CATALYST EQUITY RESEARCH REPORT...52 wk. range 4.31 –9.39 Negative Esterline Technologies (ESL) Activist Investor: First Pacific Advisors Investor Info Catalyst Info Shares 3,690,744

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS

Week Ending September 30, 2016

SYMBOL COMPANY INVESTOR

CAB Cabela’s Elliott Associates

CDI CDI Corp Brad Radoff/Josh Schechter

ESL Esterline Technologies First Pacific Advisors

FARM Farm Brothers Co Carol Farmer (Save Farmer Bros.)

FAV First Trust Dividend & Income Bulldog Investors

FDML Federal-Mogul Holdings Carl Icahn

FSTR LB Foster Co Legion Partners

ICON Iconix Brand Group Huber Capital

IDSY ID Systems Inc Emancipation Capital

KMM Deutsche Multi-Market Income Western Investment

KST Deutsche Strategic Income Western Investment

MENT Mentor Graphics Elliott Associates

MWW Monster Worldwide, Inc. MediaNews Group

NYRT New York REIT, Inc. WW Investors

PSG Performance Sports Group Brookfield Asset Management

QTM Quantum Corp VIEX Capital

SDOI Special Diversified Oppt. Standard General

SEAS SeaWorld Entertainment Tavistock/Greg Taxin

SPRS Surge Components Tofias; Rexroad

WMB Williams Companies Corvex Capital

HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and

investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous

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Cabela’s Incorporated (CAB)

Activist Investor: Elliott Associates

Investor Info Catalyst Info

Shares ~7,694,386 Catalyst: Cabela's announced a sale to Bass Pro Shops for $4.5B

Comment: We initially covered CAB on October 27, 2015 when Elliott disclosed an 11.1% "active" stake through stock

and options. Elliot announced plans to engage in a constructive dialogue with the Board of Directors

regarding opportunities to maximize shareholder value through various strategic alternatives including, but not

limited to: strategic transactions including a sale of the Company, asset monetization, capital allocation and

capital structure optimization, and operational and management initiatives.

Legal counsel to Elliott Associates

% Outstanding 11.1%

Cost Basis Not Avail

Company Info

Share Price 63.22

Revenue 4.1B

Market Cap 4.3B

Enterprise Value 8.9B

Net Cash -4.1B

EBITDA 486M

52 wk. range 33.03 – 63.24

EV/EBITDA 18.5

CDI Corp. (CDI)

Activist Investor: Radoff/Schechter


Shares 1,113,890 Catalyst: On September 28, 2016 Radoff/Schechter disclosed a 6% ownership stake and announced they have been

communicating with the board about corporate governance and strategy.

Legal counsel to Radoff/Schechter

% Outstanding 6.0%

Cost Basis 5.47

Company Info

Share Price 5.54

Revenue 941M

Market Cap 103M

Enterprise Value 132M

Net Cash -20M

EBITDA -2M

52 wk. range 4.31 – 9.39

EV/EBITDA Negative

Esterline Technologies (ESL)

Activist Investor: First Pacific Advisors


Shares 3,690,744 Catalyst: First Pacific Advisors agreed not to acquire additional shares of ESL until October 12, 2016 and will continue

discussions regarding certain governance matters

https://www.sec.gov/Archives/edgar/data/33619/000119312516723631/d268121dex991.htm

Comment: We initially covered ESL on May 25, 2012 when Relational Investors disclosed a 6.6% "active" stake and

stated operational improvements may improve value but will fall short of the value of a sale

On December 12, 2012 ESL increased its board size from 9 to 11 and added 2 reps from Relational (Relational

no longer owns ESL)

On June 27, 2016 First Pacific Advisors changed its filing status from "passive" to "active" with a 12.6%

ownership position and announced it has been in conversations with the board and management regarding

board composition, business operations and strategic alternatives to promote long-term value.

% Outstanding 12.6%


Company Info

Share Price 75.44

Revenue 1.9B

Market Cap 2.2B


Net Cash -637M

EBITDA 232M

52 wk. range 45.12 – 96.44

EV/EBITDA 12.3




Farmer Brothers Co. (FARM)

Activist Investor: Carol Farmer (Save Farmer Bros.)


