Corporate Changes & Events Monitor: October 1-15, 2023

Extracts from press releases (8-K) | Snowball Research | October 1 to 15, 2023

Mar 17, 2024

INDEX

This report is grouped under five broad headings.

I.Sale of segment, exploring strategic alternatives, deleveraging, exit from a business

1. NewtekOne (NEWT): CEO comments on threat of government shutdown of SBA loan; shift away from brokered deposits to a greater focus on growing core retail deposits

2. BlackBerry Limited (NYSE: BB; TSX: BB) announces intention to separate business units

3. Canopy Growth Corp (CGC): Sale of seven properties since April 2023 for C$155M; Transformation to asset-light operating model

4. Tilray Brands (TLRY): CEO comments - increased its market share of craft beer from 9th position to 5th position

5. EVI Industries (EVI): Discussion about the buy-and-build growth strategy

6. AZEK Company (AZEK) announces agreement to sell Commercial Segment’s Vycom business

7. LendingClub (LC): Cost savings initiatives

8. Koppers Holdings (KOP): Term Loan B Repricing; Reduces interest rate margins by 50 basis points

9. Vintage Wine Estates (VWE): New interim CEO highlights the recent changes

10. AZZ (AZZ): New plant; debt reduction

11. Target Hospitality (TH)| Reduction of net debt by 80% since 2020

12. Summit Midstream Partners (SMLP) announces review of strategic alternatives

13. ProFrac Holding (ACDC, ACDCW) evaluates strategic options to realize the full value of its Proppant Production segment

14. Delta Apparel (DLA) Receives Unsolicited Offer to Purchase Its Salt Life Business

15. Angiodynamics (ANGO)| Completed the sale of the Dialysis and BioSentry Biopsy Tract Sealant System businesses for $100M

16. Enhabit (EHAB): Exploring strategic alternatives

17. Carriage Services (CSV)| Carriage Services confirms continuation of review of strategic alternatives

18. UniQure N.V. ( QURE): Reduction of 28% of workforce

19. Coherent (COHR): Coherent’s Silicon Carbide Semiconductor Business to receive $1 Billion in investments from Denso And Mitsubishi Electric

20. AGBA Group Holding (AGBA) reported to NASDAQ and SEC in relation to irregular trading activities in AGBA shares

21. SMART Global Holdings (SGH)| Agreement to sell 81% interest in Brazil operations

Sale of segment, exploring strategic alternatives, deleveraging, exit from a business

NewtekOne (NEWT): CEO comments on threat of government shutdown of SBA loan; shift away from brokered deposits to a greater focus on growing core retail deposits

October 2, 2023 | M.Cap: $344mm | The company provides a range of business and financial solutions to the small- and medium-sized business market.

· Mr. Sloane continued, "As we enter the fourth quarter 2023, the continued threat of a government shutdown clearly appears to be concerning some market participants, however, our experience in operating the SBA 7(a) loan business for over two decades gives us the roadmap to prepare for any temporary bumps in the road as best as we can. As one can clearly see with our record SBA 7(a) closings, we were able to manage and navigate these challenges in the third quarter 2023, and believe that we will continue full steam ahead for the fourth quarter 2023 for loan production and closings. Since our founding in 2000, our SBA 7(a) non-bank lending platform has navigated many of these temporary shutdowns, some of which have lasted days and some lasting weeks and, as such, we fully understand how to prepare for, manage and navigate through these challenges."

· Mr. Sloane further stated, "We look forward to reporting our third-quarter 2023 earnings and hosting our earnings conference call in early November. We plan on discussing, in detail, our ongoing success in deposit gathering, which includes a shift away from brokered deposits to a greater focus on growing core retail deposits, as well as our reduction in broker deposits, and the payoff of expensive lines of credit as we shift more of our funding into Newtek Bank. We will also report our progress in customer openings of Newtek AdvantageTM accounts, as well as opportunities and further developments in upgrading and enhancing our staff and senior management team."

· Mr. Sloane concluded, "The fact that we have been able to continue to demonstrate a successful transition to owning a nationally chartered bank and executing our business plan and business model during challenging times makes us feel extremely positive about our ability to continue to develop our business model of serving and acquiring clients in a manner that we believe is far superior to traditional organizations operating in our business space. In an effort to continue to convey our business strategy and model, which we believe is unique in the market, I will be on the West Coast Monday, October 2, 2023, through Wednesday, October 4, 2023, visiting with multiple investors and attending the LO Microinvestment conference and, currently, I have 19 one-on-one investment meetings scheduled."

https://www.sec.gov/Archives/edgar/data/1587987/000158798723000216/q3sba7aloanfundingpressr.htm

BlackBerry Limited (NYSE: BB; TSX: BB) announces intention to separate business units

October 4, 2023 | M.Cap: $2B | The company provides intelligent security software and services to enterprises and governments worldwide.

