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S&P MidCap 400 constituent Vistra Corp. (NYSE: VST) will replace Pioneer Natural Resources Co. (NYSE: PXD) in the S&P 500, S&P SmallCap 600 constituent Aaon Inc. (NASD: AAON) will replace Vistra in the S&P MidCap 400, and Marathon Digital Holdings Inc. (NASD: MARA) will replace Aaon in the S&P SmallCap 600 effective prior to the opening of trading on Wednesday, May 8. S&P 500 and S&P 100 constituent Exxon Mobil Corp. (NYSE: XOM) acquired Pioneer Natural Resources in a deal that closed today, Friday May 3.
Franklin Street Properties Corp. Announces First Quarter 2024 Results (4/30/24)
WAKEFIELD, Mass.--(BUSINESS WIRE)--Franklin Street Properties Corp. (the “Company”, “FSP”, “we” or “our”) (NYSE American: FSP), a real estate investment trust (REIT), announced its results for the first quarter ended March 31, 2024.
George J. Carter, Chairman and Chief Executive Officer, commented as follows:
“As the second quarter of 2024 begins, we continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets. We will seek to increase shareholder value by continuing to (1) pursue the sale of select properties when we believe that short to intermediate term valuation potential has been reached and (2) strive to increase occupancy through the leasing of vacant space. We intend to use proceeds from property dispositions primarily for debt reductions.
During the first quarter of 2024, we sold an office property located in Richardson, Texas known as Collins Crossing for gross proceeds of approximately $35 million. Also, during the first quarter of 2024, we leased a total of 197,000 square feet of office space within our approximately 5.3 million square foot directly-owned property portfolio, including 136,000 square feet with existing tenant renewals and 61,000 square feet with new tenants.
On February 21, 2024, we repaid approximately $102 million of our debt and entered into amendments of our outstanding debt facilities pursuant to which all our debt now matures on April 1, 2026. As of March 31, 2024, our total indebtedness was approximately $303 million, equivalent to approximately $58 per square foot on our existing 5.3 million square foot directly-owned property portfolio. As of March 31, 2024, we had cash of approximately $37.7 million on the balance sheet.
We look forward to the remainder of 2024 and beyond with anticipation and optimism.”
Financial Highlights
GAAP net loss was $7.6 million or $0.07 per basic and diluted share for the three months ended March 31, 2024.
Funds From Operations (FFO) was $4.2 million, or $0.04 per basic and diluted share, for the three months ended March 31, 2024.
On February 21, 2024, we repaid approximately $102 million of debt and entered into amendments to each of our bank term loan, revolving line of credit agreement and Series A and Series B notes. The amendment to the revolving line of credit converted the revolving loan to a term loan. G&A expenses for the first quarter of 2024 were $0.3 million higher than the first quarter of 2023. However, G&A expenses for the first quarter of 2024 included approximately $0.4 million of expenses related to the debt amendments. Additional information on the amendments is available in our Quarterly Report on Form 10-Q for the three months ended March 31, 2024.
Leasing Highlights
During the three months ended March 31, 2024, we leased approximately 197,000 square feet, including 61,000 square feet of new leases.
Our directly-owned real estate portfolio of 16 owned properties, totaling approximately 5.3 million square feet, was approximately 73.3% leased as of March 31, 2024, compared to approximately 74.0% leased as of December 31, 2023. The decrease in the leased percentage is primarily a result of one property disposition during the three months ended March 31, 2024.
The weighted average GAAP base rent per square foot achieved on leasing activity during the three months ended March 31, 2024, was $26.96, or 13.8% higher than average rents in the respective properties for the year ended December 31, 2023. The average lease term on leases signed during the three months ended March 31, 2024, was 6.8 years compared to 6.8 years during the year ended December 31, 2023. Overall, the portfolio weighted average rent per occupied square foot was $30.81 as of March 31, 2024, compared to $30.72 as of December 31, 2023.
We are currently tracking more than 700,000 square feet of new prospective tenants, including approximately 350,000 square feet of prospective tenants that have identified our properties on their respective short lists of potential locations.
We believe that our continuing portfolio of real estate is well located, primarily in the Sunbelt and Mountain West geographic regions, and consists of high-quality assets with upside leasing potential.
Investment Highlights
We have primarily used asset sale disposition proceeds for debt reduction and remain committed to seeking to sell select properties during 2024 and to continue using proceeds primarily for debt reduction.
Since December 2020, our dispositions have resulted in aggregate gross proceeds of approximately $1 billion and reflect an average sales price per square foot of approximately $217.
On January 26, 2024, we completed the sale of Collins Crossing in Richardson, Texas for approximately $35 million in gross proceeds.
Dividends
On April 5, 2024, we announced that our Board of Directors declared a quarterly cash dividend for the three months ended March 31, 2024, of $0.01 per share of common stock that will be paid on May 9, 2024, to stockholders of record on April 19, 2024.
Consolidation of Sponsored REIT
As of January 1, 2023, we consolidated the operations of our Monument Circle sponsored REIT into our financial statements. On October 29, 2021, we agreed to amend and restate our existing loan to Monument Circle that is secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan. The amended and restated Sponsored REIT Loan extended the maturity date from December 6, 2022 to June 30, 2023 (and was further extended to September 30, 2023 on June 26, 2023), increased the aggregate principal amount of the loan from $21 million to $24 million, and included certain other modifications. On September 26, 2023, the maturity date was further extended to September 30, 2024. In consideration of our agreement to amend and restate the Sponsored REIT Loan, we obtained from the stockholders of Monument Circle the right to vote their shares in favor of any sale of the property owned by Monument Circle any time on or after January 1, 2023. As a result of our obtaining this right to vote shares, GAAP variable interest entity (VIE) rules required us to consolidate Monument Circle as of January 1, 2023. A gain on consolidation of approximately $0.4 million was recognized in the three months ended March 31, 2023.
Additional information about the consolidation of Monument Circle can be found in Note 1, “Organization, Properties, Basis of Presentation, Financial Instruments, and Recent Accounting Standards – Variable Interest Entities (VIEs)” and Note 2, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2024.
Non-GAAP Financial Information
A reconciliation of Net income (loss) to FFO, Adjusted Funds From Operations (AFFO) and Sequential Same Store NOI and our definitions of FFO, AFFO and Sequential Same Store NOI can be found on Supplementary Schedules H and I.
2024 Net Income (Loss), FFO and Disposition Guidance
At this time, due primarily to economic conditions and uncertainty surrounding the timing and amount of proceeds received from property dispositions, we are continuing suspension of Net Income (Loss), FFO and property disposition guidance.
Real Estate Update
Supplementary schedules provide property information for the Company’s owned and consolidated properties as of March 31, 2024. The Company will also be filing an updated supplemental information package that will provide stockholders and the financial community with additional operating and financial data. The Company will file this supplemental information package with the SEC and make it available on its website at www.fspreit.com.
Today’s news release, along with other news about Franklin Street Properties Corp., is available on the Internet at www.fspreit.com. We routinely post information that may be important to investors in the Investor Relations section of our website. We encourage investors to consult that section of our website regularly for important information about us and, if they are interested in automatically receiving news and information as soon as it is posted, to sign up for E-mail Alerts.
Earnings Call
A conference call is scheduled for May 1, 2024, at 11:00 a.m. (ET) to discuss the first quarter 2024 results. To access the call, please dial 888-440-4368 and use conference ID 5398803. Internationally, the call may be accessed by dialing 646-960-0856 and using conference ID 5398803. To listen via live audio webcast, please visit the Webcasts & Presentations section in the Investor Relations section of the Company's website (www.fspreit.com) at least ten minutes prior to the start of the call and follow the posted directions. The webcast will also be available via replay from the above location starting one hour after the call is finished.
About Franklin Street Properties Corp.
Franklin Street Properties Corp., based in Wakefield, Massachusetts, is focused on infill and central business district (CBD) office properties in the U.S. Sunbelt and Mountain West, as well as select opportunistic markets. FSP seeks value-oriented investments with an eye towards long-term growth and appreciation, as well as current income. FSP is a Maryland corporation that operates in a manner intended to qualify as a real estate investment trust (REIT) for federal income tax purposes. To learn more about FSP please visit our website at www.fspreit.com.
[Tables deleted]
https://www.businesswire.com/news/home/20240430859723/en/
Seritage Growth Properties Makes $50 Million Loan Prepayment (4/24/24)
NEW YORK--(BUSINESS WIRE)--Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties, today announced that between April 23, 2024 and April 24, 2024, the Company has made voluntary prepayments aggregating $50 million toward its $1.6 billion term loan facility provided by Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”).
With the prepayments, the Company has now repaid a total of $1.32 billion since December 2021 and $280 million of the term loan facility remains outstanding. The current prepayments will reduce Seritage’s total annual interest expense related to the term loan facility by approximately $3.5 million. The cumulative repayments since December 2021 have reduced Seritage’s total annual interest expense related to the term loan facility by approximately $92.4 million.
