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CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments
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Hedge Fund Solutions, LLC © 2003 – 2017 Page 2 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
HIGHLIGHTING ACTIVIST INVESTMENTS
Week Ending March 10, 2017
SYMBOL COMPANY INVESTOR
BDMS Birner Dental Management Mark Birner/Digirad
BWLD Buffalo Wild Wings Marcato Capital
CBR Ciber, Inc. Legion Partners
CSU Capital Senior Living Corp Arbiter Partners
CTRN Citi Trends Macellum Advisors
CY Cypress Semiconductor Thurman Rodgers
EEI Ecology & Environment Mill Road Capital
ENTL Entellus Medical Discovery Capital
FSTR LB Foster Co Legion Partners
KEF Korea Equity Fund Bulldog Investors
PHH PHH Corp EJF Capital
RKDA Arcadia Biosciences Moral Compass Corp
RMTI Rockwell Medical Richmond Brothers
RTK Rentech, Inc. Raging Capital
SNMX Senomyx, Inc. Concerned Shareholders of SNMX
VPG Vishay Precision Group Ancora Advisors; Grizzly Rock
Capital
WBMD WebMD Blue Harbour Group
HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and
investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous
institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog™, the definitive source for activist shareholder information.
Catalyst Investment Research™ is a portfolio of activist investing research products that combine company-specific shareholder activism
research with deep value investment analysis and access to industry insiders.
HEDGE FUND SOLUTIONS’ PORTFOLIO OF ACTIVIST INVESTING RESEARCH INCLUDES:
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Weekly Summary of Activist Investments
Quarterly Buying Analysis of Top 50 Activist Investors
Company-Specific Shareholder Activism Analysis (combining shareholder activism & deep value company analysis)
Special Reports on Activist Investing
400+ Page Shareholder Activism Report & Regularly Updated Shareholder Activism Resource Portal
To Learn More: Download a brochure http://www.hedgerelations.com/CIR/CIR%20Brochure.pdf
Hedge Fund Solutions, LLC © 2003 – 2017 Page 3 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Birner Dental Management Services (BDMS)
Activist Investor: Mark Birner/Digirad Corp
Investor Info Catalyst Info
Shares 578,934 Catalyst: On March 9, 2017 Digirad Corp (owner of 1,000 shares) formed a group with Mark Birner and other investors
(total 31.1%), nominated one individual to the board and submitted several shareholder proposals, including
amending the bylaws to increase the size of the board to 10 and add a total of 6 new directors.
Comment: We initially covered BDMS on May 23, 2016 when Mark Birner expressed disappointment that the board
rejected a credible offer to sell itself without entering into any serious discussion with the potential buyer.
Birner also demanded the company implement a formal process to examine strategic alternatives.
On June 29, 2016 Birner disclosed that on June 20, 2016 he sent a letter to the board updating his demands,
including: (i) ID all inquiries BDMS has received from potential acquirers, (ii) explain in detail the process for
considering all proposals, (iii) identify publicly the financial advisor that the company has retained, (iv)
implement immediately a formal process for considering strategic alternatives, (v) present to investors
management’s case for remaining independent.
On August 26, 2016 Mark Birner entered into an agreement with Blackford Dental Management supporting a
merger with Birner Dental https://www.sec.gov/Archives/edgar/data/948072/000107997316001146/ex_3.htm
Legal counsel to Digirad/Birner
% Outstanding 31.10%
Cost Basis Not Avail
Company Info
Share Price 14.45
Revenue 63M
Market Cap 27M
Enterprise Value 37M
Net Cash -9M
EBITDA 3M
52 wk. range 14.45 – 18.61
EV/EBITDA 14.2
Continue to Next Page
Hedge Fund Solutions, LLC © 2003 – 2017 Page 4 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Buffalo Wild Wings, Inc. (BWLD)
Activist Investor: Marcato Capital
Investor Info Catalyst Info
Shares 950,000 Catalyst: On March 8, 2017 Marcato issued a press release and presentation expressing concern about some BWLD
managers selling shares over time.
https://www.sec.gov/Archives/edgar/data/1062449/000091412117000359/ma36701664-dfan14a.htm.
BWLD responded with a statement that the sales from these managers, who received half of compensation in
stock, was executed under a preexisting plan and that the company's stock performance is evidence of their
focus on long-term value.
