Callouts & quotes from 285+ activist slides

"The BEF spin-off, it goes without saying, exhibits none of the characteristics that the IRS finds so objectionable. It is, as far as we can tell, a "textbook" spin-off which should have no trouble at all satisfying each of the requirements imposed by the statute and the regulations for tax-free treatment. Thus, in our view, while tax issues are always a consideration in deciding whether to proceed with a transaction, it is inconceivable to us that executing the spin-off that Sandell is advocating could, under any theory, "result in hefty (or for that matter, any) taxes." — The Willens Report, March 11, 2016"

""At these multiples, I can't see anybody digesting a business that isn't diversified. With St. Jude, I understood the Abbott acquisition because all of your eggs aren't in one basket, and they were a proven entity. But with Nevro, I don't know that a Stryker or a J&J is going to want to bite off that much. I can't see Stryker making an acquisition in the SCS space. I really can't see it. If Boston Scientific wanted to spin off their neuromodulation business, I think their product portfolio is better than Nevro's. But I can't see it." — Longtime C-level executive in the spinal cord stimulation space"

""If somebody came in today and had traditional back and leg pain from spinal surgery, you can achieve meaningful and significant results with any of the devices. That’s for sure and that includes even some outdated systems that are still on the market." — High volume Nevro loyalist and KOL in the northeast; "There’s not much of a difference between the devices. They’re all the same. It’s like buying a car." — High volume Nevro implanter on west coast; "All these devices are similar. It just depends on the puts and takes with a patient." — Moderate volume Nevro implanter on east coast"

"“And I think you made a comment that there's significant tax leakage around monetization. Is that in the case of spin as well? And then can you provide a little bit more detail or help us quantify a framework for thinking about tax leakage associated with Midstream monetization.” — Goldman Sachs; “I think many Midstream investors don't own PSX stock because of the volatility of the earnings of the other segments. Is that your view as well?...What other things can PSX do to get fuller credit for the stability of the Midstream earnings in your stock?” — BofA"

""The transaction would have been just another [Stryker] tuck-in but we believe the transaction has broader implications for [Stryker] and its plans in spinal robotics." — Analyst Zimmerman, BTIG. "Cardon robotics. So that the elements they were gonna do robotics within that there's, you know, it was a bit of a concept when we acquired it." — Former Stryker Professional Familiar With Cardan. "I can't predict that. Robotics is very difficult to predict, David. I'm just going to take a pass on that." — CEO Lobe In Response To Cardan Availability by NAS 21."

""I question what their future looks like because if they don't have a strategic initiative that is going to gain them market share, it's going to be just hand-to-hand combat in the spinal cord stimulation space. I don't see the market share shifting a lot." — Longtime SCS executive; "I don't think he has an appreciation for what motivates the spinal cord stimulator customer." — Longtime SCS executive; "I know for a fact, on the inside, Grossman has said he's scratching his head over why the stock has done what it's done." — Longtime SCS executive"

""[Management] is unequaled in its efforts to put a positive spin on bad news by accentuating the positive and eliminating the negative.... [I]f free cash flow looks bad, it will redefine it.... [S]omeday we will write a treatise on the psychology of earnings reports and presentations. And Alcoa will be our case study.... I think Alcoa is one of the more blatant spin doctors.... [N]othing ever looks bad in management’s version of the world, where all the news is good news." — Carol Levenson, Director of Research for Gimme Credit, July 31, 2016"

"Keith is definitely a more polished individual but his understanding of the technology that he’s speaking to, and the way that’s going to be received by physicians, is naïve. Grossman describes Omnia as really just the marketing, like the same marketing spin that was being presented at NANS. I don’t think he understands the way that these physicians work and their desire to have new and innovative products. Omnia is not a new or innovative product. It’s basically just a repackaging of an old product. — Former Nevro executive"

"“Some investors are protesting that Darden’s idea of ‘direct engagement’ amounts to returning the phone calls of analysts and investors who agree with its strategy while ignoring calls from dissenters. ‘They’ve got a history of only engaging with investors and analysts who are supportive of their views,’ said one Darden shareholder, who declined to give his name for fear of retribution from the company. ‘If the board is so convinced [a Red Lobster spinoff] is such a great idea, then put it to a vote.’” — New York Post"

"His understanding of the technology that he’s speaking to, and the way that’s going to be received by physicians, is naïve. Grossman describes Omnia as really just the marketing, like the same marketing spin that was being presented at NANS. I don’t think he understands the way that these physicians work and their desire to have new and innovative products. Omnia is not a new or innovative product. It's basically just a repackaging of an old product. — Former Nevro sales executive"

