Tuesday, August 26, 2008
Sparton Corporation (NYSE: SPA) executives may find themselves in hot water soon after an activist hedge fund built up a stake. Lawndale Capital Management disclosed a 9.9% stake and a series of demands to the board in a Schedule 13D filing with the SEC. The activist hedge fund demanded four new independent directors be installed, requested the board hire an experienced turnaround management team, and reiterated their request that the company explore its strategic alternatives.

With only the recent announcement of current management tasked to implement 'recommendations' of consultants and no mention of reputable outside advisors exploring strategic alternatives, we can only presume the Board is not pursuing obvious steps, preferring instead to remain unaccountable and entrenched," said the hedge fund in its letter. "Lawndale cannot sit idly by while a discredited board relies upon a discredited management team to extricate Sparton from a morass of their own creation."

Lawndale believes that the current management has been given more than enough time to effect a turnaround and it's time for new blood. The hedge fund proposed its own slate of four new directors that could add independence to the board and work to build long-term sustainable shareholder value. The hedge fund also warned that if the board turned a blind eye to its proposal, it would pursue a hostile takeover of the board. The deadline it set was August 29th.

"After years of dissipating shareholder wealth, further improper voting of the Sparton shares held in the employee pension plan and any improper influence over voting of employee 401K plan holdings may potentially expose you all to very costly liability," said the hedge fund. "It is time for Sparton's Board to turn over a new leaf and embrace a more enlightened approach to corporate governance and work with us."

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8/26/2008 3:42:32 PM UTC  #    Comments [2]  |  Trackback
 Monday, August 25, 2008
Cleveland Cliffs Inc. (NYSE: CLF) is fighting an activist hedge fund and seeking support from... shareholders? Harbinger Capital is currently the company's largest shareholder with a 15.57% stake, but it is seeking to increase its stake to as much as 33.33%. The move could damage the firm's plan to purchase Alpha Natural Resources for $8.1 billion, which Harbinger has ademantly opposed for quite some time. With a 2/3 majority required to approve the buyout, a 1/3 stake by Harbinger could be problem.

Recently, Harbinger requested that Cleveland Cliffs hold a shareholder value, required under Ohio law, that would allow the hedge fund to increase its stake to between 20% and 33.33%. The vote is scheduled for this Friday and may lead to the rejection of the $8.1 billion buyout bid. As a result, Cleveland Cliffs has been reaching out to shareholders in an effort to derail the attempt to gain approval - a move that is quite atypical for activist situations.

Today, Cleveland Cliffs came one step closer to buying out the firm by gaining anti-trust approval by the Federal Trade Commission. However, the vote on the proposed buyout is scheduled for October 3rd, giving Harbinger another month to build and prepare its stake to oppose the merger that it sees as a bad move for the company. So far, few other large shareholders have voiced their opinions on the merger, which makes it a situation certainly worth watching.

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8/25/2008 5:41:44 PM UTC  #    Comments [1]  |  Trackback
99 Cents Only Stores (NYSE: NDN) may be getting more than they bargained for with one large investor. Akre Capital Management disclosed an 11.26 percent stake in the discount chain and recommended that it explore strategic alternatives to unlock shareholder value in a Schedule 13D/A filing with the SEC. These alternatives may include discontinuing certain businesses, repurchasing shares with excess cash and refocusing on maximizing profitability rather than expanding.

Akre Capital Management focused its message on 99 Cents Only Stores' Texas market, which has experienced substantial problems. The hedge fund recommends that the company reconsider maintaining a presence in Texas and asked two key questions for management to consider:

  1. What existing Texas operating data can be referenced as evidence that this new strategy will be successful, what capital will remain actually invested in the market, what profits are expected, and how will this strategy be executed?
  2. Why does the company believe that expanding finite management resources on a small opportunity in Texas make sense when the remaining 90%+ of the business remains distressed and offers much greater potential?
"We acknowledge that the company has begun to address shareholder concerns about a turnaround plan, store growth rate, and use of excess cash," said the hedge fund in a letter to the board of directors. "We are hopeful that these actions mark the beginning of an effort by the company to be more transparent about how it plans to create per share value."

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8/25/2008 4:40:01 PM UTC  #    Comments [1]  |  Trackback
 Friday, August 22, 2008
TransAlta Corporation (NYSE: TAC) directors are facing increasing pressure to sell after a popular activist hedge fund added its voice to a chorus of dissident shareholders. The Children's Investment Fund Management, known as TCI in the investor community, filed its Schedule 13D with the SEC last week showing a six percent stake and demanding some changes. The activist hedge fund wants the company to consider an auction or stragic partnership to boost shareholder value.

