Activist Investing Research

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  • CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

    Subscribe to receive this FREE Report emailed weekly.

    www.hedgerelations.com/research.html

  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending April 24, 2015

    SYMBOL COMPANY INVESTOR

    ACY AeroCentury Corp Lee Beaumont AEC Associated Estates Realty Land & Buildings AHT Ashford Hospitality Trust UNITE HERE BTN Ballantyne Strong, Inc. Fundamental Global Partners BXE Bellatrix Exploration Ltd Orange Capital CMK MFS Intermarket Income Bulldog Investors DD E.I. du Pont, Inc. Trian Fund Management ESSX Essex Rental Corp Casey Capital FRM Furmanite Corporation Mustang Capital GLQ Clough Global Equity Bulldog Investors GTE Gran Tierra Energy West Face Capital IMN Imation Corp Clinton Group IPAS iPass, Inc. C. Silk & Sons MAC The Macerich Company Land & Buildings; Orange Capital MGM MGM Resorts INternational Land & Buildings MSLP MusclePharm Corp Wynnefield Capital PBY Pep Boys, Inc. GAMCO Investors PCI PIMCO Dynamic Credit Ironsides Partners PKT Procera Networks Castle Union Partners PRGX PRGX Global Becker Drapkin RIT LMP Real Estate Income Fund Bulldog Investors ROVI Rovi Corporation Engaged Capital SCSS Select Comfort Blue Clay Capital SUP Superior Industries GAMCO Investors VSI Vitamin Shoppe, Inc. Carlson Capital

    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.

    To Learn More: Download a brochure http://www.hedgerelations.com/CIR/CIR%20Brochure.pdf

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  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    AeroCentury Corp (ACY) Activist Investor: Lee Beaumont

    Investor Info Catalyst Info Shares 150,000 Catalyst:

    On April 21 Beaumont issued a presentation seeking support for his appointment to the board. http://www.sec.gov/Archives/edgar/data/1036848/000110465915029233/a15-7073_11dfan14a.htm On April 23 Beaumont issued a shareholder letter outlining the need for new directors, highlighting the companys continuing poor performance and excessive fees. http://www.sec.gov/Archives/edgar/data/1036848/000104746915003825/a2224422zdfan14a.htm Comment: We initially covered ACY on December 5 when Beaumont proposes to acquire ACY for $12.50 per share in cash. http://www.sec.gov/Archives/edgar/data/1036848/000110465914085088/a14-25726_1ex99d1.htm On December 17 ACY rejected Beaumonts offer. After having his $12.50/share offer rejected by ACY's board, Beaumont sent a letter saying he is willing to discuss an increased offer before January 14 or he may seek board representation. http://www.sec.gov/Archives/edgar/data/1036848/000110465915002165/a15-2302_1ex99d3.htm On February 11 Beaumont nominated himself to the board of ACY. http://www.sec.gov/Archives/edgar/data/1036848/000110465915008770/a15-4212_1ex99d4.htm

    % Outstanding 9.7% Cost Basis 14.30 Company Info Share Price 11.64 Revenue 26M Market Cap 18M Enterprise Value 150M Net Cash -130M EBITDA 11M 52 wk. range 7.61 18.40 EV/EBITDA 13.9

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  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    Associated Estates Realty (AEC)

    Activist Investor: Land and Buildings

    Investor Info Catalyst Info Shares 1,671,885 Catalyst:

    AEC announced a deal to be sold to Brookfield Asset Management for $28.75/share. https://finance.yahoo.com/news/brookfield-affiliate-acquire-associated-estates-131500468.html Comment: We initially covered AEC on November 17, 2014 when Land and Buildings announced plans to nominate 7 people to the board. http://www.sec.gov/Archives/edgar/data/911635/000090266414004418/p14-2227exhibit_1.htm On January 28 Land and Buildings held a conference call with 2 of its 7 director nominees to discuss its path to value improvement On January 28 Land and Buildings issued a presentation highlighting opportunities to unlock value at AEC http://www.sec.gov/Archives/edgar/data/911635/000090266415000340/p15-0222dfan14a.htm Land and Buildings sent a letter to the Chair and CEO of AEC commenting on its recent meeting http://www.sec.gov/Archives/edgar/data/911635/000090266415000510/p15-0376dfan14a.htm On February 24 AEC issued a presentation to set the Record Straight http://www.sec.gov/Archives/edgar/data/911635/000091163515000049/defa14afeb252015presentation.pdf On February 27 Land and Buildings issued a press release calling for real change and highlighting the potential upside for shareholders under a reconstituted board. http://www.sec.gov/Archives/edgar/data/911635/000090266415001434/p15-0844dfan14a.htm On March 12 Land and Buildings announced it is nominating three candidates to the board. http://www.sec.gov/Archives/edgar/data/911635/000090266415001709/p15-0913exhibit_1.htm On March 13 AEC filed its preliminary proxy materials and set the annual meeting for May 22 http://www.sec.gov/Archives/edgar/data/911635/000119312515090227/d862541dpre14a.htm On April 8 Land and Buildings sent a letter to AEC shareholders highlighting why change is necessary and seeking support for its three director nominees. On April 15 L&B issued a letter calling for a re-balancing of the board in favor of shareholders' interests. http://www.sec.gov/Archives/edgar/data/911635/000090266415002205/p15-1130dfan14a.htm

