Hello there! Glad you’ve tuned in to our latest Knowledge+. As we mentioned before, we’ve been busy working on something exciting, and we hope to unveil it in just a few weeks. But before that, let’s dive straight into today’s topic—this November, we tracked 5 new 13D filings. Scroll down for a closer look at the specifics of each campaign!
New 13D filings in November
Starboard Value vs. Healthcare Realty Trust (HR)
Starboard Value LP has acquired a 5.9% stake in Healthcare Realty Trust (HR), a real estate investment trust (REIT) specializing in medical office buildings, amounting to over 20.9 million shares. The activist investor believes the shares are undervalued and sees the investment as an opportunity to unlock significant shareholder value. Starboard intends to actively engage with HR’s management and board to explore strategic options, including operational improvements, potential business combinations, or dispositions.
Engine Capital vs. Magnera Corporation
Engine Capital, L.P., and its affiliates collectively hold 2,358,341 shares, representing approximately 6.7% of the outstanding common stock of Magnera Corporation, a Pennsylvania-based company that manufactures and sells non-woven and related products worldwide. Engine Capital views the investment as an opportunity to unlock shareholder value, citing the stock's undervaluation.
Joseph Stilwell’s vs. Central Plains Bancshares
Joseph Stilwell and his affiliated entities—Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, and Stilwell Value LLC—collectively own 307,301 shares (7.4%) of Central Plains Bancshares, Inc., a bank holding company, with the acquisition costing approximately $4.05 million funded through working capital and margin loans. The investor aims to maximize shareholder value, asserting that the current market price undervalues the company's assets. They plan to engage with management and the board to explore strategies such as share repurchases, operational enhancements, or a potential sale or merger.
FrontFour Capital vs. Obsidian Energy
FrontFour Capital Group LLC and its affiliates, including the Master Fund, FrontFour Capital Corp., and individuals Stephen Loukas, David A. Lorber, and Zachary George, have filed a Schedule 13D to report their collective ownership of 5,514,980 shares (approximately 7.3%) of Obsidian Energy Ltd., a Canadian oil and gas company. The filing indicates an intent to engage with Obsidian's management and board to explore strategies for enhancing shareholder value. Stephen Loukas, the CEO of Obsidian, holds a significant portion of these shares directly and through equity-based compensation.
Steel Partners vs. Wilhelmina International, Inc.
Steel Partners, Ltd. and affiliated individuals Warren G. Lichtenstein and Jack L. Howard collectively hold 607,966 shares of Wilhelmina International, Inc. (WILC), representing approximately 11.8% of its outstanding common stock. Wilhelmina International is a Delaware-based modeling and talent agency with headquarters in Dallas, Texas. Steel Partners acquired these shares, valued at approximately $2.18 million, using working capital.
Other Significant Activist Campaigns Worldwide This Month
Elliott Management Pushes Tokyo Gas to Monetize $9.7 Billion Property Portfolio
Elliott Management has become a top-three shareholder in Tokyo Gas with a 5% stake, aiming to pressure the utility to focus on its core energy business and monetize its $9.7 billion property portfolio. The activist investor is targeting Tokyo Gas’s non-core real estate holdings, including undeveloped Toyosu land and iconic properties like the Park Hyatt hotel. Elliott argues that selling or monetizing these assets could unlock significant value, as unrealized property gains represent nearly one-third of Tokyo Gas’s market capitalization. This move aligns with broader shareholder demands in Japan for greater capital efficiency and restructuring of non-core assets. Tokyo Gas, meanwhile, continues its international energy expansion, including major U.S. acquisitions like Rockcliff Energy.
Elliott Management Urges Honeywell Breakup to Unlock Value
Activist investor Elliott Management has taken a $5 billion-plus stake in Honeywell and is advocating for the company to split into two entities: Aerospace and Automation. Elliott argues that Honeywell’s conglomerate structure no longer adds value and that a breakup could deliver up to 75% upside for shareholders within two years. While stopping short of criticizing CEO Vimal Kapur, Elliott highlighted underperformance since 2019 and uneven M&A priorities as key issues. Honeywell’s board has acknowledged Elliott’s suggestions and expressed willingness to engage with the investor. This move reflects a broader trend of dismantling conglomerates to focus on unlocking individual business value, as seen with General Electric and others.
