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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 to Schedule 13G)*

 

DUCOMMUN INCORPORATED

 

(Name of Issuer)

 

Common Stock, $.01 par value

 

(Title of Class of Securities)

 

264147109

 

(CUSIP Number)

 

Darren Farber

Albion River Management LLC

2600 Tower Oaks Boulevard, Suite 280

Rockville, MD 20852

(571) 321-5328

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 1, 2024

 

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 
 

 

CUSIP No. 264147109

 

1

NAME OF REPORTING PERSONS

 

Albion River Management LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUND

 

AF

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

1,321,216*(1)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,321,216*(1)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,321,216*(1)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%(2)

  
14

TYPE OF REPORTING PERSON

 

IA

  

 

  * Shares reported herein represent Common Stock of Ducommun Incorporated (the “Issuer”) held by Ignium LP, a Delaware limited partnership (the “Fund”). The Fund is a private investment vehicle for which Albion River Management LLC, a Delaware limited liability company (the “Investment Manager”), serves as the investment manager. Darren Farber serves as the sole managing partner of the Investment Manager (each of the foregoing, a “Reporting Person” and, collectively, the “Reporting Persons”).
     
  (1) Represents 1,321,216 shares of Common Stock held by the Reporting Persons.
     
  (2) Based on 14,641,154 shares of Common Stock of the Issuer that were outstanding as of February 15, 2024. The amount of shares outstanding was based upon a statement in the Issuer’s Form 10-K, filed on February 26, 2024.

 

 
 

 

CUSIP No. 264147109

 

1

NAME OF REPORTING PERSONS

 

Ignium LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

1,321,216*(1)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,321,216*(1)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,321,216*(1)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%(2)

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

  *

Shares reported herein represent Common Stock of the Issuer held by the Fund. The Fund is a private investment vehicle for which the Investment Manager, serves as the investment manager. Darren Farber serves as the sole managing partner of the Investment Manager.

 

  (1)

Represents 1,321,216 shares of Common Stock held by the Reporting Persons.

 

  (2) Based on 14,641,154 shares of Common Stock of the Issuer that were outstanding as of February 15, 2024. The amount of shares outstanding was based upon a statement in the Issuer’s Form 10-K, filed on February 26, 2024.

 

 
 

 

CUSIP No. 264147109

 

1

NAME OF REPORTING PERSONS

 

Darren Farber

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

AF

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

1,321,216*(1)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,321,216*(1)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,321,216*(1)

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%(2)

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

  *

Shares reported herein represent Common Stock of the Issuer held by the Fund. The Fund is a private investment vehicle for which the Investment Manager, serves as the investment manager. Darren Farber serves as the sole managing partner of the Investment Manager.

     
  (1)

Represents 1,321,216 shares of Common Stock held by the Reporting Persons.

     
  (2) Based on 14,641,154 shares of Common Stock of the Issuer that were outstanding as of February 15, 2024. The amount of shares outstanding was based upon a statement in the Issuer’s Form 10-K, filed on February 26, 2024.

 

 
 

 

Item 1. Security and Issuer

 

The Reporting Persons (defined herein) previously filed a Schedule 13G on January 30, 2024 (the “Schedule 13G”). The securities to which this Schedule 13D (the “Schedule”) relates are shares of common stock, par value $.01 per share (the “Common Stock”), of Ducommun Incorporated (the “Issuer”), and amends the Schedule 13G. The principal executive offices of the Issuer are located at 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759.

 

Item 2. Identity and Background

 

(a), (f) This Schedule is being filed by Ignium LP, a Delaware limited partnership (the “Fund”), Albion River Management LLC, a Delaware limited liability company (the “Investment Manager”), and Darren Farber, a citizen of the United States of America (“Mr. Farber”) (each of the foregoing, a “Reporting Person” and, collectively, the “Reporting Persons”).

 

The Investment Manager is the investment manager of the Fund. Mr. Farber is the sole managing partner of the Investment Member. By virtue of these relationships, the Investment Manager and Mr. Farber may be deemed to beneficially own the Common Stock owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of Common Stock for purposes of Section 13 of the Exchange Act 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

 

(b) The principal business address of each of the Reporting Persons is 2600 Tower Oaks Boulevard, Suite 280 Rockville, MD 20852.

 

(c) The principal business of the Fund is investing in securities. The principal business of the Investment Manager is serving as the investment manager with respect to the Fund and other pooled investment vehicles. The principal occupation of Mr. Farber is serving as the sole managing partner of the Investment Manager.