    Proxy Solicitor to Land and Buildings

    Proxy Solicitor to AEC

    % Outstanding 2.9% Cost Basis Not Avail Company Info Share Price 28.45 Revenue 195M Market Cap 1.7B Enterprise Value 2.5B Net Cash -745M EBITDA 100M 52 wk. range 16.63 28.54 EV/EBITDA 24.4

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    Ashford Hospitality Trust (AHT) Activist Investor: UNITE HERE

    Investor Info Catalyst Info Shares Not Avail Catalyst:

    UNITE issued a presentation seeking support for improved corporate governance http://www.sec.gov/Archives/edgar/data/1034426/000103442615000051/aht042315filing.htm Comment: We initially covered AHT on October 9 when UNITE HERE (a labor union representing represents workers at Ashford's Sheraton Anchorage location) requested a record date to solicit a special meeting of shareholders http://www.sec.gov/Archives/edgar/data/1034426/000103442614000020/newahtrelease.htm On October 16 UNITE HERE issued a press release asking several questions relating the AHT's spinoff of Ashford, Inc. http://www.sec.gov/Archives/edgar/data/1034426/000103442614000024/pr101614.htm On November 3 UNITE HERE published a website www.unlock-ashford.org AHT sent a letter to shareholders regarding UNITE's request for a special meeting http://finance.yahoo.com/news/ashford-trust-sends-letter-shareholders-182500705.html On November 5 ISS supported the call for a special meeting. On November 7 Glass Lewis recommended shareholders not consent to call for a special meeting

    Proxy Solicitor to Ashford Hospitality Trust

    % Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 9.52 Revenue 797M Market Cap 971M Enterprise Value 2.7B Net Cash -1.7B EBITDA 199M 52 wk. range 8.38 11.36 EV/EBITDA 13.5

    Ballantyne Strong, Inc. (BTN) Activist Investor: Fundamental Global Partners

    Investor Info Catalyst Info Shares 1,985,748 Catalyst:

    On April 22 BTN announced a settlement with Fundamental GP to expand the board by two and add two new directors. http://www.sec.gov/Archives/edgar/data/946454/000114420415024218/v407874_dfan14a.htm Comment: We initially covered BTN on March 16, 2015 when Fundamental GP nominated seven candidates to the board of BTN. http://www.sec.gov/Archives/edgar/data/946454/000114420415016288/v404652_dfan14a.htm

    % Outstanding 14.1% Cost Basis 4.28 Company Info Share Price 4.74 Revenue 95M Market Cap 65M Enterprise Value 44M Net Cash 22M EBITDA 0.1M 52 wk. range 3.65 5.05 EV/EBITDA Not Avail

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    Bellatrix Exploration (BXE) Activist Investor: Orange Capital

    Investor Info Catalyst Info Shares 29,523,363 Catalyst:

