InsideArbitrage Event Driven Monitor – October 7, 2022

Quick updates on all six event-driven strategies we follow on InsideArbitrage.

Yet another insider purchase at the Biohaven (BHVN) spinoff. This time by the CEO. The “new” Biohaven is now up more than 80% since it started trading two weeks ago, which is unusual for spinoffs.

Merger Arbitrage

  1. According to The Wall Street Journal, a Delaware judge has postponed the trial, giving both Elon Musk and Twitter (TWTR) until 5 PM on October 28th to close the deal.
  2. House Speaker Nancy Pelosi Commerce Chairman Frank Pallone (D-NJ) sent a letter to the Federal Trade Commission to express their concerns about the proposed purchase of Tegna (TGNA). In response, Standard General issued a statement regarding its pending acquisition of TEGNA, stating that the proposed TEGNA transaction complies with all FCC rules without the need for any waivers, divestitures, or special treatment.
  3. Terminix Global Holdings (TMX) shareholders voted to adopt and approve the previously announced agreement for Terminix to be acquired by Rentokil Initial plc.
  4. According to Reuters, EU antitrust regulators are asking games developers whether Microsoft (MSFT) will be incentivized to block rivals’ access to Activision Blizzard’s (ATVI) best-selling games.
  5. Blackstone Real Estate completes the acquisition of Bluerock Residential Growth REIT (BRG).
  6. Spirit Airlines (SAVE) announced that independent proxy advisory firms Institutional Shareholder Services and Glass, Lewis have recommended that Spirit stockholders vote FOR the merger agreement with JetBlue Airways Corporation (JBLU).
  7. Activision Blizzard (ATVI) announced that Lulu Cheng Meservey will assume a newly created role as Executive Vice President, Corporate Affairs and Chief Communications Officer. She will serve as Activision Blizzard’s public voice at a pivotal time ahead of the impending acquisition by Microsoft.
  8. Enerflex (EFX.TO) announced that it continues to advance towards its pending acquisition of Exterran Corporation (EXTN) by securing its committed financing. The Transaction is on track to close early in the fourth quarter of 2022.
  9. Nielsen (NLSN) announced expiration and results of cash tender offer.

Deals In The Works

  1. According to Reuters, Berry Corporation (BRY) is exploring strategic options that could result in a sale.
  2. Engine Gaming and Media (GAME), announced that it has commenced a process to explore and evaluate strategic options.
  3. Griffon Corporation (GFF) said that its strategic alternatives process is active and ongoing.
  4. Atlas (ATCO) disclosed that the consortium (that previously announced a proposal to acquire all of the outstanding common shares of Atlas) has made meaningful progress in negotiation of a potential transaction at a per share cash price of $15.50, plus payment of all ordinary course third quarter and fourth quarter 2022 dividends regardless of the timing of any closing.
  5. Mattel (MAT) announced that it plans to release its third quarter 2022 financial results on Tuesday, October 25, 2022.

Insider Purchases

  1. Vlad Coric, the CEO of pharmaceutical company Biohaven (BHVN), purchased 485,775 shares at an average price of $10.31 totaling $5 million. We last wrote about Biohaven here.
  2. Peter Orthwein, the Co-founder and Director of RV manufacturer Thor Industries (THO), purchased 20,000 shares at an average price of $72.50 totaling $1.45 million. We last wrote about Thor following a huge buyback announcement here.
  3. Tobi Lutke, the CEO of Shopify (SHOP) and the Director of Coinbase, purchased 5,610 shares of Coinbase (COIN) at an average price of $69.09 totaling $387,595. He has been buying shares through a 10b5-1 purchase plan.
  4. Matt McGraner, the EVP and Chief Investment Officer of mortgage REIT NexPoint Real Estate Finance (NREF), purchased 10,000 shares at an average price of $15.44 totaling $154,400.
  5. Mark Hanna, the President and CEO of F&M Bank (FMBM), purchased 2,000 shares at an average price of $24 totaling $48,000.
  6. Murray Stahl, the Director of one of the largest landowners in the State of Texas, Texas Pacific Land Corporation (TPL), purchased 12 shares at an average price of $2,013.33 for a total value of $24,160.

Spinoffs

  1. Bluerock completed the previously announced spin-off of its single-family rental business into an externally managed, real estate investment trust, Bluerock Homes Trust (BHM).
  2. In response to Shareholder Inquiries, AMMO (POWW) confirms for all AMMO shareholders that, upon completion of the separation, each current shareholder of AMMO will own one share of Outdoor Online, comprised of GunBroker.com and its related online businesses, and one share of Action Outdoor Sports.

SPACs

  1. American Oncology Network, a network of community-based oncology practices, and Digital Transformation Opportunities Corp. (DTOC) entered into a definitive business combination agreement.
  2. Avanti Acquisition Corp. (AVAN) announced that its board of directors has determined to redeem all of its outstanding Class A ordinary shares, effective as of October 20, 2022, because the company will not consummate an initial business combination.
  3. Vy Global Growth (VYGG) liquidated
  4. Atlantic Avenue Acquisition (ASAQ) liquidated

Stock Buyback Announcements

  1. Madison Square Garden Sports (MSGS) announced its Board of Directors has declared a special, one-time cash dividend of approximately $175 million, or $7.00 per share. The special dividend is payable on October 31, 2022 to MSG Sports shareholders of record on October 17, 2022. In addition, the company’s Board of Directors has authorized a $75 million accelerated share repurchase (ASR) program, representing 2.2% of the market cap at announcement.

C-Suite Transitions

Appointments

  1. Hyperfine (HYPR) announced that Maria Sainz, one of the company’s current directors, was appointed as President and Chief Executive Officer, effective as of October 24, 2022.
  2. Under Armour (UA) appointed David Baxter as President of the Americas, effective October 24, 2022.

Departures

  1. Atrion (ATRI) was notified by Maria Sainz that she has accepted an offer to become the President and Chief Executive Officer of Hyperfine, a publicly-traded company, effective October 24, 2022.
  2. Nordstrom (JWN) announced that Edmond Mesrobian, Chief Technology and Information Officer and a Computer Scientist, is stepping down from his position.
  3. Cuentas (CUEN) announced that Anthony H. Meadows resigned as Chief Operating Officer.
  4. SWK Holdings Corporation (SWKH) announced that Charles Jacobson, the Chief Financial Officer decided to resign, effective October 3, 2022.
  5. Bankwell Financial Group (BWFG) announced the departure of Penko Ivanov, Executive Vice President and Chief Financial Officer, effective December 31, 2022.
  6. Vivakor (VIVK) announced that Matthew Nicosia, the company’s Chief Executive Officer and Chairman of the Board of Directors has resigned.
  7. CytoSorbents Corporation (CTSO) announced that Kathleen P. Bloch, Chief Financial Officer of the company plans to retire from her role effective as of March 31, 2023.

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.

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