CATALYST EQUITY RESEARCH REPORT - Hedge Fund … - Catalyst Equity... · Hedge Fund Solutions, LLC...

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Transcript of CATALYST EQUITY RESEARCH REPORT - Hedge Fund … - Catalyst Equity... · Hedge Fund Solutions, LLC...

Page 1: CATALYST EQUITY RESEARCH REPORT - Hedge Fund … - Catalyst Equity... · Hedge Fund Solutions, LLC ... On July 3 Casablanca issued a supplement to its investor presentation highlighting

CATALYST EQUITY RESEARCH REPORT ™Weekly Research Highlighting Activist Investments

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending July 18, 2014

SYMBOL COMPANY INVESTOR

AGN Allergan, Inc. Pershing Square; Valeant

CLF Cliffs Natural Resources Casablanca Capital

DPSIP DecisionPoint Systems, Inc. Michael Taglich

DRI Darden Restaurants Starboard Value

EMC EMC Corporation Elliott Associates

FORD Forward Industries Terence (Terry) Wise

FRNK Franklin Financial Corp Lawrence Seidman

PERY Perry Ellis International Legion Partners; CalSTRS

PFL;PFN PIMCO Income Strategy (I&II) Brigade Capital

RLD RealD, Inc. Starboard Value

RLOG Rand Logistics JWest, LLC

RVBD Riverbed Technology Elliott Associates

SPDC Speed Commerce Red Alder

SUP Superior Industries GAMCO Investors

SWKH SWK Holdings Corp Carlson Capital

SYNC Synacor, Inc. JEC II Associates

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: Daily Email Alerts 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

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Allergan Inc. (AGN) Activist Investor: Pershing Square; Valeant Pharmaceuticals

Investor Info Catalyst Info Shares 28,878,538 Catalyst:

On July 17 Pershing Square hosted a webcast to discuss Allergan (info about this can be found at the website www.advancingallergan.com) and issued a presentation it gave to ISS relating to its call for a special meeting to replace directors with those who will engage with Valeant on its acquisition offer. A transcript of the webcast is available here: http://www.sec.gov/Archives/edgar/data/850693/000119312514272791/d761364ddfan14a.htm Pershing Square’s presentation to ISS is available here: http://www.sec.gov/Archives/edgar/data/850693/000119312514270746/d758703ddfan14a.htm Comment: We initially covered AGN on April 21 when Pershing Square announced it was teaming up with Valeant to purchase Allergan, offering $46B ($48.30 cash and 0.83 Valeant shares). On May 19 Pershing Square issued an open letter concerning AGN’s governance failures, including the CEO’s conflict of interest in supporting a merger with Valeant since he will likely lose his job as a result of the transaction. A copy of the letter is available here: http://finance.yahoo.com/news/pershing-square-sends-open-letter-130000967.html On May 13 Pershing Square called for a shareholder referendum on the merger proposal, requesting the company call a non-binding vote to hear what shareholders think about the deal. On May 12 Pershing Square submitted a 220 Demand to review AGN's stocklist materials On June 2 Pershing Square called for a special meeting of AGN shareholders in an effort to change six directors. In a statement, Bill Ackman from Pershing Square stated, “We believe the market has spoken, and that shareholders see substantial value in Valeant’s revised proposal,” adding, “to date, the board has refused to engage with Valeant in any way regarding a merger...” On May 27 Pershing Square/Valeant submitted a revised proposal to acquire AGN for 0.83 Valeant shares and $58.30 in cash per share (up from $48.30/share in cash). On May 30 Pershing Square/Valeant increased its offer for AGN a second time to $72/share in cash and 0.83 Valeant shares for a total consideration of $179.25/share based on Valeant’s closing price of May 29. The second offer was also rejected. Pershing filed a lawsuit in Delaware seeking confirmation that Allergan's poison pill will not be triggered by efforts to call a special meeting. A copy of Pershing’s complaint is available here: http://www.vpsevent.com/chancerycomplaint-06-12-14.pdf Allergan and Pershing settled a lawsuit confirming that the solicitation of proxies to call a special meeting does not trigger the company's poison pill. http://www.sec.gov/Archives/edgar/data/850693/000119312514254520/d750342dex9912.htm On July 7 Pershing Square announced a slate of 6 nominees for election to the board at a special meeting. A copy of Pershing’s proposed slate is available here: http://finance.yahoo.com/news/pershing-square-proposes-independent-slate-164700967.html

