InsideArbitrage Event Driven Monitor – December 1, 2022

  • December 1, 2022

Quick updates on the event-driven strategies we follow on InsideArbitrage.

Merger Arbitrage

  1. PBF Energy (PBF) completes the acquisition of PBF Logistics (PBFX).
  2.  The Orthofix board reaffirmed to stockholders its recommendation in favor of the SeaSpine (SPNE) merger transaction that it remains fully committed to completing the transaction with SeaSpine, after receiving an unsolicited, non-binding indication of interest from two private equity fund sponsors.

Deals in the Works

  1. Orthofix Medical (OFIX) announced that it received an unsolicited, non-binding indication of interest from two private equity fund sponsors to acquire all of the outstanding equity of Orthofix for $23.00 per share in cash.
  2. EQT AB is in talks to acquire Radius Global Infrastructure (RADI) which leases cell sites to wireless-tower companies and mobile network operators, according to people with knowledge of the matter.
  3. Engine Capital sends a letter to the board of directors of Univar (UNVR) regarding the need to initiate a formal review of strategic alternatives

Insider Purchases

  1. Edward Shoen, the President of U-Haul’s parent company AMERCO (UHAL), purchased 472,550 shares at an average price of $59.74 totaling $28.23 million.
  2. Douglas Cahill, the COB, President and CEO of hardware tools company Hillman Solutions Corp. (HLMN), purchased 129,000 shares at an average price of $7.70 totaling $993,945. Robert O. Kraft, the CFO and Treasurer of the company, purchased 65,000 shares at an average price of $7.65 totaling $497,380. Scott Kelley Moore, the Chief Technology Officer of the company, also purchased 13,000 shares at an average price of $7.59 totaling $98,605.
  3. David P. O’Connor, the Director of logistics facilities REIT Prologis, Inc. (PLD), purchased 9,000 shares at an average price of $114.13 totaling $1.03 million.
  4. Jay Farner, the Chief Executive Officer of mortgage originator Rocket Companies, Inc. (RKT), purchased 77,400 shares at an average price of $7.73 totaling $598,633. Matthew Rizik, a Director of the company, also purchased 8,400 shares at an average price of $7.73 totaling $64,955.
  5. Shashank Samant, a Director of  cloud infrastructure company Rackspace Technology, Inc. (RXT), purchased 100,000 shares at an average price of $4.55 totaling $454,620.
  6. Jeffrey Gould, the President and CEO of multifamily REIT BRT Apartments Corp. (BRT), purchased 14,445 shares at an average price of $20.15 totaling $291,076.
  7. Robert Carey, a Director of medical devices company Beyond Air, Inc. (XAIR), purchased 30,000 shares at an average price of $5.75 totaling $172,491.
  8. Margarita Paláu-Hernández, a Director of technology services company Xerox Holdings Corp (XRX), purchased 10,000 shares at an average price of $15.55 totaling $155,489.
  9. Harris H. Simmons, the Chairman & CEO of regional bank Zions Bancorporation (ZION), purchased 3,000 shares at an average price of $50.44 totaling $151,309.
  10. Scott F. Kavanaugh, the Chief Executive Officer of regional bank First Foundation Inc. (FFWM), purchased 7,200 shares at an average price of $13.84 totaling $99,634.
  11. Joe T. Ford, a Director of coffee and tea company Westrock Coffee Co. (WEST), purchased 5,000 shares at an average price of $12.72 totaling $63,600.
  12. Merrill A. McPeak, a Director of biotechnology company Iovance Biotherapeutics, Inc. (IOVA), purchased 10,000 shares at an average price of $6.31 totaling $63,100.
  13. Charles F. Serianni, a Director of trucking company Daseke, Inc. (DSKE), purchased 10,000 shares at an average price of $5.89 totaling $58,937.
  14. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 21 shares at an average price of $2,542.14 totaling $53,385.
  15. Lila A. Jaber, a Director of energy delivery company Chesapeake Utilities Corp. (CPK), purchased 421 shares at an average price of $118.06 totaling $49,703.
  16. Anthony J. Asher, a Director of regional bank TFS Financial Corp. (TFSL), purchased 3,000 shares at an average price of $13.51 totaling $40,530.
  17. Thomas S. McHugh, the Chief Financial Officer of biotech company Avadel Pharmaceuticals PLC (AVDL), purchased 5,000 shares at an average price of $7.80 totaling $39,000.
  18. James S. Carter, a Director of oil & gas company Calumet Specialty Products Partners, L.P. (CLMT), purchased 2,000 units at an average price of $16.18 totaling $32,350.
  19. Jonathan Morgan, a Director of mortgage REIT Angel Oak Mortgage, Inc. (AOMR), purchased 4,000 shares at an average price of $7.34 totaling $29,360.

