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This is the sixteenth 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 33 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
Pearson (UK: PSON) now has its largest shareholder inside the boardroom, with Cevian’s 19% stake and Artisan’s ~12% putting roughly 31% of a ~£7.3B company in two hands. Cevian partner Alex Svensson joins the board and its Nomination & Governance Committee on October 1 under a relationship agreement signed September 22. Without board consent Cevian cannot requisition a meeting, initiate a merger or asset sale, or publicly push a change of listing, pointed given that it urged a New York primary listing in 2023. The standstill falls away on a firm third-party offer, and Cevian may sign irrevocables for a board-recommended bid. Pearson bought back ~£350M of stock in the first half at an average 998p, 17% below the 1,208p close, while adjusted EPS rose 18%, and the shares trade at about 18x trailing adjusted EPS.
CarMax (US: KMX) is restarting buybacks with ~$1.3B of authorization, about 17% of its market cap, with the shares at roughly 1.2x book, after five insiders including CEO Keith Barr bought stock at $52-53 in June. The September 29 release says repurchases resume “at a modest level” in fiscal Q3, after none in the first half, and at the ~$55 close the authorization would retire ~24M shares. Diluted EPS rose 81% to $1.16 on 13% comparable used-unit growth, and recourse debt fell to ~$1.7B from ~$2.2B with the revolver repaid. The risk sits in lending: retail gross profit per used unit fell $111, CAF income and equity gains supplied half the pretax increase, and CAF now finances 22% of Tier 2 volume against 10% a year ago, with the loss allowance up to 3.07% from 2.95% in May.
Talen Energy (US: TLN) is retiring about 10% of its shares in one stroke through a $1.5B accelerated buyback funded by pre-selling capacity revenue, on guidance that annualizes to an FCF yield of roughly 11%. Talen entered uncollared ASRs with Goldman Sachs and Santander on September 29, receiving ~4.0M shares upfront with final settlement by the end of Q1 2027, after the board doubled remaining buyback capacity to $3.0B through 2028. Funding is mainly a Citi advance at SOFR plus 200bp against ~$1.5B of cleared PJM capacity revenue; Talen keeps the performance and penalty risk. The cost: the advance sits on top of ~$9.6B of debt, guided FCF of ~$4B through 2028 falls to ~$2.8B after the pre-sale, Talen expects to reach its 3.5x net leverage target only in 2H 2027, and the stock trades at ~9x book.
KBR (US: KBR) trades at under 7x EBITDA as one company, and in November it will present standalone outlooks for a 20%-margin technology business and an 11%-margin government contractor it spins off on January 4, 2027. KBR holds its investor day on November 11 and Trinzic, the government services spin, on November 12. Trailing EBITDA was ~$490M at the retained business and ~$600M at the future Trinzic, against ~$100M of corporate cost; the retained side has a record ~$5.5B backlog. At ~$35 the stock trades at 6.8x trailing EBITDA of ~$990M and under 9x the midpoint of 2026 EPS guidance. Trinzic’s Form 10, filed September 30, has it borrowing ~$1.8B and paying KBR ~$1.7B, nearly three-quarters of KBR’s ~$2.3B net debt; terms are not final. Still open are the distribution ratio and ~$11B of Trinzic awards under protest.
Apollo Commercial Real Estate Finance (US: ARI) holders have approved a liquidation that guides to $7.75-8.50 a share, 25-37% above the $6.20 close, with $3.70-4.00 expected in cash within about a month. Holders voted on September 29 with about 72M shares for and under 1M against, and ARI signed the termination of its Apollo management agreement the same day, the manager waiving its termination fee. No record date had been set by October 1. After that payout, a $2.20-2.50 stub buys three properties carried at ~$860M against ~$370M of property debt, about $3.71 a share of carrying equity: a Washington, D.C. hotel, a Brooklyn multifamily development and an Atlanta hotel, plus a ~$25M joint-venture stake in two former Massachusetts hospitals. The preferred was redeemed in July, and the estimate assumes the wind-down finishes by the first half of 2028.