% Outstanding 9.7% Cost Basis Not Avail Company Info Share Price 167.40 Revenue 6.5B Market Cap 49B Enterprise Value 48B Net Cash 1.4B EBITDA 2.1B 52 wk. range 86.95 – 174.49 EV/EBITDA 23.6

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Cliffs Natural Resources Inc. (CLF) Activist Investor: Casablanca Capital

Investor Info Catalyst Info Shares 7,906,520 Catalyst:

Casablanca issued a press release announcing ISS and Glass Lewis recommend CLF shareholders vote for Casablanca nominees on its proxy card. In response, CLF issued a press release reducing the director slate from 9 to 7 candidates, offered to include 4 of Casablanca's nominees on its proxy card, and highlighted that ISS and GL expressly recommend Casablanca not receive a majority of Cliff's board seats http://finance.yahoo.com/news/cliffs-natural-resources-inc-provides-120441685.html Casablanca commented saying the move is a ploy. On July 21 CLF issued another press release clarifying its voting recommendation. http://finance.yahoo.com/news/cliffs-natural-resources-inc-mails-121322575.html Comment: We initially covered CLF on January 27 when Casablanca disclosed a 5.2% "active" stake and sent a letter to the board outlining its recommendations to spin-off international assets, double its dividend, convert US assets to an MLP and cut costs. On February 12 Casablanca announced it will nominate new directors that, if elected, will constitute a majority of CLF's board. On February 13 Casablanca expressed its dissatisfaction with CLF's newly announced CEO. On March 6 Casablanca nominated six individuals for election to CLF’s board. Casablanca also issued a presentation summarizing its recommendations for Cliffs, which can be found at www.fixcliffs.com On April 21 Casablanca sent a letter to the board requesting they hold the company’s annual meeting on or before June 4, or Casablanca will commence a consent solicitation to call a special meeting. Casablanca also expressed its frustration with the failure to reach a settlement. On April 25 Casablanca commented on CLF's announcement to hold its annual meeting on July 29 and said it remains deeply concerned by the severe value destruction suffered by shareholders. On May 9 Casablanca issued a shareholder presentation titled, "The Case for Cliffs". On May 29 Casablanca issued a letter to CLF shareholders discussing the poison put on the company's debt and requesting the company approve its nominees to remove the concern related to its repayment in the event of a change of control On June 12 Casablanca began seeking votes for its 6 nominees. On June 23 Casablanca issued a press release titled, "Casablanca Capital Blasts Cliffs Board for Fabrications, Material Omissions and Mischaracterization of Facts" On July 1 Casablanca nominated a replacement director candidate to its 6-person slate following the recent withdrawal of a candidate due to other obligations. On July 2 CLF issued a press release proposing to settle the proxy contest with Casablanca by offering 3 seats on a reconstituted board of 9 directors. Casablanca responded saying they are willing to negotiate, but not through press releases. On July 3 Casablanca issued a supplement to its investor presentation highlighting the skills each director nominee will bring to CLF's board if elected. http://www.sec.gov/Archives/edgar/data/764065/000090266414003029/p14-1541exhibit_a.htm On July 11 Casablanca issued a press release condemning CLF's compensation practices and urging shareholders to elect a new board On July 14 CLF issued a letter to shareholders seeking support for its nominees.

