New ideas (4)
Cases added to the trackers this week.
Merger Arbitrage
Spread0.8%
Open caseMG: H.I.G. Capital to buy Mistras for $20.35 a share in cash. Voting agreements cover about 31% of the shares, so approval looks manageable, and regulatory risk appears limited. Financing is committed and is not a condition. A 40-day go-shop gives some chance of a higher bid. The preliminary proxy was filed on October 15.
Activist Campaigns
- Open case
KNF: Starboard pushes Knife River for higher margins or a sale. Knife River produces aggregates, concrete and asphalt. Its adjusted EBITDA margin has stayed around 15%, against about 29% at major peers. Starboard wants at least 22% by FY2029 through better aggregate pricing and lower costs, along with tougher management targets and a sale if the margin plan fails. It values the company at about $55 a share.
Management is open to talks. All seven board seats are up for election at the 2027 AGM as the staggered board is phased out.
Spin-offs
- Open case
NFG: National Fuel Gas plans to spin off its production business. The board approved a tax-free spin-off of the natural gas production and gathering business, leaving the parent with regulated utilities, pipelines and storage. Production accounted for about two thirds of FY2025 segment EBITDA. In September, Reuters reported buyer interest in the production business at about $5bn, against NFG’s combined pro forma EV of $12.7bn at $80 a share.
At least 80.1% of SpinCo will be distributed, and any retained stake would go to reducing debt. The separation is targeted for H2 2027.
Buybacks
Authorization26%of market cap
Open caseSUNS: Sunrise Realty plans a $20m buyback at half of book value. SUNS is a commercial real estate lender in the southern US, and its shares trade at 0.5x book value. The buyback depends on its merger with affiliated lender Southern Realty Trust. Management intends to buy at least $10m of shares shortly after closing, with another $10m available depending on price. The authorization equals about 14% of the combined company’s expected market cap.
Updates from the past week (15)
Material developments that impact the investment setup.
Key updates
Spread-0.1%
Merger Arbitrage:PAG: Definitive merger agreement signed at $212.00/share, a $2.00 increase from the initial proposal; transaction expected to close in Q1 2027.
Background
Controlling shareholders' privatisation proposal for an automotive retailer
The binding papers have been signed. The controlling investors already own ~72%, effectively securing the ordinary shareholder vote. However, a separate majority-of-the-minority approval is required, and the modest ~9% premium to unaffected levels could create some pushback. Regulatory risk appears limited, with closing expected in Q1 2027.
Open the case in Merger ArbitrageEarlier updates
Special committee retained Moelis & Company as financial advisor and Paul, Weiss as legal counsel to evaluate the $210/share privatization proposal.
Deal announcement.
Spread18.8%
Merger Arbitrage:GPRO: GoPro disclosed accounting errors found during merger proxy preparation, restated financials, and obtained waivers for defaults under debt facilities.
Background
Recapitalization of a distressed action-camera manufacturer by an optical-photonics company
Shareholder approval appears likely given the CEO’s majority voting control, while regulatory risk is limited. The main concern is a potential reduction in cash consideration if adjusted NWC falls below −$110m. Based on the restated Q2 financials, estimated NWC stood at approximately −$80m in June, leaving a ~$30m cushion after deteriorating by ~$87m in H1 2026. A similar deterioration before closing could materially reduce the cash payout. Midtown Equities has committed up to $395m in closing financing, but GoPro’s ongoing liquidity pressures still create execution risk ahead of the Dec 31, 2026 outside date.
Open the case in Merger ArbitrageEarlier updates
Deal announcement.
Activist Campaigns:MTN: Oasis filed a preliminary proxy statement formally launching its proxy contest to elect four nominees and disclosing a 9.6% stake. Vail amended its credit agreement to remove the board-composition provision from the change-of-control definition, eliminating a potential trigger if activist nominees are elected.
