Sec Form 13D Filing - Irenic Capital Management LP filing for BARNES GROUP INCORPORATED (B) - 2024-01-29

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • 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

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Barnes Group Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

067806109

(CUSIP Number)

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15th Floor

New York, New York 10153

 

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 18, 2024

(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 to be sent.

 

 

 

1              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. 067806109

  1   NAME OF REPORTING PERSON  
         
        Irenic Capital Management LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6  < /td> CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,572,142  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,572,142  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,572,142  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

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CUSIP No. 067806109

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of Barnes G roup Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 123 Main Street, Bristol, Connecticut 06010.

Item 2.Identity and Background.

(a)       This statement is being filed by Irenic Capital Management LP, a Delaware limited partnership (“Irenic Capital” or the “Reporting Person”), the investment manager of Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership (“Irenic Evergreen Master”), Irenic Capital Opportunity Master Fund LP, a Cayman Islands limited partnership (“Irenic Opportunity Master”) and Irenic Schooner LLC, a Delaware limited liability company (“Irenic Schooner” and together with Irenic Evergreen Master and Irenic Opportunity Master, the “Irenic Funds”), with respect to the Shares held by the Irenic Funds. Irenic Capital Management GP LLC, a Delaware limited liability company (“Irenic Capital GP”), is the general partner of Irenic Capital. Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company (“Irenic Evergreen GP”), is the general partner of Irenic Evergreen Master and managing member of Irenic Schooner. Irenic Capital Opportunity Fund GP LLC, a Delaware limited liability company (“Irenic Opportunity GP”), is the general partner of Irenic Opportunity Master. Adam Katz is the Chief Investment Officer of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP. Andrew Dodge is the Director of Research of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP.

(b)       The business address of each of Irenic Evergreen Master, Irenic Opportunity Master, Irenic Schooner, Irenic Capital, Irenic Capital GP, Irenic Evergreen GP, Irenic Opportunity GP and Messrs. Katz and Dodge is 767 Fifth Avenue, 15th Floor, New York, New York 10153.

 

(c)       The principal business of Irenic Capital is serving as the investment manager for the Irenic Funds. The principal business of the Irenic Funds is investing in securities. The principal business of Irenic Capital GP is serving as the general partner of Irenic Capital. The principal business of Irenic Evergreen GP is serving as the general partner of Irenic Evergreen Master and managing member of Irenic Schooner. The principal business of Irenic Opportunity GP is serving as the general partner of Irenic Opportunity Master. The principal business of Mr. Katz is serving as the Chief Investment Officer of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP. The principal business of Mr. Dodge is serving as the Director of Research of Irenic Capital and a managing member of each of Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP.

(d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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)       Irenic Capital is a Delaware limited partnership. Irenic Evergreen Master and Irenic Opportunity Master are Cayman Islands limited partnerships. Irenic Schooner, Irenic Capital GP, Irenic Evergreen GP and Irenic Opportunity GP are Delaware limited liability companies. Messrs. Katz and Dodge are citizens of the United States of America.

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CUSIP No. 067806109

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,572,142 Shares beneficially owned by the Reporting Person is approximately $70,892,799, excluding brokerage commissions.

Item 4.Purpose of Transaction.

Irenic Capital believes the securities of the Issuer are undervalued and represent an attractive investment opportunity. Irenic Capital has formally nominated two (2) highly-qualified candidates, Adam Katz and Larry A. Lawson, for election to the Board of Directors (the “Board”) at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). Since November, Irenic Capital has attempted to engage in a constructive and private dialogue with the Board and management in hopes of achieving a cooperative resolution.

Irenic Capital may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, potential changes in the Issuer's operations, management, organizational documents, composition of the Board, ownership, capital or corporate structure, sale transactions, dividend policy, strategy and plans. Irenic Capital intends to communicate with the Issuer's management and Board about, and may enter into negotiations and agreements with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other stockholders or third parties, including potential acquirers, service providers and financing sources regarding the Issuer. Irenic Capital may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Irenic Capital may change its intentions with respect to any and all matters referred to in this Item 4. It may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.

Irenic Capital intends to review its investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to Irenic Capital, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, Irenic Capital may endeavor (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as Irenic Capital may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of the Shares. In addition, Irenic Capital may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.Interest in Securities of the Issuer.

(a)       See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 50,674,896 Shares outstanding as of November 1, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. As of the date hereof, the Reporting Person beneficially owned 2,572,142 Shares, constituting approximately 5.1% of the Shares outstanding.

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CUSIP No. 067806109

(b)       See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)       The transactions in the Shares effected by the Reporting Person during the past sixty (60) days, which were all in the open market, are set forth on Schedule A attached hereto.

(d)       No persons other than the Irenic Funds and the Reporting Person have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.

