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HASI - There was a good amount of insider buying around $20-$21 a share in the latter part of August when the 10-year was about a half a percent lower FWIW.
GCT - That's a crazy high margin requirement at Fidelity. It reminds me of the margin requirements when you short something under a buck. If I remember correctly, Interactive Brokers ties up $2.50 of your capital for each share you short under a buck.
GCT - I guess their stance is that they are too legit to quit, and they will leave it at that! That rebuttal ranks right up there with this one:
GCT - GigaCloud sinks after Culper finds 'laughably sparse activity' at warehouses
TheFlyontheWall.com - Sep 28 09:58 EDT
Culper Research announced a short position in GigaCloud Technology, saying the company's business "is a fraction of what it has claimed." GigaCloud claims to run 14 U.S. warehouses, yet the company discloses just 73 employees in the entire U.S., implying just 5 employees per warehouse, Cupler said in a report published on its website. "Simply put, we don't think it's at all possible to profitably run 14 warehouses with over 3.7 million square feet which supposedly distribute hundreds of millions of dollars of furniture with this few people," the firm wrote. Culper found "laughably sparse activity" after staking out GigaCloud's 9 warehouses in its two main east coast and west coast regions. Shares of GigaCloud are down 9% to $8.65 in morning trading. [Reference Link]:[https://img1.wsimg.com/blobby/go/cc91fda7-4669-4d1b-81ce-a0b8d77f25ab/downloads/Culper_GCT_9-28-2023.pdf?ver=1695909089639]
CHS - Low p/e Chico's FAS being acquired at a nice premium:
Chico's FAS, Inc. Enters into Definitive Agreement to Be Acquired by Sycamore Partners for $1 Billion
PR Newswire - Sep 28 07:55 EDT
Chico's FAS Shareholders to Receive $7.60 Per Share in Cash, a 65% Premium to Yesterday's Closing Stock Price
FORT MYERS, Fla., Sept. 28, 2023 /PRNewswire/ -- Chico's FAS, Inc. (NYSE: CHS) ("Company" or "Chico's FAS") today announced that it has entered into a definitive agreement to be acquired by Sycamore Partners, a private equity firm specializing in retail, consumer and distribution-related investments. Upon completion of the transaction, Chico's FAS will become a privately held company.
Under the terms of the agreement, Chico's FAS shareholders will receive $7.60 per share in cash. The per share purchase price represents a 65% premium to the Company's closing stock price on September 27, 2023 (the last trading day prior to the announcement of the transaction).
"Through this investment, we are gaining additional expertise, financial resources and strategic flexibility to fuel the growth of our company and three powerful brands: Chico's, White House Black Market and Soma," said Molly Langenstein, Chico's FAS Chief Executive Officer and President. "Sycamore Partners has an outstanding record in the retail industry in partnering with management teams to help businesses reach even greater levels of success. They share our commitment to providing solutions, building communities and creating memorable experiences to bring women confidence and joy. We look forward to working with the Sycamore Partners team to unlock Chico's FAS's full potential."
Kevin Mansell, Chair of the Chico's FAS Board of Directors, said, "The agreement with Sycamore Partners validates Chico's FAS's leadership as a customer led, product obsessed, digital first company with a strong record of operational excellence. The transaction reflects the Board's commitment to maximizing shareholder value. It provides Chico's FAS shareholders with significant immediate cash value and creates exciting opportunities for employees of the Company and our brands."
"We are pleased to have reached this agreement with Chico's FAS and its Board of Directors. We have long admired the Company's three iconic brands, including Chico's, White House Black Market and Soma," said Stefan Kaluzny, Managing Director of Sycamore Partners. "We look forward to partnering with the Company's more than 14,000 talented associates to grow these brands by continuing to deliver excellent products and service to their devoted customers."
Transaction Details
The transaction, which was approved unanimously by the Chico's FAS Board of Directors, is expected to close by the end of the first calendar quarter of 2024, subject to customary closing conditions and approvals, including approval by Chico's FAS shareholders and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to a financing condition.
The definitive agreement includes a 30-day "go-shop" period that will expire at 11:59 PM ET on October 27, 2023, which permits Chico's FAS and its financial advisor to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the Company does not intend to disclose developments with respect to the "go-shop" process unless and until it determines such disclosure is appropriate or is otherwise required.
