InsideArbitrage Event Driven Monitor – December 16, 2022

  • December 16, 2022

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

Merger Arbitrage

  1. Abiomed (ABMD) and Johnson & Johnson (JNJ) received clearance for their merger from the German Federal Cartel Office and the Japan Fair Trade Commission.
  2. Euronav (EURN) acknowledged the receipt from CMB NV of a letter to its Supervisory Board asking it to terminate the Combination Agreement with Frontline (FRO) and reaffirmed its commitment to the combination.
  3. The waiting period with respect to the merger between UserTesting (USER) and Thoma Bravo and Sunstone Partners, under the HSR Act, expired on December 9, 2022.
  4. The Australian Competition and Consumer Commission provided notice that it does not intend to conduct a public review of the merger between UserTesting (USER) and Thoma Bravo and Sunstone Partners.
  5.  The waiting period with respect to the merger between Benefitfocus (BNFT) and Voya Financial (VOYA), under the HSR Act, expired.

Deal in the Works

  1. AWH Capital urges Purple Innovation’s (PRPL) board of directors to reject the acquisition proposal by Coliseum Capital Management.
  2. Jana Partners LLC pushing Freshpet Inc (FRPT) to consider selling itself has told the pet-food company that it plans to launch a proxy fight and run for board seats, according to a regulatory filing

You can check out new deals, all deal updates and spreads on active deals in our Merger Arbitrage Tool for premium members here.

