Corporate Changes & Events Monitor: October 15-31, 2023

Extracts from press releases (8-K) | Snowball Research | October 15 to 31, 2023

Mar 18, 2024

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

1. Ranger Energy Services (RNGR) provides strategic update

2. Community Health Systems (CYH): Review of divestitures since the start of the year

3. Independence Realty Trust (IRT) initiates portfolio optimization and deleveraging strategy

4. Benson Hill (BHIL): Transition to an asset-light business model focused on animal feed markets

5. Atlantic Union Bankshares (AUB): Acquisition of American National; Cost saving initiatives; sale-leaseback transaction; AFS securities sale

6. Tompkins Financial Corporation (TMP): Balance sheet repositioning

7. Investar Holding (ISTR): Exit of Consumer Mortgage Origination Business; Continues to de-risk the portfolio by proactively exiting credit relationships that do not fit this strategy; Ceased operations of 14 ATMs

8. NorthWestern Energy (NWE): Holding Company Reorganization

9. Eastern Bankshares (EBC): Sale of insurance operations

10. Alerus Financial Corporation (ALRS): Exited the ESOP trustee business to invest in scaled key service lines where Alerus is currently ranked as a top 25 provider in the country

11. Camden National (CAC): Sale of investments to reposition a portion of its balance sheet

12. Mayville Engineering Company (MEC): CEO comments on repayment of debt, stock buyback

13. CaliberCos (CWD) announced the sale of Northsight Crossing retail center; Generates IRR of 22%

14. DLH Holdings Corp. (DLHC): Debt reduction; Facility rationalization to lower lease expenses

15. Zurn Elkay Water Solutions Corp (ZWS): Debt reduction & repurchase

16. Dorman Products (DORM): Repayment of debt

17. CONSOL Energy (CEIX)| Buyback & debt repayment

18. Atlas Energy Solutions (AESI): Elimination of dual-class structure

19. Modiv Industrial (MDV) anticipates distributing GIPR common shares

20. Civeo Corp (CVEO) entered into an agreement to sell McClelland Lake Lodge

21. Clear Channel Outdoor Holdings (CCO) signed a share purchase agreement to sell its business in France

22. Strattec Security Corp (STRT)| Sale of one-third interest in a joint venture

23. SunOpta (STKL): Sale of frozen fruit business for $141M; Net proceeds will be used to reduce debt

24. Chart Industries (GTLS, GTLS-PB)| Divests American Fan business

25. Vista Outdoor (VSTO): Agreement to sell Sporting Products business for $1.91 Billion

26. Benson Hill (BHIL): Sale of the Seymour crush assets

27. Herc Holdings (HRI) explores strategic alternatives for Cinelease studio entertainment business

28. Harmonic (HLIT)| Initiated strategic review for video business

29. Zynex (ZYXI) | Announces review of strategic alternatives

30. LiveOne (LVO) Slashes Additional $2M of Costs, Now Totaling Over $32M

31. Vertex Energy (VTNR) engages investment bank to enhance renewable fuels and sustainable products growth strategy

32. BV Financial (BVFL): Total loan delinquencies decreased by 71%

33. PTC Therapeutics (PTCT) Announces Evrysdi® Royalty Agreement with Royalty Pharma for Up To $1.5 Billion

34. Bowlero (BOWL) Completes $433 Million sale-leaseback with VICI Properties

35. Alkermes plc. (ALKS): Separation of oncology business; Migration to pure-play neuroscience company

36. Mimedx Group (MDXG)| Repurchased preferred stock

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

Ranger Energy Services (RNGR) provides strategic update

October 31, 2023 |M.Cap: $245mm |The company provides onshore high specification well service rigs, wireline completion services, and complementary services to exploration and production companies in the United States.

STRATEGIC UPDATE

Ranger’s four strategic pillars for creating shareholder value are: maximizing cash flow, fortifying its balance sheet, growing through acquisition, and returning meaningful capital to shareholders. We continued to make progress in each of these areas during the third quarter of 2023.

· Maximizing Cash Flow: The Company’s focus on cash flow generation is underpinned by a capital efficient business model with strong operating leverage. Year-to-date, the Company has generated $32.5 million of free cash flow(1), after adjusting for the recent acquisition of pumps, which was treated as a capital expenditure for accounting purposes.

· Fortifying the Balance Sheet: The Company ended the third quarter with $10.3 million of debt and $8.2 million of cash and cash equivalents. The Company’s outstanding debt predominantly consists of borrowings on the Revolving Credit Facility associated with the recent pump acquisition. The Company believes that minimal debt is critical to its ability to maximize shareholder returns through opportunistic investment and capital returns to shareholders.

· Exploring Growth Through Acquisition: During the third quarter, the Company continued to evaluate asset acquisition and consolidation opportunities. Most notably, it closed on its purchase of $7.25 million of pump down assets and support equipment, which it believes will have a payback of less than two years. Ranger is committed to pursuing a disciplined acquisition strategy rooted in maximizing long-term value.

· Returning Capital to Shareholders: The Company is committed to returning at least 25% of annual cash flows to its shareholders. During the third quarter, the Company repurchased 232,900 shares of its Class A common stock at an average of $11.60 per share, representing 1% of shares outstanding, and declared its first quarterly dividend of $0.05 per share. Year to date, the Company has repurchased 781,000 shares, representing just over 3% of shares outstanding. Furthermore, the Board is declaring its quarterly dividend today, October 31, 2023, of $0.05 per share of common stock, payable on December 1, 2023 to shareholders of record as of November 13, 2023.

· https://www.sec.gov/Archives/edgar/data/1699039/000169903923000123/rngr-093023ex991earningsre.htm

Community Health Systems (CYH): Review of divestitures since the start of the year

October 25, 2023 | M.Cap: $373mm |The company owns, leases, and operates general acute care hospitals in the United States.

· During 2023, through the date of this press release, the Company has completed the divestiture of three hospitals and the sale of a majority interest in another hospital.

- On January 1, 2023, the Company completed the divestiture of one hospital (in respect of which the Company received proceeds at a preliminary closing on December 31, 2022).

- On April 1, 2023, the Company completed the divestiture of one hospital (in respect of which the Company received proceeds at a preliminary closing on March 31, 2023).

- On July 1, 2023, the Company completed the divestiture of one hospital (in respect of which the Company received proceeds at a preliminary closing on June 30, 2023).

- On September 1, 2023, the Company completed the sale of a majority interest in one hospital.

· https://www.sec.gov/Archives/edgar/data/1108109/000095017023055224/cyh-ex99_1.htm

Independence Realty Trust (IRT) initiates portfolio optimization and deleveraging strategy

October 30, 2023 | M.Cap: $3B | The company is a real estate investment trust that owns and operates multifamily communities, across non-gateway U.S. markets

Subsequent to September 30, 2023, our Board of Directors approved a plan, which we refer to as our Portfolio Optimization and Deleveraging Strategy, to exit or reduce our presence in certain markets while also deleveraging our balance sheet. Our Portfolio Optimization and Deleveraging Strategy targets sales of approximately 10 properties that are located in seven markets, including the one property in Chicago, Illinois that was held for sale as of September 30, 2023. Nine of the 10 properties were acquired in December 2021 as part of the STAR merger. We currently expect these asset sales to generate gross sales proceeds of approximately $521 to $533 million with proceeds used to immediately delever our balance sheet.

We estimate that these asset sales, if consummated within the foregoing price range, will enable us to reduce our outstanding debt by approximately $516 to $528 million (comprised of $284 million of property level debt associated with the ten properties and $232 to $244 million of additional debt), will reduce our net debt to adjusted EBITDA ratio by 0.8x to 0.9x, and will be dilutive to Core FFO per share by $0.02-$0.03. In addition, consummation of the targeted sales would reduce our market exposures by five single asset markets and reduce the average age of the properties in our portfolio by approximately one year.

We are in various stages of marketing, negotiations, and buyer due diligence with respect to the properties targeted for sale. There can be no assurance that any of the sales will be consummated at expected pricing levels, within expected time frames, or at all. The estimates of sale prices discussed above are based on our assessment of current conditions in the markets where the properties are located, comparable sales data, characteristics and operating performance of the properties among other factors and are subject to numerous assumptions.

https://www.sec.gov/Archives/edgar/data/1466085/000146608523000119/irt-20231030xsupex991.htm

Benson Hill (BHIL): Transition to an asset-light business model focused on animal feed markets

October 31, 2023 | M.Cap: $43mm | The company operates as a food technology company that unlocks natural genetic diversity of plants.

· Shape the Business: The Company has taken actions to realize a $33 million run rate operating expense reduction in 2024.

