Building Materials Holding Corporation (NYSE:BLG) shares dropped $1.09, or 8.52%, to $11.70 today after Moody's cut the company's ratings amid continued troubles in the residential housing market. Meanwhile, the company is expected to report earnings tomorrow, which has many investors guessing. There is light at the end of the tunnel, however, as famed activist hedge fund Chap-Cap is involved with the company and pushing for change!

Chapman's hedge fund is primarily seeking to make changes to the company's executive compensation structure. While nobody should punish management for the steep correction in the housing market, the board's granting of generous financial rewards during its 2002-2006 boom years should not be ignored. Through stipulating the the homebuilding cycles are beyond BMH control, corporate and divisional overhead can be restricted by a realistic, practical management team.

Chapman also suggested that the company hire an investment banker to explore the complete or divisional sale of the company. The hedge fund insists that there would be high private equity and public interest in the company through conversations with the company's peers and leveraged consolidators of the home building industry. In the end, BLG is definitely a stock to keep an eye on as this situation unfolds!

Related Companies
Home Depot (HD)
Lowe's Companies (LOW)
USG Corporation (USG)

Radyne Corporation (NDAQ:RADN) shares moved up $0.31, or 2.99%, to $11.03 after Discover Group disclosed an 8.8% stake in the company and suggested that the company put itself up for sale. The activist hedge fund is convinced that the company could obtain a 50%+ premium by obtaining a sale price of between $14 and $16.

Discovery Group indicated that discussions with industry participants have suggested that there are multiple parties interested in acquiring the company at a significant premium to today's market price. The combination of Radyne's attractiveness, the robust M&A market, and the high level of interest from strategic buyers could lead to a very attractive valuation for the company.

As a result, Discovery Group demanded in a letter to the board today that the company engage a qualified investment banker to explore strategic alternatives including a possible sale of the company. Moreover, given the hedge fund's M&A experience and intelligence they have gathered from buyers, they believe it likely that the acquirers are readily known, familiar and interested in Radyne, and can put forth proposals in short order. Combined, these factors make RADN a stock that is definitely worth watching!

Related Companies
Viasat Inc. (VSAT)
DIRECTTV Group (DTV)
Harris Corporation (HRS)

Applebees (NDAQ:APPB) shares rose $0.08, or 0.33%, to $24.63 today after The Lion Fund announced that it intends to vote against the proposed merger citing the fact that the $25.50 cash offer substantially undervalues the company. The activist hedge fund, led by Sardar Biglari, aims to block the merger and encouraged the company to consider IHOP's proposed franchising plans to increase value for its own shareholders.

Sardar Biglari expressed his disappointment in the offer through a letter addressed to the company's board of directors. In the letter, the activist investor pointed out the fact that it was IHOP's stock that jumped 16 percent after the merger was announced while Applebees shareholders only enjoyed a one percent increase. This supports their thesis that the proposed transaction is simply transferring value from Applebees shareholders to IHOP's shareholders.

The activist investors also elaborated on how franchising could prove to be a substantial boon to the company's long-term value. The franchise business would enable the company to achieve higher profit margins, assume less risk, and would require very little in terms of capital expenditures. Combined, these strategic moves would lead to healthy cash flows and a higher return on capital. Unfortunately, it would be IHOP's shareholders that realize this value rather than Applebees shareholders if this transaction is approved.

In the end, there is a good argument for Applebees to either remain independent or seek a higher buyout premium. More, The Lion Fund has a successful track record in activist scenarios with its most recent sale of Friendly's Ice Cream at a substantial premium. Combined, many shareholders and investors are hoping to get more bang for their investment buck in Applebees. This makes APPB a stock worth watching!

Related Companies
Ruby Tuesday Inc. (RT)
Rare Hospitality International (RARE)
Shells Seafood Restaurant (SHLL)

Acuity Brands (NYSE:AYI) announced that it would be spinning off Acuity Specialty Products Group Inc. into an independent publicly traded company. The tax-free distribution to shareholders is expected to take place this fall with one share of spinco being received for every two shares of AYI. Shareholders and investors should carefully watch this situation as it presents a great opportunity to profit!

The spin-off is expected to generate annual revenues of $600 million with brands including Zep, Zep Commercial, Enforcer and Selig. The new company also expects to take on about $70 million in debt and pay out a 16 cent dividend. Meanwhile, Acuity Brands expects to save approximately $6 million a year through a simplified corporate structure but anticipates spending around $7 million to make the deal happen.

"We believe this transaction will meaningfully enhance shareholder value because it will enable our lighting business and our specialty products business to pursue their own distinct strategic initiatives and significant growth opportunities with a sharpened focus," said Chairman, President and CEO Nagel. "For example, each company will be able to attract and allocate its own capital and to design equity-based compensation programs targeted to its own performance. We are excited about the opportunities for each company to expand its market presence both through organic growth and through acquisitions."