Shares 3,832,964 Catalyst: On September 29, 2016 "Save Farmer Bros." issued a presentation seeking support for its three nominees

https://www.sec.gov/Archives/edgar/data/34563/000092189516005786/ex1todfan14a10901002_092916.pdf

Comment: We initially covered FARM on August 29, 2016 when Carol Farmer sent a letter to the board expressing deep

concern about the company's CEO, the board's refusal to have a dialogue, management poor track record of

value creation, management's poor operating performance, management's poor capital allocation decisions,

and the board's numerous corporate governance shortfalls.

https://www.sec.gov/Archives/edgar/data/34563/000119380516003861/e615356_99-1.htm

On September 8, 2016 Carol Farmer nominated three individuals for election to the board.

Legal counsel to Carol Farmer

% Outstanding 23.0%


Company Info

Share Price 36.15

Revenue 543M

Market Cap 598M


Net Cash 44M

EBITDA 37M

52 wk. range 24.04 – 36.96

EV/EBITDA 14.9

First Trust Dividend & Income Fund (FAV)

Activist Investor: Bulldog Investors


Shares 1,898,751 Catalyst: Bulldog increased its ownership in FAV to 26.03%

Comment: We initially covered FAV on June 2, 2014 when Sims Capital Management disclosed a 5% “active” stake in

FAV and sent a letter outlining its key issues relating to (i) tax losses, (ii) Corporate Governance, (iii) NAV

discount, and its (iv) Unacceptable status quo.

On Sept 25 Bulldog disclosed a 7.78% "active" stake in FAV

On October 6 Bulldog increased its ownership to 8.81%

On December 16, 2015 Bulldog increased its ownership from 8.81% to 10.66%

On January 19, 2016 Bulldog nominated two people to the board and announced plans to submit a shareholder

proposal supporting the adoption of a plan for shareholders to realize net asset value.

On January 28, 2016 Bulldog increased its ownership to 13.34%

On February 4, 2016 Bulldog increased its ownership to 14.52%



On March 3, 2016 Bulldog increased its ownership to 18.08%

On March 21, 2016 FAV entered into a settlement with Bulldog and announced a merger into First Trust High

Income ETF (Nasdaq: FTHI), an actively managed exchange-traded fund.

https://finance.yahoo.com/news/first-trust-dividend-income-fund-211500006.html

On April 21, 2016 Bulldog disclosed it had increased its ownership from 18.8% to 19.91% since entering into a

settlement with FAV. As part of the settlement, FAV agreed to merge with FTHI

On September 22, 2016 Bulldog increased its ownership from 19.91% to 24.76% since entering into a

settlement with FAV which included the company agreeing to merge with FTHI

% Outstanding 26.03%


Company Info

Share Price 9.11

Revenue N/A

Market Cap 74M

Enterprise Value N/A

Net Cash N/A

EBITDA N/A

52 wk. range 7.19 – 9.29

EV/EBITDA N/A


https://www.sec.gov/Archives/edgar/data/34563/000119380516003861/e615356_99-1.htm

https://finance.yahoo.com/news/first-trust-dividend-income-fund-211500006.html



Federal-Mogul Holdings (FDML)

Activist Investor: Carl Icahn


Shares 138,590,141 Catalyst: On September 26, 2016 Icahn launched a tender offer to acquire FDML for $9.25/share

https://www.sec.gov/Archives/edgar/data/921669/000119312516719110/d436998dex99a1i.htm

Comment: We initially covered FDML on January 29, 2016 when Icahn sent a letter offering to buy the shares he does not

own for $7/share in cash.

http://www.sec.gov/Archives/edgar/data/921669/000092846416000149/fdmlsch13damd10022916ex1.htm

On June 17, 2016 Icahn increased its offer to acquire FDML to $8/share in cash

https://www.sec.gov/Archives/edgar/data/921669/000092846416000195/fdmlexhibit1.htm

% Outstanding 82.0%


Company Info

Share Price 9.60

Revenue 7.4B

Market Cap 1.6B


Net Cash -2.7B

EBITDA 625M

52 wk. range 3.81 – 10.00

EV/EBITDA 7.1

LB Foster Co (FSTR)

Activist Investor: Legion Partners


Shares 1,237,105 Catalyst: Legion increased its ownership from 9.6% to 11.91% since entering into a settlement agreement with FSTR on