· Build Liquidity: Negotiations are underway to divest the Company’s processing facilities. This includes a signed agreement to sell the soy crush facility in Seymour, Ind., for approximately $36 million of total gross proceeds, subject to working capital and other adjustments.

· Fund the Business: The successful execution of the Liquidity Improvement Plan is expected to extend the cash runway to maximize the value of the proprietary product pipeline. Management anticipates the actions above should provide more than 12 months of liquidity following payoff of the Company’s high-cost debt, which, when combined with anticipated final partnership and licensing agreements, will position the Company to better forecast its profitability timeline.

· In addition, the Company continues to evaluate multiple strategic alternatives through discussions with interested parties about executing its strategy under public and private operating models.

· https://www.sec.gov/Archives/edgar/data/1830210/000183021023000178/exhibit992investorupdatepr.htm

Atlantic Union Bankshares (AUB): Acquisition of American National; Cost saving initiatives; sale-leaseback transaction; AFS securities sale

October 19, 2023 | M.Cap: $2B| The company operates as the bank holding company for Atlantic Union Bank that provides banking and related financial products and services to consumers and businesses in the United States.

· Merger with American National Bankshares Inc.: On July 25, 2023, the Company announced that it entered into a merger agreement to acquire American National..

· Cost Saving Initiatives: As previously disclosed, the Company initiated a series of strategic cost savings measures during the second quarter of 2023 that is expected to reduce the annual expense run rate by approximately $17 million.

· Sale-Leaseback Transaction:On September 20, 2023, Atlantic Union Bank executed a sale-leaseback transaction and sold 27 properties, which consisted of 25 branches and a drive thru and parking lot, each adjacent to a sold branch, to a single purchaser for an aggregate purchase price of $45.8 million. Concurrently, the Bank entered into absolute net lease agreements with the purchaser under which the Bank will lease each of the properties for an initial term of 17 years with specified renewal options.

· Available for Sale Securities Sale:Concurrent with the sale-leaseback transaction, also on September 20, 2023, the Company restructured a portion of its investment portfolio by selling low yielding AFS securities with a book value of $228.3 million, resulting in a pre-tax net loss of $27.7 million. The net proceeds from the securities sale transaction were reinvested into higher yielding AFS securities at the end of the third quarter of 2023.

· https://www.sec.gov/Archives/edgar/data/883948/000088394823000091/aub-20231019xex99d1.htm

Tompkins Financial Corporation (TMP): Balance sheet repositioning

October 27, 2023 | M.Cap: $794mm | The company provides commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. The company operates in three segments: Banking, Insurance, and Wealth

· Tompkins Financial Corporation reported a net loss of $33.4 million for the third quarter of 2023. The quarterly results were negatively impacted by the sale of $429.6 million of available-for-sale debt securities, which resulted in an after-tax loss on the sale of securities of $47.5 million. Though this sale resulted in an operating loss in the third quarter of 2023, the transaction is expected to favorably impact securities revenue in future periods as the securities sold had an average yield of 0.93%, while the proceeds of the sale were largely reinvested into securities with an estimated yield of approximately 5.12%. The weighted average life of the securities purchased and sold was approximately 4.3 years.

· Tompkins President and CEO, Stephen Romaine, commented, "During the quarter we elected to proactively reposition the balance sheet which will improve securities revenue and we expect that the improved revenue will exceed the value of the loss recognized in the third quarter through time. We estimate securities revenue to improve by approximately $15.4 million over the next twelve months.

· https://www.sec.gov/Archives/edgar/data/1005817/000100581723000012/q32023pressrelease.htm

Investar Holding (ISTR): Exit of Consumer Mortgage Origination Business; Continues to de-risk the portfolio by proactively exiting credit relationships that do not fit this strategy; Ceased operations of 14 ATMs

October 19, 2023 | M.Cap: $112mm | The company operates as the bank holding company for Investar Bank that provides a range of commercial banking products to individuals, professionals, and small to medium-sized businesses in South Louisiana.

· Exit of Consumer Mortgage Origination Business: In an effort to focus more on its core business and optimize profitability, Investar made the strategic decision to exit its consumer mortgage origination business. Investar will retain and continue to service the existing consumer mortgage loan portfolio. Consumer mortgage loan products are generally long-term and fixed-rate and generally require a higher relative allowance for credit losses than other loan products. Consumer mortgage volumes have decreased to historical lows due to the combination of rising housing prices and interest rates and constriction of housing supply. As a result of this decision, Investar further optimized its workforce and will continue to dedicate resources to its more profitable business lines. The consumer mortgage portfolio was approximately $264.1 million at September 30, 2023 and is included in the 1-4 family loan category.

· Ceased operations of 14 ATMs: “we continue to execute on the evaluation and optimization of our physical branch and ATM footprint. As a result of our ongoing review, we ceased operation of 14 ATMs which will result in future cost savings while maintaining uninterrupted service to our valued customers. “ - Investar’s President and Chief Executive Officer John D’Angelo

· Strong Credit Quality: Investar has increased its focus on underwriting high quality credits that are less susceptible to effects from a potential economic downturn and continues to de-risk the portfolio by proactively exiting credit relationships that do not fit this strategy. As a result, credit quality has continued to improve as nonperforming loans were only $5.6 million, or 0.27% of total loans at September 30, 2023 compared to $7.0 million, or 0.34%, at June 30, 2023

· https://www.sec.gov/Archives/edgar/data/1602658/000143774923028629/ex_561470.htm

NorthWestern Energy (NWE): Holding Company Reorganization

October 26, 2023 | M.Cap: $ 3B | The company provides electricity and natural gas to residential, commercial, and various industrial customers.

· On October 2, 2023, NorthWestern Corporation and NorthWestern Energy Group reorganized into a holding company structure. In this reorganization, shareholders of Northwestern Corporation (the predecessor publicly held parent company) became shareholders of Northwestern Energy Group, maintaining the same number of shares and ownership percentage as held in Northwestern Corporation immediately prior to the reorganization. Northwestern Corporation became a wholly-owned subsidiary of Northwestern Energy Group. The transaction was effected pursuant to a merger pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which provides for the formation of a holding company without a vote of the shareholders of the constituent corporation. Immediately after consummation of the reorganization, NorthWestern Energy Group had, on a consolidated basis, the same assets, businesses and operations as NorthWestern Corporation had immediately prior to the consummation of the reorganization. As a result of the reorganization, NorthWestern Energy Group became the successor issuer to NorthWestern Corporation pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, and as a result, NorthWestern Energy Group's common stock was deemed registered under Section 12(b) of the Securities Exchange Act of 1934. In the early part of 2024, we intend to complete the second and final phase of the holding company reorganization which will result in the South Dakota and Nebraska regulated utilities business becoming a separate direct subsidiary of NorthWestern Energy Group. This is planned to be accomplished through Northwestern Corporation contributing the assets and liabilities of its South Dakota and Nebraska regulated utilities to its direct subsidiary, Northwestern Energy Public Service Corporation (NPS), and then distributing its equity interest in NPS and certain other subsidiaries to Northwestern Energy Group, resulting in Northwestern Corporation owning and operating only the Montana regulated utility and NPS owning and operating the Nebraska and South Dakota utilities, each as a direct subsidiary of Northwestern Energy Group.

· https://www.sec.gov/Archives/edgar/data/73088/000007308823000152/ex991pressreleaseq32023.htm

Eastern Bankshares (EBC): Sale of insurance operations

October 31, 2023 | M.Cap: $2B| The company operates as the bank holding company for Eastern Bank that provides banking products and services primarily to retail, commercial, and small business customers.

· On October 31, 2023, the company announced it has completed the previously disclosed sale of Eastern Bank’s insurance operations, which conduct business under the name Eastern Insurance Group to Arthur J. Gallagher & Co.

· Proceeds from the insurance transaction will allow Eastern to focus on the growth and strategic initiatives of its core banking business, including the merger with Cambridge. The merger will create a combined franchise with approximately $27 billion in total assets, create the largest bank-owned independent investment advisor in Massachusetts, and further solidify Eastern as the largest Boston-based mid-sized bank by deposits.

· https://www.sec.gov/Archives/edgar/data/1810546/000119312523267310/d923226dex991.htm

Alerus Financial Corporation (ALRS): Exited the ESOP trustee business to invest in scaled key service lines where Alerus is currently ranked as a top 25 provider in the country

October 25, 2023 | M.Cap: $370mm | The company through its subsidiary, Alerus Financial, National Association, provides various financial services to businesses and consumers.

