Callouts & quotes from 26,677+ activist slides

"MedSec demonstrated two types of potentially catastrophic attacks: "crash" attacks that remotely disable cardiac devices, and in some cases, appear to cause the Cardiac Device to pace at a dangerous rate, and a battery drain attack that remotely runs Cardiac Device batteries down."

"We believe there are buyers interested in acquiring a package of all or a significant portion of Darden's real estate at a highly attractive valuation, and that those buyers would not be interested in purchasing real estate from New Red Lobster at a similarly attractive valuation."

"If management is in fact desperate to secure a deal, it is perhaps even more likely that the Company would entertain a demand by Advent to renegotiate the terms, lest it be forced to find a new acquirer amidst unprecedented economic uncertainty as a recently-failed take-out target"

"PGNY has failed to meet fertility benefit revenue expectations set when it went public. However, the rapid adoption of the pharmacy benefit by existing customers has offset those misses. Importantly, we believe there is little juice to squeeze from pharmacy adoption going forward."

"Assuming Target were to rent its owned real estate and using a 7.0x ’08E EBITDA multiple on the pro forma retail business, the 20-day trading average stock price of $40 implies only $13bn of value for Target’s owned real estate, a significant discount to book and replacement value"

"Spruce Point believes that acquisitions have brought between $10-25M in incremental inorganic sales per quarter to Verint through the last three years. Acquisitions could generate another $125M in inorganic sales through FY20 even if management conducts no further M&A during FY20."

"The Company's opposition to Proposal 6 indicates that its current Board does not truly wish to have all Phillips 66 directors elected annually, and that it would instead prefer to continue enjoying the protections that a staggered Board provides against shareholder accountability."

"NSK, NTN, JTEKT, U.S. Steel, and AK Steel are unsuitable peers for TKR. Although Altra and Kennametal are adequate peers, they are substantially less similar to TKR's bearings business than SKF, but their inclusion in a broader peer group does not alleviate TKR's trading discount."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"VFC provides a white labeled front-end online pharmacy to all of its vet partners (see below). VFC shares a portion of the revenue with the vet, allowing them to recapture a previously lost revenue source. VFC provides recommendations to vets in order to keep pricing competitive."

"Spruce Point has analyzed Generac's warranty reporting and has serious concerns mirrored by numerous consumer complaints, product recalls, and reported injuries. We observe that warranty payments, provisions, and liabilities are increasing faster than its recent organic revenues."

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"To combat these issues and improve the value proposition for customers, we believe it is time for the Company to take the first step towards implementing a multi-price point strategy and begin a wide-scale market test of additional price points in its Dollar Tree bannered stores."

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"Solid-state experts indicate that the reliance on single layer data is a “glaring” red flag and too little even for a VC investment: “after all the capital that has been invested, why are they only showing single layer data?”; just a double-sided cathode, not even a true battery."

"We believe Tempus's decision to change its billing practices by separating DNA and RNA sequencing into distinct CPT codes raises ethical concerns, as the Company is now charging more for what is essentially the same procedure it historically performed under a single billing code."

"We do not believe the current Board’s proposed slate, which includes 4 incumbent directors who have overseen massive shareholder value destruction and appalling corporate governance practices, has the operating record or shareholder-friendly mindset required to turn around Darden"

"It is unconscionable that the Darden Board would allow the Company to sell its Red Lobster business for what amounts to a 'fire sale' price after shareholders clearly indicated that they did not want the Company to enter into a transaction unless it was subject to their approval."

"Previously, Ding Xiaozheng was also the representative of the now-closed Huangpu branch of Shanghai Anchi, which is another distributor that has been previously identified in our interviews with former ANTA senior managers as being a subsidiary company held outside of the ListCo."

"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"

"It will be acceptable to indicate eventual possible appreciation in the event of confidence returning to such a degree as to produce unduly rapid monetary expansion, but such an indication must carry complete conviction that the rate would only ever be adjusted in that direction."

