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Category Archives: Weekly Filings

Weekly Filings August 7-14, 2014

Spin Offs:

Vectrus, Inc. (VEC) updates the financial information as it spins off from Excelis, Inc. (XLS). It also filed to be traded on the NYSE.  While XLS appears to improve margins and have extra cash for operations, VEC will be a pure play on defense spending. Given the current state of world affairs, there might be value there. The planned spin off is now planned for September 27, 2014.

Ashford, Inc. continues to be split from Ashford Hospitality Trust. (AHT).

Keysight Technologies, Inc. continues to be separated from Agilent Technologies (A).

Enova continues to spin off from Cash America International (CSH). The update focused on adding China as a pilot program.

Mergers:

Symmetry Medical, Inc. (SMA) and Tecomet, Inc. propose merger with cash and stock.

Bally Technologies, Inc. (BYI) and Scientific Games Corporation (SGMS) will merge for cash.

Fortegra Financial Corporation (FRF) and Tiptree Financial, Inc. (TIPT) will merge for cash.

STR Holdings, Inc. (STRI) and Zhen Fa New Energy will merge for cash.

Franklin Financial Corporation (FRNK) and Towne Bank (TOWN) will merge for equity.

Bank of Kentucky Financial Corporation (BKYF) and BB&T (BBT) will merge for cash and stock.

Fidelity National Financial Inc (FNF) and Remy International Inc will merge for cash and equity.

Albemarle Corporation (ALB) and Rockwood Holdings (ROC) will merge for cash and stock.

Cape Bancorp (CBNJ) and Colonial Financial Services (COBK) will merge for cash and equity.

Alliance Data Systems Corporation (ADS) and Conversant (CNVR) will merge for cash and stock.

Poage Bancshares (PBSK) and Commonwealth Bank will merge in an stock transaction.

IPOs:

Alibaba Group Holding (BABA) has filed the paperwork to be traded.  This section is to find stub stocks and BABA has two: Yahoo and Softbank. Softbank just acquired Sprint, which increased its size to the point of a sizable holding discount to be unrealistic. Yahoo; however, appears to have little intrinsic value. The pricing on BABA based on early demand looks to be under priced as well. This could lead to favorable valuation of Yahoo once the ownership of Yahoo Japan and BABA are subtracted. The question remains if that differential will be realized. If so a synthetic short of BABA and acquisition of Yahoo may be in order.

Tokai Pharmaceutical (TKAI) will trade on the NASDAQ at $15 with a history of negative income and cash flows.

Ecopetrol (EC), a Colombian government majority owned business, issued debt.

Barclays also issued debt.

Affirmed Therapeutics (AFMD) will trade on the NASDAQ at $13 with a history of income and cash losses. Novo Nordisk (NVO) will own 9.9% of the company post IPO.

ReWalk Robotics (RWLK) will be on the NASDAQ at $16 with a history of losses.

Invesco Mortgage Capital REIT (IVR) is issuing preferred shares.

Middlefield Bancorp (MBCN) is being upgraded to the NASDAQ.

Bank of America (BAC) issued debt.

Nxt-ID (NXTD) is upgrading stock and warrants with its history of losses to the NASDAQ.

Weekly Filings August 2-6, 2014

Spin Offs: 

Kimball Electronics continues to separate two bad businesses.

ADP’s spinoff of its dealer services division is now being called CDK Global, Inc (CDK). There is an update to show that it will now be $825 in dividend will be paid to ADP. To pay for the dividend a $250 million loan facility and a $750 million bridge loan will be issued. Additionally, there will be $300 million revolving credit facility. Once the spin off is completed, the bridge loan will be replaced with senior notes. The financial statements were also updated to reflect the additional quarter of activity. An update the prior analysis with a specific focus on the cash flows to service this debt will be posted soon.

Mergers:

Heritage Financial Group, Inc. (HBOS) and Alarion Financial Services, Inc. (ARFS) will merge for equity.