Comment: We initially covered BWLD on July 25, 2016 when Marcato disclosed a 5.1% "Active" stake in BWLD
On August 16, 2016 Marcato sent a letter and presentation to BWLD's CEO outlining several recommended
changes, including (i) introduce fresh talent at the board and management level, (ii) apply greater focus on
operational excellence, (iii) cease "emerging brands" growth plan, (iv) increase urgency, follow-though and
accountability, (v) audit managerial decision tools and a reconciliation of business outcomes as compared to
forecasts. https://www.sec.gov/Archives/edgar/data/1062449/000091412116001415/ma20160815-sc13da1.htm
On August 25 Marcato issued a presentation which includes Marcato's observations of BWLD's 2016 Analyst
Day. https://www.sec.gov/Archives/edgar/data/1062449/000091412116001427/ma35818487-sc13da2.htm
On October 11, 2016 BWLD added three new directors to the board without engaging with Marcato, despite
Marcato's attempt to discuss the board's composition for months.
On October 13, 2016 Marcato sent a letter to BWLD's Board demanding to obtain the Company's shareholder
list which was initially requested on August 22, 2016.
https://finance.yahoo.com/news/marcato-sends-letter-buffalo-wild-201800826.html
On December 6, 2016 Marcato sent a letter to BWLD franchisees expressing concern over management's lack
of urgency, and suggested that substantial value can be created with a redesigned business strategy, which
includes the franchise business model. Www.WinningAtWildWings.com
On February 6, 2017 Marcato nominated four candidates for election to the board and issued a press release
outlining several issues that have plagued the company
https://www.sec.gov/Archives/edgar/data/1062449/000091412117000145/ma36561311-ex99_2.htm
On February 21, 2017 Marcato issued a presentation outlining its case for replacing four directors.
https://www.sec.gov/Archives/edgar/data/1062449/000091412117000275/ma36575379-dfan14a.htm
Proxy Solicitor to Buffalo Wild Wings
Strategy & Communications to Buffalo Wild Wings
% Outstanding 5.2%
Cost Basis Not Avail
Company Info
Share Price 153.70
Revenue 1.9B
Market Cap 2.7B
Enterprise Value 2.8B
Net Cash -160M
EBITDA 297M
52 wk. range 122.25 – 175.10
EV/EBITDA 9.8
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Hedge Fund Solutions, LLC © 2003 – 2017 Page 5 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Ciber, Inc. (CBR)
Activist Investor: Legion Partners
Investor Info Catalyst Info
Shares 12,234,812 Catalyst: On March 9, 2017 Legion nominated two candidates for election to the board
Comment: We initially covered CBR on February 27, 2015 when Lone Star Value announced it had nominated three
director candidates to the board and issued a press release criticizing the board’s poor performance, corporate
governance and compensation practices.
http://www.sec.gov/Archives/edgar/data/918581/000092189515000515/dfan14a09482005_02272015.htm
On April 2, 2015 three CBR directors resigned and the Company agreed to add Bobby Stevenson (8.3%
shareholder) and two additional directors to a reconstituted board.
http://www.sec.gov/Archives/edgar/data/918581/000119312515118128/d901294dex991.htm
On May 3, 2016 Legion Partners disclosed a 6.7% "active" stake in CBR
On June 3, 2016 Legion increased its ownership from 6.7% to 8.4%
On June 21, 2016 Legion increased its ownership to 9.99%
On November 21, 2016 Legion increased its ownership to 12.01%
On February 8, 2017 Legion increased its ownership to 14.99%
On February 9, 2017 Lone Star increased its ownership to 5.4%
Legal counsel to Legion Partners
% Outstanding 14.99%
Cost Basis 1.42
Company Info
Share Price 0.28
Revenue 680M
Market Cap 23M
Enterprise Value 56M
Net Cash -33M
EBITDA -37M
52 wk. range 0.22 – 2.36
EV/EBITDA Negative
Capital Senior Living (CSU)
Activist Investor: Arbiter Partners
Investor Info Catalyst Info
Shares 4,490,769 Catalyst: On March 10, 2017 CSU entered into an agreement with Arbiter to add two new directors to the board.
https://www.sec.gov/Archives/edgar/data/1043000/000095014217000547/eh1700392_ex9901.htm
Comment: We initially covered CSU on October 8, 2015 when Red Alder disclosed a 5.6% "active" stake in CSU and said
it may nominate directors to the board
On December 10, 2015 Red Alder sent a letter to the board outlining why the company should examine a sale.
