LL Flooring & Live Ventures Cooperating on Board Member Selection

Richmond, VA, April 30, 2024- LL Flooring Holdings has provided an update on its previously announced strategic alternatives review process and separately announced a cooperation agreement signed with Live Ventures Incorporated, a diversified publicly traded holding company, and Isaac Capital Group regarding director nominations to the company’s board of directors.

As part of the company’s previously announced strategic alternatives review process, the company’s board has received a non-binding proposal to acquire all of the outstanding shares of the company for $2.50 per share in cash, which remains subject to completion of certain financing. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the LL Flooring board remains in constructive discussions and is currently negotiating this latest proposal, which has not yet been accepted by the board.

Nancy Taylor, independent chairperson of the LL Flooring board of directors, said, “We continue to work diligently with our external advisors to identify the best path for the future of LL Flooring and all of our shareholders. We look forward to progressing in the strategic review process, and the Board remains open to having discussions with interested parties and considering a transaction that appropriately reflects the Company’s value and prospects. At the same time, we continue to oversee and support management as they take the actions necessary to execute on our five core growth strategies, deliver high-touch service for our customers and drive shareholder value.”

The LL Flooring board is committed to a fair process for all interested parties and will continue to thoroughly review any credible proposal received to determine the course of action that it believes is in the best interests of the company and all of its shareholders.

There can be no assurance that the company’s strategic alternatives process will result in LL Flooring pursuing any particular transaction or other strategic outcome. The company has not set a timetable for completion of this process, and it does not intend to disclose further developments unless and until it determines that further disclosure is appropriate or necessary.

The Company has separately entered into a cooperation agreement with Live Ventures and Isaac Capital Group with regard to director nominations and the voting of their aggregate 3.8% ownership of LL Flooring common stock at the company’s upcoming Annual Meeting of Stockholders set for July 10. Isaac Capital Group had previously nominated three individuals to stand for election to the LL Flooring board at the annual meeting and, in connection with the cooperation agreement, has now withdrawn these nominations and will vote its shares in support of the company’s directors. The full cooperation agreement, which includes customary standstill, voting and confidentiality commitments, among other provisions, will be filed with the U.S. Securities and Exchange Commission.

Ms. Taylor added, “We appreciate the constructive dialogue with Live Ventures over the last several months that enabled us to reach this agreement regarding director nominations. The Board remains steadfast in our commitment to delivering value for shareholders and taking actions with shareholders’ best interests in mind.”

The company notes it is in receipt of additional director nominations from other LL Flooring shareholders. The company’s board will present its recommendation with respect to the election of directors in the company’s proxy statement, which will be filed with the SEC ahead of the Annual Meeting.

F9 Investments, owned by LL Flooring founder Tom Sullivan, has also sought to acquire the company twice.