Effissimo Takes Stake in Nissan Amid Struggles, Sparking Uncertainty
Effissimo Capital Management, a prominent activist investor, has acquired a stake in Nissan Motor, introducing new uncertainty to the automaker's turnaround efforts. Nissan has faced challenges from outdated models, limited hybrid offerings in North America, and declining sales, prompting CEO Makoto Uchida to announce cost-cutting measures and ambitious electrification goals. Effissimo's involvement may lead to governance changes, with parallels drawn to former Chairman Carlos Ghosn’s drastic reforms during Nissan’s 1999 recovery. However, analysts express doubts about the feasibility of Uchida’s targets, as Nissan grapples with a reduced market presence and intense competition in the EV and hybrid sectors. Despite these hurdles, Nissan shares rallied following Effissimo's stake acquisition, signaling investor optimism about potential changes ahead.
Jana Partners Adjusts Portfolio After Frontier Sale Success
Jana Partners has significantly reshaped its portfolio, exiting positions in two companies and downsizing its stake in Frontier Communications following the company's $20 billion sale to Verizon in September. Jana reduced its Frontier stake by 59% after successfully advocating for the sale, which boosted Frontier’s stock price by 67.5% over the past year. The fund also exited its investments in QuidelOrtho and BlackLine Systems, where it did not pursue public campaigns for change. Meanwhile, Jana increased its stake in cybersecurity firm Rapid7 by 34.2%, signaling its continued push for a potential sale. The adjustments were disclosed in Jana’s Q3 13-F filing, closely watched for future activist targets.
Carl Icahn Faces Setback as CVR Energy Suspends Dividend
Carl Icahn's financial empire took a significant hit as CVR Energy, a refinery operator majority-owned by Icahn Enterprises, suspended its dividend to address operational challenges and equipment upgrades. This move cuts off a key cash flow source for Icahn, whose holding company saw its value drop 14% this week, exacerbating concerns over his decade-long investment struggles and personal debts. CVR shares plunged nearly 30%, wiping $500 million off Icahn Enterprises' stake, adding pressure to revive his embattled portfolio.
Norfolk Southern to Add Independent Board Member in Deal with Ancora
Norfolk Southern has agreed to add a new independent director to its board as part of a cooperation agreement with activist investor Ancora Holdings. The new board member, chosen collaboratively, will enhance the board’s diversity and leadership expertise. This move follows Ancora’s earlier proxy fight, which led to significant board changes and management shifts, including the ouster of the independent chair and CEO Alan Shaw. Ancora has withdrawn its nominations for four directors at the 2025 stockholder meeting as part of the agreement, signaling improved relations between the parties. Norfolk Southern’s leadership sees this as a step toward sustaining operational improvements and shareholder value.
Ancora Pushes Harmonic to Explore Strategic Options for Value Creation
Ancora Holdings Group, a 2.3% shareholder in Harmonic, has urged the company to assess its standalone prospects against a potential sale to maximize shareholder value. In a presentation titled The Unrealized Value Creation Opportunity at Harmonic, Ancora highlighted Ciena as a potential acquirer, noting shared board member Patrick Gallagher. Ancora emphasized the need for swift action following Harmonic’s recent disappointing results and called for investor feedback ahead of the 2025 Annual Meeting. While acknowledging Harmonic’s strong fundamentals, Ancora warned that the company has limited time to unlock its full potential.
ValueAct Makes $121M Bet on Meta, Supports Zuckerberg's AI Vision
ValueAct Holdings, an activist hedge fund led by CEO Mason Morfit, has added 211,500 shares of Meta Platforms to its portfolio in Q3, investing $121 million. This stake represents 3.08% of its total portfolio and reflects support for Mark Zuckerberg’s AI-driven strategy. While ValueAct is known for constructivist activism, its exact intentions for Meta remain unclear, though collaboration is expected. The fund also increased its position in Disney, bringing its investment in the media giant to $718 million. This move highlights ValueAct's focus on leveraging technology and media to maximize shareholder value.
Engine Capital Opposes Dye & Durham Sale, Demands New Management
Activist investor Engine Capital, holding a 7.1% stake in Dye & Durham, has criticized the company’s exploration of a potential sale, calling it a “reactionary move” made at an inopportune time. Instead of pursuing a sale, the hedge fund advocates for improving operations and waiting for market conditions to normalize, aiming to deliver better shareholder outcomes. Engine Capital plans to propose its own slate of board candidates and an operating plan to address shareholder concerns over Dye & Durham’s spending and debt management. While the stock has risen nearly 28% this year, Engine argues that a management overhaul is necessary for sustained value creation. Dye & Durham has not yet commented on the criticism.
