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Filings from June 22-28

Spin Offs:

Northstar Asset Management Group Inc. continues their spin off of managed assets.

Halyard Health, Inc. is Kimberly Clark Corporation’s (KMB) health care subsidiary. Kimberly Clark is best known for it’s personal hygiene items such as Kleenex, Huggies, Kotex, etc. The health care division has been a segment for many years, which is providing surgical and infection prevention in addition to medical devices. Halyward Health appears to be a small segment (~7% of sales) of Kimberly Clark, which allows for investors to overlook this division. That said, it is a large enough division for many institutional investors to be able to participate. I deeper look is warranted.

Vornado Realty Trust (VNO) will spin off a yet to be named entity that will be another strip mall REIT, similar to the Simon transaction. As the trend continues, the assessment taken here is based on valuation from FFO and leverage. The REITs are in essence investments in the underlying real estate with management of those assets. The only difference would be based on very different valuations based on different types of real estate. This is not the case in the commercial real estate versus the strip mall real estate.

Entrada Midstream is spun off from QEP Resources, Inc. (QEP). This spin off is similar to the Chesapeake Energy spin off. There will be debt that is issued and distributed back to QEP Resources. The first glance of the business shows declining revenues, operating cash flows, and income with increasing working capital and fixed asset requirements. This does not appear to be a great investment, but depending on the pricing of QEP and their plans for using the cash, there might be some value there.


Forms were unintentionally excluded in prior postings. They have been added this time and any other items missing will be added as they become known.

PetroLogistics LP (PHD) is being bought by Koch Industries for cash.

Valeant Pharmaceuticals lnternational, Inc. (VRX) will take over Allergan , Inc. (AGN) for stock and/or cash with private placement of debt financing if needed.

Winthrop Realty Trust (FUR) continues to plan its liquidation and allowing a more appropriate use of the FUR ticker.

Horizon Pharma, Inc. (HZNP) and Videra, a private Irish company, will merge under a cash and stock transaction.

MKTG, Inc. (CMKG) and Aegis Media Americas will merge for cash.

First Citizen’s BankShares (FCNCA) will merge with First Citizen’s Bancorporation as a share swap.

Coviden (COV) and Medtronic (MDT) will merge for cash.

Integrys Energy Group (TEG) and Wisconsin Energy Corporation (WEC) will merge for cash and equity.

Shire Plc (SHPGY) and AbbVie will not merge under their cash offer.

Texas Industries Inc (TXI) and Martin Marietta Materials, Inc (MLM) will merge with MLM issuing debt and using a trade receivable facility in addition to cash on hand to finance this transaction. As this debt offering appears to be a normal transaction and not to the benefit of the  shareholders, it was ignored.

Augusta Resource Group (AZC) and Hudbay Minerals Inc. (HBM) will merge for cash and stock.

CBS Corporation (CBS) and CBS Outdoor Americas, Inc. (CBSO) will merge for class B stock.

Forest Laboratories Inc (FRX) and Actavis Inc (ACT) will merge for cash and stock.

Weyerhauser (WY) and Tri Point Homes (TPH) will merge the Weyerhause real estate company that was going to be spun off. The transaction will be for stock.

MTR Gaming Group Inc. (MNTG) and Eldorado HoldCo LLC continue the cash or equity merger.

Georgia-Carolina Bancshares (GECR) and State Bank Financial Corporation (STBZ) will merge for a cash and stock transaction.

Kraton Performance Polymers, Inc. (KRA) and LCY Chemical Corp. (1704.TW) will merge for equity.

Overland Storage Inc (OVRL) and Sphere 3D Corporation (SPIHF) entered into an arrangement for special warrants. This is one to look at for more details to come soon.

Inland Diversified Real Estate, Inc. (IRC) and Kite Realty Group Trust (KRG) for equity.

Forest Oil Corp (FST) and Sabine Oil and Gas LLC, a private company, will merge for equity.

Zalicus Inc. (ZLCS) and Epirus Biopharmaceuticals, Inc. will combine for equity.

Triquint Semiconductor Inc. (TQNT) and RF Micro Devices Inc. (RFMD) will merge for equity.

