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Business: Clear Channel Outdoor is an out-of-home advertising company that offers a variety of advertising services, including through billboards, street furniture displays, transit displays and airport displays. Activist Commentary: Legion is an activist investor whose managing directors are Chris Kiper, previously of Shamrock Activist Value Fund, and Ted White, previously of European activist fund Knight Vinke. Clear Channel effectively has two business lines – Americas and Europe, each with very different business models and valuations. Moreover, since this strategic review of Europe began in December 2021, Clear Channel has announced the sales of businesses in Italy, Spain and Switzerland. CCO first announced its strategic review of the European business in December 2021 and very little has come to fruition.
Persons: Chris Kiper, Ted White, Knight Vinke, Legion, CCO, CCO's underperformance, Ken Squire Organizations: Clear, Value Fund, Legion Partners, Europe, Legion, 13D Locations: U.S, Europe, Americas, iHeartMedia, Italy, Spain, Switzerland, America
Morris's employment agreement does not have such a provision. Section 7 of his employment agreement governs non-competition and non-solicitation. Basto resigned from Freshpet's board, effective May 31, according to a filing with the Securities and Exchange Commission. Jana attempted to address this by talking to Freshpet about improving corporate governance and adding new directors identified by Jana to the board. The Freshpet board should have looked at this as a gift from heaven.
Persons: Jana Partners, Freshpet, Jana, Scott Morris, Laurence Tribe, Morris, Richard Kassar, J, David Basto, Olu Beck, Basto, Jana directors, , Shakespeare, Ken Squire, Squire Organizations: Hive Brands, Freshpet, Company, Securities and Exchange Commission, Institutional, Services, 13D Locations: Freshpet, Delaware
Activist Commentary: Elliott is a very successful and astute activist investor, particularly in the technology sector. In January 2017, the firm filed a 13D on NRG with a plan centered around operational improvements and portfolio actions. As part of its plan, Elliott suggested that NRG focus on its core businesses by reducing costs, monetizing non-core assets to simplify its portfolio and paying down debt. To effectively oversee this plan, Elliott believes that the board needs new independent directors with expertise in the power and energy industry. "Strong management will be key to the success of the Repower NRG Plan," and "significant changes are needed."
Persons: Elliott, Vivint, Jim Collins, Collins, Ken Squire Organizations: NRG, 13D Locations: COOs, Texas
Business: Shake Shack owns, operates and licenses Shake Shack restaurants, which offer hamburgers, chicken, hot dogs, crinkle-cut fries, shakes, frozen custard, beer, wine and other products. Shake Shack entered a cooperation agreement with Engaged. Over the past 20 years, he and his team have developed one of the greatest casual hamburger chain restaurants in the country, Shake Shack. They took Shake Shack public in 2015 with 63 restaurants and have expanded to 436 restaurants in eight years. As a public company, Shake Shack has significantly underperformed both the market and its peers.
To implement its plan, Elliott is recommending adding five new directors to the board. Six members of the 12-person board (including CEO Richard Kramer) have served on the board for 11+ years. This, along with the underperformance and tenure of many directors makes for a compelling case for serious board reconstitution. Based on its history, we would expect this to be a diversified and qualified group of industry and professional directors with one Elliott executive. Elliott right now is working amicably with management and recommending potential directors as opposed to threatening to nominate their own slate of directors.
In this videoShare Share Article via Facebook Share Article via Twitter Share Article via LinkedIn Share Article via Email'The ultimate stock pickers are activists', says 13D's Kenneth Squire after Shake Shack's stock popsKenneth Squire, 13D Monitor founder and president, joins 'Closing Bell Overtime' to discuss the recent Wall Street Journal report that activist investors are planning a proxy battle at Shake Shack prompting the stock to jump.
Business: Clarivate is a global information, analytics and workflow solutions company. Activist Commentary: Impactive Capital is an activist hedge fund founded in 2018 by Lauren Taylor Wolfe and Christian Alejandro Asmar. Impactive Capital is an active ESG (AESG) investor that launched with a $250 million investment from CalSTRS and now has over $2.5 billion. Impactive focuses on positive systemic change to help build more competitive, sustainable businesses for the long run. As with many SPAC companies, there were valuation, corporate governance and compensation incentive concerns at Clarivate.