Background
Activist pushes for operational turnaround at ski resort operator
MTN operates major ski resorts across North America, Europe, and Australia. The company has struggled with declining skier visits and season-pass sales, recently worsened by poor snowfall. Oasis Management (owns ~9.6%) is pushing for improvements in pricing, marketing, guest experience, and resort operations. The activist has nominated two directors, including former Disney CEO Bob Chapek, to drive the operational change. Even before the public campaign began, MTN had already launched its own operational improvement plan and started refreshing the board. Management continues to defend its strategy and opposes Oasis's nominees, with the backing of MTN's largest shareholder, Baron Capital (owns ~18%). At ~$146/share, MTN trades at ~10x the midpoint of FY2027 guided resort EBITDA, which assumes a recovery. Shareholders will vote on the contested board seats at the December 14 annual meeting.
Open the case in Activist CampaignsEarlier updates
Oasis increased its stake to 9%, up from 6.2% earlier in September.
FY26 resort EBITDA fell 11.7% and skier visitation declined 13.4%. Advance season-pass units were down 12%.
Oasis filed a 13D outlining its four director nominees and proposed operational improvements.
Vail confirmed receipt of Oasis's nominations and said it would evaluate the candidates alongside its ongoing board-refreshment efforts.
Activist Campaigns:EMPD: ATG's open letter says Empery's $65M data center investment missed its Q3-2026 close and remains under LOI; it urges votes for its four nominees and against the 2025 Stock Plan. Preliminary election results show shareholders elected eight of the Company's nine director nominees, including new directors Taylor Robertson and Aaron Morris. ATG filed a Section 225 action in Delaware seeking to remove director Ian Read and replace him with Gabriel Gliksberg.
Background
Bitcoin treasury company faces board challenge amid AI infrastructure pivot
EMPD is a Bitcoin digital-asset treasury (DAT) company trading at a significant discount to NAV. The company is now expanding into the AI data-center business. ATG Capital (owns 16%) is pushing for board changes, criticizing management's repeated strategic pivots and capital allocation. The activist initially nominated nine directors, then reduced its slate to four. Empery rejected the nominations, leading to a legal battle that ended on October 8 when the Delaware Supreme Court ruled in ATG's favor. At the October 14 annual meeting, shareholders elected all nine Empery-nominated directors. Shareholders also rejected the 2025 Equity Incentive Plan. Following the loss, ATG filed a Section 225 action in Delaware on October 16 seeking to remove director Ian Read and replace him with Gabriel Gliksberg. Management continues to defend its AI strategy.
Open the case in Activist CampaignsEarlier updates
Delaware Supreme Court upheld the ruling validating ATG's nominations. ISS supports two nominees, Glass Lewis three and Egan-Jones all four.
ATG reduced its slate from nine directors to four ahead of the October 14 annual meeting.
Delaware Chancery Court ruled that the board improperly rejected ATG's nominations and breached its fiduciary duties.
Empery terminated its 12.5% poison pill ahead of schedule.
Spin-offs:JNJ: JNJ indicates a preference for a spin-off over an outright sale and reaffirms its mid-2027 completion target.
Background
JNJ plans orthopaedics business spin-off after division sale talks failed
JNJ plans to separate DePuy Synthes, its slower-growing orthopaedics business focused on joint replacements, trauma and spine implants. The division generates $9.3bn in annual revenue, or around 10% of group sales. Separating the slower-growing orthopaedics division would leave JNJ more weighted toward its faster-growing pharmaceutical business. JNJ previously explored an outright sale of DePuy Synthes. In September, private equity firm Apollo was reportedly in talks to acquire the business at a valuation near $20bn. British orthopaedics competitor Smith & Nephew had also pursued a merger valuing DePuy Synthes at up to $22bn, but negotiations reportedly collapsed in early October over who would lead the combined company. Notably, DePuy Synthes is led by former Smith & Nephew CEO Namal Nawana. JNJ now favors a spin-off by mid-2027, arguing that depressed MedTech valuations make an outright sale less attractive for shareholders. The reported valuations imply 2.2–2.4x EV/sales, compared with around 3x for orthopaedics peer Zimmer Biomet. Standalone profitability and debt allocation remain undisclosed.
