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This is the eleventh issue of This Week in Special Situations, our curated survey of actionable ideas. We do not attempt to profile every special situation. 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 27 situations across four buckets: activist campaigns, capital return and insider conviction, M&A, and strategic alternatives. 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
Medifast (US: MED) holds ~$170M of cash and investments (no debt), $30+M more than its equity market cap, and H1 cash flow shows the balance sheet is not eroding the way that discount implies. Steamboat Capital disclosed a 7.1% stake on August 21 after buying about 84,000 shares near $11.60, then bought more on August 24. Its two nominees under a March cooperation agreement were elected in May. Operating cash flow was positive $2.0M against $2.1M of capex, leaving FCF near breakeven, and cash plus investments rose to $169.8M from $167.3M. The pressure sits on the top line, not the runway: second-quarter active earning coaches fell 49% to 11,700, first-half revenue dropped 31% to $152M, and the operating loss widened to $7.6M against fourth-quarter profitability guidance.
Group 1 Automotive (US: GPI) is an activist situation, with Conifer buying a third of its position at ~$294 per share, as compared to the recent $263 quotation. Conifer disclosed 1.16M shares, or 9.7%, on August 20 at a $258 average, and stated its purpose as seating Benjamin Hart, an employee of a Conifer affiliate. Group 1 is 46% of Conifer’s $607M 13F book, and this is the firm’s first Schedule 13D in an EDGAR record back to 2019. The board had already expanded to ten directors on August 10, ten days earlier. The advance-notice window of January 12 to February 11, 2027 is what would turn a friendly request into a formal contest.
Cars.com (US: CARS) has cut its share count 13% in twelve months through steady open market buying funded from operations, at a 19% trailing FCF yield. Trailing operating cash flow of $151.6M less $24.2M of capital spending, of which $22.4M is capitalized software, leaves FCF of $127.4M against a ~$660M market cap. Working capital was a $13M drag and the first half absorbed a final $11M D2C Media earnout, so that figure is not flattered. Cars.com retired 6.2M shares for $57M in the first half at roughly $9, buying in every month of Q2, but the $90M target reaffirmed August 6 leaves about $33M for the second half at $12 a share. Net debt of ~$420M is 63% of market cap.
Reinet Investments (Luxembourg: REINI) trades at ~€24 per share, as compared to ~€29 of cash per share alone, so a buyer collects the private equity book, the gold, and everything else for less than nothing. After exiting British American Tobacco in early 2025 and selling its 49.5% Pension Insurance Corporation stake to Athora in March for €3.3B, Reinet held €5.4B of cash at 30 June, 81% of the €6.6B NAV, or €36.39 per share. Buybacks of up to €500M are earmarked to the 2027 AGM, the €250M seventh tranche running on the JSE to 15 December, but repurchased shares go to treasury, not cancellation. The Rupert-controlled adviser took €117M for the year to March, charging 10% of cumulative shareholder return off the share price, not NAV, and no further fee accrues until the shares average €28.48 over a financial year’s last 20 sessions.
Cloopen (US: RAASY) offers a 28% gross return to a fixed US$2.96 cash take-private whose September 24 vote is effectively pre-decided, but it’s unclear whether the idea is actionable as the shares are highly illuquid. A consortium of founder-CEO Changxun Sun, Trustbridge Partners and Dmall signed on May 12 at US$0.4940 per ordinary share, six per ADS. Rollover holders control 60% of the voting power against a two-thirds-of-votes-cast threshold, so blocking it needs more than 76% of non-buyer Class A shares voting against, and thin turnout entrenches the deal rather than threatening it. No antitrust clearance is required and there is no express financing condition, leaving a Parent-side US$85M available-cash test at closing as the live break risk. Depositary fees trim the realized return to roughly 23%, and median volume is about 1,200 ADSs a day, including three zero-volume sessions.
Quick Thesis Summaries
Brief takes on the rest of this week’s report:
Republic Services (US: RSG) — Bill Gates’s Cascade bought about 2M shares for roughly $435M in ten trading days through August 21, taking a 2008-vintage anchor stake to 37%, while the operative Item 4 has been unamended since February 2022 and still disclaims every plan under items (a) through (j).
Philips (Netherlands: PHIA) — Exor and affiliates hold 19% and lifted their contractual ceiling from 20% to 22% on August 10, leaving ~€680M of permitted buying, or about 18 sessions of median Amsterdam volume, inside a standstill rather than a path to control.
Norwegian Cruise Line Holdings (US: NCLH) — Elliott’s headline economic interest above 10% is only about 3% votable common, the rest cash-settled swaps, so the March cooperation agreement rather than a proxy fight is the whole governance lever against $15B of net debt at 5.3x leverage.
