Filing Details

On July 8, 2020, the Company filed a prospectus supplement (the “Prospectus Supplement”) to a prospectus filed under the Company’s Registration Statement on Form S-3, which was declared effective by the Securities and Exchange Commission on July 20, 2017, which Prospectus Supplement relates to a contemplated sale of shares of Turning Point Common Stock by Standard Diversified Inc. (“Standard Diversified”) and the Reporting Persons.  On July 8, 2020, the Company, Standard Diversified, the Reporting Persons and Cowen and Company LLC (the “Underwriter”), entered into an Underwriting Agreement (the “Underwriting Agreement”), under which (i) Standard Diversified and the Reporting Persons have agreed to sell up to 1,800,000 shares and 200,000 shares, respectively, of Turning Point Common Stock to the Underwriter at a price of $23.50 per share in a public offering registered by the Company (the “Public Offering”), and (ii) the Reporting Persons have granted the Underwriter an option for two business days to purchase up to an additional 215,000 shares at such price to cover overallotments.  Pursuant to the Underwriting Agreement, the Reporting Persons have agreed, subject to certain exceptions, not to dispose of or hedge any of their Turning Point Common Stock or securities convertible into or exchangeable for shares of Turning Point Common Stock during the period from the date of the prospectus supplement relating to the Public Offering through the ninetieth day after the date thereof without the permission of the representative of the Underwriter.  The terms of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto, are incorporated herein by reference.

The Public Offering is expected to close on or about July 13, 2020.

Of the shares of Turning Point Common Stock reported herein as beneficially owned by the Reporting Persons, 511,758 shares are owned by Standard General or the private investment vehicles for which it acts as investment manager and 9,978,918 shares are owned by Standard Diversified.  As previously reported, as a result of their beneficial ownership of a majority of the outstanding voting securities of Standard Diversified, the Reporting Persons may be deemed to share voting and investment power over the Turning Point Common Stock held by Standard Diversified.  Each of the Reporting Persons disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein.  Any reports or other information filed or required to be filed by Standard Diversified shall be the responsibility of Standard Diversified and not of the Reporting Persons.