· Strategic Review of Portfolio: The Board, together with its advisors, Morgan Stanley and Perella Weinberg Partners, has been evaluating a comprehensive range of strategic alternatives to drive enhanced shareholder value, including a possible separation of businesses and a range of potential sale structures. Based on input from the current process and with the support of management, the Board has determined that separating the IoT and Cybersecurity business units into two independently-operated entities is the optimal strategic direction for BlackBerry.

· https://www.sec.gov/Archives/edgar/data/1070235/000107023523000137/imperiumupdatepressrelease.htm

Canopy Growth Corp (CGC): Sale of seven properties since April 2023 for C$155M; Transformation to asset-light operating model

October 2, 2023 | M.Cap: $ 512mm | The company together with its subsidiaries, engages in the production, distribution, and sale of cannabis and hemp-based products for recreational and medical purposes primarily in Canada, the United States, and Germany.

· The company announced that it has completed the sale of its Hershey Drive facility in Smiths Falls, Ontario, in connection with the previously announced agreement with Hershey Canada, Inc. for cash consideration of approximately CAD$53 million.

· As part of its transformation to a simplified, asset-light operating model, Canopy Growth has sold a total of seven properties for aggregate gross proceeds of approximately CAD$155 million since April 1, 2023. It is anticipated that net proceeds received from the sale of the Facility will be used primarily to pay down the Company’s senior secured credit facility.

· https://www.sec.gov/Archives/edgar/data/1737927/000110465923105619/tm2327293d1_ex99-1.htm

Tilray Brands (TLRY): CEO comments - increased its market share of craft beer from 9th position to 5th position

October 4, 2023 | M.Cap: $1.3B | It engages in the research, cultivation, processing, and distribution of medical cannabis products in Canada, the United States, Europe, Australia, New Zealand, Latin America, and internationally.

· “Since the beginning of our FY 2024, we have closed on three transactions: HEXO Corp. in June, Truss Beverage Co. in August, and the acquisition of eight beer and beverage brands from Anheuser-Busch earlier this week. The HEXO and Truss acquisitions have already boosted our competitive cannabis positioning in Canada, the largest, federally legalized cannabis market in the world, by increasing our leading market share, while the beer and beverage brands acquisition has made us the 5^th largest craft beer brewer in the U.S., up from the 9^th position.”

· https://www.sec.gov/Archives/edgar/data/1731348/000117184323006036/exh_991.htm

EVI Industries (EVI): Discussion about the buy-and-build growth strategy

October 5, 2023 | M.Cap: $363mm |The company engages in the distribution, sale, rental, and lease of commercial and industrial laundry and dry-cleaning equipment in the United States, Canada, the Caribbean, and Latin America.

· Through disciplined execution of its buy-and-build growth strategy and a thriving entrepreneurial culture, EVI has established itself as a leader in the highly fragmented North American commercial laundry distribution and services market. Since 2016, EVI has, among other things, completed twenty-five acquisitions, expanded into new geographies, retained and invested in additional sales and service personnel, broadened its OEM representations, and implemented advanced operating technologies. As a result of these initiatives, since 2016 EVI’s revenue, net income, and Adjusted EBITDA have grown at compounded annual growth rates (CAGRs) of 39%, 28%, and 37%, respectively, and over this period, EVI has experienced a 7.0% organic revenue CAGR for businesses it has owned for at least three years.

· The Company also announced today that its Board of Directors has declared a special cash dividend on the Company’s common stock of $0.28 per share to be paid on October 26, 2023, to stockholders of record at the close of business on October 16, 2023.

· https://www.sec.gov/Archives/edgar/data/65312/000117494723001193/ex99-1.htm

AZEK Company (AZEK) announces agreement to sell Commercial Segment’s Vycom business

October 11, 2023 |M.Cap: $ 5B| The company engages in design, manufacturing, and selling of building products for residential, commercial, and industrial markets in the United States and Canada.

· The company entered into a definitive agreement to sell its Vycom business, a division of its Commercial segment, to Ohio-based Plaskolite, LLC, a global leader in the manufacturing of engineering thermoplastics.

· “This transaction helps simplify our portfolio and further focuses AZEK on our strategic higher growth and margin opportunities in the repair and remodel and outdoor living markets associated with our Residential segment, including our Deck, Rail and Accessories and Exteriors businesses. AZEK’s balance sheet strength, low leverage and strong cash flow generation provides the financial flexibility to pursue this strategic disposition.” - Jesse Singh, AZEK’s CEO

· https://www.sec.gov/Archives/edgar/data/1782754/000095017023052898/azek-ex99.htm

LendingClub (LC): Cost savings initiatives

October 12, 2023 | M.Cap: $740mm| The company operates as a bank holding company for LendingClub Bank, National Association that provides range of financial products and services in the United States.

· The company announced today a cost reduction plan to ensure its ability to navigate through the challenging macroenvironment.

· LendingClub is reducing its workforce by approximately 14%, or 172 employees. The Company anticipates that the actions will result in annualized run-rate compensation and benefits savings of approximately $30 to $35 million compared to the second quarter of 2023.

