Contrarian Corpus
activist full deck follow up
2008-11-19 · 80 pages

Target Corporation TGT

N 4 Narrative
V 3 Visual
C 3 Craft
Original source ↗

The three reasons

  1. 1

    Target trades at only 5.8x '09E EV/EBITDA while REITs trade 14.5x-35.7x — 22% of EBITDA mispriced

  2. 2

    Tax-free REIT spin unlocks 77-81% upside, taking stock from $37 to $67 now and $79 by 2010

  3. 3

    Revised <20% IPO structure preserves 'A' credit rating, adds an unwind mechanism, addresses every mgmt concern

Primary demands

  • Form Target Inflation Protected REIT (TIP REIT) holding land and Facilities Management Services
  • Execute a 75-year Master Lease from TIP REIT to Target Corp
  • Complete a primary IPO of <20% of TIP REIT
  • Sell remaining 53% interest in credit card receivables
  • Pay down ~$9bn of Target Corp debt using IPO and credit card proceeds
  • Tax-free spin-off of remaining >80% interest in TIP REIT to shareholders
  • Purge retained E&P via a ~$1.6bn cash dividend post-spin

KPIs cited

2009E EV/EBITDA
Target at 5.8x vs Large Cap REITs 14.5x, Big Box ground leases 17.0x, TIPS 35.7x
Stock price uplift
$37 standalone -> $67 at TIP REIT IPO (+81%) -> $79 by 12-month (+113%)
Dividends per share
$0.64/share today -> $1.79/share in 2009E (TIP REIT adds $1.15)
Lease Security
$39bn of lease security including $20bn of unencumbered buildings
Master Lease term
75-year inflation-protected ground lease from TIP REIT to Target Corp
Debt paydown
~$9bn total: $3bn IPO proceeds + $4.4bn credit card sale + $1.8bn FCF
Tax savings
Over $510mm of tax savings in the first year post-transaction
Free cash flow impact
Net $484mm incremental FCF at Target Corp post-transaction
Credit rating
Target Corp adj. Debt/EBITDAR: 3.4x (2008E) -> 2.8x (2010E), path to 'A-/A3'
TIP REIT market cap
$27bn — 58th largest S&P 500 company; 5.0% '09E dividend yield
Same-store sales Q4'08E
Revised to negative 5%
Frictional costs
After-tax <$1 per share vs $28+/share of value creation

Pattern membership

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

Notable slides (10)

Notes

Second presentation in the Pershing-Target campaign, delivered 3 weeks after the Oct 29 2008 'TIP for Target Shareholders' deck. Classic dialectical structure: restate own prior thesis, quote target-management's 5 objections verbatim, then present a Revised Transaction (<20% IPO + later spin) that methodically addresses each concern. Tone is notably collaborative rather than adversarial — Pershing thanks Target for 'candid feedback' and frames the revision as incorporating investor+mgmt input. Management concerns are quoted directly (slides 22-23) but used to structure rebuttal rather than to expose contradiction, so uses_ceo_quote_contradiction coded False. The Pre-Spin/Post-Spin org-chart pair (slide 7) and stacked bar valuation summary (slide 9, $37->$67->$80) are signature slides. Rich appendix includes full 20-year DCF model for the land developer, TIP-like security valuation via CDS spread, and Target Corp three-statement model (pages 76-79). The campaign was ultimately unsuccessful — Target's board rejected the proposal in early 2009 and Pershing's TGT position became one of Ackman's biggest losses, which is part of what makes the deck historically notable.