Schedule 13D

Rubicon Technologies Provides Further Details on Purchase of Yorkville Note

Retrieved on: 
Wednesday, August 30, 2023
Software, Technology, Professional Services, Finance, RBT, Schedule 13D, YA, Adjustment, NYSE, Recycling

Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today announced the filing of a Schedule 13D with the U.S. Securities and Exchange Commission (“SEC”).

Key Points: 
  • Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today announced the filing of a Schedule 13D with the U.S. Securities and Exchange Commission (“SEC”).
  • Following on from the announcement of the completion of two additional strategic financing objectives last week, a Schedule 13D was filed with the SEC confirming that the remaining self-liquidating note from YA II PN, LTD. (“Yorkville”) has been purchased by entities affiliated with the Company’s largest investors - Rodina Capital, and their partners, and fully converted into shares.
  • More information can be found in the SEC filing linked here .
  • Having recently announced a second consecutive quarter of record Adjusted Gross Profit at approximately $18 million, the Company is confident in its runway to achieve these targets and beyond.

SiriusPoint reports 84.4% Combined ratio for its Core operations at Q2’23 with Net Income up $483m from half year 2022

Retrieved on: 
Wednesday, August 2, 2023
Insurance, British Insurance Services, Risk, MIT Blackjack Team, COVID-19, Tax, LPT, Regulate... G Funk Era, GAAP, Sale, Internet, Acquisition, Investment, Annual report, Corporation, Deferred acquisition costs, Growth, Schedule 13D, Security (finance), Total, Bank, Cryptocurrency, Reinsurance, Life insurance, Health insurance, Core, Arcadian

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

Key Points: 
  • (1)  Core underwriting income, Core net services income, Core income 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.
  • Income for the three months ended June 30, 2023 consists of underwriting income of $81.7 million (87.7% combined ratio) and net services income of $3.6 million, compared to underwriting income of $9.6 million (98.3% combined ratio) and net services income of $10.6 million for the three months ended June 30, 2022.
  • Core underwriting income, Core net services income, Core income, and Core combined ratio are non-GAAP financial measures.

Triterras Provides Update on Filing of Form 15 to Voluntarily Deregister and Suspend SEC Reporting Obligations

Retrieved on: 
Wednesday, July 12, 2023
Insurance, Schedule 13D, Probability, Telephone, Committee, Special, Exchange, OTC Bulletin Board, United Nations Special Committee on Palestine

SINGAPORE, July 12, 2023 (GLOBE NEWSWIRE) -- Triterras, Inc. (OTC Expert Market: TRIRF) (the “Company” or “Triterras”), a leading fintech company focused on trade and trade finance, is providing this update on recent Company events and filings:

Key Points: 
  • SINGAPORE, July 12, 2023 (GLOBE NEWSWIRE) -- Triterras, Inc. (OTC Expert Market: TRIRF) (the “Company” or “Triterras”), a leading fintech company focused on trade and trade finance, is providing this update on recent Company events and filings:
    On June 27, 2023, Triterras voluntarily filed a Form 15 with the United States Securities and Exchange Commission (the “SEC”) to deregister and suspend Triterras’ reporting obligations under Section 13(a) and Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
  • The Board determined that deregistering and thereby suspending the Company’s reporting obligations will allow the Company to focus more resources on its continued pursuit to streamline operations and execute on its operating plans.
  • The Company may provide to the public, where appropriate, press releases regarding Company developments.
  • However, the Company will be unable to respond to individual shareholder’s enquiries via the telephone, mail, or e-mail.

Whole Earth Brands Confirms Receipt of Non-Binding Proposal from Sababa Holdings FREE, LLC

Retrieved on: 
Tuesday, June 27, 2023
Schedule 13D, Institutional review board, Lemon Popsicle, Committee, Disclosure, Comment, Exhibit, Philippine House Special Committee on Flagship Programs and Projects

CHICAGO, June 27, 2023 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the “Company” or “we” or “our”) (Nasdaq: FREE), a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods, today confirmed the receipt of a non-binding proposal from Sababa Holdings FREE, LLC (“Sababa”) to acquire all of the outstanding shares of the Company’s common stock that it does not already own for $4.00 per share, payable in cash (the “Sababa Proposal”).

Key Points: 
  • CHICAGO, June 27, 2023 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the “Company” or “we” or “our”) (Nasdaq: FREE), a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods, today confirmed the receipt of a non-binding proposal from Sababa Holdings FREE, LLC (“Sababa”) to acquire all of the outstanding shares of the Company’s common stock that it does not already own for $4.00 per share, payable in cash (the “Sababa Proposal”).
  • In response to the Sababa Proposal, the Company’s board of directors (the “Board”) formed a special committee of the Board (the “Special Committee”) to review and evaluate the Sababa Proposal and any alternative proposals or other strategic alternatives that may be available to the Company, including maintaining the status quo as a standalone publicly-traded company.
  • There can be no assurance that any definitive agreement will result from the Sababa Proposal or that any transaction will be consummated with Sababa or any other third party.
  • The Company and the Special Committee do not intend to comment further about the Sababa Proposal unless and until they deem further disclosure is appropriate.