· In National Retirement Services division, the company exited the ESOP trustee business to invest in scaled key service lines where Alerus is currently ranked as a top 25 provider in the country

· President and Chief Executive Officer Katie Lorenson said, “Alerus’ fundamental execution of key strategic initiatives continued during the third quarter with strong deposit retention and acquisition while maintaining noninterest-bearing deposits at 25% and a loan to deposit ratio of 90% without the utilization of brokered deposits.

· https://www.sec.gov/Archives/edgar/data/903419/000155837023016724/alrs-20231025xex99d1.htm

Camden National (CAC): Sale of investments to reposition a portion of its balance sheet

October 31, 2023 | M.Cap: $523mm | The company operates as the bank holding company for Camden National Bank that provides various commercial and consumer banking products and services for consumer, institutional, municipal, non-profit, and commercial customers in Maine, New Hampshire, and Massachusetts.

· The Company's third quarter operating results include the impact from the sale of $66.7 million of investment securities that resulted in a pre-tax loss of $5.3 million. The Company sold these investments to reposition a portion of its balance sheet in response to the interest rate environment and, in doing so, is expected to improve its future earnings and profitability metrics. The strength of the Company's capital position enabled it to absorb the loss while maintaining strong capital ratios well in excess of regulatory capital requirements.

· https://www.sec.gov/Archives/edgar/data/750686/000075068623000282/ex991earningsreleaseq323.htm

Mayville Engineering Company (MEC): CEO comments on repayment of debt, stock buyback

October 31, 2023 | M.Cap: $260mm| The company together with its subsidiaries, engages in the production, prototyping and tooling, fabrication, coating, and assembling of aftermarket components in the United States.

· “From a capital allocation perspective, debt reduction remains our top near-term priority, followed by the opportunistic open-market purchase of our common stock under our share repurchase authorization,” continued Reddy. “We generated a record $16.1 million in free cash flow in the third quarter, allowing us to repay $17.1 million of debt from the MSA acquisition, while also repurchasing $1.0 million of stock. As previously communicated, we intend to reduce our net leverage to between 1.5x to 2.0x by year-end 2024. At the same time, we continue to build a longer-term pipeline of acquisition targets that provide us entry into high-value market adjacencies, including those equipped to capitalize on energy transition, reshoring and outsourcing themes.” - Jag Reddy, President and Chief Executive Officer

· https://www.sec.gov/Archives/edgar/data/1766368/000155837023017127/tmb-20231031xex99.htm

CaliberCos (CWD) announced the sale of Northsight Crossing retail center; Generates IRR of 22%

October 25, 2023 | M.Cap: $32mm | The company is a real estate investment, and an asset management firm specializes in middle-market assets.

· The company announced the sale of Northsight Crossing, a prominent retail center located in Scottsdale, Ariz. The property was purchased in January 2022 by Northsight Crossing AZ, LLC, a Caliber co-sponsored single asset syndication, for $21.1 million and was sold this month to Hunt Retail Investments, LLC, a local investment group for $27.4 million. After fees and other expenses, the sale generated an internal rate of return of approximately 22 percent for investors.

· https://www.sec.gov/Archives/edgar/data/1627282/000162728223000048/a10252023_cwdx8-kxexx991.htm

DLH Holdings Corp. (DLHC): Debt reduction; Facility rationalization to lower lease expenses

October 24, 2023 | M.Cap: $195mm | The company provides technology-enabled business process outsourcing, program management solutions, and public health research and analytics services in the United States.

· Debt reduction

- Total debt at fiscal year-end was $179.4 million compared to $207.6 million following the acquisition of Grove Resource Solutions, Inc. (“GRSi”) in December 2022, outperforming management expectations of $186.4 million. The Company reduced its debt by $28.2 million in total for the post-acquisition period, composed of $14.3 million in mandatory payments and $13.9 million in prepayments.

- “DLH has a history of effectively deploying free cashflow to aggressively pay down debt,” said DLH President & CEO Zach Parker.

· Facility Rationalization:

- During the fourth quarter of fiscal 2023, DLH reduced its leased office space requirement by consolidating underutilized premises as part of an ongoing facility rationalization effort, to accurately reflect the operational needs of the business. As a result, the Company has determined that its Right of Use Assets experienced a reduction in fair value below its associated carrying value.

- While DLH continues to quantify this reduction, the Company anticipates that its year end audited financial statements will include an impairment in the amount of approximately $8 million. This non-cash charge will decrease operating income for the fourth quarter, but the Company expects to benefit from lower lease expenses by approximately $1 million annually going forward. DLH expects to primarily utilize such savings in strategic initiatives related to organic growth.

· https://www.sec.gov/Archives/edgar/data/785557/000078555723000075/dlhfy23preliminaryresultspr.htm

Zurn Elkay Water Solutions Corp (ZWS): Debt reduction & repurchase

October 31, 2023 |M.Cap: $5.1B |The company engages in design, procurement, manufacture, and marketing of water management solutions in the United States, Canada, and internationally.

· Todd A. Adams, Chairman and Chief Executive Officer, commented “we’re again raising our free cash flow(1) outlook to approximately $230 million for the year, against our original target of $200 million. We continue to leverage our substantial free cash flow(1) to invest in our business and return money to shareholders, having repurchased $13 million of shares in the quarter, bringing our year to date repurchases to $100 million, while increasing our dividend by 14% and reducing our net debt leverage(1) to an all-time low of 1.2x.”

· https://www.sec.gov/Archives/edgar/data/1439288/000143928823000127/ex99193023.htm

Dorman Products (DORM): Repayment of debt

October 31, 2023 | M.Cap: $2.3B |The company supplies replacement and upgrade parts for passenger cars, light trucks, and medium- and heavy-duty trucks in the automotive aftermarket industry worldwide.

· Over the last few quarters, we focused on reducing our debt and repaid $50 million in the quarter, for total repayments of $129 million year-to-date.

· https://www.sec.gov/Archives/edgar/data/868780/000086878023000010/dorm-2023930xexx991.htm

CONSOL Energy (CEIX)| Buyback & debt repayment

October 31, 2023 |M.Cap: $3.5B |The company produces and exports bituminous coal in the United States.

· Repurchased 4.1 million shares of CEIX common stock at a weighted average price of $68.97 per share year-to-date through October 31, 2023;

· Debt repayments of $29.9 million, including $24.1 million to fully retire Second Lien Notes;

· https://www.sec.gov/Archives/edgar/data/1710366/000171036623000021/ceix-093023x8kexhibit991.htm

Atlas Energy Solutions (AESI): Elimination of dual-class structure

October 30, 2023 | M.Cap: $1.7B | The company provides proppant and logistics services to the oil and natural gas industry within the Permian Basin of West Texas and New Mexico.

· On October 2, 2023, the company completed the previously announced corporate reorganization (the "Up-C Simplification"). As a result of the Up-C Simplification, the company's previous dual class structure was eliminated and the company now trades under a single class of common stock.

· The company generated $84.1 million in Adjusted EBITDA and converted 81.5% of that Adjusted EBITDA to Adjusted Free Cash Flow.

· https://www.sec.gov/Archives/edgar/data/1984060/000095017023056398/aesi-ex99_1.htm

Modiv Industrial (MDV) anticipates distributing GIPR common shares

October 17, 2023 |M.Cap: $116mm | The company is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate.

· Modiv Industrial anticipates that it may receive shares of Generation Income Properties, Inc. (NASDAQ: GIPR), common stock in redemption of the GIPR Series A Preferred Stock that the Company received as partial consideration for its recent sale of 13 properties to GIPR. Per the contractual agreement with GIPR, Modiv Industrial could receive between 2.2 million to 3.0 million shares of GIPR common stock in exchange for retiring the outstanding GIPR Series A Preferred Stock. In the event Modiv Industrial receives GIPR common shares, then, subject to obtaining lender approval and net of any private-party sales, the Company intends to make an in-kind distribution of GIPR common shares to the shareholders of Modiv Industrial.

· In advance of any potential in-kind distribution, Modiv Industrial will publicly file the announcement of the separate record and distribution dates. At this time, the Company anticipates that any potential distribution could occur as early as January 2024.

· https://www.sec.gov/Archives/edgar/data/1645873/000164587323000207/modivreit-20231017x_ex991x.htm

Civeo Corp (CVEO) entered into an agreement to sell McClelland Lake Lodge

October 27, 2023 | M.Cap: $325mm |The company provides hospitality services to the natural resource industry in Canada, Australia, and the United States.

· During the quarter ended September 30, 2023, the company announced a definitive agreement to sell McClelland Lake Lodge for approximately C$49 million, or US$36 million.

· https://www.sec.gov/Archives/edgar/data/1590584/000159058423000115/cveo-09302023xrelease.htm

Clear Channel Outdoor Holdings (CCO) signed a share purchase agreement to sell its business in France

October 18, 2023 | M.Cap: $763mm |The company operates as an out-of-home advertising company in the United States, Europe, and internationally.

