InsideArbitrage Event Driven Monitor – October 12, 2022

Quick updates on the event-driven strategies we follow on InsideArbitrage. As expected, on account of the EDGAR holiday on Monday, insider transactions filed on Tuesday increased significantly.

Merger Arbitrage

1. The acquisition of ForgeRock (FORG) by Thoma Bravo for $2.3 billion or $23.25 per share in cash.
2. The combination of SeaSpine Holdings Corporation (SPNE) and Orthofix (OFIX) in an all-stock merger-of-equals. Under the terms of the agreement, SeaSpine shareholders will receive 0.4163 shares of Orthofix common stock for each share of SeaSpine common stock owned.
3. Shareholders of ironSource (IS) approved the company’s merger with Unity (U) at a special meeting of shareholders.
4. Shareholders of Covetrus (CVET) approved the company’s merger with Clayton, Dubilier & Rice and TPG Capital at a special meeting of shareholders.
5. Shareholders of Meridian Bioscience (VIVO) approved the company’s merger with SD Biosensor and SJL Partners at a special meeting of shareholders.
6. Enerflex (EFX.TO) and Exterran Corporation (EXTN) received all necessary shareholder and stockholder approvals in connection with the pending acquisition of Exterran by Enerflex.
7. Evergreen Coast Capital Corporation completed the acquisition of Nielsen Holdings (NLSN).
8. Cowen (COWN) announced that the special meeting of stockholders will be on November 15, 2022.
9. ChannelAdvisor Corporation (ECOM) announced that the special meeting of stockholders will be on November 11, 2022.

Deals In The Works

1. According to Reuters, Australian coal miner Coronado Global Resources confirmed it was in confidential discussions with Peabody Energy Corp (BTU) regarding a potential combination transaction.
2. Bassett Furniture Industries (BSET) board rejected CSC Generation proposals stating they undervalued the company

Insider Purchases

1. Chris Morris, the CEO of entertainment company Dave & Buster’s (PLAY), purchased 33,400 shares at an average price of $30.54 totaling $1.02 million. The CFO also picked up 5,000 shares.
2. A cluster of three insiders of the luxury realtor Douglas Elliman (DOUG), purchased shares including the CEO, the CFO and a Director. The largest purchase was by the CEO who picked up 100,000 shares at an average price of $3.99 totaling $399,340.
3. Wes Cummins, the Director of wireless technology company CalAmp (CAMP), purchased 150,000 shares at an average price of $4.01 totaling $602,135. The CEO also purchased 2,000 shares.
4. A cluster of three insiders of mortgage REIT NexPoint Real Estate Finance (NREF) purchased shares including the Chief Investment Officer, the CFO and the SVP of Investments. The largest purchase was by Matt McGraner, the EVP and Chief Investment Officer who purchased 10,000 shares at an average price of $15.15 totaling $151,500.
5. James Clemmer, the CEO of medical devices company AngioDynamics (KNTK), purchased 10,000 shares at an average price of $15 totaling $150,000.
6. A cluster of four insiders of non-lethal personal security solutions company Byrna (BYRN) purchased shares including the CEO, the CFO, the Chief Strategy Officer and the Chief Marketing and Revenue Officer. The largest purchase was by the CEO who picked up 26,960 shares at an average price of $5.12 totaling $138,009.
7. David Makuen, the CEO of apparel company Citi Trends (CTRN), purchased 4,000 shares at an average price of $18.64 totaling $74,560. The Chief Compliance Officer also purchased 3,000 shares.
8. Steven Quinlan, the CFO of food and animal safety company Neogen (NEOG), purchased 5,000 shares at an average price of $11.63 totaling $58,150.
9. Murray Stahl, the Director of Texas landowner Texas Pacific Land Corporation (TPL), purchased 24 shares at an average price of $1,991.33 totaling $47,792.
10. Marco von Maltzan, the Director of consulting company Resources Connection (RGP), purchased 2,000 shares at an average price of $15.91 totaling $31,820.

Spinoffs

1. XPO Logistics (XPO)  announced that RXO, Inc. (RXO), a wholly owned subsidiary of XPO, has launched an offering of notes due 2027, in connection with the previously announced spin-off of RXO into a separate publicly traded company.
2. General Electric (GE) announces filing of Form 10 registration statement for planned Spin-Off of GE HealthCare

SPACs

1. Flexjet and Horizon Acquisition Corporation II (HZON) announced a definitive business combination agreement that will result in Flexjet becoming a publicly listed company.
2. G Squared Ascend I (GSQD) and Transfix announced the mutual termination of their previously announced business combination agreement due to current public market conditions.

Stock Buyback Announcements

1.  Centerra Gold (CGAU) announced that the Toronto Stock Exchange has accepted its notice for a normal course issuer bid to purchase up to an aggregate of 15,610,813 common shares through October 12, 2023. This represents around 7% of its market cap at announcement.
2. Fair Isaac Corporation (FICO)  has approved a $500 million stock repurchase program . This new program was approved following completion of FICO’s previous stock repurchase program, which was in effect from January 2022 through October 2022. This new program represents around 5% of its market cap at announcement.

C-Suite Transitions

Appointments

1. ​Ryman Hospitality Properties (RHP) announced that Colin Reed will assume the position of Executive Chairman of the Board of Directors of the company effective January 1, 2023, and that Mark Fioravanti will assume the position of Chief Executive Officer of the company effective January 1, 2023.
2. Capital Bancorp (CBNK) announced that Steven M. Poynot was appointed Chief Operating Officer
3. BigBear.ai Holdings (BBAI) appointed Amanda Long as Chief Executive Officer of the company
4. TopBuild Corp. (BLD) appointed Joseph Viselli as Vice President and Chief Operating Officer.
5. Venus Concept (VERO) announced that Hemanth Varghese, has been appointed President and Chief Business Officer, effective October 17, 2022.

Departures

1. Everbridge (EVBG) Ajay Nigam, Senior Vice President and Chief Product Officer of Everbridge, will be leaving the Company effective on November 30, 2022
2.  Rigel Pharmaceuticals (RIGL) Dolly A. Vance provided notice of her retirement from her position as general counsel, executive vice president, corporate affairs, and corporate secretary of Rigel
3. Upstart Holdings (UPST) Alison Nicoll, the General Counsel and Corporate Secretary of Upstart Holdings, Inc., announced her decision to retire from Upstart, effective as of November 23, 2022.
4. Reliance Steel & Aluminum Co. (RS) Reliance Steel & Aluminum Co. announced that James D. Hoffman will retire as the company’s Chief Executive Officer effective December 31, 2022.
5. Angi Inc. (ANGI) announced that Oisin Hanrahan stepped down from his positions as ANGI’s Chief Executive Officer and as a member of its board of directors, effective immediately.
6. Zscaler (ZS) Amit Sinha, informed the company of his intention to resign from his position as President of the Company effective as of October 21, 2022.
7. Sealed Air Corporation (SEE), Christopher J. Stephens, Jr. notified the company of his intention to retire from his position as the Company’s Senior Vice President and Chief Financial Officer.

Disclaimer: I have a long position in Pfizer (PFE). Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.