Saturday, January 31, 2009

Pershing Square's Annual Investor Presentation

Pershing Square Capital hosted their annual investor dinner on January 22. Click here to download Pershing's 70 page investor presentation from the blog.

Friday, January 23, 2009

Icahn Issues an Open Letter to Other Investors in Steel Partners' Fund


Carl C. Icahn
767 Fifth Avenue
New York, New York 10153

January 23, 2009

Dear Fellow Investors:

As you know, Steel Partners has announced the "WebFinancial
Solution" which we believe would be extremely detrimental to all of
our investments in Steel Partners. I am against that transaction and
a lawsuit has been filed to oppose it in Delaware.

I believe it will be beneficial for all investors in Steel Partners
to meet to discuss the "WebFinancial Solution." Because Steel Partners
has refused to make a list of investors available to us, we ask that you
call either Susan Gordon (212-702-4309) or Sue Zippo (212-702-4310) at
my office. Please provide them with your name and phone number. We
will then contact investors and arrange for a meeting.

Steel Partners' actions to date and plans for the future are
significant events for all of us and I strongly believe that we should
meet to share our thoughts and concerns.

I look forward to meeting all of you.

Very truly yours,

Carl C. Icahn

Thursday, January 22, 2009

Activists Pounce on SPACs

Published on

By Damien Park, President & CEO Hedge Fund Solutions, LLC


Last year was tough for special purpose acquisition companies (SPACs), and 2009 is shaping up to be even more difficult.

These relatively obscure investment vehicles are usually formed by a group of managers with operating or investment experience who raise capital through an initial public offering (IPO). After the offering, a majority of the proceeds are held in an interest-bearing trust account until the consummation of a business combination with an operating company.

If the scheme works as intended, SPACs can generate above-market returns for investors by expeditiously moving an undervalued private company onto a major stock exchange. Shareholders get to participate in a reverse-merger IPO with tremendous upside potential and management is rewarded with a substantial ownership stake in the new entity.

Alternatively, if management fails to identify an acceptable acquisition candidate, usually within 24 months of the IPO, the entity must be liquidated and all of the cash held in trust is distributed back to shareholders. Since insiders do not participate in the liquidation distribution, management receives nothing.

As private companies find it harder to access capital from frozen credit markets, tapping into the equity marketplace through this reverse IPO process can be very appealing. However, depressed stock market valuations have squashed many of the incentives for a private company to "go public" any time soon.

During 2008, 21 SPACs were forced to liquidate because they ran out of time to complete a transaction. For the SPACs that found deals, the market was unforgiving, punishing shareholders an average of 60% from their IPO debut.

All of this doom and gloom is creating a steep discount between the stock price and the cash value at 47 SPACs with a combined $10.3 billion in acquisition capital. In 2009, 34 of these companies must find suitable acquisition candidates or face liquidation.

This has captured the attention of activist investors, who see an opportunity to generate high returns by forcing these companies to liquidate sooner rather than later.

One activist investor, Phillip Goldstein, who made his name busting open closed-end funds trading at a discount to their net asset value, raised a reported $100 million for a SPAC-only activist fund. Other activists are following his lead.

Well-informed investors recognize that every SPAC is trading at a discount to its cash value and, if liquidated, will generate a return on investment proportional to the discount.

If management proposes a deal before the liquidation date, a shareholder has two excellent options. If the transaction is clearly remarkable, the investor can approve the transaction by voting in favor of it. If not, he or she can vote against the transaction and redeem ownership for a pro rata share of the trust account. Either way, there is a high probability the discount-to-trust will close.

However, if 20% to 40% of the shareholders vote against the transaction and request their money back (this threshold depends on the company's bylaws), the deal is scuttled and the SPAC will likely liquidate within a couple months.

Activist investors have identified this as a chance to boost returns. Better than anyone, they know how to turn a company's governance rules, like supermajority vote approval for transactions, to their advantage. By gaining control of enough shares to block any acquisition and demanding early termination, activists leave management with very few options or than liquidating.

In a recent example, Goldstein picked up an 18.5% stake in TM Entertainment and demanded that it liquidate immediately. He needs support from just another 11.5% of shareholders to block a transaction, and he says there is virtually no chance that TMI can complete a business combination by Oct. 17, 2009, when a forced liquidation must occur. In an effort to hurry things along, Goldstein is trying to gain control of the board to prematurely liquidate the trust.

