Papa Murphy’s Announces Changes to Board of Directors as Part of Refresh Initiative
December 21 2017 - 4:15PM
Papa Murphy’s Holdings, Inc. (“Papa Murphy’s” or the “Company”)
(NASDAQ:FRSH) today announced changes to the composition of its
Board of Directors, adding two new highly qualified independent
directors, Alexander C. Matina and Noah A. Elbogen.
Alexander C. Matina has been appointed to the
Compensation Committee and Noah A. Elbogen has been appointed to
the Audit Committee. In order to maintain an appropriately sized
Board, one incumbent director, Jeffrey B. Welch, has left the
Board. All changes are effective immediately. As a result of these
changes, the newly reconstituted Board will comprise ten directors,
seven of whom are independent and all of whom have track records of
delivering long-term shareholder value.
Mr. Matina and Mr. Elbogen have been added to
the Board in connection with a Cooperation Agreement among Papa
Murphy’s, MFP Partners, L.P. (“MFP”), the Company’s second largest
shareholder with 13.1% of the shares, and Misada Capital Holdings,
LLC (“Misada”), another major shareholder with 9.2% of the
Company’s shares. The Cooperation Agreement contains terms
regarding the parties working together for the long-term success of
Papa Murphy’s.
“We have chosen to undertake a Board refresh to
ensure we continue to have the critical skill sets among our
Directors in order to drive long term success and shareholder
value,” said Jean Birch, Chair of the Board of Papa Murphy’s. “We
are pleased to welcome Alexander Matina and Noah Elbogen to Papa
Murphy’s as they will bring significant financial and industry
experience to the Board of Directors.”
Birch continued, “On behalf of the Board, I also
want to thank Jeff Welch for his contributions as a director and
his dedication to the Company. Jeff played a role in the Company’s
success for the last nearly three years and provided a unique
perspective and valuable insights to both the Board and management
team.”
Under the terms of the Cooperation Agreement,
MFP and Misada have agreed to certain customary standstill and
other provisions. The complete agreement and definitive
documentation will be included as exhibits to a Current Report on
Form 8-K, which will be filed with the Securities and Exchange
Commission.
Vinson & Elkins LLP and Perkins Coie LLP are
serving as legal advisors to Papa Murphy’s. Olshan Frome Wolosky
LLP is serving as Misada’s legal advisor.
Alexander C. Matina Alexander
C. Matina is the Vice President, Investments at MFP Investors LLC,
the family office of Michael F. Price, which focuses on long-term,
value investment opportunities. Mr. Matina also serves as
Chairman of the Board of Trinity Place Holdings, Inc. (NYSE:TPHS),
a publicly traded real estate company, focused on multi-family and
retail investments. In addition, he serves on the board of
S&W Seed Company (NASDAQ:SANW), a publicly traded agricultural
company, with proprietary seeds targeting the alfalfa, sorghum,
sunflower and stevia markets. Mr. Matina also serves on the
board of XRO Energy LLC, a private energy company with assets in
Wyoming. In addition, Mr. Matina has worked in various
investment and financial analyst roles at Altus Capital Partners
and Salomon Smith Barney, among others. Mr. Matina has a
Bachelor of Science business degree from Fordham University, where
he serves as an adjunct professor of Finance and as a member of the
advisory board of the Gabelli Center for Global Security Analysis,
and an MBA from the Columbia Business School.
Noah A. ElbogenNoah A. Elbogen
currently serves as Managing Member and Chief Executive Officer of
Misada Capital Group LLC, a New Jersey-based investment manager.
Previously, Mr. Elbogen served as an Investment Analyst at Luxor
Capital Group, LP, a New York-based investment manager, where he
focused primarily on the restaurant sector from July 2011 to July
2016. Prior to joining Luxor Capital Group, Mr. Elbogen served as a
Research Analyst covering the consumer sector at S.A.C. Capital
Management, LLC from August 2009 to June 2011, at Highbridge
Capital Management, LLC from January 2007 to January 2009, and at
Scout Capital Management LLC from August 2005 to January 2007. Mr.
Elbogen began his investment career as an Equity Research Associate
at Bear Stearns where he covered the Specialty Retail and Hardlines
sectors. Mr. Elbogen has served as an Independent Director of BJ’s
Restaurants Inc. since June 2014. Mr. Elbogen holds a Bachelor’s
degree in Economics from Columbia University.
About Papa Murphy’s Papa
Murphy’s Holdings, Inc. (NASDAQ:FRSH) is a franchisor and operator
of the largest Take ‘n’ Bake pizza brand in the United States,
selling fresh, hand-crafted pizzas ready for customers to bake at
home. The company was founded in 1981 and currently operates more
than 1,500 franchised and corporate-owned fresh pizza stores in 39
states, Canada and United Arab Emirates. Papa Murphy's core purpose
is to bring all families together through food people love with a
goal to create fun, convenient and fulfilling family dinners.
In addition to scratch-made pizzas, the Company offers a growing
menu of grab ‘n’ go items, including salads, sides and
desserts. Order online today at
www.papamurphys.com.
Media Contact:Christine Beggan,
ICRChristine.beggan@icrinc.com 203-682-8329
Investor Contact:Alexis
Tessier, ICRpapamurphys-ir@icrinc.com 877-747-7272
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