CAS Investment Partners (Clifford Sosin) - FilingSpy
CAS Investment Partners
Clifford Sosin
Clifford A. Sosin is the founder and portfolio manager of CAS Investment Partners, a value-focused firm he launched in October 2012. He began his career at the investment bank Houlihan Lokey Howard & Zukin, which specializes in financial restructuring, but soon moved to the buy side — a shift he has explained by saying he preferred "seeking truth as opposed to seeking an argument" over the advocacy of advisory work. He then worked as an analyst at Silver Point Capital, a hedge fund focused on high-yield and distressed debt, before spending five years as a director in the Fundamental Investment Group at UBS, analyzing equities and fixed income. He holds a B.S. in Engineering (High Honors) and a B.A. in Economics from Swarthmore College.
Sosin began organizing CAS in the summer of 2012 and started running the firm in October of that year, launching it on his own. From the start it has operated a deliberately concentrated strategy: he typically holds positions in only a handful of companies at a time, ones he believes are trading at a meaningful discount to their true worth. His approach is patient and long-term — he looks for solid businesses selling below his estimate of their future value, takes a small number of conviction positions, and is comfortable waiting for the market to recognize what he sees.
The shares of Common Stock of the Issuer covered by this statement were originally acquired in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing the management of the Issuer. The shares of Common Stock of the Issuer covered by this statement were previously reported on Schedule 13G, originally filed by the Reporting Persons on February 14, 2022, as amended by the Schedule 13G/A filed by the Reporting Persons on February 14, 2023, and the Schedule 13G/A filed by the Reporting Persons on February 14, 2024. The Reporting Persons are filing this Schedule 13D to report that they have initiated communications and intend to continue to engage in conversations with the Issuer's management and board of directors regarding the composition of the board of directors of the Issuer, including, without limitation, the potential nomination, appointment or election of Mr. Sosin and/or other persons to serve on the board of directors of the Issuer, and to request support for any confirmation, vote or other action related thereto.
The Reporting Persons may in the future engage in discussions with the Issuer's management, board of directors, and/or other shareholders covering a broad range of subjects, including relative to performance, strategic direction, capital allocation, shareholder value, composition of the board of directors, and governance of the Issuer.
Depending upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, the Reporting Persons may consider, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, the disposition of securities of the Issuer, the exercise of convertible securities of the Issuer, or engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock of the Issuer, including swaps and other derivative transactions; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; (j) any action similar to those enumerated above.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis taking into consideration various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Common Stock of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock of the Issuer or disposal of some or all of the shares of Common Stock of the Issuer owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or in privately negotiated transactions.
Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors.
Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or shares of Common Stock of the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.
