CATALYST EQUITY RESEARCH REPORT - Hedge fund - Catalyst Equity... · CATALYST EQUITY RESEARCH...

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Transcript of CATALYST EQUITY RESEARCH REPORT - Hedge fund - Catalyst Equity... · CATALYST EQUITY RESEARCH...

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CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending January 9, 2015

SYMBOL COMPANY INVESTOR

AAB.TO Aberdeen International Meson Capital; Nightscape Capital ABG Asbury Automotive Group MSD Capital

ARCI Appliance Recycling Centers of America Isaac Capital Group

CAS A.M. Castle & Co Raging Capital CLUB Town Sports International PW Partners; HG Vora DD E.I. du Pont Trian Fund DDXS diaDexus, Inc. Norman Pessin FOR Forestar Group SpringOwl; Cove Street Capital IEC IEC Electronics Corp Vintage Capital ISBC Investors Bancorp Blue Harbour Group MBCQ MB Bancorp Joseph Stilwell MERU Meru Networks Vertex Capital MLNK ModusLink Global Handy&Harman (Steel Partners) MSCI MSCI Inc. ValueAct Capital MWV MeadWestvaco Corp Starboard Value NROM Noble Roman’s Inc Privet Fund OMG OM Group FrontFour Capital PBIP Prudential Bancorp Lawrence Seidman YHOO Yahoo! Starboard Value

HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog™, the definitive source for activist shareholder information.

Catalyst Investment Research™ is a portfolio of activist investing research products that combine company-specific shareholder activism research with deep value investment analysis and access to industry insiders.

HEDGE FUND SOLUTIONS’ PORTFOLIO OF ACTIVIST INVESTING RESEARCH INCLUDES: • Daily Email Alerts • Weekly Summary of Activist Investments • Quarterly Buying Analysis of Top 50 Activist Investors • Company-Specific Shareholder Activism Analysis (combining shareholder activism & deep value company analysis) • Special Reports on Activist Investing • 400+ Page Shareholder Activism Report & Regularly Updated Shareholder Activism Resource Portal To Learn More: Download a brochure http://www.hedgerelations.com/CIR/CIR%20Brochure.pdf

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Aberdeen International Inc. (AAB.TO) Activist Investor: Meson Capital; Nightscape Capital

Investor Info Catalyst Info Shares 7,800,000 Catalyst:

On January 8 Meson/Nightscape issued its proxy circular and highlighted its plan for maximizing value at AAB.TO http://finance.yahoo.com/news/concerned-shareholders-file-information-circular-215300413.html They also launched a website http://www.freeaberdeen.ca/ Comment: We initially covered AAB on November 18 when Meson called on the Company to cease proceeding with a dilutive private placement under the current terms http://finance.yahoo.com/news/major-shareholder-demands-aberdeen-cease-172900021.html On December 16, 2014 Meson and Nightscape requisitioned a special meeting to reconstitute AAB's board http://finance.yahoo.com/news/meson-capital-nightscape-capital-requisition-184600148.html

% Outstanding 9.0% Cost Basis Not Avail Company Info Share Price 0.14 Revenue Not Avail Market Cap 12M Enterprise Value -16M Net Cash 29M EBITDA N/A 52 wk. range 0.11 – 0.20 EV/EBITDA N/A

Asbury Automotive Group (ABG) Activist Investor: MSD Capital

Investor Info Catalyst Info Shares 2,225,596 Catalyst:

On January 9 ABG announced 2 new directors have joined the board, including one representative from MSD Capital. MSD is Michael Dell's investment vehicle. Comment: We initially covered ABG on September 19, 2014 when LionEye Capital disclosed a 6.2% "active" stake. On October 24 we reported that LionEye had increased its ownership from 6.2% to 7.2% at an average cost of $63.19/share

Legal counsel to LionEye Capital

% Outstanding 7.5% Cost Basis Not Avail Company Info Share Price 73.13 Revenue 5.7B Market Cap 2.2B Enterprise Value 3.4B Net Cash -1.2B EBITDA 273M 52 wk. range 45.31 – 78.73 EV/EBITDA 12.3

Appliance Recycling Centers of America (ARCI) Activist Investor: Isaac Capital Group

Investor Info Catalyst Info Shares 547,785 Catalyst:

Isaac Capital increased its "active" ownership from 6.87% to 9.46% Comment: We initially covered ARCI on December 18, 2014 when Isaac Capital disclosed a 6.87% “active” stake

