"The Arconic stock price increase caused by the shareholder call for managerial change occurred on the back of a material increase in trading volume, further highlighting that the market believes Arconic is worth more without Dr. Kleinfeld at the helm"
Callouts & quotes from 529+ activist slides
Every emphasised callout and every pulled quote, extracted slide-by-slide. Search by keyword, filter by slide type or by source.
"Spruce Point believes that current market data services fail to account for significant cash liabilities tied to unpaid taxes, product recalls, and unfunded employee compensation plans. We believe debt is $3.4 billion more than data services report."
"Spruce Point believes that CLEAR has a history of aggressively promoted Free Cash Flow. For example, it even used to add back the value of share repurchases over fair value, which is a highly unusual adjustment that Spruce Point has not seen before."
"Spruce Point believes that there is a high probability that, come next week, these two hospitals will elect not to renew their current terms beyond Sep 2020, and will instead demand higher sharebacks from Premier or elect for another GPO entirely."
"Starboard believes Mr. Cwynar’s experience as the former chief executive officer of a semiconductor product and licensing company, as well as his technology and engineering background, will enable him to provide invaluable oversight to the Board."
"...however, Elliott believes that BMC's significant underperformance is due to a deficit on the Board of relevant and timely experience in Enterprise Software, emerging business models ("SaaS" and "Cloud"), and critical skillsets (Large Cap, M&A)"
"There is almost universal agreement that WSP's share price is a Buy; what could go wrong? Spruce Point believes that none of the analysts have conducted a rigorous forensic analysis to question the quality of WSP's recent earnings and cash flow."
"Spruce Point believes that when customers cut fees, suppliers and partners are typically expected to make concessions. We observe that MSCI's fees linked to equity ETFs have been in perpetual decline with further risk to the downside over time."
"Spruce Point believes that Rollins is experiencing more intense competition but is not directly acknowledging it. Rather, we believe they are telegraphing the issue through more frequent discussion of advertising and customer acquisition costs."
"Spruce Point believes it is a huge red flag that Bunge failed to provide revenue projections for Viterra in its proxy statement which it likely had formulated if it were able to provide Adj. EBIT, EBITDA and Unlevered Free Cash Flow estimates."
"PLUG likely would not have been able to secure these deals without offering warrants to Walmart and Amazon. Yet management believes that it should get full credit for this as revenue, AND that the warrants should not count against gross profit"
"Spruce Point begrudges Rollins’ cavalier treatment that an $8 million civil fine related to accounting management charges should be added to EBITDA and believes it should increase investors’ skepticism about its financial reporting practices."
"Spruce Point believes that, as management attempts to support future growth by transforming Dropbox into a more premium product, it risks chasing away its core customer base, which values it primarily as a simple and low-cost storage option."
"Spruce Point believes the voting control paired with exceptionally long tenured directors has effectively turned the Company's Board into a "good old boys club"; four of Zillow's seven independent directors have been on the Board since 2005."
"Spruce Point believes there are intercompany sales and purchases between Xylem and Evoqua, as well as competition overlap, but that the merger proxy fails to adjust for these transactions when depicting the pro forma combined organization."
"Spruce Point believes that WSP's backlog is one of the least descriptive among its global peers. Furthermore, unlike Canadian counterparts Stantec and AtkinsRealis (SNC-Lavalin), WSP's backlog differs from remaining performance obligation."
"Spruce Point believes the market is under-estimating the likelihood of rising churn from recent price increases, sales and marketing costs to acquire new customers, and increasing deferred capex / lease repayment costs in the coming year."
"Beyond questioning the novelty of the HYDROS “AI”, one surgeon even believes that the added workload of a surgeon using HYDROS might actually LENGTHEN procedure time. This calls into question one of the bull case arguments around HYDROS."
"Spruce Point believes that frequent segment shuffling is a classic red flag and we find that Zebra has made multiple shuffles. When we evaluate the revisions, we see that it has twice moved product lines that exhibited declining margins."
"Spruce Point believes that this reflects the sell side's lack of understanding of the business' true underlying economics: analysts' price targets reflect a level of earnings power which the Company cannot sustain through the long-term."
"Spruce Point believes investors should carefully consider that in the past three years, related-party distributions have exceeded the total investment made in the Company through capex, R&D and acquisitions by approximately $44 million."
"Elliott believes Phillips 66 is deeply undervalued. We see $19bn of trapped value relative to sum-of-the-parts value of its assets and another $7bn of value from improved operations and additional value from the sale of non-core assets"
"Spruce Point believes all of Rubicon Project's growth opportunities have petered out or failed to materialize. This explains why we believe it needed to seek a merger partner in Telaria, which had at least one revenue driver being CTV."
"Ancora believes Mr. Wolf's extensive leadership experience, together with his management and financial experience, will enable him to provide the Company with valuable executive insights will make him a valuable addition to the Board."
"Starboard believes the Series A Financing has no bona fide business purpose given the Issuer's substantial cash balance and was done solely to entrench the Board and "buy the vote" ahead of a potential election contest with Starboard."
"Spruce Point believes there is significant downside risk to Monster's share price as its premium multiple is reconsidered by institutional investors in the face of our strong evidence to indicate that it is masking growing pressures."
"Pershing Square believes Herbalife is a pyramid scheme because, among other reasons, distributors earn more than 10 times as much from recruitment as they do by selling the company’s overpriced products to bona fide retail customers."
"Spruce Point believes LSPD purposefully avoids talking about quantifying payments margins. Even when asked directly by analysts, management gives long-winded answers and indirect responses suggesting things are fine and will improve."
"Pershing Square believes Herbalife is a pyramid scheme because, among other reasons, distributors earn more than 10 times as much from recruitment as they do by selling the company’s overpriced products to bona fide retail customers."
