Schedule 13D

Bally’s Forms Special Committee to Evaluate Preliminary, Non-Binding Acquisition Proposal by Standard General

Retrieved on: 
Tuesday, March 12, 2024
Entertainment, General Entertainment, Lodging, Electronic Games, Travel, Casino, Gaming, Letter, Schedule 13D, Security (finance), Standard General

The Board of Directors of Bally’s Corporation (NYSE: BALY) today announced that it has formed a special committee of independent and disinterested directors that is authorized, among other things, to evaluate the preliminary, non-binding proposal, dated March 11, 2024, by Standard General to acquire all of the outstanding shares of Bally’s that it does not already own for $15.00 in cash per share, as well as any potential strategic alternatives to the proposal.

Key Points: 
  • The Board of Directors of Bally’s Corporation (NYSE: BALY) today announced that it has formed a special committee of independent and disinterested directors that is authorized, among other things, to evaluate the preliminary, non-binding proposal, dated March 11, 2024, by Standard General to acquire all of the outstanding shares of Bally’s that it does not already own for $15.00 in cash per share, as well as any potential strategic alternatives to the proposal.
  • A copy of the proposal letter from Standard General is available as an exhibit to Standard General’s statement of beneficial ownership on Schedule 13D/A as publicly filed with the Securities and Exchange Commission.
  • There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction will be consummated.

Newsfile Introduces New Schedule 13D and Schedule 13G XML Conversion Service Ahead of SEC Deadline

Retrieved on: 
Tuesday, March 12, 2024
Schedule 13G, Security (finance), Schedule 13D, XML, Internet

Internet, Everywhere--(Newsfile Corp. - March 12, 2024) - Newsfile, a leading provider of regulatory filing solutions, announces the launch of its Schedule 13D and Schedule 13G XML conversion service in response to the Securities and Exchange Commission's (SEC) recent mandate.

Key Points: 
  • Internet, Everywhere--(Newsfile Corp. - March 12, 2024) - Newsfile, a leading provider of regulatory filing solutions, announces the launch of its Schedule 13D and Schedule 13G XML conversion service in response to the Securities and Exchange Commission's (SEC) recent mandate.
  • Effective December 18, 2024, the SEC requires all Schedule 13D and Schedule 13G filings to be submitted in XML format.
  • Clients can now get a head start on filing their Schedule 13D and Schedule 13G disclosures in XML, well ahead of the looming deadline.
  • For more information about Newsfile Corp.'s Schedule 13D and Schedule 13G XML conversion service, please contact:

Ocean Capital Calls on Shareholders to Demand Accountability at UBS-Managed Puerto Rico Closed-End Funds

Retrieved on: 
Tuesday, March 5, 2024
Professional Services, Finance, Schedule 13D, Opinion, Recommendation, Participation, Partial, Judgement, UBS, BLUE, CARD, Annual general meeting, OCEAN, Fund, Report, Security (finance), TFF

In addition to electing Ocean Capital’s nominees, Ocean Capital has submitted a business proposal to terminate the investment advisory agreements with UBS at both of these upcoming annual meetings.

Key Points: 
  • In addition to electing Ocean Capital’s nominees, Ocean Capital has submitted a business proposal to terminate the investment advisory agreements with UBS at both of these upcoming annual meetings.
  • Ocean Capital will continue to do everything in its power to compel UBS and its affiliates to respect the will of shareholders.
  • VISIT WWW.IMPROVEUBSPRFUNDS.COM TO LEARN MORE ABOUT OCEAN CAPITAL’S CAMPAIGNS FOR VALUE-ENHANCING CHANGE AT THE FUNDS.
  • 2 The nine Funds include: Tax-Free Fixed Income Fund for Puerto Rico Residents, Inc. (“Fund I”), Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (“Fund II”), Tax-Free Fixed Income Fund III for Puerto Rico Residents, Inc. (“Fund III”), Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc. (“Fund IV”), Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (“Fund V”), Puerto Rico Residents Tax-Free Fund, Inc. (“PRITF I”), Puerto Rico Residents Tax-Free Fund IV, Inc (“PRITF IV”), Puerto Rico Residents Tax-Free Fund VI, Inc. (“PRITF VI”) and Tax-Free Fund for Puerto Rico Residents (“TFF I”).