Open the case in Spin-offsEarlier updates
Bloomberg reports Apollo is in talks to acquire DePuy Synthes at a valuation approaching $20bn.
DePuy Synthes acquires spinal implant manufacturer Expanding Innovations for undisclosed terms.
JNJ appoints Christina Zamarro as DePuy Synthes CFO, effective July 13.
Reuters and Bloomberg report JNJ is exploring a sale of DePuy Synthes at a potential valuation exceeding $20bn.
Other updates
Merger Arbitrage
Spread0.4%
ROKU: Roku stockholders voted to adopt the merger agreement with Fox; 81.5% of outstanding shares voted in favor.
Background
Acquisition of a streaming platform by a media corporation
Shareholder approval has been obtained. Regulatory approvals are required across multiple jurisdictions but look manageable given the vertical nature of the deal. The spread primarily reflects the extended timing into the first half of 2027.
Open the case in Merger ArbitrageEarlier updates
The parties received a request for additional information from DOJ.
Definitive proxy filed; special shareholder meeting set for October 14, 2026.
Deal announcement.
Spread7.4%
SMTI: FTC issued a Second Request to MiMedx and Sanara, extending the HSR waiting period until 30 days after substantial compliance.
Background
Acquisition of a surgical regenerative-medicine company by MIMEDX
Shareholder approval has been obtained. On October 15, 2026, the FTC issued a Second Request for additional information, extending the HSR waiting period until 30 days after substantial compliance. The closing timeline is uncertain.
Open the case in Merger ArbitrageEarlier updates
Shareholders approved the merger; HSR waiting period extended to Oct 15, 2026 after withdrawal and refiling.
HSR waiting period expired.
Definitive proxy filed; special shareholder meeting set for September 30, 2026.
Deal announcement.
Spread-0.1%
VAL: Brazilian antitrust authority CADE approved the Valaris/Transocean business combination without restrictions; decision expected to become final after publication and a 15-day waiting period, completing all regulatory approval conditions. Definitive joint proxy statement filed and mailed; Transocean EGM and Valaris Court Meeting scheduled for Nov 24, 2026.
Background
Merger of two major global offshore drilling contractors
Shareholder approval from both companies remains outstanding. Given support agreements covering roughly 9% of Transocean and 18% of Valaris shares, shareholder approval appears likely. All required regulatory approvals have been obtained. The parties anticipate closing on or about December 1, 2026.
Open the case in Merger ArbitrageEarlier updates
DOJ closed HSR antitrust investigation; HSR waiting period expired.
Valaris/Transocean received CFIUS approval; DOJ Second Request remains ongoing, with parties agreeing not to certify substantial compliance before Jul 31.
DOJ issues Second Request, extending HSR review.
Deal announcement.
Spread13.6%
LNTH: Shareholders approved the merger agreement with Curium at a special meeting.
Background
Buyout of a radiopharmaceutical diagnostics company by Curium
Shareholder approval has been obtained. Regulatory clearance remains the main hurdle given both companies’ radiopharmaceutical exposure. On Oct 21, the FTC issued a Second Request, extending the review process. Closing is still expected in H1 2027, with the spread reflecting the lengthy regulatory timeline and uncertainty around the CVR’s value.
Open the case in Merger ArbitrageEarlier updates
Parties voluntarily withdrew and resubmitted their HSR filing to give the FTC additional time to complete its review. The new deadline is October 21.
Definitive proxy filed; special shareholder meeting scheduled for October 14, 2026.
Preliminary proxy statement filed.
Deal announcement.
Strategic Reviews
LOOP: India facility rescaled to 45 KTA to reduce capital needs; construction targeted for completion by end of 2028. 10-Q reports cash of $836K, going-concern doubt, and Nasdaq non-compliance notices; India JV debt syndication progressing with term sheets received.
