New ideas (7)
Cases added to the trackers this week.
Merger Arbitrage
Spread0.3%
Open casePCRX: Viatris tender offer for PCRX at $36.50 in cash. The price is a ~45% premium. The tender needs a majority of the outstanding shares, which should be straightforward at that price. The HSR waiting period expired on October 29, clearing the main regulatory hurdle. The offer runs until November 16, and closing is expected shortly after.
Spread0.9%
Open caseOPCH: CD&R and McKesson to buy Option Care Health for $32.05 a share. The cash offer is a ~37% premium, and approval needs a majority of the outstanding shares. HSR and state healthcare approvals are still required. McKesson’s specialty drug distribution and infusion management businesses create real vertical and some horizontal overlap, which makes the regulatory review the key risk ahead of a close in the first half of 2027.
Spread5.6%
Open casePTC: Schneider Electric agrees to buy PTC for $205 a share in cash. The offer is a 42.3% premium and needs a majority of the outstanding shares. HSR, foreign antitrust and FDI reviews and CFIUS remain, and the parties must also address DCSA/FOCI mitigation for PTC’s US security clearance business. Direct product overlap looks limited after the ThingWorx and Kepware divestiture. The length of the regulatory process is the main risk, with closing expected in Q3 2027.
Strategic Reviews
- Open case
EVTL: Vertical Aerospace starts a strategic review to fund its way to certification. Vertical is a pre-revenue developer of electric aircraft for commercial and defense use. Certification is now targeted for 2029, but current resources only fund operations through Q3 2027, even after a ~$100m financing in August. The review launched in September is looking for more financing and possible strategic or financial partners.
Mudrick Capital is both the senior secured lender and the largest equity holder. Its reported 64% beneficial ownership, mostly through convertible debt, gives it significant influence over the outcome.
Activist Campaigns
- Open case
IRT: Irenic pushes Independence Realty to sell itself rather than buy Centerspace. IRT, a Sunbelt apartment REIT, agreed in September to buy Centerspace in an all-stock deal. Irenic Capital (~2%) opposes the acquisition and argues IRT could fetch $18–20 a share in a sale. Management expects the deal to add to FFO per share and points to faster Core FFO growth at IRT than at Centerspace through 2031.
Shareholders vote on November 10. Irenic will vote against, though no wider opposition has emerged, and passive funds hold about 30% of the shares.
Buybacks
Authorization27%of market cap
Open caseHOST: Host Digital announces a $15m buyback while its first data center waits for financing. Host Digital is an AI data center developer that listed through a reverse merger in September. It raised $17.5m at $8 a share, and the stock fell below $2 within weeks. The new authorization equals about 11% of the diluted market cap. The first Oklahoma project has a signed 15-year lease worth $1.25bn, but project financing is still not in place with delivery targeted for Q1 2027. Management has said development comes ahead of repurchases, and no buybacks have been confirmed.
Authorization16%of market cap
Open caseEARN: Ellington Credit launches a $20m buyback as the shares slip below NAV. EARN is a closed-end fund that invests mainly in CLO debt and equity. Heavy selling and wider credit spreads have hit the CLO sector, partly on worries about AI disruption among software borrowers. EARN held up better than several peers but moved below NAV in October after trading at a premium earlier in the year. The buyback equals 15% of the market cap. At around $3.50, the shares trade at a 14% discount to the latest estimated NAV of $4.04.
Updates from the past week (16)
Material developments that impact the investment setup.
Key updates
Spread-0.6%
Merger Arbitrage:LCII: LCI received an unsolicited, non-binding proposal from Monomoy Capital Partners to acquire all outstanding shares for $101 per share in cash; Patrick merger remains in place and Board continues to recommend it. LCI Board unanimously determined Monomoy's $101/share cash proposal does not constitute a superior proposal and is not reasonably likely to lead to one; reaffirmed recommendation for Patrick merger.
