Aerojet Rocketdyne Executive Chairman Warren Lichtenstein Supports Pre-Release of Company Results Ahead of Critical Vote at Special Meeting
June 16 2022 - 5:40PM
Business Wire
Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (“Aerojet
Rocketdyne” or the “Company”) Executive Chairman Warren
Lichtenstein, who collectively with his affiliates and the
participants in his solicitation owns approximately 5.6% of the
Company's outstanding shares, today issued the below statement
ahead of a special meeting of shareholders (the “Special Meeting”)
scheduled to be held on June 30, 2022. As a reminder, Mr.
Lichtenstein is seeking support on the GREEN Proxy Card to elect his recently
refreshed slate of highly qualified candidates to the Company’s
Board of Directors (the “Board”). Learn more about the slate and
its plan for enhanced value creation by visiting
www.SaveAerojet.com.
Mr. Lichtenstein commented:
“Given that Aerojet Rocketdyne’s future hangs in the balance at
the June 30th Special Meeting, the Company’s shareholders should be
promptly provided as much information as possible to inform their
voting decisions. This is why I support
pre-releasing preliminary results for the first five months of this
fiscal year, including revenue, earnings and cash flow, and doing
so in a manner that compares these metrics to management’s
plans. Three other members of the Company’s eight-member
Board support this action as well.
Shareholders deserve to know whether 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 gridlock she had
facilitated to operate the Company with even greater impunity.
Shareholders should recall that, in addition
to publicly conveyed customer complaints and employee issues,
Aerojet Rocketdyne saw its program performance drop off and actual
free cash flow plummet nearly 80% in 2021.1 This occurred
during a period when Ms. Drake had already sidelined me and
restricted my access to information by initiating an internal
investigation into my attempted contingency planning efforts that
ultimately found I did not violate my fiduciary duty, the Company’s
Code of Conduct, or any law or Company policy, and did not engage
in any harassment.
I firmly believe shareholders should be urging Ms. Drake to
align with me on wanting to provide maximum transparency ahead of
the Special Meeting. The fact is Ms. Drake should have no issue
supporting a pre-release of results if she has been honest with
shareholders about the state of the business.”
***
Mr. Lichtenstein and new CEO candidate Mark
Tucker have issued a detailed presentation that diagnoses Aerojet
Rocketdyne’s vulnerabilities and outlines a fix-and-repair plan
that targets at least $65 per share within three years:
https://saveaerojet.com/wp-content/uploads/2022/06/Investor-Presentation.pdf.
***
Forward-Looking Statements
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, that reflect Steel Partners Holdings L.P.’s (“SPLP”)
current expectations and projections about its future results,
performance, prospects and opportunities. SPLP identifies these
forward-looking statements by using words such as "may," "should,"
"expect," "hope," "anticipate," "believe," "intend," "plan,"
"estimate," "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 in, or implied by, these
forward-looking statements. These factors include, without
limitation, the adverse effects of the COVID-19 pandemic to SPLP’s
business, results of operations, financial condition and cash
flows; material weaknesses in SPLP’s internal control over
financial reporting; fluctuations in crude oil and other commodity
prices; substantial cash funding requirements that may be required
in the future as a result of certain of SPLP’s subsidiaries’
sponsorship of defined benefit pension plans; significant costs,
including remediation costs, as a result of complying with
environmental laws or failing to comply with other extensive
regulations, including banking regulations; the impact of climate
change legislation or regulations restricting emissions of
greenhouse gases on costs and demand for SPLP’s services; impacts
to SPLP’s liquidity or financial condition as a result of
legislative and regulatory actions; SPLP’s ability to maintain
sufficient cash flows from operations or through financings to meet
its obligations under its senior credit facility; risks associated
with SPLP’s business strategy of acquisitions; losses sustained in
SPLP’s investment portfolio; the impact of interest rates on SPLP’s
investments, such as increased interest rates or the use of a SOFR
based interest rate in SPLP’s credit facilities; reliance on the
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 trade policies and the costs or limitations of acquiring
materials and products used in SPLP’s operations; risks of
litigation; impacts to SPLP’s WebBank business as a result of 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 may not fund some or all PPP loan guaranties;
potentially disruptive impacts from economic downturns in various
sectors; loss of customers by SPLP’s subsidiaries as a result of
not maintaining long-term contracts with customers; risks related
to SPLP’s key members of management and the senior leadership team;
SPLP’s agreement to indemnify its manager pursuant to its
management agreement, which may incentivize the manager to take
unnecessary risks; risks related to SPLP’s common and preferred
units, including potential price reductions for current unitholders
if additional common or preferred units are issued, as well as the
lack of an active market for SPLP’s units as a result of transfer
restrictions contained in SPLP’s partnership agreement; the ability
of SPLP’s subsidiaries to fully use their tax benefits; impacts as
a result of changes in tax rates, laws or regulations, including
U.S. government tax reform; labor disruptions as a result of
vaccine mandated by the United States federal government. These
statements involve significant risks and uncertainties, and no
assurance can be given that the actual results will be consistent
with these forward-looking statements. Investors should read
carefully the factors described in the "Risk Factors" section of
SPLP's filings with the SEC, including SPLP's Form 10-K for the
year ended December 31, 2021, for information regarding risk
factors that could affect SPLP's results. Any forward-looking
statement made in this press release speaks 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
declined from approximately $309 million in 2020 to just $62
million in 2021 (when stripping out $100 million in one-time
benefits from the CARES Act).
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