Leading funds such as Paulson & Co., Goldman Sachs Group, Citigroup and Carl Ichan’s eponymous hedge fund filed forms 13-G with the SEC last week, indicating that they had amended their ownership in U.S. traded public companies. The following are the most notable filings last week (for more info on Forms 13-D and 13-G, and how to interpret that, please refer to the end of this article):
Athersys Inc. (ATHX): ATHX develops therapeutics to treat obesity, and metabolic and nervous system disorders. Its lead product candidate is ATHX-105 for the treatment of obesity, and it is developing MultiStem® as an adult-derived “off-the-shelf” stem cell product platform for multiple disease indications. On December 2nd, Chicago-based investment fund Aspire Capital Fund LLC file a SEC Form 13G, indicating their ownership of 1.3 million or 5.2% of outstanding shares. Since the filing, ATHX stock has surged from $1.32 at close on December 1st to an intra-day high of $2.42 (as of this writing) on Monday. Aspire offers investment capital for publicly traded companies to fuel their growth, focusing on the life sciences, energy and technology sector. Earlier on November 14th, ATHX entered into a Common Stock Purchase Agreement with them whereby Aspire Capital committed to purchase up to $20 million of ATHX common stock in multiple transactions over the next two years.
Celsion Corp. (CLSN): CLSN develops monotherapy compounds for the treatment of cancer by combining heat-activated agents with chemotherapy drugs. On December 2nd, Columbia, MD-based value-oriented activist hedge fund manager Mangrove Partners filed SEC Form SC 13D, indicating their ownership of 2.1 million or 7.9% of outstanding shares. In the filing, Mangrove Partners has alleged highly unethical actions by the management team, including trying to corrupt them by offering to allocate a portion of the most recent equity raise to Mangrove in exchange for signing an agreement which would prevent Mangrove from becoming activists in the stock. Mangrove initiated their position in CLSN in early October with 71,960 shares, and since then has been actively adding to the position. They have offered CLSN the alternative of working with Management to increase value for shareholders by including two Mangrove designees to the Board, hiring an independent investment bank to explore all strategic alternatives, and then if necessary terminate management if set measurable goals are not met.
Commercial Metals Company (CMC): CMC is engaged in the recycling, manufacturing, fabricating and distributing steel and metal products, and related materials and services for the construction, manufacturing and fabrication industries in the U.S. and internationally. Ichan first filed SEC Form SC 13D on July 28th, reporting ownership of 11.5 million or 10.0% of outstanding shares, indicating their belief that CMC shares were undervalued and on their intent to work with management to discuss its business and strategic alternatives. Then, on November 28th, Mr. Icahn filed another SC 13D/A, including a letter to management that clearly proposed their offer to acquire the remainder of the company for $15 per share, at a 31% premium, reiterating it again later in the day in response to management’s ambivalence to the offer. The company has as of Monday morning rejected Mr. Ichan’s proposal, calling it inadequate, and setting the stage for maybe a hostile takeover by Mr. Icahn. Mr.Icahn is a tremendously successful shareholder activist investor, and whether he succeeds or not, CMC shareholders have already benefited as the stock is up strongly (over 25%) since he made the offer.
Dish Network Corp. (DISH): DISH provides direct broadcast satellite (DBS) subscription TV services nationwide. On November 10th, Goldman Sachs Group (GS), with $142.6 billion in equity holdings, filed SEC Form SC 13D/A, indicating that it reduced its DISH holdings below the 5.0% threshold, and now holds 8.5 million or 4.1% of the outstanding shares versus the 15.2 million shares held at the time of its SEC 13-F filing for Q3. Goldman has been aggressively selling DISH recently, having sold 6.7 million shares in Q3 from a 21.8 million shares position at the end of Q2. With this sale, Dodge & Cox with 15.1 million or 7.3% of outstanding shares is now the only 5% plus institutional holder of DISH shares.
