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Mangrove Partners Discloses Letter to Rpx Corp (RPXC)’s Board; Plans to Replace Board, CEO

Published on March 17, 2016 at 4:37 pm by Meena Krishnamsetty in Hedge Funds, News
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In a recent 13D filing with the US Securities and Exchange Commission, Nathaniel August‘s Mangrove Partners disclosed a letter sent to the board of directors of RPX Corp (NASDAQ:RPXC). The investor expressed its disappointment with the company’s performance and Board’s lack of action to improve the 44% drop registered by the stock since its IPO. Therefore, Mangrove said it “had no choice but to nominate a slate of highly qualified candidates to replace the current class of directors, including the current CEO.” Mangrove also outlined several issues that the company is facing, including “poor capital allocation”, “excessive employee compensation”, “wasteful growth projects”, “stagnant core business growth”, “insular corporate governance”, and “cash hoarding”.

“When we recently met with management, we were hopeful that they would show some accountability for the resulting losses to shareholders. Instead, we were summarily invited to “sell the stock” if we  didn’t like management’s decisions. In our view, that attitude betrays a fundamental misunderstanding that the Company somehow belongs to senior management and shows an overt disdain for the true owners of the Company, the shareholders. We believe that shareholders should decide whether they want the current regime to continue guiding the Company or whether it is time to elect a new set of fiduciaries. From our perspective, change is desperately needed, and we have therefore nominated three directors for election to the Company’s Board of Directors,” Mangrove added.

According to the filing, Mangrove owns some 2.58 million shares of RPX Corp (NASDAQ:RPXC), which represent 5% of the company’s outstanding stock. The filing added that Mangrove has nominated  Nathaniel August, Gilbert Palter and Greg Share for election to the Board at the 2016 Annual Meeting of RPX Corp’s shareholders.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
The Mangrove Partners Master Fund, Ltd 0 2,580,986 0 2,580,986 2,580,986 5.0%
The Mangrove Partners Fund 0 2,580,986 0 2,580,986 2,580,986 5.0%
The Mangrove Partners Fund (Cayman), Ltd 0 2,580,986 0 2,580,986 2,580,986 5.0%
Mangrove Partners 0 2,580,986 0 2,580,986 2,580,986 5.0%
Mangrove Capital 0 2,580,986 0 2,580,986 2,580,986 5.0%
Nathaniel August 0 2,580,986 0 2,580,986 2,580,986 5.0%

Page 1 of 13 SEC Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D – 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
RPX Corporation
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
74972G103
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel:  (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 14, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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