Upon completion of the transaction, Chico's FAS common stock will no longer be listed on the New York Stock Exchange.
Advisors
Solomon Partners, L.P. is acting as financial advisor to Chico's FAS, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor.
Kirkland & Ellis LLP is acting as legal advisor to Sycamore Partners.
ABOUT CHICO'S FAS, INC.
Chico's FAS is a Florida-based fashion company founded in 1983 on Sanibel Island, FL. The Company reinvented the fashion retail experience by creating fashion communities anchored by service, which put the customer at the center of everything we do. As one of the leading fashion retailers in North America, Chico's FAS is a company of three unique brands – Chico's®, White House Black Market®, and Soma® – each operating in their own white space, founded by women, led by women, providing solutions that millions of women say give them confidence and joy.
Our Company has a passion for fashion, and each day, we provide clothing, shoes and accessories, intimate apparel, and expert styling in our brick-and-mortar boutiques, digital online boutiques, and through StyleConnect®, the Company's customized, branded, digital styling tool that enables customers to conveniently shop wherever, whenever, and however they prefer.
As of July 29, 2023, the Company operated 1,258 stores in the U.S. and sold merchandise through 58 international franchise locations in Mexico and through two domestic franchise locations in airports. The Company's merchandise is also available at www.chicos.com, www.chicosofftherack.com, www.whbm.com, and www.soma.com.
To learn more about Chico's FAS, please visit our corporate website at www.chicosfas.com. The information on our corporate website is not, and shall not be deemed to be, a part of this press release or incorporated into our federal securities law filings.
ABOUT SYCAMORE PARTNERS
Sycamore Partners is a private equity firm based in New York. The firm specializes in retail, consumer, and distribution-related investments and partners with management teams to seek to improve the operating profitability and strategic value of their business. With approximately $10 billion in aggregate committed capital raised since its inception in 2011, Sycamore Partners' investors include leading endowments, financial institutions, family offices, pension plans and sovereign wealth funds. For more information on Sycamore Partners, visit www.sycamorepartners.com.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
This communication is being made in connection with the proposed transaction involving Chico's FAS, Daphne Parent LLC, and Daphne Merger Sub, Inc. In connection with the proposed transaction, Chico's FAS plans to file a proxy statement and certain other documents regarding the proposed transaction with the Securities and Exchange Commission (the "SEC"). The definitive proxy statement (if and when available) will be mailed to shareholders of Chico's FAS. This communication is not a substitute for the proxy statement or any other document that Chico's FAS may file with the SEC or send to its shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. Before making any voting or investment decision, shareholders are urged to read the proxy statement that will be filed with the SEC (including any amendments or supplements thereto) and any other relevant documents that are filed or will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction. Shareholders will be able to obtain, free of charge, copies of such documents filed by Chico's FAS when filed with the SEC in connection with the proposed transaction at the SEC's website (http://www.sec.gov). In addition, Chico's FAS shareholders will be able to obtain, free of charge, copies of such documents filed by Chico's FAS at Chico's FAS's website (https://chicosfas.com/investors). Alternatively, these documents, when available, can be obtained free of charge from Chico's FAS upon written request to Chico's FAS at 11215 Metro Parkway, Fort Myers, Florida 33966.
PARTICIPANTS IN THE SOLICITATION
Chico's FAS and its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from shareholders of Chico's FAS in connection with the proposed transaction. Information about the Company's directors and executive officers is set forth in the Company's proxy statement for its 2023 Annual Meeting of Shareholders, which was filed with the SEC on May 5, 2023. These documents are available free of charge at the SEC's web site at www.sec.gov and from the Company's website (https://chicosfas.com/investors). Additional information regarding the identity of the participants, and their respective direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction (if and when they become available). You may obtain free copies of these documents using the sources indicated above.
FORWARD-LOOKING STATEMENTS
This communication includes certain disclosures which contain "forward-looking statements" within the meaning of the federal securities laws, including but not limited to those statements related to the proposed transaction, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction. In most cases, words or phrases such as "anticipates," "believes," "confident," "could," "estimates," "expects," "intends," "target," "potential," "may," "will," "might," "plans," "path," "should," "approximately," "our planning assumptions," "forecast", "outlook" and variations or the negative of these terms and similar expressions identify forward-looking statements. These forward-looking statements, including statements regarding the proposed transaction, are based largely on information currently available to our management and our management's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those expressed or implied by such forward-looking statements. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance. There is no assurance that our expectations will occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.
Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion of the proposed transaction on the anticipated terms and timing, including obtaining required shareholder and regulatory approvals, and the satisfaction of other conditions to the completion of the proposed transaction; (ii) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the proposed transaction will harm the Company's business, including current plans and operations, during the pendency of the proposed transaction (iv) the ability the Company to retain and hire key personnel; (v) the diversion of management's time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company's financial performance; (ix) certain restrictions during the pendency of the proposed transaction that may impact the Company's ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or the COVID-19 pandemic, as well as management's response to any of the aforementioned factors; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (xii) those risks and uncertainties set forth under the headings "Forward Looking Statements" and "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the SEC's website at www.sec.gov; and (xiii) those risks that will be described in the proxy statement that will be filed with the SEC and available from the sources indicated above.
These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the proposed transaction. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. the Company does not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.
Chico's FAS Contact:
Julie MacMedan
Chico's FAS, Inc.
(239) 346-4384
julie.macmedan@chicos.com
Lentinman - I'm a little fuzzy on this, but I think he had the firm rule that he would sell half of a position once it doubled. Anyone remember?
MCPH $27.00 + $21.55 - What a huge buyout premium compared to the last closing price, but still less than tangible book value. There is gold in some of these thinly traded, obscure, and overlooked otc companies. Read all about it:
Midland Capital Holdings Corporation Reaches Definitive Agreement to Be Acquired by Investor Group
PR Newswire - Sep 12 01:01 EDT
BRIDGEVIEW, Ill., Sept. 12, 2023 /PRNewswire/ -- Midland Capital Holdings Corporation ("the "Company") (OTC Pink Marketplace: "MCPH"), the holding company of Midland Federal Savings and Loan Association ("Midland Federal" or the "Bank"), a federal savings and loan association headquartered in Bridgeview, Illinois, and Midfed Acquisition Corp. have reached an agreement for the Company and the Bank to be acquired by Midfed Acquisition Corp., a newly formed corporation headed by experienced bank executives and investors.
The merger agreement, which has been unanimously adopted by the boards of the Company and Midfed Acquisition Corp., provides for all-cash merger consideration equal to a percentage of the Bank's capital and the Company's net performing assets at closing, less unaccrued transaction expenses and certain other adjustments.
Based on the Bank's capital as of June 30, 2023 and assuming for estimated transaction costs and other adjustments pursuant to the merger agreement, Company shareholders are currently estimated to receive between $31.00 and $32.50 in cash consideration for each share of Company common stock (the "per share consideration"). The per share consideration ultimately received by shareholders is subject to significant adjustment based on the Bank's capital at closing and could decrease as a result of a variety of factors, including but not limited to the Company's future operating results, transaction costs and the costs to terminate certain of the Company's contracts. As a result, Company shareholders should not assume they will receive between $31.00 and $32.50 per share upon the closing of the transaction.
The transaction is subject to customary closing conditions, including the receipt of federal bank regulatory approvals, and approval of the Company's shareholders. We currently estimate that the transaction will close in the first or second quarter of 2024.
Midland Federal operates from four full service locations in Bridgeview, Homer Glen and Chicago, Illinois. As of June 30, 2023, the Company had $117.6 million in total assets and total equity capital of $10.0 million. The proposed transaction will merge the Company into a wholly owned subsidiary of Midfed Acquisition Corp., with the Company surviving the merger. Upon consummation of the proposed transaction, Midfed Acquisition Corp. will own 100% of the outstanding shares of the Company and its banking subsidiary, Midland Federal. It is expected that Midfed Acquisition Corp. will ultimately merge with and into the Company, with the Company surviving the merger, and the shareholders of Midfed Acquisition Corp. becoming shareholders of the Company.
Kurt Fuchs, the President of Midfed Acquisition Corp., stated, "We wish to thank the current Board of Directors of Midland Federal for the opportunity to expand on the Midland Federal legacy. We are committed as equally as Midland Federal is to the customers and employees, and our investment in the Bank will allow us to expand products of the Bank, enhance technology and enhance community convenience while maintaining an exceptional customer experience."