Feb 16, 2016

Comment: We initially covered FSTR on December 24, 2015 when Legion disclosed a 9% "active" stake

On February 16, 2016 FSTR entered into an agreement with Legion to add one new board member. The board

will expand by one member until the annual meeting and then reduce in size again by one member to a total of

nine directors.

http://www.sec.gov/Archives/edgar/data/352825/000141588916004806/ex991-sc13da1_feb122015.htm

Legal counsel to Legion Partners


Cost Basis 13.18

Company Info

Share Price 12.32

Revenue 577M

Market Cap 128M


Net Cash -138M

EBITDA 41M

52 wk. range 8.80 – 20.77

EV/EBITDA 6.4

Iconix Brand Group (ICON)

Activist Investor: Huber Capital


Shares 6,991,079 Catalyst: On September 28, 2016 ICON entered into a settlement with Huber to nominate one new director.

https://www.sec.gov/Archives/edgar/data/857737/000114420416125789/v449586_ex99-2.htm

Comment: We initially covered on August 12, 2016 when Huber increased its ownership from 10% to 11.63%

Huber announced plans to engage with ICON regarding material changes to the composition of the board



Company Info

Share Price 8.35

Revenue 376M

Market Cap 469M


Net Cash -1.2B

EBITDA 165M

52 wk. range 4.67 – 16.88

EV/EBITDA 10.3

https://www.sec.gov/Archives/edgar/data/921669/000119312516719110/d436998dex99a1i.htm

http://www.sec.gov/Archives/edgar/data/921669/000092846416000149/fdmlsch13damd10022916ex1.htm

https://www.sec.gov/Archives/edgar/data/921669/000092846416000195/fdmlexhibit1.htm

http://www.sec.gov/Archives/edgar/data/352825/000141588916004806/ex991-sc13da1_feb122015.htm

https://www.sec.gov/Archives/edgar/data/857737/000114420416125789/v449586_ex99-2.htm



ID Systems Inc. (IDSY)

Activist Investor: Emancipation Capital


Shares 1,564,182 Catalyst: On September 27, 2016 Emancipation increased its ownership from 9.7% to 11.3%

Comment: We initially covered IDSY on April 4, 2014 when four incumbent directors announced they will not stand for re-

election. Ken Ehrman, the Company's President and interim CEO, announced plans to reconstitute the board

to set the Company on a new strategic path towards unlocking shareholder value.

On April 17, 2014 Ehrman nominated 5 candidates for election to the board.

On July 28, 2016 Emancipation Capital disclosed a 9.7% "active" stake and announced its belief that

management should focus more on generating positive cash flow.

Legal counsel to Kenneth Ehrman

% Outstanding 11.3%

Cost Basis 5.19

Company Info

Share Price 5.00

Revenue 40M

Market Cap 69M


Net Cash 10M

EBITDA -4M

52 wk. range 3.20 – 5.43

EV/EBITDA Negative

Deutsche Multi-Market Income Trust (KMM)

Activist Investor: Western Investment


Shares 1,291,605 Catalyst: Western submitted a Demand Letter for the board to remedy the corporate governance issues in the company's

bylaws relating to the number of votes required to elect directors.

https://www.sec.gov/Archives/edgar/data/842905/000092189516005770/ex991to13da606290044_092816.pdf

Comment: We initially covered KMM on February 29, 2016 when Western disclosed a 5.7% "active" stake.

On April 19, 2016 Western nominated four candidates for election to the board

On July 11, 2016 Western submitted a demand to inspect KMM's shareholder list

On July 20, 2016 Western submitted a shareholder proposal to declassify the board

https://www.sec.gov/Archives/edgar/data/919708/000092189516005198/ex991to13da306290045_072016.htm

On September 1, 2016 Western posted additional information to its website www.FIXmyFUND.com to be used

to solicit votes for the election of its nominees and other business proposals

On September 8, 2016 Western issued a shareholder presentation seeking support for the election of four new

directors and declassification of the board.

https://www.sec.gov/Archives/edgar/data/919708/000092189516005652/ex1tpdfan14a06290045_090816.pdf

Legal counsel to Western Investment

% Outstanding 5.7%


Company Info

Share Price 8.51

Revenue Not Avail

Market Cap 194M

Enterprise Value Not Avail

Net Cash Not Avail

EBITDA Not Avail

52 wk. range 7.05 – 8.50

EV/EBITDA Not Avail

Continue to Next Page



http://www.fixmyfund.com/




Deutsche Strategic Income Trust (KST)

Activist Investor: Western Investment


Shares 227,432 Catalyst: Western submitted a Demand Letter for the board to remedy the corporate governance issues in the company's

bylaws relating to the number of votes required to elect directors.