About Seritage Growth Properties
Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of diversified and mixed-use properties throughout the United States. As of December 31, 2023, the Company’s portfolio consisted of interests in 32 properties comprised of approximately 4.1 million square feet of gross leaseable area (“GLA”) or build-to-suit leased area and 460 acres. The portfolio consists of approximately 2.8 million square feet of GLA and 326 acres held by 23 wholly owned properties and 1.2 million square feet of GLA and 134 acres held by nine unconsolidated entities.
https://www.businesswire.com/news/home/20240424583231/en/
I do not.
If I did, I would gladly tell you but we might be in competition for shares.😀
ME2C Environmental Issues Statement on Patent Litigation Win (3/04/24)
Jury Awards ME2C Environmental $57 Million for Patent Infringement
Corsicana, TX, March 4, 2024- Midwest Energy Emissions Corp. (TSXV:MEEC) (OTCQB: MEEC) ("ME2C Environmental " or the "Company"), a leading environmental technologies firm, announced today that a federal jury in the U.S. District Court for the District of Delaware has awarded a $57 million patent infringement verdict in favor of the Company against the remaining group of defendants in the Company’s patent infringement lawsuit which commenced in 2019 with patent attorneys, Caldwell Cassady Curry LLP.
The Company stated that the jury awarded separate amounts totaling $57 million against a group of affiliated defendants that included multiple limited liability companies with refined coal industry operations, including CERT Operations II LLC, CERT Operations IV LLC, CERT Operations V LLC, and CERT Operations RCB LLC. The jury determined that these defendants infringed the Company’s patented technologies for mercury emissions and were liable for willful infringement, along with inducing and contributory infringement.
The Company had previously announced in November 2023 that it had entered into a settlement with two other groups of defendants, Arthur J. Gallagher & Co. and DTE Energy Resources LLC, and various of their respective affiliated entities, leaving the CERT defendants as the remaining parties to the litigation.
“We are thrilled to see the jury recognize the value of our intellectual property with this unanimous jury verdict, which is a clear vindication of the strength of our patented technologies” said Richard MacPherson, Chief Executive Officer of ME2C Environmental. “This verdict is an important outcome in protecting our market position in mercury emissions at coal-fired power plants against infringing entities and falls on the heels of the previous settlement reached with the Arthur J. Gallagher and DTE Energy group of defendants in November 2023.”
About ME2C® Environmental
ME2C Environmental is a leading environmental technologies company developing and delivering patented and proprietary solutions to the global power industry. ME2C’s leading-edge mercury emissions technologies and services have been shown to achieve emissions removal at a significantly lower cost and with less operational impact than currently used methods, while maintaining and/or increasing power plant output and preserving the marketability of byproducts for beneficial use. ME2C Environmental is a trade name of Midwest Energy Emissions Corp. For more information, please visit http://www.me2cenvironmental.com/.
Nuveen Intermediate Duration Municipal Term Fund Liquidating Trust – Monthly Update (3/31/24)
Schedule of portfolio investments
27,647 shares Vistra Vision $61,376,999
Nuveen Intermediate Duration Quality Municipal Term Fund Liquidating Trust – Monthly Update (3/31/24)
Schedule of portfolio investments
2,777 shares Vistra Vision $6,165,115
CUBA (4/23/24)
Share Price: $2.41
NAV: $3.32
Discount: 27.56%
Following Years of Governance Failures, Court Orders UDF IV to Hold Trustees Election in 2024 (4/22/24)
NexPoint to Nominate Four Highly Qualified and Independent Trustees
DALLAS, April 22, 2024 /PRNewswire/ -- NexPoint Real Estate Opportunities, LLC ("NexPoint") today announced its intent to nominate a slate of four independent trustees for election to the Board of Trustees of United Development Funding IV ("UDF IV" or the "Company"), a real estate investment trust in which NexPoint is a significant shareholder. This follows an order from the Circuit Court for Baltimore City (the "Court") requiring UDF IV to hold an Annual Meeting on or before December 31, 2024, during which four of the five trustees must stand for election.
NexPoint | Alternative Investment Platform (PRNewsfoto/NexPoint)
"NexPoint is pleased that the Court ruled that shareholders have a right to elect all independent trustees of UDF IV in 2024. This Court order follows UDF IV's persistent misconduct and governance abuses – which have continued even after the Company's executives were convicted and incarcerated for securities fraud – including failing to hold an Annual Meeting for eight years. In fact, three independent directors have not stood for election since June 2015 and one independent director has never stood for election. We look forward to officially nominating four trustee candidates, with the goal of realigning the Board with shareholder interests, increasing transparency and seeking opportunities for enhancement of shareholder value and, ultimately, liquidity."
NexPoint believes the Court's ruling is a decisive reproach of UDF IV's governance practices and reflects the urgent need for a completely restructured Board of Trustees that truly serves shareholders. The Court noted that the Company's governance structure, under which trustees are held in staggered classes and subject to rotating elections "combined with UDF IV not holding annual meetings for several years, resulted in no opportunities for [NexPoint] or any other stockholders to nominate challengers to the incumbent trustees."
NexPoint's efforts to rectify the harm caused to UDF IV shareholders continue to make an impact. Earlier this year, amid litigation initiated by NexPoint, UDF IV removed indefensible bylaw restrictions limiting the shareholders' ability to nominate Board candidates. Additionally, in February, NexPoint highlighted further shareholder mistreatment associated with the distribution of Fair Fund settlement payments to certain UDF IV shareholders. Unbeknownst to the shareholders, UDF IV used shareholder investments to fund $6,809,282 of the Fair Fund, contrary to the final judgment against former UDF IV officers Hollis Greenlaw, Benjamin Wissink, and Cara Obert and current Chairman of UDF IV's advisor, Todd Etter, which required them individually to disgorge those funds as ill-gotten gains for the benefit of shareholders.
UDF IV shareholders seeking further details on NexPoint's reform efforts can contact us at UDFinvestors@NexPoint.com.
About NexPoint
NexPoint Real Estate Opportunities, LLC is a wholly owned subsidiary of NexPoint Diversified Real Estate Trust, Inc. (NYSE: NXDT), an affiliate of NexPoint Advisors, L.P. NexPoint Advisors, L.P. is an SEC-registered adviser on the NexPoint alternative investment platform. It serves as the adviser to a suite of funds and investment vehicles, including a closed-end fund, interval fund, business development company, and various real estate vehicles. For more information visit www.nexpoint.com
https://www.prnewswire.com/news-releases/following-years-of-governance-failures-court-orders-udf-iv-to-hold-trustees-election-in-2024-302123008.html
First Horizon Corporation's Momentum Continues with Strong First Quarter 2024 Results; Net Income Available to Common Shareholders of $184 Million or EPS of $0.33; $195 Million or $0.35 on an Adjusted Basis - up 9% Over Prior Quarter* (4/17/24)
1Q24 ROTCE of 11.0% and Adjusted ROTCE of 11.6% with Tangible Book Value per Share of $12.16, up $0.03 QoQ*
MEMPHIS, Tenn., April 17, 2024 /PRNewswire/ -- First Horizon Corporation (NYSE: FHN or "First Horizon") today reported first quarter net income available to common shareholders of $184 million or earnings per share of $0.33, compared with fourth quarter 2023 NIAC of $175 million or earnings per share of $0.31. First quarter 2024 results were reduced by a net $12 million after-tax or $0.02 per share of notable items compared with $3 million or $0.01 per share in fourth quarter 2023. Excluding notable items, adjusted first quarter 2024 NIAC of $195 million or $0.35 per share increased from $178 million or $0.32 per share in fourth quarter 2023.
"We reported a strong quarter with 10% growth in adjusted net income available to common shareholders from the fourth quarter. We achieved positive operating leverage versus the prior quarter, as revenue increased and expenses declined. Revenue growth was driven by margin expansion in the core banking franchise, as well as significant improvement in our counter-cyclical businesses," said Chairman, President and Chief Executive Officer Bryan Jordan. "Credit quality remains stable, and our strong capital and liquidity position us to continue to win new client relationships and deepen existing ones."
Jordan continued, "As we celebrate our 160th year in business, I remain confident in our ability to build on the value and earnings power of our long-standing organization to deliver exceptional results to our shareholders."
Conference Call Information
Analysts, investors and interested parties may call toll-free starting at 8:15 a.m. CT on April 17, 2024 by dialing 1-833-470-1428 (if calling from the U.S.) or 404-975-4839 (if calling from outside the U.S) and entering access code 883096. The conference call will begin at 8:30 a.m. CT.
Participants can also opt to listen to the live audio webcast at https://ir.firsthorizon.com/events-and-presentations/default.aspx.
A replay of the call will be available beginning at noon CT on April 17 until midnight CT on May 1, 2024. To listen to the replay, dial 1-866-813-9403 (U.S. callers); the access code is 492536. A replay of the webcast will also be available on our website on April 17 and will be archived on the site for one year.
