The reason this caught my attention is that companies tend not to adopt shareholder rights plans (also known as “poison pills“) unless there is an actual threat to the company (really, to management’s cushy compensation packages) of a hostile bidder. It was then that I noticed a flurry of SC-13D filings, which are required filings for investors that acquire more beneficial ownership of more than 5% of any class of publicly traded securities in a public company. Unlike the SC-13G filing, which is filed by passive investors, the 13D requires the investor to state the purpose of the transaction. These filings often provide some warning as to when an activist investor has become involved in the company.
Air T, Inc. Adopts Stockholder Rights Plan
MAIDEN, N.C., March 26, 2012 — Air T, Inc. (Nasdaq Capital Market:AIRT) announced today that that its Board of Directors (the “Board”) adopted a Rights Agreement, pursuant to which one preferred stock purchase right will be distributed as a dividend on each share of the Company’s common stock held of record as of the close of business on April 5 (the “Rights”). Initially, the Rights will be represented by the Company’s common stock certificates, or by the registration of uncertificated shares of common stock in the Company’s share register, and will not be exercisable.
The Rights Agreement is designed to protect against any potential coercive or abusive takeover techniques and to help ensure that the Company’s stockholders are not deprived of the opportunity to realize full and fair value on their investment. The plan, which was adopted following evaluation and consultation with the Board’s outside advisors, is similar to plans adopted by numerous publicly traded companies.
Under the Rights Agreement, with certain exceptions, if any person or group becomes the beneficial owner of 15% or more of the Company’s common stock, then each Right not beneficially owned by such beneficial owner will entitle its holder to purchase, at the Rights’ then-current exercise price, shares of the Company’s common stock having a market value of twice the Rights’ then-current exercise price. In addition, with certain exceptions, if, after any person or group has become a beneficial owner of 15% or more of the Company’s common stock, the Company becomes involved in a merger or other business combination, each Right will entitle its holder (other than such 15% or more beneficial owner) to purchase, at the Rights’ then-current exercise price, common shares of the acquiring company having a value of twice the Rights’ then-current exercise price.
The Rights will expire at 5:00 PM Eastern time on April 5, 2015 unless earlier redeemed, exchanged or amended by the Company.
Further details about the Rights Agreement will be contained in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission by the Company.
In the case of AIRT, the filings were made by a firm called AO Partners and its affiliates, including Nick Swenson, the general partner of AO Partners. The first filing announced a 6.2% stake. At that point, the purpose of the transaction was “for investment purposes in the ordinary course of business.”
That was in January. In March, another filing updated the ownership level to 8.2%, and announced a new purpose of the investment:
This is where things tend to get interesting. Asking for a seat on the Board signifies the position is far from passive, and that the investor seeks to unlock value in any of a number of ways (spin-offs, special dividends, etc). Later in March, the firm announced it had increased its ownership to 10.2%. This is when AIRT enacted the poison pill.
The Reporting Persons acquired shares of Common Stock because they believe that the Common Stock is undervalued. The Reporting Persons’ intent is to influence the policies of the Issuer and assert the Reporting Persons’ shareholder rights, with a goal of maximizing the value of the Common Stock.
Mr. Swenson has requested that the Board of Directors of the Issuer appoint him as a director.
AO Partners increased its ownership to 10.8%, and amended its request to include another seat on the board, as detailed in this letter:
Swenson included his CV and that of the second nominee, Seth Barkett, which are found on page two here. As expected, both appear to be highly qualified. The most recent filing (as of the end of May) announced AO Partners’ interest at 11.9%.
Dear Mr. Clark:
Thank you for taking time to speak with us. We appreciate the chance to continue our dialogue about issues that are important to Air T stakeholders.
This letter is our formal request for representation on Air T’s Board of Directors. As of Friday, March 30th, AO Partners I, LP owned 254,959 shares or approximately 10.4% of Air T’s outstanding common stock. AO Partners is the company’s largest shareholder. For this and other reasons that I am happy to discuss further, I respectfully request that Air T add Seth Barkett and me to its nine-member Board of Directors. While 2 of 9 seats represent a larger proportionate share of Board seats than AO Partners’ ownership, we believe that since you are the only significant shareholder currently serving on the Board, our request is appropriate. It is important that Air T shareholders have a voice on the Board of Directors. In addition, we intend to continue to buy Air T stock.
If you are unable to add us to the Board of Directors prior to Air T’s next proxy, we respectfully request to be added to the company-endorsed list of prospective directors that the Board directly and indirectly supports for Board seats.
As I mentioned Friday morning, AO Partners will not bid for all of Air T’s shares nor will we wait passively for unpredictable market sentiment to move the stock up. We hope to work with you constructively so that shareholders have a good chance of realizing ever-higher prices for their shares.
I have included our resumes per your request. We would appreciate the Board’s answer to our request by Wednesday, April 11, 2012 at 5:00pm CST.
AO Partners, LLC
For my original discussion of AIRT, you can head back to my post from last year. Since that post, the company has reported two more quarters (possibly three by the time this is published). We’ve seen the company’s revenues continue to grow, with Q2 and Q3 revenues up 26.2% and 15% YoY. Operating margin is still a little light, predominantly as a result of slight gross margin compression. The company now has $6.8 million in cash with zero debt, representing 30.3% of its market cap.
The company’s enterprise value is just $15.7 million, against which it has earned an average free cash flow of $2.4 million over the last three years. The company trades for a P/B of 0.83, has been profitable since 2003 and the presence of an activist investor suggests to me that long suffering investors might find relief in the near future.
What do you think of AIRT?
Author Disclosure: None