    Orange Capital increased its ownership from 14.28% to 15.4% since adding representatives to the board Comment: We initially covered BXE on August 18 when Orange Capital disclosed a 5.3% ownership and announced its intention to discuss, among other things (i) hiring an independent financial advisor tasked to provide the Board with recommendations on strategic alternatives, capital allocation and improved investor communications; (ii) the size and composition of the Board; (iii) steps to raise the valuation to be in line with its intrinsic value, which current valuation is well below the intermediate sized company peers in the Canadian exploration and production sector (based on both price to proved-developed reserves and on enterprise value to debt adjusted cash flow); (iv) refraining from future dilutive equity issuances and outlining a clear use of proceeds for all newly raised capital; and (v) exploring alternatives to highlight the value of the infrastructure assets, including but not limited to improving disclosure on the cost and fair market value of the midstream infrastructure and / or exploring a possible joint venture, initial public offering or sale of the midstream assets. On September 4 Orange Capital increased its ownership from 5.3% to 6.4% On September 12 Orange Capital increased its ownership from 6.4% to 7.4% On September 25 Orange Capital increased its ownership from 7.4% to 9.2% On October 3 Orange Capital increased its ownership from 9.2% to 10.2% On November 12 Orange Capital increased its ownership to 12.4% On December 3 Orange Capital increased its ownership from 12.4% to 13.5% BXE agreed to appoint 2 Orange Capital reps to the board effective Jan 1. http://www.sec.gov/Archives/edgar/data/1426756/000090266414004609/p14-2333exhibit2.htm

    Legal counsel to Orange Capital

    % Outstanding 15.4% Cost Basis 6.40 Company Info Share Price 3.13 Revenue 394M Market Cap 600M Enterprise Value 1.1B Net Cash -452M EBITDA 247M 52 wk. range 1.86 10.70 EV/EBITDA 4.28

    MFS Intermarket Income Trust I (CMK) Activist Investor: Bulldog Investors

    Investor Info Catalyst Info Shares 1,06,0568 Catalyst:

    Bulldog submitted a shareholder proposal requesting the board authorize a self-tender offer at NAV. http://www.sec.gov/Archives/edgar/data/853770/000150430415000051/EX-99.txt

    % Outstanding 9.9% Cost Basis Not Avail Company Info Share Price 8.61 Revenue 5M Market Cap 93M Enterprise Value 107M Net Cash -15M EBITDA N/A 52 wk. range 7.99 8.86 EV/EBITDA N/A

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    E.I. du Pont (DD) Activist Investor: Trian Fund

    Investor Info Catalyst Info Shares ~25,000,000 Catalyst:

    On April 21 Trian updated its talking points in a shareholder presentation http://www.sec.gov/Archives/edgar/data/30554/000093041315001868/c81085_ex1.htm Comment: We initially covered DD on September 16, 2014 when Trian sent a letter/whitepaper to DuPont urging the board to break itself up http://trianwhitepapers.com/ At that time, Dupont issued a press release saying the board is committed to continuing on its strategic plan. http://finance.yahoo.com/news/dupont-statement-regarding-trian-122000658.html On January 8 Trian nominated four candidates for election to the DuPont board and outlined why DuPont is an inefficient conglomerate. http://www.sec.gov/Archives/edgar/data/30554/000093041315000107/c79721_ex1.htm DuPont issued a press release commenting on Trians nomination. http://www.sec.gov/Archives/edgar/data/30554/000110465915001374/a15-2040_2defa14a.htm DuPont added two new directors and said it tried to settle with Trian by offering one seat to a Trian nominee other than Nelson Peltz. Trian applauded the additional two board members but said any settlement must include Peltz. In addition, Trian outlined the outstanding issues they intend to address if elected to the board. http://www.sec.gov/Archives/edgar/data/30554/000093041315000396/c80174_dfan14a.htm Trian issued a shareholder presentation, a letter and a new website www.DuPontCanBeGreat.com supporting its nominees to the board. http://www.sec.gov/Archives/edgar/data/30554/000093041315000510/c80330_dfan14a.htm On February 17 Trian issued a shareholder presentation titled, "A Referendum on Performance and Accountability" http://www.sec.gov/Archives/edgar/data/30554/000093041315000692/c80358_ex-1.htm Dupont issued a letter saying Trian is basing its fight on myths https://finance.yahoo.com/news/dupont-issues-letter-shareholders-150700982.html Trian filed its proxy materials, posted introductory videos of its four nominees to its website (www.DuPontCanBeGreat.com), and issued a shareholder letter http://www.sec.gov/Archives/edgar/data/30554/000093041315001407/c80798_dfan14a.htm On April 8 Trian sent a letter to DuPont stockholders urging them to hold the board and management accountable for DuPont's consistent underperformance http://www.sec.gov/Archives/edgar/data/30554/000093041315001679/c80991_dfan14a.htm

    Proxy Solicitor to Trian Partners

    % Outstanding 2.7% Cost Basis Not Avail Company Info Share Price 71.52 Revenue 35B Market Cap 66B Enterprise Value 69B Net Cash -3B EBITDA 6B 52 wk. range 62.79 76.45 EV/EBITDA 11.5