Time Warner Cable (TWC) and Comcast (CMCSA) continue their merger for cash and equity.

Orbital Science Corp. (ORB) and an Alliant Technology (ATK) spinoff of ATK Aerospace for cash and equity. This deserves a bit of a look only because it combines elements of the analysis here.

C&J Energy Services (CJES) and Nabor’s are merging to get the tax advantages of Bermuda using cash and equity.

QLT, Inc. (QLTI) and an Atrix Laboratories subsidiary will merge for cash and equity.

Iron Mountain is merging with itself to become a REIT.

Foster Wheeler AG (FWLT) and AMEC plc (AMEC.L) will merge for cash and equity.

Brookdale Senior Living (BKD) and Emeritus Corp (ESC) will merge for equity.

Aspen Insurance Holding Company (AHL) and Endurance Specialty Holding (ENH) will merge for cash and equity.


A decision has been made to exclude new offering for non-stub related companies. While GoPro showed this week that gains can occur in new issuances, the expectation is that readers of this blog will not have access to those shares prior to market opening, will not see the road show, etc. Additionally, it is expected that due to the intense investment banking marketing efforts, there is less likely undervalued issuances to be found. That said, this idea is not fixed and any feedback would be appreciated.

Filings from June 15-21, 2014

Here is the quick view of what was filed.

Spin Offs:

Seventy Seven Energy (Chesapeake Oilfield Services) had an update to their forms. small changes to the financials with emphasis on the debt levels, and changes to the legal documents of separation.

New Senior Investment Group, Inc. is spinning off from New Castle Investment Corp. (NCT). This will separate the senior living REIT from the golf and real estate debt. New Senior Investment Group will have demographics on its side, but potentially an over flooding of the market for that age group and currently has a negative FFO. This one doesn’t look promising from the quick view.

Keysight Technologies, Inc. (KEYS) is being spun off from Agilent Technologies, Inc. (A). Keysight is the medical measurement business, which is separating from the remaining life sciences, chemical analysis, diagnostics and genomics business. It appears to be a relatively even split down the middle of revenue. Neither look relatively cheap in price nor is either small enough to be overlooked. They both appear to be average businesses. This does not appear to be a great investment at first glance.

NorthStar Asset Management Group, Inc. (NSAM) is spinning off from NorthStar Realty (NRF). Both have negative net income, but positive cash flow. This is based on the cash flow reconciliation, the difference appears to depend on the investments made. For example, the net income loss nearly doubles due to private equity investments and then is offset with gains from CDOs. It appears both entities to be investments in real estate related assets. This appears to be less of a business and more of a fund investment. That is not the focus of this blog and therefore it is ignored.

Kimball Electronics, Inc. (KE) is being spun off from Kimball International, Inc. (KBALB). The combination of a furniture manufacturer and electronics assembly company appears to have not been the wisest of ideas. The split between the two entities is one that makes common senses. Kimball International, Inc. as of Friday June 20, 2014 closing price, had a market capitalization of approximately $640 million. Looks like only one analyst following this stock. It appears to be mediocre business, but a more in depth look might show something promising. Look for analysis in the next few weeks.


Hastings Entertainment Inc. (HAST) is being sold for $3 a share to become a private entity.

Quinpario Acquisition Corp (QPAC) is merging with Jason Partners Holding Inc. in a cash and stock deal.

MTR Gaming Group Inc. (MNTG) and Eldorado HoldCo LLC have agreed to merge for cash or stock as the investor choses.

Pokertec, Inc. (PTEK) and Multimedia Games, Inc. (MGAM) are merging for cash.

Safeway, Inc. (SWY) and Albertson’s will merge for cash and the contingent payment for Casa Ley and real estate holdings. While the contingent payment might have some added value over the projected value, the consideration of a Mexican grocer sale is no an easy valuation. Perhaps this is something you can find value in.

Winthrop Realty Trust (FUR) is planning a liquidation.


No strategy was developed in the last week. Suggestions are welcomed.

And They’re Off – Filings from June 9-15, 2014

This week’s filings hold some promise of good returns and some disappointments. Here is the quick view of what was filed.

