The Special Situation Report #6: 2/27 Roundup

Summary of the Week in Special Situations

Feb 27, 2022

Welcome to the latest iteration of The Special Situation Report: your one-stop-shop for finding interesting special situation investing opportunities. Stay tuned for an editorial report coming this Thursday.

If you are new around here, click here to join.

Update on Developing M&A

Bally’s (BALY) Special Committee “considering the proposals” (Transcript, Twitter)
Cemtrex (CETX) initiated a process to evaluate strategic alternatives (Press Release)
Envestnet (ENV) tapped Piper Sandler to run a sales process according to press (Barron’s)

LVMH (EPA: MC) considered Ralph Lauren (RL) acquisition according to press (Axios)
NiSource (NI) initiated a strategic review; to weigh merger or sale after push from Elliot (Transcript, Bloomberg)

Playtech (LSE: PTEC) formed an independent committee to evaluate M&A proposals (MarketWatch)

Renewable Energy Group (REGI) in talks to sell to Chevron (CVX) (Bloomberg)

Worldline (EPA: WLN) entered exclusive talks to sell TSS unit to Apollo (APO) for $2.6bn (Press Release)
Zendesk (ZEN) terminated merger with Momentive (MNTV) (Press Release)

Update on Shareholder Activism

Aerojet Rocketdyne (AJRD) activist investor Steel Partners released a shareholder letter (Filing)
Allot (ALLT) activist investor Outerbridge Capital filed a 13D and proposed appointment of shareholder representative to the Board (Filing)
Catalyst Biosciences (CBIO) activist investor Julian Singer prepares for a proxy contest (Filing)
Huntsman (HUN) activist investor Starboard filed a proxy supplement (Filing)
Kohl’s (KSS) activist investor Macellum issued press release highlighting pattern of anti-shareholder actions (Press Release)
Lee Enterprises (LEE) continues to swat away lawsuits from Alden (Quad Cities)
LXP Industrial Trust (LXP) activist investor Land & Buildings updated proxy materials (Filing)
McDonald’s (MCD) issued statement in response to Carl Icahn (Press Release)
Newpark Resources (NR) reached agreement with Bradley Radoff (Filing)
Pearson (PSO) activist investor Cevian increased stake to 10.2% (MarketWatch)
Pennsylvania REIT (PEI) activist investor Cygnus nominated Board candidates (Filing)
Republic First Bancorp (FRBK) beneficial owner Norcross requested approval to exceed 10% ownership cap (Filing)
Icahn extended the tender offer period at Southwest Gas (SWX) (Filing)
Tessco Technologies (TESS) activist investor Lakeview delivered a letter nominating 4 director candidates (after previously proposing to acquire the company for $7.50 / share) (Filing)

Update on Other Special Situations

Amicus Therapeutics (FOLD) canceled plan to spin-off its gene therapy assets via SPAC (Filing)
Belden (BDC) announced completion of Tripwire divestiture (Press Release)
EverQuote (EVER) announced private placement by Chairman (Filing)
Ford (F) has no plans to spin-off EV or ICE business (Reuters)
Kennedy Wilson (KW) announced investment by Fairfield Financial (TSE: FFH) (Press Release)
Macy’s (M) opts against spin-off of e-commerce business (WSJ)
tZERO announced strategic funding round le by Intercontinental Exchange (ICE) (Press Release)
Volkswagen (VWAGY) is preparing to spin off Porsche (NY Times) (Reuters)

List of Announced M&A

Target / Acquirer – Transaction Enterprise Value

Consumer / Retail

BrandsMart / Aaron’s (AAN) – $230mm (Press Release, Investor Presentation)
Omnivore/ Olo (OLO) (Press Release)

Energy & Natural Resources

ExxonMobil’s (XOM) shallow-water Nigeria oil assets / Seplat Energy (LSE:SEPL) (Press Release) – $1,583mm

Financials

BT Holdings / Origin Bancorp (OBNK) – $314mm (Press Release, Investor Presentation)
Longbridge Financial / Ellington Financial (EFC) – $75mm (Press Release)
Technisys / SoFi Technologies (SOFI) – $957mm (Press Release, Investor Presentation)
TORA / London Stock Exchange (LSE: LSEG) – $325mm (Press Release)
Verisk’s (VRSK) financial services unit / TransUnion (TRU) –$515mm (Press Release)

Gaming, Gambling, Lodging & Real Estate

Peninsula Pacific Entertainment / Churchill Downs (CHDN) – $2,485 (Press Release)
Nugget Casino / Century Casinos (CNTY) (Press Release)– $195mm

Healthcare

Alchemee / Taro Pharmaceutical (TARO) (Press Release)
Channel Biosciences / Biohaven Pharmaceutical (BHVN) (Press Release)
KPI Ninja / Health Catalyst (HCAT) (Press Release)

Industrials

ACV Auctions (ACVA) announced the acquisition of Drivably (Press Release)
KAR Global’s (KAR) ADESA business / Carvana (CVNA) – $2,200mm (Press Release, Investor Presentation)
Kumovis & Titan Additive / 3D Systems (DDD) (Press Release, Press Release)
Meritor (MTOR) / Cummins (CMI) – $3,689mm (Press Release, Investor Presentation)
Rockford Corporation / Patrick Industries (PATK) (Press Release)
South Jersey Industries (SJI) / J.P. Morgan Investment Management – $7,829mm (Press Release)

TEAM Accessories / Moog (MOG.A) (Press Release)
Tenneco (TEN) / Apollo (APO) –$6,376mm (Press Release)

Technology, Media & Telecommunications

Area 1 Security / Cloudflare (NET) – $162mm (Press Release)
BA Insight / Upland Software (UPLD) – $34mm (Press Release)
Houghton Mifflin Harcourt (HMHC) / Veritas Capital – $2,671mm (Press Release)
Infutor / Verisk (VRSK) (Press Release)
Linutronix / Intel (INTC) (Press Release)
TEGNA (TGNA) / Standard General – $8,870mm (Press Release)

Thank you for reading, that’s all for this week - the next roundup edition will arrive Sunday, March 6.

Follow on Twitter.

The Special Situation Report