Omniamerican Bancorp, Inc (OABC) and Southside Bancshares, Inc. (SBSI) will merge for cash and stock.

Cole Corporate Income Trust, Inc. and Select Income REIT (SIR) will merge for stock and cash.

Lamar Advertising Company (LAMR) is reorganizing with Lamar Advertising REIT to become the La mar REIT.

IPOs:

Paragon Shipping, Inc (PRGN) issued debt at 8.275% due in 2021.

Medifast Inc. (MED) issued a rights agreement, which will take further understanding.

FlexShares Trust is issuing new securities related to an MBS fund.

Dragonwave Inc. (DRWI) is issuing warrants for the company that has a history of income and cash losses.

Weekly Filings July 24-August 1, 2014

Spin Offs:

New Senior Investment Group continues their spin off.

Vectrus (VEC) continues to be spun off from Excelis (XLS).

Kimberly Clark continues its spin off of Halyard Health (HYH). Details of the stock option plans, tax distributions, and retirement plans were updated. Proforma adjustments and updated to recognize six months of activity instead of three were added, but no change to the original analysis was deemed necessary. There appears to be little investment opportunity here.

ADP continues its spin off of its Dealer Services division. The separation agreement, transition service agreement, etc. No change to the financial statements were made.

KLX, Inc. (KLXI) is a spin off from BE Aerospace (BEAV). It is the aerospace fastener and consumables segment as Aerospace Solutions Group and Energy Technical Services. It will issue debt to pay BEAV a dividend, which does not appear to be much of an issue for the company unless the inventory is not realizable.

Mergers:

SP Bancorp, Inc. (SPBC) and Green Bancorp (GNBC) are proposing merging for cash.

National Property Investors 6 will sell to DRA Fund VIII LLC for cash.

Burger King Worldwide (BKW) and Tim Horton, Inc. (THI) propose merging for cash and stock.

There were no changes in merger consideration types for previously disclosed mergers.

IPOs:

Global Ship Lease, Inc. (GSL) is going to the NYSE for preferred shares, common shares and warrants. It has a positive history of cash flows and income.

Liberty TripAdvisor Holdings (LTRPA) of TripAdvisor website fame is spinning off from Liberty Ventures (LVNTA),  Liberty via the CEO will still own 28% of the company. It has a history of positive income and cash flows.

Volt Information Science Inc (VISI) is issuing preferred stock. It has income losses and negative cash flows.

Fibrocell Science, Inc. (FCSC) is issuing more stock to fund the negative cash flows and income.

Aurinia Pharmaceuticals (IPHAF) is being upgraded to the NASDAQ.

Blue Earth, Inc. (BBLU) is upgraded to the NASDAQ.

Northern Trust Company (NTRS) is issuing preferred shares.

Filings from August 17-23, 2014

Spin Offs:

Aquabound continues to file what appears to be the incorrect filing as it appears to be not a spin off.

New Patriots Transportation Holding (PATI) is spinning off from Patriots Transportation Holding (PATR). The interesting part here is that it is primarily a hauling company and they are spinning off the hauling portion, leaving the remaining enterprise of real estate and mining rights. The management looks all to be jumping onto the new ship. Look for an analysis of this one in the coming weeks.

California Resources Corporation continues to spin off from Occidental Petroleum Corporation (OXY). Unless specialized knowledge of the oil and gas business leads to better insights, this still appears to be best viewed in terms of a stub stock opportunity.

Mergers:

Kodiak Oil and Gas Corporation (KOG) is planning to merge with Whitting Petroleum Corporation (WLL) in an equity combination.

GSI Technology (GSIT) and GigOptix (GIG) will merge for cash, stock and a dividend.

Banco Santander (SAN) will merge with its Brazil entity as part of a reorganization.

JMP Group Inc (JMP) will merge with its LLC entity as part of a reorganization.

Reliant Bank and Commerce Union Bancshare (CUNB) will merge for equity.

