InsideArbitrage Event Driven Monitor – December 19, 2022

  • December 19, 2022

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

Merger Arbitrage

  1. Aerojet Rocketdyne Holdings (AJRD) to be acquired by L3Harris Technologies (LHX) for $4.7 billion or $58 per share in cash.
  2. Maxar Technologies (MAXR) to be acquired by Advent International for $6.4 billion or $53 per share in cash.
  3. Trean Insurance Group (TIG) to be acquired by Altaris Capital Partners for $316 million or $6.15 per share in cash.
  4. Rio Tinto (RIO) completed the acquisition of Turquoise Hill Resources (TRQ).
  5. O2Micro International Limited (OIIM) announced it has called an extraordinary general meeting of shareholders, to be held on January 31, 2023.

Deal in the Works

  1. potential deal we added on October 25, 2022, Aerojet Rocketdyne Holdings (AJRD) announced the signing of a definitive agreement for L3Harris to acquire Aerojet Rocketdyne for $58 per share, in an all-cash transaction valued at $4.7 billion, inclusive of net debt.
  2. Diffusion (DFFN) has agreed that in the event it has not completed a transaction resulting from its ongoing strategic review process by July 1, 2023, the company will promptly appoint an individual designated by LifeSci Special Opportunities to the Board, subject to certain conditions.

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. Hill Path Capital Partners purchased 353,500 shares of entertainment company Dave & Buster’s Entertainment, Inc. (PLAY) at an average price of $34.28 totaling $12.12 million. The SVP and Chief International Development Officer also purchased 2,000 shares.
  2. Gary Charles Tolman, a Director of insurance company Global Indemnity Group, LLC (GBLI), purchased 138,151 shares at an average price of $24.17 totaling $3.34 million.
  3. Christopher Shackelton, a Director of automotive technical training company Universal Techincal Institute Inc. (UTI), purchased 216,719 shares at an average price of $6.24 totaling $1.35 million. These shares were purchased indirectly through Coliseum Capital Management.
  4. Edward Shapiro, a Director of United Airlines Holdings, Inc. (UAL), purchased 25,000 shares at an average price of $39.79 totaling $994,725. Another Director, James A. Kennedy, also purchased an additional 5,000 shares.
  5. Richard N. Massey, a Director of business solutions company Alight Inc. (ALIT), purchased 100,000 shares at an average price of $8.14 totaling $814,000.
  6. Jason Marc Adler, a Director of cannabinoid company Cronos Group Inc. (CRON), purchased 204,188 shares at an average price of $2.82 totaling $575,185.
  7. Mauricio Gutierrez, the President & CEO of energy distribution company NRG Energy Inc. (NRG), purchased 15,000 shares at an average price of $32.03 totaling $480,450. Five Directors also purchased shares.
  8. Jay Farner, the Chief Executive Officer of mortgage originator Rocket Companies Inc. (RKT), purchased 50,200 shares at an average price of $7.95 totaling $399,080. A Director also purchased 5,500 shares.
  9. Kevin A. Denuccio, a Director of cryptocurrency mining company Marathon Digital Holdings Inc. (MARA), purchased 70,000 shares at an average price of $4.84 totaling $338,800.
  10. Joseph W. Dziedzic, the President & CEO of medical devices manufacturing company Integer Holdings Corp (ITGR), purchased 4,000 shares at an average price of $61.95 totaling $247,790.
  11. Michael R. Dury, the CEO of bank holding company Merchants Bancorp (MBIN), purchased 9,500 shares at an average price of $24.62 totaling $233,890.
  12. Gary Mick, the CFO of Six Flags Entertainment Corp (SIX), purchased 7,500 shares at an average price of $21.56 totaling $161,705.
  13. Christopher O. Blunt, the President & CEO of life insurance and annuities company F&G Annuities & Life, Inc. (FG), purchased 8,182 shares at an average price of $19.52 totaling $159,680. F&G was spun out of Fidelity National Financial (FNF) on December 1, 2022.
  14. Kevin W. Craig, a Director of regional bank Franklin Financial Services Corp. (FRAF), purchased 4,000 shares at an average price of $30.77 totaling $123,080. Two other Directors and the CFO also purchased a small number of shares. All purchases prices were exactly the same, which usually indicates a dividend reinvestment or participation in a secondary offering.
  15. Nadeem Nisar, a Director of energy distribution company OPAL Fuels Inc. (OPAL), purchased 10,000 shares at an average price of $7.24 totaling $72,400. An additional Director also purchased 6,323 shares for a total of $49,003.
  16. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 20 shares at an average price of $2,558.28 totaling $51,166.
  17. Thomson Leighton, the CEO of digital solutions company Akamai Technologies Inc. (AKAM), purchased 579 shares at an average price of $86.43 totaling $50,045.
  18. Ravi Venkatesan, the CEO of digital payments company Cantaloupe Inc. (CTLP), purchased 12,315 shares at an average price of $4.06 totaling $49,999.
  19. Michael R. Niggli, a Director of iron flow battery development company ESS Tech, Inc. (GWH), purchased 19,100 shares at an average price of $2.56 totaling $48,896.
  20. Larry J. Helling, the CEO of bank holding company QCR Holdings Inc. (QCRH), purchased 1,000 shares at an average price of $47.81 totaling $47,810. Another Director purchased 214 shares for a total price of $10,105.
  21. Jonathan Segal, a Director of hospitality management and restaurant company ONE Group Hospitality Inc. (STKS), purchased 5,721 shares at an average price of $6.20 totaling $35,470. Another Director purchased 4,000 shares for a total of $25,120.
  22. Raj Rajgopal, a Director of smart glasses and augmented reality technology development company Vuzix Corp (VUZI), purchased 6,565 shares at an average price of $4.09 totaling $26,850.
  23. Jonathan Baliff, the CFO of aerospace company Redwire Corp (RDW), purchased 12,000 shares at an average price of $2.04 totaling $24,519. Two additional directors also purchased 7,500 and 3,939 shares.

