The Special Situation Report #190: November 30 Roundup
Summary of the Week in Special Situations
Table of Contents:
Update on Developing M&A
Update on Shareholder Activism
Update on Other Special Situations
Announced M&A
C-Suite Sudden Departures
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I hope that those who celebrate, had a wonderful Thanksgiving weekend! It was good to taking a moment to be grateful for life’s blessings and show gratitude towards people that were kind, showed support and made a positive difference in my life.
Special situations activity was generally muted during a holiday shortened week.
Update on Developing M&A
E.W. Scripps (SSP): Sinclair (SBGI) submitted a proposal to acquire all outstanding shares of E.W. Scripps for $7 per share, consisting of $2.72 in cash and $4.28 in stock based on approximately $325 million in estimated synergies. (13D Filing)
Grindr (GRND): The Special Committee decided to cease engagement with respect to a non-binding, unsolicited take-private proposal from large shareholders Ray Zage and James Lu to acquire Grindr for $18 per share in cash. (Press Release)
Performance Food (PFGC): US Foods (USFD) terminated the information sharing process with Performance Food by mutual agreement and will no longer pursue a potential combination. (Press Release)
Warner Bros Discovery (WBD): Has asked potential buyers to submit improved offers by December 1. (Reuters)
Rumors
Genco Shipping & Trading (GNK): Diana Shipping (DSX) submitted a letter to the Board of Genco Shipping & Trading setting forth a proposal to acquire all of the outstanding shares of Genco for $20.6 per share in cash. (Press Release)
Update on Shareholder Activism
Axalta (AXTA): Investor Shapiro Capital Management is urging Axalta Coating to restructure its proposed merger with Dutch peer AkzoNobel (AKZOF). (WSJ)
BlackLine (BL): Engaged Capital submitted a demand letter to BlackLine to inspect books and records relating to the Board’s handling of multiple acquisition offers. (Press Release)
Orion Properties (ONL): The notice submitted by Kawa, which purported to nominate five candidates to stand for election to Orion’s Board, is invalid. (Press Release)
Six Flags (FUN): JANA Partners announced it applauds the company’s hiring of John Reilly as CEO. (Press Release)
UniFirst (UNF): Activist investor Engine Capital issued an open letter to the company’s trustees, Carol Croatti, Matthew Croatti, Cynthia Croatti, and Cecelia Levenstein, and the Board, regarding the urgent need to strengthen the Board and pursue a sale of UniFirst. (Press Release)
Update on Other Special Situations
Unilever (UL): The Magnum Ice Cream Company said it had completed a 3 billion euro ($3.48 billion) debut bond issue that was oversubscribed seven times, less than two weeks before the company will finalise a spinoff from Unilever and list in Amsterdam. (Reuters)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Consumer Cyclical
The Brand House Collective (TBHC) / Bed Bath & Beyond (BBBY) - $123.76 mn, Q1 2026 (Press Release, Merger Agreement)
Financial Services
Blue Foundry (BLFY) / Fulton Financial (FULT) - $243 mn, Q2 2026 (Press Release, Merger Agreement)
Sudden Departures
“Sudden Departures” highlights executive exits announced with short notice, where the executive is expected to leave within 30 days.
Beyond Air (XAIR): Chief Financial Officer Doug Larson resigns effective December 5, 2025. (Filing)
DigitalOcean (DOCN): Chief Product and Technology Officer Bratin Saha resigns effective November 26, 2025. (Filing)
Keurig Dr Pepper (KDP): Chief Financial Officer Sudhanshu Priyadarshi resigns effective November 25, 2025. (Filing)
RCI Hospitality (RICK): President and Chief Executive Officer Eric Langan and Chief Financial Officer Bradley Chhay resign effective November 28, 2025. (Filing)
Shuttle Pharmaceuticals (SHPH): Chief Financial Officer Timothy Lorber resigns effective November 21, 2025. (Filing)
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