Monthly Archives: November 2014

Lone Star See Value in Cash-Rich O2Micro

(Market Cap $55M; Enterprise Value -$25M; Lone Star owns 5.6%) Purpose of Transaction.   The Reporting Persons purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to Lone Star Value, and the availability of Shares at…

Clinton Group Talks Options for Wet Seal

On November 19, 2014, CGI sent a letter to the Board of Directors of the Issuer  encouraging the Board to clarify the Board’s intent regarding the Issuer’s liquidity situation and its pro forma capital structure. CGI suggested the Issuer take the following strategic action: (i) increase its available liquidity by engaging alternate lenders, (ii) address…

Prospect Capital to Spin Off Multiple Business Units

(Market Cap $3.4B) Prospect Capital intends to unlock value by spinning off certain “pure play” business strategies to its shareholders. The company wants, through these spinoffs, to (i) expand business strategies that it has successfully grown and developed inside Prospect into pure play public companies with the potential for increased earnings multiples, (ii) allow for…

Legion Follows Up with Perry Ellis

Legion Partners, LLC, together with California State Teachers’ Retirement System released a letter sent to the board of directors of Perry Ellis International, Inc. requesting that the board of directors form a special committee to explore strategic alternatives.  Legion Partners and CalSTRS collectively own approximately 6.3% of Perry Ellis’ outstanding shares. Since the letter was sent…

Red Mountain Files 13D on Popeyes Louisiana

(Market Cap $1.2B; Red Mountain owns 5.1% at an average cost of $44.03 per share) Co Description: Popeyes Louisiana Kitchen, Inc. develops, operates, and franchises quick-service restaurants. The company operates in two business segments, Franchise Operations and Company-Operated Restaurants. As of October 5, 2014, it had 2,315 Popeyes restaurants under the Popeyes Chicken & Biscuits and…

Exterran to Spin Off International Unit

(Market Cap $2.4B) Exterran Holdings, Inc. is separating the company’s international contract operations, international aftermarket services and global fabrication businesses into a standalone, publicly traded company (SpinCo), resulting in two independent companies. Upon completion of the transaction, Exterran Holdings (RemainCo) will be a pure-play U.S. compression services business. RemainCo will hold interests in Exterran Partners, L.P., which…

Spring Owl and Cove go Activist on Forestar

Market Cap:  $610M Activist ownership: Spring Owl and Cove hold 6.2% Board & Management Ownership: 4.8% Top 5 Holders: NWQ Investment Management Company, LLC 13.36%BlackRock Institutional Trust Company, N.A. 8.48%Keeley Asset Management Corp. 7.53%The Vanguard Group, Inc. 6.38%Cove Street Capital, LLC 4.63% Company Description: Forestar Group Inc. operates in three business segments: real estate, oil and…

Graham to Spin Off Cable Unit

(Market Cap $4.6B) Graham Holdings Company is to proceed with plans for the complete legal and structural separation of Cable ONE, Inc., a Graham Holdings subsidiary, from Graham Holdings. Following the proposed transaction, Cable ONE will be an independent, publicly traded company. Graham Holdings intends to complete the proposed transaction in 2015. The proposed transaction will…

Broadfin’s Open Letter to Cardica Shareholders

On November 13, 2014, Broadfin Capital and its affiliates (“Broadfin”) issued an open letter to the Issuer’s shareholders.  In the letter, Broadfin highlighted the undisputed facts of the Issuer’s continual underperformance under the leadership of the Board of Directors of the Issuer (the “Board”) and set the record straight with regard to the Issuer’s unfounded recent…

Bravo Brio to Conduct Dutch Tender for Shares

(Market Cap $248M) Bravo Brio Restaurant Group, Inc.has commenced a modified “Dutch auction” tender offer to purchase up to $50 million in value of its common shares. The modified “Dutch auction” tender offer will be financed from borrowings under the company’s new, five-year $100 million senior secured credit facility. The tender offer is being made…

American Capital to Split into Three

(Market Cap $4.1B) American Capital, Ltd. will split the company’s businesses by transferring most of the corporation’s investment assets to two newly established business development companies (BDCs) and having American Capital continue primarily in the asset management business.  It is contemplated that American Capital will spin off the new BDCs to its shareholders, resulting in three, publicly-traded companies. The…

JANA Partners Supports Thomson to be Hertz’s CEO

November 6, 2014  Board of Directors Hertz Global Holdings, Inc. 999 Vanderbilt Beach Road, 3rd floor Naples, FL 34108 c/o: Linda Fayne Levinson, Independent Non-Executive Chair of the Board  Ladies & Gentlemen,  JANA Partners LLC (“we” or “us”) beneficially owns approximately 7% of the outstanding shares of Hertz Global Holdings, Inc. (“Hertz” or the “Company”). We…

Babcock to Spin Off Power Gen Unit

(Market Cap $3.3B) The Babcock & Wilcox Company has approved a plan for the tax-free spin-off of the Company’s Power Generation business to B&W’s shareholders. Babcock & Wilcox, which will comprise the Power Generation business, is a technology-based provider of advanced fossil and renewable power generation equipment that includes a suite of environmental controls, products, and…

Pinnacle Entertainment Agrees to Spin Off Under Pressure

Pinnacle Entertainment, Inc. has approved a plan to pursue a separation of the Company’s operating assets and its real estate assets into two publicly traded companies, subject to the successful resolution of various contingencies, including those outlined below. The Board reached this decision after reviewing various alternatives designed to maximize long-term shareholder value, including alternate…

Engaged Capital Sends Another Letter to Oplink

November 6, 2014     Fellow Oplink Shareholders:   Today marks the one-year anniversary of the last annual meeting of shareholders of Oplink Communications, Inc. (“Oplink” or the “Company”).  As of this writing, we are unaware of any steps taken by our Board of Directors (the “Board”) to call or prepare for the 2014 annual shareholder…

CHC Group to Conduct Rights Offering of Converts

(Market Cap $485M)  CHC Group Ltd. has commenced a rights offering for up to $100 million of convertible preferred shares. For each ordinary share of the company owned on the record date of Nov. 3, 2014, shareholders will receive at no charge a nontransferable right to purchase newly issued preferred shares through the rights offering….

Atlas Energy Files Form 10 for Spin Off

(Market Cap $1.9B) Atlas Energy, L.P has filed a Form 10 registration statement with the SEC in connection with the previously announced spin-off of ATLS’s non-midstream assets.  The distribution of Atlas Energy Group units to the ATLS unitholders is expected to be completed during the first quarter 2015, subject to the satisfaction of certain conditions…

Integra LifeSciences to Spin Off Spine Unit

(Market Cap $1.6B) Integra LifeSciences Holdings Corporation plans to spin off its Spine business to Integra shareholders on a tax-free basis. The spin-off will create a new publicly traded company called SeaSpine focused on developing, marketing and selling spine hardware and orthobiologics. Integra will continue to focus on providing specialty surgical solutions, orthopedics and tissue technologies…

Biolase Raises $35M in Private Placement

Biolase, Inc., a dental laser manufacturer and distributor announced that investors including Jack W. Schuler, Oracle Partners, L.P. and other Oracle funds, three funds managed by Camber Capital Management, LLC, Eagle Growth Partners I and II, Birchview Capital L.P., Trellus Partners, LP, CAC, LLC, and certain BIOLASE directors, officers, and employees have agreed to purchase…