13D weekly report - Dec 23, 2024 to Dec 27, 2024

Sherborne Investors Amends Agreement with Navient Corp (NAVI)

 Key Summary: Sherborne Investors Management disclosed a 6.8% stake in March 2022, engaging with the company on capital allocation, strategy, and board representation. By March 18, 2022, it increased its stake to 19.4% and later to 19.7%, entering a Nomination and Cooperation Agreement on April 14, 2022, to nominate Edward Bramson to the Board. On December 20, 2024, the agreement was amended, with Bramson set to become Chair after the 2025 annual meeting. In 2019, Canyon Capital Advisors nominated four board candidates, later securing two seats through an agreement in May. By January 2020, the firm had sold its entire stake in the company. 

Market Cap: $5.1 billion| Navient Corp is a provider of asset management and business processing solutions for education, health care, and government clients at the federal, state, and local levels.

Sherborne Investors Management

• On March 4, 2022, Sherborne Investors Management disclosed a 6.8% active stake in the company. It stated that it has engaged in discussions with management regarding the company's capital allocation and future strategic direction. It has also discussed possible board representation. Source
• On March 11, 2022, Sherborne Investors Management increased its stake to 8.2%.
• On March 18, 2022, Sherborne Investors Management increased its stake to 9.3%.
• On March 18, 2022, Sherborne Investors Management increased its stake to 19.4%.
• On April 14, 2022, Sherborne Investors Management (19.7%) entered into a Nomination and Cooperation Agreement with the company under which Navient’s Board of Directors will nominate Edward Bramson, a partner in Sherborne Investors, for election to the Board at the upcoming annual meeting, scheduled for June 2, 2022.
• On December 20, 2024, Sherborne Investors and the company amended their Nomination and Cooperation Agreement for the second time. The Board agreed to appoint Edward J. Bramson as Chair, effective after the 2025 annual stockholders' meeting. Source

Canyon Capital Advisors

In April 2019, Canyon Capital Advisors nominated four candidates to the board. In May 2019, Canyon Capital Advisors reached an agreement with the company and secured two Board seats. In January 2020, Canyon Capital Advisors sold its entire stake in the company.

Wynnefield Group's Director Nominees were elected to the Board of TechPrecision Corporation (TPCS)

Key Summary: On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees. On December 9, 2024, Wynnefield Partners announced that ISS recommended stockholders vote FOR both of Wynnefield Group's Director Nominees. On December 18, 2024, Glass Lewis & Co. has joined ISS in recommending that stockholders vote FOR both Wynnefield nominees. At the AGM held on December , 2024, shareholders elected both Wynnefield nominees, General (Ret) Gene Renuart and Robert Straus to the Board. Also, Crisafulli and McGowan were not elected to the Board.

Market Cap: $37 million | TechPrecision Corporation, together with its subsidiaries, manufactures and sells precision, fabricated, and machined metal structural components and systems in the United States.

• On July 2, 2024, Wynnefield Partners (7%) delivered a letter to the company stating their intention to nominate General Victor Eugene “Gene” Renuart, Jr., U.S. Air Force (Ret.) and Robert D. Straus as members of the Board at the upcoming 2024 AGM. Source
• On July 30, 2024, Wynnefield Partners launched a campaign website at www.rebuildTPCScredibility.com and issued a letter to the stockholders regarding the election of directors to the Board at the 2024 AGM.
• On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.
• On November 21, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.
• On November 22, 2024, Wynnefield Partners issued an Investor Presentation titled “TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Lack of Transparency, Poor Corporate Governance and Poor Board Quality,”
• On December 9, 2024, Wynnefield Partners announced that ISS recommended stockholders vote FOR both of Wynnefield Group's Director Nominees. Source
• On December 12, 2024, Wynnefield announced that ISS changed its initial recommendation report on Andrew Levy from WITHHOLD to FOR. As such, ISS recommended a WITHHOLD vote on 3 of 6 of the Company’s directors. ISS continued to recommend FOR General (Ret.) Gene Renuart and Robert Straus and WITHHOLD on incumbent nominees Crisafulli, McGowan and Schenker on the BLUE proxy card. Source
• On December 18, 2024, Wynnefield Partners announced that the other leading proxy advisory firm, Glass Lewis & Co. has joined ISS in recommending that TechPrecision stockholders vote FOR both Wynnefield nominees, General (Ret) Gene Renuart and Robert Straus and withhold their votes on incumbent directors Crisafulli, McGowan and on Schenker on the BLUE proxy card.
• At the AGM held on December , 2024, shareholders elected both Wynnefield nominees, General (Ret) Gene Renuart and Robert Straus to the Board. Also, Crisafulli and McGowan were not elected to the Board.

