CATALYST EQUITY RESEARCH REPORT ™ - Hedge … - Catalyst...CATALYST EQUITY RESEARCH REPORT Weekly...

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CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html

Transcript of CATALYST EQUITY RESEARCH REPORT ™ - Hedge … - Catalyst...CATALYST EQUITY RESEARCH REPORT Weekly...

CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments

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www.hedgerelations.com/research.html

HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending March 20, 2015

SYMBOL COMPANY INVESTOR

ADES Advanced Emission Solutions HG Vora Capital Management ARTX Arotech Corporation Echo Lake Capital BGFV Big 5 Sporting Goods Stadium Capital BH Biglari Holdings Groveland Capital BKD Brookdale Senior Living Sandell Asset Management BTN Ballantyne Strong, Inc. Fundamental Global Partners BV Bazaarvoice, Inc. Discovery Capital CAS A.M. Castle & Co Raging Capital CTP CTPartners Executive Search Maguire Asset Management DHG Deutsche High Income Fund Bulldog Investors DSCI Derma Sciences Broadfin Capital GSIT GSI Technology Vertex Capital Advisors ITG Investment Technology Group Phil. Fin Mgt. of San Fran; Voce Capital METR Metro Bancorp PL Capital MGM MGM Resorts International Land & Buildings MHGC Morgans Hotel Group Vector Group PCI PIMCO Dynamic Credit Fund Ironside Partners QUMU Qumu Corporation Dolphin Limited RESN Resonant, Inc. Park City Capital ROVI Rovi Corporation Engaged Capital RST Rosetta Stone Inc. Nierenberg Investment Mgt. SRT StarTek, Inc. Engine Capital SUGR Sugar Creek Financial Joseph Stilwell SUP Superior Industries GAMCO International VTSS Vitesse Semiconductor Raging Capital WYNN Wynn Resorts Elaine Wynn

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.

To Learn More: Download a brochure http://www.hedgerelations.com/CIR/CIR%20Brochure.pdf

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Advanced Emissions Solutions, Inc. (ADES) Activist Investor: HG Vora

Investor Info Catalyst Info Shares 2,170,000 Catalyst:

ADES entered into an agreement with HG Vora allowing them to increase ownership from 9.9% to 14.9%. However, all shares owned above 10% will be voted in line with the board's recommendation. http://www.sec.gov/Archives/edgar/data/1515156/000119312515094710/d892344d8k.htm

% Outstanding 9.9% Cost Basis Not Avail Company Info Share Price 17.50 Revenue 269M Market Cap 384M Enterprise Value 340M Net Cash 16M EBITDA 9M 52 wk. range 8.68 – 17.72 EV/EBITDA 36.9

Arotech Corporation (ARTX)

Activist Investor: Echo Lake Capital

Investor Info Catalyst Info Shares 1,224,804 Catalyst:

Echo Lake disclosed a 5% "active" stake in ARTX

% Outstanding 5.0% Cost Basis 2.61 Company Info Share Price 3.32 Revenue 104M Market Cap 76M Enterprise Value 88M Net Cash -10M EBITDA 8M 52 wk. range 2.02 – 6.61 EV/EBITDA 10.8

Big 5 Sporting Goods Corp. (BGFV) Activist Investor: Stadium Capital Management

Investor Info Catalyst Info Shares 2,513,220 Catalyst:

On March 17 Stadium nominated three to the board. http://www.sec.gov/Archives/edgar/data/1105087/000157104915002022/t1500621_exf.htm Comment: We previously covered BGFV in our August 26, 2011 Catalyst Research Report, highlighting Stadium Capital’s 15.3% “active” ownership stake. On October 25, 2011 BGFV appointed one Stadium rep to an expanded board of 7 directors. On December 18, 2014 Stadium Capital submitted a shareholder proposal to declassify the board On January 21, 2015 Stadium Capital sent a letter expressing disappointment that the board created a special committee with the authority to take all actions the full board is empowered to take, while excluding one board member from the committee - Stadium's representative on the board. On February 4 Stadium sent a letter to the Chairman continuing to express concern over the board's "super committee" and says it’s time for change. http://www.sec.gov/Archives/edgar/data/1105087/000157104915000789/t1500262_ex99-e.htm

