Sec Form 13D Filing - TONTINE CAPITAL PARTNERS L P filing for IES Holdings Inc. (IESC) - 2024-02-16

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Capital Partners, L.P.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Capital Management, L.L.C.

CUSIP No.  44951W 10 6

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Management, L.L.C.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Capital Overseas Master Fund II, L.P.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Asset Associates, L.L.C.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Associates, L.L.C.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Tontine Capital Overseas GP, L.L.C.

Security and Issuer

This Amendment No. 28 to Schedule 13D is being filed by the Reporting Persons to amend the Schedule 13D originally filed by certain of the Reporting Persons on May 18, 2006 (the “Original 13D”), as amended on August 25, 2006, January 11, 2007, September 7, 2007, December 19, 2007, March 5, 2008, November 10, 2008, October 23, 2009, February 3, 2010, March 10, 2010, May 13, 2010, February 11, 2011, July 21, 2011, September 17, 2013, March 5, 2014, August 15, 2014, October 5, 2015, December 24, 2015, March 25, 2016, August 10, 2016, October 5, 2016, December 14, 2018, January 11, 2019, June 26, 2020, October 9, 2020, February 26, 2021, December 16, 2022 and September 8, 2023 (the Original 13D, together with the amendments, the “Schedule 13D”) with respect to the common stock, par value of $.01 per share (the “Common Stock”), of IES Holdings, Inc. (the “Company”).  The principal executive offices of the Company are located at 2 Riverway, Suite 1730, Houston, Texas 77056.

Identity and Background

(a)  This statement is filed by:

(i) Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it;

(ii) Tontine Capital Management, L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by it and by TCP;

(iii) Tontine Management, L.L.C., a Delaware limited liability company (“TM”), with respect to the shares of Common Stock directly owned by it;

(iv) Tontine Capital Overseas Master Fund II, L.P. a Delaware limited partnership (“TCP 2”) with respect to shares of Common Stock directly owned by it;

(v)  Tontine Asset Associates, L.L.C., a Delaware limited liability company (“TAA”), with respect to the shares of Common Stock directly owned by it and by TCP 2;

(vi) Tontine Associates, L.L.C., a Delaware limited liability company (“TA”), with respect to shares of Common Stock directly owned by it;

(vii) Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company (“TCO”), with respect to shares of Common Stock directly owned by it; and

(viii) Jeffrey L. Gendell (“Mr. Gendell”) with respect to the shares of Common Stock, and phantom stock units (“PSUs”) convertible into Common Stock, directly owned by him and the shares of Common Stock directly owned by each of TCP, TCM, TM, TCP 2, TAA, TA and TCO.

TCP, TCM, TM, TCP 2, TAA, TA, TCO and Mr. Gendell are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)  The address of the principal business and principal office of each of TCP, TCM, TM, TCP 2, TAA, TA and TCO is 1 Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830. The business address of Mr. Gendell is 1 Sound Shore Drive, Suite 304, Greenwich, Connecticut 06830.

(c)  The principal business of each of TCP and TCP 2 is serving as a private investment limited partnership. The principal business of TCM is serving as the general partner of TCP. The principal business of TM is serving as the general partner of an investment fund affiliated with the Reporting Persons. The principal business of TAA is serving as the general partner of TCP 2. The principal business of TA is to serve as the fund manager of an investment fund affiliated with the Reporting Persons. The principal business of TCO is that of managing its assets. Mr. Gendell serves as the managing member of TCM, TM, TA, TCO and TAA.

(d)  None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)  Each of TCP and TCP 2 is a limited partnership organized under the laws of the State of Delaware. Each of TCM, TM, TAA, TA and TCO is a limited liability company organized under the laws of the State of Delaware. Mr. Gendell is a United States citizen.

Source and Amount of Funds or Other Consideration

Interest in Securities of the Issuer

The following disclosure of share ownership by the Reporting Persons is as of the date of this Amendment No. 28 to Schedule 13D.

A. Tontine Capital Partners, L.P.

(a)  Aggregate number of shares beneficially owned: 5,642,723. Percentage: 27.9%. The percentages used herein and in the rest of Item 5 are calculated based upon 20,221,466 shares of Common Stock outstanding as of January 31, 2024 as disclosed in the Company’s Quarterly Report on Form 10-Q filed on February 2, 2024.