Farallon is not an activist investor but will pursue an activist agenda when it feels forced to do so. As the strategy of shareholder activism has become more mainstream, it has been utilized by a larger breadth of investors. The firm has been a shareholder of Exelixis since 2018 and is just now going public with their concerns. Farallon would also like to see Exelixis commit to a much larger share repurchase program than the $550 million it has announced. Farallon is nominating only three directors to this board, and it befuddles us as to how Exelixis does not see this as a gift.
It operates through the following segments: Methanol U.S., Methanol Europe, Nitrogen U.S., Nitrogen Europe and Fertiglobe. It will be a state-of-the-art facility at the forefront of blue ammonia production and is expected to come online in 2025 and produce 1.1 million tons of blue ammonia annually. This facility will combine nitrogen with blue hydrogen to create blue ammonia. It is considered "blue" ammonia because the carbon emissions produced from the hydrogen production process are captured and stored. Second, this blue ammonia will be sold through an ammonia terminal at the port of Rotterdam that OCI owns and operates.
Business: FleetCor is a business payments company that helps businesses spend less by enabling them to manage their expense-related purchasing and vendor payments processes. Additionally, the company agreed to form an ad hoc strategic review committee to assist the board as it considers various strategic alternatives. Shaw agreed to abide by certain voting and standstill restrictions. FleetCor is a business payments company with four main business lines: fuel, corporate payments, tolls and lodging. Shaw settled for two board seats and the company agreed to undertake a strategic review, including the possible separation of one or more businesses.
As a pioneering activist ESG investor (AESG), Inclusive seeks long-term shareholder value through active partnership with companies whose core businesses contribute solutions to this pursuit. Their primary focus is on environmental and social value creation, which leads to shareholder value creation. They build communities that are mixed tenure, placing affordable housing among open market homes, retail stores, etc. This model has the benefits of a secular shift to affordable housing and is capex light since they do not have to acquire the land. But, in this case the community benefits align so perfectly with the company growth prospects – topline company growth means more affordable housing.
However, Icahn has had extensive activist experience at health-care companies. Since the acquisition closed in August 2021, Illumina's stock price fell by 57% from $522.89 to $225.88, eliminating $47 billion of shareholder value. Icahn's nominees have significant restructuring, corporate governance, M&A, capital markets and legal experience — five things the company desperately needs. Moreover, even after this battle started, they did not add anyone with legal experience to the board. Now, when Icahn suggests they add to the board Jesse Lynn, general counsel to Icahn Enterprises with 27 years of legal experience, the board responds that he lacks the relevant skills and experience.
In this videoShare Share Article via Facebook Share Article via Twitter Share Article via LinkedIn Share Article via EmailSalesforce losing leverage as activist investors expand board numbers, says 13D Monitor's Kenneth SquireKen Squire, founder and president of '13D Monitor,' joins 'The Exchange' to discuss activist investors' involvement in Salesforce, the potential upside of Salesforce's margins and what's behind Salesforce's proxy battle.
As an example, in April 2019, ABB chairman Peter Voser stepped in as interim CEO of ABB. She would receive this $18 million regardless of how long she served as interim CEO. Ultimately, she served as interim CEO for a full seven months for the $18 million. The Nash-led BBWI board is now doing whatever it can to protect itself from having a shareholder representative on the board. If this goes the distance, we believe Third Point will show the BBWI board how powerful a good argument is.
Activist Commentary: Starboard Value is a very successful activist investor and has extensive experience helping companies focus on operational efficiency and margin improvement. On Dec. 15, 2022 , Starboard delivered a letter to the company nominating four directors for election to the board at the 2023 Annual Meeting. Both sides seem to share the same views regarding margin improvement, and there is a new CEO who Starboard likely supports. Having Starboard representation on the board would help management stay focused and get the support it needs. While Starboard is not advocating for any strategic transaction, the firm is an economic animal with fiduciary duties.
The firm's principals are generally on the boards of half of ValueAct's core portfolio positions and have had 55 public company board seats over 22 years. Adding Morfit to the board of Salesforce makes a ton of sense regardless of the activist environment. Morfit has experience helping management increase both growth and margins from a board level, and both can be improved at Salesforce. The looming question is whether he will initially be doing this with an activist cloud hanging over the company's head in the form of a proxy fight by one of the other activists involved. It likely had been engaging with Salesforce management for several months, and this appointment may have happened just as a threatened proxy fight was reported.
Activist Commentary: Inclusive Capital Partners is a San Francisco-based investment firm focused on increasing shareholder value and promoting sound environmental, social and governance practices. As a pioneering active ESG ("AESG") investor, Inclusive seeks long-term shareholder value through active partnership with companies whose core businesses contribute solutions to this pursuit. Bayer's crop science division accounts for approximately 25% of global crop farming. There are several ways to create this shareholder value. Bayer currently trades at approximately 7x earnings while its pure-play crop science peer, Corteva, trades at closer to 20x earnings.