Here's a transcript from the letter to the board:
TCI believes  that the public  proposal by LS Power  Equity  Partners and Global Infrastructure  Partners  published  on 21 July 2008 to  acquire  TransAlta  for Cdn$39 per share, significantly undervalues the company.

TCI urges the Special  Committee to immediately  undertake a review of strategic alternatives,  complete  this  expeditiously  and  take all  necessary  steps to maximise value for shareholders.

Further, TCI agrees with the  representations  made to you by Seneca Capital in its  public letter dated 22 July 2008.

TCI  would  welcome  an open and  direct  dialogue  with the  Special  Committee throughout the strategic review process.
TransAlta is a wholesale power generator and marketer focused on the western regions of Canada and the United States. The company owns, operates and manages a contracted and geographically diversified portfolio of assets, and has capability in generation fuels, including coal, natural gas, hydro and renewable energy. Approximately 70% of its capacity is contracted under government-mandated power purchase agreements or long-term contracts.

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8/22/2008 5:45:35 PM UTC  #    Comments [1]  |  Trackback
Cablevision Systems Corporation (NYSE: CVC) management may find themselves in hot water after an acitivst hedge fund built up a substantial stake in the cable operator. Harbinger Capital disclosed an 8 percent stake in the company and demanded changes in a Schedule 13D filing with the SEC. The activist hedge fund suggested that shares of Cablevision are undervalued and the company must take certain actions to unlock value.

Traditionally, activist hedge funds aim to force companies to unlock value through a variety of so-called strategic alternatives. These can include a sale or breakup of the company, a change in capital structure, a share buyback or a special dividend. Companies that aren't open to taking these actions will typically face an expensive proxy fight, which involves the activist hedge fund nominating its own directors to the company's board.

Harbinger Capital has experience in this industry as well. Media General and The New York Times were both subjected to demands from the activist hedge fund. Representatives from the hedge fund won three seats on the board of MEdia General while the New York Times agreed to nominate two of its directors after it threatened a proxy fight. So far, Cablevision has agreed to institute its first-ever dividend and is holding meetings with shareholders to discuss other ideas.

Cablevision shares are trading up marginally on the news, moving to $32.47 per share in mid-day trading. It will be interesting to see how many changes Harbinger can force upon Cablevision to unlock value, or whether they will be forced into a proxy battle to overthrow management and institute them themselves.

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8/22/2008 4:50:24 PM UTC  #    Comments [0]  |  Trackback
 Thursday, August 21, 2008
HSN, Inc. (NDAQ: HSNIV) complted its spin-off from IAC Interactive (NDAQ: IACI) today as a part of Barry Dillar's move to unlock value for shareholders. HSN is a leading multi-channel interactive retailer with some of the most dynamic brands and experiences in the retailing industry. As an independent company, investors are hoping that shares will be valued much higher than it was as a part of IACI. However, some experts aren't so sure that value will be unlocked...

Traditionally, spin-offs have outperformed the S&P 500 by a wide margin during their first three years as a public company. The reason is simply because parent company shareholders often have little appetite for the new spin-offs while they are also loaded with debt and have no fall-back. This combination of factors often lead to a sell-off during the first year that leaves room for enterprising investors to jump in and realize substantial gains as the stock returns to a fair value.

Chief Financial Officer Tom McInerney said in an interview that the value of the new companies should be much more than it is now and he hopes that it will be very obvious in a year. However, some analysts aren't so confident in additional value being unlocked. HSN was considered the division that was most undervalued, but analysts insist that HSN's problems are significantly worse than expected. Other businesses under the IACI umbrella are also continuing their decline early on.

In the end, these spin-offs may present opportunities to shareholders, but not in the obvious way. Many believe that the shares of these new companies, like HSNi, will fall substantially early on. Only after this initial fall will investors have a good entry point to get in and profit. The reason? Parent company shareholders will likely sell the new spin-offs while the performance of the companies continues to deteriorate in these tough markets.

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8/21/2008 4:18:27 PM UTC  #    Comments [0]  |  Trackback
Epicor Software Corporation (NDAQ: EPIC) may be in for a shake-up after an activist hedge fund unveiled a sizable stake in the software firm. Elliott Associates disclosed a 9.9% stake in the company and is inquiring about possible strategic alternatives in a Schedule 13D filing with the SEC. The hedge fund has been steadily purchasing shares since June, but acquired the majority of its stake during the past month. So, is this a stock investors should watch?

Activist hedge funds like Elliott Associates are known for pushing companies to pursue strategic alternatives to unlock value for shareholders. Strategic alternatives refer to efforts designed to sell all or parts of a company, spin-off business divisions, change the capital structure, or pursue a share buyback or special dividend. All of these efforts are designed to return immediate value to shareholders like Elliott Associates and YOU!