· https://www.sec.gov/Archives/edgar/data/1409970/000114036123048040/ef20012365_ex99-1.htm

Koppers Holdings (KOP): Term Loan B Repricing; Reduces interest rate margins by 50 basis points

October 12, 2023 |M.Cap: $939mm |The company provides treated wood products, wood preservation chemicals, and carbon compounds in the United States, Australasia, Europe, and internationally.

· The company announced that the company successfully completed the repricing of its 7-year $399 million senior secured Term Loan B (TLB) due April 10, 2030.

· Reduces Interest Rate Margins by 50 Basis Points.

· Commenting on the transaction, Chief Financial Officer Jimmi Sue Smith said, “We are pleased with the strong market demand for our Term Loan B. This transaction is consistent with our track record of optimizing our capital structure, which we have accomplished here by reducing our interest expense through repricing with no change to our leverage, covenants or maturity date.”

· https://www.sec.gov/Archives/edgar/data/1315257/000119312523254683/d520430dex991.htm

Vintage Wine Estates (VWE): New interim CEO highlights the recent changes

October 13, 2023 | M.Cap: $33mm |The company produces and sells wines and spirits in the United States, Canada, and internationally.

· Five-Point Plan Progress:The Company’s Five-Point Plan is centered around five priorities which include margin expansion through simplification and better execution, measurable cost reduction, disciplined cash management, monetizing assets and reducing debt and growing revenue in its key brands.

· Since initiating the plan in the latter half of fiscal 2023 through the first quarter of fiscal 2024 the Company has accomplished the following:

- Restructured the leadership team to better align with the business opportunities and create improved communications and collaboration

- Reduced personnel headcount by a total of 7% for annualized savings of approximately $6 million

- Reduced SKUs over 50% to less than 2,000 and managed parent SKUs from approximately 900 to 600

- Captured approximately 2.8% on average of price

- Improved throughput in the Hopland bottling facility by over 35%

- Simplified warehousing operations and realigned personnel for more efficient pick and pack processes

- Identified and executed on approximately 70% improvement in cost recovery of shipping expenses

- Refocused resources on key brands: ACE Cider, Bar Dog, B.R. Cohn, Cameron Hughes, Cherry Pie, Firesteed, and Kunde

- Maintained industry leading retention rates of estate winery club members

- ACE Cider continues to gain points of distribution and expand its reach into more markets

- Initiating a process to monetize certain assets

· https://www.sec.gov/Archives/edgar/data/1834045/000095017023053335/vwe-ex99_1.htm

AZZ (AZZ): New plant; debt reduction

October 5, 2023 | M.Cap: $1.2B | The company provides hot-dip galvanizing and coil coating solutions in the United States, Canada, Brazil, China, the Netherlands, Poland, Singapore, and India.

· Through better earnings and continued good management of working capital, the company reduced year-to-date debt by $60.0 million, which included $20.0 million of debt reduction from the first quarter. The company also repriced its term loan B, resulting in more favorable interest rates.

· "Our new plant construction in Washington, Missouri continues to progress ahead of schedule and budget. After careful consideration, we made the decision to internally fund the construction of the new plant in Washington, Missouri versus funding a portion of it through a sale/leaseback transaction. As we have stated previously, the project will not have an impact on AZZ’s debt leverage nor our previously stated goal of 3.0x debt leverage by the end of FY2024. Our business is structured for significant cash flow generation, giving us more optionality to fund capital expenditures this year totaling $125 million, which includes the new plant spend of $70 million. Additionally, we will continue to pay down debt in a range of $75 to $100 million this year and expect to continue to pay quarterly cash dividends.”

· https://www.sec.gov/Archives/edgar/data/8947/000000894723000156/exhibit991fy24q2earningsre.htm

Target Hospitality (TH)| Reduction of net debt by 80% since 2020

October 13, 2023 | M.Cap: $1.1B |The company operates as a specialty rental and hospitality services company in North America.

· Since 2020, Target has reduced total net debt by approximately 80%. During that time, the focus on capital discipline allowed Target to quickly react to strategic growth opportunities that support an anticipated 151% increase in revenue(3) while making significant progress towards being net-debt free in 2023.

· https://www.sec.gov/Archives/edgar/data/1712189/000110465923109122/tm2328430d1_ex99-1.htm

Summit Midstream Partners (SMLP) announces review of strategic alternatives

October 5, 2023 | M.Cap: $204mm |The company focuses on owning, developing, and operating midstream energy infrastructure assets primarily shale formations in the continental United States.

· Based on the Partnership’s recent and expected financial performance, as well as interest recently received from third parties for potential transactions, ranging from the sale of specific assets to consideration for the whole Partnership, SMLP is announcing that its Board of Directors has engaged external advisors to evaluate strategic alternatives for the Partnership with the goal of maximizing value for the Partnership’s unitholders.

· These alternatives may include, but are not limited to, continued execution of the Partnership’s business plan, sale of assets, refinancing parts or the entirety of its capital structure, sale of the Partnership by merger or cash, or any combination of these and other alternatives.