"Spruce Point believes that Stryker's inability to raise prices to offset inflation speaks volumes about the quality of its business vs. peers. Most are sticking to margin improvements despite inflationary and supply chain headwinds."
"Spruce Point believes that FND has a hidden form of debt within its Supply Chain Finance program. We observed that it modified disclosure language to reference amounts owed to financial intermediaries from amounts due to suppliers."
"Spruce Point believes there is significant downside risk to RELY’s share price as its premium multiple is reconsidered by institutional investors in the face of our strong evidence to indicate that it is masking growing pressures."
"Spruce Point believes there is significant downside risk to ROAD’s share price as its premium multiple is reconsidered by institutional investors in the face of our strong evidence to indicate that it is masking growing pressures."
"Spruce Point believes GFL obscures what it is paying for “platform” deals because it has substantially overpaid. Instead, it points investors in its IPO document to an “average adjusted” EBITDA multiple of 7.0x for over 100 deals"
"It seems Zillow's management believes Flex and MBP can coexist in the same markets. We believe Zillow is walking a very fine line and our research indicates that it will be difficult for the two models to coexist in the long run."
"Spruce Point believes there is significant downside risk to DY’s share price as its premium multiple is reconsidered by institutional investors in the face of our strong evidence to indicate that it is masking growing pressures."
"Spruce Point believes there is a certain comedic humor in the ratings and price targets of MSCI. Notably, one of the highest price targets on the Street is Morgan Stanley, who recently upgraded the stock calling it a “Top Pick”."
"Spruce Point believes the market is miscalculating Porch's market capitalization by not having the correct share count. Its valuation and stock multiples are much higher after taking into account warrant and option adjustments."
"Spruce Point believes that much of MSCI's core index business has been commoditized and that its "New Growth" areas require a transformation which we believe will ultimately prove too difficult and costly for MSCI to surmount."
"Spruce Point believes that current market data services fail to account for significant dilutive securities (options and RSUs), new operating lease commitments, and the liability to the Digital Transformation Institute (DTI)."
"Spruce Point believes BR is retroactively reducing segment margins, notably in its Global Technology and Operations segment by approximately 80 - 90 basis points, with a reclassification involving foreign exchange allocation."
"Spruce Point believes that any failure by management to disclose its full financial outlook to prospective buyers could, at the very least, provide sufficient grounds for Advent to ask Forescout to renegotiate the deal price."
"Value Proposition: Trian believes Mr. Myers' qualifications to serve on DuPont's Board include the knowledge and experience he has gained while serving in various management positions for over 35 years with General Electric."
"Value Proposition: Trian believes Mr. Myers' qualifications to serve on DuPont's Board include the knowledge and experience he has gained while serving in various management positions for over 35 years with General Electric."
"Starboard believes Mr. Rice's extensive experience in business strategy, general management, global sales, marketing, product management and business development, will enable him to provide invaluable oversight to the Board."
"Greenlight believes that Allied may be using the tax definition rather than the GAAP definition of realized losses. Greenlight estimates that Allied has deferred over $65 million in charge-offs by not following this method."
"Spruce Point believes change is required at Maxar Technologies (Nasdaq/TSX: MAXR). Based on our research, we believe CEO Howard Lance should resign for inflating Maxar’s earnings through an aggressive M&A accounting scheme."
"Spruce Point believes there is significant downside risk to WSP’s share price as its premium multiple is reconsidered by institutional investors in the face of our overwhelming evidence that it is masking growing pressures."
"Spruce Point believes it is customary for large and global U.S. public financial reporting peers to disclose how much cash and equivalents are held outside of the U.S. in foreign subsidiaries or permanently invested abroad."
"L&B believes that a separation of the SIX real estate could drive 50% upside to the shares today and over 100% upside is possible in the next 18 months as operational performance improves and EBITDA sees significant growth"
"Spruce Point believes Evoqua concocted a highly unusual earnout structure whereby it assessed a high probability that Mar Cor would fail to hit its sales targets, thereby manufacturing almost $5 million of EBITDA benefits."
"Spruce Point believes that, with so many now obtaining FDA approvals, third-party labs are, as a whole, quickly achieving the scale and credibility necessary to pose a serious threat to established clear aligner producers."
"Spruce Point believes that, with so many now obtaining FDA approvals, third-party labs are, as a whole, quickly achieving the scale and credibility necessary to pose a serious threat to established clear aligner producers."
"Spruce Point believes projections from “all other customers” ex: Baker Hughes embedded in sell-side estimates are simply too high given significant employee turnover across verticals and regions, and our backlog analysis."
"Spruce Point believes the current consensus estimates incorporate significant improvement in revenue since the deal was announced on Jan 23rd (either through fundamental improvements and/or aggressive revenue synergies)."
"Based on conversations with investors, we think the market believes that TCO is spending $500M, or 100% of the total expected investment in Beverly Center, to merely preserve 2015 NOI when the project stabilizes in 2020."
"Spruce Point believes that, after a recent period of strong growth as surgeons have shifted away from tPA, Penumbra's U.S. peripheral thrombectomy sales growth will flatten as the existing market becomes more saturated."
"Spruce Point believes the evidence of Xylem’s struggles can be seen by carefully evaluating its working capital metrics. Days inventory outstanding (DIO) and inventory to sales have increased markedly and are at highs."
"As a result of this poor performance, Elliott believes that new leadership is required at Southwest, which represents the most compelling airline turnaround opportunity in the last two decades, according to the letter."
"Spruce Point, however, believes that bulls have far too naïve a view of Align’s market opportunity, and that they overlook material barriers which will make it difficult for the Company to expand into both sub-markets."