First Horizon Corp. (NYSE: FHN), with $81.8 billion in assets as of March 31, 2024, is a leading regional financial services company, dedicated to helping our clients, communities and associates unlock their full potential with capital and counsel. Headquartered in Memphis, TN, the banking subsidiary First Horizon Bank operates in 12 states across the southern U.S. The Company and its subsidiaries offer commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, capital markets, fixed income, and mortgage banking services. First Horizon has been recognized as one of the nation's best employers by Fortune and Forbes magazines and a Top 10 Most Reputable U.S. Bank. More information is available at www.FirstHorizon.com.
*References to "Adjusted" results exclude notable items and are Non-GAAP Financial Measures. All references to loans include leases. All references to earnings per share are based on diluted shares. Please see page 4 for information on our use of Non-GAAP measures and a reconciliation of these measures to GAAP beginning on page 20 of FHN's complete 1Q24 earnings release available at https://ir.firsthorizon.com.
https://www.prnewswire.com/news-releases/first-horizon-corporations-momentum-continues-with-strong-first-quarter-2024-results-net-income-available-to-common-shareholders-of-184-million-or-eps-of-0-33-195-million-or-0-35-on-an-adjusted-basis---up-9-over-prior-quar-302118775.html
NAV $2.77 (12/31/23)
Annual Report (12/31/23)
https://www.altaba.com/static-files/0e4d4fe3-a9a6-4eb9-9acb-fd2e760450cf
Mesabi Trust Press Release (4/16/24)
Announcement of Mesabi Trust Distribution
The Trustees of Mesabi Trust (NYSE:MSB) declared a distribution of twenty-nine cents ($0.29) per Unit of Beneficial Interest payable on May 20, 2024 to Mesabi Trust Unitholders of record at the close of business on April 30, 2024. This compares to no distribution declared for the same period last year.
The Trustees’ announcement today of a twenty-nine cents ($0.29) per Unit distribution, as compared to no distribution announced by the Trust at the same time last year, reflects an increase in the distribution compared to the same period in the prior year, and is primarily attributable to the restart of Northshore operations in April 2023, and to an increase in the total royalties received by the Trust in January 2024, as compared to the total royalties received by the Trust in January 2023. In particular, the Trust’s receipt of total royalty payments of $6,432,434 on January 30, 2024 from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”), was higher than the total royalty payments of zero dollars ($0.00) received by the Trust from Cliffs in January 2023.
The distribution announced today also reflects that, until July 30, 2023, the Trust had received no royalties in the Trust’s three previous fiscal quarters, as well as the current continuing uncertainties related to previous announcements by Cliffs about its intention to continue to treat Northshore as a swing operation. Accordingly, the Trustees’ decision announced today also reflects their determination to maintain an appropriate level of reserves in order to make adequate provision to meet current and future expenses and present and future liabilities (whether fixed or contingent) that may arise in the future.
The Trustees have received no specific updates on Cliffs’ plans for the current year concerning Northshore iron ore operations. The Trustees’ distribution announcement today also takes into account numerous other factors, including uncertainties resulting from Cliffs’ prior announcements to increase the use of scrap iron in its vertical supply chain planning, the potential volatility in the iron ore and steel industries generally, national and global economic uncertainties, the cost and expense related to the Trust’s pending arbitration against Northshore and Cliffs, and further potential disturbances from global unrest.
Quarterly royalty payments from Northshore for iron ore production and shipments during the first calendar quarter, which are payable to Mesabi Trust under the royalty agreement, are due April 30, 2024, together with the quarterly royalty report. After receiving the quarterly royalty report, Mesabi Trust plans to file a summary of the quarterly royalty report with the Securities and Exchange Commission in a Current Report on Form 8-K.
https://www.businesswire.com/news/home/20240416064125/en/
Annual General Meeting is scheduled to reconvene on 4/26/24 at 9:00 CT, according to the company’s website.
NAV: $1.31 (3/31/24)
Schedule of portfolio investments to be disclosed approximately ten business days after month-end.
https://documents.nuveen.com/Documents/Nuveen/Default.aspx?uniqueId=123c6c32-9e8a-4a27-834e-988409fda6e3
NAV: $0.48 (3/31/24)
Schedule of portfolio investments to be disclosed approximately ten business days after month-end.
https://documents.nuveen.com/Documents/Nuveen/Default.aspx?uniqueId=cd269151-8c60-4852-8b91-d394270469a7
Thank you for sharing.
Roivant Announces Positive NEPTUNE Study Results for Brepocitinib in NIU, as well as Board Authorization for up to $1.5 Billion Share Repurchase Program, Including Repurchase of Entire Sumitomo Pharma Stake for $648 Million (4/02/24)
Roivant (Nasdaq: ROIV) and Priovant Therapeutics today announced positive results from the Phase 2 study (NEPTUNE) evaluating brepocitinib in non-anterior non-infectious uveitis (NIU), showing the strongest efficacy data in NIU observed to date. Roivant also announced that its board of directors has authorized a share repurchase program for up to $1.5 billion of the company’s common shares, including the repurchase of all 71.3 million shares held by Sumitomo Pharma at a purchase price of $9.10 per share. The aggregate purchase price for the Sumitomo Pharma transaction is approximately $648.4 million and will reduce Roivant’s shares outstanding as of February 9, 2024 by approximately 9%.
“The striking NIU data underscore Roivant’s continued commitment to developing effective medicines in underserved indications with high unmet need, such as for these patients who are at risk of blindness. We are extremely pleased to share these positive data. We are also pleased to announce our authorized share repurchase program, and our agreed repurchase of all shares owned by Sumitomo Pharma. This transaction along with further potential buybacks reduces shareholder concentration and efficiently retires shares, increasing our continuing shareholders’ exposure to developments in NIU and to the rest of our upcoming clinical data and company progress,” said Matt Gline, CEO of Roivant.
The NEPTUNE study enrolled 26 subjects with active NIU who were randomized 2:1 to brepocitinib 45 mg once daily or brepocitinib 15 mg once daily. Patients, physicians, and the study team were blinded to dose. All subjects received a 60 mg/day prednisone burst at study entry for two weeks and were tapered off prednisone per protocol by week 8 (six-week steroid taper). Subjects were evaluated for Treatment Failure, a registrational composite endpoint comprising multiple measures of ocular inflammation and visual acuity, as well as discontinuation due to intercurrent events or initiation of rescue therapy. The study’s primary efficacy endpoint was the Treatment Failure rate at week 24.
At week 24, 29% (5/17) of subjects in the brepocitinib 45 mg arm and 44% (4/9) of subjects in the brepocitinib 15 mg arm met Treatment Failure criteria, with lower failure rates reflecting greater treatment benefit. The Treatment Failure rate from disease activity (discontinuations censored) was 18% in the brepocitinib 45 mg arm. These observed results represent approximately twice the observed benefit as seen in the corresponding registrational study for the only approved non-steroidal therapy in NIU.
All week 24 secondary efficacy endpoints, including haze grades, visual acuity, and macular thickness, were also positive and dose responsive. Of patients in the brepocitinib 45 mg arm who met the threshold for uveitic macular edema at baseline, 43% achieved resolution of macular edema by week 24. No patients in the brepocitinib 45 mg arm who entered the study without macular edema developed macular edema by week 24.
Safety and tolerability were consistent with prior clinical studies of brepocitinib, with no new safety or tolerability signals identified. Brepocitinib has been dosed in over 1,400 subjects and patients with a safety profile that appears consistent with approved and widely prescribed JAK inhibitors. Additional safety and efficacy data will be presented at a future medical conference.
“Non-infectious uveitis is a devastating disease that can lead to severe visual impairment and contribute to tens of thousands of cases of legal blindness in the United States each year, including many instances of irreversible blindness,” said Quan Dong Nguyen, MD, MSc, FARVO, FASRS, NEPTUNE investigator and Professor of Ophthalmology at the Byers Eye Institute, and Professor of Medicine and Pediatrics at Stanford University School of Medicine. “Current treatment options provide inadequate benefits to many patients; thus, novel pharmacotherapeutic agents with better efficacy and more convenient methods of administration are urgently needed. Brepocitinib’s striking results on multiple endpoints of clinical significance position the drug to become a potentially transformative once-daily oral therapy for this debilitating disease and reinforce the distinctive mechanistic benefits of dual TYK2/JAK1 inhibition for highly inflammatory autoimmune diseases with multiple pathogenic cytokines, such as non-infectious uveitis.”
“The NEPTUNE study was designed to minimize likelihood of false signals of benefit, by tapering patients with active disease from 60 mg/day of prednisone to 0 mg/day in just six weeks, more than twice as fast as steroid tapers in precedent studies,” said Ben Zimmer, CEO of Priovant. “Against that backdrop, we are thrilled to see a failure rate of only 29% in the brepocitinib 45 mg arm, better than any precedent study was able to achieve even with more lenient tapers. The magnitude and consistency of dose-dependent benefit across multiple independent measurements of inflammation, visual acuity, and macular edema give us high confidence heading into Phase 3. The results further point to a potentially highly differentiated product profile for brepocitinib in NIU—an orphan indication with high prevalence, severe morbidity, and few other therapies approved or in development.”
Priovant intends to initiate a Phase 3 program in NIU in the second half of calendar year 2024. The company would like to thank all of the investigators and patients who participated in the NEPTUNE study.