Epicor Software Corporation designs, develops, markets and supports enterprise application software solutions and services primarily for use by mid-sized companies and the divisions and subsidiaries of larger corporations worldwide. The company's products include back office applications for production management, supply chain management, retail management and financial accounting, as well as front office customer relationship management and service management.

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8/21/2008 3:31:37 PM UTC  #    Comments [1]  |  Trackback
 Wednesday, August 20, 2008
Pershing Square's William Ackman is well known on Wall Street for being an agitator for change. His controversial views on bond insurers made him billions on the short-side while a recent well-timed bet on Longs Drug Stores (NYSE: LDG) netting him several hundred million in mere weeks. Earlier this week, Pershing Square reported its most recent holdings in a Schedule 13F-HR filing with the SEC, which details each of its holdings.

Ackman's largest purchase was in Dr Pepper Snapple Group (NYSE: DPS) in which he acquired over 21 million shares at an average price of $24.70 per share. The activist investor also nearly doubled his stake in the troubled Wendy's (NYSE: WEN) restaurant chain at an average price of $27.10 per share. And finally, many investors are now well aware of Ackman's well-timed purchase of Longs Drug Stores at an average price of $43.50 just weeks before its acquisition by CVS was announced.

Ackman also reduced his holdings in Cadbury Plc and Target Corporation (NYSE: TGT), but still holds a total of nine stocks with a total value of $2.4 billion through his Pershing Square Capital Management hedge fund and has returned over 30% annually. The hedge fund currently holds, among other things, Barnes and Noble, Sears Holdings Corp, Borders Group, and a short position in MBIA Inc. Investors looking to piggy-back on this legendary investor may want to consider purchasing some of his recent holdings like Wendy's or Dr Pepper.

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8/20/2008 4:56:47 PM UTC  #    Comments [1]  |  Trackback
The Security and Exchange Commission has used one tool to help investors find SEC filings since the 1980s. Its name was EDGAR and it was considered by many to be crude and difficult to use. The SEC announced on Tuesday that it would be introducing a new system, dubbed IDEA, to replace EDGAR as a tool to help investors find the information they need from regulatory filings.

IDEA will supplement EDGAR to start and eventually replace it altogether. SEC Chairman Christopher Cox said at a press conference that the new system will give investors faster and easier access to key financial information about public companies and mutual funds. Unlike EDGAR, IDEA will use data-tagging software to sort financial data.

“This is not just a new name for EDGAR, this is a fundamental change in the way the SEC collects, manages and distributes information,” Mr. Cox told a news conference on Tuesday. Mr. Cox has been well known for embracing new technologies in an attempt to update the SEC's databases and make them more accessible for investors.

The move comes after the SEC's push for public companies to begin reporting under the so-called extensible business reporting language, or XBRL, protocol. This protocol uses digital tags attached to each piece of financial data to allow investors to easily find and compare key figures. The largest public companies may be forced to file in XBRL in early 2009, according to the SEC.

IDEA will be provided free of charge to the public, like EDGAR, and is expected to be available starting later htis year. Meanwhile, the SEC said that EDAR filings will continue for the indefinite future.
8/20/2008 4:31:55 PM UTC  #    Comments [1]  |  Trackback
 Tuesday, August 19, 2008
Target Corporation (NYSE: TGT) shares fell despite announcing higher-than-expected second-quarter earnings. Earnings for the quarter came in at $0.82 per share on $15.47 billion in revenues, while its retail segment rose 5.7 percent. The catalyst behind the decline is likely the continued talk of a weak and soft sales environment. Moreover, investors were less than comforted with a drop in gross margins and a fall in the profitability of its credit card operations.

Target's net income fell on lower clothing and home goods sales as the government rebate checks begin to wane. The retailer fell behind Wal-Mart Stores (NYSE: WMT) once again as consumers continue to see bargains. Customers that are struggling with higher food and fuel prices, rising joblessness and the worse housing market since the Great Depression are quickly switching their spending from high-class Target stores to discount Wal-Mart stores.

Target may be a good bet over the long-term as the U.S. economy recovers, but until then, Wal-Mart may continue to be the smart bet on retailing. Wal-Mart, Costco, Sam's Club, and various dollar stores have all posted higher than expected sales as consumers rush to spend rebates at their stores. Meanwhile, Target and other higher class retailers are experiencing problems. Shares of Target dropped $0.22, or 0.44%, to $49.82 during today's trading session.

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8/19/2008 5:39:00 PM UTC  #    Comments [1]  |  Trackback