If liquidation takes place or a deal is successfully blocked by shareholders, TM's management must forfeit approximately $2.5 million of their personally invested capital in the SPAC along with the 20% ownership stake that they would obtain in the post-acquisition company. As a result, management is pleading with shareholders to vote against Goldstein's takeover attempt.

The magnitude of the losses to management might predict a fierce and costly fight. However, unlike operating corporations, SPACs can't fight back using corporate money.

According to their bylaws, SPACs' funds are limited to working capital, taxes and moderate salaries. Legal and proxy battles, therefore, must be paid out of pocket by management, creating an equal playing field with someone like Goldstein who has long opposed the use of shareholder money to fight dissidents like him.

It's hard to say which SPACs might be raided. All SPACs seeking acquisitions have significant exposure and limited firepower. For investors, even without an activist forcing liquidation, the value appreciation opportunity seems solid. But in 2009, we'll likely see many of these companies under considerable pressure to return their cash to investors sooner rather than later.

Special Purpose Acquisition Companies (SPACs)

(Source: Morgan Joseph SPAC Update)



Liquidation Date

Discount to Trust

Activist(s) in Shareholder Base

Alternative Asset Mgt.















Global Brands





Golden Pond Healthcare










MBF Healthcare





Media & Entertainment





NRDC Acquisition















Santa Monica Media





Sapphire Industrials





SP Acquisition





TM Entertainment





Trian Acquisition I










United Refining Energy










Monday, January 19, 2009

Greenlight Capital's Investments in Europe

Revised since originally posted.

Activist investor David Einhorn talks with The Financial Times in July 2008 about his distressed debt investment strategy in Europe.

Click here to view the video.

Seperately, and more recently, Einhorn has disclosed he has raised his stake in Punch Taverns PLC (PUB), a UK-based pub management company, to over 8% again. Last year, his hedge fund, Greenlight Capital, owned about 12% of the Company before reducing their position to 7.4% just before the New Year.

PUB currently sells at 38.5p, which is down from 750p one year ago, representing a loss of 93% in value. Greenlight's cost basis is around 200p.

This is not Einhorn's first investment in Europe and will not be his last. In March, Greenlight opened an office in London to explore investment opportunites throughout Europe. In August, Einhorn began his first activist campaign by opposing a highly dilutive EUR 3.7bn rights issue at Natixis, a French investment bank. Ultimately Einhorn was unable to block the transaction. Natixis is currently down 83% on a 52-month basis.

Posted by Marko Grassmann in Europe.

Thursday, January 15, 2009

Icahn Sues Steel for Fraud

ACF Industries, a Company affiliated with Carl Icahn, is suing Steel Partners for fraud.

According to a Reuters article, ACF - which had invested $15M in 2005 with Steel Partners, filed a lawsuit against Steel for trying to restrict investors' ability to pull their money out and for not giving proper notice of their plans to convert the hedge fund into a publicly-traded holding Company. (See our Jan 12 Blog post)

Bank of America, acting as master trustee for ACF Industries' employee benefits plan, charged that Steel Partners and its manager, Warren Lichtenstein, "pulled off a classic 'bait and switch' by stripping investors of what they had purchased and replacing it with something entirely different."

Monday, January 12, 2009

Activists Could Shake Up Tier Technologies

Published in

By Damien Park, President & CEO Hedge Fund Solutions
1/12/2009 12:59 PM EST

The past few years have been difficult for the board of directors at Tier Technologies (TIER) . In 2004, the company had a dispute with its audit firm over its internal control procedures for financial reporting, and as a result, it switched to a new independent financial examiner. Less than a year later, Tier disclosed that it was restating the prior three years' financials.

Much has transpired at Tier since then. After being de-listed from Nasdaq, the stock plunged, and the board installed a "poison pill" shareholder rights plan to help ward off any unwanted takeover attempts. During the same period, the SEC launched a formal investigation into the accounting irregularities, and the company spent millions on legal advisers and independent investigators to determine the scope and implications of the questionable accounting methods.

For the board of directors and for the new management team brought in to clean up the mess, these are very difficult times. I know, because eight years ago I was part of a turnaround management team brought into a business after the board had removed the previous CEO for financial shenanigans. We faced many of the same complexities Tier has, and it took us two years to stabilize the business, restructure the entire management team, recruit new directors and restate financials.

