NFI Group allows Coliseum to lift stake cap to 25%

Executive Summary

• NFI Group Inc. has amended its existing investment agreement with Coliseum Capital Management LLC, increasing Coliseum's permissible ownership threshold from 20% to 25% of issued and outstanding common shares.
• The amendment grants Coliseum the flexibility to increase its stake without requiring further board approval, provided any additional purchases are made through existing shareholders (no new share issuance or proceeds for NFI).
• Coliseum has agreed to vote any incremental shares purchased above its current 19.9% holding in favor of management and board recommendations, reinforcing its support for the company's strategic direction.

Key Details

• Amendment Terms: The agreement allows Coliseum Capital Management LLC to increase its total ownership up to a maximum of 25% of NFI's issued and outstanding common shares (previously capped at 20%).
• Expiration of Flexibility: The increased flexibility to purchase above the 20% threshold without board approval ends no later than December 31, 2026. After this date, any purchases above 20% will again require board approval.
• Current Holdings: Coliseum currently owns or controls 23,742,937 shares, representing approximately 19.9% of NFI's shares.
• Transaction Structure: NFI is not selling any new shares under this amendment. Any increase in Coliseum's ownership will occur through purchases from existing shareholders, meaning NFI will not receive any proceeds from these transactions.
• Voting Agreement: Coliseum has agreed to vote any incremental shares purchased above its current 19.9% holding in favor of any matter put forward or recommended by NFI's management and board, and against any other matter.
• Commitment Status: While Coliseum has the flexibility to increase its ownership, it has not committed to purchasing any additional shares of NFI.

Notable Quotes

• Colin Robertson, NFI Board Chair: "NFI's board and management deeply appreciate Coliseum's long-standing partnership and collaborative approach to driving shareholder value... The amended agreement is a testament to Coliseum's continued confidence in our strategic direction as we leverage our unique market position to deliver scalable, customized mobility solutions to drive transportation in communities around the world."
• Adam Gray, NFI Board Member and Managing Partner of Coliseum: "As one of NFI's longest-tenured shareholders, we are pleased to deepen our commitment to the company through the amended agreement, which reinforces our conviction in NFI's long-term vision and growth trajectory. We look forward to supporting newly appointed CEO John Sapp and the rest of NFI's skilled leadership team as they execute value-creating opportunities for shareholders."