Richfield Oil & Gas (ROIL) and Stratex Oil and Gas (STTX) will merge for equity.

IPOs:

MB Financial Inc. (MBFI) is issuing preferred stock as it merges with Taylor Capital.

Gramercy Property Trust (GPT) is issuing Series B stock.

Cellectar Biosciences (CLRB and CLRW for the warrants)  is upgrading to the NASDAQ at $6.15 with a history of negative earnings and cash flows.

Sino Mercury Acquisition (SMACU) is going onto the NASDAQ at $10 with essentially nothing. Virtually no assets, the expenses are sitting in payables, and there is no revenue or cash flows.

Sajan (SAJA) is going to the NASDAQ at $6 with a positive history of income and cash flows.

RAIT Financial Trust (RAS) is issuing debt to be traded.

Immune Pharmaceuticals is issuing preferred as part of its reorganization, which will affect common stock and warrants.

WaferGen Bio-Systems (WGBS) is issuing shares and warrants to attract capital to the negative history of income and cash flows.

Filings from August 11-16, 2014

Spin Offs:

Xenia Hotels and Resorts, Inc. (XHR) will spin off from Inland America Real Estate Trust (IARE) as a hotel real estate trust. It would appear these hotels need significant capital improvement in the near term. Potential for IARE if the distribution is significant enough.

Keysight Technologies, Inc. (KEYS) and Agilent Technologies, Inc. (A) continue their separation.

Vista Outdoor, Inc. (VSTO) is spinning off from Alliant Techsystems, Inc. (ATK). Immediately following the spin off, Vista Outdoor will merge with Orbital Science Corporation to become Orbital ATK, Inc. (OA). The spin off will have ATK owning a remaining 53.8% of the spin off and therefore will have a controlling interest in the merged entity. As OA will trade separately this will create a stub stock situation for ATK. This complicated situation needs further investigation because following the value chain will be difficult and with any luck doing the work will be rewarded.

Vectrus, Inc. (VEC) is being spun from Exelis, Inc. (XLS) and was formerly a logistics division. XLS appears to be shrinking its overall revenue as defense spending slows. VEC has lower margins and appears to be decelerating at a faster pace than the main company. VEC will issue or obtain debt and then distribute that to XLS in order for XLS to survive the defense spending slow down. This smaller entity will be too large to be a takeover target. There does not appear to be much value in this transaction.

Asford, Inc. continues to be spun off from Ashford Hospitality Trust (AHT).

Mergers:

PLC Systems, Inc. (PLCSF) willl spin off RenalGuard and then merge with Viveve . Viveve is a foreign company and the spin off is expected to be public. PLCSF has a history of loss income and cash flows.

Sysco Corporation (SYY) and US Foods are in process of their merger.

Carmike Cinemas, Inc. (CKEC) and Digital Cinema Destinations Corp (DCIN) will merge for stock.

Coca-cola (COKE) purchased a 20% stake in Monster Beverage Corp (MNST).

Minnesota Municipal Funds (MXA) and Nuveen Funds (MXN) will merge.

IPOs:

C1 Financial, Inc. (BNK) is trading on the NYSE as a bank for entrepreneurs. It has a recent history of positive cash flows and income.

Capnia, Inc. is issuing stock at $8.50 and warrants valid until 2019 under the tickers CAPNU, CAPN, and CAPNW. This biotech firm has a history of losses and negative cash flows.

Otonomy, Inc. will trade at an estimated $16 on the NASDAQ under the symbol OTIC.  This biotech company also has a history of income and cash flow losses.

Filings from August 3 to 10, 2014

Spin Offs:

Halyard Health spin off from Kimberly Clark (KMB) continues. Please see analysis for further details.

Ashford Inc continues from Ashford Hospitality Trust (AHT) with an update that primarily involved the fact it will be a blank check stock.

Mergers:

Silver Bay Realty Trust (SBY) is internalizing management via a merger.

Chindex International (CHDX) is merging with TPG and Fosun (0656.HK) for cash and stock.