Managing a business through this sort of chaos is extremely difficult; every aspect of the business is vulnerable. Customers shift to competitors, shareholders sue for misrepresentation, banks call outstanding debt obligations and restructure loan covenants, suppliers question the long-term viability of the business, and almost every employee begins looking for a more stable place to work. Through all this, the board and management have to stay centered on developing new strategies for growth, recruiting high-performing managers, improving operating efficiencies and cultivating a shareholder base that believes in the rejuvenated business and what it can achieve.

As if all of this weren't enough to contend with, Tier's board is now faced with two activist investors who together own close to 20% of the outstanding stock. The activists demand board representation and insist that shareholders would realize more value if the company were sold today.

Last December, Discovery Equity Partners, a 9.9% shareholder, sent a letter to the company nominating two individuals to the eight-person board. In the letter, Discovery argued that the company's unusually large cash balance of $90 million, or about $4.50 per share, is an inefficient use of capital and reflective of the board's poor judgment.

Discovery claims that, considering that the company has a market capitalization of just above $100 million, Wall Street has ascribed very little value to the fact that Tier's main operating business generates over $11 million in EBITDA before corporate overhead expenses are allocated. Discovery says that for that reason, its board nominees, if elected, "intend to help Tier expeditiously reduce excessive overhead, determine the appropriate amount of capital to return to shareholders, eliminate unnecessary corporate defenses, and proactively evaluate all strategic alternatives to unlock value."

Last week, Parthenon Investors II, another activist investor pressing for Tier to be sold, announced that it will attempt to replace two additional directors by appearing at the annual meeting in person and nominating their candidates for election from the floor. Since Parthenon was given one seat on the board in March 2007, a success this year would increase its representation to three members.

In my circumstance, after cleaning up the beleaguered enterprise, we too faced a hostile battle for control from two activist investors who believed the value of the business was worth more broken up than as a whole. Ultimately, we were no match for the seasoned insurgents who had done this numerous times before. We lost the battle, the company was quickly put up for sale, and I left to begin advising boards of directors on how to proactively manage dissident shareholders.

Winning this proxy battle will not be any easier for Tier. The most important analysis of any proxy campaign is the shareholder vote projection. Understanding who shareholders may vote for will determine whether or not it's worth fighting. In Tier's case, it may be difficult to get a clear read on this.

According to Tier's bylaws, shareholders have cumulative voting rights in director elections. This means that shareholders have the right to pool their votes to elect one or more directors rather than apply their votes to the election of all directors.

For example, Tier has eight directors up for election this year. In statutory voting, a shareholder with 100 shares casts 100 votes for each opening (100 x 8 = 800 votes). Under the cumulative voting method, however, the shareholder may choose to vote all 800 shares for one candidate, 400 votes each to two candidates, or otherwise divide the votes however preferred. As a result, it is quite possible that Discovery can obtain two board seats and Parthenon can obtain two additional board seats by directing their votes to the election of their respective candidates. If successful, the dissidents would control five of the eight board seats.

The challenge for shareholders is to decide who is best qualified to generate the greatest value for them. Discovery says plenty of buyers are ready and waiting to pay a premium for the business and that it intends to examine each of those options as soon as possible. Management, on the other hand, says it examined these very strategic alternatives a while ago and determined that shareholders will be better off realizing the longer-term benefits from what is now a substantially complete restructuring.

In any event, stockholders of record as of Jan. 16 will get their chance to weigh in at the shareholder meeting scheduled for March 11, 2009.

Elsewhere, other proxy fights are heating up. Activist hedge-fund investors were very busy at the end of 2008 despite lackluster returns and across-the-board redemptions within the industry.

In early December, Sandell Asset Management sent a letter to Southern Union (SUG) announcing its intention to run a proxy contest in order to obtain four seats on the 10-person board. Like the dissident shareholders at Tier, Sandell believes the best course of action for Southern Union shareholders is an immediate sale of the company.

Currently, Joseph Stilwell is attempting to gain board representation at Kingsway Financial Services (KFS) in an attempt to influence the board to sell its non-core businesses and use the excess capital to retire debt.