Background
Recycling technology company seeking capital for first large-scale plant
LOOP owns a technology that turns waste plastic and polyester back into clean plastic. The strategic review was launched in September after a 6.9% shareholder pushed for a capital raise or potential sale and later became Chairman. The immediate priority is funding LOOP’s share of a $165–170m recycling plant in India, which would be the first large-scale use of its technology. The board is also considering a sale, merger or other ways to monetize the company’s IP. LOOP currently generates little revenue, so most of its value depends on whether that technology can be financed and successfully scaled. The founder and CEO, who previously served as Chairman, still controls roughly 75% of the voting power.
Open the case in Strategic ReviewsEarlier updates
Strategic Review Announced.
FBIN: Fortune Brands signed a definitive agreement to sell Fiberon to Inteplast for $160 million cash; closing expected within 60 days subject to regulatory approval.
Background
Building-products company that has agreed to sell its decking business
FBIN is a building-products company that agreed to sell Fiberon, its underperforming composite decking business, to Inteplast Group for $160m in cash on October 15. The sale follows a strategic review launched in May after activist involvement and a broader governance reset. Closing is expected within 60 days, subject to regulatory approval. Fiberon has weighed on performance, with Outdoors sales down 3.8% in Q2 versus 1.5% excluding Fiberon. The company expects an additional $175–205m non-cash impairment related to the sale, following a previous $221m write-down. At the prior reference price of around $38.50/share, FBIN trades at roughly 11.4x the midpoint of 2026 adjusted EPS guidance.
Open the case in Strategic ReviewsEarlier updates
Management said the review remains focused on Fiberon rather than a broader company-wide process.
New CEO took over and management increased direct oversight of Fiberon.
Launched a formal strategic review of Fiberon with no completion timetable.
Ed Garden joined the board as part of a broader leadership reset.
Activist Campaigns
SKYA: SkyAI announced intention for $3.00/share tender offer for up to 95% of shares and rejected Forward's latest proposal.
Background
Solana treasury company facing board-change pressure after shareholder revolt
SKYA is a Solana treasury company trading at a large discount to its crypto holdings. In May, the board adopted a 15% poison pill and later rejected an unsolicited bid from Forward Industries. Bastion (owns 9.99%) went activist in September, pushing for independent directors to review related-party transactions, dilution and capital allocation. At the September 18 meeting, directors received roughly three times more withhold votes than support, while the equity plan was rejected by 82%. Forward separately joined the campaign and raised its offer to 0.306 FWDI shares per SKYA share, then worth $2.13. In October, SKYA launched a tender for up to 48.3m shares and warrants at $3.00 each, a 65% premium to the October 9 close and ~0.95x mNAV. The tender expires October 29, requires a 50% minimum tender and SOL remaining above $100, and would be funded through cash and SOL sales, leaving SKYA with no SOL holdings. The board again rejected Forward's proposal. Bastion continues to seek a full board reconstitution, but the tender has shifted the near-term focus from narrowing the mNAV discount to tender execution and the value of the remaining business.
Open the case in Activist CampaignsEarlier updates
Bastion called for full board reconstitution and action to narrow the mNAV discount.
SKYA acknowledged significant shareholder concerns and said it was reviewing governance, capital allocation and strategic direction.
Directors received roughly 3x more withhold votes than support, while the equity plan was rejected by 82%.
Forward raised its acquisition proposal to 0.306 FWDI shares per SKYA share, then worth $2.13/share.
BHR: Brancous, LP1 (0.9% owner) filed a preliminary proxy statement nominating a full slate of five directors for the December 21 annual meeting, launching a separate proxy contest.
Background
Activists challenge costly management exit as board fight heads to court
BHR owns luxury hotels across the US and Caribbean. Its plan to separate from longtime external manager Ashford has drawn shareholder opposition over roughly $505m in termination payments, equivalent to 16 years of historical fees. To fund the separation, BHR has already sold four hotels for $628m and agreed to sell another for $372m. Management expects over $25m in annual savings, but several shareholders have questioned the cost and the board's independence in negotiating the deal. Al Shams (owns ~9.5%) initially challenged the board but withdrew its director slate in October after securing a $40m settlement payment. It also agreed to support management's nominees and a 10-year standstill. Brancous (owns ~0.9%) continues the fight, seeking five of eight board seats at the December 21 AGM to oversee the separation and remaining asset sales. BHR rejected its nominations on procedural grounds, and the dispute is now in court. Zazove Associates (owns 7.6%) has also criticized the termination terms and pledged to support an alternative independent board slate.