In the end, there are many reasons why investors and shareholders should watch this spin-off. First of all, it is well known that spin-offs tend to outperform the overall market during their first two years as an independent company. Secondly, there is clearly a good reason for these two companies to separate and the terms on which the spin-off is taking place are more reasonable than most situations. And finally, the parent company is expecting to save $6 million a year while making itself more nimble which should help boost its valuation. Overall, AYI is definitely a stock worth watching as this fall spin-off approaches!

Related Companies
Ecolab Inc. (ECL)
Cooper Industries (CBE)
FMC Corporation (FMC)

NTN Buzztime (AMEX:NTN) shares moved up $0.08, or 9.28%, to $0.94 today after Trinad Capital disclosed a 6.6% stake and expressed its concern about the company's future. The activist hedge fund demanded that the chairman of the board be removed, new members be installed and strategic alternatives be explored. Shareholders clearly applauded this move with the stock rising nearly ten percent.

NTN Buzztime provides both entertainment and hospitality services to bars and restaurants. The company's main products include the interactive video games that allow competition between bars and restaurants throughout the United States. Buzztime also develops guest and server paging systems to enhance customer service at bars and restaurants. The company's stock has declined over 30 percent so far this year amid weaker than expected earnings and profitability forecasts.

Trinad is extremely concerned about several recent changes that the board made to the company's bylaws that appear to entrench current management and board members while impairing shareholder value. Among other things, the bylaws now prohibit shareholders from calling a special meeting and imposed advance notice requirements for shareholders wishing to nominate new members to the board! Obviously, these provisions would need to be removed in order to open the doors to any potential strategic transaction to unlock shareholder value.

Fundamentally, the company has been struggling with worsening margins yet has managed to increase its cash substantially. This leaves the door open to an internal move like a share buyback or special dividend or external acquisition where the buyer could utilize the cash to collateralize a loan in a leveraged buyout. Clearly, the company is concerned about this cash as it could be the reason for the new borderline poison pill requirements imposed on shareholders wishing to take action. Regardless, this is certainly a great company to watch!

Related Companies
Electronic Arts (ERTS)
Gaylord Entertainment Company (GET)
The Walt Disney Company (DIS)

Lancaster Colony's (NYSE:LANC) largest shareholder, Barington Capital, stepped up pressure on the company yesterday, demanding that they turn over their books and records for analysis. The move comes amid depressed earnings and increasingly poor corporate governance practices that has many guessing. Shareholders are hoping that these efforts could push the board to take action.

Lancaster Colony is a diversified manufacturer and marketer of consumer products, including specialty foods for the retail and foodservice markets, glassware and candles for the retail, floral, industrial and foodservices markets, and automotive accessories for original equipment manufacturers and aftermarket - although the company recently sold the assets of this last division. Financially, the company has been struggling with profitability. Despite decent revenue growth last quarter, their earnings fell on lower margins.

Barington had contacted the company in the past expressing disappointment with these profitability and share price performance concerns. Moreover, the activist hedge fund complained that the company is controlled too heavily by its founding Gerlach family after several anti-takeover defenses were installed to protect incumbent management and board members.

In the end, shareholders are hoping that Barington can help transform the company from a family-controlled operation to one that is more accountable to shareholders. Barington has a long successful track record in this arena, but it may take some time for them to break through several poison pills and a suborn family that owns the majority of the company's stock. Regardless, this is definitely a stock to watch!

Related Companies
Libbey Inc. (LBY)
Campbell Soup Company (CPB)
B&G Foods Inc. (BGS)

Transocean (NYSE:RIG) shares moved up $6.45, or 5.87%, to $116.42 today after the company announced the acquisition of GlobalSantaFe for nearly $18 billion. The combined company will have a global fleet of 146 rigs worth an estimated $53 billion. Shareholders in both companies applauded the deal that will greatly expand their offshore drilling services.

Transocean stands to gain substantially from the transaction in terms of both increased scale and cost savings. The company expects to realize cost savings of $100 to $150 million a year by 2010 - that's a million dollars per rig per year! The additional rigs should also help the company with its extensive backlog while a proposed recapitalization will fund a buyback and other measures to increase shareholder value.

Interestingly, the deal took place at no premium and resulted in the stocks of both companies rising - a rare occurrence in M&A deals. This happened because the deal was structured to give shareholders in both companies a total of $15 billion in cash dividends collateralized by a combined $33 billion in backlogs. Essentially, the company underwent a leveraged recapitalization that enabled it to buy GlobalSantaFe at a substantial discount while also improving the company's capital structure.