% Outstanding 9.46% Cost Basis 2.81 Company Info Share Price 2.98 Revenue 133M Market Cap 17M Enterprise Value 28M Net Cash -11M EBITDA 7M 52 wk. range 2.56 – 4.42 EV/EBITDA 4.2

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A.M. Castle & Co (CAS) Activist Investor: Raging Capital Management

Investor Info Catalyst Info Shares 3,405,591 Catalyst:

On January 5 Raging Capital disclosed a 14.5% "active" stake in CAS and announced its intention to nominate Kenneth Traub to be a director if Raging nominates one or more candidates for election to the board. In addition to RC’s 14.5% equity ownership, Raging owns $17.5M of the Company’s 12.75% senior notes. Comment: We initially covered CAS on August 3, 2012 when CAS announced the adoption of a poison pill with a 10% trigger. On November 3, 2012 Huber changed investment from "passive" to "active" and disclosed an 8.2% ownership. On May 6, 2013 Huber announced its disappointment that CAS chose not put its poison pill up for a shareholder vote at the 2013 annual meeting. On September 20, 2013 Huber increased its "active" stake from 8.2% to 9.0% and said it is disappointed the board renewed the poison pill and revised the bylaws to classify the board. Huber currently owns 6.5%

Legal counsel to Raging Capital

% Outstanding 14.5% Cost Basis 7.32 Company Info Share Price 5.92 Revenue 982M Market Cap 139M Enterprise Value 412M Net Cash -265M EBITDA -8M 52 wk. range 5.91 – 15.64 EV/EBITDA Negative

Town Sports International (CLUB) Activist Investor: PW Partners; HG Vora

Investor Info Catalyst Info Shares 6,371,133 Catalyst:

On January 7 PW Partners and HG Vora nominated six individuals for election to CLUB’s board http://www.sec.gov/Archives/edgar/data/1281774/000092189515000030/ex991to13da408800hgv_010715.htm Comment: We initially covered CLUB on August 20, 2014 when HG Vora increased its ownership from 13% to 16% and changed from a "passive" investor to "active". HG recommended CLUB (i) distribute 27M in cash, (ii) improve free cash flow, (iii) explore a like-kind exchange for a NYC property, and (iv) engage a financial advisor. On August 26 Farallon (16.7% shareholder) reported that a Senior Managing Member spoke with a member of the Company’s board of directors and stated that the Company should be prepared to evaluate a sale. On September 15 PW Partners disclosed a 6.8% "active" stake in CLUB; PW formed an investment group with HG Vora totaling 24% with the intention to “enhance stockholder value” On November 20 we reported that PW/HG increased their group ownership to 25.2% On January 5, 2015 PW/HG increased their ownership to 26.2%

Legal counsel to PW Partners

% Outstanding 26.2% Cost Basis Not Avail Company Info Share Price 6.67 Revenue 458M Market Cap 158M Enterprise Value 345M Net Cash -196M EBITDA 60M 52 wk. range 4.01 – 13.60 EV/EBITDA 5.8

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E.I. du Pont (DD) Activist Investor: Trian Fund

Investor Info Catalyst Info Shares ~25,000,000 Catalyst:

On January 8 Trian nominated four candidates for election to the DuPont board and outlined why DuPont is an inefficient conglomerate. http://www.sec.gov/Archives/edgar/data/30554/000093041315000107/c79721_ex1.htm DuPont issued a press release commenting on Trian’s nomination. http://www.sec.gov/Archives/edgar/data/30554/000110465915001374/a15-2040_2defa14a.htm Comment: We initially covered DD on September 16, 2014 when Trian sent a letter/whitepaper to DuPont urging the board to break itself up http://trianwhitepapers.com/ At that time, Dupont issued a press release saying the board is committed to continuing on its strategic plan. http://finance.yahoo.com/news/dupont-statement-regarding-trian-122000658.html

Proxy Solicitor to Trian Partners

% Outstanding 2.7% Cost Basis Not Avail Company Info Share Price 74.06 Revenue 35B Market Cap 67B Enterprise Value 75B Net Cash -9B EBITDA 6B 52 wk. range 59.35 – 75.82 EV/EBITDA 12.2

diaDexus, Inc. (DDXS) Activist Investor: Leap Tide

Investor Info Catalyst Info Shares 4,977,791 Catalyst:

On January 8 Pessin increased his stake in DDXS to 8.9% Comment: We initially covered DDXS on September 5, 2014 when Pessin disclosed a 4.9% "active" stake in DDXS On October 17 Leap Tide disclosed a 7.7% "active" stake On December 15, 2014 Leap Tide Capital increased its ownership from 7.7% to 8.9% and an avg. cost of $0.45/sh On January 7, 2015 three DDXS directors resigned and were replaced by 2 new directors