The ongoing Phase 3 study evaluating brepocitinib in dermatomyositis is expected to be fully enrolled in the third calendar quarter of 2024, with data expected in calendar year 2025.
Share Repurchase Program & Sumitomo Pharma Repurchase
Roivant’s board of directors has authorized a common share repurchase program, allowing for repurchases of Roivant common shares in an aggregate amount of up to $1.5 billion. The repurchase program will be funded with available cash and cash equivalents on hand and does not have an expiration date. The timing and total amount of common shares to be repurchased will depend on several factors, including the market price of the company’s common shares, general business, macroeconomic and market conditions, and other investment opportunities. Under the repurchase program, purchases may be conducted through open market transactions, tender offers or privately negotiated transactions, including the use of trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Pursuant to the share repurchase program, on April 2, 2024, Roivant entered into a share repurchase agreement with Sumitomo Pharma to repurchase all 71,251,083 common shares held by Sumitomo Pharma at a purchase price per share of $9.10, for an aggregate purchase price of approximately $648.4 million. The repurchase transaction with Sumitomo Pharma is expected to close on or about April 4, 2024.
The repurchase program may be suspended or discontinued at any time. There can be no assurances as to how many additional common shares the company will repurchase under the program, if any, or at what prices any purchases will be made.
Investor Call
An investor call and webcast will be held at 8 a.m. EDT on April 2, 2024, to discuss the Phase 2 NEPTUNE study results for brepocitinib in NIU and Roivant’s share repurchase program. To access the conference call by phone, please register online using this registration link. The presentation and webcast details are also available under “Events & Presentations” in the Investors section of the Roivant website at https://investor.roivant.com/news-events/events. The archived webcast will be available on Roivant’s website after the conference call.
About Priovant
Priovant Therapeutics is a biotechnology company dedicated to developing novel therapies for autoimmune diseases with high morbidity and few available treatment options. The company’s lead asset is brepocitinib, a dual selective inhibitor of TYK2 and JAK1. Through dual TYK2/JAK1 inhibition, brepocitinib is able to distinctively suppress key cytokines linked to autoimmunity—including type I IFN, type II IFN, IL6, IL12, and IL23—with a single, targeted therapy. Brepocitinib has generated positive data in seven Phase 2 studies with oral once-daily administration. Brepocitinib is currently being evaluated in a Phase 3 program for dermatomyositis and is entering a Phase 3 program for non-infectious uveitis.
About Roivant
Roivant is a commercial-stage biopharmaceutical company that aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. Today, Roivant’s pipeline includes VTAMA®, a novel topical approved for the treatment of psoriasis and in development for the treatment of atopic dermatitis; batoclimab and IMVT-1402, fully human monoclonal antibodies targeting the neonatal Fc receptor (“FcRn”) in development across several IgG-mediated autoimmune indications; brepocitinib, a novel TYK2/JAK1 inhibitor in late stage development for dermatomyositis, non-infectious uveitis, and other autoimmune conditions, in addition to other clinical stage molecules. We advance our pipeline by creating nimble subsidiaries or “Vants” to develop and commercialize our medicines and technologies. Beyond therapeutics, Roivant also incubates discovery-stage companies and health technology startups complementary to its biopharmaceutical business. For more information, www.roivant.com.
IHTA (3/28/24)
Share Price: $7.52
NAV: $7.95
Discount: 5.47%
Roivant Sciences Set to Join S&P MidCap 400; Sunrun to Join S&P SmallCap 600 (3/26/24)
NEW YORK, March 26, 2024 /PRNewswire/ -- Roivant Sciences Ltd (NASD:ROIV) will replace Sunrun Inc. (NASD:RUN) in the S&P MidCap 400, and Sunrun will replace PGT Innovations Inc. (NYSE:PGTI) in the S&P SmallCap 600 effective prior to the opening of trading on Monday, April 1. MITER Brands is acquiring PGT Innovations in a transaction expected to be completed on or about March 28 pending final conditions.
Algonquin Comments on Starboard Value Director Nominations (3/22/24)
OAKVILLE, ON, March 22, 2024 /PRNewswire/ - Algonquin Power & Utilities Corp. ("Algonquin" or the "Company") (TSX: AQN) (NYSE: AQN) today issued the following statement regarding the director nominations submitted by Starboard Value LP (together with its affiliates, "Starboard") to stand for election to the Algonquin Board of Directors at the Company's 2024 Annual General Meeting of Shareholders (the "Annual Meeting"):
Algonquin maintains open communications with its shareholders and appreciates constructive input that advances its goal of enhancing shareholder value. The Company is making important progress executing on its key initiatives, including pursuing a sale of its renewable energy business, continuing its search process for a permanent CEO and repositioning the Company towards a more efficient operating profile and a simplified strategy for the future.
The Corporate Governance Committee of Algonquin's Board will review the proposed nominees in accordance with the Company's guidelines. The Board will present its formal recommendation with respect to the election of directors in the Company's management information circular, to be filed with Canadian securities regulatory authorities and the Securities and Exchange Commission and delivered to shareholders eligible to vote at the 2024 Annual Meeting of Shareholders.
Algonquin shareholders are not required to take any action at this time.
J.P. Morgan is serving as financial advisor to Algonquin and Blake, Cassels & Graydon LLP and Weil, Gotshal & Manges LLP are serving as legal counsel.
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity.
AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares, Series 2019-A subordinated notes and equity units are listed on the New York Stock Exchange under the symbols AQN, AQNB, and AQNU, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
https://www.prnewswire.com/news-releases/algonquin-comments-on-starboard-value-director-nominations-302096803.html
Starboard Value Nominates Three Highly Qualified and Independent Candidates for Election to Algonquin Power’s Board of Directors (3/22/24)
NEW YORK--(BUSINESS WIRE)--Starboard Value LP (together with its affiliates, “Starboard” or “we”) is the largest shareholder of Algonquin Power & Utilities Corp. (NYSE: AQN) (TSE: AQN) (“Algonquin” or the “Company”) with an ownership stake of approximately 9.0%. Today, Starboard announced that it has nominated three highly qualified candidates (the “Starboard Nominees”) for election to the Company’s Board of Directors (the “Board”) at the 2024 Annual General Meeting of Shareholders (the “Annual Meeting”), which has been scheduled for June 4, 2024. The Starboard Nominees are Brett Carter, Chris Lopez and Rob Schriesheim.
In connection with its nominations, Starboard sent the below letter to the members of the Board.
March 21, 2024
Board of Directors
Algonquin Power & Utilities Corp.
354 Davis Road
Oakville, Ontario
Canada L6J 2X1
Dear Members of the Board,
As you know, Starboard Value LP (together with its affiliates, “Starboard”) is the largest shareholder of Algonquin Power & Utilities Corp. (“Algonquin” or the “Company”), with an ownership stake of approximately 9.0%. We have spent a significant amount of time with certain members of the Board of Directors (the “Board”) and management over the past year. After substantial work on our part, the Company has made several important changes, such as a Chief Executive Officer change and initiating a strategic review that has not yet yielded a positive result. However, this has not been an easy engagement, with certain influential members of the Board impeding progress and the majority of the Board either passive or complicit.
Algonquin is at a critical juncture – it is currently in the process of selecting its next CEO and is exploring a sale of its Renewable Energy Group (the “Unregulated Renewables” business). It is therefore essential that Algonquin have directors with the expertise, fresh perspective and shareholder-focused mindset to properly evaluate what may be a wide range of strategic options.
Unfortunately, the current Board has a long history of making value-destructive decisions. This is most clearly evidenced by the Board’s poor succession planning around former CEO Ian Robertson’s departure, the pursuit of the Kentucky Power acquisition (which, thankfully, was terminated because it could not receive regulatory approval), and careless management of the Company’s balance sheet, which led to a material reduction in the dividend. As a result, Algonquin’s stock has drastically underperformed its peers.1
Given the critical decisions and processes currently underway to recruit the next CEO and explore a sale of the Unregulated Renewables business, we have urged Board leadership for the better part of a year to work with us to refresh the Board with highly credentialed directors, including shareholder representatives and directors with relevant expertise unburdened by the poor decisions of the past. Unfortunately, these conversations with the Board have only confirmed our strong view that substantial change is necessary.
Therefore, we delivered a notice to the Company nominating highly-qualified director candidates for election at the upcoming Annual General Meeting of Shareholders, which the Company recently scheduled for June 4, 2024. At the meeting, we will be seeking to remove several long-serving directors with a history of presiding over some of the Company’s most value-destructive decisions and replace them with new highly-qualified directors who we believe would add substantial experience in best-in-class utility operations and complex financial and business transformations, and who bring a shareholder-focused mindset. Importantly, our proposed nominees would be acutely focused on smooth execution of the Unregulated Renewables and Atlantica processes, and would not, in any way, interfere with a value accretive transaction. To be clear, we are NOT looking to remove interim-CEO Chris Huskilson from his position as interim-CEO or from the Board.
We remain open to a constructive resolution, but our engagement with the Company over the past year has proven to us that new Board leadership is urgently required. We look forward to working with the Board and management to renew and strengthen the Board to oversee the Company’s exciting transformation.