Comment: We initially covered KST on February 18, 2016 when Western Investment disclosed a 5.2% "active" stake.

On April 19, 2016 Western nominated four candidates for election to the board

On July 11, 2016 Western submitted a demand to inspect KST's shareholder list

On July 20, 2016 Western submitted a shareholder proposal to declassify the board


On September 1, 2016 Western posted additional information to its website www.FIXmyFUND.com to be used

to solicit votes for the election of its nominees and other business proposals

On September 8, 2016 Western issued a shareholder presentation seeking support for the election of four new

directors and declassification of the board.


Legal counsel to Western Investment

% Outstanding 5.2%

Cost Basis 13.63

Company Info

Share Price 12.00

Revenue Not Avail

Market Cap 53M

Enterprise Value Not Avail

Net Cash Not Avail

EBITDA Not Avail

52 wk. range 9.50 – 11.83

EV/EBITDA Not Avail

Mentor Graphics (MENT)

Activist Investor: Elliott Associates


Shares 8,752,533 Catalyst: Elliott disclosed an 8.1% stake in MENT and says the stock is deeply undervalued. Elliott believes there are

numerous operational opportunities, including enhancing operational efficiency and revenue quality, as well as

strategic opportunities for the company that would improve shareholder value.

Legal counsel to Elliott Associates

% Outstanding 8.1%


Company Info

Share Price 26.05

Revenue 1.1B

Market Cap 2.8B


Net Cash 20M

EBITDA 151M

52 wk. range 16.10 – 28.09

EV/EBITDA 18.6




http://www.fixmyfund.com/




Monster Worldwide Inc. (MWW)

Activist Investor: MediaNews Group


Shares 10,300,000 Catalyst: MediaNews Group launched a consent solicitation to replace MWW’s entire board and its CEO.

https://www.sec.gov/Archives/edgar/data/918944/000090266416008272/p16-1877exhibit3.htm

Comment: We initially covered MWW on August 19, 2016 when MediaNews Group disclosed an 11.6% stake and

announced it opposes Monster's sale to Randstad North America for $3.40/share

https://www.sec.gov/Archives/edgar/data/918944/000090266416007959/p16-1744sc13d.htm

Legal counsel to MediaNews Group

% Outstanding 11.6%

Cost Basis 3.04

Company Info

Share Price 3.57

Revenue 635M

Market Cap 318M


Net Cash -80M

EBITDA 75M

52 wk. range 2.13 – 7.74

EV/EBITDA 5.2

New York REIT, Inc. (NYRT)

Activist Investor: WW Investors


Shares Not Avail Catalyst: On September 26, 2016 WW Investors issued a letter to NYRT's Chairman outlining the breakdown in the

process to resolve their dispute

https://www.sec.gov/Archives/edgar/data/1474464/000092189516005755/dfan14a10982002_09262016.htm

On September 29, 2016 WW Investors issued a press release expressing disappointment in NYRT's failure to

hold Director elections at the upcoming special meeting and announced plans to submit a proposal to manage

NYRT's liquidation process.


Comment: We initially covered NYRT on June 20, 2016 when WW Investors issued a shareholder presentation outlining

the reasons why they intend to vote against the proposed all-stock combination with JBG Properties. WW

Investors also announced plans to nominate a slate of directors to replace the current Board.


On June 27, 2016 WW Investors nominated five candidates for election to the board of NYRT


On June 29, 2016 WW Investors launched a website to support its campaign to elect 5 new directors

www.stockholderdocs.com/wwi-nyrt

On July 26, 2016 WW Investors issued a shareholder presentation seeking support to defeat the merger with

JBG Properties

https://www.sec.gov/Archives/edgar/data/1474464/000092189516005230/ex1dfan14a10982002_07262016.pdf

On August 29, 2016 WW Investors issued a press release demanding that the company give stockholders an

opportunity to approve a liquidation plan and vote on the election of directors to oversee the liquidation

process without delay.


