- Current agreement is a sweetheart transaction for the PE Buyers and Management allowing them to steal the Company on the cheap from shareholders without a full and proper auction.
- Several strategic and financial parties were shut out of the process and/or subjected to unreasonable demands and unreasonable timelines.
- Management has been intentionally bearish to ensure the completion of a deal at a low price, thereby benefiting themselves the most through a go-private transaction.
- To the detriment of current shareholders, Management did not:
- Negotiate a go-shop period to solicit competing offers;
- Hold a conference call with its shareholders as is customary;
- File voting agreements with the SEC detailing the nature of the lockups; or
- Disclose compensation agreements which, Sandell believes, would show the significant upside that Management has negotiated for themselves.
- Lastly, there is ample evidence that the deal price is not the maximum price that shareholders deserve given the stability of TPCG's underlying business, the upcoming growth catalysts and its solid balance sheet.
Sandell Asset Management Issues White Paper On TPC Group's Take Private
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