Filings from June 29-July 5

Spin Offs:

Ashford Inc (AINC) is spinning off from Ashford Hospitality Trust, Inc. (AHT). Ashford Hospitality is a REIT focused on hotels and resorts. Ashford is the asset management and advisory expertise of the company as a consulting firm. The new company is attracting the founder, CEO, and Chairman of the company with a heavy ownership in the new entity. This relationship along with a 20 year contract between the two entities alleviates some of the concerns that 100% of revenues from a single source, Ashford Hospitality Trust. As the founder and CEO is on both boards, the prior losses seem like they won’t last forever. This might be an interesting play and further analysis is needed.

Paragon Offshore plc (PGN) is spinning off from Nobel Corporation plc (NE). Paragon is the offshore drilling rigs of Nobel and will have debt financing back to Nobel. It has a decent return of assets, high utilization rates of equipment, and has more customers than just Nobel. Although a cyclical industry that might have complicating issues, this deserves a deeper look.

Rightside Group continues their spin off, but no material changes to the financial statements were made.


North Valley Bancorp (NOVB) and TriCo Bancshares (TCBK) are merging in a stock exchange.

Paulson Capital (PLCC) and Variation Biotechnologies will merge for equity.

Gyrodene Company of America (GYRO) will be liquidating.

Applied Nanotech Holdings, Inc (APNT) and NanoHolding, Inc. will merge for equity.

Tower Group International (TWGP) and ACP Re will merge for cash, which will also result in a privatization of the company.

Aeroflex Holding Co. (ARX) and Cobham (COB.L) will merge for cash.

Astrotech Corp (ASTC) continues its asset sale to Lockheed Martin for cash.

Sino Gas International Holdings Inc. (SGAS) and Prosperity Gas Holdings merge moving the company from Hong Kong to the Cayman Islands. The merger will be cash except for SGAS CEO, who will receive equity.

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

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

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.

Alion Science and Technology Corporation will merge with Global Bondholder Services Corporation by issuing equity in exchange to the bonds due.

Enventis Corporation (ENVE) and Consolidated Communications Holding, Inc. (CNSL) will merge for equity and there will be issuance of a bridge loan facility as well that will be privately issued.

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

AbbVie continues to pursue Shire Plc (SHPGY).

The Denali Fund, Bolder Total Return Fund, and Bolder Growth and Income Fund would like to merge into one fund as a reorganization.

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

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

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

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

Zimmer Holdings, Inc. (ZMH) and Biomet, Inc. will merge for cash, stock and assumption of debt.

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

Transcept Pharmaceuticals Inc. (TSPT) and Paratek Pharmaceuticals will merge for equity and cash.

The Williams Company (WMB) acquired 50% of Access Midstream Partners LP (ACMP) for equity and cash.

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

Destination Maternity (DEST) and Mothercare plc were going to merge, but Mothercare plc rejected the proposal of cash.

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

Orbital Science Corp. (ORB) and an Alliant Technology (ATK) spin off of ATK Aerospace for cash and equity.

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

Verso Paper Company (VRS) has two subsidiaries merging and consolidating debt.

Quartet Merger Corp (QTETU) and Pangea Logistical Solutions Ltd will merge for cash.

IO SA (IOBRC) and Portgual Telecom (PT) will merge for equity.


Using the criteria that the issuance should be publicly traded, a proposed market capitalization of at least $50 million and be partially owned by a similar company, none were found.


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