13D weekly report - Nov 18, 2024 to Nov 22, 2024

Waterous Energy Fund Requisitions Special Meeting of Shareholders of Greenfire Resources Ltd. (GFR) for the Purpose of Replacing the Entire Board of Directors

Key Summary: On November 21, 2024, Waterous Energy Fund III announced their intent to call a special shareholder meeting to remove the current board and replace it with their six independent director nominees.

Market Cap: $512 million| Greenfire Resources Ltd., together with its subsidiaries, engages in the development, exploration, and operation of oil and gas properties in the Athabasca oil sands region of Alberta.

On November 21, 2024, Waterous Energy Fund III ("WEF") (43%), announced it has requisitioned a special meeting to replace the current board due to poor operational performance, self-enrichment, and shareholder discontent. WEF cited missed production targets, rising capital expenditures without increased output, and Greenfire’s underperformance in the market as key reasons for the board’s removal. Additionally, WEF criticized the board for benefiting personally from change-of-control provisions and wasting shareholder resources through unnecessary legal battles and advisory fees. WEF aims to replace the board with six independent nominees and has requested the meeting be held by January 2025. Source

Mantle Ridge nominated Board candidates to Air Products and Chemicals, Inc. (APD)

Key Summary: On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search.

Market Cap: $72 billion| Air Products and Chemicals, Inc. provides atmospheric gases, process and specialty gases, equipment, and related services in the Americas, Asia, Europe, the Middle East, India, and internationally. 

Mantle Ridge

On November 19, 2024, Mantle Ridge filed proxy materials nominating nine nominees for election to the Board at the 2025 AGM. Source

Pershing Square

In September 2013, the company entered an agreement with Pershing Square (holding 9.8%) involving governance changes, including adding three new directors (one representing Pershing Square) to an expanded 14-member board and initiating a CEO search. In January 2014, stockholders approved board declassification, and by June 2014, Seifi Ghasemi was elected as Chairman, President, and CEO, with the stockholder rights plan expiring in July. On September 13, 2016, Pershing Square reduced its stake to 7.8%.

Sherwood Sends Follow-Up Letter to Navios Maritime Partners LP (NMM)

Key Summary: Since 2021, Ned Sherwood has criticized NMM's management, particularly CEO Angeliki Frangou, for decisions harming shareholder value, including questionable transactions and poor capital allocation. He has proposed several measures to unlock value, such as merging Frangou’s private ship management company with NMM, removing anti-takeover provisions, and accelerating share buybacks. Despite increasing his stake to 7.2% by 2024, Sherwood remains dissatisfied with NMM's performance and urges fellow shareholders to demand change.

Market Cap: $1.5 billion | Navios Maritime Partners L.P. owns and operates dry cargo vessels in Asia, Europe, North America, and Australia.  

• On July 22, 2021, Sherwood disclosed a 5.8% active stake and delivered a letter to the company and its CEO Angeliki Frangou detailing concerns regarding the management and direction of the company, and accusing her of “imprudent and illogical” decisions that have hurt shareholder value. In Sherwood’s letter, he called into question $200 million worth of recent at the money (ATM) offerings by the company and purchases of approximately $185 million of ships at market values from “largely related parties.” Sherwood and MRMP also suggested that Frangou, (Chairman and CEO of the company)and management implemented a range of policies, such as share buybacks, selling assets and paying down debt, and/or increasing dividends to shareholders
• On September 3, 2021, Sherwood, MRMP’s investment manager, (4.4%) sent a follow-up letter to the Board. This letter detailed MRMP’s views regarding the Company’s recent transactions and reiterates several suggestions set forth in the initial letter, along with an additional proposal that MRMP believes would significantly reduce the current discount to net asset value at which NMM trades: the merger of Angeliki Frangou’s private ship management company into NMM. Mr. Sherwood went on to state “We would propose that Angeliki Frangou merge her private entity with NMM at an appropriate valuation, so that all LP and GP investors’ incentives are better aligned and we can all row in the same direction. In my opinion, such action would immediately cause an upward revaluation of NMM assets and interest price".
• On November 28, 2023, Sherwood (5.4%) expressed his concerns about NMM's poor performance, including a 23.3% decline in unit price despite reported earnings. He questioned Ms. Frangou's satisfaction with the results, suggesting potential conflicts of interest due to fees from her Ship Management Company. Sherwood also highlighted a significant undervaluation compared to estimated NAV and called for actions such as removing anti-takeover provisions, merging the ship management entity, exploring offers for NMM's segments, and implementing a unit buyback plan to enhance unitholder value. He encouraged fellow unitholders to withhold votes for a Class III director and urged them to contact NMM's Board of Directors to support these measures. Source
• On November 20, 2024, Sherwood (7.2%) criticized the management, particularly CEO Ms. Frangou, for failing to share wealth with unit holders and for ignoring his past suggestions to unlock value. Sherwood reiterated his calls for the removal of anti-takeover provisions, a merger of Frangou’s ship management company, the hiring of investment bankers to explore NMM’s segments, and an acceleration of share buybacks. He urged shareholders to withhold votes for certain directors in the upcoming annual meeting and rally for these changes in 2025. Source