% Outstanding 11.4% Cost Basis 10.11 Company Info Share Price 13.54 Revenue 978M Market Cap 298M Enterprise Value 353M Net Cash -57M EBITDA 49M 52 wk. range 9.19 – 16.62 EV/EBITDA 7.2

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Biglari Holdings (BH) Activist Investor: Groveland Capital

Investor Info Catalyst Info Shares Not Avail Catalyst:

On March 16 Groveland issued a presentation outlining the reasons it is seeking six new directors http://www.sec.gov/Archives/edgar/data/93859/000089706915000229/cg548.htm On March 18 BH filed its investor presentation urging shareholders reject Groveland's nominees http://www.okapivote.com/biglari. Also on March 18 Groveland issued a letter responding to BH's letter. http://www.sec.gov/Archives/edgar/data/93859/000089706915000236/cg550a.pdf On March 20 BH issued a supplemental Investor Presentation “Setting the Record Straight” http://www.okapivote.com/biglari Comment: We initially covered BH on November 21, 2014 when Groveland Capital (<1% shareholder) announced it has nominated 6 candidates to the board http://www.sec.gov/Archives/edgar/data/93859/000089706914000475/cg460.htm On January 21, 2015 Groveland issued a press release calling for improved corporate governance at BH, including the elimination of the investment agreement and licensing agreement with its CEO Sardar Biglari. http://www.sec.gov/Archives/edgar/data/93859/000089706915000022/cg472.htm On February 13 Groveland filed preliminary proxy materials http://www.sec.gov/Archives/edgar/data/93859/000089706915000122/cg525.htm and sent a letter to BH shareholders outlining its case for change. http://www.sec.gov/Archives/edgar/data/93859/000089706915000125/cg526.htm On February 20 GAMCO (9.54%) sent a letter to BH asking the intent of Biglari's management regarding the voting of 216,913 shares held by The Lion Fund purchased in part with capital belonging to BH. GAMCO says it will support BH's nominees (with 196,967 shares) if those shares abstain from voting. http://www.sec.gov/Archives/edgar/data/93859/000080724915000035/bh_08.pdf

Legal counsel to Biglari Holdings

% Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 424.00 Revenue 793M Market Cap 859M Enterprise Value 1.0B Net Cash -179M EBITDA 41M 52 wk. range 312.00 – 475.40 EV/EBITDA 25.6

Brookdale Senior Living (BKD) Activist Investor: Sandell Asset Management

Investor Info Catalyst Info Shares Not Avail Catalyst:

On March 16 Sandell issued a press release announcing its intention to nominate three directors. http://www.sec.gov/Archives/edgar/data/1140474/000090266415001789/p15-0940exhibit_1.htm On March 17 BKD announced it is co-acquiring a portfolio of 35 senior housing communities with HCP, Inc for $849M; BKD will own 10% and HCP, Inc. will own 90%

Legal counsel to Sandell Asset Management

% Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 38.15 Revenue 3.3B Market Cap 7.0B Enterprise Value 13.2B Net Cash -6.2B EBITDA 605M 52 wk. range 29.50 – 38.96 EV/EBITDA 21.8

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Ballantyne Strong, Inc. (BTN) Activist Investor: Fundamental Global Partners

Investor Info Catalyst Info Shares 1,985,748 Catalyst:

On March 16 Fundamental GP nominated seven candidates to the board of BTN. http://www.sec.gov/Archives/edgar/data/946454/000114420415016288/v404652_dfan14a.htm

% Outstanding 14.1% Cost Basis 4.28 Company Info Share Price 4.80 Revenue 95M Market Cap 68M Enterprise Value 46M Net Cash 22M EBITDA Not Avail 52 wk. range 3.65 – 5.05 EV/EBITDA Not Avail

Bazaarvoice Inc. (BV) Activist Investor: Discovery Capital

Investor Info Catalyst Info Shares 4,351,015 Catalyst:

On March 19 Discovery disclosed a 5.5% "active" stake in BV % Outstanding 5.5% Cost Basis 7.23 Company Info Share Price 5.90 Revenue 186M Market Cap 462M Enterprise Value 418M Net Cash 47M EBITDA -22M 52 wk. range 5.77 – 9.39 EV/EBITDA Negative

