CarParts.com adopts poison pill to protect $105M federal NOLs and $85M state tax credits

CarParts.com, Inc.

Tax Benefits Preservation Plan triggers at 4.99% ownership; rights become exercisable with 2x market value dilution.
Dividend of one right per common share payable April 16, 2024; record date April 16.
Rights expire April 5, 2027, or earlier if stockholder approval not obtained by April 2025 annual meeting.
Plan designed to prevent an ownership change under Section 382 that would limit use of $105.2M federal and $84.8M state tax attributes.
Board may exempt acquisitions that do not impair tax attributes; plan is similar to those adopted by other public companies.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CarParts.com, Inc.: Board approved and filed a Certificate of Designation for Series B Junior Participating Preferred Stock, designating rights, preferences, and privileges of 100,000 shares of preferred stock.

Change: charter amendment

Exact text from the filing

In connection with the adoption of the Plan described in Item 1.01 of this Current Report, the Board approved a Certificate of Designation of Series B Junior Participating Preferred Stock (the “Certificate of Designation”), which designates the rights, preferences and privileges of 100,000 shares of a series of the Company’s preferred stock, par value $0.001, designated as Series B Junior Participating Preferred Stock. The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 5 , 2024.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CarParts.com, Inc. entered into Tax Benefits Preservation Plan with Computershare Trust Company, N.A. (effective 2024-04-05).

Action: entry
Counterparty: Computershare Trust Company, N.A.
Effective: 2024-04-05

Exact text from the filing

On April 5, 2024, CarParts.com, Inc. (the “Company”) entered into the Tax Benefits Preservation Plan (the “Plan”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

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CarParts.com, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-24-018386

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