Legal counsel to Casablanca Capital

% Outstanding 5.2% Cost Basis 25.39 Company Info Share Price 15.84 Revenue 5.5B Market Cap 2.3B Enterprise Value 5.6B Net Cash -3.2B EBITDA 1.4B 52 wk. range 13.60 – 28.98 EV/EBITDA 3.8

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DecisionPoint Systems, Inc. (DPSIP) Activist Investor: Michael Taglich

Investor Info Catalyst Info Shares 2,131,078 Catalyst:

Taglich filed a complaint seeking to compel DPSIP to hold its annual meeting since more than 13 months have passed since the company's last annual meeting. A copy of the Complaint is available here: http://www.sec.gov/Archives/edgar/data/1024533/000119380514001486/e612532_ex1-1.htm

% Outstanding 16.54% Cost Basis Not Avail Company Info Share Price 7.00 Revenue 63M Market Cap 86M Enterprise Value 92M Net Cash -6M EBITDA -1.6M 52 wk. range 1.00 – 10.00 EV/EBITDA Negative

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Darden Restaurants, Inc. (DRI) Activist Investor: Starboard Value; Barington Capital

Investor Info Catalyst Info Shares See comment Catalyst:

On July 15 Starboard increased its ownership from 6.2% to 7.1% and sent a letter to the board seeking a change to management and a board that they can trust. http://www.sec.gov/Archives/edgar/data/940944/000092189514001551/ex991dfan14a06297125_071514.pdf Comment: We initially covered DRI on October 9, 2013 when it was reported that Barington (~2%) began pressing the Company to separate into 2 business units. On October 17 Barington issued a press release publicizing its letter summarizing its recommendations, which include: (i) Forming 2 independently managed operating companies (one for the mature brands and one for its high-er growth brands), (ii) exploring all alternatives to monetize the value of the company’s real estate, including the creation of a publicly-traded REIT, and (iii) reduce operating expenses. On November 21 Barington announced it hired an investment bank and proxy solicitor as advisors. On December 17 Barington issued a presentation outlining its perspectives on value creation. On December 20 Starboard disclosed a 6% “active” stake On January 13 Barington issued a press release stating that the Company’s recently announced plan to enhance shareholder value by selling the Red Lobster business is “incomplete and inadequate”. On January 21 Starboard sent a letter to DRI expressing concern about the Company's announcement to examine a sale of Red Lobster and called for a comprehensive operational plan and to examine the Company's real estate assets. On February 21 Starboard amended its SEC filing to include Brad Blum as part of its investment group. On February 24 Starboard filed preliminary proxy materials seeking support to call a special meeting to give shareholders a platform for voicing dissatisfaction with the proposed Red Lobster Separation. On February 28 Darden issued a presentation and addressed its priorities for value creation in a webcast saying the process to sell or spin-off Red Lobster is well underway On March 3 Starboard added Chuck Sonsteby to its investment group. On March 11 Starboard added Robert Mock to its investment group. On March 14 Starboard added Craig Miller to its investment group. On March 26 Barington sent a letter to DRI's independent directors calling for a new CEO On March 31 Starboard issued an investor presentation on DRI. http://www.sec.gov/Archives/edgar/data/940944/000092189514000699/ex991dfan14a06297125_033114.pdf along with a presentation in conjunction with Green Street Capital called, "A Primer of Darden's Real Estate" http://www.sec.gov/Archives/edgar/data/940944/000092189514000700/ex991dfan14a206297125_033114.pdf On April 22 DRI announced Starboard has delivered enough consents (Starboard delivered consents from more than 55% of the shares outstanding) to force the Company to hold a special meeting On May 14 Starboard sent a letter to the board condemning them for delaying the annual meeting and expressing concern about forcing through a Red Lobster Spin-off. On May 15 DRI announced it is selling Red Lobster to a private equity group for $2.1B in cash, providing 1.6B in net cash. $1B will repay debt and $700M will be used for a stock buyback. On May 19 Barington announced its strong opposition to the Red Lobster transaction. On May 21 Starboard nominated 12 to the board and issued an open letter to shareholders http://tinyurl.com/OpenLettertoDRIShareholders