Quick Thesis Summaries
Other timely situations profiled in this week’s report include:
BrightSpire Capital (US: BRSP) — Cottonwood’s CWRE fund filed a 13D on its 9% stake reserving board and sale proposals after the board twice refused to waive the 9.8% REIT ownership cap, with the stock at 47% of undepreciated book, 33% below Cottonwood’s cost, and 2027 nominations open November 2 to December 2.
FMC (US: FMC) — Luc Tack’s Tessenderlo paid $13.30 a share for 20% of FMC on September 23, the stock now trades 33% below his entry with net debt at ~5x EBITDA, and his standstill falls away if FMC signs a sale of 50% or more, freeing a 20% holder to counterbid.
KH Neochem (Japan: 4189) — Strategic Capital, with 18% of the shares, now demands a 100% payout dividend, which on guided EPS of ~¥248 would nearly double the yield to about 7%, at a chemicals maker whose management already raised its payout target to ~50% in August and carries ~¥7B of net debt.
Knife River (US: KNF) — Starboard Value wants a 22% adjusted EBITDA margin by FY29 or a sale review. Its letter puts Knife River at 8x ‘27E EBITDA vs. a ~12x median for the aggregates deals it cites, with every board seat up at the 2027 meeting and no rights plan.
People Inc. (US: PPLI) — HighSage, with 8% of the common, is urging MGM to buy People at NAV in cash and stock, and People’s ~$2.1B MGM stake plus ~$780M of parent cash leave only ~$270M, or $3.58 a share, on the publishing unit, a 33% Turo stake and Vivian Health, though Diller holds 46% of the vote.
S-1 (Korea: 012750) — Flashlight Capital wants five Samsung affiliates to auction their 21% block after they declined its KRW 116,000 bid on certainty rather than price, and the stock trades 29% below that bid with net cash at about 30% of market cap, though SECOM’s 26% limits what minorities can capture.
TORM (US: TRMD) — Hafnia lifted its stake to 19.85% with a second block in nine days and raised ~$300M of equity, partly to fund strategic opportunities, while its 13D weighs a full combination of the two tanker fleets at a stock trading at 1.04x June NAV.
Vail Resorts (US: MTN) — Oasis Management spent ~$83M in four sessions to lift its stake to 9%, plus swaps on about 1% more, and runs four nominees led by former Disney CEO Bob Chapek for a nine-seat board, with the stock ~3% below Oasis’s average cost after results showed season pass units down ~12%.
FactSet (US: FDS) — FactSet spent ~$640M, about 7% of its market cap, on fiscal 2026 buybacks and returned 114% of FCF with the dividend, and it trades at ~14x guided fiscal 2027 EPS, though ~$360M remains with no top-up as a $500M note comes due in March.
Lear (US: LEA) — Lear raised its buyback to $1.5B through 2029, about a quarter of its ~$5.8B market cap, at 5x EBITDA and about 1.0x net leverage, though exhausting it takes ~$460M a year against ~$440M of low-end FCF after dividends.
MongoDB (US: MDB) — MongoDB doubled its buyback authorization to $2.0B after an 18% one-day drop on its CEO’s departure for Meta, leaving ~$1.35B, about 5% of its market cap, covered 1.8x by cash, but ~$560M of trailing stock compensation has so far absorbed every share the program retired.
Pershing Square (UK: PSH) — A $100M buyback started September 28 at a 37% discount to NAV, wider than 24% at end-2025 and below the prices two directors paid in August, though completing it retires only about 1% of the shares at a pace that runs into February 2027.
Valvoline (US: VVV) — Valvoline lifted open buyback capacity to $500M, 13% of its market cap, with the stock 25% below its July 16 close, and plans to resume buying after fiscal-year results even though net debt sits at 2.7x EBITDA, above its 1.5-2.5x target.
WildBrain (Canada: WILD) — WildBrain is buying back up to 7% of its shares in a C$1.30-1.45 Dutch auction expiring November 3, funded with Peanuts sale cash after results cut the stock 27%, and with 45% holder Fine Capital not tendering, a full take-up lifts it to nearly 49%.