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    Essex Rental Corp (ESSX)

    Activist Investor: Casey Capital

    Investor Info Catalyst Info Shares 1,461,634 Catalyst:

    On April 21 Casey announced it has learned that another shareholder has nominated five candidates to the board and that Casey has contacted the nominating stockholder about contacting these individuals. On April 23 Casey announced it has formed a group with another ESSX shareholder who has nominated five candidates to the board and is supporting three of its nominees. Comment: We initially covered ESSX on February 26 when Casey Capital disclosed a 5.9% "active" stake and sent a letter to the board requesting they examine strategic alternatives and add one representative from Casey to the board. On April 1 Casey Capital nominated three individuals to the board, sent a letter to shareholders outlining why, and submitted a Demand to inspect the company's shareholder list. http://www.sec.gov/Archives/edgar/data/1373988/000089225115000035/form13d_ex99-4.htm On April 13, Casey issued a press release responding to the Company's announcement to evaluate strategic alternatives for only its crane business, saying the company is likely worth more sold as a whole. http://www.sec.gov/Archives/edgar/data/1373988/000089225115000045/form13d_ex99-8.htm

    % Outstanding 5.9% Cost Basis 1.26 Company Info Share Price 1.27 Revenue 103M Market Cap 32M Enterprise Value 251M Net Cash -220M EBITDA 16M 52 wk. range 0.64 3.30 EV/EBITDA 15.6

    Furmanite Corporation (FRM) Activist Investor: Mustang Capital

    Investor Info Catalyst Info Shares 1,622,282 Catalyst:

    On April 21 Mustang Capital issued a letter to stockholders seeking support for its four nominees, asking shareholders to review the board's record, not its rhetoric. http://www.sec.gov/Archives/edgar/data/54441/000090266415002244/p15-1144dfan14a.htm On April 24 FRM announced its Chairman will retire and that the annual meeting has been postponed to May 6. Mustang issued a press release saying the Company is seeking to manipulate the electoral process http://finance.yahoo.com/news/mustang-capital-comments-furmanite-boards-141000113.html Comment: We initially covered FRM on December 4, 2014 when Mustang nominated four candidates to the board http://finance.yahoo.com/news/mustang-capital-announces-proxy-contest-143100251.html On February 26, 2015 Mustang issued a press release announcing it has modified its slate of four nominees. http://www.sec.gov/Archives/edgar/data/54441/000090266415001421/p15-0839exhibit_1.htm On April 6 Mustang issued a presentation examining why change in the FRM boardroom is needed. http://www.sec.gov/Archives/edgar/data/54441/000090266415002069/p15-1069dfan14a.htm

    % Outstanding 4.3% Cost Basis Not Avail Company Info Share Price 7.64 Revenue 529M Market Cap 293M Enterprise Value 317M Net Cash -31M EBITDA 34M 52 wk. range 5.75 12.00 EV/EBITDA 9.4

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    Clough Global Equity Fund (GLQ) Activist Investor: Bulldog Investors

    Investor Info Catalyst Info Shares 1,123,920 Catalyst:

    On April 20 Bulldog submitted a shareholder proposal requesting a self-tender offer at or near NAV and that if 50% or more shareholders submit for the tender that the fund be liquidated entirely. http://www.sec.gov/Archives/edgar/data/1316463/000150430415000041/EX-99.pdf Comment: We initially covered GLQ on November 21, 2014 when Bulldog disclosed a 5.24% "active" stake and announced it is talking with management and shareholders about the fund's performance and trading discount. On January 20 Bulldog disclosed it has increased its stake from 5.24% to 6.3% Bulldog announced plans to nominate 3 trustees at the annual meeting. http://www.sec.gov/Archives/edgar/data/1316463/000150430415000006/EX-99.a.pdf

    % Outstanding 6.3% Cost Basis Not Avail Company Info Share Price 15.41 Revenue Not Avail Market Cap 253M Enterprise Value Not Avail Net Cash Not Avail EBITDA Not Avail 52 wk. range 12.63 15.80 EV/EBITDA Not Avail

    Gran Tierra Energy (GTE) Activist Investor: West Face Capital

    Investor Info Catalyst Info Shares 27,000,000 Catalyst:

    On April 21 West Face Capital disclosed a 9.78% stake in GTE and sent a letter to the Company announcing its intention to nominate six candidates. In the April 21 letter West Face discussed what it believes to be the significant value destruction from high-risk ventures outside of Colombia since 2011 and the Boards role in that decline. On April 23 West Face issued a press release stating that incremental change and delay does not serve GTE shareholders, and called for sweeping change, a new board, a new CEO and a refocused strategy http://www.sec.gov/Archives/edgar/data/1273441/000156761915000582/s000861x3_dfan14a.htm

    % Outstanding 9.78% Cost Basis 4.18 Company Info Share Price 3.59 Revenue 559M Market Cap 1.1B Enterprise Value 697M Net Cash 339M EBITDA 394M 52 wk. range 2.06 8.18 EV/EBITDA 1.8

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    Imation Corp (IMN)

    Activist Investor: Clinton Group

    Investor Info Catalyst Info Shares 1,452,713 Catalyst:

    Clinton posted a website which included a presentation titled, "Enhancing Shareholder Value at Imation Corp" http://www.okapivote.com/imation/ Comment: We initially covered IMN on December 15, 2014 when Clinton announced plans to nominate 3 candidates for election to the board Clinton filed its preliminary proxy materials to elect three directors to IMNs board. http://www.sec.gov/Archives/edgar/data/1014111/000090266415001948/p15-0999prec14a.htm On April 10 IMN issued a letter to shareholders calling Clinton's plans for the business undefined and potentially self-serving Clinton issued a letter to shareholders clarifying the reasons for its proxy contest http://www.sec.gov/Archives/edgar/data/1014111/000090266415002146/p15-1112dfan14a.htm

    Proxy Solicitor to Imation Corp

    Legal counsel to Clinton Group

    % Outstanding 3.4% Cost Basis Not Avail Company Info Share Price 4.16 Revenue 730M Market Cap 176M Enterprise Value 87M Net Cash 96M EBITDA -35M 52 wk. range 2.69 4.84 EV/EBITDA Negative

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  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    iPass Inc. (IPAS) Activist Investor: C. Silk & Sons

    Investor Info Catalyst Info Shares 3,849,584 Catalyst:

    Marc Silk changed its filing status from "passive" to "active" and announced its intention to support iPass Shareholder for Change Comment: We covered IPAS in 2008 and 2009 when Shamrock Capital and then Foxhill Capital demanded board representation. Shamrock was granted one seat in March 2008 but that individual has since resigned. On June 2, 2009 IPAS entered into a settlement agreement with Foxhill Capital. Under the terms of the agreement IPAS said they will (i) declare a $20M dividend, (ii) use reasonable efforts to return an additional $20M to shareholders by the end of 2009, (iii) declassify the board, and (iv) appoint one of Foxhills nominees to the board immediately. On January 8, 2010 Millennium Technology Value Partners disclosed it had purchased 5,566,126 shares of IPAS from Shamrock on December 31, 2009. They currently own 6.2M shares, equivalent to 9.9%, at an avg cost of $0.95/sh. Millennium announced they have engaged in constructive dialogue with the members of IPASs board and management designed to enhance long-term shareholder value. Subsequent to this one representative from Millennium joined the board and has since resigned. On April 15, iPass Shareholders for Change (Maguire Asset Management, Francis Capital, Foxhill Capital) announced a combined 7.7% ownership and nominated 5 candidates to the board citing many attempts over the years for a constructive dialogue that went nowhere, multiple failures to sell the business, managements continually falling short of executing several different business plans, and ongoing operating losses. https://finance.yahoo.com/news/group-concerned-ipass-inc-shareholders-122700608.html On April 16 iPass Shareholders filed preliminary proxy materials to elect 5 new directors. http://www.sec.gov/Archives/edgar/data/1053374/000092189515000964/prec14a09297004_04162015.htm

    Proxy Solicitor to iPass, Inc.