· https://www.sec.gov/Archives/edgar/data/1549922/000154992223000013/smlp3q2023strategicalt.htm

ProFrac Holding (ACDC, ACDCW) evaluates strategic options to realize the full value of its Proppant Production segment

October 2, 2023 | M.Cap: $1.3B | The company provides stimulation services, proppants production, and other complementary products and services to oil and gas companies in the United States.

· The company announced that it is evaluating strategic options to maximize and realize the full value of its Proppant Production segment, which operates through its wholly-owned Alpine Silica subsidiary. A variety of options are under strategic review, including a public offering, a sale or merger of Alpine Silica and/or a potential recapitalization.

· https://www.sec.gov/Archives/edgar/data/1881487/000119312523248480/d691723dex991.htm

Delta Apparel (DLA) Receives Unsolicited Offer to Purchase Its Salt Life Business

October 2, 2023 |M.Cap: $62mm |The company designs, manufactures, sources, and markets activewear and lifestyle apparel products in the United States and internationally.

· The company announced that it has received an unsolicited offer to purchase its Salt Life business unit and its Board of Directors has engaged Baird as the Company’s financial advisor.

· The Salt Life team has done an excellent job in taking what was essentially a small regional brand with a primarily wholesale business when we acquired it in 2013 and growing it into a highly profitable business with over $60 million in revenue.

· https://www.sec.gov/Archives/edgar/data/1101396/000143774923027406/ex_575806.htm

Angiodynamics (ANGO)| Completed the sale of the Dialysis and BioSentry Biopsy Tract Sealant System businesses for $100M

October 4, 2023 | M.Cap: $273mm |The company provides invasive medical devices used by professional healthcare providers for vascular access, surgery, peripheral vascular disease and oncology in the United States and internationally.

· During the first quarter of 2024, the company completed the sale of the Dialysis and BioSentry Biopsy Tract Sealant System businesses to Merit Medical Systems, Inc. for $100.0 million in cash.

· During the quarter, the Company used the proceeds from the divestment to extinguish its debt.

· https://www.sec.gov/Archives/edgar/data/1275187/000114036123046804/ef20011918_ex99-1.htm

Enhabit (EHAB): Exploring strategic alternatives

October 5, 2023 |M.Cap: $524mm |The company provides home health and hospice services in the United States.

· As informed in August 2023, Enhabit has launched a process to review strategic alternatives.

· https://www.sec.gov/Archives/edgar/data/1803737/000180373723000153/a2023100423ehabpressrelease.htm

Carriage Services (CSV)| Carriage Services confirms continuation of review of strategic alternatives

October 4, 2023 | M.Cap: $346mm |The company provides funeral and cemetery services, and merchandise in the United States.

· Carriage Services, Inc. (NYSE: CSV) confirmed that, as noted in its press release issued on June 29th, Carriage’s Board of Directors continues its process to review strategic alternatives to maximize shareholder value. The Company does not intend to comment further unless and until there is an actionable matter that requires announcement.

· https://www.sec.gov/Archives/edgar/data/1016281/000101628123000126/pressrelease-strategicalte.htm

UniQure N.V. ( QURE): Reduction of 28% of workforce

October 5, 2023 | M.Cap: $341mm |The company develops treatments for patients suffering from rare and other devastating diseases.

· Announces Strategic Reorganization to Reduce Operating Expenses and Support Advancement of Multiple Clinical-Stage Programs.

· Reduction of 28% of workforce not related to HEMGENIX^®manufacturing obligations; Total cost savings of $180 million to extend cash runway into second quarter of 2027

· Discontinuing investments in more than half of research and technology projects, centralizing operations, and streamlining organization

· https://www.sec.gov/Archives/edgar/data/1590560/000110465923107209/tm2327835d1_ex99-1.htm

Coherent (COHR): Coherent’s Silicon Carbide Semiconductor Business to receive $1 Billion in investments from Denso And Mitsubishi Electric

October 10, 2023 |M.Cap: $5.7B |The company develops, manufactures, and markets engineered materials, optoelectronic components, and devices worldwide.

· The company announced that DENSO CORPORATION and Mitsubishi Electric Corporation have agreed to invest an aggregate $1 billion in its silicon carbide business.

· The transaction results from the strategic review process announced in May 2023 for the silicon carbide business.

· Under the terms of the transaction, DENSO and Mitsubishi Electric will each invest $500 million in exchange for a 12.5% non-controlling ownership interest in the Business, with Coherent owning the remaining 75%.

· In connection with the transaction, the Business will enter into long-term supply arrangements with DENSO and Mitsubishi Electric that support their demand for 150 mm and 200 mm silicon carbide (“SiC”) substrates and epitaxial wafers.

· https://www.sec.gov/Archives/edgar/data/820318/000119312523253029/d561787dex991.htm

AGBA Group Holding (AGBA) reported to NASDAQ and SEC in relation to irregular trading activities in AGBA shares

Oct. 03, 2023 | M.Cap: $32mm | The company together with its subsidiaries provides wealth management and healthcare institution services in Hong Kong.

