11/20/2025

Atkore's Board to Consider Options for Potential Sale of Company

Reuters (11/20/25)

Electric component maker Atkore (ATKR) said on Thursday its board and management team are considering its options, including the potential sale or merger of the company, sending its shares down 3.5%. Irenic Capital Management, holding a 2.5% stake in Atkore, has been urging the board to explore a potential sale. Atkore said it was working with Citigroup to evaluate strategic alternatives to increase focus on its core electrical infrastructure portfolio. Atkore announced the appointment of Franklin Edmonds to its board as part of a cooperation agreement with Irenic Capital. With the addition, the company's board will form a review committee to oversee strategic alternatives to include assets outside of its core electrical infrastructure portfolio. The electric component maker has been taking steps to cut costs, including a headcount reduction, as it grapples with higher input costs and resulting pressure on profit margins due to tariffs. On Thursday, Atkore posted an annual net loss of $15.2 million for fiscal 2025, compared with a net income of $472.9 million for the previous fiscal year. It expects annual adjusted net income per share for fiscal 2026 to be in the range of $5.05 to $5.55, compared with analyst estimates of $5.48 according to data compiled by LSEG. On an adjusted basis, Atkore's profit for the quarter ended September 30 was 69 cents share, missing estimates of $1.26. Quarterly revenue fell by 4.6% from a year earlier to $752 million, compared with estimates of about $734 million. Atkore has a market capitalization of $2.24 billion, as per data compiled by LSEG. As of last close, its shares were down 20.3% so far this year.

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11/20/2025

Cracker Barrel Board Member Ousted Following Activist Pressure

Restaurant Business (11/20/25) Guszkowski, Joe

Embattled Cracker Barrel (CBRL) board member Gilbert Dávila stepped down Thursday after preliminary results of a shareholder vote showed that he did not win enough support to stay on. Dávila, the CEO of marketing agency DMI Consulting, has come under fire from Cracker Barrel critics, chiefly activist shareholder Sardar Biglari, for his alleged role in the chain’s controversial logo change. In a press release, Cracker Barrel said it is reducing the size of its board from 10 to nine members following Dávila’s resignation. The vote marks a rare victory in Biglari’s long-running campaign against Cracker Barrel, which he has argued is mismanaged and undervalued. In September, Biglari called on shareholders to oust Dávila and CEO Julie Masino following consumer outcry over the chain's new logo and remodel plan. The backlash has hurt Cracker Barrel’s sales and stock price, prompting Biglari, who is also the CEO of Steak n Shake, to reignite his fight against the chain. Biglari owns a 3% stake in Cracker Barrel and has held nine proxy battles against it over the past 15 years. This time, Biglari gained the support of two influential proxy advisory firms, ISS and Glass Lewis, who echoed his calls to vote Dávila out, citing the fallout from the rebrand effort. Shareholders were apparently receptive to those messages, but they broke with Biglari on other matters Thursday. They voted to keep Masino in place, and also approved new bylaws that are specifically designed to limit Biglari’s ability to launch costly proxy fights against the company in the future. Masino joined Cracker Barrel in 2023 and has spearheaded its three-year turnaround plan, which produced five consecutive quarters of same-store sales growth prior to the logo debacle. “The Board and leadership team are honored to be trusted with the responsibility of stewarding Cracker Barrel and we take seriously the trust our shareholders and guests have placed in us,” the company said in a statement. “We thank our shareholders for their strong show of support today, electing 9 of 10 of the Company’s recommended director nominees, including the Company’s CEO, Julie Masino, and voting for every other proposal we put forth.” The company also thanked Dávila, who had been on the board for five years. He helped develop the chain’s turnaround plan and also led the compensation committee. Following the backlash to Cracker Barrel’s new logo in late August, Dávila was singled out by conservative pundits because of his role as a marketing specialist on the board and because his firm, DMI, specializes in multicultural marketing. Critics traced those details to the new logo, which they said was “woke” because it dropped the image of a man standing next to a barrel. Masino has since said that the logo was simply designed to be more visible on highway billboards. Cracker Barrel quickly backtracked on the logo and accompanying remodels, both of which moved the brand in a more modern direction, and has doubled down on its roots in nostalgia and Americana. It is pushing forward with its turnaround plan, with a focus on improving its food and customer experience. But the logo uproar has nonetheless inflicted serious damage on the company. Traffic plummeted in the wake of the controversy, and Cracker Barrel expects to spend the next 12 months building it back. Its stock has also fallen to its lowest point since the Great Recession and was down more than 3% as of midday Thursday.