· The company announced that it has signed a share purchase agreement to sell its business in France to Equinox Industries

· In the proposed transaction, Equinox would acquire full ownership of Clear Channel France, which achieved turnover of EUR 245 million in the year ended December 31, 2022 and has approximately 800 employees. As consideration for the transaction, the Company would deliver Clear Channel France to Equinox Industries at closing with approximately EUR 42 million of cash, subject to adjustment for related customary items, tax and other costs, to support ongoing operations of the business, and Equinox Industries would maintain the approximately EUR 30 million state-guaranteed loan held by Clear Channel France.

· https://www.sec.gov/Archives/edgar/data/1334978/000119312523257943/d535151dex991.htm

Strattec Security Corp (STRT)| Sale of one-third interest in a joint venture

October 26, 2023 | M.Cap: $85mm | The company designs, develops, manufactures, and markets automotive access control products under the VAST Automotive Group brand primarily in North America.

· Effective June 30, 2023, STRATTEC sold its one-third interest in VAST LLC in an agreement that bolstered our balance sheet with $18.5 million of cash, captured the remaining 20% ownership of STRATTEC Power Access Group not owned by STRATTEC and created greater flexibility for STRATTEC to enter new segments and markets in the future.

· https://www.sec.gov/Archives/edgar/data/933034/000114036123049692/ef20013191_ex99-1.htm

SunOpta (STKL): Sale of frozen fruit business for $141M; Net proceeds will be used to reduce debt

October 17, 2023 | M.Cap: $592mm | The company engages in manufacture and sale of plant-based and fruit-based food and beverage products to retailers, foodservice operators, branded food companies, and food manufacturers in the United States, Canada, and internationally.

· The company announced the sale of certain frozen fruit assets for $141 million.

· Divestiture of the frozen fruit business completes portfolio optimization that began in 2020 to focus the business on core value added, high-growth, high-margin categories. The transaction is valued at $141 million

· Net proceeds will be used to reduce debt

· Revenue from continuing operations expected to increase ~6% year over year to $152 million in Q3, driven by volume growth

· https://www.sec.gov/Archives/edgar/data/351834/000106299323019477/exhibit99-1.htm

Chart Industries (GTLS, GTLS-PB)| Divests American Fan business

October 27, 2023 | M.Cap: $5.7B |The company manufactures and sells engineered cryogenic equipment for the industrial gas and clean energy markets in the United States and internationally.

· The company announced that it closed on the divestiture of its American Fan business to Fairbanks Morse Defense for an all-cash purchase price of $111 million.

· This transaction brings our 2023 proceeds from divestitures to approximately $500 million for debt reduction, as originally anticipated and within seven months following the acquisition of Howden,” stated Jill Evanko, Chart CEO and President. “These actions allow us to accelerate our deleveraging plan, supporting the anticipated achievement of our target net leverage ratio range of 2.5 to 2.9 by mid-2024.”

· https://www.sec.gov/Archives/edgar/data/892553/000119312523264472/d845636dex991.htm

Vista Outdoor (VSTO): Agreement to sell Sporting Products business for $1.91 Billion

October 16, 2023| M.Cap: $1.6B |The company designs, manufactures, and markets outdoor recreation and shooting sports products. in the United States and internationally.

· The company entered into Definitive Agreement to Sell Sporting Products Business to Czechoslovak Group for $1.91 Billion.

· Sale aligns with previous plan to separate the company and creates two separate highly focused businesses.

· Transaction valued at approximately 5x enterprise value to Sporting Products Fiscal Year 2024 EBITDA, including estimated standalone costs.

· https://www.sec.gov/Archives/edgar/data/1616318/000119312523256539/d569820dex991.htm

Benson Hill (BHIL): Sale of the Seymour crush assets

October 31, 2023 | M.Cap: $43mm |The company operates as a food technology company that unlocks natural genetic diversity of plants.

· The company announced that it has transferred ownership of its Seymour, Ind., soybean crush facility to White River Soy Processing, LLC for approximately $36 million of total gross proceeds.

· The Company intends to use the proceeds to improve its liquidity position, pay down debt, and reduce operating and working capital costs, while maintaining relationships with farmer partners in Indiana. Benson Hill has owned and operated the facility since 2021.

· https://www.sec.gov/Archives/edgar/data/1830210/000183021023000178/exhibit991seymourassetpurc.htm

Herc Holdings (HRI) explores strategic alternatives for Cinelease studio entertainment business

October 23, 2023 | M.Cap: $3.7B |The company operates as an equipment rental supplier in the United States and internationally.

· The Company announced it is exploring strategic alternatives for its Cinelease studio entertainment and lighting and grip equipment rental business. The film and studio entertainment industry has shifted to a studio centric model where owning or managing a large footprint of studios is becoming more important to be a competitive equipment rental provider, requiring significant investment in fully managed studios. This business model is a departure from the Company's stated growth strategy. The Company will continue to provide equipment rentals, other than lighting and grip equipment, to the film and entertainment industry through Herc Entertainment Services, which includes aerial equipment, forklifts, carts, generators and climate solutions.

· https://www.sec.gov/Archives/edgar/data/1364479/000136447923000062/herc2023q3pressrelease.htm

Harmonic (HLIT)| Initiated strategic review for video business

October 30, 2023 | M.Cap: $1.2B | The company provides video delivery software, products, system solutions, and services worldwide.

· The company has initiated a formal strategic review process for Video business.As part of this process, the company has received indications of interest in Video business from a number of parties over the past several months.

· https://www.sec.gov/Archives/edgar/data/851310/000085131023000092/hlit-20230929pressreleasew.htm

Zynex (ZYXI) | Announces review of strategic alternatives

October 31, 2023| M.Cap: $306mm |The company designs, manufactures, and markets medical devices to treat chronic and acute pain; and activate and exercise muscles for rehabilitative purposes with electrical stimulation.

· The company announced that its Board of Directors have initiated a process to evaluate potential strategic alternatives to maximize shareholder value.

· “With continued strong financial performance including, greater than 170% revenue growth over the last four years, increased profit margins and cash flow positive operations and a strong balance sheet, we believe we are in a strong financial and operating position, yet our stock continues to trade well below a comparable industry value,” - Thomas Sandgaard, President and CEO.

· https://www.sec.gov/Archives/edgar/data/846475/000155837023017054/zyxi-20231031xex99d1.htm

LiveOne (LVO) Slashes Additional $2M of Costs, Now Totaling Over $32M

October 19, 2023 |M.Cap: $94mm |The company engages in the acquisition, distribution, and monetization of live music, Internet radio, podcasting/vodcasting, and music-related streaming and video content.

· Slashes Additional $2M of Costs, Now Totaling Over $32M

· https://www.sec.gov/Archives/edgar/data/1491419/000101376223005151/ea187004ex99-1_liveone.htm

Vertex Energy (VTNR) engages investment bank to enhance renewable fuels and sustainable products growth strategy

October 16, 2023 | M.Cap: $338mm |The company is an energy transition company that focuses on the production and distribution of conventional and alternative fuels.

· The company announced that it has formally named BofA Securities, Inc. (“BofA”) as Vertex’s strategic financial advisor to assist with the Company's renewable fuels and sustainable products growth strategy.

· https://www.sec.gov/Archives/edgar/data/890447/000138713123012257/ex99-1.htm

BV Financial (BVFL): Total loan delinquencies decreased by 71%

October 23, 2023 | M.Cap: $143mm | The company operates as the holding company for BayVanguard Bank that provides various financial services to individuals and businesses in Maryland

· Total loan delinquencies decreased by 71.6% to $3.0 million at September 30, 2023 or 0.43% of loans, from $10.6 million, or 1.59% of total loans, at December 31, 2022.

· https://www.sec.gov/Archives/edgar/data/1302387/000095017023054821/bvfl-ex99_1.htm

PTC Therapeutics (PTCT) Announces Evrysdi® Royalty Agreement with Royalty Pharma for Up To $1.5 Billion

October 19, 2023 |M.Cap: $1.8B |The company focuses on the discovery, development, and commercialization of medicines to patients with rare disorders

· The company announced an agreement with Royalty Pharma plc. to monetize up to $1.5 billion of the Evrysdi royalty stream. Under the agreement, Royalty Pharma acquires additional royalties on Evrysdi for $1.0 billion upfront. The agreement includes options for PTC to sell up to all of its retained royalties on Evrysdi for up to $500 million or for Royalty Pharma to acquire half of such retained royalties for up to $250 million at a later date. PTC maintains all economics associated with up to $250 million in remaining commercial sales milestones associated with Evrysdi global net sales.