Professional Diversity Network (IPDN) is merging with National Association of Professional Women for equity.

Chiquita Brands International (CQB) is merging with Fyffes (FFY.L) in an inversion involving cash, equity and warrants. Let’s hope those warrants trade.

Sports Chalet (SPCHA) and Vestis Retail Group are merging to privatize for cash.

Liberty Interactive Corp (LINTA, LINTB) and Provide Commerce, Inc. as part of the consolidation to QVC.

GTECH (GTK) and IGT will merge for cash and stock.

Pyramid Oil Company (PDO) and Yuma Energy, Inc. merge in an all equity transaction.

BBX Capital Corporation (BBX) and BFC Financial Corporation (BFCF) will merge for equity.

Walgreen Company (WAG) and Alliance Boots will merge for cash and an option to fully purchase.

Griffin American Healthcare REIT II and North Star Realty Finance Corp (NRF) will merge for cash and equity.

Independent Bank Corp (INDB) and Peoples Federated Bancshares, Inc. (PEOP) will merge for equity.

Breithburn Energy Partners (BBEP) is buying QR Enegery (QRE) for stock.

Hilltop Holdings, Inc. (HTH) and SWS Group (SWS) will merge for cash and equity.

Auxilum Pharmaceuticals, Inc. (AUXL) and QLT, Inc. (QLTI) will merge for equity.

Verso Paper Corp (VRS) and NewPage Holdings, Inc. will merge for cash.

Mylan, Inc. (MYL) and Abbott (ABT) will merge for equity.

IPOs:

Hoegh LNG Partners will trade on the NYSE as HMLP at $21 with negative income, operating income and operating cash flows.

T2 Biosystems will be on the NASDAQ for $17 with negative income and cash flows.

Wilhelmena International is moving from OTB to NASDAQ as WHLM.

Green Bancorp will be on the NASDAQ as GNBC for $17 with positive cash flows and income.

iDreamSky Technology will be $14 at the NASDAQ as DSKY with mixed results although on an uptrend.

Ryerson Holding is on the NYSE as RYI for $12 with positive income and cash flows.

Independence Contract Drilling will be $11 on the NYSE as ICD with negative income and cash flows.

Tyson Food Inc. has a debt issuance.

 

 

Filings from July 27-August 2

Spin Offs:

Kimball Electronics has an update. It now appears the Chairman and the CEO will both retire after this spin off is complete. Additionally, they updated the credit line and foreign tax information. This spin off and parent company continue to look unattractive.

New Senior Investment Group gave an update with nothing changing the opinion that this is not an attractive spin off.

Merger:

CU Bancorp (CUNB) and 1st Enterprise Bank (FENB) will merge for equity pending shareholder voting.

Tyco International (TYC) is moving from Switzerland to Ireland as not only a tax inversion, but also to skirt criminal liabilities, executive compensation rules and shareholder voting laws. They are worried these areas will change pending new regulation that allows citizens to vote laws into being without legislative review.

Susser Holdings Corporation (SUSS) and Energy Transfer Partners (ETP) will merge for cash and equity.

FSP 50 South Tenth Street Corp is planning to sell it’s building and disolve.

Vapor Corp (VPCO) and International Vapor Group will merge as an asset sale.

R. G. Barry Corporation (DFZ) and MRGB Holding Co. will merge for cash.

Family Dollar Stores, Inc (FDO) and Dollar Tree (DLTR) will merge for cash and equity.

LVB Acquisition, Inc., who was created for Zimmer Holdings, Inc. (ZMH), to help merge with Biomet, Inc. for cash, equity and assumption of debt.

Trulia (TRLA) and Zillow (Z) will merge for equity.

Old National Bancorp (ONB) and LSB Financial Corp (LSBI) will merge for cash.

Questcor Pharmaceuticals Inc (QCOR) and Mallinckrodt Pharmaceuticals (MNK) will merge for cash.