"Numerous commission [HK’s Commission on Strategic Development – One of the HK government’s most prominent] members who, in Fung’s words, ‘have the ear of senior officials’ are arguing that the HKD-USD peg should be floated shortly after the Chinese RMB surpasses the HKD in value."

"It appears that Saputo keeps flip-flopping its reporting of Total waste and Total food waste. Optically, Saputo now reports significantly lower overall waste. However, it did not change its definition for Total food waste in its reporting section. Total waste now excludes sludge."

"Because of the substantially lower risk of predicting lots sales in mature MPCs (it is effectively inevitable, although subject to macro factors in the short term), we believe one should use very low discount rates to discount future cash flows from lot sales in HHC’s mature MPCs"

"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."

"Using our most conservative assumptions, and assuming the conversion of all unsecured debt into equity at the cap rate implied by GGP equity's current fair market value of $380mm, equity need only retain 5.5% of the post-reorganization company to break even at today's stock price"

"Lazard also reviewed other approaches such as the (1) repurchase of shares only and (2) the separation of TWC and repurchase of shares. Both approaches appear to provide significantly fewer corporate benefits and create less value compared to the value created through Separation."

"Spruce Point generally likes the BPO space tied to the digital company, but believes there are better horses to bet on with more attractive relative value and lower risk. Specifically, Spruce Point favors Concentrix and Majorel and is long both securities, while being short TASK."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."

"We believe these revenue streams in total (interest on term loans, float revenue, financial supplies, royalties, and revenue-sharing income) could total nearly $600 million over the next year. Simply valuing this revenue properly at 1x yields 3% downside for Intuit's stock price."

"We estimate Casino's LTM leverage ratio is 8.9x. Ideally, a company consolidating results of proportionally-owned companies has the debt spread out among the consolidated companies. That is not the case with Casino - there is a massive gap between what is owned, and what is owed."

"The scientific claims made in OrthoSensor's press release cites various studies led by individuals with deep ties to Stryker. In fact, the top three contributors to key references have been paid over $10 million by Stryker, mostly for licenses and royalties tied to Mako Surgical."

"Our interactions with a significant quorum of other shareholders holding BHP shares worth tens of billions of US$ have revealed extremely broad and deep-rooted support for pro-active steps to be taken by management to achieve an optimal value outcome for BHP's petroleum business."

"Warning: MGNI doesn't put earnings call commentary in its 10-Q when discussing revenue trends (eg. Political election, live sports) and is now warning about lower take rates from CTV. MGNI also did not put its apparently strong Q4 commentary in the 10-Q, unlike the prior quarter."

"Warning: Starting in 2017, Rubicon said it sought to diversify its customer relationships, yet ever since its top two customers have grown as a percentage of accounts receivable. In fact, post-merger with Telaria, its top two customers now account for a record 46% of receivables."

"In our opinion, building a solar farm of 76-77 MW (or 94 MW) that produces energy equivalent to a 49.9 MW facility would at best yield a low-single-digit IRR and would certainly represent a heavily loss-making project for shareholders, regardless of the capital structure adopted."

"When compared to peers, Limbach has among the lowest NTM RPO as a percentage of estimated NTM revenue. This could imply a weaker forward revenue base, shorter project durations, or less visibility into future revenue, potentially signaling elevated revenue risk relative to peers."

"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."

"The ports business is a highly profitable business, recording margins significantly higher than the European freight business - we estimate BOL's ports business generates EBITDA margins of approximately 40%, vs. an estimate of approximately 5% for its freight forwarding business."

"The overwhelming sense in the company is they are fudging the numbers. I couldn't really get a sense whether that - basically, they're clouding, obfuscating, fudging the numbers around two things: how many patients are on drug at any one time and what is the discontinuation rate."

"The overwhelming sense in the company is they are fudging the numbers. I couldn't really get a sense whether that - basically, they're clouding, obfuscating, fudging the numbers around two things: how many patients are on drug at any one time and what is the discontinuation rate."