Legal counsel to Leap Tide Capital

Legal counsel to Norman Pessin

% Outstanding 8.9% Cost Basis 0.57 Company Info Share Price 0.69 Revenue 27M Market Cap 38M Enterprise Value 35M Net Cash 1M EBITDA N/A 52 wk. range 0.28 – 1.18 EV/EBITDA N/A

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Forestar Group (FOR) Activist Investor: SpringOwl Associates; Cove Street Capital

Investor Info Catalyst Info Shares 2,460,068 Catalyst:

On January 6 SpringOwl and Cove Street sent a letter to shareholders outlining the issues they have raised with the company over the past 2 years. http://www.sec.gov/Archives/edgar/data/351262/000090266415000008/p15-0001exhibit3.htm Comment: We initially covered FOR on November 14, 2014 when SpringOwl and Cove Street formed an investment group with 6.2% ownership and announced they have been in discussions with the Company regarding: (i) review strategic alternatives available with respect to its oil and gas business; (ii) evaluate and refine the Company's capital allocation strategy; and (iii) initiate certain changes to the governance structure and Board composition.

Legal counsel to SpringOwl and Cove Street

% Outstanding 7.0% Cost Basis 18.69 Company Info Share Price 15.09 Revenue 325M Market Cap 529M Enterprise Value 794M Net Cash -259M EBITDA 81M 52 wk. range 14.23 – 21.14 EV/EBITDA 9.9

IEC Electronics Corp (IEC) Activist Investor: Vintage Capital

Investor Info Catalyst Info Shares 710,960 Catalyst:

On January 9 Vintage filed definitive proxy materials and issued a letter to shareholders seeking support for the election of its board nominees. http://www.sec.gov/Archives/edgar/data/49728/000157104915000164/t1500039x1-def14a.htm; On the same day IEC issued a letter to shareholders calling Vintage’s nominees “fundamentally flawed” http://finance.yahoo.com/news/iec-electronics-issues-letter-stockholders-133055409.html Comment: We initially covered IEC on February 13, 2014 when Vintage disclosed a 5.6% "active" stake. On May 28 Vintage increased its "active" ownership from 5.6% to 6.3% On August 14 Vintage increased its "active" ownership from 6.3% to 7.1% and sent a letter to the Board demanding they rescind the NOL Poison Pill immediately and refresh the board membership. A copy of Vintage Capital’s letter is available here: http://www.sec.gov/Archives/edgar/data/49728/000157104914004031/t1401579_ex2.htm On October 27 Vintage nominated 7 individuals for election to the board of IEC On November 7 Vintage sent a letter to IEC's CEO declining his request to interview Vintage's Director nominees http://www.sec.gov/Archives/edgar/data/49728/000157104914005977/t1402118_ex99-3.htm On December 1 Vintage filed preliminary proxy materials to elect 7 new directors to the board. http://www.sec.gov/Archives/edgar/data/49728/000157104914006914/t1402368_dfan14a.htm

Proxy Solicitor to Vintage Capital

% Outstanding 7.1% Cost Basis 3.80 Company Info Share Price 4.73 Revenue 136M Market Cap 47M Enterprise Value 77M Net Cash -30M EBITDA 6M 52 wk. range 3.75 – 5.60 EV/EBITDA 12.2

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Investors Bancorp (ISBC) Activist Investor: Blue Harbour Group

Investor Info Catalyst Info Shares 26,617,620 Catalyst:

Blue Harbour increased its ownership to 7.4% Comment: We initially covered ISBC on August 21, 2014 when Blue Harbour increased its ownership from 4.5% to 5.7% and announced plans to engage with the board about value enhancing ideas

Legal counsel to Blue Harbour

% Outstanding 7.4% Cost Basis 10.45 Company Info Share Price 10.84 Revenue 524M Market Cap 3.7B Enterprise Value 6.0B Net Cash -2.3B EBITDA N/A 52 wk. range 9.54 – 11.36 EV/EBITDA N/A

MB Bancorp (MBCQ)

Activist Investor: Joseph Stilwell

Investor Info Catalyst Info Shares 197,183 Catalyst:

On January 9 Stilwell disclosed a 9.32% "active" stake in MBCQ

% Outstanding 9.32% Cost Basis 10.39 Company Info Share Price 10.80 Revenue 2M Market Cap N/A Enterprise Value N/A Net Cash -10M EBITDA N/A 52 wk. range 10.40 – 10.86 EV/EBITDA N/A