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses. At the same time, it will position the new security company to build scale and make the necessary investments for the future. — Michael W. Lamach, IR Chairman & CEO, Dec. 10, 2012"

""Spinal cord stim has always been approved or used for neuropathy. PDN is just another smoke and mirrors way for Nevro to position their device." — Medtronic regional manager in charge of a large multi-state territory; "Doctors can just say something is neuropathy." — Former Nevro sales executive; "We've been stimulating for diabetic neuropathy for forever, and no, I don't think it's going to be a game changer." — Former regional sales director"

""We think that MHP could evaluate a potential sale/spin of the Education segment (22% of MHP profits). We view the Education properties as relatively low growth (LSD) and low margin (essentially 10-15% since 1995) — which put it at odds with much of S&P Ratings, M-H Financial, and Platts. Education has also struggled in recent years amid tough times for local/state budgets, and lagged competitor Pearson." — J.P. Morgan, August 1, 2011"

"“Nevro has always said you have no choice with lead placement, that everyone has to place the leads at T9/T10... So, each person has a different spinal cord. That's why you've got to do your job, you've got to do paresthesia fishing.” — KOL and high volume implanter; “I don't know how they're going to do both high frequency and paresthesia [low frequency] with Omnia. In fact, I think they're lying.” — KOL and high volume implanter"

"“We ... do not believe the shares will be appropriately valued under the current corporate structure. A difficult decision to spin off its downstream businesses could ultimately be the key.” — Dahlman Rose, September 2012; “Our vertical integration -- producing aluminum, rolling aluminum, and engineering unique and specialized products for our customers -- is a huge advantage.” — Dr. Kleinfeld, China Hands Magazine, July 1, 2013"

"You can only beat on the spinal cord so long before a refractory response happens. Look at drugs – ones that effect the nervous system lead to tolerance. If you take two Vicodin a day you need four a day after 6 months to get the same effect because your nervous system is plastic. The pathological changes that may have occurred in patients with Nevro’s HF10 therapy are being studied. — KOL and former Nevro consultant"

"For the first full transition flight, we chose to keep the aft propellers spinning at very low speeds (200-300 RPM) rather than initiating the 'stow routine' to stop them. Envelope expansion is a step-by-step process. In future flights we will exercise this functionality. You can think of this as being analogous to how, for conventional aircraft, the landing gear may not be retracted on a first flight. — AVweb"

""We think we're about structured correctly for how we see each one of these markets today...I think Fred and Hudson made the point, we did the restructuring for the spin in front, not after. So, we like the size of the organization today, in fact, you'll see a little bit of increase - no, not a little bit. You'll see some investment in the R&D side." — Greg Poling, CEO, GCP Applied Technologies (January 2016)"

"“Rather than say that it's the volume, it's always better to move forward with a better product mix in terms of the profitability.” — Nagamori (Q1 2012 call). “I believe that the capacity question was in regard to spindle motors and in terms of excess capacity there, whereas there are three factories in Thailand currently, the idea is to reduce by one factory.” — Nagamori (Q2 2012 call)."

"I have been a surgical nurse for 40 years and have seen many patients receive SCS...and many, many fail, or return to surgery for fractured electrode wires, misplaced wires, or infected battery pockets...spinal fluid leaks...severe headaches...[they] find out in 2-8 months that they wish they never had agreed to it ... — Anonymous (comment on a blog discussing the WSJ article)"

"DV's Chief Marketing Officer (CMO) is Dan Slivjanovski and his biography says he was CMO and COO at RhythmOne. However, it was formerly known as Blinkx and listed on the London AIM. Blinkx was a spin-out from Autonomy whose founder Mike Lynch was arrested for fraud. While CMO at Blinkx, an influential Harvard professor alleged that the product was defrauding advertisers."