Hedge fund Southeastern Asset Management was recently offered board representation at Sun Microsystems (JAVA) after announcing its desire to work with management to improve value. Elsewhere, Southeastern changed its filing status with the SEC from passive to active for its investment in Texas Industries (TXI) , where another activist investor, Shamrock Capital, has been rapidly increasing its ownership.

Looking forward, activist demands for improving share performance will likely increase in 2009. One company worth keeping an eye on is Dr Pepper Snapple Group (DPS) . Nelson Peltz, one of the more recognizable names in activist investing, recently disclosed a 7% ownership interest in DPS and announced his belief that the company is undervalued because Wall Street views the business as a bottling company and not a branded beverage company that owns a number of great brands, including 7Up, A&W, Canada Dry, Dr Pepper, Nantucket Nectars, Snapple and Yoo-hoo.

Considering Peltz's recent fight record (two wins, with HJ Heinz (HNZ) and Wendy's (WEN) , and no losses), it's highly probable we'll see something more develop here very soon.

At the time of publication, Park had no positions in stocks mentioned.

Please note that due to factors including low market capitalization and/or insufficient public float, we consider Tier Technologies to be a small-cap stock. You should be aware that such stocks are subject to more risk than stocks of larger companies, including greater volatility, lower liquidity and less publicly available information, and that postings such as this one can have an effect on their stock prices.

Steel Partners Will Go Public to Avoid Additional Redemptions

Hedge fund plan splits opinion

By Steve Johnson

Published: January 12 2009 02:00 | Last updated: January 12 2009 02:00

Hedge fund investors are deeply divided on radical plans by Steel Partners, the activist hedge fund group run by Warren Lichtenstein, to convert its flagship fund into a listed industrial holding company, as revealed in the Financial Times on Saturday.

The New York-based group plans to transform its $1.2bn ($792m, €892m) Steel Partners II fund into a holding company spanning energy, aerospace, insurance and banking, likely to be listed on either Nasdaq or the New York stock exchange in the second quarter of 2009.

Steel Partners took the controversial step after facing an unprecedented wave of redemption requests; as of October it had received withdrawal notices for 38 per cent of the fund's assets.

"This is groundbreaking. It is definitely the most creative and radical solution we have come across," said Mike Vogel, partner at Elcot, a London-based family office with a "substantial" investment in the fund.

However, Gary Vaughan-Smith, partner at SilverStreet Capital, a fund of hedge funds that did not invest in Steel Partners, said: "This is good for the manager and bad for investors." Other hedge funds have reacted to large-scale redemption requests by imposing restrictions such as "gates", which limit the amount that can be withdrawn each month, or the creation of "sidepockets", new vehicles into which hard-to-sell assets are placed.

Steel Partners' solution trumps these options by effectively trapping capital within the fund, aside from a share buyback of up to $200m, or 17 per cent of its assets, upon listing.

Investors will only be able to sell shares in the market - possibly at a steep discount to net asset value - preventing capital from leaving the fund.

Steel Partners said in its letter to investors that it would be "impossible, inequitable and unfair [to remaining investors]" to accede to the redemption requests, given the fund has large, often controlling, stakes in its portfolio companies, rendering it "difficult, and in some instances impossible, to sell assets and businesses quickly".

As of September, just four holdings accounted for 50 per cent of the fund's assets, with eight positions accounting for 80 per cent of its assets.

"We believe this is by far and away the best and fairest solution for all investors. This transaction will give all investors the potential to buy/sell units in the public market at any time," said Steel Partners.

Mr Vogel argued: "It does, to us, look a pretty fair balance in terms of remaining investors and those who were looking to redeem; they will be able to go into a vehicle that has much enhanced liquidity. [Steel Partners] has recognised that this is a transformational change in terms of what is going on in the market and concentrated on what works in terms of getting value out."

But with the average single manager hedge fund listed on the London stock exchange, the major centre for such vehicles, currently trading on a discount of 23 per cent to NAV, Mr Vaughan-Smith said: "If the client wants to exit then a proper plan should be put in place to return the client's cash over time, rather than forcing them into structures which make them take an immediate hit."

One industry consultant feared the move, if replicated, could make it harder for the hedge fund industry to raise assets in future.

However some industry figures doubted the holding company concept would become commonplace, arguing that more short-term "trading" funds could fall foul of tax and regulatory issues in many jurisdictions.

