Sec Form 13D Filing - Mill Road Capital III L.P. filing for ALTA EQUIPMENT GROUP INC. (ALTG) - 2023-05-19

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Alta Equipment Group Inc.

(Name of Issuer)

Common stock, $0.0001 par value

(Title of Class of Securities)

02128L106

(CUSIP Number)

Mill Road Capital III, L.P.

Attn: Thomas E. Lynch

328 Pemberwick Road

Greenwich, CT 06831

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 9, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 02128L106    13D    Page 2 of 10 Pages

 

  1.    

  Names of Reporting Persons

 

  Mill Road Capital III, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  WC

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.    

  Sole Voting Power

 

  1,627,866

     8.  

 & #xA0;Shared Voting Power

 

     9.  

  Sole Dispositive Power

 

  1,627,866

   10.  

  Shared Dispositive Power

 

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,627,866

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  5.0%

14.  

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. 02128L106    13D    Page 3 of 10 Pages

 

  1.    

  Names of Reporting Persons

 

  Mill Road Capital III GP LLC

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  AF

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.    

  Sole Voting Power

 

  1,627,866

     8.  

  Shared Voting Power

 

     9.  

  Sole Dispositive Power

 

  1,627,866

   10.  

  Shared Dispositive Power

 

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,627,866

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  5.0%

14.  

  Type of Reporting Person (See Instructions)

 

  HC; OO


CUSIP No. 02128L106    13D    Page 4 of 10 Pages

 

  1.    

  Names of Reporting Persons

 

  Thomas E. Lynch

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  AF

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.    

  Sole Voting Power

 

     8.  

  Shared Voting Power

 

  1,627,866

     9.  

  Sole Dispositive Power

 

   10.  

  Shared Dispositive Power

 

  1,627,866

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,627,866

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  5.0%

14.  

  Type of Reporting Person (See Instructions)

 

  HC; IN


CUSIP No. 02128L106       Page 5 of 10 Pages

 

Item 1.

Security and Issuer

This joint statement on Schedule 13D relates to the common stock, par value $0.0001 (the “Common Stock”), of Alta Equipment Group Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 13211 Merriman Road, Livonia, Michigan 48150.

 

Item 2.

Identity and Background

(a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company (the “GP”), and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (the “Fund”). Each of the foregoing is referred to in this Schedule 13D as a “Reporting Person” and, collectively, as the “Reporting Persons.” Mr. Lynch, Justin C. Jacobs, Deven Petito and Eric Yanagi are the Management Committee Directors of the GP and, in this capacity, are referred to in this Schedule 13D as the “Managers.” The GP is the sole general partner of the Fund.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) The business address of Mr. Lynch, Mr. Jacobs and Mr. Petito, and the address of the principal business and the principal office of the Fund and the GP, is 334 Pemberwick Road, Second Floor, Greenwich, CT 06831. The business address of Mr. Yanagi is 400 Oyster Point Blvd., Suite 526, South San Francisco, CA 94080.

(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a Management Committee Director of the GP and Mill Road Capital Management LLC, a Delaware limited liability company (the “Management Company”), which provides advisory and administrative services to the GP and the Fund. Mr. Lynch also serves as Chairman of the GP and the Management Company. The principal office of the Management Company is located at 334 Pemberwick Road, Second Floor, Greenwich, CT 06831.

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

(e) None of the Managers, the GP and the Fund was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it became subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

(f) Each Manager is a citizen of the United States.


CUSIP No. 02128L106       Page 6 of 10 Pages

 

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons have acquired beneficial ownership of an aggregate of 1,627,866 shares of Common Stock for $19,560,810.11 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale of the Put Options.

 

Item 4.

Purpose of Transaction

The Reporting Persons have acquired shares of Common Stock in their ordinary course of business based on the Reporting Persons’ belief that the Common Stock represents an attractive investment opportunity.

The Reporting Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by such Reporting Persons, or cease trading in such securities. Any such additional purchases or sales of securities of the Issuer may be effected by the Reporting Persons in the open market, in privately negotiated transactions or otherwise.

The Reporting Persons may wish to engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as well as the Issuer’s stockholders; topics of discussion may include, but are not limited to, the Issuer’s market, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Reporting Persons may also enter into confidentiality or similar agreements with the Issuer and, subject to any such agreement or otherwise, exchange proprietary and other information with the Issuer. Factors that the Reporting Persons may consider in evaluating their equity interest in the Issuer include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Persons’ interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Persons; and (vii) other plans or requirements of or applicable to the Reporting Persons.

Depending on their ongoing assessment of such factors, the Reporting Persons may, from time to time, modify their present intention as described in this Item 4.

The Reporting Persons intend to continuously review their options with respect to their equity interest in the Issuer but, except as set forth above, do not have any other specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the


CUSIP No. 02128L106       Page 7 of 10 Pages

 

Issuer’s Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.

 

Item 5.

Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 32,368,112 shares of Common Stock issued and outstanding as of May 8, 2023, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2023. All of the share numbers reported herein are as of May 19, 2023, unless otherwise indicated. Each Reporting Person’s cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 1,627,866 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares in his capacity as Chairman and Management Committee Director of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,627,866 shares of Common Stock, or approximately 5.0% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,627,866 shares of Common Stock, or approximately 5.0% of the outstanding shares of Common Stock.

