Monthly Archives: February 2016

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Hilton to Spin Off TimeShare Biz ($20B)

Hilton Worldwide plans to enhance long-term shareholder value by spinning off the bulk of its real estate business into a publicly traded real estate investment trust (REIT) and by spinning off its timeshare business, Hilton Grand Vacations (HGV), as a separate publicly traded company. “The transactions we announced today will result in three pure-play companies, enabling…

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JANA Takes Activist Stake in Team Health ($3.2B)

JANA Partners disclosed ownership of 5.984M shares (8.1%) acquired at an average cost of $39.10 per share or 12% below current price of $44.49. PURPOSE OF TRANSACTION. The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. JANA believes that the Issuer has made missteps in…

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Icahn Now Owns 60% of American Railcar

On February 23, 2016, ARII disclosed in its Annual Report on Form 10-K that under the Program, it repurchased 166,970 Shares during the three months ended December 31, 2015 and 161,085 Shares subsequent to December 31, 2015. As a result of the repurchase of such Shares by the Issuer under the Program, the Percentage Ownership…

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Diamond Resorts to Explore Strategic Alts ($1.7B)

The Board of Directors (the “Board”) of Diamond Resorts International, Inc. announced that it has formed a Committee of Independent Directors to explore strategic alternatives to maximize shareholder value. The Committee has retained Centerview Partners LLC as its financial advisor. David Palmer, President and Chief Executive Officer, Diamond Resorts International, said, “Today we announced our…

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Why I am Long Green Brick Partners (GRBK)

Ticker GRBK Revenue (LTM) $273M EV/Rev 1.0x Stock price $5.58 Pre-Tax Income (2015) $22M-$24M P/PTI 12x FD Shares 48.8 TBV $364M P/TBV 0.7x Market Cap $271 Backlog $98M Exchange Nasdaq Cash $14 Net Debt/Equity 3.0% 52-wk H $14.94 Total Debt $25 Float (M) 12 52-wk L $4.75 TEV $282 Shares Short (M) 1.01 Div Yld…

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Bulldog Critical of Hill International ($168M)

Bulldog owns 3.94 million shares or 7.65% of the total outstanding. February 17, 2016 Irvin E. Richter, Chairman Bryan W. Clymer, Lead Independent Director Hill International, Inc. One Commerce Square 2005 Market Street, 17th Floor Philadelphia, Pa 19103 Dear Messrs. Richter and Clymer: We received your letter dated February 4, 2016 (1) rejecting our proposal…

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Gilat to Conduct Rights Offering ($162M)

Gilat Satellite Networks Ltd.  a satellite networking technology, solutions and services company, announced today that it has commenced a rights offering for approximate gross proceeds of $35.3 million.  Gilat has granted, at no charge to the holders of record of its Ordinary Shares, par value NIS 0.20 per share, as of 5:00 p.m., New York…

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Broadwood Follows up on STAAR Surgical ($256M)

Broadwood Partners raised its stake to 10.4 million shares (26.2%) from 9.7 million shares (24.3%) by purchasing shares at prices from $6.01 to $6.4193.  Purpose of Transaction. The Reporting Persons acquired their Shares of the Issuer for investment purposes. The Reporting Persons have no plans or proposals which, other than as expressly set forth below,…

Steel Bids for Post-Reorg School Specialty ($70M)

Steel Partners Holdings L.P. 590 Madison Avenue Floor 32 New York, NY 10022 February 9, 2016 James Henderson Chairman School Specialty, Inc. W6316 Design Drive Greenville, WI 54942 Re: Proposal to Purchase School Specialty, Inc. Dear Jim: As you know, we have been a significant stakeholder in School Specialty, Inc. (“SSI” or the “Company”) for…

Central Square’s Latest Letter to PICO ($196M)

Central Square owns 1.29 million shares or 5.6% of the total outstanding at an average cost of $17.31 per share, 104% higher than Friday’s close of $8.49. On February 12, 2016, Central Square Management (together with its affiliates, “Central Square”) delivered a letter to the Issuer’s Board of Directors (the “Board”) responding to the Issuer’s…

Elliott Assoc. Ups Stake in Cabela’s ($2.85B)

In an amended 13-D filing on 2-11-16, Elliott Associates disclosed an 11.2% stake in Cabela’s via 7.4% ownership in common shares and another 3.8% via derivatives. Here is what Elliott had included in its original 13-D filing dated 10-28-15: Purpose of Transaction. The Reporting Persons purchased the securities of the Issuer reported herein based on…

Edenbrook Cap Goes Activist on YuMe ($103M)

In an original 13-D filed on 2-12-16, Edenbrook disclosed a 1.76 million share ownership or 5.1% of the total outstanding shares.  Edenbrook’s average cost is $3.37 per share, 13% above Friday’s close of $2.98.  See previous posts on YuMe linked below for more information. Purpose of Transaction. The Reporting Persons acquired the Common Stock to…

“Worst-in-Class” Governance at Mattress Firm

February 8, 2016 Board of Directors Mattress Firm Holding Corp. 5815 Gulf Freeway Houston, TX 77023 To the Board of Directors: For over three years, investment funds managed by 40 North Management LLC (“40 North”) have been shareholders of Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”) and currently hold approximately 8.5% of the…

Best & Worst 2014 Spin-Offs

Ticker Co Name Mkt cap($MM) Began Trading 1st Day Close Current Price Return 52-Wk-H Off 52-W-H PGNPF Paragon offshore 7 7/23/14 $11.68 $0.08 -99% $3.40 -98% SSE Seventy Seven Energy 18 6/17/14 $24.64 $0.32 -99% $6.30 -95% CRC California Resources 399 11/13/14 $8.10 $1.03 -87% $9.86 -90% CTRV ContraVir Pharma 27 2/10/14 $0.75 $0.98 31%…

Fortress Commences Dutch Tender for Shares

Fortress Investment Group LLC (NYSE:FIG) (“Fortress” or the “Company”) announced today the commencement of a modified “Dutch auction” self-tender offer to repurchase up to $100,000,000 in cash of its Class A shares, representing limited liability company interests in the Company, at a price per share within the range of $4.25 to $4.75, less applicable withholding…

Starboard Goes Active on Marvell Tech

On Feb 3, 2016, Starboard disclosed a 6.7% ownership in a 13D; 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…

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