13D weekly report - Sep 30, 2024 to Oct 04, 2024

Oaktree Capital Group Holdings Plans Strategic Discussions to Enhance Shareholder Value at Indivior (INDV)

Key Summary: On October 4, 2024, Oaktree Capital Group Holdings (7%) intends to meet with the Board and management to explore strategies for increasing shareholder value, including capital allocation, structural adjustments, and potential sale options. On September 22, 2023, Two Seas Capital (10%) discussed joining the Board with CEO Mark Crossley but decided against the appointment. They continue discussions with management and the Board to enhance shareholder value and improve corporate governance.

Market Cap: $1.4 billion | Indivior PLC, together with its subsidiaries, engages in the development, manufacture, and sale of buprenorphine-based prescription drugs for the treatment of opioid dependence and co-occurring disorders.

• On September 22, 2023, Two Seas Capital (10%) discussed the possibility of joining the Board with Mark Crossley, the CEO of the company. However, it was decided not to proceed with this appointment. Two Seas Capital has ongoing discussions with the management and Board regarding their investment and may explore options to maximize shareholder value and improve corporate governance. Source
• On October 4, 2024, Oaktree Capital Group Holdings (7%) plans to discuss with the Board and management ways to increase shareholder value, focusing on capital allocation, capital structure adjustments, and exploring strategic alternatives, potentially including a sale of the company. Source

Ourgame International Holdings Limited nominates Board candidates to Allied Gaming & Entertainment Inc (AGAE)

Key Summary:  On October 3, 2024, Ourgame International Holdings Limited submitted a Notice of Nomination for Mr. Li Zhang and Mr. Shaohua Ma to replace Mr. Yushi Guo and Mr. Yuanfei Qu, pending board approval. On March 7, 2024, Knighted Pastures (29.6%) announced plans to discuss board representation and potential nominations. By July 17, 2024, they formally proposed nominating three board candidates, amending bylaws, and removing directors Yangyang Li, Yushi Guo, and Yuanfei Qu at the 2024 stockholder meeting.

Market Cap: $48 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide. 

Ourgame International Holdings Limited

On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

Knighted Pastures

• On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the  management and board regarding potential board representation and may nominate individuals for election to the board.
• On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source
• On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source

ONGOING

TAFE Raises Governance and Operational Concerns on AGCO Corporation (AGCO)

 Key Summary: On September 30, 2024, TAFE issued an open letter to shareholders voicing concerns over the company’s governance, capital allocation, and operational issues.

Market Cap: $7.3 billion | AGCO Corporation manufactures and distributes agricultural equipment and related replacement parts worldwide.

On September 30, 2024, TAFE released an open letter to shareholders expressing concerns about the company’s governance, capital allocation, and operational issues. TAFE criticized the Board for ignoring its suggestions, leading to declining financial performance and market share in the agricultural machinery sector. It called for immediate reforms, including the addition of independent directors, the formation of a Strategic Transformation Committee, and separating the roles of Chairman and CEO for better accountability. Source

Past

• On November 12, 2020, Tractors and Farm Equipment Limited (TAFE), holding 16.2% of shares, emphasized the importance of sound governance policies for effective Board oversight and shareholder value creation, advocating for the separation of the Chair and CEO roles to improve governance practices. TAFE expressed intentions to submit a stockholder proposal on this separation, reiterating its concerns on November 24 and again on December 4, stressing that it was essential for governance standards and Board independence during CEO succession. Source
• On February 17, 2021, TAFE's Ms. Srinivasan highlighted insufficient progress in refreshing the Board and called for the appointment of three new directors and a change in the lead independent director. By March 2, 2021, TAFE expressed deeper concerns about the company's weakening competitive position and reiterated the need for a comprehensive Board refresh through the election of independent directors with relevant expertise.

Biglari Capital Corp nominated Board candidates to Cracker Barrel Old Country Store (CBRL)

Key Summary: On August 16, 2024, Biglari Capital Corp (9%) nominated Board candidates to Cracker Barrel Old Country Store, Inc.

Market Cap: $1 billion| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.

Background: 

• Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020
• On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.
• On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company  It urged that the Board should consider a more aggressive dividend payout policy.
• On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.
• On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source
• On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. Source

Update:

• On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting. On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source
• On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.
• On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source
• On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.

Irenic Capital Management Urges Strategic Review and Special Committee Formation at Reservoir Media (RSVR)

Key Summary: On December 20, 2023, Irenic Capital Management stated that the company's securities are undervalued and seeks to engage with the Board and management to enhance shareholder value. On September 30, 2024, Irenic Capital Management (8.1%) encouraged the company to undertake a full strategic review of all alternatives to maximize shareholder value

Market Cap: $527 million | Reservoir Media, Inc. operates as a music publishing company. 

• On December 20, 2023, Irenic Capital Management (5.1%) stated its belief that the company's securities are undervalued and wants to engage with the Board and management to explore ways to increase shareholder value. Source
• On September 30, 2024, Irenic Capital Management (8.1%) encouraged the company to undertake a full strategic review of all alternatives to maximize shareholder value and to form a special committee of the Board to oversee such review process. Source

Riverstyx Capital Management Announces Intention to Nominate Three Board Candidates to Charles & Colvard, Ltd (CTHR)

Key Summary: On August 27, 2024, Riverstyx Capital Management (8.7%) notified the Company of its intention to nominate three Board candidates for the next annual shareholders meeting

Market Cap: $5 million| Charles & Colvard, Ltd. operates as a fine jewelry company in the United States and internationally.  

• On August 27, 2024, Riverstyx Capital Management (8.7%) submitted notice to the Company that it intends to nominate three candidates for election to the Board of Directors at the next annual meeting of shareholders. Source
• On October 1, 2024, Riverstyx Capital Management issued a letter to the shareholders urging them to support for real change at the company.

Carlos Daniel Valadez

•  On April 11, 2023, Carlos Daniel Valadez (5.16%) stated that he intended to engage in discussions with the management and the board regarding the company's strategic marketing plan, capital allocation strategy, branding strategy and other related topics. Source
•  On May 15, 2023, Mr. Valdez sent a letter to the Board, requesting certain changes to the company’s strategy.