    Legal counsel to iPass Shareholders for Change

    % Outstanding 5.8% Cost Basis 1.43 Company Info Share Price 1.20 Revenue 70M Market Cap 80M Enterprise Value 48M Net Cash 32M EBITDA -16M 52 wk. range 0.85 1.82 EV/EBITDA Negative

    The Macerich Company (MAC) Activist Investor: Land & Buildings and Orange Capital

    Investor Info Catalyst Info Shares Not Avail Catalyst:

    L&B/Orange issued a press release stating that they are highly confident that there is overwhelming shareholder support for its pro-shareholder agenda. http://www.sec.gov/Archives/edgar/data/912242/000090266415002307/p15-1195dfan14a.htm Comment: We initially covered MAC on April 15 when Land & Buildings and Orange Capital formed an investment group to pressure The Macerich Company over its rejected Simon property bid and announced it will pursue litigation to nominate four directors to the board. http://www.sec.gov/Archives/edgar/data/912242/000090266415002211/p15-1134exhibit_1.htm

    Legal counsel to Orange Capital

    % Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 83.23 Revenue 1.2B Market Cap 13.2B Enterprise Value 19.2B Net Cash -6.2B EBITDA 685M 52 wk. range 62.62 95.93 EV/EBITDA 27.8

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    MGM Resorts International (MGM) Activist Investor: Land and Buildings

    Investor Info Catalyst Info Shares 3,787,000 Catalyst:

    On April 20 L&B sent a letter to shareholders highlighting the reasons to vote for its four board candidates. http://www.sec.gov/Archives/edgar/data/789570/000090266415002246/p15-1143exhibit_1.htm Comment: We initially covered MGM on March 17 when Land and Buildings proposed MGM convert to a REIT to unlock value and nominated four to the board. http://www.sec.gov/Archives/edgar/data/789570/000090266415001802/p15-0944exhibit1.htm Land and Buildings issued a presentation indicating a 70% upside in stock value. http://www.sec.gov/Archives/edgar/data/789570/000090266415001802/p15-0944exhibit2.htm On March 30 Land and Buildings filed preliminary proxy materials nominating four people to the board http://www.sec.gov/Archives/edgar/data/789570/000090266415001984/p15-1012dfan14a.htm On April 1 Land & Buildings sent a letter to MGM calling on the board to form a committee and engage an independent financial advisor to evaluate options to create long term value. http://www.sec.gov/Archives/edgar/data/789570/000090266415002009/p15-1021dfan14a.htm

    % Outstanding 0.8% Cost Basis Not Avail Company Info Share Price 22.00 Revenue 9.7B Market Cap 10.4B Enterprise Value 22.4B Net Cash -12B EBITDA 2.1B 52 wk. range 17.25 27.64 EV/EBITDA 10.6

    MusclePharm Corp. (MSLP) Activist Investor: Wynnefield Capital

    Investor Info Catalyst Info Shares 1,040,000 Catalyst:

    On April 20 Wynnefield disclosed a 7.7% "active" stake in MSLP and announced it has recently communicated its dissatisfaction with certain corporate governance practices and announced it is pleased the company will separate the roles of Chairman and CEO before the end of the year.

    % Outstanding 7.7% Cost Basis 9.82 Company Info Share Price 4.53 Revenue 177M Market Cap 59M Enterprise Value 66M Net Cash -7M EBITDA -17M 52 wk. range 2.78 14.20 EV/EBITDA -3.8

    Pep Boys Manny, Moe & Jack (PBY) Activist Investor: GAMCO Investors

    Investor Info Catalyst Info Shares 9,238,517 Catalyst:

    On April 21 GAMCO nominated five candidates to PBY's board. http://www.sec.gov/Archives/edgar/data/77449/000080724915000083/pby_13.pdf Comment: We initially covered PBY on November 14 when GAMCO announced it is considering interviewing potential board candidates for nomination. On January 28 GAMCO announced it will nominate 3 or more directors to the board

    Legal counsel to GAMCO

    % Outstanding 17.34% Cost Basis Not Avail Company Info Share Price 9.11 Revenue 2.1B Market Cap 492M Enterprise Value 806M Net Cash -316M EBITDA 78M 52 wk. range 8.00 11.66 EV/EBITDA 10.4

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    PIMCO Dynamic Credit Income Fund (PCI) Activist Investor: Ironsides Partners

    Investor Info Catalyst Info Shares 275,000 Catalyst:

    Ironsides issued a shareholder letter stating PIMCO's disappointing results demand change. http://www.sec.gov/Archives/edgar/data/1558629/000092189515001017/dfan14a10282002_04232015.htm Comment: We initially covered Ironsides sent a letter to PCI shareholders claiming management and the board has failed and is seeking support for two new directors. http://www.sec.gov/Archives/edgar/data/1558629/000092189515000664/dfan14a10282002_03182015.htm

    % Outstanding

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    PRGX Global (PRGX) Activist Investor: Becker Drapkin

    Investor Info Catalyst Info Shares 1,561,966 Catalyst:

    On April 20 Becker Drapkin disclosed a 5.99% "active" stake in PRGX and said it may talk to the company about board representation.