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

Investor Info Catalyst Info Shares 4,630,795 Catalyst:

On March 17 CAS settled with Raging Capital and agreed to appoint three new directors to the board. http://www.sec.gov/Archives/edgar/data/18172/000001817215000009/form8-krercsettlementandby.htm 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% On January 5, 2015 Raging Capital disclosed a 14.5% "active" stake (avg. $7.32/sh) 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 $21.5M of the Company’s 12.75% senior notes. On January 26 Raging Capital nominated 3 to the board On February 2 Huber increased its ownership from 6.5% to 8.1% On February 26 Huber increased its ownership from 8.1% to 10.9% On March 3 Raging Capital increased its ownership to 19.7%

Legal counsel to Raging Capital

% Outstanding 19.7% Cost Basis 6.47 Company Info Share Price 3.64 Revenue 979M Market Cap 88M Enterprise Value 390M Net Cash -302M EBITDA -20M 52 wk. range 2.80 – 15.00 EV/EBITDA Negative

CTPartners Executive Search (CTP) Activist Investor: Maguire Asset Management

Investor Info Catalyst Info Shares Not Avail Catalyst:

On March 20 Maguire AM sent a letter to the Board calling for a robust auction process saying the company could be worth $12-$16/share in a strategic sale. https://finance.yahoo.com/news/maguire-asset-management-urges-ctpartners-130000492.html Comment: We initially covered CTP on February 13 when DHR’s offer for $7/share in cash was rejected by the board. On February 23 DHR disclosed a 5.1% "active" stake. http://www.sec.gov/Archives/edgar/data/1439199/000119312515058517/d879127dex994.htm On February 26 DHR increased its stake to 6.3%. On February 12 DHR increased its ownership to 7.5% and nominated a slate of six directors. https://finance.yahoo.com/news/dhr-proposes-blue-chip-roster-230500044.html On March 19 DHR reduced its ownership below 5%

Strategy & Communications to Maguire Asset Management

Legal counsel to Maguire Asset Management

% Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 6.17 Revenue 165M Market Cap 48M Enterprise Value 66M Net Cash -15M EBITDA 15M 52 wk. range 3.01 – 23.75 EV/EBITDA 4.5

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Deutsche High Income Opportunities Fund (DHG) Activist Investor: Bulldog Investors

Investor Info Catalyst Info Shares 1,348,966 Catalyst:

On March 16 Bulldog nominated four candidates to the board and submitted a proposal requesting the board authorize a self-tender offer at 100% of NAV. http://www.sec.gov/Archives/edgar/data/1375387/000150430415000025/EX-99.b.pdf Comment: We initially covered DHG on July 10 when Bulldog disclosed a 5.65% "active" ownership stake (at the time DHG was trading at a -12.2% discount to NAV) On November 17, 2014 Bulldog increased its stake from 5.65% to 6.99% On February 2, 2015 Bulldog increased its ownership from 6.99% to 8.47%

% Outstanding 8.73% Cost Basis Not Avail Company Info Share Price 14.44 Revenue Not Avail Market Cap Not Avail Enterprise Value Not Avail Net Cash Not Avail EBITDA Not Avail 52 wk. range 13.31 – 14.98 EV/EBITDA Not Avail

Derma Sciences, Inc. (DSCI) Activist Investor: Broadfin Capital

Investor Info Catalyst Info Shares 2,130,477 Catalyst:

On March 18 Broadfin changed its filing status from "passive" to "active" and announced it is having discussions regarding the board's composition On March 19 DSCI entered into a standstill agreement with Broadfin to add one representative to the board http://www.sec.gov/Archives/edgar/data/892160/000092189515000678/sc13da110042003_03192015.pdf Comment: We previously covered DSCI in our March 2, 2012 and December 2, 2011 Catalyst Research Reports, highlighting Raging Capital’s original 13.5% “active” ownership stake. On February 15, 2012 activist investor Baker Street Capital disclosed a 6.2% “passive” ownership position in DSCI. On March 2 Raging Capital nominated two people to the board of DSCI. On March 15, 2012 DSCI agreed to nominate and support the election of one person recently nominated by Raging Capital. The board also agreed to add a new independent director to the board as soon as practicable after the 2012 annual meeting. RC no longer owns DSCI stock.

