Contrarian Corpus
activist press release proxy fight
2017-05-01 · 3 pages

Taubman Centers, Inc. TCO

Taubman Centers has chronically underperformed Class A mall peers by 57% over five years under entrenched family governance; electing L&B's nominees can unlock 65% NAV upside.

N 3 Narrative
V 2 Visual
C 1 Craft
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Thesis

Taubman Centers (NYSE: TCO), a Class A regional mall REIT led by Chairman-CEO Bobby Taubman, has underperformed its Class A mall peers GGP, Macerich, and Simon Property Group by 57% over the last five years while the Taubman family entrenches itself through a 'Killer B' dual-class share structure and a classified, over-tenured board with conflicted independents such as Lead Director Myron Ullman. Land and Buildings attributes roughly $1.7 billion of foregone value to EBITDA margins lagging peers by 770 basis points and an additional $1 billion destroyed through four ill-conceived developments that reflect undisciplined capital allocation. Electing independent nominees Charles Elson and Jonathan Litt on the GOLD proxy card would introduce accountability, modernize corporate governance, refocus operations on existing portfolio margins, and enforce capital discipline, which Land and Buildings argues could deliver 65% upside to net asset value.

SCQA

Situation

Taubman Centers is a Class A regional mall REIT controlled by the Taubman family through a 'Killer B' dual-class structure, with Chairman-CEO Bobby Taubman running a classified, over-tenured board.

Complication

The stock has underperformed GGP, Macerich, and Simon by 57% over five years, EBITDA margins lag peers by 770 bps, and four failed developments destroyed an estimated $1 billion of value.

Resolution

Shareholders should vote the GOLD proxy card to elect Charles Elson and Jonathan Litt to the board, bringing independent oversight, modernized governance, and capital discipline to Taubman.

Reward

Land and Buildings estimates 65% upside to net asset value, reflecting roughly $1.7 billion of recoverable EBITDA margin opportunity and $1 billion of avoided development losses over five years.

The three reasons

  1. 1

    57% stock underperformance vs Class A mall peers over 5 years under Bobby Taubman

  2. 2

    Entrenched governance: 'Killer B' dual-class shares and conflicted, over-tenured board

  3. 3

    $1.7B margin opportunity lost and $1B destroyed on four ill-conceived developments

Primary demands

  • Elect Charles Elson and Jonathan Litt to the Taubman Centers Board
  • Refresh the classified, over-tenured board and introduce independent oversight
  • Address dual-class 'Killer B' share structure and family entrenchment
  • Improve operations to close the 770 bps EBITDA margin gap vs Class A mall peers
  • Impose capital allocation discipline on future developments

KPIs cited

Relative stock performance
57% underperformance vs Class A Mall Peers over the last five years
EBITDA margin gap
770 bps below Class A Mall Peers over the past five years
Value creation opportunity foregone
~$1.7 billion from lagging EBITDA margins
Value destroyed via developments
~$1 billion across four ill-conceived projects over 5 years
Upside to NAV
65% potential upside to net asset value

Pattern membership

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

Notable slides (1)

Notes

Press release accompanying the full presentation 'Addressing Abysmal Corporate Governance and Chronic Underperformance at Taubman Centers' (hosted at SaveTaubman.com). Announces a 10AM conference call with nominees Charles Elson and Jonathan Litt. Thesis content is substantive (proxy fight summary with specific KPIs and NAV upside) even though form is a press release. Stake percentage not disclosed in this document. Quoted dollar figures are Land and Buildings' estimates, with footnotes referencing methodology in the April 18, 2017 definitive proxy statement.