Red Alder increased its ownership to 6.3%, released an investor presentation and website
www.UnlockCSUValue.com detailing its views to increase shareholder value.
On March 21, 2016 CSU entered into a settlement agreement with Red Alder to appoint one new director
http://www.sec.gov/Archives/edgar/data/1043000/000114036116058651/ex_5.htm
On November 4, 2016 Arbiter Partners disclosed it had increased its ownership from 8.8% to 9.9% and
changed its filing status with the SEC from "passive" to "active".
On December 13, 2016 Arbiter disclosed it has increased its ownership from 9.9% to 11.05%
On December 19, 2016 Arbiter increased its ownership from 11.05% to 14.16%
% Outstanding 14.95%
Cost Basis 16.26
Company Info
Share Price 14.34
Revenue 446M
Market Cap 430M
Enterprise Value 1.3B
Net Cash -905M
EBITDA 76M
52 wk. range 12.65 – 20.85
EV/EBITDA 17.4
Hedge Fund Solutions, LLC © 2003 – 2017 Page 6 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Citi Trends, Inc. (CTRN)
Activist Investor: Macellum Advisors
Investor Info Catalyst Info
Shares 584,600 Catalyst: Macellum Advisors nominated four directors to the board of CTRN
https://www.sec.gov/Archives/edgar/data/1318484/000092189517000637/e615896_dfan14a-
macellum.htm#a_001
% Outstanding 3.92%
Cost Basis Not Avail
Company Info
Share Price 18.85
Revenue 686M
Market Cap 281M
Enterprise Value 206M
Net Cash 75M
EBITDA 35M
52 wk. range 14.01 – 22.73
EV/EBITDA 5.9
Cypress Semiconductor Corp. (CY)
Activist Investor: Thurman Rodgers
Investor Info Catalyst Info
Shares 8,625,619 Catalyst: On March 8, 2017 Rodgers filed a preliminary consent statement to eliminate the company's cumulative voting
and launched www.CypressFirst.com
Comment: On February 17 CY announced plans to hold a special meeting for shareholder to vote on removing
shareholders’ rights to cumulate their votes in the election of directors.
On January 19, 2017 Rodgers nominated two candidates for election to the board.
On February 21, 2017 Rodgers, the former CEO and founder of CY, is suing the company over his rights to
examine the company's books and records (to investigate any breach of fiduciary duty) which he requested
through a DE220 Demand letter on January 19, 2017
https://www.sec.gov/Archives/edgar/data/791915/000119312517048140/d353303ddfan14a.htm
On February 22, 2017 Rodgers sent a letter to the board claiming their actions are inconsistent with good
corporate governance.
https://www.sec.gov/Archives/edgar/data/791915/000119312517053980/d331341ddfan14a.htm
Proxy Solicitor to Thurman Rodgers
% Outstanding 2.35%
Cost Basis Not Avail
Company Info
Share Price 12.72
Revenue 1.9B
Market Cap 4.1B
Enterprise Value 5.2B
Net Cash -1B
EBITDA 192M
52 wk. range 7.85 – 13.28
EV/EBITDA 27.0
Continue to Next Page
Hedge Fund Solutions, LLC © 2003 – 2017 Page 7 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Ecology & Environment, Inc. (EEI)
Activist Investor: Mill Road Capital
Investor Info Catalyst Info
Shares 463,072 Catalyst: Mill Road submitted a Demand to inspect the company's shareholder list pursuant to section 624 of the NY
Business Corp. Law
https://www.sec.gov/Archives/edgar/data/809933/000119312517076537/d338208dex9922.htm
Comment: We initially covered EEI on July 23, 2015 when Mill Road indicated a willingness to purchase EEI for $13-$14
per share.
On October 28, 2016 Mill Road nominated two individuals for election to the board.