Legal counsel to Raging Capital (in 2012)

Legal counsel to Broadfin Capital

% Outstanding 8.3% Cost Basis Not Avail Company Info Share Price 9.22 Revenue 61M Market Cap 98M Enterprise Value 75M Net Cash 23M EBITDA 1M 52 wk. range 6.94 – 11.65 EV/EBITDA 75.7

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GSI Technology Inc. (GSIT) Activist Investor: Vertex Capital

Investor Info Catalyst Info Shares 2,353,557 Catalyst:

On March 17 Vertex nominated three to the board On March 18 Vertex amended its nomination notice and added one candidate for a total of four candidates for election to the board Comment: We initially covered GSIT on September 26, 2008 when Riley Investment Management (at the time RIM owned 5.0% of GSIT) sent a letter to GSIT requesting they implement a stock buyback program. On July 7, 2011 Discovery Capital disclosed a 5.6% “active” ownership stake for $7.38/share. Discovery no longer owns any shares. On January 14 Vertex Capital disclosed a 9.9% "active" stake in GSIT

Legal counsel to Vertex Capital

% Outstanding 9.9% Cost Basis 4.94 Company Info Share Price 5.80 Revenue 53M Market Cap 227M Enterprise Value 136M Net Cash 70M EBITDA -5M 52 wk. range 4.52 – 7.15 EV/EBITDA Negative

Investment Technology Group (ITG) Activist Investor: Philadelphia Financial Management of San Francisco; Voce Capital

Investor Info Catalyst Info Shares 2,256,083 Catalyst:

On March 16 Phila. Financial and Voce issued a press release regarding ITG's recent capital allocation announcements and nominated three to the board. http://www.businesswire.com/news/home/20150316006335/en/Coalition-ITG-Shareholder-Responds-Board-Announcements#.VQgjHOEWBTI Comment: We initially covered ITG on July 22, 2014 when Philadelphia Financial disclosed a 6.3% "active" stake in ITG and said they acquired the stock because it is trading at a discount due to inappropriate management by its current CEO. ITG confirmed it has received a letter from Phila. Financial and said it will provide an update on financial results and business outlook during the 2nd Q call on July 31 Letter: http://www.sec.gov/Archives/edgar/data/920424/000121465914005256/ex99_a.htm Presentation: http://www.sec.gov/Archives/edgar/data/920424/000121465914005256/ex99_b.htm Phil. Financial formed an investment group with Voce Capital with the intention of engaging with ITG's board On March 15 we reported that ITG is rumored to be in talks to buy Convergex for approx. $200M

Legal counsel to Voce Capital

% Outstanding 6.3% Cost Basis Not Avail Company Info Share Price 28.25 Revenue 557M Market Cap 953M Enterprise Value 717M Net Cash 248M EBITDA N/A 52 wk. range 14.65 – 29.50 EV/EBITDA N/A

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Metro Bancorp (METR) Activist Investor: PL Capital

Investor Info Catalyst Info Shares 1,247,179 Catalyst:

On March 16 PL Capital withdrew one of its two nominees to the board Comment: We initially covered METR on March 24, 2014 when PL Capital disclosed a 5.2% "active" stake. On April 16 PL Capital increased its ownership from 5.2% to 6.8% On May 28 PL Capital increased its ownership from 6.8% to 8.2% at an average cost of $15.88/share On June 3 Basswood Capital (9.78% at an avg. cost of $18.39) sent a letter to METR strongly encouraging them to hire a bank and begin a process to sell the Company. On October 16 PL sent a letter to METR announcing its intention to nominate one or more candidates On October 20, 2014 PL Capital nominated 2 to the board of METR http://www.sec.gov/Archives/edgar/data/1085706/000089706914000437/cg452a.htm On February 17, 2015 METR adopted a poison pill with a 15% trigger https://finance.yahoo.com/news/metro-bancorp-adopts-shareholder-rights-135000128.html

% Outstanding 8.88% Cost Basis 16.33 Company Info Share Price 27.74 Revenue 121M Market Cap 394M Enterprise Value 691M Net Cash -295M EBITDA N/A 52 wk. range 20.01 – 27.95 EV/EBITDA N/A