(b)  1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote: 5,642,723

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 5,642,723

(c)  TCP has not engaged in any transactions in Common Stock in the last 60 days.

(d)  TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.

(e)  Not applicable.

B. Tontine Capital Management, L.L.C.

(a)  Aggregate number of shares beneficially owned: 7,553,252. Percentage: 37.4%.

(b)  1. Sole power to vote or direct vote: 1,910,529

2. Shared power to vote or direct vote: 5,642,723

3. Sole power to dispose or direct the disposition: 1,910,529

4. Shared power to dispose or direct the disposition: 5,642,723

(c)  TCM has not engaged in any transactions in Common Stock in the last 60 days.

(d)  Not applicable.

(e)  Not applicable.

C. Tontine Management, L.L.C.

(a)  Aggregate number of shares beneficially owned: 1,410,162. Percentage: 7.0%.

(b)  1. Sole power to vote or direct vote: 1,410,162

2. Shared power to vote or direct vote: -0-

3. Sole power to dispose or direct the disposition: 1,410,162

4. Shared power to dispose or direct the disposition: -0-

(c)  TM has not engaged in any transactions in Common Stock in the last 60 days.

(d)  Mr. Gendell is the Managing Member of TM and in that capacity directs its operations.

(e)  Not applicable.

D. Tontine Capital Overseas Master Fund II, L.P.

(a)  Aggregate number of shares beneficially owned: 1,460,506. Percentage: 7.2%.

(b)  1. Sole power to vote or direct vote: -0- 

2. Shared power to vote or direct vote: 1,460,506

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 1,460,506

(c)  Cantor has sold a total of 149,051 shares of Common Stock on TCP 2’s behalf pursuant to the 10b5-1 Plan in the last 60 days. Please see the table in Item 4 for a description of such transactions.

(d)  TAA, the general partner of TCP 2, has the power to direct the affairs of TCP 2, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TAA and in that capacity directs its operations.

(e)  Not applicable.

E. Tontine Asset Associates, L.L.C.

(a)  Aggregate number of shares beneficially owned: 1,557,397. Percentage: 7.7%.

(b)  1. Sole power to vote or direct vote: 96,891

2. Shared power to vote or direct vote: 1,460,506

3. Sole power to dispose or direct the disposition: 96,891

4. Shared power to dispose or direct the disposition: 1,460,506

(c)  TAA has not engaged in any transactions in Common Stock in the last 60 days. Cantor has sold a total of 149,051 shares of Common Stock on TCP 2’s behalf pursuant to the 10b5-1 Plan in the last 60 days. Please see the table in Item 4 for a description of such transactions.

(d)  Not applicable.

(e)  Not applicable.

F. Tontine Associates, L.L.C.

(a)  Aggregate number of shares beneficially owned: 642,057. Percentage: 3.2%.

(b)  1. Sole power to vote or direct vote: 642,057

2. Shared power to vote or direct vote: -0-

3. Sole power to dispose or direct the disposition: 642,057

4. Shared power to dispose or direct the disposition: -0-

(c) TA has not engaged in any transactions in Common Stock in the last 60 days.

(d)  Mr. Gendell is the Managing Member of TA and in that capacity directs its operations.

(e)  Not applicable.

G. Tontine Capital Overseas GP, L.L.C.

(a)  Aggregate number of shares beneficially owned: 47,284. Percentage: 0.2%.

(b)  1. Sole power to vote or direct vote: 47,284

2. Shared power to vote or direct vote: -0-

3. Sole power to dispose or direct the disposition: 47,284

4. Shared power to dispose or direct the disposition: -0-

(c) TCO has not engaged in any transactions in Common Stock in the last 60 days.

(d)  Mr. Gendell is the Managing Member of TCO and in that capacity directs its operations.

(e)  Not applicable.

H. Jeffrey L. Gendell

(a)  Aggregate number of shares beneficially owned: 11,421,435. Percentage: 56.5%.

(b)  1. Sole power to vote or direct vote: 211,283

2. Shared power to vote or direct vote: 11,210,152

3. Sole power to dispose or direct the disposition: 211,283

4. Shared power to dispose or direct the disposition: 11,210,152

(c) Mr. Gendell has not engaged in any transactions in Common Stock in the last 60 days. Cantor has sold a total of 149,051 shares of Common Stock on TCP 2’s behalf pursuant to the 10b5-1 Plan in the last 60 days. Please see the table in Item 4 for a description of such transactions.