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11/20/2025

Elliott Management Builds Stake in Barrick, Encouraged by Breakup Prospects, Source Says

Wall Street Journal (11/20/25) Stewart, Robb

Elliott Management has built up a sizable stake in Barrick Mining (B), putting pressure on the gold and copper producer to consider splitting up its operations. The stake positions Elliott as one of Barrick’s top 10 shareholders, a person familiar with the matter said, and was made because the activist was encouraged by the prospect of Barrick’s exploring a breakup. Other news outlets reported on Elliott’s stake earlier this week. Barrick is currently undergoing a review of operations, which is aimed at improving efficiencies and utilization across its assets. The plan, launched last month, involves taking a closer look at the Nevada Gold Mines operations and the Pueblo Viejo mine in the Dominican Republic, both of which are minority owned by Newmont and account for more than half of Barrick’s gold production. The fresh emphasis on North America came shortly after Barrick parted ways with Mark Bristow, who had been chief executive for nearly seven years since the company bought Randgold Resources, an Africa-focused miner founded and run by Bristow for more than two decades. Company veteran Mark Hill was elevated to interim CEO. Barrick’s share price has more than doubled in 2025, and has risen more than 50% in the last three months alone as the company and other gold producers have benefited from a boost in the price of the precious metal to record highs because of investor demand for perceived safe-haven assets and central-bank purchases. Still, it has lagged behind the jump seen in the share prices of some rivals, such as Canada’s Agnico Eagle (AEM), whose steady production saw it vault Barrick this year to become second in world gold production behind Newmont (NEM). Elliott has engaged other mining companies in the past. In 2017, the firm took aim at BHP Group (BHP), which at the time lagged behind its peers during a commodity-price upswing. It urged the company, then known as BHP Billiton, to spin off its U.S. petroleum assets and unify a dual Sydney-London listing, moves that — despite initial resistance — it eventually made. Josh Wolfson, an analyst at RBC Capital Markets, said there is merit in a breakup or sale of assets by Barrick, supported by a share price that is trading at a discount to the sum of the company’s parts. “Various scenarios could be pursued to realize this value, including multiple breakup options with or without additional asset divestitures,” he said. If Barrick plans to focus on its North American assets, a breakup of the company and possible asset sales would make sense, said Anita Soni, an analyst at CIBC Capital Markets, who adds that the company’s management should focus on operations that offer the best ounces of production and on favorable jurisdictions.