CU Bancorp (CUNB) and 1st Enterprise Bank (FENB) will merge for equity.

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

Chiquita Brands (CQB) and Fyffes plc will merge for equity.

Intermountain Community Bancorp (IMCB) and Columbia Banking System Inc. (COLB) will merge for cash and equity.

Tyco (TYC) will merge with itself to move to Ireland.

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

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

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

Lorillard, Inc. (LO) and Reynolds American Inc. (RAI) will merge for cash and equity.

AbbVie continues to pursue Shire Plc (SHPGY) for another inversion.

GFI Group Inc. (GFIG) and CME Group (CME) will merge for cash.

Boulder Growth & Income Fund, I (BIF) and

Journal Communications INC (JRN) and E.W. Scripps (SSP) will merge for equity then plan spin off the newspaper business.

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.

Rockwood Holdings, Inc. (ROC) and Horizon Oil Ltd. (HZN) will merge for equity.

Home Bancshares (HOMB) and Broward Financial Holdings will merge for for cash and equity.

Fiat and Chrysler will merge.

Going forward only new mergers or merger consideration will be discussed.

IPOs:

Lantheus (LNTH) will trade on the NASDAQ with trade around $15 with a history of negative income and cash flows.

Healthequity (HQY) will trade around $12 on the NASDAQ and has a positive history of income and cash flows.

VTTI Energy (VTTI) will trade on the NYSE for $21 and has a positive history of cash flows and income.

Zosano Pharma (ZSAN) will trade on the NASDAQ for $12 although it has a mixed history of earnings and cash flow.

Westlake Chemical Parnters (WLKP) is the exciting pick this week as it is owned by Westlake Chemical Corp. (WLK) and has a positive history of earning and cash flows. One to watch for sure.

Royal Bank of Canada issued notes.

CONTRAFECT CORP (CFRXU) issued stock and warrants with its history of negative earnings and cash flows.

Loxo Oncology (LOXO) will trade on the NASDAQ for $14 with its history of negative earning and cash flows.

Sirva, Inc. (SRVA) will trade on the NASDAQ for $17 with a history of negative earnings and cash flow, although the most recent operating cash flow was positive.

Marinus Pharmaceuticals, Inc. (MRNS) will trade for $14 on the NASDAQ with a history of negative earning and cash flow.

Auris Medical Holding AG (EARS) will trade on the NASDAQ for $14 with a negative history of earning and cash flows.

Transocean Partners LLC (RIGP) was headed to the NYSE at $21 with a history of positive income and cash flows.

Macrocure Ltd. (MCUR) trades on the NASDAQ at $15 with negative income and cash flows.

Vascular Biogenics Ltd (VBLX) is on the NASDAQ for $15 with negative income and cash flows.

BioPlast Pharma (ORPN) is on the NASDAQ for $13 with negative cash flows and income.

Avalance Biotechnologies, Inc. (AAVL) will trade on NASDAQ for $17 with negative income and cash flows.

FCB Financial Holdings, Inc. (FCB) will on NYSE will be $23 for a history of negative income and cash flows.

Atara Biotherapeutics will trade for $16 on NASDAQ for negative income and cash flows.

Catalent, Inc. (CTLI) will trade for $22 with NYSE with negative income and cash flows.

Tobira Therapeutics, Inc. (TBRA) will trade for $14 with negative earnings.

Filings from July 20-26

Spin Offs:

Tribune Publishing (TPUB) published what appears to be the exact same filing once again as the final push prior to publicly trading. The distribution will start this week, so there might be preliminary pricing available. Something to watch for sure.

Aquabound Technologies filed what appears to be the wrong form as it’s not a spin off, but an IPO in the London market. This company, who farm raises fish, has no operating income, operating cash flow or net income and states it has no expectation of that changing in the foreseeable future.