"In contrast to Archer's choice of test location, above image shows the Joby S4 N544JX landing at their chosen test location. Image shows an austere test site, with no surrounding buildings or people – a typical and responsible test location for testing of an experimental vehicle."

"However, even more worrisome we see that it added language about "significant legal proceedings, claims, lawsuits or government investigations." We will illustrate highly shady practices by both Generac and its distributors that could be the basis for a government investigation."

"In 1994, season passes to Six Flags Great Adventure in Jackson, New Jersey averaged $75... Fast forward 25 years to 2019, and we were still charging an average of only $75 for our season pass. Despite the fact that we have invested hundreds of millions of dollars in our parks..."

"Even if the science was real, ex-employees and experts indicate skepticism and “roadblocks” about scaling from coin-size test samples to EV-level capacity and energy density, and reject that QS could flawlessly manufacture square miles of solid separator needed without dendrites"

"I am excited to apply my previous experiences turning around underperforming companies to Hess. The prospect of working with management to transform Hess into a highly motivated organization that consistently delivers top quartile results is an opportunity I could never pass up."

"Tempus executives, directors, and shareholders have a history of working together to promote disruptive technology companies with large market potential. However, one common theme is that each company blind-sided investors with restated financial results and a material weakness."

"Starboard along with its independent directors stabilized a terribly mismanaged business and laid out a credible plan to improve financial performance, which ultimately resulted in a successful and value enhancing sale of the company to a highly complementary strategic acquiror."

"Spruce Point believes there is significant downside risk to Xylem’s share price as its premium multiple is reconsidered by institutional investors in the face of abandoning its 2025 targets and the Evoqua acquisition at both an extreme valuation and under troubled circumstances."

"Only Arconic's management would suggest there is “Little to No Cost Opportunity” when their own math demonstrates that Arconic (a scale player) is at best in-line against “Top 10 w/Avg” which in most of these categories includes a significant number of small sub-scale producers."

"Elliott has engaged Mr. Lawson as a consultant on its investment in Arconic and believes that Mr. Lawson should be a leading candidate to become the Company’s CEO, as he has the ideal set of skills needed to turn around Arconic’s woefully and continually underperforming business"

"We believe Edgewater's Board and management team cannot be trusted as stewards of the Company or to complete proper due diligence on any future transaction considering they failed to discover fraudulent and illegal activity within the Company's second largest acquisition to date"

"He indicated that Twist's lack of quality control would be “a disaster for a pharma company,” suggesting its quality was inferior to even Chinese players – and that the product issues preventing it from selling into pharma were unique to Twist, as its competitors all sell there."

"Most of the Company's independent Directors have been on the Board for at least 8 years (average/median tenure of approximately 9 years), and rather than being "agents of change," they have overseen the Company at a time during which it has significantly underperformed its peers"

"WD-40’s valuation relative to its own selected peers set of specialty chemical and auto part distributors exposes its extreme valuation. Its valuation becomes even more expensive once it becomes evident that overly aggressive estimates for 2020-2021 will be difficult to achieve."

"HIMS runs a pop-up for its combination finasteride + minoxidil product on its blog discussing FDA-approved hair loss treatments. On its hair loss main page, it touts “FDA-approved treatment options” and a picture of a man using the same product. This product is NOT FDA-approved."

"We believe that the this image is maintained in part by the ambiguity of the Company, which makes it difficult for analysts and investors to dig into the business critically without doing a good deal of homework, and thus limits the amount of pushback that management might face."

"Consistent with Saputo's decision to stop providing Canadian market share figures on cream and fluid milk, we also notice a subtle change recently made in its language. Looking carefully, we observe that Saputo stopped describing itself as "The Leading" to "A Leading" processor."

"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 Company’s method uses an in-group median rather than average. This sets up a scenario where the refining impact is always coming from average of CVR, Delek, HF Sinclair or PBF. This means that Phillips 66 is only comparing its performance to inappropriate small cap refiners."