At Insider Monkey, we closely monitor the moves made by activist investors. Their targets are often undervalued stocks with firm foundations that for one reason or another have failed to execute. At times, all it takes is a fresh outlook and a slight tweak to completely alter the makeup and efficiency of a company, and activists can provide this. They also shine a spotlight on shareholder value creation, which can be neglected by entrenched management who often have their priorities elsewhere. Below and on the following pages we have embedded the latest 13D activist filing related to Forestar Group Inc. (NYSE:FOR), which was recently submitted by Jeffrey Bronchick‘s Cove Street Capital. The filing reveals that Forestar Group has reached a director nomination agreement with both Cove Street Capital and Clint Carlson‘s Carlson Capital, which will see one director put forth by each fund being added to the company’s Board, to replace two resigning Directors.
You can sell the filing below and on the next pages. You can access the original SEC filing by clicking here, which contains links to the agreement and a press release.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Cove Street Capital, | 3,165,917 | 3,165,917 | 3,165,917 | 3,165,917 | 3,165,917 | 9.4% |
Jeffrey Bronchick | 4,083 | 4,083 | 3,170,000 | 9.4% |
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Page 1 of 5 SEC Filing
OLSHAN FROME WOLOSKY LLP
(Name, Address and Telephone Number of Person
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Page 2 of 5 SEC Filing
1 | NAME OF REPORTING PERSON Cove Street Capital, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,165,917* | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 3,165,917* | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,165,917* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% | ||
14 | TYPE OF REPORTING PERSON OO; IA |
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Page 3 of 5 SEC Filing
1 | NAME OF REPORTING PERSON Jeffrey Bronchick | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 4,083* | |
8 | SHARED VOTING POWER 3,165,917* | ||
9 | SOLE DISPOSITIVE POWER 4,083* | ||
10 | SHARED DISPOSITIVE POWER 3,165,917* | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,170,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 4 of 5 SEC Filing
Item 4. | Purpose of Transaction. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Director Nomination Agreement by and among Cove Street Capital, LLC, its affiliates, and Forestar Group Inc., dated February 5, 2016. |
| 99.2 | Press Release, dated February 8, issued by Forestar Group Inc. |
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Page 5 of 5 SEC Filing
COVE STREET CAPITAL, LLC | |||
By: | /s/ Daniele Beasley | ||
Name: | Daniele Beasley | ||
Title: | Chief Compliance Officer; Member |
/s/ Jeffrey Bronchick | |
Jeffrey Bronchick |