Core Viewpoint - Harvey Capital is urging shareholders of Tejon Ranch Co. to vote for Bulldog Investors' nominees at the upcoming Annual Meeting, citing the current board's ineffectiveness in increasing share price over several decades [1][2]. Group 1: Shareholder Advocacy - Harvey Capital holds 5,531 shares of Tejon Ranch Co. and emphasizes the need for a change in leadership and strategic direction to enhance shareholder value [1]. - The firm believes that electing Bulldog Investors' nominees will bring fresh perspectives and expertise to the board, which is essential for revitalizing the company's performance [2]. Group 2: Performance Concerns - The current status quo has failed to deliver satisfactory returns for investors, making the support for Bulldog Investors a crucial opportunity for improvement [2]. - Harvey Capital asserts that shareholders have waited too long for meaningful share price appreciation, and a change in the board is necessary to enhance performance and returns [3].

Core Viewpoint - Tejon Ranch Co. is actively pursuing strategic initiatives to enhance growth and shareholder value, particularly through its real estate development and agribusiness operations [1][2]. Group 1: Company Strategy and Development - Tejon Ranch is executing its strategy by developing residential and industrial projects at Tejon Ranch Commerce Center (TRCC) and progressing with entitlements for Master-Planned Communities (MPCs) [2]. - The company has achieved significant industrial land price appreciation of nearly 1,500% since the inception of TRCC, generating over $110 million in cumulative cash flows from commercial and industrial development since 2000 [2]. - Tejon is strategically investing in its Mountain Village, Grapevine, and Centennial developments to sustain growth and long-term value creation [2]. Group 2: Leadership and Governance - In 2024, Tejon's Board implemented a succession planning process, resulting in the appointment of a new CEO and four new directors, enhancing the Board's expertise and strategic outlook [2]. - The company engaged a compensation consultant to evaluate its executive compensation program, improving transparency and disclosures [2]. Group 3: Shareholder Engagement - Tejon urges shareholders to vote for its 10 nominees on the WHITE proxy card, emphasizing the importance of their support for the company's long-term value creation and economic growth in California [3][4]. - The company criticizes Bulldog Investors for lacking the necessary skills and knowledge to drive Tejon's strategy, asserting that Bulldog's nominees would derail the company's value creation plan [2].

Core Viewpoint - Tejon Ranch Co. urges shareholders to vote exclusively for its own director nominees on the WHITE proxy card, emphasizing that Bulldog Investors' campaign poses risks to the company's long-term value and shareholder interests [1][2][3]. Company Strategy and Performance - Tejon Ranch has a proven history of success in real estate development and securing land use entitlements, which is crucial for maximizing the value of its unique assets [7][10]. - The company has successfully generated over $110 million in cumulative cash flow from its Tejon Ranch Commerce Center (TRCC) through strategic planning and execution [11]. - Tejon has reduced discretionary land use entitlement spending by 38% over the past five years, demonstrating prudent capital allocation while maintaining low debt levels [12]. Risks of Bulldog Investors' Nominees - Bulldog Investors' nominees lack meaningful experience in real estate and California-specific regulations, which are essential for overseeing Tejon's complex operations [4][6]. - Bulldog's focus on short-term gains could jeopardize the long-term value created by Tejon's strategic investments in master planned communities (MPCs) [14]. Importance of Shareholder Vote - The company emphasizes the importance of shareholder votes in maintaining its strategic direction and protecting long-term investments against Bulldog's short-sighted approach [3][15]. - Tejon's Board believes that electing its recommended nominees is critical for continuing the company's value creation strategy and ensuring future returns for shareholders [13][16].

Group 1 - TRC Capital Investment Corporation has amended its tender offer for Ingersoll Rand Inc., reducing the offer price from US$77.50 to US$65.25 per share [1] - The tender offer will expire on April 23, 2025, at 11:59 p.m. New York City time, unless extended [1] - As of April 8, 2025, only 200 shares had been tendered [2] Group 2 - TRC will accept and pay for all shares validly tendered before the expiration date, provided they are not withdrawn [3] - Stockholders who have already tendered their shares will receive the new offer price of US$65.25 per share without needing to take further action [4] - TRC has updated its tender offer materials to reflect the new offer price and other relevant changes [4]