Proxy Solicitor to WW Investors

% Outstanding <1%


Company Info

Share Price 9.08

Revenue 181M

Market Cap 1.6B


Net Cash -762M

EBITDA 67M

52 wk. range 8.79 – 11.90

EV/EBITDA 35.8

https://www.sec.gov/Archives/edgar/data/918944/000090266416008272/p16-1877exhibit3.htm

https://www.sec.gov/Archives/edgar/data/918944/000090266416007959/p16-1744sc13d.htm





http://www.stockholderdocs.com/wwi-nyrt

https://www.sec.gov/Archives/edgar/data/1474464/000092189516005230/ex1dfan14a10982002_07262016.pdf




Performance Sports Group (PSG)

Activist Investor: Brookfield Asset Management


Shares 6,026,860 Catalyst: Brookfield increased its ownership from 11.1% to 13.23%

Comment: We initially covered PSG on June 30, 2014 when Sagard Capital disclosed a 5.4% "active" stake.

Formerly known as Bauer Performance Sports, the Company will begin trading on the NYSE on June 20, 2014

On February 1, 2016 Sagard increased its ownership to 9.2%

On March 10, 2016 Sagard increased its ownership from 9.2% to 13.63%

On March 15, 2016 Sagard increased its ownership from 13.63% to 15.1%

On March 28, 2016 PSG entered into a settlement agreement with Sagard to appoint 1 rep to the board.

On May 6, 2016 Sagard increased its ownership from 15.1% to 16.4% since joining the board

On August 25, 2016 Coliseum Capital disclosed a 9.8% "active" stake in PSG at an avg. 2.60/share

On September 12, 2016 Brookfield disclosed a 10% ownership stake

On September 22, 2016 Brookfield disclosed it had increased its ownership from 10% to 11.1%



Company Info

Share Price 3.99

Revenue 602M

Market Cap 182M


Net Cash -463M

EBITDA 33M

52 wk. range 1.18 – 13.96

EV/EBITDA 19.2




Quantum Corp. (QTM)

Activist Investor: VIEX Capital


Shares 29,531,722 Catalyst: On September 27, 2016 QTM entered into a settlement with VIEX, granting board observer rights to two of

VIEX's nominees. https://www.sec.gov/Archives/edgar/data/709283/000120677416007244/quantum2935539-

ex101.htm

Comment: We initially covered QTM in our November 2, 2014 Catalyst Research Report, highlighting Starboard’s

15.90% (via stock and convertible debt) “active” stake and announced plans to engage with the Company

regarding board representation.

Starboard subsequently increased its “active” ownership stake in QTM from 15.9% to 16.4%

On May 15, 2013 QTM entered into a settlement agreement with Starboard in which it increased the size of the

board from 8 to 9 and added a Starboard rep. QTM also added 1 rep from Private Capital Management (an

8.25% shareholder)

On May 9, 2014 Starboard nominated 6 individuals for election to the QTM board

On July 29,2014 QTM entered into a settlement with Starboard agreeing to give them 4 of 9 board seats.

http://www.sec.gov/Archives/edgar/data/709283/000092189514001630/ex991to13da406297109_072814.htm

On May 6, 2015 Jeff Smith from Starboard resigned from the board. Starboard exercised its replacement

rights and appointed a new representative.


On December 28, 2015 VIEX Capital disclosed a 5.5% "active" stake in QTM

On January 21, 2016 VIEX increased its ownership to 7.8%

On February 2, 2016 VIEX increased its ownership to 9.9%

On April 28, 2016 VIEX sent a letter to QTM announcing plans to nominate director candidates to the board.