Spinoffs

  1. Jefferies Financial Group (JEF) announced that its Board of Directors has declared a pro rata dividend of the outstanding shares of common stock of Vitesse Energy held by Jefferies to the holders of record of the common shares of Jefferies as of December 27, 2022, the record date for the distribution.

SPACs

  1. Aries I Acquisition Corp. (RAM) terminated its combination agreement with metaverse technology firm Infinite Assets.
  2. Pacifico Acquisition Corp. and Caravelle Group (CACO) announced the completion of their previously announced business combination.

Stock Buyback Announcements

  1. Centene Corporation (CNC) authorized $2 Billion increase to the company’s existing stock repurchase program. The increase is in addition to the approximately $950 million remaining under the previously authorized program and represents 2.3% of its market cap at announcement.
  2. Titan International, Inc. (TWI) authorized a $50 million share repurchase program. This represents 5.2% of its market cap at announcement.

Update:

  1. Synopsys, Inc. (SNPS) has entered into an accelerated share repurchase agreement with Wells Fargo Bank, NA to repurchase an aggregate of $300 million of Synopsys stock.
  2. ZipRecruiter, Inc. (ZIP) entered into an accelerated share repurchase agreement of $50 million with Wells Fargo Bank, National Association. After effectuating the foregoing ASR, the Company will have approximately $110.7 million available for future repurchases pursuant to its share repurchase program.
  3. Seacoast Banking Corporation of Florida (SBCF) has renewed the company’s share repurchase program. Under the repurchase program, which will expire on December 31, 2023, the company may repurchase up to $100 million of its shares of common stock. This represents around 5% of its market cap at announcement.

C-Suite Transitions

Appointments

  1. Verra Mobility Corporation (VRRM): appoints Jon Keyser as EVP and Chief Legal Officer, effective December 19, 2022.
  2. Weber (WEBR): appoints Alan D. Matula as Chief Executive Officer and Marla Yvonne Kilpatrick, Weber’s Senior Vice President of Finance, as Interim Chief Financial Officer.
  3. Edgewell Personal Care Company (EPC): appoints Robert Schmidt as Chief Accounting Officer effective January 16, 2023.
  4. Pediatrix Medical Group (MD): appoints James D. Swift, M.D., as Chief Executive Officer effective January 1, 2023.
  5. Permian Resources Corporation (PR): appoints Guy Oliphint as Chief Financial Officer effective March 1, 2023.

Departures

  1. Activision Blizzard (ATVI): Daniel Alegre, President, and Chief Operating Officer plan to leave for another opportunity on March 31, 2023.
  2. Weber (WEBR): William J. Horton resigns from his position as Chief Financial Officer, effective January 31, 2023.
  3. Local Bounti Corp (LOCL): Mark McKinney resigns from his position as Chief Operating Officer.
  4. ADT (ADT): Keith Holmes, EVP, and Chief Revenue Officer resigned effective December 16, 2022.
  5. Home Point Capital (HMPT): Phillip M. Miller intends to resign from his position of Chief Operating Officer effective December 31, 2022.
  6. Premier Financial Corp (PFC): Matthew Garrity resigns as EVP, Chief Lending Officer effective December 31, 2022.
  7. Levi Strauss & Co. (LEVI): Seth Ellison, EVP, and Chief Commercial Officer retires effective March 1, 2023.
  8. Permian Resources Corporation (PR): Sean Smith intends to retire as Executive Chair, effective December 31, 2022, and George Glyphis, EVP and Chief Financial Officer, plans to retire in mid-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.