https://www.sec.gov/Archives/edgar/data/809933/000119312516751825/d269893dex4.htm
On March 2, 2017 Mill Road filed its preliminary proxy statement seeking to elect two new directors to the
board https://www.sec.gov/Archives/edgar/data/809933/000119312517066030/d321735dprec14a.htm
% Outstanding 15.45%
Cost Basis Not Avail
Company Info
Share Price 10.10
Revenue 101M
Market Cap 42M
Enterprise Value 31M
Net Cash 12M
EBITDA 4M
52 wk. range 8.75 – 10.70
EV/EBITDA 7.0
Entellus Medical (ENTL)
Activist Investor: Discovery Capital
Investor Info Catalyst Info
Shares 1,418,715 Catalyst: On March 6, 2017 Discovery disclosed a 6.5% stake in ENTL % Outstanding 6.5%
Cost Basis 15.58
Company Info
Share Price 10.10
Revenue 101M
Market Cap 43M
Enterprise Value 32M
Net Cash 12M
EBITDA 4M
52 wk. range 8.75 – 10.70
EV/EBITDA 7.2
LB Foster Co (FSTR)
Activist Investor: Legion Partners
Investor Info Catalyst Info
Shares 1,362,532 Catalyst: On March 9, 2017 Legion disclosed it had increased its ownership from 11.91% to 13.2%
Comment: We initially covered FSTR on December 24, 2015 when Legion disclosed a 9% "active" stake
On February 16, 2016 FSTR entered into an agreement with Legion to add one new board member. The board
will expand by one member until the annual meeting and then reduce in size again by one member to a total of
nine directors.
http://www.sec.gov/Archives/edgar/data/352825/000141588916004806/ex991-sc13da1_feb122015.htm
Legion increased its ownership from 9.6% to 11.91% since entering into a settlement agreement with FSTR on
Feb 16, 2016
Legal counsel to Legion Partners
% Outstanding 13.20%
Cost Basis 13.08
Company Info
Share Price 13.95
Revenue 484M
Market Cap 145M
Enterprise Value 273M
Net Cash -121M
EBITDA 19M
52 wk. range 9.25 – 20.77
EV/EBITDA 14.1
Hedge Fund Solutions, LLC © 2003 – 2017 Page 8 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Korea Equity Fund, Inc. (KEF)
Activist Investor: Bulldog Investors
Investor Info Catalyst Info
Shares 1,414,107 Catalyst: On March 8, 2017 Bulldog increased its ownership to 14.52%
Comment: We initially covered KEF on March 16, 2016 when City of London (COL) (42.3% at an average cost of
$8.80/share) submitted a shareholder proposal to terminate KEF's investment management and advisory
agreements with Nomura Asset Management.
On September 20, 2016 COL sent a letter to KEF's Chairman expressing its disappointment that the expected
merger with JPMorgan China Region Fund (COL owns 43% of JPMorgan China Region Fund) has reached an
impasse due to provisions of the Maryland Business Combination Act. COL says it will now submit a proposal
to terminate the investment management agreement at the earliest possible opportunity.
On December 20, 2016 COL sent a letter to the Chairman of KEF criticizing the board for adjourning the last
annual meeting "due to lack of sufficient votes to act upon the election of [the three Directors on the proxy
ballot]." COL contends there was sufficient votes and the board was simply unhappy with the results. COL is
demanding the board take steps to immediately liquidate.
https://www.sec.gov/Archives/edgar/data/912023/000107261316001010/korea13da_17993.htm
On February 6, 2017 Bulldog increased its ownership to 9.14%
% Outstanding 14.52%
Cost Basis Not Avail
Company Info
Share Price 8.30
Revenue N/A
Market Cap 81M
Enterprise Value N/A
Net Cash N/A
EBITDA N/A
52 wk. range 6.39 – 8.54
EV/EBITDA N/A
Continue to Next Page
Hedge Fund Solutions, LLC © 2003 – 2017 Page 9 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
PHH Corporation (PHH)
Activist Investor: EJF Capital
Investor Info Catalyst Info
Shares 4,489,000 Catalyst: On March 9, 2017 EJF nominated two candidates for election to the board.
https://www.sec.gov/Archives/edgar/data/77776/000089534517000131/ja13ex99_2.htm
Comment: We initially covered PHH in our August 10 2007 Catalyst Research Report, highlighting a letter from Pennant
Capital (at the time a 9.97% shareholder at an average cost of $28.62/share; Pennant currently owns 4.17%)
to the board demanding they present shareholders with an analysis that compares continued public ownership
vs. a sale. On November 24 2007 Pennant spoke with PHH’s Chairman to discuss their concerns that the
board has ignored its fiduciary responsibilities and allowed management to destroy shareholder value and risk
the viability of the Company.
Pennant also expressed its belief that senior management, with some exceptions, had little credibility in the
market and that the November 10, 2008 earnings conference call had been reckless and damaging. On the
same day, Pennant submitted a potential board candidate and suggested a newly constituted board form a
special committee of non-management directors to examine strategic alternatives.