"BP Moves Chief Executive to Lesser Role in Spill Response — The New York Times; Boeing CEO Dave Calhoun to step down in wake of safety issues — Axios; Wells Fargo CEO John Stumpf Resigns Amid Scandal — NPR; 3M Names New CEO Amid PFAS Battles, Health Spinoff — The Wall Street Journal; CEO of Canada's Suncor Energy steps down after latest site fatality — Reuters"

"“At NiSource we had deliberations on whether it was time to spin off the Columbia Pipeline assets rather than keep those in the company because it was a different business. At first there was resistance within the company, but we ultimately elected to split the company, the market reacted very positively to it, and the rest was history.” — Sigmund Cornelius"

"“At NiSource we had deliberations on whether it was time to spin off the Columbia Pipeline assets rather than keep those in the company because it was a different business. At first there was resistance within the company, but we ultimately elected to split the company, the market reacted very positively to it, and the rest was history.” — Sigmund Cornelius"

"Effective Dec 31, 2021 Stryker says it realigned its business and financial reporting around “Orthopaedics and Spine” and “MedSurg and Neurotechnology” – However, months later its website shows three different product groupings, and “Spine” appears under both Orthopaedics and Neurotechnology. Clicking on the “Spine” links go to the exact same product page."

"On the other end, the spin/sale of the Midstream business is by far the single largest source of potential value creation ($40B-$45B of proceeds at a potential multiple - 10x - that offers by far the largest multiple uplift/arbitrage), but is also the strategy to which the management has been the most strongly opposed. — Piper Sandler, February 2025"

"Spruce Point has taken a balanced view when analyzing the animal health sector, having identified what we believe is both an over-hyped low-quality company as a short opportunity (PetIQ: PETQ) and a well-positioned beneficiary of a corporate restructuring transaction presenting a long opportunity (Henry Schein: HSIC spin-off of Covetrus: CVET)."

"Though Stryker's acquisition of Mako Surgical in late 2013 made it an early mover into the robotic-assisted surgery space, nearly all of its major competitors such as Zimmer, Smith & Nephew, Medtronic, J&J and Globus Medical have followed with acquisitions of competing systems covering not only knee surgeries, but also spine applications."

"“The proposed spin-off of Aabaco Holdings, Inc. ("Aabaco Holdings") is not Yahoo's best alternative. Instead, you should be exploring a sale of Yahoo's core Search and Display advertising businesses ("Core Business") and leave Yahoo's ownership stakes in Alibaba Group and Yahoo Japan in the existing corporate entity.” — Starboard Value"

"Given what we believe to be management and the Board's history of questionable decision making, how can shareholders trust the Company to rush this critical decision when management repeatedly refuses to share one of the most important assumption affecting the value that shareholders should expect to receive in a Red Lobster spin-off?"

"Spruce Point has developed concerns over the Company’s aggressive accounting practices, several connections to high-profile actual and alleged fraud cases (e.g. an Enron spin-off, Qwest Communications, and Granite Construction) among its board, and its CFO who was previously sued over an alleged breach of fiduciary duty."

"I have been a surgical nurse for 40 years and have seen many patients receive SCS...and many, many fail, or return to surgery for fractured electrode wires, misplaced wires, or infected battery pockets...spinal fluid leaks...severe headaches...[they] find out in 2-8 months that they wish they never had agreed to it ..."

""Insurers are making it even harder. Getting approval for spinal cord stimulation is the hardest it has been. In some local code determinations, they're making doctors send the patient to a neurosurgeon who writes a letter stating the patient is not a candidate for spinal cord stimulation." — KOL, high volume implanter"

"TIP REIT will be required to fund land capex for the first two years after the spin-off. Thereafter, TIP REIT will be Target Corp’s land developer through its Preferred Vendor Agreement. As such, Target Corp will generate significant free cash flow and will likely deleverage to an A-/A3 ratings profile after two years"

"Mercury is now spinning excuses for gross margin contraction as related to acquisitions...while not quantifying any added costs related to the loss of its small business designation, DFARS compliance requirements, or potential recalls and/or new product costs related to replacing Supermicro as a technology partner."

"Our U.S. Trauma and Extremities business grew 6.7% on a comparable basis with strong growth in our plating products combined with double-digit growth in our upper extremities business. Spine declined 6.6% organically in the U.S., primarily resulting from COVID disruptions to their business. — Stryker CFO"

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses."

"“And I think you made a comment that there's significant tax leakage around monetization. Is that in the case of spin as well? And then can you provide a little bit more detail or help us quantify a framework for thinking about tax leakage associated with Midstream monetization.” — Goldman Sachs"

"the businesses were "smushed together" for the spin-off and "operationally behind the scenes there were a lot of growing pains in terms of how to harmonize these businesses" — Former high-level executive. "bit of a rat nest that spun out in terms of those back office systems" — Former executive."

"Land and Buildings sees 70% upside to a base case net asset value of $33 per share, and up to 180% upside in a bull case, that can be realized through a REIT conversion, a tax free spin-off of a lodging C-corp, and a reduction of leverage through asset sales and an MGM China special dividend."