Meru Networks, Inc. (MERU) Activist Investor: Vertex Capital

Investor Info Catalyst Info Shares 610,116 Catalyst:

Vertex Capital (formerly Potomac Capital) announced its representative had resigned from the board following the company's announcement that they have retained an investment bank to examine strategic alternatives Comment: We initially covered MERU on December 3, 2013 when Potomac disclosed a 5.2% “active” stake. On January 14, 2014 Meru entered into a settlement agreement with Potomac, expanding the board by 2 members and adding 2 new directors recommended by Potomac. On May 6, 2014 Castle Union (7.1% at $3.789/sh) sent a letter to MERU highlighting the company's underperformance and suggesting a sale. On September 26 Castle Union sent a letter to the board applauding them for their responsiveness to shareholders http://www.sec.gov/Archives/edgar/data/1167294/000139834414005109/fp0011789_ex991.htm

Legal counsel to Vertex Capital

% Outstanding 2.6% Cost Basis Not Avail Company Info Share Price 3.11 Revenue 99M Market Cap 74M Enterprise Value 58M Net Cash 19M EBITDA -14M 52 wk. range 2.83 – 4.94 EV/EBITDA Negative

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

ModusLink Global Solutions Inc. (MLNK) Activist Investor: Handy & Harman (Steel Partners)

Investor Info Catalyst Info Shares 16,700,879 Catalyst:

Handy/Steel was granted a waiver under MLNK's poison pill to increase its ownership to 45% as well as a limited waiver under section 203 of Delaware's anti-takeover statute. http://www.sec.gov/Archives/edgar/data/106618/000092189515000032/ex91to13da1706447042_010515.htm Comment: We previously covered MLNK in numerous Catalyst Research Reports since 2010, including proxy contests for board representation in 2010 and 2011. On February 13, 2013 Handy & Harman (Steel Partners) entered into a settlement agreement with MLNK under which they agreed to add 2 new directors to a 7-member board and Handy/Steel agreed to invest $30M in the Company.

Strategy & Communications to Peerless Systems (2011-2012); The ModusLink Full Value Committee (2010)

Proxy Solicitor to ModusLink

Proxy Solicitor to Handy & Harman

Legal counsel to Handy & Harman (2012 & 2013);

The Moduslink Full Value Committee (2010)

% Outstanding 30.9% Cost Basis Not Avail Company Info Share Price 3.79 Revenue 719M Market Cap 196M Enterprise Value 116M Net Cash 81M EBITDA 15M 52 wk. range 2.87 – 5.80 EV/EBITDA 7.9

MSCI Inc. (MSCI) Activist Investor: ValueAct Capital

Investor Info Catalyst Info Shares 9,308,288 Catalyst:

On Jan 5 ValueAct sent a letter to the lead director of MSCI expressing great frustration in the way in which the board handled VA's request for a board seat and encouraged the board to engage without management or advisors to gain their perspective on management's performance. http://www.sec.gov/Archives/edgar/data/1408198/000141881215000005/msci13d0301515.txt Comment: On November 28, 2012 ValueAct disclosed a 5.0% “active” ownership stake in MSCI. On August 23, 2013 ValueAct increased its "active" stake from 5.0% to 6.1% ValueAct increased its "active" stake in MSCI, Inc. (the former parent company to ISS) from 6.1% to 8.0%

% Outstanding 8.3% Cost Basis Not Avail Company Info Share Price 51.87 Revenue 1.1B Market Cap 5.8B Enterprise Value 6.2B Net Cash -344M EBITDA 443M 52 wk. range 39.78 – 52.48 EV/EBITDA 13.9

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MeadWestvaco Corporations (MWV) Activist Investor: Starboard Value

Investor Info Catalyst Info Shares 10,093,836 Catalyst:

On January 8 MWV announced it will spin-off its chemicals business http://finance.yahoo.com/news/mwv-separate-specialty-chemicals-business-120000314.html Comment: We initially covered MWV on May 30, 2014 when Starboard disclosed a 5.6% "active" stake and sent a letter stating its belief that the company is deeply undervalued, outlining several ideas to increase value. http://www.sec.gov/Archives/edgar/data/1159297/000141588914001724/ex991to13d06297133_05222014.pdf On December 9, 2014 Starboard increased its ownership from 5.6% to 6.1% and entered into a advisory agreements with two individuals in connection with its investment.

