FF FutureFuel Corp

Item 5.01 – Changes in Control of Registrant.

 

On June 8, 2022, St. Albans Global Management, LLC (successor by conversion to St. Albans Global Management, Limited Partnership, LLLP) (“Global”), SAGM Holdings, LLC (“SAGM”), P.A. Novelly II (“P.A. Novelly”) and Apex Holding Co. (“Apex Holding”) filed an amendment to Schedule 13D (the “Amendment”) reporting that (i) Global and SAGM possess shared voting and dispositive power over 17,085,100 shares of common stock (“Shares”) of FutureFuel Corp. (the “Company”), constituting approximately 39.0% of the issued and outstanding Shares (the “Global Shares”); (ii) Apex Holding possesses shared voting and dispositive power over 375,000 Shares, constituting approximately 0.9% of the issued and outstanding Shares (the “Apex Shares”); and (iii) P.A. Novelly possesses shared voting and dispositive power over 17,460,100 Shares, consisting of the Global Shares and the Apex Shares and constituting approximately 39.9% of the issued and outstanding Shares.

 

Previously, Global’s predecessor and Paul A. Novelly (“Tony Novelly”) reported on a Schedule 13D filed April 28, 2008 (the “Original 13D”), that (i) Global and Tony Novelly each possessed sole voting and dispositive power over Shares then held by Global’s predecessor, in his capacity as its then Chief Executive Officer; and (ii) Tony Novelly possessed shared voting and dispositive power over Shares then held by Apex Holding in his capacity as its then Chairman and Chief Executive Officer. Such Shares then collectively constituted approximately 33.5% of the issued and outstanding Shares. Tony Novelly is P.A. Novelly’s father.

 

The Amendment reports various transactions by Global and Apex Holding since the filing of the Original 13D (the “Interim Transactions”) bringing the present amounts of Global Shares and Apex Shares to the amounts set forth above.

 

The Amendment reflects certain changes in management of Global and Apex Holding since the Original 13D, including that: (i) P.A. Novelly currently serves as the sole manager of SAGM which, in turn, is the sole manager of Global and, as a result, P.A. Novelly, SAGM and Global may be deemed to share beneficial ownership of the Global Shares; and (ii) P.A. Novelly currently serves as the Chief Executive Officer of Apex Holding and, as a result, P.A. Novelly and Apex Holding may be deemed to share beneficial ownership of the Apex Shares (collectively, the “Management Changes”). The Amendment also reports that, as of April 26, 2022, Tony Novelly no longer beneficially owned the Global Shares or the Apex Shares, but that he continues to beneficially own 265,000 Shares held by a family trust of which he is trustee. As a result of the Interim Transactions and the Management Changes, the Board of Directors of the Company deems that the Company may have undergone a change in control.

 

No consideration was given or received by any party in exchange for the Management Changes.

 

There is no arrangement or understanding between or among P.A. Novelly, Tony Novelly, Global, SAGM, Apex Holding or any of their respective associates with respect to election of directors of the Company or other matters.