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock from March 20, 2023 (the date 60 days prior to the filing of this Schedule 13D) to May 19, 2023 (the “Reporting Period”):

 

Date of Purchase

   Shares
Purchased

(#)
     Purchase Price
per Share ($)
 

03/20/2023

     44,181      $ 15.2990  

03/24/2023

     7,346      $ 15.2115  

03/27/2023

     1,300      $ 15.2438  

03/28/2023

     5,000      $ 15.2266  

03/29/2023

     1,327      $ 15.2162  

04/03/2023

     8,000      $ 15.2002  

04/04/2023

     10,000      $ 14.8173  

04/05/2023

     7,700      $ 13.6009  

04/06/2023

     8,000      $ 13.4676  

04/10/2023

     500      $ 13.5420  

04/13/2023

     6,300      $ 13.7102  

04/14/2023

     16,035      $ 13.6678  

04/20/2023*

     1,600      $ 15.0000  

04/21/2023*

     99,200      $ 15.0000  

04/21/2023

     201      $ 13.7357  

05/08/2023

     6,002      $ 13.4570  

05/09/2023

     6,711      $ 13.6530  

05/11/2023

     5,348      $ 13.8384  

 

* 

Effected pursuant to the assignment of Put Options (as defined in Item 6).


CUSIP No. 02128L106       Page 8 of 10 Pages

 

Except as otherwise described in this Schedule 13D, the above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid.

In addition, during the Reporting Period, the Fund sold the Put Options described in Item 6, which is incorporated by reference into this Item 5(c).

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Common Stock.

(e) Not applicable.

 

Item 6.

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

The table below lists the standard American-style, exchange-traded put options (“Put Options”) sold by the Fund during the Reporting Period that are outstanding as of May 19, 2023. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.

 

Date of Sale of Put Options

   Sale Price per
Underlying Share of Put
Option ($)
     Underlying Shares (#)
(100s)
     Strike Price
per Share ($)
     Put Option Expiration
Date
 

03/20/2023

   $ 0.9525        101      $ 15.00        05/19/2023  

03/24/2023

   $ 0.9887        150      $ 15.00        05/19/2023  

03/28/2023

   $ 0.9250        60      $ 15.00        05/19/2023  

04/03/2023

   $ 0.9250        200      $ 15.00        05/19/2023  

04/04/2023

   $ 1.3082        265      $ 15.00        05/19/2023  

04/04/2023

   $ 1.4177        265      $ 15.00        07/21/2023  

04/05/2023

   $ 1.8080        200      $ 15.00        05/19/2023  

04/05/2023

   $ 0.7498        200      $ 12.50        07/21/2023  

04/06/2023

   $ 1.9173        200      $ 15.00        05/19/2023  

04/06/2023

   $ 0.7818        300      $ 12.50        07/21/2023  

04/26/2023

   $ 0.5976        50      $ 12.50        07/21/2023  

04/26/2023

   $ 1.7919        52      $ 15.00        07/21/2023  

04/27/2023

   $ 0.6704        71      $ 12.50        07/21/2023  

04/27/2023

   $ 1.8768        56      $ 15.00        07/21/2023  


CUSIP No. 02128L106       Page 9 of 10 Pages

 

05/02/2023

   $ 0.6304        55      $ 12.50        07/21/2023  

05/02/2023

   $ 1.8757        70      $ 15.00        07/21/2023  

05/03/2023

   $ 0.6000        40      $ 12.50        07/21/2023  

05/03/2023

   $ 1.7800        40      $ 15.00        07/21/2023  

05/08/2023

   $ 0.6352        60      $ 12.50        07/21/2023  

05/08/2023

   $ 1.9548        60      $ 15.00        07/21/2023  

05/09/2023

   $ 0.6485        66      $ 12.50        07/21/2023  

05/09/2023

   $ 1.7587        75      $ 15.00        07/21/2023  

05/10/2023

   $ 0.4744        45      $ 12.50        07/21/2023  

05/10/2023

   $ 1.5946        46      $ 15.00        07/21/2023  

05/11/2023

   $ 1.2363        340      $ 15.00        06/16/2023  

05/11/2023

   $ 1.4915        160      $ 15.00        07/21/2023  

 

Each Put Option gives the holder the right (but not the obligation) to sell to the Fund and require the Fund to purchase, on or before the expiration date, the number of underlying shares of Common Stock, at a purchase price per share equal to the strike price. If a Put Option is assigned (exercised) on or before its expiration date, the Fund must purchase the shares of Common Stock underlying such Put Option in exchange for the aggregate exercise price.

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, or between the Reporting Persons and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of 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.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 1    Joint Filing Agreement by and among Thomas E. Lynch, Mill Road Capital III GP LLC and Mill Road Capital III, L.P. dated May 19, 2023.
Exhibit 2    Confirming Statement of Thomas E. Lynch dated May 19, 2023.

[signature page follows]


CUSIP No. 02128L106       Page 10 of 10 Pages

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 
DATE:   May 19, 2023
MILL ROAD CAPITAL III, L.P.
By:   Mill Road Capital III GP LLC, its General Partner
By:  

/s/ Thomas E. Lynch

  Thomas E. Lynch
Chairman and Management Committee Director
MILL ROAD CAPITAL III GP LLC
By:  

/s/ Thomas E. Lynch

  Thomas E. Lynch
  Chairman and Management Committee Director
THOMAS E. LYNCH

/s/ Thomas E. Lynch