Background
Merger of equals in the outdoor recreation and housing component sectors
LCI's board unanimously rejected Monomoy Capital's unsolicited $101/share cash proposal, concluding that it undervalued the company, and reaffirmed its support for the Patrick merger. Shareholder approvals from both companies remain outstanding, with votes scheduled for November 18. The main hurdle is regulatory clearance given the substantial overlap in RV components, with the DOJ having issued a Second Request in October. Closing remains expected in H1 2027.
Open the case in Merger ArbitrageEarlier updates
Definitive proxy filed.
DOJ issued a Second Request for information on the merger, extending the HSR waiting period.
LCI voluntarily withdrew and refiled its HSR Act notification, initiating a new waiting period.
LCI and Patrick filed HSR premerger notification forms with the FTC and DOJ.
Strategic Reviews:MNRO: Q2 earnings have been released; the strategic review has been reaffirmed. Monro entered a $375M credit facility with Ares Capital, replacing its prior debt and including change-of-control provisions.
Background
Auto-services chain exploring a sale after activist stakebuilding and governance changes
MNRO operates about 1,100 tire and auto-service locations and is still working through a prolonged downturn. The company launched its strategic review in May 2026, with a potential sale, asset sales, refinancing and operational changes among the options. The governance backdrop has also improved for a transaction. The Solomon family’s super-voting shares converted into common stock in June 2026, leaving the company with a single share class. Carl Icahn owns about 16–17% of the common stock and has a similar-sized economic exposure through swaps. Another prominent investor, GAMCO, has also built a double-digit stake. Icahn’s recent $700m sale of Pep Boys, a close peer to MNRO, provides a useful valuation reference and shows his willingness to pursue a sale in the sector. Management noted in July 2026 that the review was well underway.
Open the case in Strategic ReviewsEarlier updates
Management said the strategic review was well underway and continued to include a potential sale.
Super-voting Class C shares converted into common stock, removing the founder’s longstanding veto power.
Launched a formal strategic review covering a potential sale, asset sales, refinancing and other alternatives.
Icahn built a roughly 17% stake, prompting Monro to adopt a poison pill with a 17.5% trigger.
Activist Campaigns:MTN: MTN and Oasis entered into a confidentiality agreement to facilitate potential settlement discussions ahead of the proxy contest. MTN formally opposed Oasis's nominees and defended its existing turnaround strategy. Largest shareholder Baron Capital (~18%) publicly backed management and its board slate.
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
MTN filed its preliminary proxy statement. The annual meeting is scheduled for December 14, with October 19 set as the voting record date.
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.
Oasis filed a preliminary proxy statement formally launching its proxy contest to elect four nominees and disclosing a 9.6% stake.
Oasis increased its stake to 9%, up from 6.2% earlier in September.
Activist Campaigns:ETD: Independent proxy advisory firm Glass Lewis recommended shareholders vote for all five of DGB's nominees and withhold from all incumbents at Ethan Allen's Nov 4 annual meeting. ISS recommended retaining a majority of Ethan Allen directors and did not endorse DGB's full-board replacement, recommending votes for three incumbents and two DGB nominees.
Background
Activist seeks full board takeover to reverse prolonged sales decline
ETD manufactures and sells furniture through its own factories and retail stores. The business has struggled with a multi-year sales decline, with annual revenue falling from $1.1bn in FY2006 to $580m in FY2026. DGB Investment (owns 5.2%) blames outdated merchandising, weak e-commerce execution, and years of poor management under CEO Farooq Kathwari (owns 9%), who has led ETD since 1988. The activist has nominated five directors to replace the entire board and overhaul the business. Amid the campaign, ETD paid a $3/share special dividend in September and committed to naming Kathwari's successor by June 2027. DGB criticized the dividend, arguing that the cash should instead fund growth initiatives. Glass Lewis and Egan-Jones support all five activist nominees, while ISS backs two dissidents and three incumbents. At ~$20/share, ETD trades at 13x FY2026 adjusted earnings. Shareholders will vote on all five board seats at the November 4 AGM.
