SWK Holdings Corp (SWKH)

[Enterprising Investor]

Change of Control (8/27/14)

This Information Statement is being furnished by SWK Holdings Corporation (the “Company,” “we,” “us” or “our”) pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated under the Exchange Act (“Rule 14f-1”). This Information Statement is being provided solely for informational purposes and not in connection with a vote of our stockholders.

This Information Statement is being mailed on or about August 27, 2014 to the holders of record at the close of business on August 22, 2014 of our common stock, par value $0.001 per share (“Common Stock”), regarding a change of a majority of the members of our board of directors (three out of five members) to be effected in connection with a transaction between us and Carlson Capital, L.P. (“Carlson”).

On August 18, 2014, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Carlson. Pursuant to the terms of the Purchase Agreement, on August 18, 2014, Double Black Diamond Offshore Ltd. (“Double Black Diamond”) and Black Diamond Offshore Limited (“Black Diamond”), funds affiliated with Carlson (collectively, the “Stockholder”), acquired 55,908,000 newly issued shares of Common Stock for a purchase price of $1.37 per share or an aggregate purchase price of $76,593,960 (the “Initial Closing”). Prior to August 18, 2014, the Stockholder and its affiliates beneficially owned approximately 29.8% of our Common Stock. In addition, an affiliate of Carlson is the lender under our credit facility. Following the acquisition of the 55,908,000 shares of Common Stock at the Initial Closing, the Stockholder and its affiliates beneficially own approximately 69.0% of our outstanding Common Stock. As a result of its ownership of a majority of our outstanding Common Stock, the Stockholder is able to control all actions to be taken by stockholder vote, including elections of the members of our board of directors.

In connection with the Purchase Agreement, effective as of the Initial Closing, William Clifford, Michael Margolis and John Nemelka resigned from our board of directors and we agreed to appoint the following persons nominated by the Stockholder to fill the vacancies created: Christopher W. Haga, D. Blair Baker and Edward B. Stead. Mr. Stead was appointed as a Class II director for a term expiring in 2017, and Mr. Baker and Mr. Haga were appointed as Class III directors for terms expiring in 2014. Information about the appointees to the board of directors is provided under the heading “Changes to the Board of Directors” below.

As a result of a change in a majority of the members of our board of directors (three out of five members), pursuant to Rule 14f-1 we are required to file with the Securities and Exchange Commission (the “SEC”) and transmit to our stockholders this Information Statement ten days before the appointments of Messrs. Haga, Baker and Stead become effective.

http://www.sec.gov/Archives/edgar/data/1089907/000155278114000771/e00285_swkh-sc14f1.htm