ADP updated their filing for Dealer Services, who will be trading on the NASDAQ, added the metrics they will be running the business under. Additionally, there is more information about the Digital, OEM, etc. in terms of sites, revenue, etc.  This has added a lot of detail to the explanation of account changes. Additionally, they have decided to push the dividend 2015 with the debt financing.  There was no change to the financial statements previously analyzed. The largest change was the exclusion of Holt, who was in charge of the Digital segment. Depending on who replaces him, that will potentially lower growth in Digital, but will not change the option of selling into a hot market or the potential growth in the higher margin international business.

Mergers:

Pepco (POM) is merging with Exelon Corporation (EXC) for a cash transaction.

Media General, Inc. (MEG) and Lin Media LLC (LIN) are merging for cash and equity.

TE Connectivity (TEL) and Measurement Specialties, Inc. (MEAS) will merge for cash.

First Merchants Corporation (FRME) and Community Bancshares will merge for cash and equity.

Omnicom Group Inc. (OMC) and Publicis Groupe SA (PUB.PA) has failed for now.

Valeant Pharmaceuticals International, Inc. (VRX) and Allergen, Inc. (AGN) continue their stock only tax inversion.

Lorillard, Inc. (LO) and Reynolds American Inc. (RAI) will merge for cash and equity.

URS Corporation (URS) and AECOM Technology Corporation (ACM) will merge for cash and equity.

Rockwood Holdings, Inc. (ROC) and Horizon Oil Ltd. (HZN) will merge for equity.

Kilroy Realty Corporation (KRC) and San Francisco Flower Growers Association (SFFGA) will merge for equity.

Mackinac Financial Corporation (MFNC) and Pennsylvania Bank will merge for cash and equity.

MTR Gaming Group, Inc. (MNTG) and Eldorado Holding will merge for equity.

AbbVie continues to pursue Shire Plc (SHPGY) for another inversion.

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

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

BCE (BCE) will take Bell Aliant private.

DIRECTV (DTV) and AT&T (T) will merge for cash and equity.

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

Eagle Bancorp, Inc. (EGBN) and Virginia Heritage Bank (VGBK) will merge for cash and equity.

First Midwest Bancorp Inc. (FMBI) and Great Lakes Financial Recources will merge for cash and equity.

Time Warner Cable Inc. (TWC) and Comcast Corporation (CMCSA) will merge for cash and equity. Comcast  Corporation (CMCSA) will merge with Charter Communications, Inc. (CHTR) for cash and equity.

TW Telecom Inc. (TWTC) and Level 3 Communications, Inc. (LVLT) will merge for cash and equity.

ViewPoint Financial Group, Inc. (VPFG) and Legacy Texas Group will merge for cash and equity.

First Business Financial Services, Inc. (FBIZ) and Aslin Group, Inc. will merge for cash and equity.

Salix Pharmaceuticals (SLXP) and Cosmo Pharmaceuticals (COPN) have proposed to merge for the shares of Cosmo. This will allow Salix to move overseas for tax purposes and gain some drugs.

TF Financial Corporation (THRD) and National Penn Bancshares Inc. (NPBC) will merge for cash and equity.

Breitburn Energy Partners L.P. (BBEP) and QR Energy, LP (QRE) will merge for cash and equity.

Georgia Carolina Bancshares Inc. (GECR) and State Bank Financial Corporation (STBZ) will merge for cash and equity.

Intermountain Community Bancorp (IMCB) and Columbia Banking System Inc. (COLB) will merge for cash and equity.

Destination Maternity Corporation (DEST) and Mothercare plc stopped their merge.

CU Bancorp (CUNB) and 1st Enterprise Bank (FENB) will merge for equity.

Eastern Virginia Bankshares Inc. (EVBS) and Virginia Company Bank (VGNA) will merge for cash and equity.

IPOs:

Tribune Publishing signed up to be listed on the NYSE.

Forest Oil is issuing preferred shares as part of the Sabine merger.

Blue Hills Bancorp is turning from a mutual to stock company with a history of mixed results. The stock is being issued at $9.98.

Townsquare Media is issuing shares at $16 with a positive history of operating income, net income and operating cash flow.