· https://www.sec.gov/Archives/edgar/data/1070081/000107008123000056/tmb-20231018xex99d1.htm

Bowlero (BOWL) Completes $433 Million sale-leaseback with VICI Properties

October 19, 2023 |M.Cap: $1.6B |The company operates bowling entertainment centers under the AMF, Bowlmor Lanes, and Bowlero brand names.

· The company announced that it completed a transaction with VICI Properties Inc. relating to the transfer of land and real estate assets of 38 Bowling Entertainment Centers across 17 states for aggregate value of $432.9 million. The proceeds are expected to be used to accelerate new builds, deploy capital into acquisitions and conversions, return capital to shareholders, pay down a portion of Bowlero’s debt, and for general corporate purposes.

· https://www.sec.gov/Archives/edgar/data/1840572/000162828023034712/pressrelease.htm

Alkermes plc. (ALKS): Separation of oncology business; Migration to pure-play neuroscience company

October 25, 2023 |M.Cap: $4B |The company researches, develops, and commercializes pharmaceutical products to address unmet medical needs of patients in the fields of neuroscience and oncology in the United States, Ireland, and internationally.

· Alkermes expects to complete the separation of its oncology business into a new, independent publicly-traded company, Mural Oncology plc (Mural), in November 2023,

· With solid performance across our proprietary commercial portfolio, the successful settlement of the VIVITROL^® patent litigation, and progress toward completion of the separation of our oncology business, we have made significant strides to evolve the business into a pure-play neuroscience company with the potential to generate strong profitability and cash flow,” said Richard Pops, Chief Executive Officer of Alkermes.

· https://www.sec.gov/Archives/edgar/data/1520262/000095017023054999/alks-ex99_1.htm

Mimedx Group (MDXG)| Repurchased preferred stock

October 30, 2023 | M.Cap: $929mm |The company develops and distributes placental tissue allografts for various sectors of healthcare.

Repurchased $9.5 million of Series B Preferred Stock held by funds managed by Hayfin Capital Management, LLP.

The transaction eliminates the dividend requirement on repurchased equity and reducing liquidation pressure on future conversions of Hayfin’s Series B Shares.

https://www.sec.gov/Archives/edgar/data/1376339/000119312523266161/d570687dex991.htm

Special dividend | Dividend hike | Dividend suspension

PetMed Express (PETS): Dividend suspension

October 30, 2023 | M.Cap: $153mm |The company operates as a pet pharmacy in the United States.

· The Board of Directors and management have made a decision to suspend the quarterly dividend. This will allow the Company to invest directly in the business with a focus on organic and inorganic growth initiatives.

· https://www.sec.gov/Archives/edgar/data/1040130/000104013023000078/pets-20230930xexx991.htm

Ranger Energy Services (RNGR)| Paid first dividend in the company’s history

October 31, 2023 | M.Cap: $245mm |The company provides onshore high specification well service rigs, wireline completion services, and complementary services to exploration and production companies in the United States.

· Paid first dividend in Ranger history of $0.05 per share with fourth quarter dividend declared

· https://www.sec.gov/Archives/edgar/data/1699039/000169903923000123/rngr-093023ex991earningsre.htm

AMERISAFE (AMSF): Special dividend

October 25, 2023 | M.Cap: $922mm| The company a n insurance holding company, underwrites workers' compensation insurance in the United States.

· The Company announced a special cash dividend of $3.50 per share, payable on December 15, 2023, to shareholders of record as of December 1, 2023.

· https://www.sec.gov/Archives/edgar/data/1018979/000119312523263212/d558908dex991.htm

CTO Realty Growth (CTO): 9.7% annualized yield

October 26, 2023 | M.Cap: $383mm |The company is a publicly traded real estate investment trust that owns and operates a portfolio of high-quality, retail-based properties located primarily in higher growth markets in the United States.

· Paid a common stock cash dividend of $0.38 per share for the quarter, representing an annualized yield of 9.7% based on the closing price of the Company’s common stock on October 25, 2023.

· https://www.sec.gov/Archives/edgar/data/23795/000155837023016861/cto-20231026xex99d1.htm

Equity Bancshares (EQBK): 20% dividend hike

October 17, 2023 | M.Cap: $411mm | The company operates as the bank holding company for Equity Bank that provides a range of banking, mortgage banking, and financial services to individual and corporate customers

· The Company’s Board authorized a 20% increase in quarterly dividend to $0.12 per share, and authorized the repurchase of up to 1 million shares.

· https://www.sec.gov/Archives/edgar/data/1227500/000095017023053781/eqbk-ex99_1.htm

Macatawa Bank (MCBC): Dividend hike (12%)

October 26, 2023 | M.Cap: $335mm | The company operates as the bank holding company for Macatawa Bank that provides commercial and consumer banking and trust services.

· Macatawa Bank Corporation (Nasdaq: MCBC) increased dividend by 12%

· https://www.sec.gov/Archives/edgar/data/1053584/000143774923029104/ex_586303.htm

Zurn Elkay Water Solutions (ZWS)| Dividend hike (14%)

October 31, 2023 | M.Cap: $5.1B |The company engages in design, procurement, manufacture, and marketing of water management solutions in the United States, Canada, and internationally.

· Dividend: Increased quarterly dividend by 14% to $0.08 per share.

· https://www.sec.gov/Archives/edgar/data/1439288/000143928823000127/ex99193023.htm

Stepan (SCL): Dividend hike

October 18, 2023 | M.Cap: $1.9B |The company produces and sells specialty and intermediate chemicals to other manufacturers for use in various end products worldwide.

· The company increased its quarterly cash dividend by $0.01 per share, marking the 56th consecutive year of dividend increases.

· https://www.sec.gov/Archives/edgar/data/94049/000095017023053921/scl-ex99_1.htm

Solaris Oilfield Infrastructure (SOI): Dividend hike (9%)

October 27, 2023 | M.Cap: $263mm | The company designs and manufactures mobile proppant management systems that are used to unload, store, and deliver proppant, water, and chemicals at oil and natural gas well sites in the United States.

· The company announced a quarterly dividend of $0.12 per share to be paid on December 11, 2023, which represents a 9% per-share increase over the third quarter 2023.

· https://www.sec.gov/Archives/edgar/data/1697500/000169750023000018/soi-20231026xex99d1.htm

Business First Bancshares (BFST): Dividend hike (16%)

October 26, 2023 |M.Cap: $532mm| The company operates as the bank holding company for b1BANK that provides various banking products and services.

· The board of directors declared a quarterly common dividend based upon financial performance for the third quarter in the amount of $0.14 per share, an increase of $0.02 compared to prior quarter.

· https://www.sec.gov/Archives/edgar/data/1624322/000143774923029092/ex_584917.htm

ACNB Corporation (ACNB): Dividend hike (7%); 164th consecutive quarterly cash dividend

October 19, 2023 | M.Cap: $350mm | The company a financial holding company, offers banking, insurance, and financial services to individual, business, and government customers in the United States.

· The company declared a regular quarterly cash dividend of $0.30 per share

· This per share amount reflects a 7.1% increase, or $0.02, over the prior quarter’s cash dividend of $0.28 per share of common stock.

· This action marks the Corporation’s 164th consecutive quarterly cash dividend to shareholders since its formation in 1982.

· https://www.sec.gov/Archives/edgar/data/715579/000071557923000085/pressrelease2023-ourthquar.htm

Buyback

Encore Wire (WIRE): 25% repurchased since Q1 2020

October 24, 2023 | M.Cap: $2.9B |The company engages in manufacture and sale of electrical building wires and cables in the United States.

· Company repurchased 5,157,769 shares since the first quarter of 2020, approximately 25% of outstanding shares

· Remaining share repurchase authorization of 1,289,917 shares of our common stock through March 31, 2024

· https://www.sec.gov/Archives/edgar/data/850460/000085046023000069/wire-20230930x8kxexx991.htm

Enova International (ENVA): Authorized 24% buyback

October 24, 2023 | M.Cap: $ 1B| The company operates as a financial services company with online lending that serves small businesses and consumers who are underserved by traditional banks.

· The Board of Directors authorized a new share repurchase program totaling $300 million that expires December 31, 2024.

· Repurchased $36 million of common stock under our share repurchase program and purchased and retired $10 million of senior notes during the quarter.

· https://www.sec.gov/Archives/edgar/data/1529864/000095017023054864/enva-ex99_1.htm

Gulfport Energy (GPOR): Authorized 25% buyback

October 31, 2023 | M.Cap: $2.5B | The company engages in the acquisition, exploration, development, and production of natural gas, crude oil, and natural gas liquids in the United States.