On March 9 2009 Pennant announced that PHH is undervalued based on the fact that it was currently trading
at 46% of tangible book value. Pennant believed the fair value of PHH was in excess of $40/share and was
trading around $12 per share that day because the market had little confidence in the board and management.
As a result, Pennant nominated two people for election to the board.
On June 12, 2009 PHH and Pennant Capital issued a joint press release announcing that the two directors
nominated by Pennant Capital were elected to the board at the 2009 annual meeting.
On Feb 21, 2012 Scopia Management changed its filing status in PHH from “passive” investor to “active”
investor and disclosed a 12.4% stake.
On September 19 Orange Capital sent a letter to PHH recommending they (i) create a captive finance vehicle
which would own a significant stake in the Company’s newly originated and existing excess mortgage servicing
rights (“MSRs”), (ii) hire a financial advisor to pursue a tax-efficient sale or IPO of Fleet Management
Services, (iii) immediately commence a share repurchase program or tender offer for $150 million of common
stock, and (iv) after resolving outstanding repurchase obligations and securing new financing for newly
originated MSRs, offer to exchange the 6% convertible notes due 2017 for a combination of cash and stock.
http://www.sec.gov/Archives/edgar/data/77776/000090266413003255/p13-1758exhibit_1.htm
On October 9 Orange Capital sent a letter to the CEO requesting the Company clarify rumors about separating
its Fleet Management Services and/or its Mortgage segments.
http://www.sec.gov/Archives/edgar/data/77776/000090266413003401/p13-1834exhibit_3.htm
On January 9, 2014 Orange Capital announced it has been having discussions with PHH since early November
about (i) the uses of the more than $300 million of excess cash held by the Company and (b) strategies to
amend certain outstanding bond indentures to effect a tax-efficient sale or spin-off of its Fleet Management
business.
Legal counsel to Orange Capital
Legal counsel to Scopia Management
% Outstanding 8.4%
Cost Basis 12.58
Company Info
Share Price 12.79
Revenue 860M
Market Cap 686M
Enterprise Value 1.1B
Net Cash -719M
EBITDA N/A
52 wk. range 9.73 – 16.80
EV/EBITDA N/A
Hedge Fund Solutions, LLC © 2003 – 2017 Page 10 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Arcadia Biosciences Inc. (RKDA)
Activist Investor: Moral Compass
Investor Info Catalyst Info
Shares 22,515,364 Catalyst: Moral Compass nominated two candidates for election to the board % Outstanding 50.6%
Cost Basis Not Avail
Company Info
Share Price 0.81
Revenue 3M
Market Cap 36M
Enterprise Value 11M
Net Cash 26M
EBITDA -18M
52 wk. range 0.68 – 3.18
EV/EBITDA Negative
Rockwell Medical, Inc. (RMTI)
Activist Investor: Richmond Brothers
Investor Info Catalyst Info
Shares 6,100,000 Catalyst: On March 8, 2017 Rockwell Medical filed a lawsuit against Richmond Brothers seeking to stop them from
soliciting proxies to elect new directors. Among other things, the lawsuit claims Richmond violated securities
laws by not disclosing their relationship with other shareholders. Richmond issued a press release expressing
disappointment http://www.enhancedonlinenews.com/news/eon/20170309005720/en
Comment: On March 2, 2017 Richmond Brothers nominated two candidates for election to the board and issued a press
release outlining its reasons why.
https://www.sec.gov/Archives/edgar/data/1041024/000092189517000548/ex991to13da111265002_030217.htm
Strategy & Communications to Rockwell Medical
Legal counsel to Richmond Brothers
% Outstanding 11.9%
Cost Basis Not Avail
Company Info
Share Price 6.00
Revenue 54M
Market Cap 309M
Enterprise Value 251M
Net Cash 58M
EBITDA -20M
52 wk. range 3.55 – 10.58
EV/EBITDA Negative
Continue to Next Page
Hedge Fund Solutions, LLC © 2003 – 2017 Page 11 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Rentech, Inc. (RTK)
Activist Investor: Raging Capital
Investor Info Catalyst Info
Shares 4,366,781 Catalyst: On March 9, 2017 Raging Capital increased its ownership from 15.9% to 18.8%
Comment: We initially covered RTK on January 13, 2014 when Engaged/Lone Star sent a letter to RTK expressing
concern about the destruction of shareholder value and nominated four individuals to the Board.
