Starboard Value Amends Fortrea Holdings Stake

TL;DR

Starboard Value just updated its stake in Fortrea Holdings. Keep an eye on this one.

AI Summary

Starboard Value LP, through its affiliate Starboard Value LP, has filed Amendment No. 2 to its Schedule 13D concerning Fortrea Holdings Inc. The filing, dated May 28, 2024, indicates a change in the reporting person's holdings. Starboard Value LP is a significant investor in Fortrea Holdings Inc., a company focused on medical laboratories.

Why It Matters

This filing signals ongoing activity and potential strategic interest from a prominent activist investor in Fortrea Holdings, which could influence the company's future direction.

Risk Assessment

Risk Level: medium — Activist investor filings can lead to increased volatility and strategic shifts within the target company.

Key Players & Entities

• Starboard Value LP (company) — Reporting Person
• Fortrea Holdings Inc. (company) — Issuer
• Jeffrey C. Smith (person) — Signatory for Starboard Value LP
• Andrew Freedman (person) — Legal Counsel
• Meagan Reda (person) — Legal Counsel
• Olshan Frome Wolosky LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $120,894,403 — by Starboard V&O Fund is approximately $120,894,403, excluding brokerage commissions. The a
• $15,008,422 — ned by Starboard S LLC is approximately $15,008,422, excluding brokerage commissions. The a
• $11,617,362 — wned by Starboard C LP is approximately $11,617,362, excluding brokerage commissions. The a
• $6,410,819 — by Starboard L Master is approximately $6,410,819, excluding brokerage commissions. The a
• $36,713,747 — by Starboard X Master is approximately $36,713,747, excluding brokerage commissions. The a
• $22,390,912 — board Value LP Account is approximately $22,390,912, excluding brokerage commissions. Item

Filing Documents

• sc13da206297346_05282024.htm (SC 13D/A) — 479KB
• 0000921895-24-001325.txt ( ) — 480KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The securities purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 4,316,311 Shares beneficially owned by Starboard V&O Fund is approximately $120,894,403, excluding brokerage commissions. The aggregate purchase price of the 538,187 Shares beneficially owned by Starboard S LLC is approximately $15,008,422, excluding brokerage commissions. The aggregate purchase price of the 416,567 Shares beneficially owned by Starboard C LP is approximately $11,617,362, excluding brokerage commissions. The aggregate purchase price of the 229,372 Shares beneficially owned by Starboard L Master is approximately $6,410,819, excluding brokerage commissions. The aggregate purchase price of the 1,305,862 Shares beneficially owned by Starboard X Master is approximately $36,713,747, excluding brokerage commissions. The aggregate purchase price of the 788,701 Shares held in the Starboard Value LP Account is approximately $22,390,912, excluding brokerage commissions.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 89,400,000 Shares outstanding, as of May 20, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 24, 2024. A. Starboard V&O Fund (a) As of the close of business on May 28, 2024, Starboard V&O Fund beneficially owned 4,316,311 Shares. Percentage: Approximately 4.8% (b) 1. Sole power to vote or direct vote: 4,316,311 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,316,311 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in securities of the Issuer by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. B. Starboard S LLC (a) As of the close of business on May 28, 2024, Starboard S LLC beneficially owned 538,187 Shares. 16 CUSIP No. 34965K107 Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 538,187 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 538,187 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in securities of the Issuer by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference. C. Starboard C LP (a) As of the close of business on May 28, 2024, Starboard C LP beneficially owned 416,567 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 416,567 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 416,567 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in securities of the Issuer by Starboard C LP during the past sixt

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 28, 2024 STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP, its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP By: Starboard Value L LP, its general partner STARBOARD VALUE L LP By: Starboard Value R GP LLC, its general partner STARBOARD X MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE R GP LLC By: /s/ Jeffrey C. Smith Name: Jeffrey C. Smith Title: Authorized Signatory /s/ Jeffrey C. Smith JEFFREY C. SMITH Individually and as attorney-in-fact for Peter A. Feld 22 CUSIP No. 34965K107 SCHEDULE A Transactions in Securities of the Issuer During the Past Sixty Days Nature of the Transaction Amount of Securities Purchased Price ($) Date of Purchase STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD Purchase of Common Stock 4,424 36.2747 05/06/2024 Purchase of Common Stock 4,424 36.2747 05/06/2024 Purchase of Common Stock 9,401 35.4965 05/08/2024 Purchase of Common Stock 9,401 35.4965 05/08/2024 Purchase of Common Stock 101,626 27.9021 05/13/2024 Purchase of Common Stock 101,626 27.9021 05/13/2024 Purchase of Common Stock 92,201 28.2048 05/13/2024 Purchase of Common Stock 92,201 28.2048 05/13/2024 Purchase of Common Stock 83 27.95

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View this SC 13D/A filing on SEC EDGAR