Casey Capital, LLC (together with its
affiliates and other participants in its solicitation, "Casey Capital"),
beneficial owners of approximately 5.9% of the outstanding shares of common
stock of Essex Rental Corp. ESSX ("Essex" or the "Company"), on
April 13, 2015 delivered a letter to the Company responding to the Company's
April 10, 2015 press release announcing it would be evaluating strategic
alternatives for Essex Crane Rental Corp., one of the Company's two operating
subsidiaries. The full text of Casey Capital's letter is included below and
appears as an exhibit to Casey Capital's Amendment No. 4. to Schedule 13D as
filed with the Securities and Exchange Commission.
April 13, 2015
Essex Rental Corp.
Board of Directors
1110 Lake Cook Road, Suite 220
Buffalo Grove, Illinois 60089
Gentlemen:
We believe the updates provided in the press release published April 10, 2015
by Essex Rental Corp. ("ESSX" or the "Company") continue to demonstrate that
the current Board of Directors is unable to and has no interest in maximizing
stockholder value.
The press release announces that the Company has chosen not to pursue
strategic alternatives for the entire company, electing instead to do so only
for its subsidiary Essex Crane Rental Corp. This is despite the fact that the
Company's two operating subsidiaries are likely worth significantly more
together to certain buyers. We believe certain members of the Board,
specifically the special purpose acquisition company ("SPAC") founders
Laurence Levy and Ed Levy, recognize this reality but prefer not to maximize
stockholder value. Instead, their priority is to maintain their positions on
the Board so that they can continue to extract unreasonable compensation and
fees from Essex.
Laurence Levy and Ed Levy each collect an egregious $200,000 annually in
director compensation from Essex, a company with a market capitalization under
$35 million. They each receive $75,000 for serving on the Board and $50,000
for serving on the Strategic Planning and Finance Committee. On top of that,
they each are paid an additional $75,000 for serving as co-chairmen of this
committee, which has just three members yet somehow requires two chairmen. In
addition, the Company leases office space in New York City from Hyde Park Real
Estate LLC ("Hyde Park"), an affiliate of Laurence Levy. In 2012 the Company
agreed to pay Hyde Park $8,000 per month. This fee was recently raised 37.5%
to $11,000 per month in November 2014. We question why this expensive office
space is required for a small company headquartered in Illinois and whether
Essex exercised independent judgment in entering into this lease agreement.
The April 10, 2015 press release reports that Dan Blumenthal and John Nestor,
directors of the Company since 2008 and 2009, respectively, will not stand for
reelection to the Board in 2015. The Company purports to be interested in
director candidates with strong credentials in the equipment rental sector,
and that as a result of the changes, the Board will be optimally positioned.
This move to find directors with more expertise in the Company's business is
undoubtedly a positive one. However, we believe this was done only to give the
appearance that the SPAC founders, Laurence Levy and Ed Levy, have
stockholders' best interests at heart. In reality, this is an attempt to
appease investors so they can maintain their own seats on the Board, thus
maintaining their $532,000 in annual compensation and related party payments.
If the Company were truly run in the best interests of stockholders and the
Board truly had a "commitment to responsible corporate governance," more
qualified individuals should have been nominated to the Board years ago, not
simply when Laurence and Ed Levy's golden goose is threatened by stockholder
pressures.
The Board believes replacing two directors with private equity backgrounds and
no industry experience can improve the Company's corporate governance and
optimally position the Company for the future. If this were truly the Board's
objective, we question why the Board has chosen not to replace Laurence or Ed
Levy, who have private equity backgrounds and no equipment rental industry
experience.
We believe we have submitted the slate of nominees that can maximize ESSX
stockholder value, and we would be disappointed if the Board were to attempt
to delay our nominees' election, notwithstanding the statement in Essex's
Annual Report on Form 10-K that the 2015 Annual Meeting of Stockholders is to
be held on June 4, 2015. Time is an important factor in an investment's
return, and it is our aim to maximize returns to ESSX stockholders. While we
remain eager to discuss our proposals, the Board has continued to refuse to
communicate with us.
We continue to believe that our nominees for the Board will best position the
Company to maximize stockholder value.
Sincerely,
/s/ Kevin M. Casey
Kevin M. Casey
Keating Muething & Klekamp is acting as legal advisor to Casey Capital.
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Comments
Loading...
Posted In: NewsPress Releases
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in