Two investors have relaunched a company whose board they won control of last year as an activist investment vehicle with a little help from Starboard Value.
Acacia Research plans to raise up to $500 million from Starboard and other investors by issuing preferred stock and notes to make “strategic investments and acquisitions,” it said in a statement Monday.
Starboard, which has appointed its managing director, Jonathan Sagal, to the board of Acacia as part of the deal, will buy 350,000 shares of convertible preferred stock and warrants to purchase five million shares of common stock, and may purchase up to $365 million in senior notes that will expire in 2027. It will work with Acacia to “identify and execute on” investments.
“We have a shared vision for how Acacia can deploy capital in innovative ways to create value for all shareholders,” Starboard CEO Jeff Smith said in prepared remarks. “We believe the Acacia platform is a solid base of assets from which to build.”
Activists Al Tobia and Clifford Press were elected as directors of Acacia in the summer of 2018, following which the remaining incumbent directors promptly resigned. Previously, the company’s strategy was to purchase and license patents.
The board will have seven members, following Sagal’s appointment and Starboard will have the right to name further directors.
“We believe that our strategic alliance with Starboard will allow us to pursue opportunities of greater scale and flexibility,” Acacia CEO Press said in the statement. “Starboard is an ideal partner for us given their strong investment track record and deep focus on operational, strategic and governance oriented investing.”
“We are very pleased that we will be able to give stockholders the option to participate in the Starboard Notes and Series B Warrants on substantially the same terms as Starboard,” he added.
Shares in Acacia rose 6.8% on the news Monday but are down more than one-third since the activists’ campaign began in March 2018, according to Activist Insight Online. Acacia has a market capitalization of $157 million.