SCHEDULE 13D/A: Legion Partners Amends NN INC Stake, Extends Swap Agreement to 2029

Legion Partners, a significant investor in NN INC, has filed an amended Schedule 13D, detailing its beneficial ownership of approximately 9.9996% of the company's common stock and extending the maturity of its swap agreements with Nomura to January 30, 2029.

Summary

• Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. XI, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond T. White collectively reported beneficial ownership of 5,016,929 shares of NN INC common stock.
• This aggregate beneficial ownership represents approximately 9.9996% of NN INC's outstanding shares, based on 49,946,337 shares outstanding as of October 21, 2024, as reported in NN INC's Form 10-Q filed on October 31, 2024, plus shares underlying exercisable warrants.
• Legion Partners I directly owns 3,733,515 shares (7.4%), including 214,095 shares underlying warrants, with an aggregate purchase price of approximately $32,766,696 for shares and $155,283 for warrants.
• Legion Partners II directly owns 406,049 shares (0.8%), including 10,905 shares underlying warrants, with an aggregate purchase price of approximately $934,088 for shares and $7,909 for warrants.
• Legion Partners XI directly owns 877,065 shares (1.8%), with an aggregate purchase price of approximately $7,675,865.
• Legion Partners Holdings directly owns 300 shares, with an aggregate purchase price of approximately $2,568.
• On January 30, 2025, Legion Partners I and Legion Partners II amended their Swap Agreements with Nomura, extending the maturity date from January 30, 2025, to January 30, 2029, with all other terms remaining unchanged.

Sentiment

Score: 5

Explanation: The document is a factual report of beneficial ownership and a contract extension, not containing explicit positive or negative performance indicators for the issuer. The extension of the swap agreement could be seen as a neutral to slightly positive signal of continued investor interest.

Positives

• Legion Partners, a significant investor, has extended its swap agreements with Nomura for NN INC shares until January 30, 2029, indicating a continued long-term interest or strategic position in the company.

Future Outlook

The extension of the swap agreements by Legion Partners until January 30, 2029, suggests a continued long-term investment horizon or strategic interest in NN INC by the reporting persons.

Management Comments

• Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, and Managing Member of Legion Partners Holdings, LLC, signed on behalf of multiple Legion Partners entities.
• Raymond T. White, also a managing director of Legion Partners Asset Management and managing member of Legion Partners Holdings, signed on his own behalf.

Industry Context

This filing reflects a significant stake held by an investment firm, Legion Partners, in NN INC. Legion Partners is known for its activist investment strategies, suggesting potential future engagement with NN INC's management or board, which is a common dynamic in the broader investment industry.

Stakeholder Impact

• Shareholders: The disclosure of a significant beneficial ownership stake by Legion Partners, an activist investor, could signal potential future strategic initiatives, corporate governance changes, or other actions that may impact shareholder value.
• Management: NN INC's management may face increased scrutiny or engagement from Legion Partners regarding strategic direction or operational performance.

Next Steps

• The swap agreements between Legion Partners I, Legion Partners II, and Nomura are now set to mature on January 30, 2029.

Key Dates

Keywords

NN INC, Legion Partners, Schedule 13D, Beneficial Ownership, Common Stock, Swap Agreement, Investment, SEC Filing, Activist Investor