Star Equity Fund Issues Open Letter to Board of Superior Drilling Products

Retrieved on: 
Tuesday, May 9, 2023
Governance, Schedule 13D, IPO, Related party transaction, OLD, AGM, Independent Board for Presbyterian Foreign Missions, SDPI, Line, Glass Lewis, Acquisition, Open letter, Superior, Frustration, Chairperson, Iverson, LP, NYSE, ISS, Security (finance), Management, Roncà

OLD GREENWICH, Conn., May 09, 2023 (GLOBE NEWSWIRE) -- Star Equity Fund, LP and affiliates (“Star Equity”, “we”, “us”, “our”), an 11.7% shareholder of Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDPI” or the “Company”), issued today an open letter to SDPI’s Board of Directors (the “Board”), particularly its three independent Board members: James R. Lines, Robert Iverson, and Michael V. Ronca.

Key Points: 
  • OLD GREENWICH, Conn., May 09, 2023 (GLOBE NEWSWIRE) -- Star Equity Fund, LP and affiliates (“Star Equity”, “we”, “us”, “our”), an 11.7% shareholder of Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDPI” or the “Company”), issued today an open letter to SDPI’s Board of Directors (the “Board”), particularly its three independent Board members: James R. Lines, Robert Iverson, and Michael V. Ronca.
  • Dear Members of the Board:
    On May 10, 2022, we wrote an Open Letter to the Board calling on you to run a process to maximize SDPI shareholder value and improve the Company’s corporate governance.
  • In addition, we nominated two highly qualified candidates to serve on the SDPI Board.
  • Additionally, we requested a call with the SDPI Board which was scheduled for September 19, 2022.

HF Foods Comments on Shareholder Filings and Upcoming Annual Meeting of Stockholders

Retrieved on: 
Monday, May 8, 2023
Schedule 13D, Proxy statement, Shareholder, Eastern Time Zone, Annual, Private law, Annual Meetings of the International Monetary Fund and the World Bank Group, Proxy, Annual general meeting, Auction

LAS VEGAS, May 08, 2023 (GLOBE NEWSWIRE) -- HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (“HF Foods” or the “Company”), today commented on the filing of a preliminary proxy statement on behalf of the Irrevocable Trust for Raymond Ni, Weihui Kwok and Yuanyuan Wu (collectively “Raymond Ni”) and a related Schedule 13D/A with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2023.

Key Points: 
  • Among other things, Raymond Ni’s preliminary proxy statement purports to support the election of five individuals as directors at the upcoming combined 2022 & 2023 Annual Meeting of Stockholders of HF Foods (the “Annual Meeting”), none of whom are valid nominees for election to the Board of Directors of the Company for consideration at the Annual Meeting.
  • As previously announced, the deadline for stockholders to make a valid proposal or director nomination for consideration at the Annual Meeting was Monday, April 10, 2023.
  • The Company looks forward to the participation of stockholders at the Annual Meeting.
  • HF Foods encourages stockholders to vote by proxy or attend the Annual Meeting virtually, as further described in the Proxy Statement, to ensure that your vote is received and counted.

SiriusPoint Reports 80.5% Combined Ratio for its Core Operations at Q1 2023 with Net Income Up $358m Year On Year

Retrieved on: 
Wednesday, May 3, 2023
Insurance, British Insurance Services, Risk, MIT Blackjack Team, COVID-19, Third Point Management, Tax, LPT, Regulate... G Funk Era, Property, GAAP, Committee, Internet, Financial Accounting Standards Board, Acquisition, Investment, Three Mile Island accident health effects, Annual report, Corporation, Deferred acquisition costs, Growth, Schedule 13D, Security (finance), Property and casualty insurance guaranty funds, Earnings call, Accident, Bank, Cryptocurrency, Reinsurance, Core

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

Key Points: 
  • (1)  Core underwriting income, Core net services income, Core income 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.
  • Income for the three months ended March 31, 2023 consists of underwriting income of $107.4 million (80.5% combined ratio) and net services income of $12.8 million, compared to underwriting income of $12.7 million (97.5% combined ratio) and net services income of $14.0 million for the three months ended March 31, 2022.
  • Core underwriting income, Core net services income, Core income, and Core combined ratio are non-GAAP financial measures.

