Monthly Archives: March 2014

Starboard Sees Future Spin-Off from TQNT-RFMD Merger

Item 4. Purpose of the Transaction.   Item 4 is hereby amended to add the following:   Starboard Value LP and its affiliates (collectively, “Starboard”) believe the Issuer’s announcement to merge with RF Micro Devices, Inc. (“RFMD”) and form a new company (“NewCo”) is in the best interests of shareholders and has the potential to…

Lands’ End and Sears Trading When-Issued

(Market Cap $970M) Sears Holdings’ Lands’ End spin-off has begun trading in the “when-issued” market under ticker symbol LEDMV.  Also, Sears Holding, ex-LEDMV, is trading under ticker SHLDV. 1. Quick math here is that the exchange ratio is 1 share of Lands’ End for every 3.32 shares of Sears.   2. Total shares to be…

Baxter Announces Spin-Off

(Market Cap $38B) Baxter International Inc. is separating into two, independent companies — one focused on developing and marketing biopharmaceuticals and the other on medical products. Baxter believes that the separation will result in material benefits to the stand-alone companies, including: Greater management focus on the distinct businesses of biopharmaceuticals and medical products Ability to…

FrontFour Send Letter to Sensient

FrontFour Capital Group LLC 35 Mason Street, 4th Floor Greenwich, CT 06830 March 19, 2014 Dear Fellow Sensient Shareholders: Vote the Enclosed GREEN Proxy Card Today to Elect FrontFour’s Four Highly Qualified Independent Directors Whose Interests Are Directly Aligned With ALL Sensient Shareholders FrontFour Master Fund, Ltd., together with its affiliates (“FrontFour”), is a significant…

Avi Management Disappointed with Cbeyond

  Purpose of Transaction. The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity.  The Reporting Persons are disappointed with the continued poor financial and operational performance of the Issuer. The Reporting Persons have engaged, and expect to continue to engage, in discussions with management and…

Clinton Group Makes Case for Nutri Systems Stock Buyback

(Market Cap $421M) March 24, 2014 Ms. Dawn ZierChief Executive OfficerNutriSystem, Inc.600 Office Center DriveFort Washington, PA 19034 Re: Creating Additional Shareholder Value at NutriSystem, Inc. Dear Ms. Zier: I write again on behalf of Clinton Group, Inc., the investment manager to several partnerships and funds (“Clinton Group”) that collectively own more than 6% of…

Ken Langone Adds to Holding in Cash Rich Geeknet

(Market Cap $94M; Enterprise Value $40M; Langone owns 11.24%) Item 3.  Source and Amount of Funds or Other Consideration.   On March 14, 2014, Mr. Langone used personal funds to purchase 417,736 shares of Common Stock for an aggregate purchase price of $5,848,304 in a privately negotiated transaction.   Item 4.  Purpose of Transaction.   Mr. Langone…

Safeway to Distribute Blackhawk Networks Shares

Safeway Inc. has declared a special stock dividend to its stockholders of all of the 37.8M shares of Class B common stock of Blackhawk Network Holdings, Inc. owned by Safeway, representing approximately 94.2% of the total outstanding shares of Blackhawk’s Class B common stock and approximately 72.0% of the total number of shares of Blackhawk…

Discovery Group Files 13D on ReachLocal

  The Reporting Persons acquired beneficial ownership of the shares of Common Stock reported herein as part of their investment activities on behalf of Discovery Equity Partners.  The Reporting Persons acquired the shares of Common Stock reported herein because they believe that the trading prices of the Common Stock do not adequately reflect the potential value…

Engaged Capital Hires Specialists to Advise on Abercrombie

Engaged Capital, an investment firm specializing in small and mid-cap North American equities and stockholder of Abercrombie & Fitch Co. has retained a leading independent global professional services firm to assist Engaged Capital in setting a new direction for Abercrombie. The firm has decades of experience in the retail and apparel sector, including the turnaround…

Clinton Group Happy with Wet Seal’s Actions

(Market Cap $131M) Mr. John GoodmanChief Executive OfficerThe Wet Seal, Inc.26972 BurbankFoothill Ranch, CA 92610  RE: Progress at Wet Seal  Dear Mr. Goodman: I write on behalf of Clinton Group, Inc. and its various affiliates and associates (“Clinton Group”), which together own more than 7% of the outstanding stock of The Wet Seal, Inc. (“Wet…

Golden Gate has Great Respect for ANN Inc

(Market Cap $1.7B; Golden Gate owns 9.5%) The Reporting Persons are experienced public and private equity and specialty retail investors and believe that the Common Stock is an attractive investment that is undervalued by market participants. The Reporting Persons have great respect for the Issuer, its management team and its Board of Directors (the “Board”)…

Shah Writes to Beaten Up Corinthian

(Market Cap $122M) Corinthian Colleges Inc.6 Hutton Centre Drive, Suite 400Santa Ana, California 92707 To Distinguished Members of the Board: Shah Capital has been invested in Corinthian Colleges for over 3 years and is now the second largest shareholder, owning 5.7% of the companys outstanding shares. We have continued to increase our stake in Corinthian because we trust…

Hertz to Spin Off Rental Biz

(Market Cap $12.2B) The Hertz Corporation has approved plans to separate into two independent, publicly traded companies. The two companies will be “Hertz,” comprised of the Hertz, Dollar, Thrifty and Firefly rental car businesses as well as Donlen, a provider of fleet leasing and management services, and “HERC,” the Hertz Equipment Rental Corporation. The separation…

Soros Files 13D on Penn Virginia

(Market Cap $987M; Soros owns 9.18%) The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.   The Reporting Persons acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer’s Common Stock represented an attractive investment opportunity.  The Reporting Persons believe…

Chesapeake Files for Possible Spin-Off

(Market Cap $16.1B) Chesapeake Energy Corporation announced that Chesapeake Oilfield Operating, L.L.C. (COO), its wholly owned subsidiary, has filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission. COO currently conducts the operations of Chesapeake’s oilfield services division, Chesapeake Oilfield Services (COS). The Form 10 contains a preliminary information statement about…

Privet Ups Stake in RELM Wireless

Item 4 is hereby amended to add the following: The Reporting Persons have engaged in ongoing good faith discussions with the current Board regarding its composition.  As of March 12, 2014, these discussions have not resulted in any agreement, and the Reporting Persons have no expectation that an agreement will be reached in the future. …

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