In a class action, one or more individuals file a lawsuit on behalf of a class of many other individuals who have similar claims. Here, the Court appointed as Class Representatives James Smith and Jerry Honse, who are two former employees of Triad who held Triad stock in their ESOP accounts.

The Class is defined as: “All participants in the Triad ESOP from December 17, 2015 through December 31, 2022 who vested under the terms of the Plan, and those participants’ beneficiaries, excluding the individual Triad Defendants and the legal representatives, successors, and assigns of any such excluded persons.”

Because this Lawsuit was certified as a mandatory (“non-opt-out”) class action, you cannot exclude yourself from the Class or the benefits of the Settlement.

This Lawsuit was filed on behalf of participants in the Triad ESOP and their beneficiaries (the “Lawsuit”). The Lawsuit asserts claims against GreatBanc Trust Company, the Board of Directors of Triad Manufacturing, Inc., David Caito, Robert Hardie, Michael McCormick, Elizabeth J. McCormick, Elizabeth J. McCormick Second Amended and Restated Revocable Living Trust, Michael K. McCormick Second Amended and Restated Revocable Living Trust, David M. Caito Revocable Trust, and First Amended and Restated Robert Hardie Revocable Trust (collectively the “Defendants”) and has been litigated in the U.S. District Court for the Eastern Division of the Northern District of Illinois and the Court of Appeals for the Seventh Circuit since April of 2020.

The Lawsuit asserts that Defendants violated a federal statute, the Employee Retirement Income Security Act of 1974 (“ERISA”), in connection with the ESOP’s purchase of Triad stock in 2015 for approximately $106 million (the “ESOP Transaction”). Plaintiffs allege that the ESOP paid more than fair market value for Triad stock. Specifically, the Lawsuit alleges that some of the Defendants were ESOP fiduciaries who violated their duties under ERISA § 404, 29 U.S.C. § 1104, ERISA § 405, 29 U.S.C. § 1105 ERISA § 406, 29 U.S.C. § 1106, and ERISA § 410, 29 U.S.C.§ 1110 in connection with the ESOP purchase of Triad stock. The Lawsuit also asserts claims against various Selling Shareholders for participating in the ERISA violations when they sold their Triad stock to the ESOP.

The Defendants deny all the allegations in the Lawsuit, deny any wrongdoing regarding the ESOP Transaction, and have vigorously defended the Lawsuit.

The Class is defined as: “All participants in the Triad ESOP from December 17, 2015 through December 31, 2022 who vested under the terms of the Plan, and those participants’ beneficiaries, excluding the individual Triad Defendants and the legal representatives, successors, and assigns of any such excluded persons.”

Because this Lawsuit was certified as a mandatory (“non-opt-out”) class action, you cannot exclude yourself from the Class or the benefits of the Settlement.

If the Settlement is approved, the Class will receive the following benefits:

1. The Selling Shareholders will forgive $15 million of debt that Triad owes them for the ESOP transaction. This will increase the value of the Triad stock owned by the ESOP by an estimated $9,735,600.
2. The strike price of the Warrants held by the Selling Shareholders will be increased from $2 to $9.45. This offsets the value the Selling Shareholders would otherwise get from the increased value of Triad stock created from the Settlement.
3. The Selling Shareholders will give up 150,000 Warrants they currently own. This will increase the value of Triad’s stock—in addition to the benefit from (1) above—by an estimated $2,340,000.
4. Defendants will pay Class Members who have sold Triad stock on or before December 31, 2022 an additional $8.20 for each share sold.
5. Defendants will pay a total of $2,500,000 (“Cash Payment”) into an escrow account established for the payment of court-awarded attorneys’ fees, expenses, settlement administration costs, and service awards.

The total value the Settlement consideration listed above is conservatively estimated to be $14.8 million.

Under the proposed Settlement, if you have an active ESOP account, the value of the Triad shares held in your account will increase, thereby increasing the value of the retirement savings in your account. If you have sold Triad stock once held in your ESOP account, you will receive a direct payment of $8.20 for each share you sold. If the Settlement is approved, all Class Member will automatically receive these benefits. You do not need to complete a claims form.

The Court has appointed lawyers from the law firms Cohen Milstein Sellers & Toll PLLC and Feinberg Jackson Worthman & Wasow LLP to represent you and other Class Members. These lawyers are called Class Counsel.

You will not be charged for these lawyers’ services. If you want to be represented by your own lawyer, you may hire one at your own expense.