Proxy Solicitor to Barington

Legal counsel to Starboard Value

% Outstanding See comment Cost Basis See comment Company Info Share Price 44.38 Revenue 6.3B Market Cap 5.8B Enterprise Value 8.5B Net Cash -2.6B EBITDA 643M 52 wk. range 43.56 – 54.89

EV/EBITDA 13.3

ON JANUARY 30 2014 HFS

HOSTED A WEBCAST WITH BARINGTON

CAPITAL RE: DARDEN

To listen to a replay go to http://barington.com/press-

releases.html

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EMC Corporation (EMC) Activist Investor: Elliott Associates

Investor Info Catalyst Info Shares Not Avail Catalyst:

The WSJ reported Elliott owns 2% of EMC and will seek to have the company spin off its 80% stake in VMware http://online.wsj.com/articles/activist-investor-pushes-emc-to-break-up-1405915262?ru=yahoo?mod=yahoo_itp

% Outstanding ~2% Cost Basis Not Avail Company Info Share Price 26.98 Revenue 23.3B Market Cap 56.9B Enterprise Value 52.5B Net Cash 2.8B EBITDA 5.5B 52 wk. range 23.15 – 28.32 EV/EBITDA 9.5

Forward Industries (FORD) Activist Investor: Terence (Terry) Bernard Wise

Investor Info Catalyst Info Shares 1,608,541 Catalyst:

On July 17 Wise filed a derivative suit against FORD's Chariman to prevent a dilutive stock issuance before the annual meeting. A copy of the press release announcing the derivative claim is available here: http://finance.yahoo.com/news/terence-bernard-wise-files-derivative-195700221.html Comment: We initially covered FORD on June 6 when Wise (a board member since February 2012) delivered a letter to the Chairman nominating four individuals to the Board and expressing strong disappointment at the failure to address the numerous issues facing Forward or engage in a constructive dialogue with Mr. Wise regarding the clear and compelling need for change in the composition of the Board. A copy of Wise’s letter is available here: http://www.sec.gov/Archives/edgar/data/38264/000134100414000499/ex99-1.htm On June 19 Terry Wise issued a press release setting the record straight on his intention to elect new independent directors A copy of Wise’s press release is available here: http://www.sec.gov/Archives/edgar/data/38264/000134100414000540/dfan14a.htm On June 26 Wise nominated an additional 3 nominees to the board (for a total of 7) and sent a letter to the Chairman regarding the board's failure to engage in a constructive dialogue. A copy of Wise’s letter is available here: http://www.sec.gov/Archives/edgar/data/38264/000134100414000552/ex99-1.htm On July 1 Wise sent a letter to FORD's Chairman reiterating his concerns about the Company and his commitment to maximizing value. A copy of Wise’s letter is available here: http://www.sec.gov/Archives/edgar/data/38264/000134100414000574/ex99-1.htm

% Outstanding 19.62% Cost Basis Not Avail Company Info Share Price 1.37 Revenue 31M Market Cap 11M Enterprise Value 4M Net Cash 7M EBITDA 1M 52 wk. range 1.15 – 2.10 EV/EBITDA 3.1

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Franklin Financial Corp. (FRNK) Activist Investor: Lawrence Seidman

Investor Info Catalyst Info Shares 970,938 Catalyst:

On July 17 Seidman increased his "active" ownership from 7.06% to 8.21%

Legal counsel to Lawrence Seidman

% Outstanding 8.21% Cost Basis 15.17 Company Info Share Price 20.90 Revenue 33M Market Cap 228M Enterprise Value 317M Net Cash -85M EBITDA N/A 52 wk. range 17.73 – 24.60 EV/EBITDA N/A

Perry Ellis International, Inc. (PERY) Activist Investor: Legion Partners; CalSTRS

Investor Info Catalyst Info Shares 949,813 Catalyst:

Legion Partners and CalSTRS formed an investment group, disclosed a 6% “active” stake, and highlighted several positive aspects of the business, including:

A large portfolio totaling over 30 highly recognized owned and licensed brands, including: Axist, Ben Hogan, C&C California, Cubavera, Farah, Grand Slam, Jantzen, John Henry, Laundry by Shelli Segal, Original Penguin, Perry Ellis, Rafaella, and Savane, and the distribution of the Callaway Golf, Nike, Jag, Jack Nicklaus and PGA TOUR brands under licensing arrangements;

Extensive distribution to approximately 20,000 retail doors; Long-term relationships with key retailers; Global sourcing infrastructure; Licensing revenue streams from owned brands; and Rapidly growing golf apparel business

Legion also demanded the board review strategic alternatives as well as (i) annual election of directors, (ii) a majority vote standard, (iii) a reduction in related party transactions, (iv) allow shareholders to act by written consent, (v) lower the threshold to call a special meeting, (vi) separate the Chair and CEO position, and (vii) change the supermajority vote requirement to a simple majority to amend the certificate of incorporation.

Legal counsel to Legion Partners

% Outstanding 6.0% Cost Basis 16.33 Company Info Share Price 18.21 Revenue 907M Market Cap 266M Enterprise Value 459M Net Cash -189M EBITDA 33M 52 wk. range 12.37 – 21.05 EV/EBITDA 13.9

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PIMCO Income Strategy Fund (PFL) and PIMCO Income Strategy Fund II (PFN) Activist Investor: Brigade Capital Management

Investor Info Catalyst Info PFN % Out 25.9% Catalyst:

Brigade issued a presentation seeking support for 2 new directors at PFL and 1 new director at PFN http://www.sec.gov/Archives/edgar/data/1296250/000091957414004047/d6034568a_dfan-14a.htm Comment On July 10, 2013 Brigade Capital issued a presentation seeking to elect 1 board member for PFN’s Preferred Shares Trustee (PFN has 2 preferred share Trustees). A copy of Brigade’s 2013 presentation is available here: http://www.sec.gov/Archives/edgar/data/1296250/000091957413004077/d1304160a_dfan14-a.htm On July 26 Brigade issued press release stating ISS recommended preferred shareholders vote for its nominee (which was elected to PFN’s board)

Proxy Solicitor to Brigade Capital

PFL % Out 32.8% Cost Basis Not Avail Company Info Share Price N/A Revenue N/A Market Cap N/A Enterprise Value N/A Net Cash N/A EBITDA N/A 52 wk. range N/A EV/EBITDA N/A

RealD, Inc. (RLD) Activist Investor: Altai Capital

Investor Info Catalyst Info Shares 3,925,000 Catalyst:

Starboard increased its "active" ownership from 6.3% to 7.9% Comment: We initially covered on February 7 when Altai Capital changed its filing status from "passive" investor to "active", disclosed a 9.8% ownership stake (at an avg. cost of $7.52), and said it was having discussions with management. On May 2 Starboard disclosed a 6.3% "active" stake in RLD

Legal counsel to Starboard Value

% Outstanding 7.9% Cost Basis 10.70 Company Info Share Price 10.67 Revenue 199M Market Cap 533M Enterprise Value 536M Net Cash -7M EBITDA 47M 52 wk. range 6.19 – 13.18 EV/EBITDA 11.3

Rand Logistics (RLOG) Activist Investor: JWest, LLC

Investor Info Catalyst Info Shares 1,412,877 Catalyst:

On July 16 JWest sent a letter to RLOG informing the board of its intent to wage a proxy battle if they do not support JWest's 2 nominees. http://www.sec.gov/Archives/edgar/data/1294250/000119312514270037/d758818dex1.htm Comment: We previously covered RLOG on July 30, 2013 when JWest nominated 1 individual for election to the board. On July 1 Jonathan Evans (JWest) sent a letter to the Board announcing his intention to nominate 1 person for election unless several organizational and operational changes are met.