Pershing Square Bets Big on Nike Amid Turnaround Efforts
Bill Ackman’s Pershing Square has significantly increased its stake in Nike, raising its investment to $1.4 billion in Q3 from $220 million in Q2, betting on a long-term recovery. Nike’s stock has dropped 30% this year, attributed to slowing global demand and a misaligned sales strategy, yet the brand retains a commanding 40% market share. Optimism grows with Nike veteran Elliott Hill stepping in as CEO and the upcoming 40th-anniversary celebration of the Jordan line, signaling potential growth. Analysts predict a 35% upside for Nike over the next 12-18 months, but risks remain tied to global economic conditions and consumer spending trends. Ackman’s move underscores confidence in the sportswear giant’s ability to bounce back.
Ananym Capital Pushes Henry Schein for Board Overhaul and Strategic Changes
Activist investor Ananym Capital Management is pressing healthcare distributor Henry Schein to refresh its board, cut spending, and consider selling its medical distribution business, which could fetch $2.5 billion. Ananym, led by Charlie Penner and Alex Silver, argues that these changes could boost Henry Schein’s share price by 20% and increase earnings per share by 35%. The firm is also advocating for a leadership transition, targeting CEO Stanley Bergman’s 35-year tenure, and improved integration of recent acquisitions over further M&A activity. Henry Schein’s shares rose following these developments, as Ananym pushes for measures to enhance shareholder confidence and align the company with larger competitors like Cardinal Health and McKesson. The company says it remains open to shareholder dialogue aimed at creating value.
Glenview Secures 4 Board Seats at CVS Amid Leadership Overhaul
Activist investor Glenview Capital Management has secured four board seats at CVS Health as part of an agreement to address the company’s leadership and strategic challenges. CVS recently expanded its board from 12 to 16 members, including Glenview CEO Larry Robbins, amidst pressure from investors following a 27% drop in its stock this year. The company’s leadership changes, including the October appointment of David Joyner as CEO, aim to stabilize operations and drive recovery at Aetna, its health insurance unit. Glenview's involvement appears to avert a public proxy fight, with the expanded board adding healthcare and technology expertise to support CVS’s recovery efforts. CVS shares rose 4.2% following the announcement, signaling investor optimism about its long-term strategy.
Irenic Joins Starboard in Push to End News Corp’s Dual-Class Structure
Activist investor Irenic Capital Management has declared support for Starboard Value’s campaign to eliminate News Corp’s dual-class share structure, which gives the Murdoch family outsized control. This move comes ahead of a pivotal shareholder meeting, with proxy advisory firms ISS and Glass Lewis also backing the proposal. While Irenic supports the shift, it suggests that super-voting shareholders, including the Murdoch family, should receive a premium for converting to a single-share structure. Despite broad support from non-Murdoch shareholders, the Murdoch family’s 40% voting power via Class B shares poses a significant hurdle. The push reflects ongoing efforts to improve governance and unlock value at the media giant.
Cracker Barrel Shareholders Shut Out Biglari, Back Company’s Transformation Plan
Cracker Barrel shareholders have decisively ended the company’s seventh proxy contest against activist investor Sardar Biglari by voting in favor of all 10 company-endorsed board nominees, including Michael Goodwin of PetSmart, who was recommended by Biglari. While Goodwin joins the board as a compromise, Biglari and his other nominee, Milena Alberti-Perez, were rejected. Shareholders supported Cracker Barrel’s $700 million strategic transformation plan over Biglari’s dividend-focused proposals, which the company labeled “self-serving.”
Cracker Barrel welcomed Goodwin’s IT and strategic leadership experience but criticized Alberti-Perez’s lack of familiarity with the brand, noting her admission of never visiting a Cracker Barrel restaurant. CEO Tom Barr stepped down after 12 years, with new nominees Carl Berquist and Meg Crofton securing board positions, collectively owning 30% of the company’s stock. The family-dining company, operating 724 locations as of August 2024, reiterated its commitment to returning to growth and creating long-term value for shareholders.