Consolidated Communications Announces Receipt of “Take Private” Proposal from Searchlight Capital and British Columbia Investment Management

Retrieved on: 
Thursday, April 13, 2023
Telecommunications, Software, Networks, Internet, Technology, Carriers and Services, Mobile, Wireless, Security, Schedule 13D, Consolidated Communications, CNSL, OTC Bulletin Board, Documentation, Crown corporations of Canada, Consolidated, Searchlight Capital, Common

Consolidated Communications (Nasdaq: CNSL) (“Consolidated” or the “Company”) today announced that its board of directors (the “Board”) received a non-binding proposal letter, dated April 12, 2023, from Searchlight Capital Partners, L.P. (together with its affiliated investment funds, “Searchlight”) and British Columbia Investment Management Corporation (“BCI” and together with Searchlight, the “Searchlight Group”), to acquire all of the outstanding common shares of Consolidated not already owned by the Searchlight Group for cash consideration of $4.00 per share.

Key Points: 
  • Consolidated Communications (Nasdaq: CNSL) (“Consolidated” or the “Company”) today announced that its board of directors (the “Board”) received a non-binding proposal letter, dated April 12, 2023, from Searchlight Capital Partners, L.P. (together with its affiliated investment funds, “Searchlight”) and British Columbia Investment Management Corporation (“BCI” and together with Searchlight, the “Searchlight Group”), to acquire all of the outstanding common shares of Consolidated not already owned by the Searchlight Group for cash consideration of $4.00 per share.
  • Searchlight owns 34.3% of the Company’s outstanding common shares, based on their most recent Schedule 13D filing dated April 12, 2023.
  • The proposal constitutes only an indication of interest by the Searchlight Group and does not constitute a binding commitment with respect to the proposed transaction or any other transaction.
  • No agreement, arrangement or understanding between Consolidated and the Searchlight Group relating to any proposed transaction will be created unless definitive documentation is executed and delivered by the appropriate parties.

SiriusPoint Acknowledges Indication of Interest from Third Point

Retrieved on: 
Wednesday, April 12, 2023
Transfer, Third Point Management, Schedule 13D, Acquisition, NYSE, Fitch, Indian stock exchange, Financial adviser

HAMILTON, Bermuda, April 12, 2023 (GLOBE NEWSWIRE) -- Today SiriusPoint Ltd. (“SiriusPoint” or the “Company”) (NYSE: SPNT) has acknowledged an indication of interest from Third Point LLC and certain of its affiliates (“Third Point”), disclosed in a Schedule 13D/A filing earlier today, to explore a potential acquisition of all, or substantially all, of the outstanding Common Shares of the Company.

Key Points: 
  • HAMILTON, Bermuda, April 12, 2023 (GLOBE NEWSWIRE) -- Today SiriusPoint Ltd. (“SiriusPoint” or the “Company”) (NYSE: SPNT) has acknowledged an indication of interest from Third Point LLC and certain of its affiliates (“Third Point”), disclosed in a Schedule 13D/A filing earlier today, to explore a potential acquisition of all, or substantially all, of the outstanding Common Shares of the Company.
  • Consistent with its fiduciary duties, in consultation with its financial and legal advisors, the SiriusPoint Board of Directors will carefully evaluate any proposal to acquire the Company, if and when a proposal is received.
  • The Company always welcomes dialogue with its investors and shares the common goal of maximizing value for all the Company’s shareholders.
  • The Company has made significant progress during the last seven months against its strategic priorities of reducing volatility, business simplification, and improving profitability.

Concerned Shareholders of Cano Health Issue Open Letter Regarding the Urgent Need for Leadership and Strategy Changes at the Company

Retrieved on: 
Monday, April 10, 2023
General Health, Finance, Health, Professional Services, Asset Management, Schedule 13D, Failure, Friends, Marketing, Disclosure, Record, Part, Sale, Hernández, Capital allocation line, Public expenditure, NYSE, Dentist, Running, Book, Russell, Continuous-repayment mortgage, CANO, Growth, Morale, Letter, Management, Shipbuilding, Medical device, Tobacco, Security (finance), Real estate

Given our backgrounds, as well as our sizable investment, we hope it is clear that we are squarely aligned with all Cano shareholders.

Key Points: 
  • Given our backgrounds, as well as our sizable investment, we hope it is clear that we are squarely aligned with all Cano shareholders.
  • In the subsequent sections of this letter, we provide an overview of our concerns and ideas, including:
    The urgent need for C-suite and boardroom changes at Cano.
  • The path to establishing the right corporate governance and the right, value-enhancing strategy for Cano.
  • We are eager to hear if other shareholders share our views on the best path forward for Cano, as outlined in this letter.