(d)  Not applicable.

(e)  Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

A. Board Observer Letter

On December 6, 2018, TA entered into that certain Board Observer Letter Agreement, by and between TA and the Company (the “Board Observer Letter”). Subject to the terms and conditions set forth in the Board Observer Letter, the Company granted the Reporting Persons the right, at any time that the Reporting Persons hold at least 20% of the outstanding Common Stock of the Company, to appoint a representative to serve as an observer to the Company’s Board of Directors (the “Board Observer”). The Board Observer, who must be reasonably acceptable to those members of the Company’s Board of Directors who are not affiliates of TA, shall have no voting rights or other decision-making authority. Subject to the terms and conditions set forth in the Board Observer Letter, so long as the Reporting Persons have the right to appoint a Board Observer, the Board Observer will have the right to attend and participate in meetings of the Company’s Board of Directors and the committees thereof, subject to confidentiality requirements, and to receive reimbursement for reasonable out-of-pocket expenses incurred in his or her capacity as a Board Observer and such rights to coverage under the Company’s directors’ and officers’ liability insurance policy as are available to the Company’s directors. On December 20, 2018, an employee of TA was appointed as TA’s initial Board Observer pursuant to the terms of the Board Observer Letter.

B. Letter Agreement

On October 2, 2020, the Company and Mr. Gendell entered into an amended and restated letter agreement (the “Letter Agreement”) to memorialize Mr. Gendell’s appointment, effective October 1, 2020, as Chief Executive Officer of the Company. Pursuant to the Letter Agreement, among other things, the Company made a one-time grant of 100,000 PSUs to Mr. Gendell under the Company’s Equity Incentive Plan in connection with Mr. Gendell’s appointment as Chief Executive Officer of the Company, which PSUs are subject to certain vesting conditions. The terms of such grant are further described in the Phantom Stock Unit Award Agreement attached as Exhibit A to the Letter Agreement.

C. 10b5-1 Plan

On August 31, 2023, TCP 2 entered into the 10b5-1 Plan with Cantor that was intended to comply with the requirements of Rule 10b5-1(c) promulgated under the Act. Pursuant to the 10b5-1 Plan, TCP 2 directed Cantor to seek to dispose of up 200,000 shares of Common Stock held by TCP 2 during a period (i) beginning after the expiration of a cooling off period on the later of (A) the 90th day following adoption of the 10b5-1 Plan and (B) the second business day following the filing of the Company’s Form 10-K for the fiscal year ending September 30, 2023 (but no later than the 120th day following adoption of the 10b5-1 Plan) and (ii) ending August 15, 2024. As of February 13, 2024, all 200,000 shares of Common Stock under the 10b5-1 Plan have been sold. See item 4 above.

The foregoing summaries of the Board Observer Letter, the Letter Agreement and the 10b5-1 Plan do not purport to be complete and are qualified in their entirety by reference to Exhibits 99.1, 99.2 and 99.3, which are incorporated by reference herein.

Except as described herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

99.1. Board Observer Letter Agreement, between Tontine Associates, L.L.C. and IES Holdings, Inc., dated December 6, 2018 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed December 7, 2018).

99.2. Letter Agreement, between IES Holdings, Inc. and Jeffrey L. Gendell, dated October 2, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 5, 2020).

99.3. Sales Plan dated August 31, 2023, between Tontine Capital Overseas Master Fund II, LP and Cantor Fitzgerald & Co. (Sales prices and trading strategies omitted from Appendix A pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 99.3 of Amendment No. 27 to this Schedule 13D on Schedule 13D/A filed September 8, 2023).

Jeffrey L. Gendell, individually, as managing member of
Tontine Capital Management, L.L.C., general partner of
Tontine Capital Partners, L.P., as managing member of
Tontine Management, L.L.C., as managing member of
Tontine Asset Associates, L.L.C., the general partner of
Tontine Capital Overseas Master Fund II, L.P., as
managing member of Tontine Associates, L.L.C. and as
managing member of Tontine Capital Overseas GP, L.L.C.