It is reissuing post bankruptcy. Intersect ENT is going to be $13 with a negative history of operating income, net income and operating cash flow.

It is partially owned by Medtronic (MDT). Potential stub valuation will be analyzed.

Advance Drainage Systems is issuing shares at $19 with a positive history of operating income, net income and operating cash flow.

El Pollo Loco Holdings will be $15 with positive operating income and operating cash flows, but negative net income due to debt penalties.

Spark Energy will be issued at $21 with a positive history of operating income, net income and operating cash flow.

Ocular Therapeutix will be $16 with a negative history of operating income, net income and operating cash flow.

Wells Fargo is issuing preferred shares.

MAPI Pharma will be $15 with a negative history of operating income, net income and operating cash flow.

Synchrony Financial is being issued from GE at $26 with a positive history of operating income, net income and operating cash flow. This will also be analyzed as a stub stock situation although it would seem unlikely.

Immune Design Corporation will be $14 with a negative history of operating income, net income and operating cash flow.

Par Petroleum is issuing a rights offering for $16 a share.

Innocoll AG will issue an ADR at $15 with loss on operating cash flow and operating income, but positive net income from other income.

Orion Engineered Carbons issued for $18 with negative income and operating cash flow with occasional operating income.

Mobileye will issue $19 with the most recent year of positive net income, operating cash flow and operating income. It is held by multiple investment firms, but in too small of a percentage to impact the company.

Tekla Healthcare Opportunities Fund is a closed-end investment fund that is issuing shares.

Marathon Patent Group is being uplisted to the NASDAQ although it has negative income, operating income and operating cash flow.

Filings from July 13-19

Spin Offs:

Rightside Group is continuing with the spin off from Demand Media and have requested to be traded on a national exchange.

Occidental Petroleum Corporation (OXY) is spinning off California Resource Corporation. This new company will be an exploration and production company exclusively focused in California by now. It represents a quarter of the oil and gas revenues of Occidental Petroleum. California Resource has grown revenues, but margins decreased primarily due to increased depreciation. It appears to be a heavily fixed asset dependent business, and they have expanded those assets to grow. Cash flow from operations has maintained itself with a drop in 2012 primarily driven by dry hole expenses. It is hard to estimate the pricing of oil in California as they are exempt from the US oil regulations, but this island status typically affects refined products, which this is not. Occidental Petroleum will retain 19.9% of the company for up to 18 months, which could allow for an interesting stub stock opportunity. Finally, there is an unknown amount of debt California Resource Corporation will then issue back as a dividend. Hopefully future filings will provide the missing details for more analysis, but it is worth looking into.

Tribune Publishing issues another update now stating it will be spun off on August 4, 2014 and the declaration date will be July 28, 2014. Additionally, there were minor word changes primarily to the debt financing. Additionally, it appears some of the executives had birthdays since the last filing as their ages were changes. They also changed the number of shares owned by investors now that they shares per the distribution agreement was finalized.

Mergers:

BioFuel Energy Corporation (BIOF) and GBJL Capital, a Dallas real estate company will merge via an asset sale for cash and equity.

mktg, inc. (CMKG) and Aegis Lifestyle continue their merger for cash.

Forest Oil Corp (FST) and Sabine Oil and Gas LLC, a private company, will merge for equity, but it will now be considered an acquisition pending Forest Oil shareholder approval.

Medical Action Industries (MDCI) and Owens & Minor, Inc. will merge for cash.

Earthstone Energy Inc. and Oak Valley Resources will merge for cash and equity.

Sequential Brands Group, Inc. (SQBG) and Galaxy Brand Holdings are merging in a cash and stock transaction.

TW Telecom Inc. (TWTC) and Level3 Communications (LVLT) will merge in a cash and stock deal.

AbbVie continues to pursue Shire Plc (SHPGY) to offshore the company.

Quartet Merger Corp (QTET) and Pangea Logistics Solutions will merge for cash and shares.

