Accretive Capital Group Files 13D on TransAct Technologies, Signals Activism
Ticker: TACT · Form: SC 13D · Filed: Jan 9, 2024 · CIK: 1017303
| Field | Detail |
|---|---|
| Company | Transact Technologies Inc (TACT) |
| Form Type | SC 13D |
| Filed Date | Jan 9, 2024 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $3,068,074, $298,367 |
| Sentiment | mixed |
Complexity: simple
Sentiment: mixed
Topics: activist-investing, insider-ownership, corporate-governance
TL;DR
**Accretive Capital just went activist on TransAct Technologies, expect changes!**
AI Summary
Accretive Capital Management, LLC, along with Accretive Capital Partners, LLC and Richard E. Fearon, Jr., collectively known as the "Reporting Persons," have filed a Schedule 13D on January 9, 2024, indicating a significant ownership stake in TransAct Technologies Incorporated. This filing, triggered by an event on January 3, 2024, shows that these entities are acting as a group and have previously filed a Schedule 13G, suggesting a change in their investment intent from passive to active. This matters to investors because a 13D filing often signals that an activist investor group plans to influence the company's management or strategic direction, potentially leading to changes that could impact stock performance.
Why It Matters
This filing indicates that Accretive Capital Management and its affiliates are now active investors in TransAct Technologies, potentially seeking to influence company strategy or operations, which could lead to significant changes for shareholders.
Risk Assessment
Risk Level: medium — Activist investor involvement can lead to volatility as the market reacts to potential corporate changes, creating both upside and downside risk.
Analyst Insight
A smart investor would closely monitor news and future filings regarding TransAct Technologies to understand Accretive Capital's specific intentions and evaluate potential impacts on the company's strategy and stock valuation.
Key Players & Entities
- Accretive Capital Management, LLC (company) — reporting person and group member
- Accretive Capital Partners, LLC (company) — reporting person and group member
- Richard E. Fearon, Jr. (person) — reporting person and group member
- TransAct Technologies Incorporated (company) — subject company (issuer)
- January 3, 2024 (date) — date of event requiring filing
- January 9, 2024 (date) — filing date
Forward-Looking Statements
- Accretive Capital Group will engage with TransAct Technologies management to propose strategic changes. (TransAct Technologies Incorporated) — medium confidence, target: Q2 2024
- The stock price of TransAct Technologies Incorporated will experience increased volatility due to activist investor involvement. (TransAct Technologies Incorporated) — high confidence, target: Q1 2024
FAQ
Who are the primary entities filing this Schedule 13D?
The primary entities filing this Schedule 13D are Accretive Capital Management, LLC, Accretive Capital Partners, LLC, and Richard E. Fearon, Jr., who are acting as a group.
What is the name of the company that is the subject of this filing?
The subject company of this filing is TransAct Technologies Incorporated, identified by CUSIP Number 892918103.
When did the event occur that triggered the requirement for this Schedule 13D filing?
The event that required the filing of this statement occurred on January 3, 2024.
What type of securities are involved in this filing?
The securities involved in this filing are the Common Stock of TransAct Technologies Incorporated.
Has the filing person previously reported their acquisition of TransAct Technologies shares?
Yes, the filing indicates that the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is now filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g).
Filing Stats: 2,306 words · 9 min read · ~8 pages · Grade level 9 · Accepted 2024-01-09 16:48:34
Key Financial Figures
- $3,068,074 — ed beneficially by ACP is approximately $3,068,074, including brokerage commissions. The
- $298,367 — directly by Mr. Fearon is approximately $298,367, including brokerage commissions. 5
Filing Documents
- trans_sc13d.htm (SC 13D) — 134KB
- 0001477932-24-000090.txt ( ) — 136KB
Security and Issuer
Item 1. Security and Issuer. This statement relates to the Common Stock (the "Shares") of TransAct Technologies Incorporated, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, Connecticut 06518.
Identity and Background
Item 2. Identity and Background. (a) This statement is filed by: (i) Accretive Capital Management, LLC, an Illinois limited liability company ("ACM"), as the manager of Accretive Capital Partners, LLC, with respect to the Shares beneficially owned by it; (ii) Accretive Capital Partners, LLC, an Illinois limited liability company ("ACP"); and (iii) Richard E. Fearon, Jr., individually and as the managing member of ACM. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Attached as Exhibit 1 hereto is a Joint Filing Agreement executed by the Reporting Persons. (b) The address of the principal office of each Reporting Person is c/o Accretive Capital Management, LLC, 85 Wall Street, Madison, Connecticut 06443. (c) The principal business of ACP is serving as a private investment fund. The principal business of ACM is serving as the manager of ACP. The principal business of Mr. Fearon is serving as the managing member of ACM. (d) No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Fearon is a United States citizen.