Legal counsel to Starboard Value

% Outstanding 6.1% Cost Basis 39.26 Company Info Share Price 44.50 Revenue 5.6B Market Cap 7.5B Enterprise Value 10.0B Net Cash -2.6B EBITDA 945M 52 wk. range 33.59 – 45.77 EV/EBITDA 10.6

Noble Roman’s Inc. (NROM) Activist Investor: Privet Fund

Investor Info Catalyst Info Shares 2,451,489 Catalyst:

Privet increased its "active" ownership in NROM from 9.3% to 12.2% Comment: We initially covered NROM on June 23, 2014 when Privet disclosed a 7.2% "active" stake On December 8 Red Alder disclosed a 5.3% "active" stake and stated its belief that NROM has repaid outstanding indebtedness in a manner that has created inefficiencies on its balance sheet and now is an opportune time for the Company to renegotiate its debt covenants with its lenders to enable the Company to return capital to its stockholders through a significant share repurchase. On December 31, 2014 we reported that Red Alder increased its ownership from 5.3% to 6.35% at $1.77/sh

Legal counsel to Red Alder

% Outstanding 12.2% Cost Basis 1.64 Company Info Share Price 2.14 Revenue 8M Market Cap 43M Enterprise Value 46M Net Cash -3M EBITDA 3M 52 wk. range 1.16 – 2.24 EV/EBITDA 14.4

OM Group (OMG) Activist Investor: FrontFour Capital

Investor Info Catalyst Info Shares 1,794,106 Catalyst:

On January 9 FrontFour disclosed a 5.8% "active" stake (through stock and options) in OMG and sent a letter to the Chairman/CEO announcing plans to nominate 3 directors. In the letter, FrontFour demanded $50M in cost cuts, a release of $30M in working capital, and a $250M stock buyback. http://www.sec.gov/Archives/edgar/data/899723/000092189515000046/ex991to13d08016008_01022015.pdf On the same day (January 9) OMG issued a letter defending its strategy. http://finance.yahoo.com/news/om-group-issues-statement-following-194000244.html

Legal counsel to FrontFour Capital

% Outstanding 5.8% Cost Basis Not Avail Company Info Share Price 29.58 Revenue 1.1B Market Cap 894M Enterprise Value 805M Net Cash 107M EBITDA 107M 52 wk. range 21.87 – 37.58 EV/EBITDA 7.5

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Prudential Bancorp (PBIP) Activist Investor: Lawrence Seidman

Investor Info Catalyst Info Shares 656,283 Catalyst:

Seidman increased his "active" ownership to 6.9% Comment: We initially covered PBIP on October 28, 2013 when Warren Mackey disclosed a 7.2% "active" stake in PBIP On August 22 Seidman disclosed a 5.87% ownership stake and requested board representation On September 4 PBIP entered into an agreement with Seidman to appoint 1 person to the board

Legal counsel to Lawrence Seidman

% Outstanding 6.9% Cost Basis 10.94 Company Info Share Price 12.25 Revenue 14M Market Cap 94M Enterprise Value 50M Net Cash 45M EBITDA N/A 52 wk. range 10.45 – 12.50 EV/EBITDA N/A

Yahoo! Inc. (YHOO) Activist Investor: Starboard Value

Investor Info Catalyst Info Shares Not Avail Catalyst:

On January 8 Starboard sent a letter to YHOO expressing concern over rumors that Yahoo may be contemplating a large acquisition. In the letter Starboard says the Company should explore a merger with AOL and divest non-core minority investments in a tax-efficient manner http://finance.yahoo.com/news/starboard-delivers-letter-ceo-board-142100587.html Comment: We initially covered YHOO on May 13, 2012 when Yahoo entered into a settlement agreement with Third Point. Under the terms of the agreement Third Point’s nominees held 3 board seats on a board of 11 directors (reduced from 14). On July 22, 2012 Third Point sold 66% of its ownership back to YHOO for $29.11/sh and gave up its 3 seats on the board On September 26, 2014 Starboard sent a letter to YHOO's board highlighting several opportunities to create value, including merging with AOL http://finance.yahoo.com/news/starboard-delivers-letter-ceo-board-160700399.html Starboard’s ideas include:

1. Unlocking the substantial value from Yahoo's non-core minority equity stakes in Alibaba Group Holding Limited ("Alibaba") and Yahoo Japan in a structure that delivers value directly to Yahoo shareholders in a tax-efficient manner;

2. Realizing substantial cost efficiencies by reducing expenses throughout the Company, specifically with a goal of reducing losses in the Display business by between $250 and $500 million;

3. Halting Yahoo's aggressive acquisition strategy which has resulted in $1.3 billion of capital spent since Q2 2012 while consolidated revenues have remained stagnant and EBITDA has materially decreased; and

4. Exploring a strategic combination with AOL, Inc. – a company we know well – which could improve Yahoo's competitive position, deliver cost synergies of up to $1 billion, and potentially facilitate the realization of value from Yahoo's non-core equity stakes with minimal tax leakage.