On March 17, 2014 Engaged/Lone Star (Concerned Rentech Shareholders) issued a press release urging the
board to immediately halt capital raising plans and promptly hold its 2014 annual meeting.
On March 20, 2014 Engaged/Lone Star requested the Company hold a special meeting to allow shareholders to
vote on requiring the company to gain majority shareholder approval prior to an equity issuance of more than
4.9% of the outstanding shares.
On March 26, 2014 Engaged/Lone Star issued a presentation highlighting its plan for value creation at RTK.
http://www.sec.gov/Archives/edgar/data/868725/000141588914000962/ex1todfan14a09455004_032614.pdf
On March 27, 2014 RTK issued a press release stating that the board is focused on executing its strategy and
will review the presentation.
On April 10, 2014 RTK announced a $150M investment from Blackstone (which includes 2 Blackstone
appointed directors) and a settlement with Engaged/Lone Star to add 1 additional new director to its board.
http://finance.yahoo.com/news/rentech-announces-150-million-investment-131500662.html
On February 10, 2017 Raging Capital disclosed a 15.9% stake in RTK
Legal counsel to Raging Capital
Proxy Solicitor to Rentech (2014)
Legal counsel to Engaged/Lone Star (2014)
% Outstanding 18.8%
Cost Basis 1.87
Company Info
Share Price 0.72
Revenue 287M
Market Cap 17M
Enterprise Value 103M
Net Cash -86M
EBITDA -18M
52 wk. range 0.71 - 4.15
EV/EBITDA Negative
Senomyx, Inc. (SNMX)
Activist Investor: The Concerned Stockholders and Nominees of Senomyx
Investor Info Catalyst Info
Shares 10,300 Catalyst: The Concerned Stockholders announced they have submitted an alternative slate of 11 directors for election at
the annual meeting.
% Outstanding 0.0002%
Cost Basis Not Avail
Company Info
Share Price 1.07
Revenue 23M
Market Cap 49M
Enterprise Value 37M
Net Cash 12M
EBITDA -10M
52 wk. range 0.78 – 4.85
EV/EBITDA Negative
Hedge Fund Solutions, LLC © 2003 – 2017 Page 12 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
Vishay Precision Group (VPG)
Activist Investor: Ancora Advisors
Investor Info Catalyst Info
Shares Catalyst Info Catalyst: On March 8, 2017 Ancora (2.0%) sent a letter to the board of VPG announcing that they've submitted a
shareholder proposal to eliminate the company’s' dual class stock. The letter also urges the company to either
find a buyer or replace the CEO.
http://www.ancora.ws/private/Ancora%20Letter%20to%20VPG%20Chairman%20March%208,%202017.pdf
On March 10, 2017 GrizzlyRock (5.79% at an avg. $16/share) issued a presentation stating that the company is
undervalued and worth $24/sh. The undervalued stock is due to poor strategy, subpar execution, ineffective
management and a stagnant board.
https://www.sec.gov/Archives/edgar/data/1487952/000110465917015873/a17-8163_1ex99d2.htm
Comment: We initially covered VPG on February 25, 2016 when Nokomis Capital increased its ownership from 12.19%
and disclosed a 13.1% "active" stake in VPG
On November 4, 2016 Nokomis increased its ownership from 13.1% to 15.6%
% Outstanding Catalyst Info
Cost Basis Catalyst Info
Company Info
Share Price 15.55
Revenue 224M
Market Cap 205M
Enterprise Value 183M
Net Cash 22M
EBITDA 26M
52 wk. range 11.75-19.45
EV/EBITDA 7.1
WebMD Health Corp. (WBMD)
Activist Investor: Blue Harbour Group
Investor Info Catalyst Info
Shares 3,312,000 Catalyst: On March 6, 2017 Blue Harbour increased its ownership from 4.63% to 8.99% and announced plans to engage
with the board and others about the business.
Comment: We initially covered WBMD on June 6, 2012 when the company entered into a settlement with Icahn (13.4% at
the time) to appoint 1 director to 12-person board.
