Aegean Marine Petroleum Network Inc. (NYSE:ANW) (“Aegean” or the
“Company”), a leading international marine fuel logistics company,
today announced that it has appointed Tyler Baron of RBM Holdings
LLC (“RBM”), Raymond Bartoszek, and Donald Moore to its Board of
Directors, effective immediately. These independent directors will
serve alongside Yiannis N. Papanicolaou, Spyridon Fokas, George J.
Konomos and Konstantinos Koutsomitopoulos on Aegean’s Board of
Directors, bringing the number of independent directors to six.
In connection with these appointments, Aegean
has entered into a Settlement Agreement with RBM and its members,
Tyler Baron, Justin Moore and August Roth (together, the “RBM
Parties”), pursuant to which RBM has agreed to voluntarily dismiss
the shareholder litigation, with prejudice, that it initiated
against Aegean in the Southern District of New York, and further,
the RBM Parties have agreed to release Aegean from any and all
claims relating to such litigation. The RBM Parties have also
agreed to certain limited standstill and voting provisions,
including voting in favor of the Company’s proposed slate of
directors at the Company’s 2018 Annual Meeting of Shareholders. The
full terms of the Settlement Agreement will be filed by Aegean with
the U.S. Securities and Exchange Commission.
“We are pleased to welcome the new directors
joining the Company’s Board and the resolution of the litigation.
We and RBM believe that Aegean’s unique assets and strategic
network are a strong foundation for future success,” said
Konstantinos Koutsomitopoulos, Aegean’s Chairman of the Nominating
and Governance Committee.
Tyler Baron and Justin Moore, speaking on behalf
of RBM and The Committee for Aegean Accountability, said, “We are
pleased to be part of a significant evolution of the
board. The new board members look forward to working with
their colleagues and management on delivering a strategic operating
plan that focuses on value creation and brings Aegean into its next
phase of growth and profitability.”
The Committee for Aegean Accountability owns
approximately 14.7% of Aegean’s outstanding shares and is comprised
of the RBM Parties, the newly appointed directors, as well as Towle
& Co. and Shah Capital Management, among others.
In addition, Aegean today announced that its
Consulting Agreement with Dimitris Melisanidis (through Leskira
Holdings Co. Limited), Aegean’s founder and former Head of
Corporate Development, has been terminated by the mutual consent of
both parties.
Biographies of the newly appointed
Directors:
Tyler Baron
Mr. Baron has more than 15 years of experience
in the financial services and investment management industry.
Since 2012, Mr. Baron has been the Portfolio Manager and Managing
Partner of Sentinel Rock Capital, a hedge fund that applies an
absolute value-oriented strategy across long/short investment
opportunities expressed in small and mid-capitalization equities
and debt. From 2006-2011, Mr. Baron was a Partner at Spring
Point Capital, a $1.5B hedge fund based in San Francisco, initially
as an analyst and then managing research for the long portfolio as
well as becoming one of the largest equity partners at the
firm. Mr. Baron started his investing career in 2003 as an
analyst at CBI Capital, a long/short hedge fund based in New York
City. In 2001, Mr. Baron joined the restructuring group as an
analyst at Peter J. Solomon Company, a boutique investment bank,
providing advisory services to debtors and creditor groups
undergoing debt restructurings. Mr. Baron attended the
University of California at Berkeley and graduated with a Bachelor
of Science degree from the Haas School of Business in 2001.
Raymond Bartoszek
Mr. Bartoszek has over 20 years of experience as
an oil trader specializing in the supply of marine bunker fuels to
global shipping companies, first at Texaco and then at Glencore
Ltd. While at Glencore Ltd. he held a number of senior
management positions including Managing Director and head of its
oil department where he managed a global team and portfolio of
assets. Mr. Bartoszek was one of the firm's directors leading
up to the successful IPO in 2011. Following his time at
Glencore, Mr. Bartoszek started a family office called RLB
Holdings. He currently serves on the board of several private
companies and is a Limited Partner of the New York Yankees.