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11/19/2025

HMC Capital’s Di Pilla Defends Outlook as Investor Pressure Mounts

Australian Financial Review (11/19/25) Tran, Joanne

A defiant David Di Pilla has defended the strategy of his asset management business HMC Capital (HMC) in response to calls from activist shareholders to sell its renewables assets to free up capital and arrest a share price slump. “While our recent share price performance has been disappointing, I want to assure everyone that despite the short-term sentiment we remain confident in the fundamentals of the business and our strategy,” the veteran dealmaker told the company’s annual general meeting. HMC shares have slumped nearly 70% this year. Listed vehicles linked to HMC have not fared much better: data centers operator DigiCo (DGT) is down 46% and HealthCo Healthcare and Wellness REIT (HCW) is down 38%. Di Pilla defended DigiCo’s performance, saying it had met and exceeded its financial and operational targets. “The rapid adoption of AI and high-performance computing is generating unprecedented global demand for data-center infrastructure,” he said. HMC Capital reaffirmed its pre-tax earnings target of at least 40¢ per share in the 2026 financial year and its 12¢ dividend guidance. However, some shareholders called on Di Pilla to take stronger action to improve performance. K Capital founder and former Rothschild banker David Kingston put it to Di Pilla and the board that selling some of HMC’s renewable energy assets would materially improve market confidence. “If you were able to syndicate the renewables business, even at a loss, I think the market would re-rate you. If you’re able to sell down a joint venture [in] some of the data centers … the market would give you credit for cold, hard cash,” Kingston said at the meeting. In August, HMC said it planned to raise $1 billion for its energy transition fund — about half the amount it had previously flagged. During the same month it also completed the $950 million acquisition of a portfolio of wind, storage and solar projects in Victoria from Brookfield. Kingston also urged the board to consider structural changes, including reducing its private equity exposure to free up capital, or merging HMC’s private credit arm with another debt group. In response, Di Pilla acknowledged that the share price wasn’t where he wanted it to be, but he would not be rushed into knee-jerk decisions. “I have people who come through the door who want me to make decisions on the short term, quarter-on-quarter. I’m not going to do that.” Kingston also said the company was spending heavily while the share price continued to languish. “The company is still spending a huge amount of money over and above its EPS on external outgoing cash flow.” Charlie Kingston from Samuel Terry Asset Management, who is David’s son, also questioned Di Pilla about HMC’s renewable energy business. Di Pilla said the portfolio had strong development potential and offered long-term value, adding that energy infrastructure played an important role in supporting growth in artificial intelligence technology and data centers. Hedge funds have significantly increased their bets against HMC’s listed vehicles. DigiCo has not traded above its issue price since listing on the ASX in December, and sentiment around HealthCo has been dented by the collapse of private hospital operator Healthscope, one of the REIT’s major tenants. Di Pilla defended the company’s approach, saying that the broader health care property market remained challenging. “You’ve got a very uneven playing field out there,” he said, noting advantages for not-for-profit operators such as payroll tax concessions and salary packaging. “We’re confident in the assets that we hold, and we’re confident in the carrying values.” DigiCo was “delivering everything it said it would … let’s not always just go down the path of suggesting that markets, listed markets, always necessarily get it right.” HMC Capital shares gained 4¢ to $2.99 on Tuesday.

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11/19/2025

Browning West Urges Contact Lens Maker Cooper Cos to Refresh Board or Face Proxy Fight

Reuters (11/19/25) Herbst-Bayliss, Svea

Investor Browning West wants Cooper Companies Inc. (COO) to add four newcomers to its board to improve the medical device maker's operations and signaled it is ready to run a proxy contest if the company should balk, according to a letter sent to the company. After several meetings with management this year, the hedge fund is increasing pressure by proposing three industry executives and one of its partners to join Cooper's board to correct the current board's perceived lack of expertise in vision care, manufacturing, and medical devices, two sources told Reuters before Browning West made the letter public on Wednesday morning. "Urgent change at the board level is required to refocus and optimize Cooper’s business, restore shareholder confidence, and help Cooper realize its significant long-term potential," Browning West's co-founders Usman Nabi and Peter Lee and firm partner Faraz Athar wrote in the letter to the board. By implementing their changes, Browning West — which owns roughly 4% of Cooper — believes the contact lens maker, which is trading around $72 per share to give a market value of around $14 billion, could double its stock price in three to four years, the letter said. The stock has traded roughly 28% lower in the last 12 months. Browning West's letter blames this decline on Cooper's lack of strategic focus, misaligned compensation, and inadequate board oversight. Cooper makes contact lenses and vision-care products through its CooperVision segment and provides products and services for women's health and fertility through CooperSurgical. It is the largest contact lens business by number of wearers. Browning West is the second activist investor to publicly engage Cooper for changes in the last four weeks. Jana Partners is urging Cooper to conduct a comprehensive strategic review, which could include a sale, improve capital allocation, and make operational improvements. Browning West is taking a different approach, hoping to instigate change from internal modifications. While advocating an initially measured approach, Browning West also made clear in its letter that it will not tolerate changes being made to the board or management without consultation with it first. Browning West has a history of replacing board members both with and without proxy fights. Last year, it scored a notable victory at Gildan Activewear (GIL), when the Canadian activewear maker replaced its entire board with the firm's eight director candidates. As a first step at Cooper, Browning West wants the addition of industry executives Walter Rosebrough, Joseph Papa, and Andrew Pawson as director candidates. Athar, the Browning West partner, is the fourth director candidate and brings an investor perspective to the boardroom, the letter said. Rosebrough was CEO at medical devices business Steris and Browning West would like him to be the company's next chair and replace Robert Weiss, Cooper's chair and former CEO. Papa is a former CEO of Bausch + Lomb, a former chair and CEO of Bausch Health and a former chair and CEO of Perrigo. And Pawson was president and general manager of the Global Vision Care Franchise at Alcon, the world's biggest independent vision-care company. The letter added there is "no strategic or financial logic to operating CooperVision and CooperSurgical under the same corporate structure," hinting that they too would be open to exploring strategic alternatives, including a possible sale.