Open the case in Activist CampaignsEarlier updates
Independent proxy advisory firm Egan-Jones recommended shareholders vote for all five of DGB's nominees and withhold from all incumbents at Ethan Allen's Nov 4 annual meeting.
DGB filed a definitive proxy statement and WHITE universal proxy card and posted campaign materials supporting its director slate.
ETD urged shareholders to reject DGB's five-director slate and backed the incumbent board.
ETD announced plans to name a successor to longtime CEO Farooq Kathwari by June 30, 2027.
Activist Campaigns:FUL: Ancora demanded a comprehensive strategic review, including a potential sale of FUL, arguing that management's proposed smaller asset sales would not meaningfully reduce debt. The activist also reserved the right to bid for the entire company or escalate its campaign.
Background
Activist pushes for asset sales and strategic review
FUL manufactures specialty adhesives used in packaging, healthcare, construction, and industrial products. Ancora (owns ~2.3%) is pushing for asset sales to reduce FUL's debt burden and unlock value. The activist has also tried to buy FUL's building-adhesives division outright, a business accounting for about 20% of sales. Its latest offer of up to $1.4bn could substantially reduce FUL's $2bn net debt, particularly ahead of its planned acquisition of a UK-based peer for over $800m. However, the board rejected both offers, arguing that the division was worth more and that separating it would create operational inefficiencies and add a significant cost burden. Instead, FUL has begun exploring sales of smaller, noncore businesses, with the review expected to conclude by year-end. Ancora considers this insufficient and is now demanding a full strategic review, including a potential sale of the entire company. The activist has also left the door open to bidding for the entire company outright or launching a proxy fight. FUL has a staggered board, making it harder for Ancora to take control.
Open the case in Activist CampaignsEarlier updates
FUL issued $850m of 7.625% notes due 2034 to help finance the AMS acquisition, replacing its $917m bridge facility. $450m of the notes must be redeemed if the acquisition fails to close by the applicable deadline, initially June 25, 2027.
FUL rejected Ancora's revised offer for its building-adhesives division but announced a market check for selected noncore businesses, expected to conclude by year-end.
Ancora increased its cash offer for the building-adhesives division to $1.2–1.4bn, supported by a financing confidence letter from Fortress.
FUL rejected Ancora's initial offer, arguing that it undervalued the division and overlooked significant separation costs.
Other updates
Merger Arbitrage
Spread0.8%
MG: Go-shop period expired; no competing proposal announced. Special shareholder meeting scheduled for November 24, 2026.
Background
Buyout of an industrial asset integrity and testing provider by a PE
Shareholder approval appears manageable given voting agreements covering ~31% of shares, while regulatory risk seems limited. Financing risk is low, with committed debt and equity financing and no financing condition. The main remaining risks are shareholder approval and regulatory timing, while the 40-day go-shop provides some overbid optionality.
Open the case in Merger ArbitrageEarlier updates
Preliminary proxy filed.
Deal announcement.
Spread0.9%
TYFG: TYFG special meeting of stockholders scheduled for October 29, 2026. Shareholders approved the merger agreement with HBT Financial.
Background
Merger of two Illinois community banks
The only remaining condition is the banking regulatory approval. Regulatory risk appears manageable. The stock is highly illiquid.
Open the case in Merger ArbitrageEarlier updates
Deal announcement.
Spread2.0%
VREX: Shareholders approve merger with Teledyne.
Background
Acquisition of an X-ray imaging components manufacturer by Teledyne
Shareholder approval has been obtained. The regulatory clearances remain. Regulatory risk appears limited given the minimal product overlap. The spread primarily reflects the early-2027 closing timeline.
Open the case in Merger ArbitrageEarlier updates
Company files supplemental proxy disclosures; HSR waiting period expires Nov 19, NSIA review period runs until Nov 18.
Definitive proxy filed; special shareholder meeting set for October 28, 2026.
Preliminary proxy filed.
Deal announcement.
Spread50.6%
LFCR: Preliminary proxy filed; HSR waiting period terminated early.