Fathom Digital Manufacturing Corporation Receives Non-Binding Acquisition Proposal From CORE Industrial Partners

Retrieved on: 
Monday, November 27, 2023
Engineering, Chemicals, Plastics, Technology, Manufacturing, Machinery, Hardware, Disclosure, NYSE, Comment, Common stock, CORE, Schedule 13D, Digital, Committee, OTC Bulletin Board

Fathom Digital Manufacturing Corp. (NYSE: FATH), an industry leader in on-demand digital manufacturing services, today announced that it has received a non-binding proposal from CORE Industrial Partners, LLC on behalf of itself and its affiliated investment vehicles, (collectively, the "CORE Funds”), to acquire all of the Company's outstanding shares of Class A Common Stock and Class B Common Stock that they do not already own for $4.50 cash per share.

Key Points: 
  • Fathom Digital Manufacturing Corp. (NYSE: FATH), an industry leader in on-demand digital manufacturing services, today announced that it has received a non-binding proposal from CORE Industrial Partners, LLC on behalf of itself and its affiliated investment vehicles, (collectively, the "CORE Funds”), to acquire all of the Company's outstanding shares of Class A Common Stock and Class B Common Stock that they do not already own for $4.50 cash per share.
  • The non-binding proposal states that as of November 22, 2023, the CORE Funds collectively owned shares of Class A Common Stock and Class B Common Stock representing approximately 63% of the Company’s outstanding voting power.
  • There can be no assurance that any definitive agreement will result from the proposal submitted by the CORE Funds or that any transaction will be consummated.
  • The Company and the Special Committee do not intend to comment further about this proposal unless and until they deem that further disclosure is appropriate.

FiscalNote Announces Retention of Financial Advisor by the Special Committee of the Board of Directors

Retrieved on: 
Monday, November 20, 2023
Software, Technology, Artificial Intelligence, Data Management, Slate, Disclosure, Committee, NYSE, Policy, Schedule 13D, FiscalNote, Centerview Partners, Software as a service

FiscalNote Holdings, Inc. (NYSE: NOTE), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, previously announced that the Board of Directors has established a Special Committee (the "Special Committee") to evaluate any proposal it receives from the Company’s CEO and Co-founder, Tim Hwang, regarding a potential go-private transaction, as well as any other transaction proposals submitted to the Company.

Key Points: 
  • FiscalNote Holdings, Inc. (NYSE: NOTE), a leading AI-driven enterprise SaaS technology provider of policy and global intelligence, previously announced that the Board of Directors has established a Special Committee (the "Special Committee") to evaluate any proposal it receives from the Company’s CEO and Co-founder, Tim Hwang, regarding a potential go-private transaction, as well as any other transaction proposals submitted to the Company.
  • The Special Committee has now retained Centerview Partners LLC as its independent financial advisor.
  • The Company does not expect to comment further on this unless and until the Special Committee has reviewed and recommended and the Board has approved a specific and viable transaction, or until the Company determines further disclosure is appropriate or required by applicable securities laws.
  • As previously announced, the Special Committee has retained Skadden, Arps, Slate, Meagher & Flom LLP as its independent legal advisor.

SiriusPoint reports 87.6% Combined ratio for its Core operations with Net Income up $622m at 9M’23

Retrieved on: 
Wednesday, November 8, 2023
Storm, Sale, Risk, Security (finance), Tax, Deferred acquisition costs, LPT, Corporation, Schedule 13D, GAAP, Acquisition, Internet, 2020 Iran–Turkey earthquakes, Bank statement, Growth, British Insurance Services, COVID-19, Regulate... G Funk Era, Net, Mga offensive, Total, Investment, Hurricane Ian, Agreement, Annual report, Effect, Management, Bank, Cryptocurrency, Reinsurance, Insurance, Materiality, Core

Core underwriting income (loss), Core net services income, Core income (loss) and Core combined ratio are non-GAAP financial measures.

Key Points: 
  • Core underwriting income (loss), Core net services income, Core income (loss) and Core combined ratio are non-GAAP financial measures.
  • Core underwriting income, Core net services income, Core income and Core combined ratio are non-GAAP financial measures.
  • Segment income for the nine months ended September 30, 2023 consists of underwriting income of $34.8 million (96.3% combined ratio) and net services income of $34.7 million, compared to underwriting income of $10.7 million (98.5% combined ratio) and net services income of $31.2 million for the nine months ended September 30, 2022.
  • Core underwriting income, Core net services income, Core income, and Core combined ratio are non-GAAP financial measures.

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

Retrieved on: 
Tuesday, October 10, 2023
Schedule, Schedule 13D, Register, Passive investor, Person, Federal Register, Security (finance)

Washington, D.C.--(Newsfile Corp. - October 10, 2023) - The Securities and Exchange Commission today adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.