 

(d) During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ best knowledge, any of their respective directors, executive officers, or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations and other similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ best knowledge, any of their respective directors, executive officers, or controlling persons, as the case may be, is or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

All of the 1,321,216 shares of Common Stock reported herein were purchased by the applicable Reporting Persons for a total purchase price of $64,672,762.24, including commissions. All of such funds were derived from capital contributions to the Fund.

 

No funds are being borrowed by the Reporting Persons to fund the acquisition of the shares of the Issuer’s Common Stock, although the Reporting Persons may borrow funds in the future and may pledge any or all of such shares as collateral against such borrowings.

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the 1,321,216 shares of Common Stock over which they exercise beneficial ownership in the belief that the shares of Common Stock are undervalued and are an attractive investment opportunity. Recently, the Reporting Persons have had, and anticipate having further, discussions with the Issuer’s senior management and board of directors of the Issuer (the “Board”), regarding the Issuer’s business and direction.

 

 
 

 

On April 1, 2024, Mr. Farber sent a letter to the Board, which, among other things, expressed the Reporting Persons’ strong interest in acquiring, in cash, all outstanding shares of the Issuer. The letter stated the Reporting Persons’ intention to retain the Issuer’s current management team and key employees.

 

Except as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Issuer or its securities enumerated in paragraphs (a) through (j) of this Item 4 to the form Schedule 13D promulgated under the Act. Notwithstanding the foregoing, the Reporting Persons may determine, from time to time in the future, based on market and general economic conditions, the business affairs and financial conditions of the Issuer, the capital requirements of the Fund (or other Reporting Persons), the availability of securities at favorable prices and other alternative investment opportunities available to the Reporting Persons, and other factors that the Reporting Persons may deem relevant, to acquire additional securities of the Issuer in the open market, in privately negotiated transactions, or otherwise, or to sell some or all of the securities it now holds or hereafter acquires as set forth above or otherwise.

 

A copy of such letter is furnished herewith as Exhibit A.

 

Item 5. Interest in Securities of the Issuer.

 

As of April 8, 2024, the Reporting Persons beneficially own the number of Common Stock set forth below. Percentage ownership is based on 14,641,154 shares of Common Stock of the Issuer that were outstanding as of February 15, 2024. The amount of shares outstanding was based upon a statement in the Issuer’s Form 10-K, filed on February 26, 2024.

 

(a), (b) The applicable Reporting Persons may be deemed to beneficially own an aggregate of 1,321,216 shares of Common Stock. These shares of Common Stock represent approximately 9.0% of the outstanding shares of Common Stock of the Issuer. By virtue of relationships between the Reporting Persons (i.e., Mr. Farber’s sole authority to direct the affairs of the Investment Manager, including the voting and disposition of shares of Common Stock held by all Reporting Persons), the Reporting Persons may be deemed to have sole voting and dispositive power with respect to the shares owned directly by the Fund.

 

The Fund has the sole power to vote or direct 1,321,216 of Common Stock; has the shared power to vote or direct the vote of 0 shares of Common Stock; has the sole power to dispose or direct the disposition of 1,321,216 of Common Stock; and has the shared power to dispose or direct the disposition of 0 shares of Common Stock.

 

The Investment Manager has the sole power to vote or direct 1,321,216 of Common Stock; has the shared power to vote or direct the vote of 0 shares of Common Stock; has the sole power to dispose or direct the disposition of 1,321,216 of Common Stock; and has the shared power to dispose or direct the disposition of 0 shares of Common Stock.

 

Mr. Farber has the sole power to vote or direct 1,321,216 of Common Stock; has the shared power to vote or direct the vote of 0 shares of Common Stock; has the sole power to dispose or direct the disposition of 1,321,216 of Common Stock; and has the shared power to dispose or direct the disposition of 0 shares of Common Stock.

 

(c) Schedule I hereto sets forth the transactions in Common Stock effected by the Reporting Persons in the past 60 days.

 

(d) The Reporting Persons have the right to receive dividends from, and the proceeds from the sale of, the shares of Common Stock covered by this Schedule and held for their account. Except as disclosed in this Item 5, no other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule.

 

(e) Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Other than the joint filing agreement filed as Exhibit B to this Schedule 13D, the Reporting Persons have no knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person with respect to any securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit A Letter to the Board of Directors, dated April 1, 2024.
   
Exhibit B Joint Filing Statement, dated April 8, 2024.