    % Outstanding 6.0% Cost Basis 5.80 Company Info Share Price 4.06 Revenue 164M Market Cap 107M Enterprise Value 78M Net Cash 26M EBITDA 7.5M 52 wk. range 3.65 6.89 EV/EBITDA 10.5

    LMP Real Estate Income Fund (RIT) Activist Investor: Bulldog Investors

    Investor Info Catalyst Info Shares 1,301,595 Catalyst:

    Bulldog increased its ownership to 13.14% and sent a letter to RIT shareholders highlighting managements "dirty tricks" to keep Bulldog away. http://www.sec.gov/Archives/edgar/data/1173557/000150430415000042/EX-99.pdf Comment: We initially covered RIT on January 15, 2015 when Bulldog disclosed a 6.01% "active" stake and stated that since the closed-end fund has been trading at a double digit discount to NAV for over a year shareholders should be afforded the opportunity to realize liquidity at NAV via a self-tender offer, open-ending or liquidation. Bulldog also said it may nominate directors or conduct a tender offer Bulldog increased its ownership from 6.01% to 7.26% On February 24 Bulldog announced plans to nominate three candidates to the board and present a proposal to authorize a self-tender at NAV On March 13 Bulldog increased its ownership to 10% On March 26 Bulldog increased its ownership to 11.34% On March 30 Bulldog sent a letter to RIT announcing its intention to solicit proxies to vote for a self-tender offer and to elect three directors. http://www.sec.gov/Archives/edgar/data/1173557/000150430415000033/defc14a.txt

    % Outstanding 11.34% Cost Basis Not Avail Company Info Share Price 13.04 Revenue Not Avail Market Cap Not Avail Enterprise Value Not Avail Net Cash Not Avail EBITDA Not Avail 52 wk. range 10.58 13.61 EV/EBITDA Not Avail

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    Hedge Fund Solutions, LLC 2003 2015 Page 14 of 19

  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    Rovi Corporation (ROVI) Activist Investor: Engaged Capital

    Investor Info Catalyst Info Shares ~530,000 Catalyst:

    On April 22 Engaged issued a supplemental presentation on ROVI. http://www.sec.gov/Archives/edgar/data/1424454/000092189515001006/ex1todfan14a09455012_042215.pdf Comment: We initially covered ROVI on March 11 when Engaged Capital sent a letter to Rovi's board expressing frustration with the lack of progress on placing new directors and, as a result, announced four candidates for election http://www.businesswire.com/news/home/20150312005207/en/Engaged-Capital-Sends-Letter-Board-Rovi-Corporation#.VQGFd-EWBTI Engaged filed its definitive proxy statement seeking to elect 3 new directors to ROVI's board and issued a presentation to support its campaign http://www.sec.gov/Archives/edgar/data/1424454/000092189515000960/dfan14a09455012b_04162015.htm

    Legal counsel to Engaged Capital

    % Outstanding 0.60% Cost Basis Not Avail Company Info Share Price 19.48 Revenue 542M Market Cap 1.8B Enterprise Value 2.5B Net Cash -800M EBITDA 186M 52 wk. range 17.03 26.44 EV/EBITDA 13.0

    Select Comfort Corporation (SCSS) Activist Investor: Blue Clay Capital

    Investor Info Catalyst Info Shares 1,053,435 Catalyst:

    On April 22 Blue Clay issued a shareholder presentation highlighting the need for change on the board http://www.sec.gov/Archives/edgar/data/827187/000092189515001007/ex1dfan14a10184002b_04222015.pdf Comment: We initially covered SCSS on March 12 when Blue Clay filed prelim proxy materials to elect two directors. http://www.sec.gov/Archives/edgar/data/827187/000092189515000601/prec14a10184002_03112015.htm On April 1 Blue Clay filed its Definitive Proxy statement http://www.sec.gov/Archives/edgar/data/827187/000092189515000800/dfrn14a10184002_04012015.htm and issued a letter to shareholders outlining the reasons for electing its two nominees http://www.sec.gov/Archives/edgar/data/827187/000092189515000794/dfan14a10184002_04012015.htm

    Legal counsel to Blue Clay Capital

    % Outstanding 2.0% Cost Basis Not Avail Company Info Share Price 34.50 Revenue 1.2B Market Cap 1.7B Enterprise Value 1.6B Net Cash 122M EBITDA 161M 52 wk. range 18.00 35.75 EV/EBITDA 10.2