BILL Holdings (US: BILL) — Starboard crossed 10% without buying a share, purely on a ~14M-share buyback, and the standstill that barred it from advocating a sale has now lapsed with the nomination window open to September 12.
Xponential Fitness (US: XPOF) — Fund 1 Investments’ 9.9% stake lands mid-sale-process, but $514M of net debt at 5.2x sits ahead of a $258M equity, and 2025 adjusted EBITDA of $112M rests on roughly $106M of add-backs against $5.7M of GAAP EBITDA.
Daikin Industries (Japan: 6367) — The ¥350B buyback is complete, executed in a single off-auction block at ¥24,110, and the stock now trades 13% below that price and within 4% of its pre-campaign level, with first-quarter operating margin down 0.8 points.
Tenet Healthcare (US: THC) — Second-quarter open-market repurchases of ~5.7M shares for about $1.0B cut the count 6% sequentially, but net leverage rose from 2.25x to 2.33x on cash depletion alone, and ten insiders sold roughly $22M over six months with no open-market purchases.
Bread Financial (US: BFH) — About $450M of repurchase authority remains after a 13% share-count reduction in seven months, but at 1.7x tangible book the buyback now dilutes book value rather than building it, offset only by a 23% ROTCE.
Wix.com (US: WIX) — A completed modified Dutch auction retired 30% of the shares at $92.00, funded by a $500M revolver draw and a $260M placement rather than cash flow, flipping the balance sheet from $535M of net cash to about $670M of net debt.
nCino (US: NCNO) — A fourth $100M authorization equal to 4% of market cap follows $300M already spent and a genuine 9% cut in the count, but implied second-half FCF of $22M to $27M means the credit facility, not cash generation, funds this one.
Upwork (US: UPWK) — Trailing FCF is 16% of market cap, yet repurchases collapsed from $108M in the first quarter to $2M in the second while $361M of converts matured on August 15, and guidance for a higher third-quarter diluted share count embeds no net retirement.
Yext (US: YEXT) — The completed $140M Dutch auction cleared at the floor of its range on 2.6x oversubscription, retiring 20% of the company six weeks after the CEO withdrew his own $9.00 take-private bid, and neither he nor the board tendered.
Evolution (Sweden: EVO) — Kenneth Dart’s mandatory SEK 695 cash offer sits 17% below the market, so the question is not an arbitrage spread but how cheaply he accumulates the next increment of control while Evolution’s own buyback shrinks the votable denominator for him.
NextEnergy Solar Fund (UK: NESF) — Six weeks into a formal sale process with no named bidder, the shares sit 34% below the 73p NAV, against Drax’s June purchase of Bluefield at about 0.91x NAV, which would imply roughly 66p.
Tourism Holdings (New Zealand: THL) — At NZ$2.83 the shares sit 10% below BGH’s NZ$3.10 all-cash indication and 17% to 20% below an unnamed strategic buyer’s NZ$3.30 to NZ$3.40 range, with both parties in diligence and neither proposal binding.
Domo (US: DOMO) — Trade 23% below the ~$4.80 per share of net cash the board expects to retain after selling substantially all operating assets to Progress Software, but a distribution is not promised yet.
SkyCity Entertainment (New Zealand: SKC) — At NZ$0.68 the shares sit 3% under Oaktree’s rejected NZ$0.70 indication and 10% under a NZ$0.75 marker from a second party, against 11% of downside to the undisturbed price and no live bid on the table.
BlackRock TCP Capital (US: TCPC) — The Pantheon portfolio sale closed August 4 at 95% of December fair value, leaving the BDC at 0.71x pro forma NAV, with KBW hired to run a strategic review.
Newell Brands (US: NWL) — A $600M 6.250% unsecured issue retires the September 2027 maturity outright but hands the wall to $1.25B of 8.500% notes due June 2028, and reported net leverage of 4.8x is closer to 5.4x excluding about $126M of tariff refunds.
Wolfspeed (US: WOLF) — The 70% debt cut is done, but ~71M reserved shares stand against 53M outstanding, and the coupon on $636M of notes stepped up to 15.875% in cash after a June test failed, with relief conditioned on CHIPS money that has not been awarded.
Apollo Commercial Real Estate Finance (US: ARI) — A September 29 vote on complete liquidation would pay $3.70 to $4.00 per share within 30 days against a $6.86 price, with $7.75 to $8.50 estimated in total to 1H 2028, though approval needs a majority of all shares outstanding and brokers hold no discretion.
Gray Media (US: GTN) — The August 21 first lien refinancing cuts 300bp of coupon and extends to 2034, but $6.7B of net claims continue to rank ahead of a ~$520M equity stub.
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