· The company submitted a letter to the Securities and Exchange Commission and to Nasdaq regarding irregular trading activities in the Company’s ordinary shares by unknown parties since April 28, 2023. On those irregular trading days, trading volume represented more than 100% of the Company’s freely tradeable shares.

· The Company’s controlling shareholder, TAG Holdings Limited, currently holds 82.3% of the Company’s outstanding Ordinary Shares and has not sold any ordinary shares since the date of the Company’s listing on Nasdaq in November 2022.

· https://www.sec.gov/Archives/edgar/data/1769624/000101376223000759/ea186225ex99-1_agbagroup.htm

SMART Global Holdings (SGH)| Agreement to sell 81% interest in Brazil operations

October 12, 2023 |M.Cap: $856mm |The company engages in the designing and development of enterprise solutions in the United States, China, Europe, and internationally.

· On June 13, 2023, the company entered into an agreement to sell an 81% interest in our SMART Brazil operations. The transaction is expected to close at the end of calendar 2023 or early 2024, subject to required regulatory approvals and satisfaction of customary closing conditions.

· Throughout fiscal 2023 the company claims that it has made significant progress in its transformational journey towards becoming an enterprise solutions company focused on higher quality revenue and improving gross margins.

https://www.sec.gov/Archives/edgar/data/1616533/000162828023034285/sghq4-23form8xkxex991.htm

EVI Industries (EVI): Special dividend

October 5, 2023 |M.Cap: $363mm | The company engages in the distribution, sale, rental, and lease of commercial and industrial laundry and dry-cleaning equipment in the United States, Canada, the Caribbean, and Latin America.

· The Board of Directors declared a special cash dividend of $0.28 per share.

· https://www.sec.gov/Archives/edgar/data/65312/000117494723001193/ex99-1.htm

Buyback

American Outdoor Brands (AOUT): 10% buyback

October 10, 2023 | M.Cap: $109mm |The company provides outdoor products and accessories for rugged outdoor enthusiasts in the United States and internationally.

· The company announced that its Board of Directors has approved the repurchase of up to $10 million of the Company’s outstanding common stock

· The program follows the company’s prior share repurchase program, which authorized the Company to repurchase up to $10.0 million of its common stock, was initiated in 2022 and, as of its expiration on September 29, 2023, resulted in approximately 752,000 shares, or approximately 5.6% of the Company’s outstanding shares, repurchased at an average price of $9.05 per share, or over $6.8 million in the aggregate.

· https://www.sec.gov/Archives/edgar/data/1808997/000095017023051132/aout-ex99_1.htm

Acquisitions & merger

Lilly to acquire POINT Biopharma (PNT)

Oct. 3, 2023 | M.Cap: $ 1.4B| The company is a radiopharmaceutical company that develops and commercializes radioligands that fight cancer.

· Eli Lilly and Company (NYSE: LLY) and POINT Biopharma Global, Inc. (NASDAQ: PNT) today announced a definitive agreement for Lilly to acquire POINT.

· https://www.sec.gov/Archives/edgar/data/1811764/000110465923106146/tm2327397d1_ex99-4.htm

Haemonetics Corporation (HAE) to acquire OpSens for approximately USD $253M

October 10, 2023 |M.Cap: $4B |The company provides suite of medical products and solutions in the United States and internationally.

· The company entered into a definitive agreement under which Haemonetics will acquire all outstanding shares of OpSens for approximately USD $253 million.

· https://www.sec.gov/Archives/edgar/data/313143/000031314323000048/a8kex991-pressrelease101023.htm

Vitesse Energy (VTS) acquired additional oil & gas interests in Williston Basin

October 10, 2023 | M.Cap: $678mm |The company focuses on acquisition, ownership, exploration, development, management, production, exploitation, and dispose of oil and gas properties.

· Vitesse Energy (VTS) has acquired additional oil and gas interests in the Williston Basin of North Dakota that will result in approximately $50 million of acquisition and related development capital expenditures, primarily in the third and fourth quarters of 2023. These acquisitions increase the Company’s 2023 capital expenditures guidance range and are expected to provide material increases to production and cash flows in the fourth quarter of 2023 and, more significantly, for the full year of 2024.

· https://www.sec.gov/Archives/edgar/data/1944558/000194455823000078/presserelease2023109ex991.htm

Tenable Holdings (TENB) Completes acquisition of Ermetic

October 2, 2023 |M.Cap: $4.8B |The company provides cyber exposure solutions for in the Americas, Europe, the Middle East, Africa, the Asia Pacific, and Japan.

· The company announced that it has closed its acquisition of Ermetic, Ltd. an innovative cloud-native application protection platform (CNAPP) company for $240 million in cash and $25 million in restricted stock and RSUs.

· https://www.sec.gov/Archives/edgar/data/1660280/000166028023000134/a10022023ex991.htm

Live Ventures (LIVE) submits proposal to acquire LL Flooring (LL)

October 12, 2023 | M.Cap: $81mm |The company engages in the flooring and steel manufacturing, and retail businesses in the United States.