Overall, this deal is exactly what shareholders were hoping for - a cheap acquisition with a way for them to cash in on Transocean's massive backlog. The transaction should also help improve the company's financial position and improve their future outlook. This makes RIG a stock worth watching!

Related Companies
Noble Corporation (NE)
Diamond Offshore Drilling (DO)
Hercules Offshore (HERO)

American Standard Companies Inc. (NYSE:ASD) announced last week that its spin-off of WABCO Holdings Inc. (NYSE:WBC) is set to take place on July 31st. Under the terms of the deal, shareholders are American Standard on record July 12th will receive one share of WBC for every three shares of ASD that they own. Investors and shareholders should watch this spin-off as it presents several opportunities to profit that we will explore in this article.

WABCO is a leading provider of technologically advanced breaking, stability, suspension and transmission control systems that has been around since 1869. Their products include a range of control systems that improve vehicle safety and reduce overall vehicle operating costs for the world's leading truck, trailer and bus manufacturers as well as select passenger car manufacturers. The company's strong competitive and financial condition make it a great stock to own.

Investors may find it worth noting that spin-offs in general tend to outperform the overall market during their first couple of years as an independent public company (just check out this article by the Journal of Investment Management). The reasoning behind this is simply that many people who receive the shares do not want them so they immediately turn around and sell - creating a discount.

The company is also much more nimble, being independent from its parent, and therefore may be able to increase its revenues and cut costs. It is also worth nothing that insiders are often given a high stake in the new spin-off, which provides them incentive to jump the stock price. We already know that WABCO is an excellent candidate with management's sizable stake in the company with a leading market position.

In the end, investors should carefully watch this stock after its July 31st spin-off while existing shareholders should consider holding onto their shares for awhile. Evidence has shown that spin-offs do tend to outperform the market in certain instances - and WABCO appears to be a poster child for these cases. This makes WBC a stock worth watching over the next year!

UBS AG (NYSE:UBS) has been facing a sort of midlife crisis lately just after new chief executive Marcel Rohner took the reins and promised to keep the current strategic direction of the company intact. The company has been experiencing problems with its investment bankers that some are speculating could result in a spin-off or sale of the division, which would transform the company into an asset management pure play.

The financial services company's problems with its investment bankers stem from a blowup of a hedge fund within the company that eventually led to ex-CEO Peter Wuffli and several high profile bankers leaving the company. Putting the ex-head of the wealth management and private banking segment in charge after didn't help much either. In the end, the whole ordeal is casting serious doubt as to whether or not UBS can retain its best investment bankers with what has become a second-rate program.

Meanwhile, any spin-off or sale would be welcome news for shareholders and investors who are well aware that an asset management pure play UBS could fetch a multiple of 20x while investment banking typically only trades at 10x. It is also worth noting that UBS's asset management business produces a full 25 percent more each year in profit than its investment banking business.

Specifically, many shareholders and investors are hoping for a sale of the investment banking division (with the proceeds returned to shareholders via a buyback or special dividend) which would result in the 20x multiple pure play. This would solve both the company's internal problems with their investment bankers along with valuation issues they face by providing two services that trade at such varied multiples. Whether or not this materializes remains to be seen; however, UBS is definitely a stock to keep an eye on!

Related Companies
Morgan Stanley (MS)
JP Morgan (JPM)
Goldman Sachs (GS)

Reddy Ice Holdings (NYSE:FRZ) shares moved up $0.07, or 0.23%, to $31.01 today after the Shamrock Activist Value Fund disclosed another letter challenging the board to reconsider a planned buyout by GSO Capital Partners. The activist hedge fund continues to oppose the transaction, calling it grossly inadequate, and has finally garnered some support.

The packaged ice distributor announced the $1.1 billion - or $31.25 per share - buyout deal with GSO Capital in early July and immediately drew shareholder criticism. Regardless, the company quickly moved to approve the transaction which is set to close in the fourth quarter. Many shareholders are concerned that management buyout bonuses and other incentives may be clouding the board's judgment at the expense of shareholders.

The Shamrock Activist Value Fund announced today another interesting piece to the story. The hedge fund uncovered the fact that the company appears to be abandoning its duty to maximize shareholder value by minimizing opposition to the buyout bid. This is being done by encouraging certain large shareholders to speak directly with GSO Capital about rolling their FRZ shares into the GSO leveraged buyout transaction instead of tendering them for cash. Clearly, this is unfair to smaller shareholders that represent the majority ownership in the company!

Shamrock insists that the company should immediate abandon the proposed buyout transaction and instead institute a share buyback at $33 per share to allow apathetic shareholders to exit the stock while allowing existing shareholders to retain their stake. The current game management is playing of "buying off" support for the transaction is simply unfair and unethical - a clear breach of the board's duty to serve shareholders as a whole. While Shamrock still faces an uphill battle, this is definitely a story worth following!