"To create the most value from a “Land-only” REIT spin-off, a retailer must meet certain criteria including very high land ownership, predominantly U.S.-based real estate and retail sales, strong square footage growth in the U.S., and low valuation multiples. Target meets ALL of these criteria"

"The proposed spin-off of Aabaco Holdings, Inc. is not Yahoo’s best alternative. Instead, you should be exploring a sale of Yahoo’s core Search and Display advertising businesses and leave Yahoo’s ownership stakes in Alibaba Group and Yahoo Japan in the existing corporate entity."

"The following assumes that Bob Evans separates BEF Foods and Restaurants through a tax-free spin-off of its Restaurants business; that is, the existing parent company Bob Evans effectively becomes the stand-alone BEF Foods business and thus a pure-play packaged foods company"

"In a 2015 opinion column in the El Diario newspaper, former Mines Minister and private mining industry consultant Jorge Espinoza publicly accused Prophecy Development Corp. (now OTC:ELEF) of manipulating mineral values at its Pulacayo-Paca prospect, near the city of Uyuni."

"Israel's Delek Mulls London Listing for Major Gas Holdings — Bloomberg, March 2019; Israel's Delek Drilling files for London Stock Exchange spin-off — Reuters, November 2020; Israel's Delek Drilling aims for London listing of restructured company — Reuters, May 2021"

"The HbA1c and fasting glucose figures explicitly cited in the paper to support this claim appear to be pulled from thin air, as we analyze on the next page – and that HbA1c and fasting glucose stay elevated, do not return to baseline, and spin out of control."

"Prior to Starboard's first public letter to the Company on December 21, 2011, AOL's stock price had materially underperformed both the broader equity markets and its Peer Groups over almost any measurement period since its spin-off from Time Warner Inc."

"Both the increasing rate of insurer denials and doctors therefore "not wanting to do spinal cord stimulators as much" were recurring themes of KOL interviews. Implanters indicated it's only a matter of time before reimbursement gets "hammered again.""

"If Solventum returns to these pre-spin performance levels, we believe shares could be worth ~$140 by year-end 2027... We view this as an undemanding case and expect management to be able to drive better performance than how it performed inside of 3M"

"In negotiating this agreement, TWX did not appear to consider a number of other potential alternatives, including a spin-off, spin-merge or sale of the entire AOL business that could have achieved higher value for TWX shareholders and the Company."

"Therefore, because it is assumed that Content has the lowest tax basis, retaining Content as the Parent would enable Content to more meaningfully contribute to the funding of the share repurchase program than if Content were to become a SpinCo."

"Numerous KOL's pointed to tolerization as a reason for high frequency's failure, suggesting that Nevro's device overwhelms the spinal cord with current, which backfires by resulting in a faster adaptive response than traditional stimulators."

"Following the spin-off of beverages and creation of a pure-play confectionary business in 2007, Cadbury increased its 2010 operating profit margin to a level 400 bps above what Wall Street analysts had forecast prior to the separation."

"“When Nevro launched in 2015, I was really interested in the data and how much better it worked than regular spinal cord stimulation. So I used it and I was very impressed with it in the beginning.” — High volume implanter and KOL"

"On the date of Pershing Square's exit, GGP, including a shareholder's interest in the Howard Hughes and Rouse spinoffs, traded at more than 100 times the price at which we first began accumulating our position in November 2008"

"On the date of Pershing Square’s exit, GGP, including a shareholder’s interest in the Howard Hughes and Rouse spinoffs, traded at more than 100 times the price at which we first began accumulating our position in November 2008"

"On the date of Pershing Square's exit, GGP, including a shareholder's interest in the Howard Hughes and Rouse spinoffs, traded at more than 100 times the price at which we first began accumulating our position in November 2008"

"“...Spin-Offs (tracked through the Bloomberg US Spin-Off Index) have generated a 64% price return vs. 20% for the S&P 500 over the last five years (+26% vs. +17%, year-to-date)” — Goldman Sachs, SOTP Handbook, 5/23/2013"

"While we are not specifically advocating one option over the other, a spin-off of Bob Evans Restaurants merits further discussion and we believe a spin-off of Bob Evans Restaurants could be effected on a tax-free basis"

"Peloton didn’t invent computerized exercise equipment that could let users compete remotely with other users. Nor did it invent the touchscreen, the exercise bike, spin classes or on-demand programming. — Bloomberg Law"