· Live Ventures Submits Proposal to Acquire LL Flooring (NYSE: LL) for $5.85 Per Share in Cash.

· https://www.sec.gov/Archives/edgar/data/1045742/000162828023034288/live-llloipressrelease1011.htm

U S Physical Therapy (USPH): Acquisition of two physical therapy practices for $13.9M; In the last twelve months, USPH has acquired eight physical therapy practices

October 2, 2023 |M.Cap: $1.3B | The company operates outpatient physical therapy clinics that provide pre-and post-operative care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers, and neurological-related injuries.

· The company announced the acquisition of two physical therapy practices in separate transactions for a combined $13.9 million. The businesses currently generate approximately $7.2 million in combined annual revenues and approximately 48,000 visits on an annualized basis across five total clinics.

· In the last twelve months, USPH has acquired eight physical therapy practices with 44 total clinics and more than $39 million in revenue for a combined outlay of $72.5 million. In addition, the Company has purchased six practices with a total of 8 clinics that have been “tucked into” larger partnerships during this time period.

· https://www.sec.gov/Archives/edgar/data/885978/000088597823000037/ex99-1.htm

Construction Partners (ROAD): Completes South Carolina Acquisition

October 2, 2023 | M.Cap: $2.2B |The company engages in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina, and South Carolina.

· The company announced that it has acquired Hubbard Paving & Grading, Inc., headquartered in Walhalla, South Carolina. The acquisition adds one hot-mix asphalt plant and related construction operations to CPI’s South Carolina platform company, King Asphalt, Inc., and will expand its service market in the Upstate region.

· https://www.sec.gov/Archives/edgar/data/1718227/000171822723000058/pressrelease_10022023.htm

Standard BioTools (LAB) and SomaLogic (SLGC) to Combine in All-Stock Merger Creating a Diversified Leader in Life Sciences Tools

October 4, 2023 | M.Cap: $207mm |The company creates, manufactures, and markets instruments, consumables, reagents, and software for researchers and clinical laboratories worldwide.

· Standard BioTools Inc. (Nasdaq: LAB), driven by a bold purpose – Unleashing tools to accelerate breakthroughs in human health – and SomaLogic (Nasdaq: SLGC), a leader in data-driven proteomics technology, today announced that they have entered into a definitive agreement to combine in an all-stock merger.

· https://www.sec.gov/Archives/edgar/data/1837412/000110465923106609/tm2327476d1_ex99-1.htm

Bsquare Corporation (BSQR) to be acquired by Kontron America for $1.9 per share

October 11, 2023| M.Cap: $37mm | The company develops and deploys technologies for the makers and operators of connected devices in North America, Europe, and Asia.

· The company announced the execution of a definitive merger agreement by which Kontron will acquire Bsquare.

· https://www.sec.gov/Archives/edgar/data/1054721/000143774923028060/ex_577992.htm

FitLife Brands (FTLF) closes acquisition of substantially all of the assets of MusclePharm Corporation

October 13, 2023 | M.Cap: $88mm | The company nutritional supplements for health-conscious consumers in the United States and internationally.

· The company announced that on October 10, 2023, it successfully closed the acquisition of substantially all of the assets of MusclePharm Corporation (“MusclePharm”) as previously approved by the US Bankruptcy Court for the District of Nevada.

· Total consideration for the acquisition was approximately $18.5 million cash.

· https://www.sec.gov/Archives/edgar/data/1374328/000143774923028182/ex_579747.htm

Golden Matrix Group (GMGI) provides update on pending acquisition

October 4, 2023 | M.Cap: $ 82mm | The company provides enterprise software-as-a-service solutions for online casino and sports betting operators.

· As previously reported in early 2023, the company has entered into a definitive acquisition agreement to acquire MeridianBet Group and its related companies for roughly $300 million.

· The acquisition is expected to close in the fourth quarter of 2023 or first quarter of 2024.

· https://www.sec.gov/Archives/edgar/data/1437925/000147793223007341/gmgi_ex991.htm

P&F Industries (PFIN) to be acquired by Shoreview Industries for $1.3 per share

October 13, 2023 | M.Cap: $41mm | The company through its subsidiaries, designs, imports, manufactures, and sells pneumatic hand tools primarily to the retail, industrial, automotive, and aerospace markets primarily in the United States.

· The company announced that it has entered into a definitive agreement to be acquired by ShoreView Industries (“ShoreView”) in an all-cash transaction for $13.00 per share. The purchase price represents an approximately 97% premium to the closing stock price of the Company’s stock on October 12, 2023, the last trading day prior to announcing the transaction.

https://www.sec.gov/Archives/edgar/data/75340/000110465923108994/tm2328399d1_ex99-1.htm

OptimizeRx (OPRX) announces agreement to acquire Medicx Health for $95 million

October 12, 2023 | M.Cap: $180mm | The company a digital health technology company, provides various solutions to life sciences organizations, healthcare providers (HCPs), and patients.