After posting compound annual gross returns of 22 per cent a year from inception in 1990 to 2007, Steel Partners II fell 39 per cent last year, according to figures seen by the FT.

Saturday, January 10, 2009

NY City Bar to discuss activist shareholders

Counseling The Board of Directors in the Age of Activist Shareholders

Program Outline:

At this program, a panel of experts will discuss various issues and legal considerations that should be considered when counseling the Board of Directors of a public corporation, with particular attention given to how a Board should respond to demands for changes made by an activist shareholder. Panel discussions will provide an overview of the goals of activist investing and the tools employed by activists to accomplish them, as well as the latest strategies and defensive mechanisms used by public corporations to facilitate their interactions with activist investors. The program will also consider the duties and responsibilities of the Board when confronted with an activist investor and provide suggestions on how independent directors can do their job most effectively. Finally, an overview will be provided of the 2008/2009 proxy season.

Program Chair:

Jared Landaw

Senior Managing Director and General Counsel, Barington Capital Group, L.P.

Keynote Speakers:

Roel Campos

Former Commisioner of the SEC, Cooley Godward Kronish LLP

Martin Lipton

Wachtell, Lipton, Rosen & Katz


William D. Anderson, Jr.

Managing Director, Goldman, Sachs & Co.

Stephen L. Brown

Director, Corporate Governance


Professor Charles M. Elson

Edgar S. Woolard, Jr., Chair & Director

John L. Weinberg Center for Corporate Governance

University of Delaware

Bruce H. Goldfarb

President & CEO, Okapi Partners

Phillip Goldstein

Principal and Co-Founder, Bulldog Investors

Keith E. Gottfried

Blank Rome LLP

David A. Katz

Wachtell, Lipton, Rosen & Katz

Roy J. Katzovicz

Chief Legal Officer, Pershing Square Capital Management

Michael J. Maimone

Greenberg Traurig LLP

Brian L. Schorr

Chief Legal Officer, Trian Fund Management LP

Steven A. Seiden

President, Seiden Krieger Associates

Daniel S. Sternberg

Cleary Gottlieb Steen & Hamilton LLP

Leo E. Strine, Jr

Vice Chancellor, Delaware Court of Chancery

Raymond S. Troubh

Director of Various Public Companies

Marc Weingarten

Schulte Roth & Zabel LLP

Christopher L. Young, JD, CFA

Director of M&A Research, RiskMetrics Group

When and Where:

On Tuesday, February 3, 2009 / 8:30a.m. to 12:45 p.m.

New York City Bar

42 West 44th Street, New York, NY 10036

Additional Information:

Call 212.382.6663

Register online

Thursday, January 8, 2009

Ron Burkle On A Buying Spree

Last week Ron Burkle, through his investment vehicle Yucaipa Companies, disclosed an 8.3% "active" ownership stake in Barnes & Noble, Inc. (BKS) and announced his belief that the shares are undervalued. His average cost is $14.68/share. We estimate 20% of BKS shares are held by activist investors; 25% is held by the Chairman/Founder.

Today Burkle announced he's spent about $100M to acquire a 7.0% stake in Whole Foods Market Inc. (WFMI) since November 24th at an average cost of $10.04/share.

Position: None

Activist Pressing Ahead At SUG Despite Redemptions

Activist investor Sandell Asset Management is forging ahead with their proxy contest to replace four directors at Southern Union Corp. (SUG) despite redemptions that have reduced their ownership stake in the Company.

On January 2nd Sandell distributed 1.3% of their ownership in SUG to their investors (who now control those votes). Sandell now owns 8.6% of the stock at an average cost of $29.07/share. SUG closed yesterday at $13.47.

On December 5th Sandell sent a letter to SUG announcing their intention to run a proxy contest in order to obtain four seats on the ten member board. Sandell believes the best course of action for SUG shareholders is an immediate sale of the Company.

Position: None

Tuesday, January 6, 2009

SRZ Issues a Client Alert on Selectica Activating their Poison Pill

Marc Weingarten (pictured here) and Nicholas Tomasetti from Schulte Roth & Zabel authored a Client Alert regarding Selectica's (SLTC) implementation of their posion pill.