Cemex Sab (CX): CX is a Mexican manufacturer of cement, ready-mix concrete, aggregates and related materials. Its products are used for housing and residential developments, as well as for commercial, institutional and infrastructure projects. On November 10th and the 28th, Citigroup Inc. (C), with $41.9 billion in equity holdings, filed SEC Forms SC-13G’s, indicating that it now holds more than 53.1 million or 5.2% of CX shares versus the 17.5 million shares held at the time of its SEC 13-F filing for Q3. Besides Citigroup, Southeastern Asset Management and Dodge & Cox with 177.3 million and 71.6 million shares are the other 5% plus institutional holders of CX.
Delphi Automotive Plc (DLPH): DLPH manufactures vehicle components, powertrain, safety and thermal technology solutions for automotive and commercial vehicle markets worldwide. On December 2nd, hedge fund manager Paulson & Co. filed SEC Form SC 13G, indicating that it holds 51.7 million or 15.8% of outstanding shares. Mr. Paulson is famous for his short-selling of subprime mortgages in 2007 that made him $3.5 billion that year, beating that record by making nearly $5 billion in 2010. Besides DLPH, Paulson also owns large 10% plus stakes in Supermedia Inc. (SPMD), American Capital Ltd. (ACAS), and Anglogold Ashanti Ltd. (AU).
Depomed Inc. (DEPO): DEPO develops prescription pharmaceuticals based on its proprietary oral drug delivery technologies for type 2 diabetes and postherpetic neuralgia. On November 29th, investment management firm Ingalls & Snyder, with $1.3 billion in equities under management, filed SEC Form SC-13G, indicating that it now holds more than 2.8 million or 5.0% of DEPO shares versus the 2.2 million shares held at the time of their SEC 13-F filing for Q3. Ingalls & Snyder has been gradually building a position in DEPO this year, adding 0.9 million shares in Q2 and 0.5 million shares in Q1. Besides Ingalls & Snyder, Northpointe Capital (3.6 million or 6.5% of outstanding shares) and Deltec Asset Management (3.5 million or 6.3% of outstanding shares) are the other 5% plus institutional holders of DEPO.
American Axle & Manufacturing Holdings Inc. (AXL): AXL is a leading manufacturer of driveline systems and related power-train components and chassis modules for light trucks and sport utility vehicles. On December 2nd, hedge fund firm GMT Capital, with $3.9 billion in equities under management, filed SEC Form SC-13G, indicating that it now holds more than 4.6 million or 6.1% of AXL shares versus the 4.0 million shares held at the time of their SEC 13-F filing for Q3. GMT has been gradually building a position in AXL this year, adding 1.4 million shares in Q2 and 3.0 million shares in Q1. The firm is the general partner and investment manager for several hedge funds that it manages based on long-term, value based and long-short equity investors. Besides GMT Capital, Barrow Hanley Mewhinney & Strauss, with 5.4 million or 7.1% of outstanding shares is the only other 5% plus institutional holder of AXL.
Form 13-D is commonly referred to as “beneficial ownership report,” and is required when a person or a group of persons acquires beneficial ownership of more than 5% of the voting class of a company’s equity securities; form 13-G is the abbreviated version of the form that is allowed under certain circumstances.
The information in forms 13-D and 13-G is extremely timely as it is required to be filed within ten days after the purchase, in contrast to 13-F quarterly filings by Institutions that are filed every three months. The information contained in 13-F filings, thereby, can as much as eighteen weeks old by the time it is disseminated to the public. Furthermore, by virtue of their 5% ownership in public companies, the information contained in the 13-D and 13-G filings indicates only high confidence or high conviction moves by institutions and insiders, and hence can be interpreted to be of greater relevance to the investment community than the 13-F quarterly filings. Furthermore, 13-D and 13-G filings often are a precursor to hostile takeover, company breakups and other “change of control” events, and often they will include a letter to management explaining the reason for their taking a large stake in the company.
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