Michael Porcelain reached cooperation agreement with Comtech Telecommunications Corp (CMTL)

Key Summary: On September 20, 2024, Michael Porcelain nominated eight candidates, including himself, for the Board at the 2024 annual meeting and filed proxy materials pushing for leadership transparency, strategic reviews, and capital optimization. On November 17, 2024, the FK/MP/OT Group and the company signed an agreement to appoint Michael Hildebrandt to the Board and support his election. Outerbridge Capital Management, with a 4.6% stake in Comtech, nominated three boarad candidates in September 2021 to boost shareholder value. Citing leadership concerns and underperformance, it sought shareholder backing and advocated for a strategic review after a $100 million investment by White Hat Capital and Magnetar Capital. This led to a cooperation agreement on December 16, 2021, focusing on board appointments and shareholder representation.

Market Cap: $76 million| Comtech Telecommunications Corp. designs, develops, produces, and markets products, systems, and services for communications solutions in the United States and internationally.

Michael Porcelain

• On September 20, 2024, Michael Porcelain delivered a letter to the company nominating a slate of eight highly director candidates, including Mr. Porcelain, Keith Hall, Michael Hildebrandt, Fred Kornberg, Robert Schassler, Dr. Sanyogita Shamsunder, Oleg Timoshenko, and Jay Whitehurst for election to the Board at the 2024 annual meeting of stockholders. Source
• On September 20, 2024, Michael Porcelain filed proxy materials seeking support for his nominees. He urged the Board to implement his recommendations, including transparent disclosures on leadership changes, a thorough CEO search, evaluation of strategic initiatives, and optimization of capital structure and financing. Additionally, he advocated for a strategic review of the 911 Public Safety business to maximize shareholder value, as well as improved operational efficiency and innovation. Source
• On November 17, 2024, the FK/MP/OT Group (Michael Porcelain, Fred Kornberg, and Oleg Timoshenko) and the company signed a cooperation agreement for the company to appoint Michael Hildebrandt to its Board within three days and support his election at the 2024 annual meeting.

Outerbridge Capital Management

On September 8, 2021, Outerbridge Capital Management, holding a 4.6% stake in Comtech, nominated three independent candidates for the Board at the 2021 AGM, aiming to enhance shareholder value through their strategic expertise in Comtech's core markets. On October 6, 2021, Outerbridge expressed concerns over leadership confidence and long-term underperformance, urging shareholder support for its nominees. Following a $100 million investment from White Hat Capital Partners LP and Magnetar Capital on October 18, 2021, Outerbridge advocated for a strategic review to maximize shareholder value. Outerbridge filed proxy materials on October 15 and continued engagement with Comtech, culminating in a cooperation agreement on December 16, 2021, aligning on board appointments and shareholder representation strategies.

Wynnefield Partners Seeks To Rebuild Techprecision (TPCS) Credibility For All Stockholders

Key Summary: On October 28, 2024, Wynnefield Partners filed proxy materials seeking support for its nominees.

Market Cap: $36 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,”

Dream Chasers Capital Group nominated two directors to Carver Bancorp, Inc (CARV)

Key Summary:  On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and urging shareholders to vote for them at the upcoming annual meeting.

Market Cap: $9 million | Carver Bancorp, Inc. operates as the holding company for Carver Federal Savings Bank that provides consumer and commercial banking services for consumers, businesses, non-profit organizations, and governmental and quasi-governmental agencies primarily in New York.

• On December 12, 2022, Dream Chaser’s Capital Grup (5.51%), Shawn Paul Herrera  (1.68%) and Kevin Scott Winters  (3.83%) entered into the Voting Agreement because they all believe that the Company represents an attractive investment based on the Company’s business prospects, strategy, and share price. They believe that the Company is undervalued, and they intend to push for operational changes to enhance shareholder value.
• On December 20, 2022, Jeffrey John Bailey (7%) stated his belief that the Company is undervalued, and he intends to push for operational changes to enhance shareholder value. Source
• ·On July 23, 2024, Dream Chasers Capital Group LLC (5%) stated that it was nominating two new directors to the board and urging shareholders to vote for them at the upcoming annual meeting. Dream Chasers believed these nominees would drive a new growth strategy, enhancing profitability and shareholder value. They warned that any resistance to their nominations could negatively impact Carver’s stock price and capital-raising ability, posing a risk to the bank’s future. Source
• On October 24, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.
• On November 12, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.
• On November 19, 2024, Dream Chasers Capital Group LLC filed proxy materials seeking support for its nominees.