Proxy Solicitor to Rand Logistics

% Outstanding 7.88% Cost Basis 6.17 Company Info Share Price 5.86 Revenue 156M Market Cap 105M Enterprise Value 292M Net Cash -172M EBITDA 29M 52 wk. range 4.66 – 7.49 EV/EBITDA 9.9

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Riverbed Technology (RVBD) Activist Investor: Elliott Associates

Investor Info Catalyst Info Shares 17,316,446 Catalyst:

On July 17 Elliott reaffirmed its $21/share offer to purchase RVBD and disagreed with the board's position that the company's 10% growth plan is a better option than a sale, particularly since it is apparent that the 10% growth will not be achieved. Comment: We initially covered On November 8 Elliott disclosed a 10.4% "active" stake in RVBD and communicated to the board that the Company is deeply undervalued. On November 11 RVBD adopted a Poison Pill with a 10% trigger for “active” investors and a 20% trigger for “passive” investors. On January 8 Elliott offered to buy RVBD for $19/share and submitted a draft purchase agreement. Elliott sent a letter to RVBD outlining 10 quotes from shareholders and analysts illustrating the benefits from its purchase offer. A copy of Elliott’s January 14 letter is available here: http://finance.yahoo.com/news/elliott-sends-letter-board-riverbed-134300978.html On January 15 RVBD rejected Elliott’s proposal as “undervalued”. Elliott issued a press release responding to a series of statements made last week by RVBD about Elliott's offer to acquire the Company for $21/share. A copy of Elliott’s press release is available here: http://finance.yahoo.com/news/elliott-fact-checks-riverbed-misleading-161900635.html Elliott also issued a presentation with its investment bank: http://www.sec.gov/Archives/edgar/data/904495/000119312514093183/d691370dex99f.htm

% Outstanding 10.8% Cost Basis Not Avail Company Info Share Price 18.33 Revenue 1.1B Market Cap 2.9B Enterprise Value 3.0B Net Cash -47M EBITDA 163M 52 wk. range 13.77 – 22.76 EV/EBITDA 18.5

Speed Commerce (SPDC) Activist Investor: Red Alder

Investor Info Catalyst Info Shares 5,496,228 Catalyst:

SPDC entered into an agreement with Red Alder to appoint 2 new directors. A copy of the Settlement Agreement is available here: http://www.sec.gov/Archives/edgar/data/911650/000092189514001539/ex991to13da209646004_071014.htm Comment: We initially covered SPDC (formerly known as Navarre Corp; Ticker: NAVR) in our September 10, 2010 Catalyst Research Reports, highlighting Becker Drapkin’s (currently a 2% shareholder) continued increase in ownership by exercising warrants. On September 7 2010 Becker Drapkin announced it had conversations with NAVR regarding board representation. On November 10, 2010 Becker Drapkin sent a letter to NAVR in which they demanded to inspect the Company’s stockholder list and announced their intention to call a special meeting of shareholders On February 11, 2010 Becker Drapkin entered into a settlement agreement with NAVR. Under the terms of the agreement NAVR agreed to appoint two new directors to the board. On June 5, 2014 Red Alder disclosed a 7% "active" stake

Legal counsel to Red Alder

% Outstanding 8.4% Cost Basis 3.51 Company Info Share Price 2.91 Revenue 107M Market Cap 187M Enterprise Value 228M Net Cash -38M EBITDA 11M 52 wk. range 2.70 – 4.84 EV/EBITDA 19.9

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Superior Industries International (SUP) Activist Investor: GAMCO Investors

Investor Info Catalyst Info Shares 3,643,184 Catalyst:

GAMCO filed definitive proxy materials to elect 3 new directors. SUP issued an investor presentation seeking support for its nominees http://finance.yahoo.com/news/superior-industries-files-investor-presentation-120000892.html On July 21 SUP issued a letter to shareholders seeking support for its 4 nominees and said GAMCO was forcing a costly and distracting proxy contest http://finance.yahoo.com/news/superior-industries-international-issues-letter-121500127.html Comment: We initially covered SUP in our November 30, 2012 Catalyst Research report highlighting GAMCO’s plans to nominate one or more individuals for election to SUP’s board at the 2013 annual meeting. On January 16, 2013 GAMCO nominated 1 person for election to SUP’s board. On March 15 GAMCO increased its stake from 9.07% to 10.07% On November 25 GAMCO sent a letter to SUP saying they are currently evaluating all options available, including the submission of a proposal regarding a stock repurchase. A copy of GAMCO’s letter is available here: http://www.sec.gov/Archives/edgar/data/95552/000080724913000325/sup_13.pdf On June 27 GAMCO filed preliminary proxy materials to elect 3 directors and withdrew its Dutch Auction buyback proposal. http://www.sec.gov/Archives/edgar/data/95552/000092189514001471/prec14a05867011_06242014.htm