Pfizer Beats Earnings as Activist Investor Pressure Mounts
Pfizer exceeded earnings expectations this quarter, driven by $2.7 billion in Paxlovid sales amid rising COVID infections and strong marketing efforts. While the company revised its annual COVID product sales forecast to $10.5 billion, it faces declining demand compared to pandemic peaks. Under scrutiny from activist investor Starboard Value, Pfizer announced cost-saving measures targeting $4 billion in savings to bolster profitability. Despite strong Paxlovid performance, challenges persist with disappointing obesity drug trials and setbacks in other treatments, underscoring the need for strategic pivots. The stock gained 1.2% in premarket trading as investors showed confidence in the revised forecasts and efficiency efforts. Pfizer’s situation reflects broader industry pressures to innovate and adapt to shifting market realities while delivering shareholder value.
TOMS Capital Takes Stake in WillScot, Urges Strategic Review
TOMS Capital Investment Management has acquired a stake in WillScot Holdings Corp., a Phoenix-based provider of modular buildings and storage solutions, and is pushing for a strategic review, according to sources familiar with the matter. WillScot, which has faced a 15% decline in its stock this year amid non-residential construction headwinds, recently lowered its revenue guidance and paid a $180 million termination fee after its acquisition of McGrath RentCorp fell through. The company, valued at around $7 billion, provides mobile offices and storage solutions for industries like education and healthcare. TOMS Capital’s involvement follows its earlier success with Kellanova, acquired by Mars Inc. in 2024’s largest announced deal.
Oaktree Calls for Board Overhaul at Indivior Amid Stock Decline
Oaktree Capital Management is urging a board shake-up at Indivior, citing a more than 50% drop in the company’s stock price in 2024 as evidence of "value destruction." In a letter, Oaktree criticized Indivior's leadership for mismanaging funds, ignoring competition from Camurus’ rival opioid treatment Brixadi, and failing to safeguard its key product, Sublocade. Holding a 7.5% stake and now Indivior’s second-largest shareholder, Oaktree accused the board of doubling down on ineffective strategies instead of addressing shareholder concerns. Indivior responded by stating it has engaged with Oaktree and remains open to proposals aimed at boosting value creation. The fund continues to pressure the company for significant changes to restore investor confidence.
Gatemore Urges YouGov to Review Operations and Explore Sale
Activist investor Gatemore Capital is pressing UK-based polling and research firm YouGov to initiate a business review and consider a sale, citing operational missteps as the cause of its 63.7% share price decline this year. Gatemore, holding a 1% stake, criticized YouGov for failing to provide clear financial forecasts and lacking transparency on mid-term targets. While acknowledging YouGov's long-term potential, Gatemore’s managing partner, Liad Meidar, emphasized the need for urgent action to unlock the company’s intrinsic value. YouGov has yet to comment on the investor's demands.
Frasers Group and Boohoo Clash in Public Boardroom Feud
Frasers Group, led by Mike Ashley, is pushing for a board overhaul at Boohoo, the fast-fashion retailer known for its affordable, trend-driven clothing, where it holds a 28% stake. Frasers has called for the removal of co-founder Mahmud Kamani as a director and proposed installing Ashley and restructuring expert Mike Lennon on Boohoo’s board, citing the company’s declining earnings and need for strategic change. Boohoo, which recently appointed Tim Morris as independent chair, has struggled post-pandemic with supply chain issues and increased competition.
The feud has weighed on Frasers, with its shares dropping 13% this year, threatening a demotion from the FTSE 100. Despite the conflict, Frasers is diversifying with its acquisition of South African retailer Holdsport, aiming to expand its product range and geographic reach.
Mantle Ridge Pushes for Leadership Changes at Air Products & Chemicals
Activist investor Mantle Ridge, holding a 2% stake worth $1.3 billion in Air Products & Chemicals, has nominated its own slate of directors for the industrial gas firm’s board. The nominations, including Mantle Ridge founder Paul Hilal and former Praxair CEO Dennis Reilley, will be voted on at Air Products’ annual meeting next year. Mantle Ridge is advocating for a CEO succession plan for 80-year-old Seifi Ghasemi and a renewed focus on the company’s core industrial gas business. It also opposes divestitures, such as a reported plan to sell South Korean operations, and urges caution on the company’s shift toward energy transition projects. Air Products has announced its own board nominations, adding former CEOs Bob Patel and Alfred Stern, with a formal response to Mantle Ridge's proposals forthcoming.