(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Irenic Capital, Irenic Evergreen Master, Irenic Opportunity Master, Irenic Schooner, Irenic Capital GP, Irenic Evergreen GP, Irenic Opportunity GP, Messrs. Dodge and Katz (collectively, the “Irenic Group”) and Mr. Lawson entered into a Group Agreement (the “Group Agreement”) in connection with the Annual Meeting, pursuant to which, among other things, the parties agreed (a) to solicit proxies or written consents for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by the Irenic Group), and (b) that the Irenic Group would bear all expenses incurred in connection with the group’s activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations. A copy of the Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The Reporting Person has signed a letter agreement (the “Indemnification Agreement”) with Mr. Lawson pursuant to which it and its affiliates have agreed to indemnify Mr. Lawson against certain claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against Mr. Lawson in his capacity as a director of the Issuer if so elected. A copy of the Indemnification Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

The Reporting Person has entered into a compensation letter agreement (the “Compensation Agreement”) with Mr. Lawson pursuant to which the Reporting Person agreed to pay Mr. Lawson (i) $5,000 in cash upon the execution of such Compensation Agreement, and (ii) $45,000 if Mr. Lawson is elected or appointed to the Board resulting from a nomination or appointment approv ed by the Irenic Group, or a written agreement between the Irenic Group and the Issuer, with such amount deemed payable to Mr. Lawson effective prior to such election or appointment. Pursuant to the Compensation Agreement, Mr. Lawson has also agreed that, if he is elected or appointed to the Board, he will use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer, subject to the Reporting Person’s right to waive such requirement. The Compensation Agreement terminates on the earliest to occur of (i) the Issuer’s appointment or nomination of Mr. Lawson as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of Mr. Lawson’s nomination or appointment as a director of the Issuer, (iii) the Irenic Group’s withdrawal of Mr. Lawson’s nomination for election as a director of the Issuer, and (iv) the date of the Annual Meeting. A copy of the Compensation Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

5

CUSIP No. 067806109

 

Item 7.Material to be Filed as Exhibits.
99.1Group Agreement.
99.2Indemnification Agreement.
99.3Compensation Agreement.

 

6

CUSIP No. 067806109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2024

  Irenic Capital Management LP
   
  By: Irenic Capital Management GP LLC
     
  By:

/s/ Adam Katz

    Name: Adam Katz
    Title: Managing Member

 

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CUSIP No. 067806109

 

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

 

Nature of the Transaction

Securities

Purchased

Price Per

Security ($)

Date of

Purchase

IRENIC CAPITAL MANAGEMENT LP

 

Purchase of Common Stock 10,451 26.2244 11/30/2023
Purchase of Common Stock 21,584 26.1172 11/30/2023
Purchase of Common Stock 8,395 26.9543 12/01/2023
Purchase of Common Stock 11,096 26.9045 12/01/2023
Purchase of Common Stock 5,396 27.4783 12/04/2023
Purchase of Common Stock 26,344 27.4783 12/04/2023
Purchase of Common Stock 12,450 27.7316 12/05/2023
Purchase of Common Stock 2,550 27.7316 12/05/2023
Purchase of Common Stock 1,717 27.5457 12/05/2023
Purchase of Common Stock 8,383 27.5457 12/05/2023
Purchase of Common Stock 10,100 27.9841 12/06/2023
Purchase of Common Stock 1,513 27.8978 12/07/2023
Purchase of Common Stock 7,385 27.8978 12/07/2023
Purchase of Common Stock 3,400 28.3141 12/08/2023
Purchase of Common Stock 16,600 28.3141 12/08/2023
Purchase of Common Stock 719 28.0931 12/08/2023
Purchase of Common Stock 3,508 28.0931 12/08/2023
Purchase of Common Stock 1,829 28.5378 12/11/2023
Purchase of Common Stock 8,932 28.5378 12/11/2023
Purchase of Common Stock 1,204 28.5486 12/11/2023
Purchase of Common Stock 8,055 28.5486 12/11/2023
Purchase of Common Stock 765 28.6207 12/11/2023
Purchase of Common Stock 5,119 28.6207 12/11/2023
Purchase of Common Stock 1,939 28.6143 12/12/2023
Purchase of Common Stock 9,468 28.6143 12/12/2023
Purchase of Common Stock 2,550 28.5785 12/12/2023
Purchase of Common Stock 12,450 28.5785 12/12/2023
Purchase of Common Stock 1,700 28.6573 12/12/2023
Purchase of Common Stock 8,300 28.6573 12/12/2023
Purchase of Common Stock 1,700 28.5965 12/12/2023
Purchase of Common Stock 8,300 28.5965 12/12/2023

 

 