Key Points: 
  • Washington, D.C.--(Newsfile Corp. - October 10, 2023) - The Securities and Exchange Commission today adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
  • The amendments update Regulation 13D-G to require market participants to provide more timely information on their positions to meet the needs of investors in today’s financial markets.
  • “Today’s adoption updates rules that first went into effect more than 50 years ago.
  • Frankly, these deadlines from half a century ago feel antiquated,” said SEC Chair Gary Gensler.

MEI Pharma Adopts Limited-Duration Stockholder Rights Plan

Retrieved on: 
Monday, October 2, 2023
Biotechnology, Health, Pharmaceutical, Clinical Trials, Oncology, Schedule 13D, Shareholder rights plan, Cancer, Cable car, Bangladesh Securities and Exchange Commission, Anson, Our Boarding House, Security (finance), MEI, Pharmaceutical industry, Financial adviser, Holding company

MEI Pharma, Inc. (Nasdaq: MEIP), a clinical-stage pharmaceutical company focused on advancing new therapies for cancer, today announced that its Board of Directors has unanimously approved the adoption of a limited-duration stockholder rights plan (“Rights Plan”) under which stockholders will receive rights to purchase a new series of preferred stock in certain circumstances.

Key Points: 
  • MEI Pharma, Inc. (Nasdaq: MEIP), a clinical-stage pharmaceutical company focused on advancing new therapies for cancer, today announced that its Board of Directors has unanimously approved the adoption of a limited-duration stockholder rights plan (“Rights Plan”) under which stockholders will receive rights to purchase a new series of preferred stock in certain circumstances.
  • We believe it is imperative that MEI stockholders are given the opportunity to realize the full long-term potential of their MEI investment.
  • Pursuant to the Rights Plan, the Company is issuing one right for each share of common stock as of the close of business on October 12, 2023.
  • Further details about the Rights Plan will be contained in a Form 8-K to be filed by the Company with the Securities and Exchange Commission.

Runa Capital II (GP) (“Runa”) Statement by Runa regarding corporate governance concerns at MariaDB plc and shareholder engagement

Retrieved on: 
Thursday, September 28, 2023
MAKE, ACT, The Takeover Panel, Rationalization, Communication, Irish Takeover Panel, NOT, FOR, Central bank, OR, MariaDB, EGM, Central Bank of Ireland, Person, Open position, Schedule, Schedule 13D, MADE, Acquisition, Nature, ANY, FIRM, Davy, Knowledge, IRISH, Security (finance), Runa Capital, Disclosure, Proxy, Holding company, Bank, Cryptocurrency, Property management

Dublin, Ireland, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Runa has, for a number of years, expressed serious concerns regarding the management of (“MariaDB” or the “Company”) by its directors (the “Board”). In that context, Runa has advocated for changes to the Company’s strategic direction, including a rationalization of the Company’s budget and potentially changes in senior roles in the Company. Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund its capital needs. Runa believes that such transaction would result in substantial and damaging dilution to shareholders and would not be in the interests of the Company or its shareholders.

Key Points: 
  • Dublin, Ireland, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Runa has, for a number of years, expressed serious concerns regarding the management of (“MariaDB” or the “Company”) by its directors (the “Board”).
  • Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund its capital needs.
  • As a result, Runa is considering what further steps it may take to effect strategic change at MariaDB.
  • Runa invites discussion with MariaDB shareholders who share its concerns and are prepared to join it in requisitioning an EGM.

Stadium Capital Management Issues Letter to Sleep Number’s Board of Directors Regarding the Urgent Need for Shareholder-Driven Change

Retrieved on: 
Wednesday, September 13, 2023
Professional Services, Other Professional Services, Ibach, Schedule 13D, RSU, Sleep, Share repurchase, Tempur Sealy International, Overalls, Research, History, Sleep Number, EBITDA, Risk, EPS, R, TSR, Management, Pharmaceutical industry

Source: S&P Capital IQ; TSR runs through the day before Stadium Capital filed its initial Schedule 13D.

Key Points: 
  • Source: S&P Capital IQ; TSR runs through the day before Stadium Capital filed its initial Schedule 13D.
  • If a refreshed Board embraces new perspectives and pursues stronger oversight, we believe it can understand and remedy the issues identified herein.
  • But blame must also be placed on the Board for failing to hold management accountable for these clear performance issues.
  • 3 Source: Sleep Number Form 10Ks for the 2019 and 2022 fiscal years and Sleep Number annual guidance.