Goodbaby International Holdings (HK: 1086) — Chairman Song Zhenghuan’s final HK$1.50 cash scheme sits 9% above the HK$1.375 close, but at 0.38x June book it needs 75% of disinterested votes cast with no more than 10% of the disinterested shares against, about 79M shares, while the undisturbed HK$1.08 close sits 22% below.
Ingenia Communities Group (Australia: INA) — Warburg Pincus came back a third time with a non-binding A$5.25 cash proposal, A$0.41 above the close and 1.23x June NTA, but wants a recommendation commitment by October 2, the end of Ingenia’s Peet deal and 6-8 weeks of diligence, pushing any scheme vote into 2027.
Irish Residential Properties REIT (Ireland: IRES) — The board is minded to recommend Barings’ €1.386 cash proposal at June EPRA NTA, a 7% spread or ~14% annualized, subject to confirmatory diligence before the November 9 put-up-or-shut-up deadline, against an undisturbed €1.060 close well below.
Lifecore Biomedical (US: LFCR) — Webster is taking Lifecore private at $6.28 cash plus a CVR worth up to $3.39. The market prices the CVR at $0.30, with a go-shop open to October 28, though the milestones need $175M of non-Alcon revenue in 2029.
Maoye International Holdings (HK: 848) — The Huang family’s final HK$0.208 cash scheme sits 26% above the HK$0.165 close because votes against from just 2% of the company can block it, at a price under 8% of June book and funded from internal resources.
Shelly Group (Germany: SLYG) — Schneider Electric’s €70 cash tender sits 5% above the close, about 10% annualized to end-March 2027, with the co-CEO’s ~29% tendering and the co-founder selling his remaining 23%, but a 95% minimum acceptance lets holders of just 5% of the capital sink it.
Slate Grocery REIT (Canada: SGR.U) — A Brixmor and Everview joint venture pays US$13.00 cash per unit, 5% above the close or ~16% annualized to January 20, with no financing condition and a ticking fee after that date, against a US$7.56 pre-deal close 39% below.
Vesuvius (UK: VSVS) — RHI Magnesita is in advanced talks on 470p cash plus shares worth 557p, 18% above the close, with Cevian’s 23% under an irrevocable that lapses without a recommended offer by October 31, while the stock sits barely above the cash leg and a board that twice rejected 550p has yet to recommend.
First Real Estate Investment Trust of New Jersey (US: FREVS) — Holders approved FREIT’s liquidation on September 29 and a $3.20 first payout is due October 29, while management’s $24.44-$30.03 estimate of total distributions sits 13-39% above the $21.60 close, with a $28.8M Westwood Plaza sale to a Regency affiliate next in line.
JELD-WEN Holding (US: JELD) — Holders of about 95% of the 2027 notes and 72% of the 2028 term loan agreed to swap into 10.50% first-lien notes due 2031, clearing the maturity wall, but ~$85M a year of cash interest compares with guided unlevered FCF of $10M in 2026 on a ~$160M equity stub.
LandBridge (US: LB) — LandBridge converts from a Delaware LLC into a Texas corporation on or about October 13, opening the S&P, Russell and CRSP indexes to a ~$6.3B company whose listed float is worth only ~$2.4B, though inclusion is not assured and EV sits at 30x covenant EBITDA.
Medtronic (US: MDT) — Medtronic’s MiniMed split-off has been capped at 4.5939 shares on all seven sessions since September 22, cutting the 7.5% tender bonus to about 4% at September 30 closes, ahead of averaging on October 5-7 and expiry at midnight October 9.
Sabre (US: SABR) — Sabre more than halved its 2029 maturities to ~$1.0B by refinancing into 9.875% 2032 notes, and Constellation Software holds 12% with a board seat, but the ~$860M of equity sits under ~$4.5B of debt with 2026 FCF guided at negative $65M and ~$1.8B of 2030 notes next.
Vertical Aerospace (US: EVTL) — Vertical hired Jefferies for a strategic review as secured noteholder Mudrick, at 64% as-converted, moves to reshape the board, but any sale is priced from ~$205M of notes down against ~$100M of equity, with a minimum-cash covenant breach projected around the end of Q3 2027.
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