In the Alert, the authors stated, "This represents a rare instance of a poison pill being triggered. Selectica's amended triggering threshold of 4.99% is extraordinarily low, with the norm generally being at a 15% or 20% level, and was adopted only after an activist investor surfaced. Whether the court accepts Selectica's purported justification for the low threshold of protecting NOLs will be a significant development, as other companies would be encouraged to find a basis to lower their pill thresholds as well."

Click here to view SRZ's full publication.

December's Activist Investments - 68 Companies Targeted

Below is a summary list of investments made by shareholder activists during December. This information was extracted from Hedge Fund Solutions' Catalyst Equity Research Report (TM), a free in-depth weekly research on activist investments.

Subscribe to the free report here.

Ticker Company Name Activist Investor
ACLS Axcelis Technologies Inc Sterling Capital
AEPI AEP Industries KSA Capital
ARS Arris Group Shamrock Activist Value fund
ATML Atmel Corp. Microchip Technology
AVGN Avigen Inc Biotechnology Value Fund
BCSB BCSB Bancorp Financial Edge Fund
BIOD Biodel Inc Moab Partners
CAMD California Micro Devices Corp Dialectic Capital Management
CKEC Carmike Cinemas Mark Cuban
CPWM Cost Plus Stephens Investment Management
CXX CombinatoRX, Incorporated Biotechnology Value Fund
CTO Consolidated Tomoka Land Co Wintergreen Advisers
DANKY Danka Business Systems PLC DCML LLC
DDS Dillard's Inc. Barington Capital; Clinton Group
DIN DineEquity Inc Southeastern Asset Management
DPS Dr Pepper Snapple Group Trian Fund
DUSA DUSA Pharmaceuticals SRB Management
DVD Dover Motorsports GAMCO
ESIO Electro Scientific Industries Nieremberg Investment Management
FIC Fair Isaac Corp Sandell Asset Management
FSFG First Savings Financial Group Joseph Stilwell
GGP General Growth Properties Pershing Square Capital
GLOB.OB Global Med Technologies Victory Park Capital
HIFN Hifn, Inc Adaptec, Inc
ICGN ICAgen, Inc Xmark Opportuntiy Partners
INFS InFocus Corp Nery Capital Partners
ITP Intertape Polymer Group KSA Capital Management
JAVA Sun Microsystems Southeastern Asset Management
JTX Jackson Hewitt Tax Service Shamrock
KANA.OB Kana Software KVO Capital Management
KFS Kingsway Financial Services Joseph Stilwell
KONA Kona Grill Mill Road Capital
LAQ The Latin America Equity Fund City of London Investment Management Co
LCAV LCA-Vision Inc. Stephen Joffe
MAG Magnetek Inc Riley Investment Management
MATH.PK Mathstar, Inc Salvatore Muoio; Zannet Opportunity Fund
MGAM Multimedia Games Dolphin Limited Partnership
MGLN Magellan Health Services Shamrock
MOVE Move Inc. Nierenberg Investmetn Management
MVCO Meadow Valley Corp Carpe Diem Capital
NDD Neuberger Berman Dividend Advantage Fund Western Investment
NTMD Nitromed Inc Deerfield Capital
OFIX Orthofix International Ramius Capital;
OPTV OpenTV Corp. Discovery Equity Partners
ORNG Orange 21 Costa Brava Partnership
PHMD PhotoMedex, Inc. James Sight
PIF Insured Municipal Income Fund Bulldog Investors
PPCO PenWest Pharmaceuticals Perceptive Advisors
PRXI Premier Exhibitions, Inc Sellers Capital
RDC Rowan Companies Steel Partners
RHIE RHI Entertainment Baupost Group
RIVR River Valley Bancorp Davee Thomas
SLRY Cannell Capital
SLTC Selectica, Inc Versata
SUG Southern Union Co Sandell Asset Management
SUTM.OB Sun-Times Media Group Inc. K Capital
TIER Tier Technologies Inc Discovery Equity Partners
TLGD Tollgrade Communications Inc Bradford Capital
TMI TM Entertainment & Media Bulldog Investors
TRGL Toreador Resources Nanes Delorme Partners
TRMA Trico Marine Kistefos AS
TXCC TranSwitch Corp Brener International Group
TXI Texas Industries Southeastern Asset Management
WBSN Websense Inc Shamrock
WEDC White Electronic Designs Corp Wynnefield Capital
WOC Wilshire Enterprises Bulldog Investors
WRLS Telular Corp Simcoe Partners