Sincerely,
Jeffrey C. Smith
Managing Member
Starboard Value LP
Biographies of Starboard Nominees
Brett C. Carter most recently served as the Executive Vice President and Group President, Utilities and Chief Customer Officer of Xcel Energy Inc. (NASDAQ: XEL) (“Xcel”), a major U.S. electric and natural gas delivery company, from March 2022 to October 2023. He served as Xcel’s Executive Vice President and Chief Customer and Innovation Officer from May 2018 to March 2022. Prior to that, Mr. Carter served as Senior Vice President and Shared Services Executive, Global Technology and Operations, at Bank of America Corporation (NYSE: BAC) (“BAC”), a global financial services firm, from October 2015 to May 2018, and as Senior Vice President and Chief Operating Officer, Global Technology and Operations, at BAC from March 2015 to October 2015. Before joining BAC, Mr. Carter held several leadership roles at Duke Energy Corporation (NYSE: DUK) (“Duke”), a major U.S. energy company, from 2005 to 2015, including most recently as Senior Vice President and Chief Distribution Officer, Duke Energy Operations, from 2013 to March 2015. Prior to that, he served as President, Duke Energy Carolinas, as Senior Vice President, Customer Origination and Customer Service, and Vice President, Residential and Small Business Customers at Duke. Mr. Carter currently serves as a director of Graco Inc. (NYSE: GGG), a multi-national manufacturing company, since February 2021. Mr. Carter holds a B.S. in accounting from Clarion University of Pennsylvania and an MBA with a concentration in marketing from the University of Pittsburgh. He also completed the Harvard Business School Advanced Management Program.
Christopher Lopez currently serves as Executive Vice President, Chief Financial and Regulatory Officer at Hydro One Limited (TSX: H) (“Hydro One”), an electricity transmission and distribution company, since April 2023. Mr. Lopez joined Hydro One in 2016 and served as its Chief Financial Officer from May 2019 to April 2023, Acting Chief Financial Officer from September 2018 to May 2019 and Senior Vice President, Finance, from 2016 to 2018. Prior to that, Mr. Lopez served as Vice President, Corporate Planning and Mergers & Acquisitions at TransAlta Corporation (TSX: TA) (“TransAlta”), a clean energy solutions company, from 2011 to 2015, as Director of Operations Finance at TransAlta from 2007 to 2011, and in various senior financial roles with TransAlta from 1999 to 2007. At the start of his career, he worked as a financial accountant following the completion of the Graduate Leadership Development Program, with Rio Tinto Group. Mr. Lopez received a Bachelor of Business degree from Edith Cowan University in Australia, and he holds a Chartered Accountant designation. He is a Graduate member of the Australian Institute of Company Directors and has completed the CFO Leadership Program at Harvard Business School.
Robert A. Schriesheim is a multiple time public company director, CFO and corporate strategist who is an expert in restructuring and complex financial transactions. Mr. Schriesheim is currently the Lead Independent Director and Chair of the Audit Committee at Houlihan Lokey, Inc. (NYSE: HLI), a global investment bank, and serves on the board of directors of Skyworks Solutions, Inc. (NASDAQ: SWKS), a leading semiconductor products design and manufacturing company. Mr. Schriesheim has served as chairman of Truax Partners LLC, a consulting firm, since 2018, through which he partners with, and advises, boards, CEOs and institutional investors while serving as a director of public and private companies undergoing complex transformations. From 2018 until 2021, he served as a director of Frontier Communications Corporation (formerly NASDAQ: FTR) (n/k/a Frontier Communications Parent, Inc. (NASDAQ: FYBR)), a provider of communications services (“Frontier”), where he served as a member of the Audit Committee and as chairman of the Finance Committee, overseeing Frontier’s financial restructuring and reorganization, including its emergence from Chapter 11 in 2021. Mr. Schriesheim previously served as the Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (formerly NASDAQ: SHLD), an American holding company, from 2011 until 2016, and as the Chief Financial Officer of Hewitt Associates, Inc. (formerly NYSE: HEW), a global human resources consulting and outsourcing company, from 2010 until its sale in 2010. From 2006 to 2009, he served as Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (formerly NASDAQ: LWSN), an ERP software provider and as a board member from 2006 until its sale in 2011. Prior to that, he was affiliated with ARCH Development Partners, LLC, a seed stage venture capital fund and earlier he held executive positions at Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen and Brooke Group Ltd. From 2015 until its sale in 2019, he served as a director of NII Holdings, Inc. (formerly NASDAQ: NIHD), a wireless communications company. From 2018 to 2018, he also served as a director of Forest City Realty Trust, Inc. (formerly NYSE: FCE.A), a real estate investment trust, and served as the chair of its audit committee until its sale to Brookfield Asset Management. From 2007 until its sale in 2009 he served as a director, including as Co-Chairman, of MSC Software (NASDAQ: MSCS), a provider of simulation software and from 2004 until its sale in 2007 he served as a director of Dobson Communications (NASDAQ: DCEL), a rural cellular provider. He also currently serves as an Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business concentrating in the area of corporate governance. Mr. Schriesheim earned an AB in Chemistry from Princeton University and an M.B.A. from the University of Chicago Booth School of Business.
About Starboard Value LP
Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.
Information in Support of Public Broadcast Solicitation
Starboard is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Starboard, and not by or on behalf of the management of Algonquin. The participants in the solicitation are anticipated to be Starboard Value and Opportunity Master Fund III LP, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard X Master Fund II LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard G Fund, L.P., Starboard Value G GP, LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Peter A. Feld, Jeffrey C. Smith (which persons are collectively referred to in this section as “Starboard”), and the Starboard Nominees. The address of Algonquin is 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1.
Starboard has filed this news release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 – Information Circular in respect of the Starboard Nominees, as required by section 9.2(6) of NI 51-102, on Algonquin’s company profile on SEDAR+ at www.sedarplus.ca.
In connection with the Annual Meeting, Starboard may file a dissident information circular in due course in compliance with applicable securities laws and intends to solicit proxies primarily by mail, but proxies may also be solicited personally by telephone, e-mail or other electronic means, as well as by newspaper or other media advertising or in person, by Starboard, certain of its members, partners, directors, officers and employees, the Starboard Nominees or Starboard’s agents, including a third party proxy solicitation agent and tabulation agent to assist with Starboard’s solicitation and to provide certain advisory and related services. Such solicitation agent has not yet been retained by Starboard. It is expected that, upon engagement of such agent, such agent’s responsibilities will include advising Starboard on governance best practices, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, advising with respect to meeting and proxy protocol, developing and implementing shareholder communication and engagement strategies, mailing of the Annual Meeting materials and vote tabulation. Starboard will pay such agent a fee to be determined, plus related expenses. In addition, Starboard may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of Starboard and its affiliates or other persons who solicit proxies on behalf of Starboard will do so for no additional compensation.
The costs incurred in the solicitation will be borne by Starboard. However, to the extent permitted under applicable law, Starboard may seek reimbursement from Algonquin for Starboard’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the Annual Meeting.
Although no forms of proxy have been provided at this time, a registered holder of common shares of Algonquin that gives a proxy may revoke it by: (a) completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Starboard, or as otherwise provided in the applicable information circular; (b) depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be (i) at the registered office of Algonquin at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement thereof is to be held, or (ii) with the chairman of the Annual Meeting prior to its commencement on the day of the Annual Meeting or any adjournment or postponement thereof; or (c) revoking their proxy in any other manner permitted by law.
Although no forms of proxy have been provided at this time, a non-registered holder of common shares of Algonquin will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting.
To the knowledge of Starboard, none of Starboard, or any of its partners, managing members, directors or officers or any of its associates or affiliates, nor any of the Starboard Nominees or their respective associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Algonquin's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Algonquin or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise and subject to Algonquin disclosing the matters proposed to be acted on at the Annual Meeting, in any matter proposed to be acted on at the Annual Meeting, other than the election of directors to the Board or the appointment of the auditors.
_____________________________________
1Source: Capital IQ. Market data as of March 20, 2024. Performance is measured as total shareholder return adjusted for dividends across a 1Y, 3Y, and 5Y period for AQN vs. the average of its Regulated utility peer group. Regulated utility peer group includes AEE, AGR, AEP, CMS, CNP, CU, D, DTE, DUK, ED, EMA, ES, FTS, H, LNT, NEE, PNW, SO, SR, SRE, WEC, and XEL. Starboard has identified the aforementioned peers as the relevant peer set. Starboard believes these peers provide appropriate peer comparisons and align with the Company’s self-selected peer set as of its January 12, 2023 Investor Update presentation. This determination is subject to a certain degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.
https://www.businesswire.com/news/home/20240321229237/en/
Summit Midstream Partners, LP Announces Sale of Utica Position for $625 Million (3/22/24)
Concludes Strategic Alternatives Process; Plans to Seek Approval from Unitholders to Convert to a C-Corp
HOUSTON, March 22, 2024 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) ("Summit", "SMLP" or the "Partnership") announced today the sale of Summit Midstream Utica, LLC, which includes its approximately 36% interest in Ohio Gathering Company, LLC ("OGC"), approximately 38% interest in Ohio Condensate Company, LLC ("OCC", collectively with OGC, "Ohio Gathering") and wholly owned Utica assets (collectively, "Utica Position") to a subsidiary of MPLX LP ("MPLX") for $625 million in cash (the "Utica Divestiture").