· Expanded common stock repurchase authorization by 63 percent to $650 million

· Repurchased 3.9 million shares of common stock for approximately $334.6 million since the inception of the repurchase program

· https://www.sec.gov/Archives/edgar/data/874499/000121390023081819/ea187510ex99-1_gulfport.htm

Polaris (PII): Announces $1B share repurchase authorization

October 26, 2023 | M.Cap: $4.9B |The company designs, engineers, manufactures, and markets powersports vehicles worldwide.

· The Board authorized a share repurchase of up to $1 billion of the Company’s outstanding common stock.

· Polaris Chief Financial Officer Bob Mack stated, “As part of our 2022-2026 financial framework, we set out to repurchase at least 10% of our outstanding shares of common stock. We continue to view share repurchases as a prudent source of capital allocation and this authorization allows us to deliver on our commitment to our shareholders, while reinforcing our confidence in our longer-term strategy.”

·https://www.sec.gov/Archives/edgar/data/931015/000095010323015411/dp201871_ex9901.htm

Peabody Energy (BTU): Repurchased roughly 10% of the o/s shares in the last one year

October 26, 2023 | M.Cap: $3.1B | The company engages in coal mining business in the United States, Japan, Taiwan, Australia, India, Brazil, Belgium, Chile, France, Indonesia, China, Vietnam, South Korea, and internationally.

· Year to date, returned $307 million through our shareholder return program through October 20, including $287 million of share repurchases and dividends of $21 million

· https://www.sec.gov/Archives/edgar/data/1064728/000106472823000141/btu8k20231026ex991.htm

Travel & Leisure (TNL): Repurchased roughly 10% of o/s shares in Q1 2023

October 25, 2023 | M.Cap: $2.6B |The company provides hospitality services and products in the United States and internationally.

· Repurchased $267 million of common stock in the first nine months of 2023, including $65 million in the third quarter

· https://www.sec.gov/Archives/edgar/data/1361658/000136165823000237/tnl3q23earningsrelease.htm

Quad/Graphics (QUAD): 10% repurchased since March 2022 Debt reduction

October 31, 2023 | M.Cap: $243mm |The company provides marketing solutions worldwide.

· Returned capital to shareholders by repurchasing 5.5 million shares of Quad Class A common stock since commencing buybacks in 2022, including 2.4 million shares in 2023, representing approximately 10% of Quad’s March 31, 2022 outstanding shares.

· Reduced Net Debt by $132 million over the last 12 months to end the third quarter with a Debt Leverage Ratio of 2.36x, which is within the company’s long-term targeted leverage range of 2.0x – 2.5x.

· Company uses its strong cash generation to invest in its integrated marketing platform, strengthen its balance sheet through debt reduction, and repurchase Quad shares.

· https://www.sec.gov/Archives/edgar/data/1481792/000148179223000053/pressreleaseex991q32023.htm

Harmony Biosciences Holdings (HRMY): 11% buyback announced

October 31, 2023 | M.Cap: $1.7B |The company focuses on developing and commercializing therapies for patients with rare and other neurological diseases in the United States.

· Repurchased ~1.4 Million Shares of Common Stock for $50 Million in Third Quarter 2023;

· Board of Directors Authorized New $200 Million Share Repurchase Program

· https://www.sec.gov/Archives/edgar/data/1802665/000155837023017058/hrmy-20231031xex99d1.htm

The Bancorp (TBBK): 10% buyback

October 26, 2023 |M.Cap: $2B| The company operates as the financial holding company for The Bancorp Bank, National Association that provides banking products and services in the United States.

· The company significantly increased its planned buyback in 2024 by $100 million to $200 million or $50 million a quarter from $25 million a quarter.

· https://www.sec.gov/Archives/edgar/data/1295401/000095015923000270/ex99-1.htm

DRIL-QUIP INC (DRQ): 13% buyback remaining

October 26, 2023 | M.Cap: $769mm | The company designs, manufactures, sells, and services engineered drilling and production equipment for for both offshore and onshore applications worldwide.

· During the third quarter of 2023, the Company did not make any share repurchases. The Company has approximately $103 million remaining of the current authorization by the Board of Directors.

· https://www.sec.gov/Archives/edgar/data/1042893/000095017023055610/drq-ex99_1.htm

Solaris Oilfield Infrastructure (SOI): 6.5% repurchased

October 27, 2023 |M.Cap: $263mm | The company designs and manufactures mobile proppant management systems that are used to unload, store, and deliver proppant, water, and chemicals at oil and natural gas well sites in the United States.

· Since initiating the repurchase authorization in the first quarter of 2023, Solaris has repurchased a total of 3.1 million Class A common shares, or 6.5% of the Company’s total outstanding shares.

· Approximately $24 million remains in the Company’s stock repurchase authorization.

· https://www.sec.gov/Archives/edgar/data/1697500/000169750023000018/soi-20231026xex99d1.htm

Independent Bank Corp (INDB): 4% buyback

October 19, 2023 | M.Cap: $ 2.5B| The company operates as the bank holding company for Rockland Trust Company that provides commercial banking products and services to individuals and small-to-medium sized businesses primarily in Massachusetts.

· The Company announced a new stock repurchase plan, which authorizes repurchases by the Company of up to $100 million in common stock and is scheduled to expire on October 18, 2024.

· https://www.sec.gov/Archives/edgar/data/776901/000077690123000213/exhibit991-indb09x30x2023e.htm

Acquisitions & merger

Skyline Champion (SKY)| announced acquisition of Regional Homes for $313M

October 19, 2023 |M.Cap: $3.5B |The company produces and sells factory-built housing in North America.

· The company announced the closing of its previously announced acquisition of Regional Enterprises LLC, and related companies for $313 million.

· https://www.sec.gov/Archives/edgar/data/90896/000095017023054135/sky-ex99_1.htm

Asbury Automotive Group (ABG): Pending acquisition of Jim Koons that is expected to add $3B revenue

October 24, 2023 |M.Cap: $4.3B |The company operates as an automotive retailer in the United States.

· In September 2023, the company announced definitive agreement to acquire Jim Koons Automotive Companies, the ninth-largest privately-owned dealership group in the U.S., with over $3 billion in annual revenue. It is still pending

· https://www.sec.gov/Archives/edgar/data/1144980/000114498023000122/a2023q3ex991.htm

Instructure Holdings (INST): Agreement to acquire Parchment for $835M

October 30, 2023 | M.Cap: $ 3.8B| The company provides cloud-based learning, assessment, development, and engagement systems worldwide.

· The company signs definitive agreement to acquire Parchment, the world's largest academic credential management platform and network
The transaction is valued at approximately $835 million. Including a tax benefit resulting from the transaction, the net purchase price is approximately $795 million, or approximately 16 times Parchment's expected 2024 Adjusted EBITDA inclusive of anticipated run-rate cost synergies.

· Parchment is expected to contribute approximately $115 million of revenue in 2024.

· https://www.sec.gov/Archives/edgar/data/1841804/000095017023056338/inst-ex99_2.htm

Group 1 Automotive (GPI): Discussion about acquisitions since 2021

October 25, 2023 |M.Cap: $4B |The company operates in the automotive retail industry in the United States and the United Kingdom.

· From January 1, 2021 to September 30, 2023, the Company actively pursued growth opportunities, acquiring dealership operations with total expected annual revenues of approximately $4.4 billion. Over the same period, portfolio optimization activities resulted in opportunistic dispositions of certain dealerships, with annual revenues of $795.0 million, based on the most recent annual period prior to disposition.

· In October 2023, the Company consummated a pending acquisition of a Subaru dealership in New Hampshire. This acquisition is expected to generate $65.0 million of annual revenues.

· https://www.sec.gov/Archives/edgar/data/1031203/000103120323000037/a2023q3exhibit991.htm

Kingsway Financial Services (KFS) signs agreement to acquire National Institute of Clinical Research & Digital Diagnostics Imaging (DDI)

October 23 & 27, 2023& |M.Cap: $213mm |The company engages in the extended warranty and business services in the United States.

· Under the terms of the definitive purchase agreement, Kingsway will acquire 95% of the shares of NICR for $7.9 million, representing a 6.9 multiple of trailing twelve month (June 30, 2023) adjusted EBITDA.

https://www.sec.gov/Archives/edgar/data/1072627/000143774923028717/ex_583785.htm

· Digital Diagnostics Imaging, Inc. ("DDI"), is a provider of fully managed outsourced cardiac monitoring telemetry services for $11.0 million in an all-cash transaction funded with $5.4 million in cash on hand and $5.6 million in debt financing.

