Build-A-Bear Workshop Inc. (NYSE:BBW) shares rose $3.39, or 15.06%, to $25.90 today after the company announced that it hired Lehman Brothers to explore strategic alternatives after a relatively bad quarter for the retailer. Chairman and CEO Maxine Clark, however, said that the company remains highly profitable in a unique retail-entertainment niche that will continue to grow.

Build-A-Bear warned last week that its earnings and revenues for the quarter would fall short of projections while its same-store sales were projected to drop from 9% to 7%. The company blamed higher advertising costs, high performanced-based executive compensation and language translation costs from new store openings abroad.

A company spokesperson said that it has an obligation to shareholders to explore a range of strategic alternatives that could help unlock value in their investments. Meanwhile, shareholders are betting that the company will either decide to sell off some of its extraneous investments such as that in Retail Entertainment Concepts. Others are hoping that the company will decide to put itself up for sale in an environment that is extremely conductive to high-priced buyouts. Either way, BBW is definitely a stock to watch over the next few months!

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HealthSpring Inc. (NYSE:HS) shares moved up marginally today after the Clinton Group disclosed a 5.05% stake in the company, expressed their concerns over the company's valuation and recommended ways in which the company could better structure their balance sheet to unlock value for shareholders.

The activist hedge fund sent a letter to the company's Chairman and CEO on June 15th expressing its support of the management team and view of the company as an attractive long-term investment. The letter also noted that HS' stock price has retreated to levels below that of its February 2006 IPO and is currently undervalued.

Consequently, the Clinton Group suggested that the company institute a leveraged recapitalization and a Dutch tender offer in the $22 to $23 per share range for 30% of the company's outstanding shares in order to better optimize their balance sheet and take advantage of the appealing debt financing markets in an accretive transaction. The hedge fund estimates that this accretion would amount to 13.8% and translate to a post-leveraging share price of $23.42.

The Clinton Group also offered to help the company explore strategic alternatives, which could include a potential privatization in which he would participate. The investment group has a private equity wing that it indicated would be interested in such a transaction. One would assume that any such transaction would take place not only at value ($23), but also at a premium to this value that could reach as high as $28 per share or higher.

So, what is the stock worth? Well, based on peer multiples (TEV-EBITDA and PE), the company is trading at a substantial discount. The company is currently trading at 14.9x 2007 earnings while its peers are trading at 16x and its IPO was priced at 19.5x. A similar disconnect is seen when looking at projected 2008 earnings. Clearly there is an issue here with the company's valuation, which should stand between $22 and $23 at the very least.

Combined, these factors make HealthSpring a stock worth watching!

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1-800-FLOWERS.COM Inc. (NDAQ:FLWS) has been a strong performer recently with shares nearly doubling since the middle of last year. The gift retailer announced strong earnings in April and shareholders are starting to take notice. RLR Capital disclosed a 5.1% stake and praised the company's acquisition of Fanny May's candy business last May.

The activist hedge fund believes that the company's acquisition of Fanny May's candy business was truly a transformative deal and they are excited by the strength of the brand, management team and the manufacturing footprint that come with it. Further, they see Fanny May as a strong compliment to the company's existing Gourmet Food and Gift Basket brands as the company looks to build an online strategy for these segments that will mimic their success in the flowers segment. RLR Capital also expressed their satisfaction with the company's broad cost-cutting measures and prospects for growth in margins as a result. And finally, the activist hedge fund supported the company's plans to re-examine the Home and Children's Group segment given its lower growth and margins.

Overall, it appears as if this company is on the right track with its business and plans for the future. All of their business segments are performing very well with the exception of its Home and Children's Group segments - and the company is looking into ways of solving this problem. It's hard to ignore a company posting 18% quarterly earnings growth and such strong performance across the board! This makes FLWS a stock worth following!

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Sonesta International Hotels (NDAQ:SNSTA) received some advice from Mercury Partners today in a letter to the company's board. The advice comes after the company decided to hire Goldman Sachs to explore strategic alternatives, which could include a potential sale of the company.

Mercury Partners announced their support of this decision to explore strategic alternatives, arguing that a company with only $115 million in equity is simply too small to be a public company due to the costs of Sarbanes-Oxley compliance. The hedge fund went on to say that the modest net debt associated with the well-located 400 room Royal Sonesta Hotel Boston and the significant value embedded in the unique Key Biscayne property (with land conservatively valued at $160mm) equate to a significantly higher value than reflected in the company's shares. Mix that with a strong M&A market for hotel real estate (see recent WSJ article "Hotel Buying Frenzy Intensifies") and it's easy to see why a sale right now makes sense.