Legal counsel to GAMCO

Proxy Solicitor to Superior Industries

% Outstanding 13.24% Cost Basis Not Avail Company Info Share Price 20.66 Revenue 767M Market Cap 558M Enterprise Value 401M Net Cash 162M EBITDA 66M 52 wk. range 16.89 – 21.77 EV/EBITDA 6.1

SWK Holdings Corp (SWKH) Activist Investor: Carlson Capital

Investor Info Catalyst Info Shares 13,149,100 Catalyst:

Frustrated with SWK's inadequate response to its buyout offer, Carlson is nominating 2 to the board http://www.sec.gov/Archives/edgar/data/1056973/000119312514269512/d752579dex14.htm Comment: We initially covered SWKH on May 16 when Carlson Capital offered to buy 80 million newly issued shares of SWKH at $1.20/sh. A copy of Carlson’s offer is available here: http://www.sec.gov/Archives/edgar/data/1056973/000119312514203118/d730394dex12.htm On June 20 Carlson expressed its disappointment in SWK's decision to demand Carlson's offer be approved by a majority of shareholders not affiliated with Carlson. A copy of Carlson’s letter is available here: http://www.sec.gov/Archives/edgar/data/1056973/000119312514244073/d746313dex13.htm

Legal counsel to Carlson Capital

% Outstanding 30.5% Cost Basis Not Avail Company Info Share Price 1.17 Revenue 10M Market Cap 48M Enterprise Value 53M Net Cash -5M EBITDA 8M 52 wk. range 0.75 – 1.25 EV/EBITDA 6.9

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Synacor, Inc. (SYNC) Activist Investor: JEC II Associates

Investor Info Catalyst Info Shares 2,698,500 Catalyst:

On July 16 JEC sent a letter to the board demanding the Chairman's resignation, expansion of the board from 6 to 7 members, and the addition of 2 new directors recommended by shareholders http://www.sec.gov/Archives/edgar/data/1408278/000114420414042893/v383825_ex3.htm On July 15 SYNC adopted a poison pill with a 10% trigger. JEC said the pill serves as an entrenchment device and reiterated its demand for the Chairman’s resignation and the addition of 2 new board members. http://www.sec.gov/Archives/edgar/data/1408278/000114420414043456/v384070_ex4.htm Comment: We previously covered JEC disclosed a 9.8% "active" stake in SYNC and announced its intention to communicate with the board re: the new CEO search, strategic direction and capital structure. On June 25 we reported that JEC sent a letter to the Board requesting they stop searching for a CEO and instead sell the business. On June 30 JEC sent a letter to the Board thanking them for their prompt response to its previous letter and stated that they do not share the board's enthusiasm regarding its goal of maximizing long-term value. A copy of JEC’s letter is available here: http://www.sec.gov/Archives/edgar/data/1408278/000114420414040348/v382743_ex1.htm

% Outstanding 9.8% Cost Basis Not Avail Company Info Share Price 2.48 Revenue 108M Market Cap 70M Enterprise Value 42M Net Cash 30M EBITDA 1M 52 wk. range 2.12 – 3.59 EV/EBITDA 31.2

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PLATINUM SPONSORS – Broker-Dealer

APB Financial Group is a Special Situations Brokerage Firm tailored to investors seeking fundamental value and catalyst-driven activist investments. www.apbfinancialgroup.com Contact: Steven Abernathy, Principal Email: [email protected] Tel: +1 212.293.3469

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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 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

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