Background
Buyout of a sterile injectable CDMO by healthcare-focused PE
Shareholder approval is required but is likely, with voting agreements in place with Wynnefield Capital (~14.3%) and Legion Partners (~17.3%), representing ~31.6% combined beneficial ownership. The HSR review has been terminated early.
Open the case in Merger ArbitrageEarlier updates
Board establishes November 4, 2026 as record date for special meeting to vote on merger.
Deal announcement.
Spread2.2%
ARX: Preliminary proxy filed.
Background
Buyout of a specialty insurance platform by Thoma Bravo
Shareholder approval appears effectively secured, with Altamont affiliates holding approximately 82% of voting rights under a support agreement. Financing is committed and is not a closing condition. The key risk is regulatory, particularly the required insurance approvals, which also drive the ticking-payment mechanics.
Open the case in Merger ArbitrageEarlier updates
Go-shop period expired with no alternative proposals received.
Deal announcement.
Strategic Reviews
CHDN: Board approved a new $750 million share repurchase program, replacing the prior $500 million authorization. Closed eighth amendment extending Revolver and Term Loan A maturities to 2031 and entered into new $500 million 2033 Term Loan B.
Background
Racing-and-gaming operator selling regional casinos to reduce debt
CHDN is a large racing and gaming operator best known for the Kentucky Derby. The company is exploring a sale of nine wholly owned regional casinos that generate roughly $280–300m of annual EBITDA combined, equal to around a quarter of CHDN’s total EBITDA. The assets could be sold together or separately. The review follows a broader reassessment of the company’s portfolio and capital allocation, with the potential sale shifting more of the business toward racing, historical racing and wagering. CHDN ended Q2 at 3.7x net bank leverage and is targeting around 3x or lower after the disposals. At around $93/share, CHDN trades at roughly 8.5x LTM EBITDA and 12x earnings.
Open the case in Strategic ReviewsEarlier updates
Said the nine-casino portfolio generates an estimated $280–300m of annual EBITDA and targeted post-sale leverage of 3.0x or less.
Launched a strategic review for nine regional casinos, with potential sales together or separately and no transaction timetable.
PBI: Raised low end of 2026 revenue guidance to $1.83B and FCF guidance to $380M; narrowed Adj. EBIT and EPS ranges.
Background
Turnaround story now testing strategic alternatives
PBI is a mailing and shipping technology company that has spent the last few years restructuring the business, including exiting its loss-making e-commerce operations and cutting costs. In June, the company expanded its strategic review to consider a broad range of alternatives, including a potential sale, divestitures and other transactions. The underlying business has improved, although mailing volumes continue to decline and leverage remains high. At around $16.75/share, PBI trades at roughly 10.3x the midpoint of 2026 adjusted EPS guidance, modestly above closest peer Quadient at around 8.5x forward earnings. Net debt is roughly $1.8bn. CEO Kurt Wolf originally joined through activist Hestia, which helped drive the earlier governance and operating reset.
Open the case in Strategic ReviewsEarlier updates
Repriced $585M Term Loan B to SOFR+300bps, cutting annual interest expense by ~$4M.
Repurchased $46.5m principal of long-dated notes, continuing deleveraging.
Raised adjusted EPS guidance to $1.55–$1.70 and adjusted FCF guidance to $360–410m.
Launched the external strategic-alternatives phase with an independent committee and advisers; no deadline was disclosed.
Activist Campaigns
VOYA: TOMS Capital issued an investor presentation detailing its case for the Nov 24 no-confidence vote and revealed Voya's failed SEC lobbying and a second books-and-records demand.
Background
Activist pushes for sale and challenges board through shareholder referendum
VOYA operates retirement-plan, investment-management, and employee-benefits businesses. TOMS Capital (4.65% economic exposure, mostly through options) is pushing for a sale or breakup, arguing that weak performance in Employee Benefits has weighed on the valuation of its stronger retirement and asset-management businesses. At ~$99/share, VOYA trades at around 9x forward earnings, two turns below the retirement-sector peers cited by TOMS. In July, reports emerged that Principal Financial had expressed takeover interest, although no formal offer materialized. TOMS claims management remains unwilling to engage with credible potential buyers. With VOYA resisting a strategic review, the activist has organized its own nonbinding shareholder vote for November 24 to gauge opposition to management and its strategy. VOYA has strongly opposed the initiative, accusing TOMS of misleading shareholders and urging investors not to participate. TOMS has yet to nominate its own director slate for the 2027 AGM, with the nomination window running from January 21 to February 20.
