This Week in Special Situations
A survey of event-driven investment ideas
This Week in Special Situations is a research-based slide presentation sent on a separate mailing list. If you do not wish to receive it, opt out here.
This is the sixth issue of This Week in Special Situations, our curated survey of actionable ideas. We do not attempt to profile every special situation in the market. The universe of activist campaigns, buybacks, insider purchases, strategic reviews, and merger arbitrage spreads is vast, and most of it is noise. We filter for situations with a misaligned price or a noteworthy structural reason for market inefficiency.
Over time we will likely narrow this list further. That is where you come in. Please tell us which situations added value to your process and, just as importantly, which were of no consequence. Brutally honest feedback is the most valuable input we can receive. It will shape what we keep and what we cut. Our goal is to make this survey progressively more useful to you.
This week’s report (available as a slide deck) profiles 24 situations across three buckets: activist campaigns, capital return and insider conviction, and M&A. Below we highlight the handful that stand out on catalyst clarity, valuation, and asymmetry, followed by thesis summaries covering a broad cross-section of the report.
This publication is provided for informational purposes only and does not constitute investment advice. The information is based on publicly available data and regulatory filings. Errors are not only possible but likely. Readers should conduct their own research.
The Situations That Stand Out
A few of this week’s situations rise above the rest on the combination of catalyst clarity, valuation, and asymmetry.
On capital return, Yext offers the cleanest read-through from a completed corporate action to a live insider signal. CEO Michael Walrath withdrew his $9.00/share go-private bid in February, and the Special Committee’s alternative, a modified Dutch auction tender at $5.75-$6.50, closed oversubscribed: 62.97 million shares were tendered against a 24.35 million share cap, a 38.5% proration, cutting shares outstanding 18.6% to 100.1 million. The board layered a fresh $100 million buyback on top, roughly 19% of the $520M market cap, while director Daniel Englander bought 76,190 shares on July 13 at $5.22, below the $5.75 tender price.
Scholastic‘s completed Dutch auction shows what happens when a buyback and a succession fight collide. The tender, which ran March 23 to April 20 with a $36.00-$40.00 collar, drew only 2.83 million shares, well under the roughly 5.0 million-share maximum, so Scholastic paid the top-of-range $40.00 clearing price for $113.4 million, cutting shares outstanding 13.7% with no proration. Directors, officers, and the Estate of M. Richard Robinson Jr. all declined to tender, and in mid-July Richard Robinson’s son Ben Robinson filed a formal probate objection contesting the will that vests the Estate’s 53.8% super-voting stake, putting effective control of the company in dispute just as the float shrinks. The stock trades at 8.8x EV/EBITDA against a 12.3% free cash flow yield, cheap for a company whose governance outcome is now genuinely uncertain.
Omnicom is the largest capital-return story in the issue on a dollar basis, and the multiple compression on the other side of the IPG merger is the real setup. The board approved a $5.0 billion open-market program on February 18 alongside $2.5 billion of ASR arrangements, all funded from cash on hand; total authorization equals roughly 22% of the $23.3B market cap. Shares outstanding fell 9.0% sequentially to 284.8 million in Q1, though that decline is flattered by the 39.4% pro-forma share issuance from November’s $13.25B all-stock IPG close. 2025 free cash flow of $2.94 billion covers the full authorization at 1.7x, and management has flagged an additional $2.5 billion of non-strategic divestitures. The headline 28.3x trailing EV/EBITDA is an artifact of $1.1 billion of Q4 merger charges; on FY2026 consensus EBITDA, EV/EBITDA normalizes to roughly 6.3x, in line with the 6.3x forward P/E on consensus $13.01 EPS.
Fluor is the cleanest example this week of an activist-catalyzed buyback funded from a monetized non-core asset rather than free cash flow. Fluor sold its final 40 million NuScale shares in April for $473 million, bringing total NuScale proceeds to $2.43 billion since September 2025, a realized multiple above 3.5x invested capital on a position first funded in 2011. Q1 2026 buybacks of $516 million cut shares outstanding 6.9% to 141.6 million, and the board expanded the authorization to 96 million shares in February, leaving more than $1.45 billion available against a $7.1 billion market cap, with management targeting $1.4 billion of full-year 2026 buybacks.
Quick Thesis Summaries
The capsule theses below cover a broad cross-section of this week’s issue. Each, along with additional special situations, is developed fully in the downloadable PDF slide deck.
Nano Dimension (NASDAQ: NNDM) — Murchinson converted its 13D campaign into direct board control via the July 17 settlement, seating three nominees, installing Moshe Rozenbaum as interim CEO on July 21, and leaving the 2026 AGM undated; Murchinson is the largest holder at 8.1% of 210.5 million shares against a roughly $310M market cap and 0.65x price to tangible book.
Verisk Analytics (US: VRSK) — Verisk drained $1.6 billion on Q1 buybacks and cut shares out 5.3% sequentially to 131 million via a $1.5 billion ASR settling by September 30, funded mostly by a new $500 million term loan rather than the $326 million of quarterly FCF.
