FREDS, INC. (NASDAQ:FRED) Files An 8-K Entry into a Material Definitive Agreement

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FREDS, INC. (NASDAQ:FRED) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

to the Amended and Restated Cooperation Agreement, Heath B. Freeman was appointed to the Board as of the next regular Board meeting (and in any event no later than August 29, 2017). Mr. Freeman is the President and a Founding Member, of Alden Global Capital LLC, a New York-based investment firm focused on deep value, catalyst driven investing. He has been with the firm since its founding in 2007, and has been its President since 2014. Mr. Freeman currently serves as Vice Chairman of MediaNews Group, Inc. (‘MNG”), the second largest newspaper business in the United States by circulation, owning newspapers such as The Denver Post, San Jose Mercury News and Orange County Register. At MNG he leads the strategic review committee and serves on the compensation committee. Mr. Freeman is a co-founder and serves on the board of SLT Group, Inc. a private boutique fitness business founded in 2011. In addition, Mr. Freeman also co-founded City of Saints Coffee Roasters in 2013, a third wave coffee roaster, wholesaler and retailer. Prior to Alden, Mr. Freeman worked as an Investment Analyst at Smith Management, a private investment firm. Mr. Freeman began his career as an analyst at Peter J. Solomon Company, a boutique investment bank with a focus on Retail and Consumer, where he worked on mergers and acquisitions, restructurings and refinancing assignments. Currently, Mr. Freeman serves as Chairman of the Advisory Board for Jewish Life at Duke University's Freeman Center. He is a graduate of Duke University.

The Board determined that Mr. Freeman does not have any relationship with the Company or its subsidiaries, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable rules and regulations of The NASDAQ Stock Market LLC and the U.S. Securities and Exchange Commission (the “SEC”). Mr. Freeman will receive compensation for serving on the Board to the Company’s non-employee director compensation guidelines.

Except as described above in connection with the Amended and Restated Cooperation Agreement, Mr. Freeman was not appointed as a director to any arrangement or understanding with any person, or is a participant in any related party transaction required to be reported to Item 404(a) of Regulation S-K.

Item 9.01REGULATION FD DISCLOSURE.

On August 14, 2017, the Company issued a press release announcing the Amended and Restated Cooperation Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

to the rules and regulations of the SEC, the information furnished to Item 9.01 of this report is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

No.

Description

10.1

Amended and Restated Cooperation Agreement, dated August 11, 2017, by and between Fred’s, Inc., Alden Global Capital LLC, Strategic Investment Opportunities LLC, and Heath B. Freeman.

99.1

Press Release of Fred’s, Inc., dated August 14, 2017.


FREDS INC Exhibit
EX-10.1 2 a51668147ex10_1.htm EXHIBIT 10.1 Exhibit 10.1   EXECUTION VERSION AMENDED AND RESTATED COOPERATION AGREEMENT   This AMENDED AND RESTATED COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of August 11,…
To view the full exhibit click here

About FRED’S, INC. (NASDAQ:FRED)

Fred’s, Inc. (Fred’s) is engaged in the sale of general merchandise through its retail discount stores and full service pharmacies. The Company sells general merchandise to its over 20 franchisees. The Company has approximately 660 retail stores, over 370 pharmacies, and approximately three specialty pharmacy facilities located in over 15 states mainly in the Southeastern United States. The Company is licensed to dispense pharmaceuticals in approximately 50 states. The Company operates approximately 640 company-owned stores, including over 60 express stores (or Xpress stores). Fred’s is a combination of pharmacy, dollar store and mass merchant strategically located in smaller markets. It offers various product categories, including consumables, such as tobacco, food and beverage, prescription pharmaceuticals, paper and cleaning supplies, pet supplies, health and beauty aids, and discretionary products, such as home decor, seasonal merchandise, auto and hardware, and lawn and garden.

FRED’S, INC. (NASDAQ:FRED) Recent Trading Information

FRED’S, INC. (NASDAQ:FRED) closed its last trading session up +0.01 at 6.36 with 506,754 shares trading hands.