SPACs

  1. Environmental Solutions Group Holdings Limited, a provider of sustainable waste solutions, and Genesis Unicorn Capital Corp. (GENQ) entered into a definitive merger agreement that upon closing will result in ESG becoming a publicly traded company.
  2. PropTech Investment Corporation II (PTIC) and Appreciate Holdings, Inc. (SFR) jointly announced today that they have closed their previously announced business combination.

Spinoffs

  1. General Electric Company (GE) announced that its Board of Directors has approved the previously announced spin-off of its healthcare business, GE Healthcare Holding LLC. Prior to such spin-off, GE HealthCare is expected to be renamed GE HealthCare Technologies Inc. The company is expected to begin trading on Nasdaq on January 4, 2023, under the ticker “GEHC”.

Stock Buyback Announcements

  1. Box, Inc. (BOX) authorized an expansion of its stock repurchase program by $150 million of Box’s Class A common stock, representing around 4% of its market cap at announcement.
  2. Sterling Check Corp. (STER) announced the authorization of a $100 million share repurchase program representing 8% of its market cap at announcement.
  3. Expensify, Inc. (EXFY) announced $6 million in share repurchases, bringing YTD total to $10 million. This represents less than 1% of its market cap at announcement. The company also completes purchases of 599,080 common shares on the open market.
  4. Bsquare Corporation (BSQR) approved a plan to repurchase up to $5 million of its common stock, representing around 22% of its market cap at announcement.
  5. Tarena International, Inc. (TEDU) authorized a new $3 million share repurchase program over the next twelve months. This represents around 5% of its market cap at announcement.

Update:

  1. Build-A-Bear Workshop, Inc. (BBW): The company repurchased approximately 1.54 million shares of its common stock for $24.1 million during fiscal 2022. BBW has authorization to repurchase an additional $46.5 million of its stock under the new $50 million stock repurchase program adopted on August 31, 2022.
  2. Yext, Inc. (YEXT): As of October 31, 2022, a total of 12,405,795 shares have been purchased for a total cost of $69.1 million since the commencement of the share repurchase program.
  3. Enbridge Inc. (ENB): The company intends to re-file a normal course issuer bid before year end to repurchase up to $1.5 billion of its common shares.
  4. PVH Corp. (PVH): The company repurchased 1.9 million shares of its common stock for $102 million during the third quarter of 2022.

C-Suite Transitions

Appointment

  1. Item 9 Labs Corp (INLB): appoints Michael Weinberger, as the company’s Chief Executive Officer.
  2. Arcadia Biosciences (RKDA): appoints Thomas J. Schaefer as Arcadia’s new Chief Financial Officer effective as of January 3, 2022.
  3. Fuse Group Holding (FUST): appoints Umesh Patel, the company’s Chief Executive Officer, as the Chief Financial Officer.
  4. Aspira Women’s Health (AWH): appointed Marlene McLennan as the company’s interim Chief Financial Officer, effective as of December 1, 2022.
  5. Clearday (CLRD): appoints BJ Parrish, company’s Chief Operating Officer who will also serve as the interim Chief Financial Officer.
  6. Berry Corporation (BRY): Trem Smith, Berry’s current Board Chairman, President and CEO, to become Executive Chairman and Berry’s current Chief Operating Officer Fernando Araujo to become Chief Executive Officer.

Departures

  1. WW International (WW): Amy O’Keefe would be leaving her current position as Chief Financial Officer.
  2. Arcadia Biosciences (RKDA): Pamela Haley provided her resignation as Chief Financial Officer effective as of January 3, 2022.
  3. Salesforce (CRM): announced that Bret Taylor will resign from his position as the company’s Co-CEO and Vice Chair of the company’s Board of Directors, effective as of January 31, 2023
  4. Item 9 Labs Corp (INLB): Andrew Bowden voluntarily resigned as Chief Executive Officer.
  5. Fuse Group Holding (FUST): Michael Viotto resigns as Chief Financial Officer.
  6. Shoals Technologies Group (SHLS): Jason Whitaker, CEO has informed the Board of Directors that he intends to step down from his role for health reasons in early 2023.
  7. SQZ Biotechnologies Co (SQZ): Armon Sharei, Ph.D., Chief Executive Officer departs the company.
  8. Clearday (CLRD): John R. Bergeron tendered his resignation as the Executive Vice President and Chief Financial Officer.

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