Monthly Archives: July 2014

EveryWare Global Amends Loan gets Equity Infusion

EveryWare Global, Inc. has amended its Term Loan Agreement and ABL Facility. The Company also announced that it entered into a Securities Purchase Agreement with Monomoy Capital Partners, whereby Monomoy agreed to invest $20 million in return for EveryWare’s Series A Senior Redeemable Preferred Stock with a liquidation preference of $21.2 million and warrants to purchase…

AmREIT to Explore Strategic Alternatives

AmREIT, Inc. has determined to explore strategic alternatives to enhance stockholder value. During this process, the Company will continue to pursue its existing business plan. AmREIT also announced that after a comprehensive review and consultation with its advisors, its Board has rejected the previously announced unsolicited and conditional proposal by Regency Centers Corporation to acquire…

Windstream to Spin Off REIT

(Market Cap $7.5B) Windstream, a provider of network communications announced plans to spin off certain telecommunications network assets into an independent, publicly traded real estate investment trust (REIT). The transaction will enable Windstream to accelerate network investments, provide enhanced services to customers and maximize shareholder value. The transaction will allow the REIT, which will own…

JANA Sends Letter to PetSmart Board Demanding Sale

      July 29, 2014   Board of Directors PetSmart, Inc. 19601 North 27th Avenue Phoenix, Arizona 85027 Attention: David K. Lenhardt, President and Chief Executive Officer Ladies and Gentlemen, JANA Partners LLC (“we” or “us”) beneficially owns 9.8% of the outstanding shares of PetSmart, Inc. (“PetSmart” or the “Company”), making us its largest shareholder…

Gabelli Wants WPP to Remove Poison Pill

Proposal No. 4—Shareholder Proposal Regarding Approval of Rights Plan         Information regarding a shareholder proposal is set forth below. Wausau Paper Corp. disclaims any responsibility for this precatory proposal and statement of support, which is presented as received from the shareholder. Gabelli Funds, LLC (“Gabelli”), located at One Corporate Center, Rye, NY 10580-1422, which owns more than…

Orange Capital Issues Letter to Pinnacle Entertainment

  PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On July 24, 2014, the Reporting Persons issued a press release (the “July 24 Press Release”) announcing their dissatisfaction with the Issuer’s response to the Reporting Persons’ April 16, 2014 letter recommending that the…

Broadfin Capital’s 13D on Cardica

  Purpose of Transaction. The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale…

Starboard Takes Darden to Court

  Purpose of Transaction. Item 4 is hereby amended to add the following: On July 23, 2014, Starboard Value LP (“Starboard”) filed a Complaint in the Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida against the Issuer seeking an order to compel the Issuer to provide Starboard with certain books…

FBR to Conduct Dutch Tender for 9.9% Shares

(Market Cap $304M) FBR & Co. has commenced a modified “Dutch auction” tender offer to purchase up to one million shares, or about 9.9%, of its outstanding common stock, at a price of not less than $28.00 and not more than $29.00 per share. The tender offer will expire at 12:00 midnight, New York City…

Elliott Assoc Files 13D on Interpublic Group

(Market Cap $8.4B; Elliott owns 6.7%) Purpose of Transaction.   The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities are undervalued and represent an attractive investment opportunity.     The Reporting Persons seek to engage in a constructive dialogue with the Issuer’s Board of Directors regarding steps…

Engaged Capital has Ideas for Jamba

(Market Cap $214M; Engaged owns 7% at an average cost of $11.38 per share) The Reporting Persons acquired the Shares because, in their opinion, such Shares are undervalued and represent an attractive investment opportunity.   The Reporting Persons believe the Issuer possesses multiple paths to value creation, including: (i) right-sizing the Issuer’s G&A cost structure, (ii)…

Philadelphia Financial Discloses ITG Letter and Slide Deck

        July 21, 2014   Ms. Maureen O’Hara Chairman Investment Technology Group, Inc. One Liberty Plaza 165 Broadway New York, NY  10006   Dear Ms. O’Hara,   Philadelphia Financial Management of San Francisco, LLC and certain of its affiliates (collectively “we”) beneficially own approximately 6.26% of the outstanding common shares of Investment Technology Group,…

Lone Star Gets Board Seat at Dakota Plains

Purpose of Transaction. Item 4 is hereby amended to add the following: On July 21, 2014, the Issuer increased the size of its board of directors (the “Board”) from six (6) to seven (7) members and appointed William DeRosa, Director of Research of Lone Star Value Management, to fill the resulting vacancy on the Board….

Philadelphia Financial Wants ITG to Look for Buyer

(Market Cap $658M; Philadelphia Fin’l owns 6.3%) The Reporting Persons acquired their shares of Common Stock based upon their view that the stock is trading below its intrinsic value due to inappropriate management of the Issuer by its current CEO. The Reporting Persons seek to influence the board of directors of the Issuer to change…

Biglari Holdings to Conduct $100M Rights Offering

(Market Cap $720M)  Biglari Holdings Inc announced the terms of a new offering of transferable subscription rights. Pursuant to the Rights Offering, the Company will distribute one transferable subscription right for each share of its common stock to shareholders of record at the close of business on August 19, 2014. Every five (5) Rights will…

Legion Partners Points to Perry Ellis Under-valuation

(Market Cap $261M; Legion Partners owns 5.9%) The Reporting Persons purchased the Shares based on each of the Reporting Persons’ respective belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that…

Elliott Assoc Reaffirms Offer for Riverbed

Elliott recently acquired additional Common Stock and is interested in further acquiring additional shares of Common Stock at the current market price.  However, due to the poison pill installed by the Issuer’s Board of Directors, Elliott is constrained from acquiring additional shares. Elliott has had recent dialogue with the Issuer in which Elliott shared its…

Starboard Condemns Darden Board for Value Destruction

(Market Cap $5.8B) On July 15, 2014, Starboard Value LP (“Starboard”) delivered a letter to the Board of Directors (the “Board”) of the Issuer.  In the letter, Starboard highlighted the need for a new direction and new leadership at the Issuer.  Starboard condemned the Board for the recent value destruction at the Issuer, including the…

JEC Dares Synacor Board to Call a Special Meeting

Dear Board of Directors: One month ago, we began publicly sharing our views about your mismanagement of Synacor and have since spoken with many other shareholders who share our concerns. Not a single shareholder has indicated they are pleased with your actions or are confident in the direction of Synacor under your leadership. You have…

Noble Corp Provides Spin-Off Details

(Market Cap $8.1B) Noble Corporation plc board of directors has approved the spin-off of Paragon Offshore plc, a wholly-owned subsidiary of Noble, through a pro rata distribution of an aggregate of 84,753,393 Paragon ordinary shares to the holders of Noble ordinary shares. Noble shareholders will receive one ordinary share of Paragon for every three ordinary…

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