22NW Fund Files Fraud and Breach of Contract Lawsuit Against Lifecore Biomedical (LFCR)

Key Summary: On May 16, 2024, 22NW Fund (12.5%) nominated six individuals for the Board of Directors. The company's 2023 AGM is on August 15, 2024. The company informed 22NW Fund that only Class II Directors will be elected. Thus, only Class II nominees will be up for election. 22NW Fund can reassign the nominees' classes for the election. On July 1, 2024, 22NW Fund, LP (12.4%) entered into a Cooperation Agreement with the company. Legion Partners Asset Management, LLC, and Wynnefield Capital, Inc., and their respective affiliates entered into similar support agreements. On December 23, 2024, 22NW Fund sued the company and its directors in New York, alleging fraud and contract breaches tied to a January 2023 Securities Purchase Agreement.

Market Cap: $275 million | Lifecore Biomedical, Inc., together with its subsidiaries, operates as an integrated contract development and manufacturing organization in the United States and internationally. 

• On May 16, 2024, 22NW Fund (12.5%) sent a letter to the company nominating six individuals for the Board of Directors: Jason Aryeh and Richard Cunningham as Class I Directors, and Nathaniel Calloway, Ph.D., Matthew Korenberg, Elaine Thibodeau, and Beau Garrett as Class II Directors. The company's 2023 AGM is scheduled for August 15, 2024. The company informed 22NW Fund that only Class II Directors will be elected at this meeting. Consequently, only the nominees for Class II Directors will be up for election. 22NW Fund retains the option to reassign the nominated directors' classes for the election. Source
• On June 11, 2024, 22NW Fund sent a letter to the company demanding a special shareholder meeting on August 14, 2024. The meeting aims to address two proposals: first, to declassify the Board for annual director elections starting from the 2023 Annual Meeting, without affecting current directors' terms; and second, to postpone the 2023 Annual Meeting, convene a Joint Annual Meeting with the 2024 meeting by November 30, 2024, and approve an amendment for Declassification before the Joint Annual Meeting. Source
• On June 28, 2024, the company entered into a Cooperation Agreement with Wynnefield Partners (16%) and pursuant to it, the Board agreed to nominate Mr. Obus to the Board as a Class 1 director at the company’s 2024 AGM. Source
• On July 1, 2024, 22NW Fund, LP (12.4%) entered into a Cooperation Agreement with the company. Pursuant to it, the company added 22NW nominees Jason Aryeh and Matthew Korenberg, as well as Humberto Antunes and Paul Johnson, to the Board. Additionally, 22NW withdrew its nomination notice and its demand for a special meeting of stockholders to vote on an advisory proposal to declassify the Board. Legion Partners Asset Management, LLC, and Wynnefield Capital, Inc., and their respective affiliates entered into similar support agreements.
• On December 23, 2024, 22NW Fund filed a complaint in New York's Supreme Court against the company and several directors and officers, alleging securities fraud, common law fraud, negligent misrepresentation, and breach of contract related to a Securities Purchase Agreement from January 2023. The lawsuit seeks damages, reformation of the agreement to adjust the conversion price for Series A Preferred Stock, and specific performance requiring the company to hold a shareholder meeting and issue common stock as required under the agreement. Source

Fund 1 Investments proposed to acquire Destination XL Group (DXLG)

Key Summary: On June 26, 2024, Fund 1 Investments (9.8%) announced plans to discuss operational and strategic opportunities with the board to enhance stockholder value. On December 19, 2024, Fund 1 Investments proposed acquiring the company's remaining shares at $3.00 per share in cash. On May 7, 2018, Cannell Capital nominated four board candidates; one was appointed on June 11, 2018. Cannell proposed the resignation of three members in January 2020 and reduced its stake to 4.51% by July 29, 2020. In January 2014, Willem T. Mesdag of Red Mountain Capital Partners secured a board seat with a 9.5% stake, which increased to 16.5% on April 6, 2018.

Market Cap: $141 million | Destination XL Group, Inc., together with its subsidiaries, operates as a specialty retailer of big and tall men's clothing and shoes in the United States. 

Fund 1 Investments

• On June 26, 2024, Fund 1 Investments (9.8%) stated that it intends to engage in discussions with the board and management team regarding operational and strategic opportunities for the company to enhance stockholder value. Source
• On December 19, 2024, Fund 1 Investments proposed acquiring all outstanding shares of the company not already owned by them at $3.00 per share in cash, a 34% premium to the December 18 closing price, subject to due diligence and a definitive agreement, but without a financing condition. Fund 1 Investments argued the company would perform better as a private entity, offering stockholders a derisked investment with premium valuation and liquidity. They also expressed readiness for expedited due diligence and confidentiality arrangements. Source

Cannell Capital

On May 7, 2018, Cannell Capital nominated four candidates for the board at the 2018 Annual Meeting. On June 11, 2018, the company agreed to appoint one of Cannell's nominees to the board, leading Cannell to withdraw its nominations and support the company's proposals. On January 29, 2020, Cannell criticized the board and proposed the resignation of three members, intending to withhold votes if they remained. By July 29, 2020, Cannell decreased its stake to 4.51%.

Red Mountain Capital Partners

In January 2014, Willem T. Mesdag, Managing Partner of Red Mountain Capital Partners, secured a board seat through a mutual agreement, representing a 9.5% stake. On April 6, 2018, Red Mountain Capital Partners increased its stake to 16.5%.