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11/19/2025

Home BancShares to Activist Investor: 'We'll Be Your Buyer'

American Banker (11/19/25)

Home BancShares (HOMB) in Conway, Arkansas, has raised its hand to be a buyer of certain banks that may find themselves being pressured to sell by the activist investor HoldCo Asset Management. Home Chairman and CEO John Allison met in person with HoldCo representatives to learn more about the group's strategy and "see what they're doing," Allison said Tuesday during a question-and-answer session at Stephens Annual Investment Conference in Nashville. Since July, HoldCo has staged public campaigns against four regional banks, including Dallas-based Comerica, which agreed to sell itself in October, 10 weeks after HoldCo urged it to find a buyer. "I said, if you hit on one that we're sitting on in our area somewhere, I said, we'll be your buyer," Allison said in response to a question about bank mergers and acquisitions. "You know, we can be, not colluding with them, but we can be their buyer. So we're open to whatever comes." In addition to Comerica, South Florida-based HoldCo recently called out Eastern Bankshares (EBC) in Boston; Columbia Banking System in Tacoma, Washington; and First Interstate BancSystem (FIBK) in Billings, Montana, and threatened to pursue proxy battles at all three banks. Earlier this month, it pulled back on those threats at the latter two banks, saying both had sufficiently responded to HoldCo's demands, including a promise to "swear off" mergers. Allison on Tuesday echoed HoldCo's complaints that certain bank deals have destroyed shareholder value. He warned that banks whose stock prices have been stagnant for the past decade, even as they've grown in assets and their CEOs have received higher salaries, may get a reckoning. "These lost-decade banks, I think they're going to get a hot shot in the butt, you know, I think somebody's fixed to come after them and do something and I think they need it," Allison said during the Q&A session. "I think it's good for all of us to do better in the future. I mean, we work for the shareholders and why do I deserve more money than I got last year? Only if I perform better, would be my call." Home, a highly acquisitive company in the past, remains on the brink of announcing its latest acquisition. Last month, Allison said the $22.7 billion-asset bank signed a letter of intent to buy an unnamed bank. On Tuesday, he said the deal would be announced "sometime in December." Allison dropped few hints about the seller, saying only that it has some "problems" with unrealized losses on its balance sheet and that it's a "good bank [with] good people" in "good markets." In October, he told analysts that the seller has "several billion dollars" of assets. Home's banking arm, Centennial, has branches in Arkansas, Florida, Texas, Alabama and New York City. During the questions-and-answer session, Allison said there's not a lot left to buy in Florida that wouldn't be dilutive. "They're in the middle of scarcity in Florida," he said. The pending deal, which would be Home's first since April 2022 when it acquired Happy State Bank in Lubbock, Texas, for $919 million in stock, is expected to check several boxes. "If we can complete this deal, it will be accretive to book, accretive to tangible book and accretive to EPS on day one, not four years from now," Allison said. "The day we sign the deal, it'll be accretive to EPS. The price is agreed upon unless we find something somewhere." The Happy State Bank transaction turned out to be a headache for Home BancShares. The deal was plagued by asset-quality issues and a long-running legal dispute.

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