Legal counsel to Starboard Value

% Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 49.72 Revenue 4.6B Market Cap 46B Enterprise Value 37B Net Cash 10B EBITDA 720M 52 wk. range 32.15 – 52.62 EV/EBITDA 51.5

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CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel. +1 215.325.0514 [email protected] FREE Subscription to the weekly report: http://www.hedgerelations.com/research.html or Email: [email protected]

The Catalyst Equity Research Report™ is a general circulation weekly. Hedge Fund Solutions and/or its affiliates (the “Firm”) may have a consulting relationship with the companies featured in this report (the “Companies”). The Firm may also actively trade in the securities of the Companies for its own account. At any time, the Firm, funds it manages and/or its employees or their family members may have a long or short position in registered or non-registered securities or in options on any such security of any company mentioned in this report. The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although opinions and estimates expressed in this report reflect the current judgment of the Firm, the information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services for companies mentioned in this report and may occasionally possess material, nonpublic information regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are not guaranteed in any way.

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PLATINUM SPONSORS – Broker-Dealer

APB Financial Group is a Special Situations Brokerage Firm tailored to investors seeking fundamental value and catalyst-driven activist investments. www.apbfinancialgroup.com Contact: Steven Abernathy, Principal Email: [email protected] Tel: +1 212.293.3469

PLATINUM SPONSORS – Legal Advisers

Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific requirements and concerns of the firm’s clients. Olshan is widely recognized as a preeminent law firm in the activist strategy area, and represents experienced activist investors, funds new to the activist area, as well as other investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies, from private negotiations with management to public, high profile proxy contests, including expertly and efficiently handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers, with extensive expertise in these matters. Olshan’s highly regarded attorneys provide a full range of legal services and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing activist investors today. Contact: Steve Wolosky, Partner Email: [email protected] Tel: +1 212.451.2333

Schulte Roth and Zabel LLP, one of the leading law firms in the activist investing area, has been involved in some of the highest-profile campaigns facing the business world in recent years. Serving both activist-only and occasional activists, the firm advises on federal securities law, state corporate law, Hart-Scott-Rodino, proxy rules and related matters, as well as handling investigations and litigations arising out of clients' activist activity. The firm, with over 375 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Contact: Marc Weingarten, Partner Email: [email protected] Tel: +1 212.756.2280 David Rosewater, Partner Email: [email protected] Tel: +1 212.756.2208

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

PLATINUM SPONSORS – Proxy Advisors

Alliance Advisors LLC is a multi-faceted shareholder communications firm specializing in proxy solicitation, corporate governance consulting, and information agent services. Our in-depth view of the investor communities and governance environment allows us to prepare for successful outcomes. Alliance Advisors’ “fight team” has built a distinguished reputation by successfully completing countless contested assignments. The team will complete a comprehensive analysis of the shareholder base and build a calculated battle plan accordingly. We will assist in the crafting and delivery of your message to the target audience, ensuring the message is heard and understood. Alliance Advisors consistently delivers successful outcomes to our clients. Contact: Peter Casey, Executive Vice President Email: [email protected] Tel: +1 973.873.7710

Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting services on a wide range of matters, including executive compensation proposals, corporate governance issues and investor relations. Innisfree’s reputation derives from our success in complex and/or contested situations. Key to that success is our ability to track, identify and understand the shifting dynamics of a company’s security-holder base and provide battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this refined, analytical based approach enables us to deliver the extraordinary results our clients expect. Contact: Arthur Crozier, Co-Chairman Email: [email protected] Tel: +1 212.750.5837

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York City, Los Angeles, Palo Alto and London. MacKenzie's services include corporate governance consulting, security holder solicitations, information agent services for tender and exchange offers, beneficial ownership identification, market surveillance and associated financial, investor and media relations services. We work in close partnership with our client's attorneys, investment bankers and other consultants, providing advice and counsel at each stage of the transaction. Contact: Mark Harnett, President Email: [email protected] Tel: +1 212.929.5877

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