojet.com.
Mr. Lichtenstein commented:
“Since the future of Aerojet Rocketdyne hangs in the balance as of June 30e Special meeting, the shareholders of the Company must quickly receive as much information as possible to inform their voting decisions. That’s why I support pre-publishing preliminary results for the first five months of this fiscal year, including revenue, profit and cash flow, and doing so in a way that compares those metrics to the plans of the direction. Three other members of the company’s eight-member board also support the action.
Shareholders deserve to know if the financial and operational deterioration that has set in since December 2020, when the Lockheed Martin Corporation deal was announced and Mark Tucker stepped down as COO, has worsened over the past five-and-a-half months as CEO Eileen Drake leveraged the boardroom stalemate she facilitated to run the company with even greater impunity. Shareholders should remember that in addition to publicly aired customer complaints and employee issues, Aerojet Rocketdyne has seen its program performance plummet and actual free cash flow drop nearly 80% in 2021.1 This happened during a period when Ms. Drake had already sidelined me and restricted my access to information by launching an internal investigation into my attempts at contingency planning which ultimately concluded that I did not violated my fiduciary duty, the Company Code of Conduct or any law. or company policy, and did not engage in any harassment.
I strongly believe that shareholders should urge Ms. Drake to align with me in wanting to provide maximum transparency ahead of the special meeting. The point is, Ms. Drake should have no problem backing a pre-release of earnings if she’s been honest with shareholders about the state of the business.”
Mr. Lichtenstein and new CEO candidate Mark Tucker released a detailed presentation that diagnoses Aerojet Rocketdyne’s vulnerabilities and outlines a repair and repair plan that targets at least $65 per share within three years: https://saveaerojet.com/wp-content/uploads/2022/06/Investor-Presentation.pdf.
This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Steel Partners Holdings LP’s (“SPLP”) commitment to current expectations and projections regarding its future results, performance, prospects and opportunities. SPLP identifies these forward-looking statements by using words such as “may”, “should”, “s ‘expects’, ‘hopes’, ‘anticipates’, ‘believes’, ‘intends’, ‘plans’, ‘estimates’, ‘will’ and similar expressions. These forward-looking statements are based on information currently available to SPLP and are subject to risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed or implied. by these forward-looking statements. research statements. These factors include, but are not limited to, the adverse effects of the COVID-19 pandemic on SPLP’s business, results of operations, financial condition and cash flows; significant weaknesses in SPLP’s internal control over financial reporting; fluctuations in the prices of crude oil and other raw materials; substantial cash funding requirements that may be required in the future due to the sponsorship by certain SPLP subsidiaries of defined benefit pension plans; significant costs, including remediation costs, resulting from compliance with environmental laws or failure to comply with other significant regulations, including banking regulations; the impact of climate change legislation or regulation limiting greenhouse gas emissions on the costs and demand for SPLP’s services; impacts on SPLP’s liquidity or financial position as a result of legislative and regulatory measures; SPLP’s ability to maintain sufficient operating or financing cash flow to meet its obligations under its senior credit facility; the risks associated with SPLP’s commercial acquisition strategy; losses incurred in SPLP’s investment portfolio; the impact of interest rates on the SPLP’s investments, such as increasing interest rates or the use of a SOFR-based interest rate in the SPLP’s credit facilities; reliance on intellectual property owned by others and SPLP’s ability to protect its own intellectual property and licenses; risks associated with conducting operations outside of the United States, including changes in business policies and costs or limits on the acquisition of materials and products used in SPLP’s operations; litigation risks; impacts on SPLP’s WebBank business due to the highly regulated environment in which it operates, as well as the risk of litigation regarding the processing of PPP loans and the risk that the SBA will not fund all or part of the loan guarantees PPP; the potentially disruptive impacts of economic downturns in various industries; loss of customers by SPLP subsidiaries due to non-compliance with long-term contracts with customers; risks relating to key members of SPLP’s management and the management team; the commitment of the SPLP to indemnify its manager in accordance with its management contract, which may encourage the manager to take unnecessary risks; the risks associated with SPLP’s Common and Preferred Units, including potential price reductions to current Unitholders if additional Common or Preferred Units are issued, as well as the lack of an active market for SPLP’s Units in due to transfer restrictions contained in SPLP’s partnership agreement; the ability of SPLP subsidiaries to fully utilize their tax benefits; impacts resulting from changes in tax rates, laws or regulations, including US government tax reform; work disruptions as a result of a U.S. federally mandated vaccine. These statements involve significant risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements. Investors should carefully read the factors described in the “Risk Factors” section of SPLP’s filings with the SEC, including SPLP’s Form 10-K for the fiscal year ended December 31, 2021, for information about risk factors that may affect SPLP results. Any forward-looking statements made in this press release speak only as of the date hereof. Except as otherwise required by law, SPLP undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
1 The company’s actual free cash flow fell from approximately $309 million in 2020 to just $62 million in 2021 (removing $100 million in one-time CARES Act benefits).
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