Calloway's Nursery And 3K Limited Partnership Announce Final Results Of Joint Tender Offer And Closing Of Recapitalization

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Feb 19, 2016, 04:01 ET

FORT WORTH, Texas, Feb. 19, 2016 /PRNewswire/ -- Calloway's Nursery, Inc. (OTC Pink: CLWY) ("Calloway's") and 3K Limited Partnership ("3K") today announced the results of the previously announced joint tender offer to purchase up to 4,000,000 shares of Calloway's common stock at a purchase price of $2.52 per share, which expired at 5:00 P.M., Central Time, on February 18, 2016 (the "Offer").

Based on a final tabulation by Computershare Trust Company, N.A., the depositary for the Offer, 1,032,413 shares of Calloway's common stock were validly tendered and not withdrawn prior to the expiration of the Offer. In accordance with the terms of the Offer, 1,032,413 shares of Calloway's common stock were accepted for purchase, all of which were purchased by Calloway's, for an aggregate purchase price of $2,601,680.76. The depositary will promptly issue payment for the shares accepted for purchase in the Offer.

In addition, Calloway's and 3K announced the closing of the transactions contemplated by their Recapitalization Agreement, dated January 15, 2016, including 3K's purchase of substantially all of the shares of Calloway's common stock held by James C. Estill, the former Chief Executive Officer, former Chairman of the Board of Directors and co-founder of Calloway's, and John T. Cosby, a former executive officer, former member of the Board of Directors and co-founder of Calloway's, at a purchase price of $2.52 per share. The Offer and the purchase of these shares by 3K are collectively referred to as the "Recapitalization."

As a result of the Recapitalization, 3K and its affiliates have become the largest holder of Calloway's common stock, holding approximately 56.7% of the total number of outstanding shares. In addition, pursuant to the terms of the Recapitalization Agreement, Mr. Estill resigned as the Chief Executive Officer and Chairman of the Board of Directors of Calloway's at the closing of the Recapitalization, and Marce Ward, the President and Chief Operating Officer of Calloway's prior to the Recapitalization, was appointed as President and Chief Executive Officer. Furthermore, pursuant to the Recapitalization Agreement, five members of the Calloway's Board of Directors, consisting of Mr. Estill, Dan Feehan, Alan Howe, Daniel Reynolds and David Straus, resigned from the board. The post-Recapitalization Board of Directors consists of continuing directors Peter Kamin, David Alexander and Mr. Ward, as well as two designees appointed by 3K, David Schneider and Terry Shaver.

Forward-looking Statements

This press release contains forward-looking statements about the expectations, beliefs, plans, intentions, and strategies of Calloway's. Forward-looking statements may be identified by the use of certain words, including, among others, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "outlook," "plan," "potential," "predict," "project," "should," "will," "would" and similar expressions. Forward-looking statements are based on current expectations, estimates and projections, and they are not guarantees of future performance. There are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking statements. Such factors include, but are not limited to: uncertainty regarding the value of Calloway's shares and general economic, market or business conditions. All of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or, if substantially realized, will have the expected consequences. Except as required by law, Calloway's undertakes no obligation to publicly update or revise any forward-looking statements.

About Calloway's

Founded in 1986, Calloway's Nursery, Inc. is a 17-store garden center chain serving the Dallas - Fort Worth and Houston markets as Calloway's Nursery in D/FW and Cornelius Nursery in Houston. Calloway's strives to make gardening fun, easy and successful for customers by offering expert advice from Texas Certified Nursery Professionals; store environments that are educational and easy to shop; gardening clinics that serve both novice and expert gardeners; displays and instructions to aid gardeners with design and color development in their yards; and a product selection of the best plant varieties available.

About 3K

3K Limited Partnership is a private investment firm organized to invest the capital of a private family trust.

SOURCE Calloway's Nursery, Inc.