MGM Resorts International (MGM) Activist Investor: Land and Buildings

Investor Info Catalyst Info Shares 3,787,000 Catalyst:

On March 17 Land and Buildings proposed MGM convert to a REIT to unlock value and nominated four to the board http://www.sec.gov/Archives/edgar/data/789570/000090266415001802/p15-0944exhibit1.htm Land and Buildings issued a presentation indicating a 70% upside in stock value. http://www.sec.gov/Archives/edgar/data/789570/000090266415001802/p15-0944exhibit2.htm

% Outstanding 0.8% Cost Basis Not Avail Company Info Share Price 22.62 Revenue 9.7B Market Cap 11.1B Enterprise Value 23.0B Net Cash -12B EBITDA 2.1B 52 wk. range 17.25 – 27.64 EV/EBITDA 10.9

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Morgans Hotel Group (MHGC) Activist Investor: Vector Group (Ticker: VGR)

Investor Info Catalyst Info Shares (Warrants) 2,196,447 Catalyst:

On March 16 MHGC appointed one individual from Vector Group to the board Comment: We initially covered MHGC in November 2008 when Edward Scheetz began to aggressively increase his ownership. On April 23 2010 Ron Burkle/Yucaipa purchased $78M of MHGC’s convertible debt from Harbinger Capital. If converted, Burkle would own 9.9% of the company. On June 1, 2011 HG Vora announced an “active” investment in MHGC and disclosed a 9.97% ownership position at an avg. cost of $5.42. (Parag Vora is one of OTK’s nominees) On August 12 2011 we reported that Vector Group disclosed a 5.6% “active” ownership stake in MHGC. On March 15, 2013 OTK sent a letter to shareholders of MHGC and nominated 7 for election to the board. On April 1 MHGC announced it is swapping the ownership of its Delano South Beach Hotel for Yucaipa’s convertible notes and preferred stock. They also announced a $100 million rights offering back by Yucaipa. As a result, the Company is pushing its annual meeting back to July 10. On April 4 OTK filed a lawsuit seeking to stop the recapitalization in advance of the stockholder meeting. On April 8 OTK obtained a delay of the Company’s rights offering pending a hearing for a preliminary injunction in DE Chancery Court, which is expected May 15. On May 15 DE Chancery ruled in favor of OTK: MHGC must keep March 22 record date and is prohibited from doing a deal with Yucaipa. On May 17 the company said a large international hotel group offered $7.50/sh to acquire them in Nov. 2012 On June 5 Yucaipa announced that it supports management’s plan to examine strategic alternatives but Yucaipa will not be a bidder in the process. Yucaipa also announced that it opposes OTK’s director nominees. On September 4 Kerrisdale Capital (~3.0%) announced plans to nominate directors On August 30 Yucaipa (who currently owns warrants to purchase an aggregate of 28% of MHGC stock) sent a letter to MHGC expressing frustration in its sale process and demanding board observation rights. On September 23 we reported that 40 North Management disclosed a 5.38% "active" stake for $7.37/share On October 7 we reported that Yucaipa is suing MHGC over its Board Observation Rights under a 2009 stock purchase agreement; saying the Company "has done everything in its power to undermine those rights." On November 1 Yucaipa/Burkle offered to buy MHGC for $8/share. Kerrisdale nominated 7 individuals for election to the board at the May 14 annual meeting and called for the company to be sold. On April 2 Kerrisdale sent a letter to the Board defending its slate of nominees. On April 21 Kerrisdale issued its investor presentation saying MHGC could fetch $341M in a sale. On May 7 Yucaipa sent a letter to MHGC demanding the board honor its Board Observation Rights and stop holding meetings without providing them with notice. On May 14 MHGC announced 7 of 9 Company nominees were elected at the annual meeting. On May 13 MHGC announced it had begun examining a sale of the entire business at the beginning of 2014. Vector announced it strongly supports a sale. On February 2, 2015 2/2/2015 Yucaipa notified the company who its director designee will be as part of its share ownership agreement previously negotiated with the company.