Core Viewpoint - Tejon Ranch Co. is urging shareholders to vote for its director nominees in the upcoming Annual Meeting to ensure the continuation of its long-term value-creating strategy and to oppose the nominees put forth by Bulldog Investors, which the company believes could disrupt its strategic direction [2][26][30]. Company Strategy and Performance - Tejon Ranch has implemented strategic improvements and a renewed commitment to operational excellence, including hiring a new CEO and engaging in active director refreshment to position the company for long-term success [3][24]. - The company reported a total revenue growth of 15% year-over-year to $21.6 million, with GAAP net income attributable to common shareholders increasing 186% year-over-year to $4.5 million, and adjusted EBITDA rising 116% to $10.5 million [8][40]. Development Projects - Tejon Ranch is focused on monetizing its 270,000 acres of land in Southern California, with plans for four master-planned communities that will include over 35,000 homesites and approximately 35 million square feet of commercial and industrial space [7][11]. - The Tejon Ranch Commerce Center (TRCC) is highlighted as a key asset, generating recurring revenue and showcasing the company's ability to develop master-planned communities successfully [12][9]. Housing Market Demand - California faces a severe housing shortage, with a need for over 180,000 new homes annually, while production has averaged just over 100,000 homes per year, creating a significant supply shortfall [16][17]. - Tejon's developments are positioned to address this critical need for housing and jobs, aligning with the state's economic development planning efforts [16][17]. Corporate Governance - The company emphasizes its commitment to high standards of corporate governance, with a purpose-built Board that has recently added four independent directors and engaged in succession planning [19][20]. - Tejon's Board members possess extensive experience in real estate development, land use entitlements, and corporate governance, which the company believes is essential for guiding its strategic priorities [19][30]. Leadership Changes - The appointment of Matt Walker as the new President and CEO is expected to further drive the company's strategy and unlock value, leveraging his extensive experience in California real estate [24][25].

DAVIDSON, N.C., March 31, 2025 (GLOBE NEWSWIRE) -- Ingersoll Rand Inc. (NYSE: IR), a global provider of mission-critical flow creation and life sciences and industrial solutions, today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation (TRC Capital) to purchase up to 1,500,00 shares of Ingersoll Rand's common stock at $77.50 per share. The offer price is approximately 4.27% below the closing price of the company's common stock on The New York Stock ...

Development Projects - In Q1 2024, the company began construction on Terra Vista at Tejon, a multi-family community with a maximum of 495 residences and 14,500 square feet of community retail space[48][55] - The company has formed a new joint venture with Dedeaux Properties to develop a 510,385 square foot industrial building within TRCC-East[58] - The company has three major resort/residential communities in development, with a total of 3,450 entitled dwelling units planned[75][79] - Centennial development encompasses 12,323 acres, entitled for 19,333 housing units and 10.1 million square feet of commercial development, with a 93.65% ownership interest by the company[82] - Grapevine development covers 8,010 acres, entitled for 12,000 homes and 5.1 million square feet of commercial development[86] - As of December 31, 2024, the company has 3,450 housing units in Mountain Village, 19,333 in Centennial, and 12,000 in Grapevine, totaling 34,783 housing units across its developments[90] Financial Performance - The company has incurred costs to date of $158.348 million for Mountain Village, $124.136 million for Centennial, and $42.456 million for Grapevine, totaling $324.940 million[90] - The current outstanding balance on the Company's revolving credit line is $66,942,000, with a floating interest rate of one-month term SOFR plus 2.25%[324] - The Company has $7,916,000 in outstanding accounts receivable as of December 31, 2024, with no receivables at risk for changing prices due to no pistachio yield in 2024[330] - As of December 31, 2024, marketable securities amounted to $14,437,000 with a weighted average interest rate of 4.59%[328] - The revolving line-of-credit liability was $66,942,000 with an effective interest rate of 6.85% as of December 31, 2024[328] - As of December 31, 2023, marketable securities were $32,576,000 with a weighted average interest rate of 5.27%[328] - The revolving line-of-credit liability was $47,942,000 with an effective interest rate of 7.59% as of December 31, 2023[328] Industrial Market Insights - The company has a total of 19,300,941 square feet of industrial entitlements and 956,309 square feet of commercial retail entitlements as of December 31, 2024[61] - Industrial rents have increased by 236% over the past seven years, rising from $0.25 per square foot in 2017 to current levels[61] - The company has a total of 11,099,077 square feet of industrial entitlements available for future development[61] - The Inland Empire industrial market saw a vacancy rate of 6.8% as of December 31, 2024, a 170-basis point increase year-over-year[67][68] - Average asking rents in the Inland Empire declined by 22% year-over-year to $1.15 per square foot[67][68] Agricultural Operations - The company produced approximately 83,411 barrels of oil and 20,480 MCF of dry gas in 2024, with an average royalty rate of approximately 13% on oil production[94] - The company farms 1,036 acres of wine grapes, 2,116 acres of almonds, and 935 acres of pistachios, with plans to plant 160 acres of olives in 2025[101] - Approximately 256,000 acres are used for grazing leases, accounting for 45% of total revenues from ranch operations as of December 31, 2024[108] - The almond industry projected 2024 yields to be about 2.6 billion pounds, down from over 3.0 billion pounds, impacting pricing positively[102] Environmental Initiatives - The Company has conserved 240,000 acres of land since 2008, sequestering 3.3 million tons of carbon, equivalent to the annual emissions of 2.5 million passenger vehicles, about 5% of California's 2022 fleet[25] - The solar-covered parking structure at the Outlets at Tejon is projected to reduce electricity consumption by approximately 83% and produce about 1,076,000 kWh of clean energy annually[25] - A 600-acre solar field being developed with Calpine Energy is expected to generate approximately 100 MW of power once operational[25] - At Centennial, at least 50% of the energy supply is intended to be produced by on-site renewable sources, with 30,000 EV chargers planned[25] - The Company utilizes highly efficient automated and drip irrigation systems for its agricultural operations, enhancing water management[119] - The Company has contributed funding to replace outdated agricultural engines, expected to reduce air emissions in the region[119] Regulatory and Market Monitoring - The company is actively monitoring regulatory changes that may impact industrial zoning and development strategies[69][70] - The majority of the Company's developed land lies within a non-critically overdrafted groundwater basin with an approved Groundwater Sustainability Plan[119]

