TORONTO, April 17, 2015 /CNW/ – FrontFour Master Fund, Ltd. (“FrontFour Master Fund”), an affiliate of FrontFour Capital Group LLC (“FrontFour LLC”) and FrontFour Capital Corp. (“FrontFour Capital”, and together with FrontFour Master Fund and FrontFour LLC, collectively, the “FrontFour Group”) today submitted to Legacy Oil + Gas Inc. (“Legacy”) a notice of intention to nominate three new directors (the “Shareholder Nominees”) for election to the Board of Directors at Legacy’s Annual General and Special Meeting of Shareholders to be held on May 26, 2015 (the “Meeting”). The FrontFour Group currently controls approximately 6.8% of the outstanding shares of Legacy.
As set out in the notice and the attached materials (collectively, the “Notice”) submitted to Legacy today pursuant to the Advance Notice By-Law adopted by Legacy on May 27, 2013, the FrontFour Group is seeking to elect the Shareholder Nominees to ensure that the Board of Directors of Legacy acts in a manner consistent with governance best practices and maximizes value for all shareholders.
The Shareholder Nominees are: Martin Ferron, 35-year energy industry veteran and CEO of North American Energy Partners (TSX/NYSE: NOA), Zachary George, Co-Founder and Portfolio Manager of FrontFour Group and Matt Goldfarb, Chief Restructuring Officer and Acting CEO of Cline Mining Corporation. The FrontFour Group’s nominees will strengthen Legacy’s Board by bringing decades of natural resource industry experience as well as a track record of value creation in the capital markets.
FrontFour Group has retained the Special Situations Team at Norton Rose Fulbright Canada LLP to serve as its counsel on this matter.
Biographies of the Shareholder Nominees:
Martin Ferron, 58, joined North American Energy Partners (the corporate partent of North American Construction Group) (TSX/NYSE: NOA) as President and Chief Executive Officer and a Director of the Board on June 7, 2012. Previously, Mr. Ferron was Director, President and CEO of Helix Energy Solutions Inc. (Helix), an NYSE listed international energy services company, at which he successfully refocused the company on improved project execution, asset utilization and profit performance. He also transformed Helix through a combination of measured organic growth, acquisitions and divestures, achieving a compound annual EBITDA growth rate of approximately 38% during his tenure with the company. Prior to joining Helix, Mr. Ferron worked in successively more senior management positions with oil services and construction companies including McDermott Marine Construction, Oceaneering International and Comex Group. He holds a B.Sc. in Civil Engineering from City University, London, a M.Sc. in Marine Technology from Strathclyde University, Glasgow, and an MBA from Aberdeen University.
Zachary George, 37, is a Co-founder and Portfolio Manager of FrontFour Capital, a value oriented, investment firm with more than $500 million in assets under management. Mr. George has spent more than a decade evaluating investment opportunities across the capital structure of small and mid-cap North American companies. Mr. George has worked in a management capacity and with numerous corporate boards to turnaround operations, effect corporate action, and implement governance policies in order to maximize shareholder value.
Mr. George, who is a Canadian citizen but originally from Houston, Texas, earned a B.A. from Simon Fraser University in Vancouver, British Columbia and a Juris Doctor in 2002 from Brooklyn Law School in Brooklyn, New York. He recently served as the Chairman of the boards of FAM REIT and Huntingdon Capital Corp. and previously served as the lead independent director of both Cornell Companies Inc. and PW Eagle, and on the boards of Allied Defense Group, and IAT Air Cargo Facilities Income Fund.
Matt Goldfarb, 43, currently serves as Chief Restructuring Officer and Acting Chief Executive Officer of Cline Mining Corporation, a Canadian mining company whose primary asset is the New Elk coking coal mine in southern Colorado. Prior to his position with Cline Mining, Mr. Goldfarb served as Chief Executive Officer of Xinergy Ltd. (TSX:XRG), a Central Appalachian coal producer, having previously served as its Vice Chairman and lead independent director since its IPO in December 2009. From January 2009 until January 2010, Mr. Goldfarb managed a leveraged loan trading business at Pali Capital, Inc., a boutique investment banking firm. Previously, Mr. Goldfarb was a Director and Senior Investment Analyst of The Blackstone Group/GSO Capital Partners from January 2007 until December 2008 and a Director and Senior Investment Analyst at Pirate Capital LLC, an event-driven hedge fund, from January 2005 until September 2006. Prior to that, Mr. Goldfarb was with Icahn Associates Corp. for approximately five years and prior to joining Icahn, was associated with the law firm of Schulte Roth & Zabel LLP. Mr. Goldfarb has served on the boards of directors of Huntingdon Capital Corp., Fisher Communications, Inc., CKE Restaurants, Inc., and James River Coal Company.
FrontFour Capital Group LLC
FrontFour LLC, located in the United States at 35 Mason Street, Greenwich, CT 06830, was formed in December 2006. FrontFour LLC is registered with the Securities & Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended.
About FrontFour Capital Corp.
FrontFour Capital, located at 140 Yonge Street, Suite 305, Toronto, ON M5C 1X6, was formed in January 2011 and is incorporated in British Columbia. FrontFour Capital is registered with the Ontario Securities Commission as an Investment Fund Manager, Portfolio Manager and Exempt Market Dealer.
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SOURCE FrontFour Group