· The company announced it has signed an agreement to acquire Scottsdale, Arizona-based Healthy Offers, Inc., dbaMedicx Health, a leading healthcare consumer-focused omnichannel marketing and analytics company. The transaction purchase price is $95 million, and certain members of Medicx’s management plan to invest approximately $10.5 million of their proceeds into the Company’s common stock. Closing is expected during the fourth quarter of 2023.

· https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/ea186749ex99-1_optimizerx.htm

Rithm Capital Corp (RITM) to acquire Specialized Loan Servicing for $720M

October 2, 2023 | M.Cap: $5B| The company operates as an investment manager that operates a vertically integrated mortgage platform and invests in real estate and related properties in the United States and Europe

· The company announced it has entered into a definitive agreement with Computershare Limited (ASX: CPU) to acquire Computershare Mortgage Services Inc. and certain affiliated companies, including Specialized Loan Servicing LLC for a purchase price of approximately $720 million.

· https://www.sec.gov/Archives/edgar/data/1556593/000114036123046126/ef20011745_ex99-1.htm

Central Valley Community Bancorp (CVCY) merger agreement

October 10, 2023 | M.Cap: $210mm | The company operates as the bank holding company for the Central Valley Community Bank that provides various commercial banking services to small and middle-market businesses and individuals in the central valley area of California.

· On October 10, the Company announced that Central Valley Community Bancorp and Bank entered into a merger agreement to acquire Community West Bancshares and Bank.

· Under the terms of the agreement, Community West Bancshares will merge with and into Central Valley Community Bancorp and Community West Bank will merge with and into Central Valley Community Bank.

· https://www.sec.gov/Archives/edgar/data/1127371/000112737123000143/exhibit991projectcoveinv.htm

· https://www.businesswire.com/news/home/20231010680330/en/Central-Valley-Community-Bancorp-and-Community-West-Bancshares-to-Merge

Vericity (VERY): iA Financial Group to Acquire Vericity in $170 million Transaction

October 3, 2023 | M.Cap: $164mm | The company together with its subsidiaries, provides life insurance protection products for the middle American.

· The company announced it has entered into a definitive merger agreement whereby iA American Holdings, Inc., a subsidiary of iA Financial Corporation, Inc. (TSX: IAG) will acquire Vericity in an all-cash transaction valued at approximately $170 million.

· https://www.sec.gov/Archives/edgar/data/1575434/000114036123046631/ny20011726x1_ex99-1.htm

National Western and Prosperity Life Group Announce $1.9 Billion Cash Merger

October 9, 2023 | M.Cap: $ 1.7B| The company through its subsidiary, National Western Life Insurance Company, operates as a stock life insurance company.

· National Western Life Group, Inc. (NWLI), and Prosperity Life Group announced the signing of a definitive Merger Agreement whereby S. USA Life Insurance Company, Inc., an affiliate of Prosperity Life Group, will acquire National Western in an all-cash transaction valued at approximately $1.9 billion.

· https://www.sec.gov/Archives/edgar/data/1635984/000163598423000036/exhibit991jointpressreleas.htm

Central Valley and Community Bancorp (CVCY) West Bancshares to merge

October 10, 2023 | M.Cap: $ 203mm| The company operates as the bank holding company for the Central Valley Community Bank that provides various commercial banking services to small and middle-market businesses and individuals in the central valley area of California.

· Central Valley Community Bancorp (CVCY) together with its banking subsidiary, Central Valley Community Bank (CVCB) and Community West Bancshares (Community West) (NASDAQ: CWBC), parent company of Community West Bank (CWB), announced the signing of an Agreement of Reorganization and Merger, dated October 10, 2023, pursuant to which the companies will combine in an all-stock merger transaction. Under the terms of the agreement, Community West Bancshares will merge with and into Central Valley Community Bancorp and Community West Bank will merge with and into Central Valley Community Bank.

· https://www.sec.gov/Archives/edgar/data/1051343/000117184323006207/exh_992.htm

Minerals Technologies (MTX): Subsidiary files Chapter 11

October 2, 2023 | M.Cap: $2B |The company develops, produces, and markets various specialty mineral, mineral-based, and synthetic mineral products, and supporting systems and services.

· Minerals Technologies Inc. (NYSE: MTX) (“MTI” or the “Company”) today announced that its subsidiaries, Barretts Minerals Inc. (“BMI”) and Barretts Ventures Texas LLC (together, “the Debtors”), filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to address and comprehensively resolve BMI’s liabilities associated with talc.

· https://www.sec.gov/Archives/edgar/data/891014/000089101423000086/ex99_1.htm

Capital Raise

Bionano Genomics (BNGO) prices $80M financing in convertible notes and warrants; Cost reduction initiatives

October 11, 2023 | M.Cap: $62mm | The company provides genome analysis software that enables genomics labs to analyze and interpret data across a range of platforms to generate informative data visualizations for streamlined and simple reporting of causal variants.

