Kelly Cardwell‘s Central Square Managemet has revealed entering into a settlement agreement with PICO Holdings Inc (NASDAQ:PICO). According to a filing with the US Securities and Exchange Commission, PICO has agreed to increase the size of its board to nine members from seven and to appoint Andrew F. Cates as a Class III director and Daniel B. Silvers as a Class I director. The terms of both directors are set to expire at PICO’s 2017 and 2018 annual meetings of shareholders, respectively. In addition, Pico will reduce the Board’s Class II membership by one and will appoint Mr. Cates as a member to its Audit Committee, Corporate Governance and Nominating Committee, while Mr. Silvers will be appointed as a member of the Compensation Committee and Nominating Committee, among other provisions. On the other had, Central Square has agreed to certain standstill provisions, which will limit and/or prohibit the investor from taking certain actions.
The filing also showed that Central Square owns around 1.41 million shares of PICO Holdings Inc (NASDAQ:PICO), which is equal to 6.1% of the company’s outstanding stock. The position is slightly higher than the 1.29 million shares the fund reported in an earlier filing. In February, Central Square delivered a letter to PICO’s board, in which it expressed its disappointment with the Board’s replacement of two resigned directors “without even attempting to engage in meaningful dialogue” with Central Square (see filing here).
Among the funds we track, a total of 10 investors reported long positions in PICO Holdings Inc (NASDAQ:PICO) as of the end of 2015. Aside from Central Square, among them, the largest positions are held by Chuck Royce’s Royce & Associates, Jim Simons’ Renaissance Technologies and Jeffrey Bronchick’s Cove Street Capital.
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 |
|---|---|---|---|---|---|---|
| CENTRAL SQUARE CAPITAL | 0 | 972,642 | 0 | 972,642 | 972,642 | 4.2% |
| CENTRAL SQUARE CAPITAL MASTER | 434,856 | 434,856 | 434,856 | 1.9% | ||
| CENTRAL SQUARE GP | 972,642 | 972,642 | 972 | 4.2% | ||
| CENTRAL SQUARE GP II | 434,856 | 434,856 | 434,856 | 1.9% | ||
| CENTRAL SQUARE MANAGEMENT | 1,407,498 | 1,407,498 | 1,407,498 | 6.1% | ||
| KELLY CARDWELL | 1,407,498 | 1,407,498 | 1,407,498 | 6.1% |
Follow Kelly Cardwell's Central Square Management
Page 1 of 13 – SEC Filing
(Name, Address and Telephone Number of Person