Open the case in Activist CampaignsEarlier updates
TOMS began mailing proxy materials for its November 24 no-confidence referendum.
TOMS scheduled the non-binding shareholder referendum. Voya rejected the exercise as an unofficial straw poll.
TOMS launched its no-confidence campaign against Voya's board and management.
Principal Financial was reportedly among parties interested in acquiring Voya, although no formal bid emerged.
BHR: Braemar announced it will nominate seven new independent directors and CEO Stockton for the annual meeting, with all legacy Ashford directors stepping aside. Al Shams (9.48%) endorsed Braemar's proposed board refresh, saying it had engaged Ferguson Partners but not met the nominees.
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
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.
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.
Buybacks
Authorization12%of market cap
ABG: ABG reports an 8% revenue decline and a 16% adjusted EBITDA decline in Q3. Management confirms no quarterly buybacks, with ~$322m remaining authorized, and discusses potential strategic options for Total Care Auto.
Background
Asbury pauses buybacks as deleveraging takes priority
ABG is a major US automotive retailer undergoing portfolio optimization as industry demand continues to weaken. In February, the company sold ten dealerships for $210m in net proceeds and replenished its buyback authorization to $500m, equivalent to around 12% of its market cap at the time. Management is also considering separating Total Care Auto, a capital-light vehicle-protection business that generates roughly 10% of the group's segment operating income. During H1 2026, the retailer repurchased $278m of shares, reducing shares outstanding by c. 7%. The company made no repurchases in Q3 and is now prioritizing debt reduction, aiming to bring leverage from 3.5× to below 3.0× by mid-2027. Another $322m in authorized capacity remains, equivalent to around 9% of market cap. At around $198/share, ABG trades at 7.5x TTM adj. EBITDA on an EV basis.
Open the case in BuybacksEarlier updates
ABG completes its company-wide Tekion software migration and the rollout of Total Care Auto products across all dealerships.
ABG announces the sale of ten dealerships generating ~$210m in net proceeds and increases its remaining buyback authorization by $424m to $500m.
ABG completes the ~$1.76bn acquisition of Herb Chambers Automotive Group, expanding its dealership network but adding leverage and integration requirements.
Authorization19%of market cap
NMFC: NMFC announces a one-year extension of its $150m buyback authorization through December 2027, confirming approximately $70m of cumulative repurchases.
Background
New Mountain sells loans to fund share repurchases
NMFC is a BDC providing financing to PE-backed middle-market companies. After exhausting its previous buyback program, the company announced a new $100m authorization in October 2025, equivalent to 10% of market cap. In March, NMFC sold $468m of less liquid loans at 94% of their reported fair value, while freeing up capital for buybacks at a much steeper discount to NAV. Management expanded the authorization to $150m in May and repurchased $66m during H1 2026. Another $80m remains authorized, equivalent to 12% of the current market cap. Losses on New Mountain’s loans have more than offset the NAV gains from buybacks, while falling investment income led to a 22% dividend cut. At around $7/share, NMFC trades at 0.65x reported NAV.
Open the case in BuybacksEarlier updates
NMFC reports NAV of $10.89/share and Q2 NII of $0.26/share, narrowly covering its reduced $0.25 quarterly dividend. H1 repurchases generate $0.30/share in NAV accretion.
NMFC announces a $50m increase to its existing authorization, bringing total capacity to $150m.
NMFC completes the sale of approximately $468m of investments across 15 portfolio companies at 94% of their December 2025 fair value, releasing capital for deleveraging, buybacks and reinvestment.
NMFC announces a new $100m repurchase authorization following the exhaustion of its previous program.