The Special Situation Report #8: 3/13 Roundup

Summary of the Week in Special Situations

Mar 13, 2022

The Special Situation Report’s bread and butter are small, analyst-starved companies in consolidating industries.

In that vein, I hope you enjoyed part one and part two of my series on community banks. It will be an area of continued interest for the Report.

I have no lack of ideas in this hot market. I’m trying to work through the proper cadence and length for our emails. Let me know if you have any suggestions.

Update on Developing M&A

Aurinia Pharmaceuticals (AUPH) gained on rumors that investors are pushing for sale (Seeking Alpha)
Bed Bath & Beyond (BBBY) has a new activist in Ryan Cohen, who urged the Company to evaluate a spin-off or full sale (Filing)
Cano Health (CANO) investor Third Point filed 13D, pushing the Company to explore strategic alternatives (Filing)
CDK Global (CDK) rumored to draw interest from private equity firms (Seeking Alpha)
Clean Harbors (CLH) gained amid reported interest from Waste Management (WM) (Seeking Alpha)
DoorDash (DASH) considered a takeover of Deliveroo (LSE: ROO) (Fortune)
Heartland Financial (HTLF) Chairman announces retirement, urges Company to explore sale in 13D (Filing)
Just Eat Takeaway (GRUB) jumped on takeover speculation (Seeking Alpha)
Kohl’s (KSS) said financial advisor Goldman Sachs (GS) has engaged with over 20 parties amid proxy battle with Macellum (Filing)
Lazydays (LAZY) gained after B. Riley (RILY) disclosed $25 / share offer (Filing)
Merit Medical Systems (MMSI) rumored to be exploring sale (Reuters)
nCino (NCNO) jumped on takeover speculation (Seeking Alpha)
Pearson (PSO) gained on disclosure of Apollo’s (APO) advances (Press Release)
Toshiba (TOSYY) shareholder Farallon urges company to explore sale as plan to split into two opposed by Glass Lewis & ISS (Reuters)

Update on Shareholder Activism

Canadian Pacific Railway (CP) has a new investor in Bill Ackman (Filing)
Codorus Valley (CVLY) activist Driver Management continues to press management and Board (Filing)
Delek (DK) announced agreement to repurchase shares from Icahn (Filing)
Dollar Tree (DLTR) announced reconstitution of Board and new Executive Chair (Filing)
FedEx (FDX) gained after CNBC’s David Faber mentioned the Company as a potential activist target (Seeking Alpha)
Huntsman (HUN) activist Starboard issues supplemental materials (Filing)
Purple Innovation (PRPL) investor Coliseum Capital up to 35% ownership (Filing)
Radius Health (RDUS) investor Velan Capital disclosed 3% stake in 13D (Filing)
Republic First Bancorp (FRBK) beneficial owner George Norcross filed supplemental books and records demand & lawsuit (Filing 1, Filing 2)
SciPlay (SCPL) activist investor Engine Capital disclosed intent to nominate two director candidates (Filing)
SLM Corp (SLM) investor Impactive Capital disclosed 6% stake in 13D (Filing)
Southwest Gas (SWX) activist Carl Icahn issued open letter to shareholders (Filing)
Ventas (VTR) activist Land & Buildings nominated founder Jonathan Litt to Board in contested proxy (Filing)
WisdomTree (WETF) largest shareholder pushes for Board and management changes (Filing)

Update on Other Special Situations

Spin-Offs

XPO Logistics (XPO) announced planned spin-off, divestitures (Presentation)

Other

Encompass Health’s (EHC) home health and hospice unit draws interest from Aveanna Healthcare (AVAH) and Advent (Reuters)
Exxon (XOM) weighs Bakken asset sale (Bloomberg)
Intel’s (INTC) Mobileye files for IPO (Reuters)
Limelight Networks (LLNW) acquired Edgecast Networks from Yahoo (Yahoo Finance)
UPL (NSE: UPL) in merger talks with CF Industries (CF), FMC Corp (FMC) (Mint)

List of Announced M&A

Target / Acquirer – Transaction Enterprise Value

Energy & Natural Resources

Swire Pacific / Tidewater (TDW) – $190mm (Press Release, Presentation)
Torrington Water (TORW) / Aquarion – $70mm (Press Release)
Whiting Petroleum (WLL) / Oasis Petroleum (OAS) – $6bn MOE (Press Release, Presentation)

Financials

Global Risk / Brown & Brown (BRO) (Press Release, Presentation)

Healthcare

vitaCare / GoodRx (GDRX) – $157mm (Press Release, Presentation)

Industrials

Cornerstone Building Brands (CNR) / CD&R – $5.8bn (Press Release)
Intertape Polymer (TSX: ITP) / Clearlake – $2.6bn (Press Release)
Precoat Metals / AZZ (AZZ) – $1.3bn (Press Release)
Vectrus (VEC) / Vertex – $861mm (Press Release)

Technology, Media & Telecommunications

Mandiant (MDNT) / Google (GOOGL) – $5.4bn (Press Release)

Thank you for reading; that’s all for this week - the next roundup edition will arrive the evening of Monday, March 21. Just reply to this email to get in touch, or follow us on Twitter.

The Special Situation Report