Augusta Resource Corp (AZC) and HudBay Minerals (HBM) will merge for shares and warrants.

IPOs:

There are lots of filings for new companies, but many fewer issue statements to be traded on a national exchange. As such, the focus will now be with those companies as a screen for investment potential.

TubeMongal Inc (TUBE) is being issued at an estimated $8 per share for a business that has no profit, operating income or cash flows.

Roka Bioscience, Inc. (ROKA) is being issued at an estimated $16 per share for a business that has no profit, operating income or cash flows.

Sage Therapeutics (SAGE) is being issued at an estimated $18 per share for a business that has no profit, operating income or cash flows.

FX Energy, Inc. (FXEN) is issuing preferred stock. It appears to be hit or miss in gains and driven by Polish oil.

Terrapin 3 Acquisition Corp (TRTLU) is a “blank check company.” The general plan is to fund their future takeovers.

Microlin Bio, Inc (MCLB) is being issued at an estimated $5.50 per share for a business that has no profit, operating income or cash flows.

CareDX, Inc. (CDNA) is being issued at an estimated $17 per share for a business that has no profit, operating income or cash flows.

Terraform Power, Inc. (TERP) is being issued at an estimated $25 per share for a business that has no profit or cash flows.

1347 Capital Corp (TFSC) is being issued at an estimated $10 per share for a business that has no profit, operating income or cash flows.

Barclays is issuing preferred shares as an ADR (BCS.PR).

Sunshine Bancorp (SBCP) is converting from a savings and loan association will convert to a bank and issue shares.

Rightside Group is also on this list. See above.

Filings July 6-13

Spin Offs:

Tribune Publishing has updated information, shares to be issued and debt/line of credit updates. While declining revenues don’t make this appear to be a long term investment, but depending on how the investors unwind their positions, the stock might drop below a reasonable margin of safety. Valuation of the company will be posted soon.

Mergers:

Armco Metals Holding, Inc. (AMCO) and Draco Resources, Inc. will merge in a stock transaction.

Digital Cinema Destinations Corp (DCIN) and Carmike Cinemas, Inc. (CKEC) will merge for stock.

Sequential Brands Group, Inc (SQBG) and Galaxy Brand Holdings will merge for cash and equity.

Mediabistro, Inc. (MBIS) will purchase the assets of Prometheus Global Media for cash.

Measurement Specialties Inc (MEAS) and TE Connectivity Ltd will merge for cash.

Protective Life Corporation (PL) and The Dai-ichi Life Company (DCNSF) will merge for cash.

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

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

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

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

Valeant Pharmaceuticals International, Inc. (VRX) and Allergen, Inc. (AGN) continue to have merger issues with Pershing Square pushing for a proxy solicitation.

First Interstate Bancsystem Inc (FIBK) and Mountain West Financial (MTWF) had their merger approved by the FDIC. The transaction is either cash or equity.

AbbVie continues to pursue Shire Plc (SHPGY).

Investors Capital Holding Ltd (ICH) and RCS Capital Corporation (RCAP) will receive either cash or equity.

First Midwest Bancorp Inc (FMBI) and Great Lakes Financial Resources, Inc. (GLFL) will merge for cash and equity.

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

LVB Acquisition, Inc., who was created for Zimmer Holdings, Inc. (ZMH), to help merge with Biomet, Inc. for cash, equity and assumption of debt.

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

Salix Pharmaceuticals (SLXP) and Cosmo Pharmaceuticals (COPN) have proposed to merge for the shares of Cosmo. This will allow Salix to move overseas for tax purposes and gain some drugs.

FedFirst Financial Corp (FFCO) and CB Financial Services Inc. (CBFV) will merge for cash and stock.

Questcor Pharmaceuticals Inc. (QCOR) and Mallinckrodt plc will merge for cash.

AmREIT, Inc. (AMRE) and Regency Centers Corporation (REG) will merge for cash.

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

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.

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

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

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

IPOs:

None this week.