This transaction is the culmination of the comprehensive strategic review process undertaken by the Summit Board of Directors (the "Board"), in consultation with external advisors, that was publicly announced on October 3, 2023. As part of this process, the Board considered a wide range of opportunities to maximize value for unitholders, including an outright sale of Summit and other divestiture and partnership-level transactions. The Utica Divestiture and conclusion of the strategic review were unanimously approved by the Board. The Board and management team have completed their active process, but will remain open to all potential value-enhancing transactions.
In connection with the Company's strategic review, the Board also evaluated various corporate structures to determine how to drive the greatest long-term value for unitholders. The Board believes converting to a C-Corp positions the Company to maximize value by enhancing trading liquidity, greatly expanding the universe of potential investors and optimizing the long-term tax consequences to unitholders. The Board and management plan to seek approval from Summit unitholders to convert the Partnership to a C-Corp at a Special Meeting later this year. Summit expects to file a proxy statement to provide unitholders with additional information about the rationale and benefits of the C-Corp conversion in advance of the Special Meeting.
Transaction Highlights
- Delivers significant value and dramatically improves credit profile and financial flexibility
- Reduces Summit's current net leverage by 1.5x to sub-4.0x, furthering progress toward achieving 3.5x net leverage target
- Increases liquidity with undrawn $400 million credit facility and more than $325 million of unrestricted cash
- Shifts Summit's portfolio to approximately 55% crude oil-oriented basins
- Accelerates timing of potential preferred equity and common equity distributions
- Positions Summit to continue to fund and execute on organic growth projects including further commercialization of Double E and potential synergistic bolt-on acquisitions, primarily in its Rockies segment
- Enables Summit to further reduce cost of capital in elevated interest rate environment
- Revised pro forma 2024 Adjusted EBITDA guidance of $185 million to $220 million1
Management Commentary
Heath Deneke, President, Chief Executive Officer, and Chairman, commented, "We are pleased to announce this compelling transaction with MPLX, which is the result of a thorough strategic review, and generates substantial value creation opportunities for our unitholders. MPLX has been a great joint venture partner and operator of the OGC and OCC assets since Summit entered the Utica Shale in 2014 and we thank both MPLX and our valued Summit employees for their hard work and dedication to the partnership and producer customers in the region.
As we evaluate the strategic and commercial opportunities for our existing assets, we believe there are several value optimizing strategies to pursue to further build scale, particularly in our Permian and Rockies segments. We continue to believe in the sizeable growth potential of the Delaware Basin and expect to further commercialize Double E's available pipeline capacity. We are confident there are additional commercial opportunities, similar to the recently announced Janus Processing Plant connection, that will continue to drive incremental free cash flow and the value of the pipeline. Further, we believe the DJ Basin and Williston Basin remain fragmented with a sizeable opportunity to pursue value-accretive and synergistic bolt-on acquisitions and organic growth opportunities. With a more focused portfolio and improved credit profile following completion of the transaction, we will be even better positioned to pursue those opportunities, expanding our footprint and service offerings in those regions. We also believe the transaction accelerates our ability to potentially resume preferred and common equity distributions in the near future as we rebuild scale and achieve our longer-term net leverage targets."
Utica Position Overview
Summit Utica: The Summit Utica system is a natural gas gathering system located in Belmont and Monroe counties in southeastern Ohio and serves producers targeting the dry-gas reserves of the Utica and Point Pleasant shale formations. The Summit Utica system gathers and delivers natural gas, primarily under long-term, fee-based gathering agreements, which include acreage dedications.
Ohio Gathering: Ohio Gathering comprises a natural gas gathering system and condensate stabilization facility located in the Utica Shale in southeastern Ohio. The gathering system spans the condensate, liquids-rich and dry-gas windows of the Utica Shale for multiple producers that are targeting production from the Utica and Point Pleasant shale formations across Belmont, Monroe, Guernsey, Harrison and Noble counties in southeastern Ohio. Substantially all gathering services on the Ohio Gathering system are provided pursuant to long-term, fee-based gathering agreements.
Advisors
RBC Capital Markets, LLC served as financial advisor for the Utica Transaction and Locke Lord L.L.P. served as legal advisor to Summit.
About Summit Midstream Partners, LP
SMLP is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering, processing and transportation services pursuant to primarily long-term, fee-based agreements with customers and counterparties in five unconventional resource basins: (i) the Appalachian Basin, which includes the Marcellus shale formation in West Virginia; (ii) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iv) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (v) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity method investment in Double E Pipeline, LLC, which provides interstate natural gas transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMLP is headquartered in Houston, Texas.
https://www.prnewswire.com/news-releases/summit-midstream-partners-lp-announces-sale-of-utica-position-for-625-million-302097059.html
Cummins Announces Final Results of Exchange Offer and Finalizes Separation of Atmus Filtration Technologies Inc. (3/18/24)
Today, Cummins Inc. (NYSE: CMI) (“Cummins”) announced the final results of its previously announced offer to its shareholders to exchange their shares of Cummins common stock for shares of Atmus Filtration Technologies Inc. (NYSE: ATMU) (“Atmus”) common stock owned by Cummins. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on March 13, 2024.
Pursuant to the exchange offer, Cummins has accepted 5,574,051 shares of Cummins common stock in exchange for 67,054,719 shares of Atmus common stock.
Because the exchange offer was oversubscribed, Cummins accepted only a portion of the shares of its common stock that were validly tendered and not properly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned fewer than 100 shares of Cummins common stock, or an “odd-lot,” who validly tendered all of their shares, were not subject to proration, in accordance with the terms of the exchange offer. All shares validly tendered by eligible “odd-lot” shareholders were accepted. The final proration factor of 6.99255200% was applied to all other validly tendered shares of Cummins common stock that were subject to proration to determine the number of such shares that were accepted.
Following completion of the exchange offer, Cummins did not retain any outstanding shares of Atmus common stock.
“Through this final separation, we are pleased to bring the greatest value to both Cummins and Atmus shareholders,” said Jennifer Rumsey, Chair and Chief Executive Officer of Cummins. “Cummins will continue its focus on advancing innovative power solutions, while Atmus is now well positioned to advance its filtration technologies, grow into new markets, and help both existing and new customers be successful. We are proud of our employees’ hard work and all who were involved to ensure a successful separation, and we are excited to see what the future holds for both Cummins and Atmus.”
Based on the final count by the exchange agent, Broadridge Corporate Issuer Solutions, LLC, the final results of the exchange offer are as follows:
Total number of shares of Cummins common stock validly tendered and not validly withdrawn: 65,176,180
Shares tendered that were subject to proration: 64,081,568
“Odd-lot” shares tendered that were not subject to proration: 1,094,612
Total number of shares of Cummins common stock accepted: 5,574,051
Shares of Cummins common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly. In addition, the exchange agent will promptly credit shares of Atmus common stock for distribution in the exchange offer in book-entry form to accounts maintained by the Atmus transfer agent for tendering shareholders whose shares of Cummins common stock were accepted in the exchange offer. Cash in lieu of fractional shares of Atmus common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as dealer managers for the exchange offer.
About Cummins
Cummins Inc., a global power leader, is a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions. Headquartered in Columbus, Indiana, Cummins employs approximately 75,500 people committed to powering a more prosperous world. It operates a robust distribution and support network in more than 190 countries and territories. Cummins reported net sales of approximately $34.1 billion for the year ended December 31, 2023.
https://www.businesswire.com/news/home/20240318925736/en/
I like doing math!🤑
Nuveen Intermediate Duration Quality Municipal Term Fund Liquidating Trust Announces Distribution (3/13/24(
NEW YORK, March 13, 2024 –Nuveen Intermediate Duration Quality Municipal Term
Fund Liquidating Trust has announced a special distribution. The liquidating trust will make the
following cash distribution, payable to unitholders on March 13, 2024: $0.1676
The distribution is being paid in connection with the acquisition of Energy Harbor Corp. by
Vistra Corporation in exchange for cash and shares in a subsidiary called Vistra Vision. The trust
is distributing cash to unitholders and intends to make ongoing efforts to dispose of the
securities of Vistra Vision held in the trust. Upon disposition of all Vistra Vision holdings, the
liquidating trust will make a final cash distribution to unitholders and the trust will proceed to
terminate.