Insider Purchases

  1. Bryant R. Riley, the Chairman and Co-CEO of mid-market investment bank B. Riley Financial, Inc. (RILY), purchased 63,527 shares at an average price of $41.31 totaling $2.62 million.
  2. Sameer K. Gandhi, a Director of cloud software company Freshworks Inc. (FRSH), purchased 125,901 shares at an average price of $14.92 totaling $1.88 million. These shares were purchased indirectly through the venture capital firm Accel, which has been involved in funding the company since its series A round in 2011.
  3. Shah Capital Management, the CFO of solar company ReneSola Ltd (SOL), purchased 173,354 shares at an average price of $4.40 totaling $763,363. I double checked this filing and it was the entity (Shah Capital Management) that was listed as the CFO/Chairman and Director and not an individual from the firm.
  4. Gordon Crawford, a Director of movie studio company Lions Gate Entertainment, Corp. (LGF.B), purchased 100,000 shares at an average price of $6.18 totaling $617,700.
  5. Richard W. Baker, a Director of regional bank Guaranty Bancshares, Inc. (GNTY), purchased 16,219 shares at an average price of $34.45 totaling $558,812.
  6. Tobias Lutke, a Director of cryptocurrency exchange Coinbase Global, Inc. (COIN), purchased 8,685 shares at an average price of $46.04 totaling $399,857.
  7. Rajath Shourie, a Director of oil & gas E&P company Berry Corp (bry) (BRY), purchased 50,000 shares at an average price of $7.79 totaling $389,728.
  8. Tommy G. Thompson, a Director of healthcare REIT Physicians Realty Trust (DOC), purchased 24,335 shares at an average price of $15.13 totaling $368,130.
  9. Benno O. Dorer, the Interim President and CEO of apparel manufacturing company VF Corp. (VFC), purchased 10,000 shares at an average price of $28.50 totaling $284,950. This is the third insider purchase by three different insiders in the last three days.
  10. Balan Nair, the President and CEO of telecom services company Liberty Latin America Ltd. (LILA), purchased 35,076 shares at an average price of $7.12 totaling $249,590.
  11. Jeffrey Gould, the President and CEO of multifamily REIT BRT Apartments Corp. (BRT), purchased 12,300 shares at an average price of $20.21 totaling $248,541.
  12. Glenn W. Welling, a Director of packaged foods company BRC Inc. (BRCC), purchased 37,288 shares at an average price of $6.51 totaling $242,593.
  13. Jonathan E. Lim, the Chairman & CEO of biotechnology company Erasca, Inc. (ERAS), purchased 40,000 shares at an average price of $4.99 totaling $199,600. Alexander W. Casdin, a Director of the company, also purchased 20,000 shares at an average price of $4.87 totaling  $97,490.
  14. David Michael Johnson, a Director of biotechnology company Aura Biosciences, Inc. (AURA), purchased 10,000 shares at an average price of $12.37 totaling $123,700.
  15. Ira Liran, a Director of non-alcoholic beverages company Vita Coco Company, Inc. (COCO), purchased 10,000 shares at an average price of $12.17 totaling $121,700.
  16. Alan Yu, the CEO and Chairman of the BOD of packaging & containers company Karat Packaging Inc. (KRT), purchased 8,500 shares at an average price of $13.77 totaling $117,010.
  17. Carl Benjamin Brink, the EVP & Chief Financial Officer of funeral homes operator Carriage Services, Inc. (CSV), purchased 4,000 shares at an average price of $25.85 totaling $103,400. Carlos R. Quezada, the President & COO of the company, also purchased 2,000 shares at an average price of $25.14 totaling $50,280.
  18. Stephen W. Hipp, a Director of payment solutions company Priority Technology Holdings, Inc. (PRTH), purchased 18,832 shares at an average price of $5.44 totaling $102,446.
  19. Prasad Gundumogula, the Chief Executive Officer of travel software company Mondee Holdings, Inc. (MOND), purchased 11,400 shares at an average price of $8.81 totaling $100,432.
  20. Matthew Simoncini, a Director of self-driving company Luminar Technologies, Inc. (LAZR), purchased 11,458 shares at an average price of $7.43 totaling $85,117. Three other Directors of the company also purchased 27,153 shares of the company.
  21. Scott N. Flanders, a Director of real estate services company Fathom Holdings Inc. (FTHM), purchased 12,986 shares at an average price of $5.88 totaling $76,309.
  22. Robert G. Adams, a Director of healthcare REIT National Health Investors, Inc. (NHI), purchased 1,000 shares at an average price of $56.60 totaling $56,600.
  23. Ock Hee Kim, a Director of regional bank OP Bancorp (OPBK), purchased 4,514 shares at an average price of $11.80 totaling $53,265.
  24. Murray Stahl, a Director of Texas landowner company Texas Pacific Land Corp (TPL), purchased 20 shares at an average price of $2,570.39 totaling $51,408.
  25. Matthew B. Crisp, the President & CEO of agricultural inputs company Benson Hill, Inc. (BHIL), purchased 20,000 shares at an average price of $2.54 totaling $50,702.
  26. Marc N. Duber, a Director of regional bank FVCBankcorp, Inc. (FVCB), purchased 2,585 shares at an average price of $19.34 totaling $49,989.
  27. William Curtis Brighton, a Director of regional bank First Financial Corp. (THFF), purchased 1,000 shares at an average price of $46.33 totaling $46,330.

SPACs

  1. DarkPulse announced the signing of a definitive business combination agreement with Global System Dynamics (GSD).
  2. Greenfire Resources and M3-Brigade Acquisition III Corp. (MBSC) entered into a definitive agreement for a business combination.

Spinoffs

  1. Southwest Gas Holdings (SWX) announced that it will pursue a spin-off of its wholly owned subsidiary, Centuri Group,to form a new independent publicly traded utility infrastructure services company.
  2. Siemens Healthineers and General Electric Co’s (GE) healthcare business are weighing a potential acquisition of two units being spun off by Medtronic Plc (MDT), Bloomberg reported.
  3. Crane (CR) announced that it has filed a Form 10 Registration Statement with the U.S. Securities and Exchange Commission and is on track to complete the previously announced separation on April 3, 2023.