CUSIP No. 067806109

Purchase of Common Stock 1,300 28.5839 12/12/2023
Purchase of Common Stock 6,349 28.5839 12/12/2023
Purchase of Common Stock 1,732 28.5475 12/12/2023
Purchase of Common Stock 8,454 28.5475 12/12/2023
Purchase of Common Stock 1,300 28.6066 12/13/2023
Purchase of Common Stock 8,700 28.6066 12/13/2023
Purchase of Common Stock 923 28.5935 12/13/2023
Purchase of Common Stock 4,507 28.5935 12/13/2023
Purchase of Common Stock 1,700 28.5780 12/13/2023
Purchase of Common Stock 8,300 28.5780 12/13/2023
Purchase of Common Stock 1,466 28.4876 12/13/2023
Purchase of Common Stock 7,157 28.4876 12/13/2023
Purchase of Common Stock 712 28.4800 12/13/2023
Purchase of Common Stock 4,768 28.4800 12/13/2023
Purchase of Common Stock 3,400 30.0123 12/15/2023
Purchase of Common Stock 16,600 30.0123 12/15/2023
Purchase of Common Stock 1,700 29.9447 12/15/2023
Purchase of Common Stock 8,300 29.9447 12/15/2023
Purchase of Common Stock 1,700 29.9803 12/15/2023
Purchase of Common Stock 8,300 29.9803 12/15/2023
Purchase of Common Stock 1,170 30.1822 12/18/2023
Purchase of Common Stock 5,713 30.1822 12/18/2023
Purchase of Common Stock 814 30.2378 12/18/2023
Purchase of Common Stock 3,974 30.2378 12/18/2023
Purchase of Common Stock 2,000 31.0939 12/20/2023
Purchase of Common Stock 8,000 31.0939 12/20/2023
Purchase of Common Stock 3,000 31.0383 12/20/2023
Purchase of Common Stock 12,000 31.0383 12/20/2023
Purchase of Common Stock 1,287 30.8495 12/20/2023
Purchase of Common Stock 5,150 30.8495 12/20/2023
Purchase of Common Stock 1,868 31.2489 12/21/2023
Purchase of Common Stock 7,473 31.2489 12/21/2023
Purchase of Common Stock 1,100 30.9895 12/21/2023
Purchase of Common Stock 4,402 30.9895 12/21/2023
Purchase of Common Stock 16 31.7300 12/22/2023
Purchase of Common Stock 66 31.7300 12/22/2023
Purchase of Common Stock 1,054 31.8000 12/22/2023
Purchase of Common Stock 4,215 31.8000 12/22/2023
Purchase of Common Stock 140 31.8329 12/22/2023
Purchase of Common Stock 560 31.8329 12/22/2023
Purchase of Common Stock 326 32.4051 12/26/2023
Purchase of Common Stock 1,302 32.4051 12/26/2023
Purchase of Common Stock 4,000 32.8510 12/27/2023
Purchase of Common Stock 16,000 32.8510 12/27/2023
Purchase of Common Stock 2,669 32.7600 12/28/2023
Purchase of Common Stock 10,676 32.7600 12/28/2023
Purchase of Common Stock 3,086 32.6765 12/29/2023
Purchase of Common Stock 12,344 32.6765 12/29/2023
Purchase of Common Stock 10,000 32.2054 01/02/2024
Purchase of Common Stock 40,000 32.2054 01/02/2024

 

 

CUSIP No. 067806109

Purchase of Common Stock 10,000 32.4183 01/02/2024
Purchase of Common Stock 40,000 32.4183 01/02/2024
Purchase of Common Stock 25,000 32.0880 01/02/2024
Purchase of Common Stock 100,000 32.0880 01/02/2024
Purchase of Common Stock 5,000 31.9350 01/02/2024
Purchase of Common Stock 20,000 31.9350 01/02/2024
Purchase of Common Stock 10,000 31.8888 01/02/2024
Purchase of Common Stock 40,000 31.8888 01/02/2024
Purchase of Common Stock 10,000 31.9666 01/02/2024
Purchase of Common Stock 40,000 31.9666 01/02/2024
Purchase of Common Stock 20,000 30.9385 01/03/2024
Purchase of Common Stock 80,000 30.9385 01/03/2024
Purchase of Common Stock 20,000 30.5551 01/03/2024
Purchase of Common Stock 80,000 30.5551 01/03/2024
Purchase of Common Stock 7,974 30.3696 01/03/2024
Purchase of Common Stock 31,894 30.3696 01/03/2024
Purchase of Common Stock 20,000 30.4333 01/04/2024
Purchase of Common Stock 80,000 30.4333 01/04/2024
Purchase of Common Stock 10,000 30.4043 01/04/2024
Purchase of Common Stock 40,000 30.4043 01/04/2024
Purchase of Common Stock 10,000 29.8652 01/05/2024
Purchase of Common Stock 40,000 29.8652 01/05/2024
Purchase of Common Stock 13,753 30.1386 01/05/2024
Purchase of Common Stock 55,013 30.1386 01/05/2024
Purchase of Common Stock 4,846 30.3258 01/08/2024
Purchase of Common Stock 19,383 30.3258 01/08/2024
Purchase of Common Stock 33,000 30.7493 01/08/2024
Purchase of Common Stock 3,116 30.7559 01/08/2024
Purchase of Common Stock 33,000 30.2582 01/09/2024
Purchase of Common Stock 9,247 30.1076 01/09/2024
Purchase of Common Stock 6,856 30.1294 01/09/2024
Purchase of Common Stock 63,000 30.3366 01/17/2024
Purchase of Common Stock 93,967 30.6490 01/18/2024