 

 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 8, 2024 Albion River Management LLC
     
  By: /s/ Mark Schneiderman
  Name: Mark Schneiderman
  Title: Chief Legal Officer

 

  Ignium LP
     
  By: Ignium GP, LLC, its general partner

 

  By: /s/ Mark Schneiderman
  Name: Mark Schneiderman
  Title: General Counsel

 

  Darren Farber
     
  By: /s/ Darren Farber

 

 
 

 

SCHEDULE I

 

The following table lists all transactions completed by the Reporting Persons in the Common Stock since January 25, 2024, which were all completed through open market purchases.

 

Date   Price per Share   Number of Shares of Common Stock
3/28/24   51.16  

2228

         
3/27/24   50.15  

2772

         
3/25/24   50.18  

2500

         
3/22/24  

50.802

  

10100

         

3/20/24

  

50.2111

  

9313

         

3/19/24

  

49.9196

  

3656

         

3/18/24

  

49.7784

  

16377

         

3/15/24

  

50.25

  

1536

         

3/14/24

  

50.3589

  

8645

         

3/13/24

  

50.2518

  

6422

         

3/12/24

  

49.7702

  

4933

         

3/11/24

  

50.1256

  

10000

         

3/8/24

  

49.481

  

10825

         

3/7/24

  

49.8633

  

5975

         

3/6/24

  

48.7763

  

3200

         

3/5/24

  

48.4829

  

10000

         

3/4/24

  

48.5688

  

6331

         

3/1/24

  

48.3791

  

13669

         

2/29/24

  

48.0098

  

10000

         

2/28/24

  

48.5022

  

10000

         

2/27/24

  

48.4822

  

20000

         

2/26/24

  

48.5965

  

20000

         

2/23/24

  

48.9733

  

10000

 

 

 

 

2/22/24

   48.777  

10000

         

2/21/24

   49.098   10000
         

2/20/24

  

49.2682

  

10000

         

2/14/24

  

50.3758

  

2500

         

2/13/24

  

49.4999

  

40005

         

2/12/24

  

51.1476

  

5000

         

2/9/24

  

49.8737

  

605

         

2/8/24

  

49.2806

  

3159

         

2/7/24

  

48.959

  

3351

         

2/6/24

  

48.8821

  

2070

         

2/5/24

  

48.9547

  

579

         

1/31/24

  

49.3998

  

129526

         

1/30/24

  

49.7127

  

10000

         

1/29/24

  

50.0038

  

100670

         

1/26/24

  

50.6

  

20000

         

1/25/24

  

50.6011

  

50768

 

 

 

EXHIBIT A

 

 

 

Via Email

 

April 1, 2024

 

Members of the Board of Directors

c/o Stephen G. Oswald

Chairman, President and CEO

 

Ducommun Incorporated

200 Sandpointe Avenue

Suite 700

Santa Ana, CA 92707-5759

 

RE: Indication of Interest for Acquisition of Ducommun Incorporated

 

Stephen,

 

Albion River LLC’s affiliate Ignium LP (“Albion”) is a proud shareholder of Ducommun Incorporated (“Ducommun” or the “Company”). We currently own 1,321,216 common shares, representing over 9% of the Company’s outstanding shares.

 

Ducommun is a good business run by a solid team. That being said, we do not believe the public markets are the ideal setting for you to execute your strategy and maximize shareholder value over either the near- or long-term. Ducommun shares trade at a significant valuation discount relative to competitors operating at much larger scale. The Company’s stock price has stagnated over time, which we believe is unlikely to change while Ducommun remains a subscale public company. Your story, as well as your future ambitions, is not understood by the market, and likely too nuanced for investors involved in a thinly traded, small cap security to fully appreciate.

 

We are writing to express our strong interest in acquiring all the outstanding shares of Ducommun for a purchase price of $60 per share in cash, based on our review of public information regarding the Company. This represents a ~17% premium to the closing price on the last trading day prior to the delivery of this letter, and a ~21% premium to the Company’s 30-day volume weighted average trading price.

 

It is our desire to work with management to execute your strategy as a private company. However, as a fiduciary, we encourage you to run a thorough auction process and to determine the highest and best offer for a sale of Ducommun. While we would be an enthusiastic participant in such a process, our sole priority is to ensure the best possible outcome for all Ducommun shareholders.

 

 
 

 

Albion’s Successful Track Record and Strategic Rationale:

 

Albion is a private direct investment firm focused on acquiring companies that produce highly technical Defense Products & Services. Albion is led by its group of partners and is supported by a team of expert advisors and an extensive network of industry and government professionals. Our capital comes exclusively from a handful of family offices and select institutional investors, enabling us to take a long-term view and hold businesses until they have reached their potential under our stewardship.