· Private placement:The company announced that it has priced a financing to raise an aggregate of $80.0 million in a registered offering and concurrent private placement of senior secured convertible notes due 2025 and warrants.

· Our objective in financing the company during what we believe is one of the most challenging financing environments for growth companies in health care has been to obtain enough capital to provide a meaningful extension in the cash runway, while also managing the dilutive impact.

· Operating and Manufacturing Cost Reductions: On October 9, 2023, Bionano committed to a series of cost savings initiatives including a reduction in force and reducing facility costs and discretionary spending unrelated to headcount that, taken together with cost savings realized from the reduction in force the Company

· https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/ef20012228_ex99-1.htm

PagerDuty (PD) announces pricing of $350M convertible senior notes offering

October 10, 2023 | M.Cap: $2B| The company engages in the operation of a digital operations management platform in the United States, EMEA, the Asia Pacific, and Japan.

· The company announced the pricing of $350 million principal amount of 1.50% Convertible Senior Notes due 2028.

· https://www.sec.gov/Archives/edgar/data/1568100/000156810023000048/ex992projectdrpepper-prici.htm

McEwen Copper closes ARS $42B investment by Stellantis

October 11, 2023 |M.Cap: $366mm |The company engages in the exploration, development, production, and sale of gold and silver deposits in the United States, Canada, Mexico, and Argentina.

· McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is pleased to announce the closing of an additional ARS $42 billion investment by Stellantis, one of the world’s leading automakers and mobility providers.

· Stellantis N.V. (“Stellantis”), which in February 2023 invested ARS $30 billion, has today invested an additional ARS $42 billion in Argentina to acquire shares of McEwen Copper in a private placement of 1,900,000 common shares. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes.

· https://www.sec.gov/Archives/edgar/data/314203/000110465923109426/tm2328271d1_ex99-1.htm

The Real Good Food Company (NASDAQ: RGF) Announces Commencement of Public Offering of its Class A Common Stock

October 10, 2023 | M.Cap: $35mm |The company operates as a health and wellness focused frozen food company in the United States.

· The company announced that it has commenced an underwritten public offering, subject to market and other conditions, to issue and sell shares of its Class A common stock.

· The Company intends to use the net proceeds from the proposed offering for general corporate purposes.

· https://www.sec.gov/Archives/edgar/data/1871149/000119312523255200/d547169dex991.htm

Canoo (GOEV): Convertible preferred stock purchase agreement

October 2, 2023 |M.Cap: $225mm |The company designs, engineers, develops, and manufactures electric vehicles for commercial and consumer markets in the United States.

· Canoo has entered into a $45 million Convertible Preferred Stock purchase agreement by a foreign strategic institutional investor with the potential for upsizing to $150 million.

· https://www.sec.gov/Archives/edgar/data/1750153/000110465923105656/tm2327233d1_ex99-1.htm

Lazydays Holdings (LAZY): $100M rights offering

October 12, 2023 | M.Cap: $101mm |The company operates recreational vehicle (RV) dealerships under the Lazydays name in the United States.

· Lazydays Holdings updates rights offering terms and announces expected pricing for up to $100 million rights offering

· https://www.sec.gov/Archives/edgar/data/1721741/000114036123047942/ny20009895x8_ex99-1.htm

PagerDuty (PD): Private placement of $350M convertible senior notes

October 13, 2023 | M.Cap: $2B | The company engages in the operation of a digital operations management platform in the United States, EMEA, the Asia Pacific, and Japan.

· PagerDuty Announces Proposed Private Placement of $350 Million of Convertible Senior Notes

· https://www.sec.gov/Archives/edgar/data/1568100/000156810023000048/ex991projectdrpepper-launc.htm

Viper Energy Partners LP (VNOM): Senior notes

October 12, 2023 | M.Cap: $2.6B |The company owns, acquires, and exploits oil and natural gas properties in North America.

· Viper Energy Partners LP (NASDAQ:VNOM) (“Viper”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), announced today that it has priced at par an offering of $400 million aggregate principal amount of its 7.375% Senior Notes due 2031 (the “Notes”).

· https://www.sec.gov/Archives/edgar/data/1602065/000160206523000069/viperex991-10x12x23xpricing.htm

ChargePoint Holdings (CHPT)| $175M new equity commitment; increase in cash coupon rate

October 11, 2023 | M.Cap: $782mm |The company provides electric vehicle (EV) charging networks and charging solutions in the United States and internationally.

$175M of new equity committed by institutional investors via the Company’s “at-the-market” offering facility.

· Separately, ChargePoint and the lead investor in the Notes have entered into a binding term sheet agreeing to modify (either by amendment or exchange for new notes) the Notes to extend the maturity of the Notes from April 1, 2027 to April 1, 2028, to increase the cash coupon from 3.5% to 7% per year, to increase the payment in kind coupon from 5% to 8.5% per year, and to adjust the conversion price from $24.03 per share to $12.00 per share.

·https://www.sec.gov/Archives/edgar/data/1777393/000119312523253921/d565889dex991.htm

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