Paul Zogas, Chief Executive Officer of the Company and the Bank, said, "We believe that Midfed Acquisition Corp.'s investment in the Bank will expand on the product offerings for our customers and community. Our customers will continue to see the same friendly faces they have always seen at Midland Federal. This is an exciting time for Midland Federal, our customers and the communities we serve."
Midland Capital Holdings Corporation and Midland Federal are being advised by Hovde Group, LLC as financial advisor and Luse Gorman, PC as legal counsel. Midfed Acquisition Corp. is being advised by Bank Advisors, Ltd. as financial advisors and Barack Ferrazzano Kirschbaum & Nagelberg LLP as legal counsel.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the estimated per share consideration, the anticipated closing date of the transaction and anticipated future results of the Company and Bank. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, including Midfed Acquisition Corp.'s inability to secure all final regulatory approvals, higher than anticipated transaction costs, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Midland Federal is engaged, changes in the securities markets and other risks and uncertainties.
About Midland Capital Holdings Corporation and Midland Federal Savings and Loan Association
Midland Capital Holdings Corporation has served as the holding company of Midland Federal Savings and Loan Association since 1998. Midland Federal has operated continuously in the Chicago metropolitan area since its founding in 1914. Midland Federal conducts its business from its four full-service offices in Bridgeview, Homer Glen and Chicago, Illinois.
AMC ($10.15 - $3.49) - Getting crushed today on news of another ATM agreement. You gotta feel for the AMC apes after being hoodwinked by AMC management. It really wasn't different this time......at least in the end.
Reseacher, that makes sense to me:
AMRK - There was some interesting trading going on yesterday after hours after they put out their earnings PR. Someone didn't like it and was selling it off pretty hard down into the 33s. I listened to the conference call, and nothing struck me as alarming. It was already down around 17 percent for the last month or so coming into the report. And this came out this morning:
A-Mark Precious Metals price target raised to $66 from $57 at DA Davidson
The Fly - Sep 01 10:10 EDT
DA Davidson raised the firm's price target on A-Mark Precious Metals to $66 from $57 and keeps a Buy rating on the shares. The analyst cites the company's better than expected Q4 results and raised long-term sales and profitability projections, along with the management's continuous efforts in expanding its direct-to-consumer portfolio throughout FY23.
RCMT just got a writeup on SA that I haven't read yet:
https://seekingalpha.com/article/4632331-rcm-technologies-hidden-gem-massive-upside-potential
GTEC - Wow! It finally made a move after being stuck in the mud for what seems like forever. Someone on StockTwits is crediting the move to being named a new #1 on Zack's this morning. I don't know whether or not this would move it, or whether or not it is a new ranking as of this morning.
https://www.zacks.com/stock/research/GTEC/stock-style-scores
TATT - Nice report this morning. Commentary still sounds very positive:
SMID - Definitely a better day to be short than long. Now that they have hired an auditor, I wonder how long it's going to be before they get out their report.
BBW - It traded up $2 above the opening price, so nice opportunity there. They are slightly ahead of their guidance on the pretax income, but they are on the low end of their revenue guidance. The expanding GM is helping them.
When I saw the nice top and bottom line beat of the analyst's numbers, I figured they also handily exceeded the company's guidance, but there was a disconnect there. As long as the consumer holds up, it still looks pretty cheap to me.
BBW - Nice report this morning beating on the top and bottom lines as you noted. It looks cheap. I wonder why the company didn't raise their guidance for the year instead of just reaffirming. Maybe they are just being conservative.
APT - Anyone else notice this has been moving up recently along with MRNA and BNTX? I really hope this isn't a harbinger of another nasty covid wave.
SMID - I read their NT 10-Q again today. It seems a little odd to me. Here is their reason for not filing on time:
HASI - Just picked some up at an average of $19.87. It has been getting beat up pretty good lately. Today after hours a slew of Form 4s were filed. Insiders have been busy scooping up the discounted shares. Do your own due diligence. I don't know much about this company, but with all that insider buying, I'm going to take a shot.