Spin Offs:

Rightside Group, Ltd (NAME) is being spun off from Demand Media, Inc. (DMD). Demand Media creates content online that they sell advertising on. For example, they outsource writers to create articles, infographics, GIFs, etc. who are reviewed by outsourced editors. That content then has advertising, which is their source of revenue. They also contribute to sites like YouTube, who shares ad revenues. Some brands DMD owns include: eHow, Livestrong, and Cracked. Rightside Group is the internet registration business within this internet content company, which they claim is the largest wholeseller of domains and second overall register. They say Rightside Group brings in half of the revenues of DMD. Looking at the DMD history, revenues has been increasing with negative net income. Positive cash flow from operations is partially due to deferred revenue and partially a result of non-cash expenses. If you remove the intangible amortization as the expenses to maintain the intangibles are already being recognized in the product development line, then sporadically you have positive income in DMD. It makes sense the revenue stream and up front content costs would result in a difficult to model income stream. Rightside, however, shows strong declines in this adjusted operating income. It appears service costs have been increasing at a greater rate than revenues, which they comment on in the Form 10. Additionally, G&A expense have been increasing. This will most likely need to be maintained for compliance reasons as a public company. The return on investment is declining along with cash flow from operations. The parent has hard to model value. Even if they could get higher margin clients for Rightside and one would assume they will, it would take a dramatic increase to make this offer more attractive as a business.

Chesapeake Oil (CHK) is spinning off Seventy Seven Energy Inc. (formerly Chesapeake Oilfield Operating, LLC), as the Icahn activities continue. Seventy Seven Energy provides services and equipment to well sites. CHK is keeping the more profitable Marketing, Gathering and Compression along with Exploration and Production. The oilfield operations is SSE is 11% of the revenues of CHK, who contributed 95% of SSE revenues. The margins on SSE doesn’t look great and if you look at cash flow from operations minus the division’s capital expenditures then you see a cash drain. Then the debt that is being issued and sent back to CHK makes this spin off very unattractive. You could buy the stronger CHK and sell SSE as a dividend. That said, it’s not dramatically cheap and has a low return on assets, equity, etc.

Automatic Data Processing (ADP) is spinning off their Dealer Management System division creatively known as Dealer Services Holding LLC. Both are solid companies with good growth, margins and return on capital. It doesn’t look particularly cheap at first glance, but it might be like Buffet’s Coke buy or Greenblatt’s Moody’s buy. This spinoff is worth further consideration and will have its own post in the coming weeks.

The Tribune Company (TRBAA, TRBAB, and TRBNW) is spinning off Tribune Publishing, which is all of the newspapers owned by the Tribune Company. They are retaining the other media  companies, such as the Food Network, Careerbuilder.com, and WGN Network. The Tribune Company came out of bankruptcy, but is only on the OTC currently. It’s major creditors are the majority shareholders along with the employees. The filing just came through, so proformas are not finished. The other key element is what the major shareholders will do. Depending on the final financials and price for this “dying” industry, this might be interesting. Something to consider.


To be clear, this is not about risk arbitrage, but about merger securities that may be overlooked.

Mediabistro, Inc. (MBIS) and PGM-MB Holdings entered into an asset purchase agreement for cash.

Booz Allen Hamilton Holding Corp (BAH) is filing due to the ongoing consideration with Carlyle. No securities to be considered here.

Petrologistics LP (PDH) is being merged into a partnership with GP Holdings and Flint Hill Resources LLC (Koch Industries). It appears to be a cash transaction to take the shares off of NYSE.

JTH Holding, Inc. (TAX) is changing its legal structure to become Liberty Tax, Inc. No securities to be considered.

Equal Energy Ltd (EQU) and Petroflow will merge in a cash consideration with a dividend and will purchase all options. Nothing exciting here for the casual merger consideration security hunter.

Astrotech Corp (ASTC), specifically the Astrotech Space Operations, and Lockheed Martin (LMT) in an asset sale for cash. Nothing for consideration here, but stockholders should read the golden parachute information as well.

R. G. Barry Corp (DFZ) and MRGH Holding Co enter into a merger for cash.

IPOs are being excluded this submission. There were 41 submissions, which is time prohibitive at this point for even a preliminary look. A more efficient strategy is needed and will come in the next several weeks to be included going forward.