A sale does not necessarily mean a good value for shareholders, especially in a company that is controlled by one family. Knowing this, Sonesta issued three recommendations to the company to help ensure a fair sale process with a healthy premium for shareholders. First, they asked the controlling family to consider taking the company private. Secondly, they asked any proposals received to be put past non-family shareholders to evaluate. And finally, they asked for the company to resist any breakup fees or other measures that may inhibit future bidding. Combined, these efforts would lead to a fair sale of the company with a potentially very healthy premium. This makes SNSTA a stock worth watching!

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BioFuel Energy (NDAQ:BIOF) is a development-stage company formed to build and operate a series of ethanol production facilities in the Midwest United States. The company went public on June 20th of this year and has drew the attention of investors today after Daniel Loeb's Third Point hedge fund disclosed a massive 30 percent stake in the company.

The billion dollar hedge fund manager has built up an impressive trackrecord through not only his activist investments but also his passive ones. In fact, his annual return since his fund's inception in 1995 stands at around 28 percent. Therefore, any investment made by this man is one that is definitely worth watching - particularly when it is a big bet in an emerging industry!

So, what other clues do we have from Daniel Loeb with regards to this investment? Well, all of their shares were obtained in a private placement that closed in conjunction with the initial public offering on June 19th. Notably, this placement included a $1.2 million investment from Loeb's personal funds. We also know that Loeb has sat on the company's board since May 2006, meaning this shouldn't be a fly-by-night investment. Combined, these factors make BIOF a stock worth keeping an eye on over the next few months!

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Vonage (NYSE:VG) shares rose $0.12, or 3.88%, to $3.21 after a federal appeals judge suggested a reprieve that might allow the VOIP provider to avoid its patent problems with Verizon. This is a critical legal battle for Vonage that could drive it into bankruptcy if the lower court decision is upheld. The company's shares have reflected this risk, dropping over 50% this year alone. Meanwhile, if the company's patent issues go away there could be significant share appreciation from these depressed levels.

So, what was this reprieve? Well, the federal appeals judge suggested that instead of blocking Vonage from using Verizon's patented technology, perhaps the startup company could be given a time period to develop an alternative method of developing its online telephone service that doesn't violate Verizon's patents. If other judges agree, the courts would then pass the case back down to lower courts with instructions to consider that possibility. However, the lower courts could decide to not even reconsider. So, there is a lot of possibilities with only one leading to a positive outcome for Vonage.

Meanwhile, Vonage indicated it was working on such a technology in May, but said it could take months to get operational. The problem the company is facing is the downtime between the development and implementation of this new technology where it would be forbidden from making any income. If a judge were to give the company time, it could save the company from bankruptcy and give it a second chance at life. This makes VG a stock worth watching!

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Lancaster Colony (NDAQ:LANC) faced criticism on Friday over its governance policies from a group of investors led by Barington Capital. The investors asked the consumer products maker to substantive changes to its governance policies as well as remove several takeover defenses that violate shareholder rights. Changes to these policies could enable shareholders like Barington to push for changes aimed at unlocking shareholder value.

In a letter to the board of directors on Friday, Barington Capital criticized Chairman and CEO John Gerlach and the company's founding family for consolidating their control of the company, saying, "We believe that the numerous defenses the company has in place are excessive and demonstrate disregard for the interest of Lancaster's public shareholders by facilitating the entrenchment of the company's directors and executive officers and minimizing the influence that shareholders have on the board."

Removal of these provisions could pave the way for shareholders like Barington Capital to unlock value. What might these actions include? Well, Lancaster said in April 2006 that it was exploring strategic alternatives, including a possible sale of its glassware and candles businesses. Meanwhile, Barington also pressured the company to take on $300 million in debt to finance and self-tender offer or similar transaction to create value for shareholders. If either of these transactions materialized, it could mean significant returns for shareholders. Combined, these factors make LANC a stock worth watching!

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Lehman Brothers (NYSE:LEH) has been a strong performer this year, moving up over 28 percent off of its lows, but the company is still struggling to join the likes of Morgan Stanley and Goldman Sachs as an elite investment bank. While most investors still think of Lehman Brothers as a bond house with potentially damaging exposure to mortgages, some are now beginning to see the firm in a new light.