 

Albion has a successful track record of investing in Defense-oriented companies supporting U.S. and allied interests globally with similar or greater enterprise values, including: (i) American Pacific (formerly NASDAQ: APFC) with Huntsman Family Investments, the sole domestic producer of solid rocket fuel (sold to AE Industrial Partners in February 2020); (ii) Sparton Corporation (formerly NYSE: SPA) with Cerberus Capital Management, the leading U.S. manufacturer of anti-submarine and undersea warfare technologies (sold to Elbit Systems of America in April 2021); (iii) MDA (TSX: MDA), a global leader in space robotics and satellite components; and (iv) our recent acquisition of Maytag Aircraft LLC, whose global operations focus on aircraft fueling services, air terminal and ground handling services, and base operations support to the US Department of Defense.

 

As you can see, we are an experienced strategic investor and acquiror of companies like yours. We have been able to generate successful outcomes in these past situations that benefited all stakeholders, and we are confident we can replicate this type of result for Ducommun.

 

Our desire is to retain all Company executives. We do not expect to divest any material part of Company’s business. To the contrary, we intend to invest in and support Ducommun’s businesses and look forward to ensuring continued growth.

 

Additional Offer Details

 

Price:

A purchase price of $60 per share, in cash, which represents an enterprise value of ~$1.1 billion based on an estimated fully-diluted share count of ~14.8 million and outstanding net debt of ~$220 million, per the most recent Company reports.

   
Financing: The definitive agreement will not be contingent on financing. However, we will require your cooperation in obtaining committed debt financing.
   
Acquiring Entity: The acquiring entity for the Company will be an affiliate of Albion Platform Holdings LLC (“Platform Co”).
   
Timing: If given access to management and cooperation in the financing process, we believe we will be in a position to execute definitive documentation in 90 days.
   
  As noted above, we will support and participate in a formal process to obtain the highest and best price for the Company for the benefit of all shareholders.

 

 
 

 

Management Team: Albion intends that the Company’s management team and key employees will continue to work at the Company for many years post-closing. Albion further expects to honor current management contracts and encourages you to view a movement to private ownership as a way of continuing your strategy without the burdens and costs of public company operations. Albion plans to establish an equity incentive pool for key members of management on terms to be agreed that are no less favorable than the equity compensation in place today.
   
Approvals: Execution of mutually acceptable definitive transaction and related agreements will be conditioned upon final board approval by Platform Co and the Company.
   
Regulatory: Albion is a United States investor, owned and controlled by US Citizens. We do not own a competing business. We have substantial experience in acquiring defense businesses and we do not believe there would be any material regulatory issues in completing this transaction.
   
Contact Information: Should you have any questions, please feel free to contact the undersigned:

 

Darren Farber

Managing Partner

Phone: +1-703-302-0207

Email: darren.farber@albionriver.com

 

It is understood that this letter is a non-binding indication of interest only, and nothing in this letter shall create a binding obligation on the part of any party hereto. This non-binding indication of interest remains contingent upon, among other things (i) satisfactory completion of our due diligence review of the Company, (ii) the receipt of financing for the transaction, and (iii) the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions.

 

While we would have preferred to keep our initial discussions regarding our proposal privately, since we currently own more than 5% of the outstanding shares of the Company, we will be required to file this letter as an exhibit to a Schedule 13D filing with the SEC.

 

We would therefore appreciate a response to this letter on or prior to April 4, 2024 at 5 pm (Eastern) and are requesting a meeting with you at your earliest convenience. Albion and our advisors are available to address any questions you may have in the meantime.

 

Very truly yours,  
   
Albion River LLC  
     
By:  
Name: Darren Farber  
Title: Managing Partner  

 

cc: Mark Schneiderman, Partner and General Counsel
  Christos Tsentas, Partner
   
  Eliot W. Robinson
  Jonathan Nesher
  (Bryan Cave Leighton Paisner LLP)
   
  Dan Zacchei
  (Longacre Square Partners LLC)

 

 

 

 

EXHIBIT B

 

Joint Filing Statement

 

Statement Pursuant to Rule 13d-1(k)(1)

 

The undersigned hereby consent and agree to file a joint statement on Schedule 13D under the Act with respect to the Common Stock, $0.01 par value, of Ducommun Incorporated, beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13D, thereby incorporating the same into such Schedule 13D.

 

Dated: April 8, 2024 Albion River Management LLC
     
  By: /s/ Mark Schneiderman
  Name: Mark Schneiderman
  Title: Chief Legal Officer

 

  Ignium LP
     
  By: Ignium GP, LLC, its general partner

 

  By: /s/ Mark Schneiderman
  Name: Mark Schneiderman
  Title: General Counsel

 

  Darren Farber
     
  By: /s/ Darren Farber