Open the case in Activist CampaignsEarlier updates
Al Shams agreed to withdraw its director nominations under a $40m settlement, including expense reimbursements. Zazove wasn't a party.
BHR agreed to sell Four Seasons Resort Scottsdale for $372m to help fund its separation from Ashford.
Zazove criticized the Ashford termination payments and restrictive nomination procedures, while supporting an alternative director slate.
BHR announced plans to become self-managed and replace most directors, targeting over $25m in annual savings.
Spin-offs
LBTYA: European Commission clears VodafoneZiggo's €669m tower sale, expected to close by year-end. LBTYA reaffirms its mid-2027 spin-off target.
Background
LBTYA plans Ziggo Group spin-off to unlock value in European telecom assets
LBTYA will combine its Dutch telecom business VodafoneZiggo with its Belgian subsidiary Telenet and spin off the combined entity as Ziggo Group, which will be listed in Amsterdam. The move follows its successful 2024 spin-off of Sunrise and could help unlock value currently buried within Liberty Global's complex holding structure. Management estimates Ziggo Group alone could be worth up to $14 per LBTYA share if it meets its 2028 targets, compared with LBTYA's share price of $8 in late October. The company plans to distribute its entire 90% stake in Ziggo Group to shareholders. The main challenge is leverage. VodafoneZiggo currently carries net debt of 6x annualized adjusted EBITDA, while the combined Ziggo Group aims to reduce leverage to 4.5x by 2028, partly through €1.2–1.4bn in planned asset sales ahead of the listing. The spin-off is targeted for mid-2027.
Open the case in Spin-offsEarlier updates
Ziggo Group appoints its senior leadership team, including CEO Stephen van Rooyen and CFO Jany Fruytier.
LBTYA agrees to sell VodafoneZiggo's Dutch tower assets for €669m at 16.2× FY2025 tower EBITDA. The transaction forms part of a €1.2–1.4bn asset disposal program.
LBTYA completes the acquisition of Vodafone's 50% stake in VodafoneZiggo for €1bn in cash and 10% of Ziggo Group. A related financing restructuring results in €2.12bn of Telenet debt repayment, funded partly through Wyre borrowings.
Management outlines targets of €500m in adjusted FCF and ~4.5× leverage by 2028, supported by asset disposals, lower capex and operating improvements.
Buybacks
Authorization72%of market cap
YEXT: Board approves a performance-based equity award for CEO Michael Walrath covering up to 11m shares, subject to shareholder approval and sustained stock-price targets beginning at $21.
Background
Yext launches major buybacks after failed management takeover
YEXT provides enterprise software that helps brands manage their visibility across search engines and AI platforms. In August 2025, CEO Michael Walrath proposed taking the company private for $9/share, but withdrew the offer in February after failing to secure financing. Following a strategic review in March, YEXT instead repurchased $140m of shares through a Dutch auction at $5.75/share, retiring nearly 20% of its outstanding shares. Management subsequently expanded the open-market authorization by another $100m, but repurchased just $8.7m during the July quarter. Another $106m remains authorized, equivalent to 15% of current market cap, with management planning further purchases opportunistically. At around $7/share, YEXT trades at 6.6× TTM adjusted EBITDA.
Open the case in BuybacksEarlier updates
YEXT reports fiscal Q2 results, with adjusted EBITDA rising 29% despite a 2% revenue decline. The company confirms $106.2m in remaining repurchase capacity at July-end.
YEXT announces a $100m expansion of its existing open-market repurchase program, bringing cumulative authorizations to $300m.
YEXT completes its $140m Dutch auction tender, purchasing 24.35m shares at $5.75/share and retiring approximately 19.7% of outstanding shares.
YEXT reduces its tender size from $180m to $140m, citing increased borrowing costs.