He is also the Managing Partner of Horseheads Sand and Transloading
Terminal, an energy terminal that supplies well operations in the
Marcellus Shale. Mr. Bartoszek holds a M.B.A. with a focus in
International Business from Rensselaer Polytechnic Institute and a
Dual-Major B.S. degree from the U.S. Merchant Marine Academy.
Donald Moore
Mr. Moore has over 40 years of experience in the
financial services industry at Morgan Stanley, most recently as
Chairman of Morgan Stanley Group (Europe) from 2000-2016 and as
Global Chairman of the Financial Institutions Group from
2013-2016. He has been involved in over 500 billion euros
($552 billion) worth of transactions throughout Europe working
closely with governments, institutions and corporations on
strategic issues, including mergers, acquisitions, divestitures,
restructurings and equity financings. Prior to moving to
Europe in 1997, Mr. Moore worked on over 120 transactions spanning
22 years in New York, including most of the landmark banking
transactions such as Citicorp on their restructuring and
recapitalization in 1990. In 1995, Mr. Moore was appointed by
the US Treasury Secretary Robert Rubin to serve on the U.S.
Treasury Advisory Council on Financial Institutions. Mr.
Moore has served as a trustee and board member of a number of
organizations including, Carnegie Hall, the National Gallery
(London), the London Symphony Orchestra, and currently serves as
the Chairman of the Institute of Contemporary Arts (London).
Mr. Moore attended the London School of Economics and holds a B.A.
with Honors from Pomona College and a M.B.A. from Harvard Graduate
School of Business Administration.
About Aegean Marine Petroleum Network
Inc.
Aegean Marine Petroleum Network Inc. is an
international marine fuel logistics company that markets and
physically supplies refined marine fuel and lubricants to ships in
port and at sea. The Company procures product from various sources
(such as refineries, oil producers, and traders) and resells it to
a diverse group of customers across all major commercial shipping
sectors and leading cruise lines. Currently, Aegean has a global
presence in more than 30 markets and a team of professionals ready
to serve its customers wherever they are around the globe. For
additional information please visit: www.ampni.com.
Cautionary Statement Regarding
Forward-Looking Statements
Matters discussed or referenced in this press
release may constitute forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words "believe,"
"intend," "anticipate," "estimate," "project," "forecast," "plan,"
"potential," "may," "should," "expect" and similar expressions
identify forward-looking statements. Any forward-looking statements
made or referenced in this press release are based upon various
assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, our management's
examination of historical operating trends, data contained in our
records and other data available from third parties. Although we
believe that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible
to predict and are beyond our control, we cannot assure you that we
will achieve or accomplish these expectations, beliefs or
projections.
In addition to these important factors, other
important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking
statements include our ability to manage growth, our ability to
maintain our business in light of our proposed business and
location expansion or other changes in our business, our ability to
obtain double hull secondhand bunkering tankers, the outcome of
legal, tax or regulatory proceedings to which we may become a
party, adverse conditions in the shipping or the marine fuel supply
industries, our ability to retain our key suppliers and key
customers, material disruptions in the availability or supply of
crude oil or refined petroleum products, changes in the market
price of petroleum, including the volatility of spot pricing,
increased levels of competition, compliance or lack of compliance
with various environmental and other applicable laws and
regulations, our ability to collect accounts receivable, changes in
the political, economic or regulatory conditions in the markets in
which we operate, and the world in general, our failure to hedge
certain financial risks associated with our business, our ability
to maintain our current tax treatments and our failure to comply
with restrictions or covenants in our debt agreements and other
factors. Please see our filings with the Securities and Exchange
Commission for a more complete discussion of these and other risks
and uncertainties.
CONTACTS:Aegean Marine
Petroleum Network Inc.Tel. +1-212-430-1098Email:
investor@ampni.com
Investor Relations / Media AdvisorNicolas
Bornozis / Daniela GuerreroCapital Link, Inc.Tel.
+1-212-661-7566Email: aegean@capitallink.com
For RBM Holdings LLC:Gagnier CommunicationsDan
GagnierTel: +1-646-569-5897Email: dg@gagnierfc.com