Stock Buyback Announcements

  1. DXP Enterprises, Inc. (DXPE) authorized a new stock repurchase program under which up to $85 million or 2.8 million shares of its outstanding common stock may be acquired, representing around 17% of its market cap at announcement. This follows the successful completion of the previous program, which began in May 2021.
  2. Shoe Carnival, Inc. (SCVL) authorized a new share repurchase program for up to $50 million of its outstanding common stock, effective January 1, 2023, representing 8.4% of its market cap at announcement.
  3. Granite Ridge Resources, Inc. (GRNT) has approved a $50 million stock repurchase program through December 31, 2023. This represents around 4.4% of its market cap at announcement.
  4. Apollo Medical Holdings, Inc. (AMEH) authorized a new $50 million share repurchase program, effective immediately. This represents around 4% of its market cap at announcement.
  5. Outbrain Inc. (OB) approved a new $30 million stock repurchase program, representing around 17% of its market cap at announcement.
  6. Cadence Bank (CADE) authorized a new 10 million share repurchase program. This represents around 5.5% of its market cap at announcement.
  7. Alpha Pro Tech, Ltd. (APT) has authorized a $2 million expansion of the company’s existing share repurchase program, representing around 4% of its market cap at announcement.

C-Suite Transitions

Appointments

  1. AMMO (POWW): appoints Jared Smith as President and Chief Operating Officer, effective January 3, 2023.
  2. OptiNose (OPTN): appoints Paul Spence, Jr. as Chief Commercial Officer.
  3. Washington Trust Bancorp (WASH): appoints Mary E. Noons as President and Chief Operating Officer effective April 25, 2023.
  4. First Hawaiian (FHB): appoints James M. Moses to serve as Vice Chairman and Chief Financial Officer, effective January 3, 2023.
  5. Martin Marietta Materials (MLM): appoints Kelly Bennett Chief Human Resource Officer.
  6. Synovus Financial (SNV): appoints Kevin S. Blair, Chief Executive Officer, and President, as the Chairman of the Board, effective as of January 1, 2023
  7. Barings BDC (BBDC): appoints Eric Lloyd as Chief Executive Officer.
  8. JELD-WEN Holding (JELD): appoints William J. Christensen as Chief Executive Officer
  9. Fidelity National Information Services (FIS): appoints Stephanie L. Ferris as Chief Executive Officer.
  10. Huron Consulting Group (HURN): appoints C. Mark Hussey as Chief Executive Officer effective January 1, 2023.
  11. National Instruments Corporation (NATI): appoints Daniel Berenbaum as Chief Financial Officer effective January 9, 2023.
  12. W.W. Grainger (GWW): appoints Nancy L. Berardinelli-Krantz as General Counsel.
  13. Sysco Corporation (SYY): appoints Neil A. Russell, Chief Communications Officer, to serve as interim Chief Financial Officer.
  14. Tronox Holdings (TROX): appoints John Srivisal as Chief Financial Officer effective April 1, 2023.

Departures

  1. Main Street Capital (MAIN): Lance A. Parker, Vice President, and Chief Accounting Officer step down effective March 31, 2023.
  2. OptiNose (OPTN): Victor Clavelli, Chief Commercial Officer resigns effective December 22, 2022.
  3. Washington Trust Bancorp (WASH): Mark K.W. Gim informed of his intent to retire as President and Chief Operating Office effective April 25, 2023.
  4. First Hawaiian (FHB): Ralph M. Mesick, who has been serving as Interim Chief Financial Officer steps down.
  5. Martin Marietta Materials (MLM): announced that Craig La Torre, Chief Human Resource Officer will be retiring in the second half of 2023.
  6. Synovus Financial (SNV): Kessel D. Stelling, Executive Chairman will retire from his position effective December 31, 2022.
  7. Barings BDC (BBDC): Jonathan Bock notified that he will step down as Chief Executive Officer.
  8. Fidelity National Information Services (FIS): Gary A. Norcross will depart as Chief Executive Officer effective December 16, 2022.
  9. National Instruments Corporation (NATI): announced Karen Rapp will resign as Executive Vice President and Chief Financial Officer
  10. W.W. Grainger (GWW): John L. Howard, Senior Vice President and General Counsel notified the company of his intention to retire.
  11. Sysco Corporation (SYY): Aaron E. Alt, Chief Financial Officer , resigns from his position effective January 6, 2023
  12. Tronox Holdings (TROX): announced that Timothy C. Carlson, Chief Financial Officer, will retire effective as of April 1, 2023.

Disclaimer: 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.