On June 2, 2016 VIEX increased its ownership from 9.9% to 11.2%

On June 6, 2016 VIEX nominated five candidates for election to QTM's board

http://www.sec.gov/Archives/edgar/data/709283/000101359416001085/quantumdfan14a-060616.htm

Legal counsel to Starboard Value

% Outstanding 11.0%

Cost Basis 0.70

Company Info

Share Price 0.70

Revenue 481M

Market Cap 189M


Net Cash -100M

EBITDA 0

52 wk. range 0.35 – 1.05

EV/EBITDA Negative


https://www.sec.gov/Archives/edgar/data/709283/000120677416007244/quantum2935539-ex101.htm

https://www.sec.gov/Archives/edgar/data/709283/000120677416007244/quantum2935539-ex101.htm




http://www.sec.gov/Archives/edgar/data/709283/000101359416001085/quantumdfan14a-060616.htm



Special Diversified Opportunities (SDOI)

Activist Investor: Standard General


Shares 7,255,048 Catalyst: On September 27, 2016 Standard General has begun discussions with SDOI regarding possible transactions that

could enhance shareholder value.

% Outstanding 34.5%


Company Info

Share Price 0.96

Revenue N/A

Market Cap 20M

Enterprise Value -3M

Net Cash 23M

EBITDA N/A

52 wk. range 0.89 – 1.00

EV/EBITDA N/A

SeaWorld Entertainment (SEAS)

Activist Investor: Tavistock/Greg Taxin


Shares 4,655,586 Catalyst: Tavistock/Taxin disclosed a 5.2% stake in SEAS % Outstanding 5.2%

Cost Basis 16.65

Company Info

Share Price 14.14

Revenue 1.4B

Market Cap 1.3B


Net Cash -1.6B

EBITDA 292M

52 wk. range 11.77 – 21.85

EV/EBITDA 9.7

Surge Components (SPRS)

Activist Investor: Michael Tofias; Brad Rexroad


Shares 2,238,866 Catalyst: On September 29, 2016 The "Concerned Stockholders" filed a preliminary proxy statement seeking support for

its two nominees.

https://www.sec.gov/Archives/edgar/data/747540/000157104916018528/t1602325_dfan14a.htm

Comment: We initially covered SPRS on March 16, 2016 when Michael Tofias sent a letter to SPRS suggesting the board

seriously consider a sale.

http://www.sec.gov/Archives/edgar/data/747540/000113743916000410/ex1.htm

On June 29, 2016 6/29/2016 Brad Rexroad (6.6%) submitted a shareholder proposal to declassify the board

On August 26, 2016 Tofias/Rexroad formed the "Concerned Stockholders of Surge Components" and

nominated themselves for election to the board.

% Outstanding 22.2%


Company Info

Share Price 1.03

Revenue 29M

Market Cap 11M

Enterprise Value 3.4M

Net Cash 7M

EBITDA 0.6M

52 wk. range 0.65 – 1.11

EV/EBITDA 5.8

https://www.sec.gov/Archives/edgar/data/747540/000157104916018528/t1602325_dfan14a.htm

http://www.sec.gov/Archives/edgar/data/747540/000113743916000410/ex1.htm



Williams Companies (WMB)

Activist Investor: Corvex Capital; Soroban Capital


Shares 59,988,960 Catalyst: Williams issued a press release detailing the next step in its Board refreshment plan, which includes the

immediate appointment of two new directors and two additional directors to be appointed before the November

23, 2016 annual meeting https://finance.yahoo.com/news/williams-details-next-step-board-120000372.html

Comment: We initially covered WMB on December 16 when 12/16 Corvex and Soroban formed a group, disclosed an

8.82% "active" stake in WMB, and announced it may seek to enhance the structure and value of the Company's

investments and assets; evaluating and financing of capital projects; optimizing the capital structure and

dividend policy; improving the operational and financial execution; and the potential for participating in

strategic combinations given the rapid pace of consolidation in the midstream energy industry.

In addition, they have proposed that the Company immediately add Mr. Meister and Mr. Mandelblatt to the

Board.

On January 13, 2014 Corvex and Soroban announced they had increased their "active" stake from 8.82% to

9.86% (in stock and options).

On February 14, 2014 Corvex has retained Moelis & Company to advise on its investment in WMB

On November 19, 2014 Keith Meister from Corvex joined the board of WMB

http://finance.yahoo.com/news/keith-meister-appointed-williams-board-210500770.html

On July 1, 2016 Keith Meister from Corvex and Eric Mandelblatt from Soroban, along with four other board

members, resigned from the board in a show of no-confidence for the CEO


On August 22, 2016 Corvex announced plans to nominate 10 of its employees for election to the board. If voted

in, they will be replaced by independent directors to be identified by Corvex at a later date, but before the

annual meeting.

https://www.sec.gov/Archives/edgar/data/107263/000119312516689444/d219685ddfan14a.htm

WMB added three new directors to the board ahead of an anticipated proxy contest for control of the company.