· https://www.sec.gov/Archives/edgar/data/1072627/000143774923029313/ex_587151.htm

Mesa Laboratories (MLAB) completed the acquisition of GKE-GmbH’s sterilization indicators business

October 16, 2023 | M.Cap: $484mm | The company develops, manufactures, and sells life sciences tools and quality control products and services in North America, Europe, the Asia Pacific, and internationally.

· Mesa Laboratories, Inc. (NASDAQ:MLAB) completed the acquisition of GKE-GmbH’s sterilization indicators business and its accredited, independent testing lab SAL GmbH. The total purchase price for the acquisition of the three entities is €85M.

· https://www.sec.gov/Archives/edgar/data/724004/000143774923028494/ex_582605.htm

Ooma(ooma) announced the acquisition of 2600Hz, Inc

October 23, 2023 | M.Cap: $302mm |The company provides communications services and related technologies for businesses and consumers in the United States and Canada.

· Ooma, Inc.,announced that it has acquired 2600Hz, Inc., a leader in modern and flexible business communications applications targeted at resellers and carriers, for approximately $33 million in cash.

· https://www.sec.gov/Archives/edgar/data/1327688/000095017023054641/ooma-ex99_1.htm

Shenandoah Telecommunications Company (SHEN):agreement to acquire Horizon Telcom

October 24, 2023 | M.Cap: $1.1B |The company provides a range of broadband communication services and cell tower colocation space in the Mid-Atlantic portion of the United States.

· Shenandoah Telecommunications Company (Nasdaq: SHEN) announced today it has entered into a definitive agreement to acquire 100% of the equity interests in Horizon Acquisition Parent LLC (“Horizon” or “Horizon Telcom”) for $385 million (the “Transaction”). Consideration will consist of $305 million in cash and $80 million of Shentel common stock.

· The purchase price, less present value of tax benefits, represents 12.9x 2022 Horizon Adjusted EBITDA multiple net of synergies.

· https://www.sec.gov/Archives/edgar/data/354963/000117184323006374/exh_991.htm

Climb Global Solutions (CLMB) to acquire DataSolutions

October 24, 2023 |M.Cap: $219mm | The company operates as a value-added information technology (IT) distribution and solutions company in the United States, Canada, Europe, the United Kingdom, and internationally.

· Climb Global Solutions to Acquire Leading Ireland and UK IT Distributor, DataSolutions Holdings Limited for $16.3 million.

· For its fiscal year ended March 31, 2023, DataSolutions reported adjusted EBITDA of approximately $3.3 million (€3.2 million), which was up double-digits from the prior fiscal year.

· https://www.sec.gov/Archives/edgar/data/945983/000155837023016307/clmb-20231006xex99d1.htm

Masonite International (DOOR) announces acquisition of Fleetwood

October 19, 2023 | M.Cap: $2B | The company designs, manufactures, markets, and distributes interior and exterior doors for the new construction and repair, renovation, and remodeling sectors of the residential and non-residential building construction markets worldwide.

· The company announced that its U.S. subsidiary has acquired Fleetwood Aluminum Products, LLC for $285 million in cash.

· Fleetwood is expected to contribute approximately $150 million of incremental full-year revenue to Masonite in 2024. Net of expected tax benefits attributable to the acquisition, the purchase price would equate to approximately $255 million, equivalent to approximately 7 times Fleetwood's anticipated 2024 EBITDA.

· https://www.sec.gov/Archives/edgar/data/893691/000089369123000054/a20231019ex991pressrelease.htm

Ormat Technologies (ORA): Agreement to acquire operating geothermal and solar assets for $271 million

October 24, 2023 | M.Cap: $4B | The company engages in the geothermal and recovered energy power business in the United States, Indonesia, Kenya, Turkey, Chile, Guadeloupe, Guatemala, Ethiopia, New Zealand, Honduras, and internationally.

· The company announced that it has entered into a purchase agreement with a subsidiary of EnelSpA (ENEL.MI) to acquire operating geothermal power plants and solar assets for $271 million.

· https://www.sec.gov/Archives/edgar/data/1296445/000143774923028865/ex_585361.htm

Computer Programs & Systems (CPSI) acquired Viewgol

October 17, 2023 | M.Cap: $157mm |The company provides healthcare information technology solutions and services in the United States and the Caribbean nation of St. Maarten.

· The company announced it has closed its acquisition of Viewgol, a provider of ambulatory revenue cycle management (“RCM”) analytics and complementary outsourcing services. Viewgol is expected to generate GAAP net income of approximately $1.5 million and Adjusted EBITDA of approximately $4.5 million in 2024.

· https://www.sec.gov/Archives/edgar/data/1169445/000119312523257783/d570178dex991.htm

Green Plains (GPRE)| Merger

October 31, 2023 | M.Cap: $1.4B |The company produces low-carbon fuels in the United States and internationally.

· On September 16, 2023, Green Plains and Green Plains Partners LP (“Green Plains Partners”) entered into a definitive merger agreement pursuant to which Green Plains will acquire all of the publicly held common units of Green Plains Partners not already owned by Green Plains and its affiliates, in exchange for a combination of Green Plains common stock and cash. Under the merger agreement, each outstanding common unit of Green Plains Partners that Green Plains and its affiliates do not already own will be converted into the right to receive 0.405 shares of Green Plains common stock and $2.00 in cash, plus an amount of cash equal to unpaid distributions from the end of the last quarter for which a quarterly distribution was made to the closing date, as determined in accordance with the merger agreement, without interest.

· https://www.sec.gov/Archives/edgar/data/1309402/000130940223000141/exh991-mergerpr.htm

Livent (LTHM): Proposed Merger of Livent and Allkem

October 31, 2023 |M.Cap: $2.4B |The company manufactures and sells performance lithium compounds primarily used in lithium-based batteries, specialty polymers, and chemical synthesis applications.

· Livent and Allkem (ASX: AKE) have received all required pre-closing regulatory approvals in connection with the proposed merger of equals with the exception of foreign investment screening by the Australian Foreign Investment Review Board (FIRB).

· https://www.sec.gov/Archives/edgar/data/1742924/000174292423000034/liventex9919302023.htm

Amedisys (AMED)| Pending merger

October 24, 2023 | M.Cap: $3B | It provides healthcare services in the United States.

· Pending merger with UnitedHealth Group Incorporated

· https://www.sec.gov/Archives/edgar/data/896262/000089626223000072/a20233009_991exhibit.htm

Consolidated Communications Holdings (CNSL) to be acquired by Searchlight Capital Partners and British Columbia Investment Management Corporation

October 16, 2023 | M.Cap: $501mm |The company provides broadband and business communication solutions for consumer, commercial, and carrier channels in the United States.

· Consolidated Communications Announces Agreement to be Acquired by Searchlight Capital Partners and British Columbia Investment Management Corporation in an all-cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt.

· https://www.sec.gov/Archives/edgar/data/1304421/000110465923109248/tm2328485d1_ex99-1.htm

Eargo (EAR) to be taken private by Patient Square Capital

October 30, 2023 | M.Cap: $54mm | The company a medical device company, engages in enhancing the quality of life of people with hearing loss in the United States.

· The company announced that it has entered into a definitive merger agreement pursuant to which an affiliate of Patient Square Capital, a leading health care investment firm and Eargo’s principal shareholder, has agreed to acquire all of the outstanding shares of Eargo common stock not currently owned by Patient Square for $2.55 per share in cash.

· https://www.sec.gov/Archives/edgar/data/1719395/000095010323015472/dp201999_ex9901.htm

Beam Global (BEEM) closes acquisition of Europe based Amiga

October 24, 2023 | M.Cap: $82mm | The company a cleantech company, designs, develops, engineers, manufactures, and sells renewably energized infrastructure products for electric vehicle (EV) charging infrastructure, energy storage, energy security, disaster preparedness, and outdoor media advertising.

· The company announced the closing of the acquisition of Europe based Amiga DOO Kraljevo, an established manufacturer of specialized structures and equipment including street lights, communications and energy infrastructure, whose manufacturing, engineering and sales teams serve municipalities, states and commercial customers in 16 nations.

· Amiga reported over EUR 8.5M in revenue in 2022, generates positive cash-flows and is growing organically.

· https://www.sec.gov/Archives/edgar/data/1398805/000168316823007358/beam_ex9901.htm

White Mountains (WTM) to acquire a majority stake in Bamboo ($285M)

October 20, 2023 | M.Cap: $4B| The company through its subsidiaries, provides insurance and other financial services in the United States.

· The company announced that it has entered into an agreement to acquire a majority stake in Bamboo Ide8 Insurance Services, LLC, an MGA focused on the California homeowners insurance market. White Mountains expects to invest approximately $285 million, including primary capital to support Bamboo’s growth, and to acquire approximately 70% of Bamboo basic shares outstanding.

