Welcome back to the Sunday edition of The Special Situation Report – your weekly update on event-driven investing opportunities. If you haven’t already, check out my latest Report on the Pearson / Apollo takeover situation. I hope to see you again next week; same time, same place.

Table of Contents:

1. Update on Developing M&A

2. Update on Shareholder Activism

3. Update on Other Special Situations

4. Announced M&A

Update on Developing M&A

• HomeServe (LSE: HSV) surged as Brookfield Infrastructure (BIP) announced its considering a possible takeover offer (Press Release)

• Kohl’s (KSS) continues to engage with select bidders (Press Release) with Hudson’s Bay the purported front runner (NY Post); Macellum continues proxy battle (Filing)

• Nielsen (NLSN) rejected a $25.40 / share takeover offer and plans to commence share buyback (Press Release); Elliott and Brookfield Asset Management (BAM) are weighing an increased offer (Bloomberg)

• Paramount Group (PGRE) rejected Monarch Alternative Capital’s $12 / share takeover proposal (Press Release)

• Southwest Gas (SWX) investor Carl Icahn extended his tender offer deadline and removed the regulatory approval condition on the offer (Filing)

• Switch (SWCH) has hired advisors and is reportedly considering a sale (Bloomberg)

• Turtle Beach (HEAR) activist Donerail Group nominated a full slate of candidates in the proxy contest (Filing); Citron Research says a takeover is imminent (Twitter)

• Xerox (XRX) deal speculation heightened as Chairman, Director step down (Press Release); Carl Icahn owns 17% and previously backed takeover of HP (HPQ)

Update on Shareholder Activism

• Atento (ATTO) activist Kyma Capital issued a letter calling on the company to immediately explore strategic alternatives with the goal of selling the company (Filing)

• Bed Bath & Beyond (BBBY) announced a cooperation agreement with Ryan Cohen; Company to add three new Directors to the Board and explore alternatives for buybuy BABY (Filing)

• Constellation Energy (CEG) gained as Corvex Management disclosed ownership stake (Seeking Alpha)

• GMS (GMS) 13D filer Coliseum Capital raised its stake to 12.8% (Filing)

• Huntsman (HUN) defeated Starboard’s board challenge (Reuters)

• Lazydays (LAZY) shareholder Kanen Wealth Management called for the Company to further evaluate M&A proposals (Press Release)

• Republic First Bancorp (FRBK) beneficial owner George Norcross sent a letter to the Board expressing concern with the lack of dialogue (Filing)

• Trecora Resources (TREC) activist Ortelius Advisors issued an open letter in proxy letter, calling for new directors and exploration of alternatives (Letter, Response)

• Verisk Analytics (VRSK) provided an update on strategic review and planned separation of Energy business, with input from D.E. Shaw (Press Release)

Update on Other Special Situations

• Alibaba (BABA) and Xiaomi (XIACY) announced massive buybacks; Tencent (TCEHY) may be next (Yahoo! Finance)

• Change Healthcare (CHNG) may announce a buyer for its ClaimsXten business as soon as next week (Seeking Alpha)

• Gulfport Energy (GPOR) has discussed a merger with Ascent Resources (Bloomberg)

• Prologis (PLD) said to bid more than $23bn for Blackstone’s (BX) Mileway logistics warehouse company (Reuters)

• Telecom Italia (MIL: TLIT) evaluates alternatives as KKR (KKR) confirmed interest; CVC and other PE firms are potentially interested as well (Reuters)

• Toshiba (TOSYY) shareholders rejected both a plan to break up the conglomerate (from management) and a plan to solicit takeover bids (from activists) (Reuters, Reactions)

• XPO Logistics (XPO) announced the divestiture of their North American intermodal business to STG Logistics for $710mm (Press Release)

Announced M&A

Target / Acquirer – Transaction Enterprise Value

Consumer / Retail

• Columbia Care (CCHWF) / Cresco Labs (CRLBF) – $2bn (Press Release, Presentation)

• Glacier Raft Company / Viad Corp (VVI) (Press Release)

Financials

• Alleghany (Y) / Berkshire Hathaway (BRK.A) – $11.6bn (Press Release)

• Emclaire Financial (EMCF) / Farmers National (FMNB) – $105mm (Press Release)

Gaming, Gambling, Lodging & Real Estate

• Hibernia REIT (LSE: HBRN) / Brookfield Asset Management (BAM) – $1.2bn (Press Release)

Industrials

• Huttig Building Products (HBP) / Woodgrain – $350mm (Press Release)

Technology, Media & Telecommunications

• Anaplan (PLAN) / Thoma Bravo – $10.7bn (Press Release)

• ArcaMax / Zeta Global (ZETA) (Press Release)

• Knowmadics / WaveDancer (WAVD) – $90mm (Press Release)

• The Wild / Autodesk (ADSK) (Press Release)

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