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration . The Shares purchased by ACP 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. The aggregate purchase price of the 481,302 Shares owned beneficially by ACP is approximately $3,068,074, including brokerage commissions. The Shares purchased by Mr. Fearon were purchased with personal funds in open market purchases. The aggregate purchase price of the 45,055 Shares owned directly by Mr. Fearon is approximately $298,367, including brokerage commissions. 5
Purpose of Transaction
Item 4. Purpose of Transaction. The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein: The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board, making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, seeking to meet with members of senior management and/or members of the Board, communicating publicly or privately with other stockholders or third parties to indicate their views on issues relating to the s
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer. The aggregate percentage of Shares reported owned by each person named herein is based upon 9,958,118 Shares outstanding, as of October 31, 2023, which is the total number of Shares outstanding cited in the Issuer's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2023. A. ACM: (a) Amount beneficially owned: 481,302 Percentage: 4.83% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 481,302 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 481,302 (c) The transactions in the Shares by the affiliates of ACM during the past sixty days are set forth in Schedule A and are incorporated herein by reference 6 B. ACP: (a) Amount beneficially owned: 481,302 Percentage: 4.83% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 481,302 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 481,302 (c) The transactions in the Shares by ACP and ACM during the past sixty days are set forth in Schedule A and are incorporated herein by reference C. Mr. Fearon: (a) Amount beneficially owned: 526,357 Percentage: 5.29% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 526,357 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 526,357 (c) The transactions in the Shares by Mr. Fearon during the past sixty days are set forth in Schedule A and are incorporated herein by reference An aggregate of 526,357 Shares, constituting approximately 5.29% of the Shares outstanding, are reported in this Schedule 13D. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not ap
Not applicable
Item 7. Not applicable. 7
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. January 9, 2024 ACCRETIVE CAPITAL MANAGEMENT, LLC By: /s/ Richard E. Fearon, Jr. Name: Richard E. Fearon, Jr. Title: Managing Member ACCRETIVE CAPITAL PARTNERS, LLC By: Accretive Capital Management, LLC, its managing member By: /s/ Richard E. Fearon, Jr. Name: Richard E. Fearon, Jr. Title: Managing Member RICHARD E. FEARON, JR. By: /s/ Richard E. Fearon, Jr. Name: Richard E. Fearon, Jr. 8 SCHEDULE A Transactions in the Shares During the Past Sixty Days Shares of Common Stock Purchased/(Sold) Price Per Share ($) Date of Purchase/(Sale) ACCRETIVE CAPITAL PARTNERS, LLC 5,885 7.47 1/9/2024 5,500 7.50 1/8/2024 455 7.35 1/5/2024 600 7.36 1/5/2024 473 7.25 1/5/2024 2,450 7.35 1/4/2024 341 7.25 1/4/2024 5,159 7.26 1/4/2024 1,000 6.99 1/4/2024 400 7.04 1/4/2024 440 7.05 1/4/2024 403 6.89 1/4/2024 20 6.83 1/3/2024 5,477 6.91 1/3/2024 10 7.01 12/26/2023 367 7.05 12/26/2023 4,033 7.06 12/26/2023 3 6.91 12/20/2023 5 6.96 12/19/2023 3,200 6.99 12/19/2023 18 6.65 12/4/2023 4,561 6.70 12/4/2023 5,314 6.75 12/4/2023 24 6.75 12/1/2023 162 6.75 11/30/2023 5,500 6.90 11/30/2023 939 6.70 11/21/2023 500 6.75 11/21/2023 5,500 6.90 11/20/2023 5,500 7.01 11/17/2023 144 7.08 11/17/2023 5,456 7.10 11/17/2023 764 6.80 11/15/2023 2,906 6.82 11/15/2023 802 6.83 11/15/2023 2,192 6.85 11/15/2023 59 6.80 11/14/2023 5,500 6.60 11/14/2023 5,500 6.65 11/14/2023 5,800 6.67 11/14/2023 172 6.55 11/13/2023 144 6.50 11/13/2023 351 6.53 11/13/2023 424 6.54 11/13/2023 39 6.58 11/13/2023 5,500 6.50 11/13/2023 26 6.49 11/10/2023 22 6.51 11/10/2023 142 6.55 11/10/2023 43 6.59 11/10/2023 254 6.60 11/10/2023 3,512 6.61