· https://www.sec.gov/Archives/edgar/data/776867/000077686723000014/wtmex991-bamboopressrelease.htm

Beam Therapeutics (BEAM) announces agreement for Lilly to acquire Beam’s Opt-In Rights to Verve Therapeutics’ Base Editing Programs for cardiovascular disease

October 31, 2023 | M.Cap: $2B | The company a biotechnology company, engages in the development of precision genetic medicines for patients suffering from serious diseases in the United States.

· The company announced that Eli Lilly and Company (Lilly) has agreed to acquire certain rights under Beam’s amended collaboration and license agreement with Verve Therapeutics, Inc. (Verve), including Beam’s opt-in rights to co-develop and co-commercialize Verve’s base editing programs for cardiovascular disease, which includes programs targeting PCSK9, ANGPTL3 and an undisclosed liver-mediated, cardiovascular target.

· Under the terms of the agreement, Beam will receive a $200 million upfront payment and $50 million equity investment.

· https://www.sec.gov/Archives/edgar/data/1745999/000095017023056542/beam-ex99_1.htm

LCNB (LCNB) Merger agreement with Cincinnati Bancorp (Previously announced)

October 23, 2023 | M.Cap: $241mm | The company operates as the financial holding company for LCNB National Bank that provides banking services in Ohio. Its deposit products include checking accounts, demand deposits, savings accounts, NOW and money market deposits, as well as individual retirement accounts and time certificates.

· LCNB and Cincinnati Bancorp, Inc. (“CNNB”), the holding company for Cincinnati Federal, a federally chartered stock savings and loan association, signed a definitive merger agreement on May 18, 2023, whereby LCNB will acquire CNNB in a stock-and-cash transaction. CNNB operates five full-service branch offices in Cincinnati, Ohio and Northern Kentucky.

· Pursuant to the terms of the merger agreement, which has been approved by the Board of Directors of each company, CNNB shareholders had the opportunity to elect to receive either 0.9274 shares of LCNB stock or $17.21 per share in cash for each share of CNNB common stock owned, subject to 80% of all CNNB shares being exchanged for LCNB common stock. The transaction is anticipated to close in November 2023.

· https://www.sec.gov/Archives/edgar/data/1074902/000107490223000092/lcnbform8-k9302023xex991.htm

CapStar Financial (CSTR) to be acquired by Old National

October 26, 2023 | M.Cap: $358mm | The company operates as the bank holding company for CapStar Bank that provides banking services to consumer and corporate customers located primarily in Tennessee, the United States.

· Old National Bancorp (ONB) and CapStar Financial Holdings, Inc. (CSTR) jointly announced today that they have entered into a definitive merger agreement for Old National to acquire CapStar in an all-stock transaction.

· https://www.sec.gov/Archives/edgar/data/1676479/000119312523264193/d510930dex991.htm

Cambridge Bancorp (CATC): Update on pending merger

October 17, 2023 | M.Cap: $486mm | The company operates as the bank holding company for Cambridge Trust Company that engages in the provision of commercial and consumer banking, and investment management and trust services.

· On September 19, 2023, the Company and Eastern Bankshares, Inc. announced that they have entered into an Agreement and Plan of Merger pursuant to which the Company will merge with and into Eastern in an all-stock transaction that is anticipated to close during the first quarter of 2024.

· https://www.sec.gov/Archives/edgar/data/711772/000095017023053640/catc-ex99_1.htm

Lakeland Bancorp (LBAI): Pending merger

October 26, 2023 | M.Cap: $864mm| The company operates as the bank holding company for Lakeland Bank that offers various banking products and services for individuals and small to medium sized businesses.

· In late 2022, Provident Financial Services (PFS) and Lakeland Bancorp (LBAI) entered into a definitive merger agreement pursuant to which the companies will combine in an all-stock merger, valued at approximately $1.3 billion.

· As per the current press release, the company continues to engage in productive discussions with regulators and look forward to closing its transaction as soon as they receive the required regulatory approvals.

· https://www.sec.gov/Archives/edgar/data/846901/000117184323006447/exh_991.htm

PacWest Bancorp (PACW): Pending merger

October 24, 2023 | M.Cap: $ 905M| The company operates as the bank holding company for Pacific Western Bank that provides various banking products and services.

· Pending merger with Banc of California, Inc. is on track with all regulatory approvals received.

· https://www.sec.gov/Archives/edgar/data/1102112/000110465923110925/tm2328834d3_ex99-1.htm

Core Scientific (OTC: CORZQ) expects to emerge from Chapter 11 by the end of the current calendar year

October 30, 2023 |M.Cap: $ 154mm | The company operates facilities for digital asset mining and colocation services in North America. It provides blockchain infrastructure, software solutions, and services.

· The company announced the Company and certain of its affiliates have reached an agreement in principle with the Ad Hoc Noteholder Group and the Equity Committee regarding the terms of a chapter 11 plan of reorganization.

· Company expects to emerge from Chapter 11 by the end of the current calendar year.

· https://www.sec.gov/Archives/edgar/data/1839341/000119312523266221/d524676dex991.htm

AKUMIN (AKUMQ) reaches agreement with Stonepeak to become a private company

October 20, 2023 |M.Cap: $ 28mm | The company provides outpatient diagnostic imaging services in the United States. It operates in two segments, Radiology and Oncology.

· The company announced today that it has reached an agreement with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, and the Company’s stakeholders on the terms of a financial restructuring that will substantially improve the Company’s balance sheet and provide ample liquidity to position Akumin for future success. The contemplated transaction will result in Akumin no longer being publicly listed.

· As part of the transaction, Akumin’s existing common stockholders will receive a total of $25 million in cash as well as certain contingent value rights (“CVRs”) for their shares.

· https://www.sec.gov/Archives/edgar/data/1776197/000119312523259995/d380424dex991.htm

Capital Raise

Enovis Corporation (ENOV) announces proposed private offering of $400M of convertible senior notes

October 19, 2023 | M.Cap: $3B| The company operates as a medical technology company focus on developing clinically differentiated solutions worldwide.

· The company announced its intention to offer $400 million aggregate principal amount of Convertible Senior Notes due 2028 in a private offering.

· In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions. The capped call transactions are expected generally to mitigate potential dilution to the Company’s common stock upon conversion of any Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

· https://www.sec.gov/Archives/edgar/data/1420800/000119312523258915/d466216dex994.htm

Bridger Aerospace (BAER) announces $70M public offering

October 17, 2023 | M.Cap: $ 262B | The company provides aerial wildfire management, relief and suppression, and firefighting services to federal and state government agencies in the United States.

· The company announced the commencement of a proposed underwritten public offering of $70 million of shares of its common stock.

· The company intends to use the net proceeds of the offering to finance the cash purchase price for four additional Super Scooper aircraft from the Spanish government and for the previously announced acquisition of Bighorn Airways, Inc., and the remainder for general corporate purposes, including funding the upgrade costs for the acquired Super Scoopers and other working capital needs.

· https://www.sec.gov/Archives/edgar/data/1941536/000168316823007226/bridger_ex9901.htm

Mondee Holdings (MOND): Capital raise and buyback

October 17, 2023 | M.Cap: $257mm |The company operates as a travel technology company in the leisure and corporate travel markets in the United States and internationally.

· Mondee Holdings, Inc. (Nasdaq: MOND) announced the increase of its existing Preferred Equity Financing by up to $15 million. Consequently, the Company’s Board of Directors has authorized a $10 million expansion of the Company’s on-going share repurchase program, bringing the total size of the common stock repurchase program authorized by the Board of Directors to up to $40 million.

· https://www.sec.gov/Archives/edgar/data/1828852/000182885223000169/exhibit991-mondeexpressrel.htm

Alphatec Holdings (ATEC): Proposed underwritten public offering

October 24, 2023 | M.Cap: $1.6B |The company designs, develops, and advances technologies for the surgical treatment of spinal disorders.

· The company announced that it has commenced a proposed underwritten public offering of $150 million of shares of its common stock.

· https://www.sec.gov/Archives/edgar/data/1350653/000119312523261657/d399882dex991.htm

Enovis Corp (ENOV): Convertible senior notes

October 20, 2023 | M.Cap: $2.7B |The company focus on developing clinically differentiated solutions worldwide.

· The company announced the pricing of $400 million aggregate principal amount of 3.875% Convertible Senior Notes due 2028 (the “Notes”) in a private offering (the “Offering”)

· https://www.sec.gov/Archives/edgar/data/1420800/000119312523259551/d522377dex991.htm

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