On October 7, 2012 WBMD entered into a settlement agreement with Kensico (11.4% at the time) to appoint 1
director;
On May 7, 2013 WBMD entered into revised settlement agreements with both Icahn and Kensico to extend
another year
On August 6, 2013 Icahn’s director designee resigned from the board and Icahn said it will not replace him
with another director; WBMD announced tender offer to repurchase 10% of its stock for $34/share
Legal counsel to Blue Harbour Group
% Outstanding 8.99%
Cost Basis 52.19
Company Info
Share Price 52.25
Revenue 705M
Market Cap 1.9B
Enterprise Value 1.9B
Net Cash -13M
EBITDA 188M
52 wk. range 48.10 – 67.55
EV/EBITDA 10.2
Hedge Fund Solutions, LLC © 2003 – 2017 Page 13 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
CONTACT INFORMATION:
Hedge Fund Solutions, LLC
Damien J. Park
Tel. +1 215.325.0514
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opinions are subject to change without notice. The Firm from time to time may perform consulting services for companies mentioned in this report and may occasionally possess material, nonpublic information
regarding such companies. This information is not used in the preparation of this report. Facts and other
information contained in this report have been obtained from the public sources considered reliable but are not guaranteed in any way.
GUIDANCE FOR HIGH-STAKES CORPORATE SITUATIONS
Spotlight Advisors is focused on helping boards and investors with complex corporate situations. Our team of
seasoned professionals are from the most respected investment banks, law firms, investment advisory and strategic
communications practices in the country. We have experience with many varieties of corporate challenges,
including:
Principal advisors in dozens of activist situations, both for companies and investors.
Hostile takeover defense and M&A activism offense and defense
Management buyouts, valuations, high profile litigation, succession planning, complex governance issues
Clients range from Fortune 100 to small-cap companies and from large institutional investor to family
offices
Contact:
Damien Park, Managing Director
Email: [email protected]
Tel: +1 215.325.0514
509 Madison Avenue, Suite 1608
New York, NY 10022
www.spotlightadvisors.com
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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
PLATINUM SPONSORS – Legal Advisers
Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific
requirements and concerns of the firm’s clients. Olshan is widely recognized as a preeminent law firm in the activist
strategy area, and represents experienced activist investors, funds new to the activist area, as well as other
investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies,
from private negotiations with management to public, high profile proxy contests, including expertly and efficiently
handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers,
with extensive expertise in these matters. Olshan’s highly regarded attorneys provide a full range of legal services
and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing
activist investors today.
Contact:
Steve Wolosky, Partner
Email: [email protected]
Tel: +1 212.451.2333
Schulte Roth & Zabel LLP (SRZ), renowned for its shareholder activism practice, has served as longtime counsel
to influential activists and has been involved in some of the highest-profile campaigns facing the business world in
recent years. With over 375 lawyers in offices in New York, Washington, D.C., and London, SRZ has a long history
of serving private equity and hedge fund clients. In 2014, SRZ expanded its shareholder activism practice into the
United Kingdom, where the firm has had a London office since 2002. Serving both activist-only and occasional
activists, the firm has unparalleled expertise in the applicable corporate laws, securities laws and proxy rules on both
sides of the Atlantic. SRZ lawyers also handle investigations and litigations arising out of activists' activities.
Contact:
Marc Weingarten, Partner and Co-chair of SRZ's global Shareholder Activism Group
Email: [email protected]
Tel: +1 212.756.2280
Eleazer Klein, Partner and Co-chair of SRZ's global Shareholder Activism Group
Email: [email protected]
Tel: +1 212.756.2376
Hedge Fund Solutions, LLC © 2003 – 2017 Page 15 of 15
HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™
PLATINUM SPONSORS – Proxy Advisors
Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with
sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether
friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other
domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting
services on a wide range of matters, including executive compensation proposals, corporate governance issues and
investor relations.
Innisfree’s reputation derives from our success in complex and/or contested situations. Key to that success is our
ability to track, identify and understand the shifting dynamics of a company’s security-holder base and provide
battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this
refined, analytical based approach enables us to deliver the extraordinary results our clients expect.
Contact:
Arthur Crozier, Co-Chairman
Email: [email protected]
Tel: +1 212.750.5837
MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance
consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York
City, Los Angeles, Palo Alto and London.
MacKenzie's services include corporate governance consulting, security holder solicitations, information agent
services for tender and exchange offers, beneficial ownership identification, market surveillance and associated
financial, investor and media relations services. We work in close partnership with our client's attorneys, investment
bankers and other consultants, providing advice and counsel at each stage of the transaction.
Contact:
Lawrence Dennedy, President
Email: [email protected]
Tel: +1 212.929.5239