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    Hedge Fund Solutions, LLC 2003 2015 Page 15 of 19

  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    Superior Industries International (SUP) Activist Investor: GAMCO Investors

    Investor Info Catalyst Info Shares 3,372,601 Catalyst:

    GAMCO sent a letter to shareholders soliciting support for its three nominees at the May 5 annual meeting http://www.sec.gov/Archives/edgar/data/95552/000080724915000081/sup_28.pdf Comment: We initially covered SUP on November 30, 2012 when GAMCO announced plans to nominate one or more individuals for election to SUPs board at the next annual meeting. On February 3 GAMCO nominated 3 to the board. http://www.sec.gov/Archives/edgar/data/95552/000080724915000020/sup_22.pdf On March 11 GAMCO commented on SUP's request to interview its nominees. http://www.sec.gov/Archives/edgar/data/95552/000080724915000044/sup_23.pdf On March 19 GAMCO filed its preliminary proxy materials to elect three new directors to the board http://www.sec.gov/Archives/edgar/data/95552/000092189515000666/prec14a05867011_03182015.htm

    Legal counsel to GAMCO

    % Outstanding 12.52% Cost Basis Not Avail Company Info Share Price 18.97 Revenue 745M Market Cap 517M Enterprise Value 448M Net Cash 66M EBITDA 57M 52 wk. range 17.04 21.53 EV/EBITDA 7.9

    Vitamin Shoppe, Inc. (VSI) Activist Investor: Carlson Capital

    Investor Info Catalyst Info Shares 1,589,528 Catalyst:

    On April 22 Carlson Capital disclosed a 5.34% stake in VSI

    % Outstanding 5.34% Cost Basis Not Avail Company Info Share Price 42.98 Revenue 1.2B Market Cap 1.3B Enterprise Value 1.3B Net Cash 4M EBITDA 147M 52 wk. range 36.90 49.04 EV/EBITDA 8.6

    Hedge Fund Solutions, LLC 2003 2015 Page 16 of 19

  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel. +1 215.325.0514 [email protected] FREE Subscription to the weekly report: http://www.hedgerelations.com/research.html or Email: [email protected]

    The Catalyst Equity Research Report is a general circulation weekly. Hedge Fund Solutions and/or its affiliates (the Firm) may have a consulting relationship with the companies featured in this report (the Companies). The Firm may also actively trade in the securities of the Companies for its own account. At any time, the Firm, funds it manages and/or its employees or their family members may have a long or short position in registered or non-registered securities or in options on any such security of any company mentioned in this report. The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although opinions and estimates expressed in this report reflect the current judgment of the Firm, the information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, 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.

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    Hedge Fund Solutions, LLC 2003 2015 Page 17 of 19

  • 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 firms 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. Olshans 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 and Zabel LLP, one of the leading law firms in the activist investing area, has been involved in some of the highest-profile campaigns facing the business world in recent years. Serving both activist-only and occasional activists, the firm advises on federal securities law, state corporate law, Hart-Scott-Rodino, proxy rules and related matters, as well as handling investigations and litigations arising out of clients' activist activity. The firm, with over 375 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Contact: Marc Weingarten, Partner Email: [email protected] Tel: +1 212.756.2280 David Rosewater, Partner Email: [email protected] Tel: +1 212.756.2208

    Hedge Fund Solutions, LLC 2003 2015 Page 18 of 19

  • HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT

    PLATINUM SPONSORS Proxy Advisors

    Alliance Advisors LLC is a multi-faceted shareholder communications firm specializing in proxy solicitation, corporate governance consulting, and information agent services. Our in-depth view of the investor communities and governance environment allows us to prepare for successful outcomes. Alliance Advisors fight team has built a distinguished reputation by successfully completing countless contested assignments. The team will complete a comprehensive analysis of the shareholder base and build a calculated battle plan accordingly. We will assist in the crafting and delivery of your message to the target audience, ensuring the message is heard and understood. Alliance Advisors consistently delivers successful outcomes to our clients. Contact: Peter Casey, Executive Vice President Email: [email protected] Tel: +1 973.873.7710

    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. Innisfrees 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 companys 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: Mark Harnett, President Email: [email protected] Tel: +1 212.929.5877

    Hedge Fund Solutions, LLC 2003 2015 Page 19 of 19