The liquidating trust is a grantor trust for federal income tax purposes and is expected to issue
tax statements annually. Unitholders should refer to their yearend grantor trust statement for
the specific tax characterization of the special distribution announced today and any subsequent
distributions. Nominee trustees have a responsibility to deliver tax reporting documents to their
clients. Nuveen does not provide tax advice. Unitholders should consult a professional tax
advisor regarding their specific tax situation.
https://documents.nuveen.com/Documents/Nuveen/Default.aspx?uniqueId=9bbc6d35-34c6-4516-ac50-68d9f955d2a9
Nuveen Intermediate Duration Municipal Term Fund Liquidating Trust Announces Distribution (3/13/24)
NEW YORK, March 13, 2024 –Nuveen Intermediate Duration Municipal Term Fund
Liquidating Trust has announced a special distribution. The liquidating trust will make the
following cash distribution, payable to unitholders on March 13, 2024: $0.6045
The distribution is being paid in connection with the acquisition of Energy Harbor Corp. by
Vistra Corporation in exchange for cash and shares in a subsidiary called Vistra Vision. The trust
is distributing cash to unitholders and intends to make ongoing efforts to dispose of the
securities of Vistra Vision held in the trust. Upon disposition of all Vistra Vision holdings, the
liquidating trust will make a final cash distribution to unitholders and the trust will proceed to
terminate.
The liquidating trust is a grantor trust for federal income tax purposes and is expected to issue
tax statements annually. Unitholders should refer to their yearend grantor trust statement for
the specific tax characterization of the special distribution announced today and any subsequent
distributions. Nominee trustees have a responsibility to deliver tax reporting documents to their
clients. Nuveen does not provide tax advice. Unitholders should consult a professional tax
advisor regarding their specific tax situation.
https://documents.nuveen.com/Documents/Nuveen/Default.aspx?uniqueId=45648daf-01d2-4c6a-8f8f-0aa3b680db3a
Cummins Announces Final Exchange Ratio of 12.0298 in Split-Off of Atmus Filtration Technologies Inc. (3/11/24)
Today, Cummins Inc. (NYSE: CMI) (“Cummins”) announced the final exchange ratio for its previously announced split-off exchange offer to Cummins shareholders to exchange their shares of common stock of Cummins for shares of common stock of Atmus Filtration Technologies Inc. (NYSE: ATMU) (“Atmus”) currently held by Cummins.
For each share of Cummins common stock that is validly tendered and not properly withdrawn by shareholders and that is accepted by Cummins pursuant to the exchange offer, Cummins will deliver 12.0298 shares of Atmus common stock to or at the direction of any such tendering shareholder.
Based on the final exchange ratio, Cummins currently expects to accept for exchange approximately 5,574,051 shares of Cummins common stock if the exchange offer is fully subscribed. Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of shares of Cummins common stock that Cummins accepts in the exchange offer may be less than the number of shares validly tendered by Cummins shareholders.
The exchange offer is currently scheduled to expire at 12:00 midnight, New York City time, at the end of the day on March 13, 2024, unless terminated or extended.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the dealer managers for the exchange offer.
About Cummins
Cummins Inc., a global power leader, is a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions. Headquartered in Columbus, Indiana, Cummins employs approximately 75,500 people committed to powering a more prosperous world. It operates a robust distribution and support network in more than 190 countries and territories. Cummins reported net sales of approximately $34.1 billion for the year ended December 31, 2023.
https://www.businesswire.com/news/home/20240311061899/en/
Retail Investors Could Make $2,000 on Cummins Exchange Offer. Here’s How. (3/08/24)
Story by Andrew Bary
An exchange offer by Cummins, the diesel engine maker, for shares in Atmus Filtration Technologies allows small investors to fully participate and potentially make about $2,000 on the trade in the next week or so.
The $1.5 billion exchange offer, which expires on March 13, is appealing because Cummins investors will be able to swap their shares for Atmus at a 7% discount, subject to certain conditions. That means a Cummins holder would get $107.53 of Atmus stock for every $100 of Cummins stock tendered, according to Cummins.
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Cummins shares were up 1.8% to $271.02 Friday, while Atmus was down 2.2% to $23.60. The S&P 500 was down 0.5%.
The offer is expected to be oversubscribed, resulting in a proration, meaning participating Cummins holders likely will get just a fraction of their shares exchanged for Atmus stock. The proration is expected to be about 10%, meaning a Cummins holder who wants to swap 1,000 shares may get only 10% of that stake, or 100 shares, exchanged for Atmus.
There is, however, a so-called odd-lot exception to the proration. Small investors who hold less than 100 shares of Cummins and tender their entire investments won’t be subject to proration. This is similar to what occurred in Johnson & Johnson’s exchange offer for Kenvue last summer.
This can allow investors to buy 99 shares of Cummins and fully participate in the tender.
Here is some rough potential math. An investor could buy 99 shares of Cummins for about $26,700 and then participate in the tender. The holder stands to get $107.53 for every $100 of Cummins stock tendered, or about $28,700. That is a profit of around $2,000.
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However, an S-4 filing states that those who hold less than 100 shares, but don’t fully tender all their stock, will be subject to proration.
What are the risks? Atmus stock could fall between the time the investor buys the Cummins stock and when the investor gets the Atmus shares, which should occur in the next two weeks or so. There also is a cap of about 13.4 on the number of Atmus shares that Cummins will pay out. The current ratio is below that cap at around 12.
The ratio will be set based on volume weighted average price of Cummins and Atmus stock on March 7, 8, and 11. The pricing information is updated daily on a website.
While the tender deadline is March 13, individual brokerage firms have their own deadlines for retail clients. For Schwab (and TD Ameritrade) customers, the deadline is March 11. Schwab customers could purchase the stock Friday (for settlement Tuesday) and be able to participate in the tender process.
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For clients of Fidelity Investments, the deadline is March 12, with Fidelity handling tenders on March 13 on a best-efforts basis by 2 p.m. Eastern.
Atmus makes filters for trucks, heavy equipment, trains, and other applications. It was taken public in May 2023, when 19.5% of the company, or 16.2 million shares, were issued at $19.50 a share and Cummins retained 80.5%, or 67 million shares. Those 67 million shares will be swapped in the exchange offer.
Atmus is an inexpensive stock relative to other filtration companies such as Donaldson. Its stock trades for about 10 times projected 2024 earnings, based on the company’s guidance of $2.10 to $2.35 in profit this year.
https://www.msn.com/en-us/money/markets/retail-investors-could-make-2-000-on-cummins-exchange-offer-here-s-how/ar-BB1jzErP
Odyssey Marine Exploration, Inc. received a letter from the International Centre for Settlement of Investment Disputes relating to the claim of Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., a subsidiary of Odyssey together with Odyssey, the against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (3/08/24)
The letter advised the Claimant that the Tribunal “has continued to make progress in finalizing its determinations” and that it “expects to render the Award in the second quarter of this year.”
Gyrodyne Announces Closing of Successful, Oversubscribed Rights Offering (3/08/24)
ST. JAMES, N.Y., March 08, 2024 (GLOBE NEWSWIRE) -- Gyrodyne, LLC (NASDAQ: GYRO) (the "Company" or "Gyrodyne"), an owner and manager of a diversified portfolio of real estate properties, today announced the successful closing of its previously announced rights offering (the "Rights Offering") for shares of the Company's limited liability company interests ("Common Shares"). Pursuant to the terms of the Rights Offering, all 625,000 of the Common Shares offered in the Rights Offering were purchased at $8 per share, generating $5 million in gross proceeds to the Company (approximately $4.4 million net of costs).
The subscription period for the Rights Offering expired at 5:00 p.m., New York City time, on March 7, 2024.
The Company is issuing 625,000 shares, the maximum number of shares issuable in the Rights Offering, consisting of 353,164 shares pursuant to the exercise of basic subscription privileges and 271,836 shares pursuant to the exercise of over-subscription privileges. In total, Rights Offering participants subscribed for 1,031,640 shares, exceeding by approximately 65% the 625,000 maximum shares offered in the Rights Offering.
Rights Offering participants who exercised their basic subscription privilege in full requested a total of 678,476 additional shares in the exercise of oversubscription privileges, far exceeding the 271,836 over-subscription shares available. As a result, the available over-subscription shares will be allocated pro rata among the oversubscribing shareholders, with such proration to reflect the proportion that the number available shares bears to the number of requested shares, or approximately 40% of each oversubscription request. Gyrodyne will return to those shareholders who submitted over-subscription requests the full amount of their excess payments. It may take longer for shareholders that own shares in “street name” to receive payment because the subscription agent will return payments through the record holder of such shares (i.e., through the custodian bank, broker, dealer or other nominee).
Rights Offering participants will receive the shares purchased by them in uncertificated book-entry form shortly after the date hereof.
The Company intends to use the net proceeds from the Rights Offering to supplement its cash on hand to ensure it is operating from a position of strength through the duration of the liquidation process to negotiate and enforce purchase agreements and defend its property rights in the Article 78 proceeding brought against Gyrodyne and in any other such proceeding that may arise. The Company also intends to use a portion of the net proceeds on outstanding legal fees that were incurred in opposing an activist shareholder campaign to elect directors and effect policy changes the board believed would not maximize value and would not be in the best interests of Gyrodyne’s shareholders.
For any questions regarding the issuance of shares purchased in the Rights Offering, please contact the Company’s information agent, Mackenzie Partners, toll-free at 800-322-2885 or via email at proxy@mackenziepartners.com.