ELTK - In addition there was a one-time dinger this quarter:
GTEC - Another nice quarter reported this morning and management expects demand to remain strong in the 2nd half.
https://www.prnewswire.com/news-releases/greenland-technologies-reports-second-quarter-and-first-half-2023-unaudited-financial-results-301905373.html
AATC - The last dividend announcement was on May 19 with a record date of May 30. Maybe they will announce it today or Monday. I don't see any reason they would stop paying it now. The business seems to be doing great, and with the monies being allocated from the federal Infrastructure Bill you would think that would continue. I know a woman who works for a civil engineering firm, and she told me they are very busy these days.
AATC and PLSDF - A couple of solid otc stocks hitting the 52-week highs list today.
Good one, Nelson! (eom)
HDSN - I'm still holding some. I traded it quite a bit this year. Have a safe flight, and don't forget the little people.
Let's just call it an emerging industry, but the whole world seems to be catching on fire, so an ETF like that without the leverage might be a fine idea. Aren't you supposed to be relaxing on the French Riviera?
jtomm, I think I may have figured out the reason for all the crazy moves in these stocks. This short video clip explains it:
UUU - I bought some, also. There seems to be an iceberg sell order sitting there at $2.40. Hopefully it will be eaten up, and it will move higher.
HDSN - Things that make you go hmmm:
Peer M&A multiple implies Hudson 'significantly undervalued,' says Craig-Hallum
The Fly - Aug 18 09:23 EDT
Craig-Hallum reiterated a Buy rating and $12 price target on Hudson Technologies after A-Gas, its largest competitor, had a majority stake purchased by TPG. The firm believes this illustrates two primary points, namely that Hudson's valuation at under $500M is attractive on an absolute and relative basis, and that there is growing interest from strategic and financial investors to gain exposure to refrigerant lifecycle management.
UUU - That's what I noticed. The net margin did the ole shrinko for whatever reason.
SILC - Michael, I don't follow it that closely, so I really don't have an opinion. I did buy a little for a trade this morning, but it's not doing much so far.
If you look at a long-term chart, SILC has been a real success story trading for less than a buck in 2003.
I've noticed a few infrastructure companies on the new highs list recently. They seem to be in vogue.
SMID eked out a slim profit last quarter, and now they will be posting a loss. I agree that they need to do a little better to support that $23 stock price. The last earnings PR sounded pretty optimistic to me.......not indicative of a bad quarter on the way.
SMID - To report a loss when they report. From the NT 10-Q:
Based on preliminary results, not reviewed by an independent registered public accounting firm, for the three and six months ended June 30, 2023, an increase in revenues over the comparable prior periods is expected to be reported. Due to higher cost of goods sold as a percentage of revenue and an increase in general and administrative expenses, a loss is expected to be reported for the three and six month periods ended June 30, 2023.
Investor's Hub does have a mobile app. Beyond that I don't know.
Nasdaq.com Revenue/EPS page. I was finally able to speak to someone regarding the months often being out of order on the revenue/eps page. I also let him know that rounding down the revenue number for microcap companies is not a good thing to do since 1M in revenue looks the same as 1.9M in revenue. He was appreciative to get the feedback and said he would be following up. I have his email if anyone would like it. He said feel free to give it out. There is actually a feedback button on the left side of the page that he pointed out to me.
RCMT - Congrats, Researcher. That was a great opportunity. This came out this morning, also:
RCM Technologies price target raised to $22 from $19 at B. Riley
B. Riley raised the firm's price target on RCM Technologies to $22 from $19 and keeps a Buy rating on the shares post the Q2 report. The company's "prudent" use of cash flow to aggressively repurchase shares sets RCM up for further growth and value creation, the analyst tells investors in a research note. The firm expects the shares to continue to be re-rated higher as investors gain greater appreciation for management's actions over the past few years.
IMMR - Glad you were able to unload some at a good price. I sold Friday after reading abh3vt's post about the quality of the earnings and seeing it in the 10-Q for myself. I wasn't comfortable with the Singer involvement anyway especially after seeing what happened to SEAC the other day.
My general theory on this is that there are a lot of crazy people out there. Who was selling RCMT yesterday in the 14s? I think there are a lot of people out there who can't find their butt with both hands, and they are actively trading stocks. In addition they say that 90 percent of day traders lose money. Then you have stops getting hit and automated trading algorithms. I have seen a lot of weird stuff over the years, and I firmly believe that the stock market has its own lunatic fringe that operates independently of any value metrics.
Not the greatest market tone this morning. IMMR and CAAS both out with good reports and doing absolutely nothing.