Disney offered Peltz, founding partner of Trian Fund Management, a role as a board observer and asked him to sign a standstill agreement, which Peltz declined. Offer of a board observer positionSometimes a board observer position can be beneficial, particularly for investors who do not have a lot of board experience and are less likely to be a regular contributor to board discussions. But offering Peltz a position as a board observer is like saying to Whitney Houston, "You can join the band, but you are not allowed to sing." It is curious as to why Peltz started this proxy fight in the first place and why Disney is resisting it. Peltz acquired his position when Bob Chapek was CEO and likely had a plan to replace him with someone Peltz had already identified.
It invests in deeply discounted real estate in the public markets and select corporate engagements. Land & Buildings ("L&B") is a real estate focused investor, and this is primarily a real estate play. In its analysis, L&B assumes a 7.25% cap rate and a $2.8 billion value for the real estate. Without stabilizing operations, the real estate strategy can only create so much shareholder value. However, optimizing attendance and stabilizing operations will magnify any value created by the real estate strategy.
Business: Bath & Body Works is a specialty retailer of home fragrance, body care, soaps and sanitizer products. In August 2021, Bath & Body Works (formerly known as L Brands) completed the separation of its Victoria's Secret business. Loeb is one of the true pioneers in the field of shareholder activism and definitely one of a handful of activists who shaped what has become modern day shareholder activism. He invented the poison pen letter in a time when a poison pen was often necessary, and as times have changed, he has transitioned from the poison pen to the power of the argument. Third Point expressed its concern with Bath & Body Works' executive compensation structure , noting that excessive awards have been made that are disconnected to important performance metrics.
As a result, Hestia often invests in companies that might be misunderstood or not favored by the market, like GameStop, Best Buy and Pitney Bowes. Pitney Bowes' SendTech solutions business is the core enterprise that the company is generally known for: postage meters. The SendTech Solutions segment accounts for 38% of Pitney Bowes' revenue and generated $429 million in earnings before interest and taxes in 2021. Global Ecommerce comprises 46% of Pitney Bowes' revenue but lost $99 million of EBIT in 2021. Hestia will likely need more than just one board seat to drive change at Pitney Bowes.
Trian calls itself a "constructivist," implying a more friendly activist investor. Trian, like most activist investors, intends to be friendly and always starts off that way, and then it is up to the company to respond. The firm is an activist investor, plain and simple. On Nov. 21, The Wall Street Journal reported that Trian Fund Management took an approximately $800 million stake in Disney. In this situation, Trian seems to be looking for a board seat and is urging Disney to make operational improvements and reduce costs.
Activist Commentary: Impactive Capital is an activist hedge fund founded in 2018 by Lauren Taylor Wolfe and Christian Alejandro Asmar. Impactive wants board representation to get Envestnet to better align pay for performance, refocus on capital allocation and bolster long-term shareholder value. Anyone with any understanding of Impactive, Envestnet's performance and the incumbent board would know that Impactive is sure to get at least one board seat in a proxy fight. Impactive offered one of eight with no incumbent losing a board seat. Squire is also the creator of the AESG™ investment category, an activist investment style focused on improving ESG practices of portfolio companies.
Activist Commentary: Starboard is a very successful activist investor and has extensive experience helping companies focus on operational efficiency and margin improvement. Splunk has a leading market share and is considered the "gold standard" in the log management and security markets. This is a typical Starboard investment – a company with strong top-line growth and enviable market position that needs help with optimizing growth and margins. When an activist takes a position at a company, it puts that company in pseudo-play with potential acquirers often coming out of the woodwork. You would think that their interest level has piqued a little with Splunk now trading at a $12.7 billion market cap.
Business: Crown Holdings is a worldwide leader in the design, manufacture and sale of packaging products for consumer goods and industrial products. Activist Commentary: Carl Icahn is the grandfather of shareholder activism and a true pioneer of the strategy. The opportunity to create shareholder value here is relatively simple: sell non-core businesses, buy back shares and focus on the pure-play beverage business. The company announced its acquisition of Signode, a transit packaging business, for $3.9 billion in 2017, and might be reluctant to sell it for less than that now. There is more value in how they use those proceeds (i.e., buying back stock in an undervalued, growing business).
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