On September 13, 2016 Corvex issued a letter to the three new directors at WMB urging them to form a

strategic review committee to analyze strategic combinations and examine the stand-alone potential of the

business. https://www.sec.gov/Archives/edgar/data/107263/000101143816000543/form_dfan14a.htm

% Outstanding 9.96%

Cost Basis 36.50

Company Info

Share Price 30.00

Revenue 7.2B

Market Cap 22B

Enterprise Value 47B

Net Cash -25B

EBITDA 3.3B

52 wk. range 10.22 – 48.47

EV/EBITDA 14.11

https://finance.yahoo.com/news/williams-details-next-step-board-120000372.html

http://finance.yahoo.com/news/keith-meister-appointed-williams-board-210500770.html


https://www.sec.gov/Archives/edgar/data/107263/000119312516689444/d219685ddfan14a.htm


https://www.sec.gov/Archives/edgar/data/107263/000101143816000543/form_dfan14a.htm



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any time, the Firm, funds it manages and/or its employees or their family members may have a long or short

position in registered or non-registered securities or in options on any such security of any company mentioned in this report.

The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although

opinions and estimates expressed in this report reflect the current judgment of the Firm, the information

upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services

for companies mentioned in this report and may occasionally possess material, nonpublic information

regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are

not guaranteed in any way.

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PLATINUM SPONSORS – Legal Advisers

Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific

requirements and concerns of the firm’s clients. Olshan is widely recognized as a preeminent law firm in the activist

strategy area, and represents experienced activist investors, funds new to the activist area, as well as other

investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies,

from private negotiations with management to public, high profile proxy contests, including expertly and efficiently

handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers,

with extensive expertise in these matters. Olshan’s highly regarded attorneys provide a full range of legal services

and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing

activist investors today.

Contact:

Steve Wolosky, Partner

Email: [email protected]

Tel: +1 212.451.2333

Schulte Roth & Zabel LLP (SRZ), renowned for its shareholder activism practice, has served as longtime counsel

to influential activists and has been involved in some of the highest-profile campaigns facing the business world in

recent years. With over 375 lawyers in offices in New York, Washington, D.C., and London, SRZ has a long history

of serving private equity and hedge fund clients. In 2014, SRZ expanded its shareholder activism practice into the

United Kingdom, where the firm has had a London office since 2002. Serving both activist-only and occasional

activists, the firm has unparalleled expertise in the applicable corporate laws, securities laws and proxy rules on both

sides of the Atlantic. SRZ lawyers also handle investigations and litigations arising out of activists' activities.

Contact:

Marc Weingarten, Partner and Co-chair of SRZ's global Shareholder Activism Group


Tel: +1 212.756.2280

Eleazer Klein, Partner and Co-chair of SRZ's global Shareholder Activism Group


Tel: +1 212.756.2376






PLATINUM SPONSORS – Proxy Advisors

Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with

sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether

friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other

domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting

services on a wide range of matters, including executive compensation proposals, corporate governance issues and

investor relations.

Innisfree’s reputation derives from our success in complex and/or contested situations. Key to that success is our

ability to track, identify and understand the shifting dynamics of a company’s security-holder base and provide

battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this

refined, analytical based approach enables us to deliver the extraordinary results our clients expect.

Contact:

Arthur Crozier, Co-Chairman


Tel: +1 212.750.5837

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance

consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York

City, Los Angeles, Palo Alto and London.

MacKenzie's services include corporate governance consulting, security holder solicitations, information agent

services for tender and exchange offers, beneficial ownership identification, market surveillance and associated

financial, investor and media relations services. We work in close partnership with our client's attorneys, investment

bankers and other consultants, providing advice and counsel at each stage of the transaction.

Contact:

Lawrence Dennedy, President


Tel: +1 212.929.5239



Documents

CATALYST EQUITY RESEARCH REPORT...52 wk. range 4.31 –9.39 Negative Esterline Technologies (ESL) Activist Investor: First Pacific Advisors Investor Info Catalyst Info Shares 3,690,744