Humane Society Challenges Starbucks on Cage-Free Egg Commitment in China and Japan
The Humane Society of the United States (HSUS) has filed a shareholder resolution urging Starbucks to disclose timelines and plans for meeting its cage-free egg commitment in China and Japan, two key markets where progress has reportedly lagged. The resolution highlights Starbucks’ stated goals of using 100% cage-free eggs globally and maintaining brand relevance through social and environmental program goals. While HSUS cites a collaboration with Global Food Partners on cage-free roadmaps for these markets, Starbucks has yet to reveal details or deadlines.
Starbucks has asked the SEC to allow exclusion of the proposal from its proxy statement, arguing it pertains to ordinary business operations like supply chain and marketing, which do not transcend into significant social policy issues. The company maintains that enforcing supply chain decisions through such proposals could hinder its day-to-day operations. Governance experts are closely watching how the SEC will decide on ESG-focused shareholder proposals under its evolving regulatory approach. Starbucks’ annual meeting is set for March 12, 2025, where this issue may spark further discussion.
KT&G Rejects Ginseng Unit Buyout
The South Korean tobacco maker KT&G Corp. announced a shareholder return plan of 3.7 trillion won ($2.7 billion) through 2027, including 1.3 trillion won for share buybacks and 2.4 trillion won in dividends, boosting its shares to a near seven-year high.The company also rejected a 1.9-trillion-won buyout offer from Flashlight Capital Partners for its Korean Ginseng unit, emphasizing its focus on core businesses like health functional foods, heat-not-burn e-cigarettes, and international cigarette markets. KT&G disputed claims that its ginseng business is undervalued and called on Flashlight to refrain from spreading misinformation.
Oasis Management Takes 5% Stake in Kokuyo, Shares Surge
Activist investor Oasis Management has acquired a 5% stake in Japanese stationery and furniture company Kokuyo for ¥13.1 billion ($84.9 million), becoming one of its largest shareholders. The Hong Kong-based firm cited portfolio investment and plans to make important proposals as motivations for the purchase, according to a regulatory filing. Kokuyo's shares climbed 13% during Wednesday trading following the news. The investment comes as Kokuyo faces challenges, including a downgraded full-year earnings forecast due to weak performance in the Chinese market. Oasis’s involvement signals potential activist-driven changes ahead for the 118-year-old brand.
Highlights from November's Activist Investor Campaigns -
If you’re looking for the quick version, here’s the gist! November’s key themes in shareholder activism include:
Unlocking Shareholder Value:November's campaigns focused on optimizing undervalued assets and driving efficiency. Starboard Value targeted Healthcare Realty Trust for operational improvements and Elliott Management pushed Tokyo Gas to monetize its $9.7 billion property portfolio. Calls for structural changes included Elliott’s push to break up Honeywell and Ananym Capital’s proposal for Henry Schein to divest its medical distribution business.
Governance and Leadership Overhauls:Significant board changes and leadership shifts marked the month. Glenview secured four board seats at CVS Health, while Cracker Barrel adopted a new transformation plan. Pershing Square supported leadership changes at Nike, and Oaktree pushed Indivior for a board shake-up. In Japan, Effissimo’s stake in Nissan and Starboard’s campaign at News Corp spotlighted governance reforms.
Sector-Specific Activism:Real estate and technology saw notable activism, with Starboard and Elliott focusing on asset monetization at Healthcare Realty Trust and Tokyo Gas. ValueAct supported Meta’s AI strategy, while TOMS Capital urged WillScot to reassess its operations. In retail, Frasers Group sought changes at Boohoo, and Pershing Square bet on Nike’s turnaround.
Geographic Trends:Activists expanded globally, with Japan seeing governance reforms at Nissan and Kokuyo. In North America, campaigns targeted CVS and Henry Schein, while in Europe, Gatemore challenged YouGov’s strategy and Starboard pushed reforms at News Corp.
Reshaping Business Strategy:Calls for streamlining dominated, with Elliott advocating a Honeywell breakup and Mantle Ridge urging Air Products & Chemicals to refocus. Activists like Gatemore and Ananym pushed strategic reviews at YouGov and Henry Schein to better align with market demands.
This November highlights a dynamic activist environment where investors are addressing undervaluation through strategic engagement, governance reforms, and market repositioning. The focus spans sectors and geographies, with notable activity in real estate, technology, and consumer industries. These campaigns emphasize the growing complexity of activism, with tailored approaches to unlock value while adapting to global economic shifts.
Stay tuned as we track these developments of activist Investors and prepare for our own exciting launch!
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