Contrarian Corpus
activist short deck proxy fight
2015-04-16 · 5 pages

E. I. du Pont de Nemours and Company DD

DuPont's consolidated structure masks ~86% upside; separating GrowthCo, Performance Chemicals, and CyclicalCo/CashCo plus peer-level margins delivers an implied $122 target value by end-2017.

N 3 Narrative
V 3 Visual
C 3 Craft
Original source ↗

Thesis

Trian argues that DuPont's consolidated conglomerate structure hides substantial value by burying best-in-class businesses under $2-4bn of excess corporate costs. Trian's sum-of-parts model, originally laid out in the September 2014 Summary White Paper, breaks DuPont into three segments — GrowthCo (Agriculture, Biosciences, Nutrition & Health), Performance Chemicals, and CyclicalCo/CashCo — benchmarks each against peers like Monsanto, Syngenta, 3M, and Huntsman, and arrives at a blended 9.9x NTM EV/EBITDA multiple. Applying 410bps of margin improvement through 2018, 2x net leverage, a 10% dividend CAGR, and a 33% tax rate yields $114.50 per share plus $7.47 of collected dividends, totaling $121.97 by year-end 2017 — 86.6% upside. If elected, Trian's nominees will work with the Board to decide whether to separate the portfolio or optimize performance within the existing structure.

SCQA

Situation

DuPont is a diversified chemicals and materials conglomerate spanning high-growth agriculture/biosciences, cyclical performance materials, and commodity performance chemicals — a portfolio of best-in-class businesses wrapped inside a single consolidated entity.

Complication

The consolidated structure saddles each segment with $2-4bn of excess corporate costs and sub-peer margins, preventing DuPont from trading at the segment-multiples its best-in-class peers command.

Resolution

Elect Trian's four nominees via the gold proxy card so they can evaluate separating GrowthCo, Performance Chemicals, and CyclicalCo/CashCo and drive 410bps of margin improvement to peer-level performance.

Reward

A sum-of-parts using a 9.9x blended NTM EV/EBITDA multiple and peer-level margins yields $121.97 per share including dividends by year-end 2017 — 86.6% upside and a ~21% IRR.

The three reasons

  1. 1

    Sum-of-parts implies $121.97/share by 12/31/17 — 86.6% upside, ~21% IRR

  2. 2

    DuPont carries $2-4bn of excess corporate costs hiding best-in-class segments

  3. 3

    Separation forces multiple re-rating to peer-benchmarked 9.9x blended EV/EBITDA

Primary demands

  • Elect Trian's four nominees to the DuPont Board at the 2015 Annual Meeting
  • Evaluate separating DuPont into GrowthCo, Performance Chemicals, and CyclicalCo/CashCo
  • Eliminate $2-4bn of excess corporate costs and drive 410bps of margin improvement
  • Maintain prudent 2x net debt/EBITDA leverage with investment-grade rating
  • Grow dividend at 10% CAGR and return all excess free cash flow to shareholders

KPIs cited

Implied target value per share (12/31/2017)
$121.97, ~86.6% upside including dividends
Internal rate of return (IRR)
~21% for shareholders holding DuPont through 2017
Blended NTM EV/EBITDA multiple
9.9x blended (11.8x GrowthCo, 6.7x Performance Chemicals, 8.8x CyclicalCo/CashCo)
Current NTM EV/EBITDA multiple
10.3x, 0.4x above the 9.9x used in Trian's Summary White Paper
Margin improvement 2014-2018
410bps modeled; implies <$1bn of cost savings at ~30% flow-through
Excess corporate costs
$2-4bn burdening consolidated DuPont per Trian White Paper pp. 71-72
2018E Revenue (consolidated)
$45,410m (5yr CAGR 4.9%)
2018E EBITDA (consolidated)
$10,418m at 22.9% margin
2018E EPS (consolidated)
$7.25
Net Debt / EBITDA
2.0x consolidated target (2.0x GrowthCo / 1.9x Perf. Chem / 2.2x CyclicalCo)
Dividend CAGR
10% CAGR assumed; $7.47 of dividends per share collected through 2017
Tax rate assumed
33% vs. 22% expected by DuPont management in 2015

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (3)

Notes

Short supplemental proxy-fight deck filed in April 2015 during Trian's contested election for four DuPont board seats. Cross-refers to Trian's September 16, 2014 Summary White Paper and the February 17, 2015 full White Paper (pp. 71-72 for the $2-4bn excess-cost estimate). Every page carries a 'VOTE THE GOLD PROXY CARD' ribbon. Page 5 contains the explicit sum-of-parts by segment (GrowthCo, Performance Chemicals, CyclicalCo/CashCo). No single named author/signatory on the document; credit is firm-level. No explicit stake percentage disclosed in this deck. No CEO quote, no peer-gap chart, no before/after framing — this is a compact, numbers-first supplement rather than a full thesis deck. Outcome: Trian narrowly lost the May 2015 vote but DuPont later announced Dow merger and Agriculture/Materials/Specialty spin-offs, widely viewed as validating the thesis.