Corebridge Financial (US: CRBG) — Share count fell 8.0% quarter over quarter as AIG completed its full exit at $30.42 a share ahead of the $22 billion all-stock Equitable merger, which freezes buybacks until the July 30 special meetings and expected year-end 2026 close.
Pinterest (US: PINS) — Elliott, Pinterest’s largest holder at 4.7%, funded a $1.0 billion accelerated repurchase by buying $1.0 billion of convertible notes rather than stock, part of a $3.5 billion authorization (27% of market cap) that cut shares outstanding 13.7% in one quarter.
Paycom Software (US: PAYC) — Founder-CEO Chad Richison’s board approved a fresh $2.0 billion authorization, 30% of the $6.7 billion market cap, after Q1 buybacks of $1.06 billion outran free cash flow by roughly 6x and cut shares outstanding 15.0% in a single quarter.
Armstrong World Industries (US: AWI) — The board added $800 million to the buyback on July 21, extending it through December 2029 and pushing the full $2.5 billion program to 38.5% of the $6.5 billion market cap, though the historical pace of $111 million a year suggests no urgency to accelerate.
Dave (US: DAVE) — A tripled $300 million buyback authorization retired 6.7% of shares for $187 million in five weeks, but the spend outran quarterly free cash flow and was funded by a concurrent $175 million convertible note.
SLM Corporation (US: SLM) — A $200 million ASR with Goldman Sachs cut shares outstanding 5.4% in one quarter, drawing on a $500 million authorization management expects to fully exhaust in 2026, with the stock at roughly 7x trailing earnings and 8x forward guidance.
Post Holdings (US: POST) — Basic weighted-average shares fell 6.8% quarter over quarter, the third straight quarter above 5%, funded partly by the $375 million Ronzoni pasta divestiture; Barclays has called the program, which retired roughly 20% of shares since fiscal 2025, a creeping LBO.
Progyny (US: PGNY) — A $200 million buyback, fully completed by March 31 with zero debt drawn, cut shares outstanding 6.1% in a single quarter; net cash of $225 million leaves a fresh authorization as the signal to watch.
Upwork (US: UPWK) — A $300 million 2026 authorization cut shares outstanding 5.3% in one quarter, with $256 million (22.5% of the $1.14 billion market cap) still unspent even after the stock’s post-May repricing left it at 11x trailing but just 6x forward earnings.
Employers Holdings (US: EIG) — The fourth buyback authorization in fifteen months, $125 million equal to 13% of the $934 million market cap, followed two consecutive quarters of over 5% share reduction, even as the combined ratio deteriorated to 107.1% on elevated California trauma claims.
Docebo (NASDAQ: DCBO; TSX: DCBO) — Docebo’s second self-tender in five months targets 13.8% of shares outstanding at $20.40, a 7.4% premium to the $18.995 current price, with controlling shareholder Intercap Equity (63.9% of shares) intending to tender proportionally to hold its stake flat.
i3 Verticals (US: IIIV) — A fresh $100 million authorization, 23.6% of the $424 million market cap, follows two straight quarters of over 9% share count reduction, funded partly by a revolver draw since TTM free cash flow of $47 million covers less than half the new program.
Gladstone Land (US: LAND) — A $55 million preferred stock repurchase program, not a common buyback, targets 6% Series B and C shares while LAND’s common trades at 0.6x tangible book value and roughly a 39% discount to management’s own $14.53 NAV estimate.
SEGRO (UK: SGRO) — The UK Takeover Panel’s Rule 2.6(a) deadline forcing Prologis to name a firm offer or walk away expired today, July 22; SEGRO closed at 870.6p against Prologis’s escalated 1,031.7p “best and final” proposal (£14.0B, 0.0920 shares plus up to £3.5B cash), a spread of roughly 18% after three board rejections.
PayPal (US: PYPL) — PayPal’s board rejected Stripe and Advent’s $60.50 all-cash bid, and with the stock already at $55.70 the spread to the rejected price is just 8.6%, pricing in a sweetened offer ahead of Q2 earnings on July 28.
easyJet (LSE: EZJ) — Apollo’s 715p all-cash proposal trades at a 7.9% spread to easyJet’s 662.8p close ahead of an August 7 Rule 2.6 deadline, with Castlelake’s rival 690p bid still alive and EU airline-ownership rules the binding structural constraint.
Perpetual (Australia: PPT) — EQT’s third pursuit in four years was rejected again at A$22.07 a share, only a 2% bump on the prior offer, leaving the stock at A$19.54, a 13% discount to the spurned bid with no competing bidder in sight.
IP Group (UK: IPO) — Railpen’s fourth proposal implies 71.3p a share excluding an unpriced CVR tied to a Metsera stake, against a 64.1p close, an 11.2% discount, with the Takeover Panel extending the deadline to 5:00pm London on July 27.
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