Legal counsel to Kerrisdale Capital

% Outstanding 6.4% Cost Basis Not Avail Company Info Share Price 7.72 Revenue 235M Market Cap 271M Enterprise Value 858M Net Cash -593M EBITDA 39M 52 wk. range 7.00 – 8.49 EV/EBITDA 21.9

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PIMCO Dynamic Credit Income Fund Activist Investor: Ironside Partners

Investor Info Catalyst Info Shares 275,000 Catalyst:

Ironside sent a letter to PCI shareholders claiming management and the board has failed and is seeking support for two new directors. http://www.sec.gov/Archives/edgar/data/1558629/000092189515000664/dfan14a10282002_03182015.htm

% Outstanding <1% Cost Basis 22.00 Company Info Share Price 20.47 Revenue N/A Market Cap N/A Enterprise Value N/A Net Cash N/A EBITDA N/A 52 wk. range 20.18 – 24.07 EV/EBITDA N/A

Qumu Corporation (QUMU) Activist Investor: Dolphin Limited

Investor Info Catalyst Info Shares 560,500 Catalyst:

QUMU extended its standstill agreement with Dolphin through 2016. http://www.sec.gov/Archives/edgar/data/892482/000092189515000684/ex992to13da207378004_031815.htm Comment: We initially covered QUMU on October 28, 2013 when they entered into a settlement agreement providing Dolphin with 1 board seat and 1 non-voting board observation seat.

Legal counsel to Dolphin Limited

% Outstanding 6.2% Cost Basis Not Avail Company Info Share Price 12.73 Revenue 87M Market Cap 119M Enterprise Value 64M Net Cash 51M EBITDA -14M 52 wk. range 11.74 – 18.09 EV/EBITDA Negative

Resonant Inc. (RESN)

Activist Investor: Park City Capital

Investor Info Catalyst Info Shares 475,000 Catalyst:

Comment: We initially RESN on February 25 when Park City disclosed a 4.35% "active" stake an sent a letter to the CEO highlighting that the stock has the potential to trade at $84/share based on PC's 2017 estimates Park City increased its ownership from 4.3% to 6.2% and again to 6.9% on March 17

% Outstanding 6.9% Cost Basis 8.70 Company Info Share Price 9.72 Revenue 0 Market Cap 62M Enterprise Value 53M Net Cash 14M EBITDA -6M 52 wk. range 4.93 – 19.86 EV/EBITDA Negative

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Rovi Corporation (ROVI)

Activist Investor: Engaged Capital

Investor Info Catalyst Info Shares ~530,000 Catalyst:

ROVI expanded the board by one and added a new director. Rovi filed its preliminary proxy materials. http://www.sec.gov/Archives/edgar/data/1424454/000119312515100878/d893079dprec14a.htm Comment: We initially covered ROVI on March 11 when Engaged sent a letter to Rovi's board expressing frustration with the lack of progress on placing new directors and, as a result, announced four candidates for election http://www.businesswire.com/news/home/20150312005207/en/Engaged-Capital-Sends-Letter-Board-Rovi-Corporation#.VQGFd-EWBTI

Legal counsel to Engaged Capital

% Outstanding 0.60% Cost Basis Not Avail Company Info Share Price 22.20 Revenue 542M Market Cap 1.9B Enterprise Value 2.7B Net Cash -782M EBITDA 186M 52 wk. range 17.52 – 26.44 EV/EBITDA 15.6

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Rosetta Stone Inc. (RST) Activist Investor: Nierenberg Investment Management (NIM)

Investor Info Catalyst Info Shares 1,513,795 Catalyst:

NIM announced it is supportive of RST's refocusing strategy and realigning resources around its Global Enterprise and Education segment; NIM also recommended several changes in executive leadership Comment: We initially covered RST on June 16, 2014 when NIM changed its filing status from "passive" to "active" and disclosed an 8% ownership commenting that it does not think that the focus at RST is tight enough. Extracted from NIM’s June SEC filing: We have shared the following concerns with RST’s management and board:

--We fear that RST’s “initiative overload” may be causing sub-optimal execution and impairing free cash flow. We find it difficult to believe, for example, that all of the many product, pricing, distribution, and channel initiatives being pursued in RST’s North American consumer (NAC) business are equally worthy. We urge management to identify the single most powerful thing it can do to maximize NAC free cash flow, so that RST could then devote the vast bulk of its attention to identifying and driving the one or two most important things which could accelerate the growth of and boost the profitability of RST’s fast-growing SAAS E&E business.