What makes Lehman Brothers an attractive stock? Well, the firm's efforts to restructure itself have produced tangible results while its stock price has moved up relatively little. Specifically, the firm has made great progress in its move to diversify from fixed income into stocks and bonds both in the U.S. and broad. And the stock remains extremely undervalued - in fact, LEH trades at one of the lowest price-to-earnings multiples of any brokerage. And management knows the firm is undervalued. Mr. Fuld said, "Whether the world catches on today or tomorrow, I've got plenty of time for that. I like that we're not fully appreciated."

Lehman Brothers also has far less risk than other brokers who have used cheap credit to force otherwise unprofitable deals through their pipeline. While the firm is working on restructuring their balance sheet to take on more trading and deal risk, they still intend on making much safer bets than the competition. The firm also makes more money overseas than every other investment bank besides Goldman Sachs. These factors make LEH a safe bet in the event of a downturn in the economy that would materially hurt other firms' earnings.

In the end, Lehman Brothers is a company that is working to convert itself from a fixed-income firm to an elite investment bank like Goldman Sachs or Morgan Stanley. If it is successful, it could mean significant share appreciation from these levels. And the reduced amount of risk they are taking on makes them a safer bet than other investment banks in the event of a downturn in the economy. This makes LEH a stock worth watching!

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Kraft Foods (NYSE:KFT) shares moved up yesterday on news that billionaire investor Nelson Peltz took a 3 percent stake in the company. Shareholders and analysts had long been speculating that an activist investor could get involved with the company and force it to institute a massive share buyback, revive its first tier brands and sell or spin-off its second tier brands.

Nelson Peltz is well known for his past work with companies like Wendy's, whose shareholders experienced a more than 50% rise in value since his first involvement. Most of his larger prior deals have been in the restaurant and food business as well, adding to the probability that his Kraft involvement isn't simply putting money away for the kids!

So, what are his plans? Well, many analysts and investors expect the activist investor to first leverage up since it has debt amounting to less than two times EBITDA. Secondly, Peltz will likely demand that the company sell off its second tier brands in order to focus on reviving its best in class. These brands could include Post cereals and Maxwell House. And finally, he will likely boost spending in frozen foods and cheese in order to strengthen the company's two best product lines.

Combined, this is all good news for investors - but the timing couldn't have been worse for Peltz. The activist investor was not required to disclose his stake until it reached more than 5 percent of the company - this leak reportedly angered him. Now that investors know what he's likely up to, it may become much more expensive for him to purchase shares. Regardless, this is definitely a stock worth watching!

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Vertrue Inc. (NDAQ:VTRU) share rose today after Brencourt Advisors disclosed a 28% stake in the company and expressed their concerns over the company's proposed buyout. The hedge fund believes that the marketing company's current $48.50/share buyout price is insufficient and demanded that the board immediately reject the proposed offer. Shareholders are hoping that this effort will lead to a higher buyout offer.

Vertrue appears to be banking on a growing trend in the investment community - under-priced buyouts build to transfer wealth from shareholders to management and private equity interests. Addicted to quick gains from buyouts, many investors fail to take into account the long-term value of the company when considering buyout offers. Brencourt is hoping to bring the facts to light in order to convince investors that they can hold out for much more.

So, what's wrong with the $48.50/share buyout proposal? Well, Brencourt pointed out four different flaws in the bid:

1. Use of a size opinion in the WACC calculation - Broadview applied a "size premium" in order to boost the company's cost of equity and thereby lower the valuation. Investors were baffled by this as it is not accepted financial theory to include such a premium.
   
2. Incorrect cost of debt- Broadview used 9.25% as its cost of debt which is the coupon to the senior notes due 2014. The problem is that the cost of debt is actually the companies yield on its fixed securities, not its coupon!
   
3. Incorrect market premium - Broadview used a market premium of 7.8% to calculate the cost of equity. If anyone else used this market premium, there would be no leveraged buyout today that could be justified on a DFC basis. It simply doesn't make sense.
   
4. Absurdly low terminal value - Broadview used a terminal value of 6-7x EBITDA, which is an absurdly lower range.
   

Overall, the buyout process was flawed and led to a bid that is substantially below the true value of the company. Investors are hoping that Brencourt can force the company to seek a higher bid or maybe even hire another investment banking company to conduct a whole new sale process. If successful, it could mean significant upside for shareholders!

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