The issuance of Common Shares in connection with the Rights Offering was made pursuant to the Company's effective registration statement on Form S-1 (Reg. No. 333-276312) on file with the Securities and Exchange Commission.
About Gyrodyne
Gyrodyne, LLC owns and manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties in the New York metropolitan area. The Company owns a 63-acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are the subject of plans to seek value-enhancing entitlements. The Company's common shares are traded on the NASDAQ Capital Market under the symbol GYRO. Additional information about the Company may be found on its web site at www.gyrodyne.com.
https://www.globenewswire.com/news-release/2024/03/08/2843343/0/en/GYRODYNE-ANNOUNCES-CLOSING-OF-SUCCESSFUL-OVERSUBSCRIBED-RIGHTS-OFFERING.html
Excuse me, certain shareholders are responsible for most of those grotesque legal expenses.
It would have been done sooner if litigation hadn’t got in the way (and wasted shareholder money).
Still one pizza. Just smaller slices.
NAV: $1.87 (2/29/24)
No change in the Energy Harbor Corp position.
Bond positions remains at two:
Ohio Air Quality Development Authority, Ohio, Pollution Control Revenue Bonds, FirstEnergy Generation Corporation Project, Refunding Series 2009D, 3.375%, 8/01/29, (Mandatory Put 9/15/21)
Ohio Air Quality Development Authority, Ohio, Pollution Control Revenue Bonds, FirstEnergy Nuclear Generation Project, Refunding Series 2009A, 4.750%, 6/01/33, (Mandatory Put 6/01/22)
https://documents.nuveen.com/Documents/Nuveen/Viewer.aspx?uniqueId=123c6c32-9e8a-4a27-834e-988409fda6e3
NAV: $0.63 (2/29/24)
No change in the Energy Harbor Corp position.
https://documents.nuveen.com/Documents/Nuveen/Viewer.aspx?uniqueId=cd269151-8c60-4852-8b91-d394270469a7
Texas Pacific Land Corporation Announces Three-for-One Stock Split (3/07/24)
Texas Pacific Land Corporation (NYSE: TPL) (the “Company”) today announced that its Board of Directors has approved a three-for-one stock split to be distributed to stockholders as a stock dividend. Each stockholder of record at the close of business on March 18, 2024, will receive two additional shares of common stock of the Company for each share held as of this record date. The new shares will be distributed on March 26, 2024. We expect that trading of the Company’s common stock will begin on a stock-split adjusted basis on March 27, 2024.
About Texas Pacific Land Corporation
Texas Pacific Land Corporation (NYSE: TPL) is one of the largest landowners in the State of Texas with approximately 868,000 acres of land in West Texas, with the majority of its ownership concentrated in the Permian Basin. The Company is not an oil and gas producer, but its surface and royalty ownership allow revenue generation through the entire value chain of oil and gas development, including through fixed fee payments for use of our land, revenue for sales of materials (caliche) used in the construction of infrastructure, providing sourced water and treated produced water, revenue from our oil and gas royalty interests, and revenues related to saltwater disposal on our land. The Company also generates revenue from pipeline, power line and utility easements, commercial leases, and temporary permits related to a variety of land uses including midstream infrastructure projects and hydrocarbon processing facilities.
https://www.businesswire.com/news/home/20240307485320/en/
First Acceptance Corporation Reports Operating Results for the Quarter and Year Ended December 31, 2023 (3/05/24)
NASHVILLE, TN / ACCESSWIRE / March 5, 2024 / First Acceptance Corporation (OTCQX:FACO) today reported its financial results for the quarter and year ended December 31, 2023.
Our 2023 Annual Report can be found at www.otcmarkets.com/stock/FACO/disclosure.
Income before income taxes, for the three months ended December 31, 2023, was $84.0 million, compared with loss before income taxes of $2.4 million for the three months ended December 31, 2022. Net income for the three months ended December 31, 2023, was $62.4 million, compared with net loss of $2.1 million for the three months ended December 31, 2022. Diluted net income per share was $1.62 for the three months ended December 31, 2023, compared with diluted net loss per share of $0.06 for the same period in the prior year.
Income before income taxes, for the year ended December 31, 2023, was $99.0 million, compared with loss before income taxes of $22.0 million for the year ended December 31, 2022. Net income for the year ended December 31, 2023, was $73.9 million, compared with net loss of $17.5 million for the year ended December 31, 2022. Diluted net income per share was $1.92 for the year ended December 31, 2023, compared with diluted net loss per share of $0.46 for the same period in the prior year.
On December 1, 2023, the Company sold its wholly owned subsidiary, Acceptance Insurance Agency of Tennessee, Inc. ("the Insurance Agency"). The Insurance Agency was the retail sales agency operation of the Company, and principally sold non-standard automobile insurance and related products through employee-agents operating from 288 leased retail locations in 13 states. The Company has recognized a gain of $73.0 million on this sale, net of disposals of goodwill and intangible assets and net of transaction and other related costs.
Excluding the gain on sale of the Insurance Agency of $73.0 million, income before income taxes for the year ended December 31, 2023 was $26.0 million compared with loss before income taxes of $22.0 million for the year ended December 31, 2022, and income before income taxes for the three months ended December 31, 2023 was $11.0 million compared with loss before income taxes of $2.1 million for the three months ended December 31, 2022.
The Company's President and Chief Executive Officer, Ken Russell, commented "Following the sale of our retail insurance agency operations on December 1, 2023, our Company began a transition from an automobile insurance carrier with a primarily captive retail-based distribution to a solely independent agent-based distribution. As presented in our 2023 financial statements, this transaction provided the financial benefits of increased stockholder value and both current and future additional statutory surplus for our insurance companies. It has also allowed us to narrow our operational focus to the underwriting results of our insurance companies."
"In connection with our transition and reorganization, I am pleased to announce some organizational changes effective March 1, 2024. Doug Jensen, previously our insurance carrier's Chief Insurance Operations Officer, has been named Chief Operating Officer of First Acceptance Corporation and will manage all day-to-day corporate operations. I will retain the position of President and Chief Executive Officer continuing to strategically direct the Company and provide our executive team with guidance and support. Additionally, Anthony Delaney, previously in-charge of Product and Underwriting for the insurance carrier, has been promoted to Executive Vice President and named the Chief Insurance Operations Officer, replacing Mr. Jensen, and Sarannah McMurtry, the Company's General Counsel, has been promoted to Executive Vice President - General Counsel."
Mr. Russell further commented "We have now seen a full year of favorable impact from our premium rate increases and the moderation of physical damage loss severities. In addition, we have experienced premium and policy growth in both our former retail channel (now part of the independent agent channel) and our existing expanded independent agent channel. We believe that the current market conditions for the Company remain favorable, and we expect these positive trends to continue."
About First Acceptance Corporation
First Acceptance Corporation is an insurance holding company headquartered in Nashville that underwrites non-standard personal automobile insurance through insurance companies known as the First Acceptance Insurance Group.
Additional information about First Acceptance Corporation can be found online at www.firstacceptance.com.
NMCO (3/01/24)
Share Price: $10.58 + 0.11 (1.05%)
NAV: $11.66
Discount: 9.42%
Delaware Supreme Court Affirms Ruling in Favor of Texas Pacific Land Corporation on Litigation Related to Stockholders’ Agreement (2/27/24)
Texas Pacific Land Corporation (NYSE: TPL) (“TPL” or the “Company”) announced today that the Delaware Supreme Court (the “Supreme Court”) affirmed the December 1, 2023 ruling of the Delaware Court of Chancery (the “Court of Chancery”) in favor of TPL in the litigation between the Company and Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P. (collectively, the “Investor Group”), in Horizon Kinetics, LLC, et al. v. Texas Pacific Land Corporation, (C.A. No. 478, 2023) (Del.).
As previously disclosed, on December 1, 2023, the Court of Chancery issued a post-trial decision ruling in favor of the Company. Specifically, the Court of Chancery ruled that under the terms of the June 2020 Stockholders’ Agreement between the Company and the Investor Group, at the Company’s 2022 annual meeting of stockholders, the Investor Group should have voted with the Board’s recommendation on Proposal 4, the Company’s proposal to increase the number of authorized shares of common stock, which has been deemed approved by stockholders. On February 26, 2024, the Supreme Court affirmed the Court of Chancery’s post-trial decision and final judgment in favor of the Company.
About Texas Pacific Land Corporation
Texas Pacific Land Corporation (NYSE: TPL) is one of the largest landowners in the State of Texas with approximately 868,000 acres of land in West Texas, with the majority of its ownership concentrated in the Permian Basin. The Company is not an oil and gas producer, but its surface and royalty ownership allow revenue generation through the entire value chain of oil and gas development, including through fixed fee payments for use of our land, revenue for sales of materials (caliche) used in the construction of infrastructure, providing sourced water and treated produced water, revenue from our oil and gas royalty interests, and revenues related to saltwater disposal on our land. The Company also generates revenue from pipeline, power line and utility easements, commercial leases, and temporary permits related to a variety of land uses including midstream infrastructure projects and hydrocarbon processing facilities.
https://www.businesswire.com/news/home/20240227753042/en/