--Our experience has taught us that far too often companies spend desperately and indiscriminately to reignite growth in a legacy business which has stopped growing—at the risk of impairing their profitability, balance sheets, and their ability to focus on growing other more promising businesses. Our hope for RST is that, with a much tighter focus on the valuable assets it owns today, the company could double EBITDA in 2015 compared with current 2014 guidance, accelerate the growth of its SAAS E&E business to a rate materially faster than it has guided, and rebuild cash per share back towards $5. We urge RST not to make any further acquisitions until it first digests what it has swallowed and focuses the company’s strategy much more tightly.

--RST also needs to communicate its focused strategy in a much simpler and more compelling manner to the investment community.

--The composition of RST’s board should evolve into a “post-venture” board which possesses relevant digital marketing expertise and customer/end-user domain experience consistent with RST’s tightened strategic focus. Currently we believe that the board is too small. Also, we fear that its composition more reflects where the company comes from than where it is going. We at D3 have suggested a number of director candidates for the board’s consideration.

We suspect that many of our substantive views about the company are shared by other investors.

RST’s current share price reflects investor concern that the company is a wasting asset. We believe, however, that the company, focused and executing well in the right direction, has enormous potential. We believe that focused strategy, execution, and messaging could significantly increase the company’s market value in a relatively short period of time, and that more appreciation could follow. We know that management has heard D3’s message and we urge them to move quickly and decisively to complete RST’s turnaround. On August 7 NIM told RST's management that the current share price reflects investor concern that the company is a wasting asset and urged them to move quickly and decisively. On August 21 Osmium Capital changed its filing status from “passive” to “active” and disclosed a 9.9% ownership position. On August 25, NIM announced that it welcomes Osmium Capital 9.9% “active” involvement with RST. On November 19, 2014 RST agree to add 1 Osmium representative to the Board (10.67% at $11.17/sh) http://www.sec.gov/Archives/edgar/data/1316729/000119312514419280/d824376dex2.htm In addition, Osmium outlined a 4-point plan to increase the stock price to $20-$26/share. http://finance.yahoo.com/news/osmium-partners-four-point-action-133000181.html

% Outstanding 7.0% Cost Basis 10.66 Company Info Share Price 7.49 Revenue 262M Market Cap 164M Enterprise Value 101M Net Cash 62M EBITDA -43M 52 wk. range 7.37 – 12.32 EV/EBITDA Negative

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StarTek Inc. (SRT) Activist Investor: Engine Capital

Investor Info Catalyst Info Shares 1,064,872 Catalyst:

SRT entered into a standstill agreement with Engine to add one representative to the board http://www.sec.gov/Archives/edgar/data/1031029/000103102915000015/srt-enginecapitalstandstil.htm Comment: We initially covered SRT on May 5 when the Company entered into a settlement agreement with Privet Fund. Under the terms of the agreement SRT agreed to immediately appoint two individuals recommended by Privet to the board. On April 29, 2014 Engine disclosed a 6% "active" stake in SRT

Legal counsel to Engine Capital

% Outstanding 6.9% Cost Basis 6.37 Company Info Share Price 7.60 Revenue 250M Market Cap 118M Enterprise Value 123M Net Cash -5M EBITDA 10M 52 wk. range 6.51 – 10.12 EV/EBITDA 12.7

Sugar Creek Financial Corp. (SUGR)

Activist Investor: Joseph Stilwell

Investor Info Catalyst Info Shares 77,088 Catalyst:

Stilwell disclosed an 8.1% "active" stake in SUGR and announced his belief that the stock is undervalued

% Outstanding 8.1% Cost Basis Not Avail Company Info Share Price 10.90 Revenue 3M Market Cap 8M Enterprise Value 2M Net Cash 6M EBITDA N/A 52 wk. range 9.20 – 10.90 EV/EBITDA N/A

Superior Industries International (SUP) Activist Investor: GAMCO Investors

Investor Info Catalyst Info Shares 3,426,801 Catalyst:

On March 19 GAMCO filed its preliminary proxy materials to elect three new directors to the board http://www.sec.gov/Archives/edgar/data/95552/000092189515000666/prec14a05867011_03182015.htm Comment: We initially covered SUP on November 30, 2012 when GAMCO announced plans to nominate one or more individuals for election to SUP’s board at the next annual meeting. On February 3 GAMCO nominated 3 to the board. http://www.sec.gov/Archives/edgar/data/95552/000080724915000020/sup_22.pdf On March 11 GAMCO commented on SUP's request to interview its nominees. http://www.sec.gov/Archives/edgar/data/95552/000080724915000044/sup_23.pdf

Legal counsel to GAMCO

% Outstanding 12.72% Cost Basis Not Avail Company Info Share Price 19.25 Revenue 745M Market Cap 505M Enterprise Value 433M Net Cash 66M EBITDA 57M 52 wk. range 17.04 – 21.77 EV/EBITDA 7.4

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Vitesse Semiconductor Corp. (VTSS) Activist Investor: Raging Capital

Investor Info Catalyst Info Shares 14,321,127 Catalyst:

On March 17 VTSS agreed to be sold for $5.28/share cash https://finance.yahoo.com/news/microsemi-corporation-acquire-vitesse-semiconductor-110000158.html Comment: We previously covered VTSS in several Catalyst Research Reports, initially highlighting Raging Capital’s (RC) change in its filing status from “passive” to “active” investor. On July 25, 2012 RC purchased $4,000,000 Convertible Debentures at an 18% discount to the principal amount. If converted, RC will own an additional 1,442,666 shares of VTSS stock. On November 20 RC nominated 2 individuals for election to the VTSS board. On December 13 VTSS announced they were in talks with RC concerning RC’s nomination of 2 individuals for election to the board. To provide greater time to complete discussions, VTSS rescheduled the annual meeting from January 29 until March 7, 2013. As a result of the rescheduling RC withdrew its demand to inspect the Company’s stockholder list. On January 15 VTSS issued its proxy statement identifying one of RC’s nominees as a member of management’s slate of director candidates up for election. On January 25 RC increased its ownership from 13.5% to 17.6% On June 6 Kopp Investment increased its “active” ownership stake in VTSS from 7.0% to 8.3% On June 11 Columbia Pacific disclosed a 9.82% "active" stake along with its intent to discuss debt refinancing alternatives. Columbia also requested the board form a special committee to explore a sale. On June 18 Columbia Pacific announced it has been approached by a well-capitalized semiconductor manufacturer interested in paying a substantial premium to acquire VTSS. On June 19 VTSS announced a $30M public offering (at $2.15/share) to be used for working capital and to repay debt. On June 24 Raging Capital increased its "active" ownership to 19.2% On January 30, 2014 we reported that Raging Capital increased its "active" ownership stake in VTSS to 21% On August 26, 2013 VTSS added one representative from Raging Capital to an 8-member board.

Legal counsel to Raging Capital

% Outstanding 21.2% Cost Basis 2.37 Company Info Share Price 5.37 Revenue 106M Market Cap 370M Enterprise Value 353M Net Cash 15M EBITDA -9M 52 wk. range 2.70 – 5.38 EV/EBITDA Negative

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Wynn Resorts Ltd. (WYNN)

Activist Investor: Elaine Wynn

Investor Info Catalyst Info Shares 9,539,077 Catalyst:

On March 16 Elaine Wynn sent a letter to WYNN shareholder requesting they refrain from voting until they receive her proxy material http://www.sec.gov/Archives/edgar/data/1174922/000110465915019845/a15-6045_4dfan14a.htm On March 20 Wynn launched a website in her proxy campaign against WYNN. http://www.sec.gov/Archives/edgar/data/1174922/000143774915005688/ex99-I.htm Comment: We initially covered WYNN on March 5 when Elaine Wynn announced that she is seeking board representation after the company did not re-nominate her as a director http://www.sec.gov/Archives/edgar/data/1174922/000110465915017215/a15-6045_3dfan14a.htm

% Outstanding 9.5% Cost Basis Not Avail Company Info Share Price 129.98 Revenue 5.4B Market Cap 13B Enterprise Value 19B Net Cash -5B EBITDA 1.6B 52 wk. range 131.63-246.88 EV/EBITDA 11.7

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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 – 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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