Core Insights - Tejon Ranch Co. reported significant financial growth in 2024, driven by its commercial and industrial real estate operations, particularly the Tejon Ranch Commerce Center (TRCC) [2][4] - The company is optimistic about future growth opportunities, including a new joint venture for a warehouse facility and the development of a mixed-use community [2][10] Financial Highlights - For Q4 2024, GAAP net income attributable to common stockholders increased by 186% to $4.5 million, with earnings per share rising to $0.17 from $0.06 in Q4 2023 [5][22] - Total revenues for Q4 2024 rose by 15% to $21.6 million compared to $18.8 million in Q4 2023, with commercial/industrial segment revenues increasing by 33% [5][6] - Adjusted EBITDA for Q4 2024 was $10.5 million, a 116% increase from $4.8 million in Q4 2023 [6][26] Leasing and Occupancy - As of December 31, 2024, TRCC's industrial portfolio, through joint ventures, consists of 2.8 million square feet of gross leasable area (GLA) and is 100% leased [5] - The commercial portfolio, including joint ventures, has 620,907 square feet of GLA and is 96% leased [5] - The Outlets at Tejon achieved 93% occupancy as of December 31, 2024, marking its 10-year anniversary [5] Development Projects - Construction of the Terra Vista at Tejon multi-family residential development is underway, with Phase 1 including 228 of the planned 495 units expected to be available in Q2 2025 [5][10] - A new distribution facility for Nestlé USA is also under construction, totaling over 700,000 square feet [5] Capitalization and Liquidity - As of December 31, 2024, total capitalization was approximately $605.3 million, with a debt to total capitalization ratio of 29.5% [9][31] - The company had total liquidity of $146.8 million, including cash, securities, and available credit [9] 2025 Outlook - The company plans to pursue further commercial and industrial development, as well as multi-family projects within TRCC and its joint ventures [10] - There is an expectation for increased water sales opportunities in 2025, contingent on precipitation and state water project allocations [12]

Company Leadership Transition - Tejon Ranch Company has selected Matthew Walker as the new President and CEO, effective March 31, 2025, succeeding Gregory S. Bielli who will retire [1][5] - Walker will initially join as Chief Operating Officer on March 6, 2025, following a nationwide search led by the Board of Directors [1] Matthew Walker's Background - Walker has a 24-year career at Lowe Enterprises, where he served as Executive Vice President and Shareholder, overseeing hospitality and resort community platforms [2] - His experience includes resort and residential development, sales and marketing, and capital development [2][3] - Walker holds a Bachelor of Architecture from Cornell University and an MBA from UCLA Anderson School of Management [3] Strategic Vision and Goals - Walker emphasizes the importance of responsible development at Tejon Ranch for California's future, aiming to create jobs, housing, and economic opportunities in Southern California [4] - The company plans to build on the success of the Tejon Ranch Commerce Center and develop three additional master planned communities to unlock shareholder value [4][5] Board's Perspective - Norman Metcalfe, Chairman of the Board, highlights Walker's unique development background and skills in creating immersive experiences as crucial for the company's growth [4] - The Board expresses gratitude to Bielli for his contributions, including the development of key projects like the Outlets at Tejon and the Tejon Ranch Commerce Center [4][5] Company Overview - Tejon Ranch Company is a diversified real estate development and agribusiness company with a principal asset of 270,000 acres located 60 miles north of Los Angeles [7]

Core Viewpoint - Tejon Ranch Company has appointed Matthew Walker as the new President and CEO, effective March 31, 2025, succeeding Gregory S. Bielli, who will retire after a significant tenure [1][5]. Company Leadership Transition - Matthew Walker will join Tejon Ranch as Chief Operating Officer on March 6, 2025, before officially taking over as President and CEO [1]. - Gregory S. Bielli has been with the company since 2013 and will continue to serve as an executive advisor and Director after his retirement [5]. Matthew Walker's Background - Walker has a 24-year career at Lowe Enterprises, where he served as Executive Vice President and Shareholder, focusing on hospitality and resort community development [2]. - His experience includes resort and residential development, sales and marketing, and capital development [2][3]. - Walker holds a Bachelor of Architecture from Cornell University and an MBA from UCLA Anderson School of Management [3]. Strategic Vision for Tejon Ranch - Walker emphasizes the importance of responsible development at Tejon Ranch, which he believes is crucial for California's economic future, providing jobs and housing [4]. - The company aims to build on the success of the Tejon Ranch Commerce Center and advance three additional master planned communities [4][5]. - Norman Metcalfe, Chairman of the Board, highlights Walker's unique development background as vital for the company's growth and shareholder value [4]. Company Overview - Tejon Ranch Company is a diversified real estate development and agribusiness firm with a principal asset of 270,000 acres of land located between Los Angeles and Bakersfield [6].