Callouts & quotes from 109+ 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 That’s for sure and that includes even some outdated systems that are still on the market."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)"

"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"

"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"

"“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"

""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"

"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"

"“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."

"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"

"“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"

"“...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"

"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"

"“is becoming increasingly competitive” — A longtime C-level executive in the spinal cord stimulator space; “never seen anything like it”; “very exciting”; “the best tonic data ever”; “beats Nevro’s data.” — KOLs"

"While we commend Baillie Gifford (love those people) and early investors, right now we are looking at a share structure and an investor base that is more interested in spinning a casino wheel. — Citron Research"

"According to a former executive we spoke with, these were legacy issues which were not likely to have been completely unknown by the management team from the 2018 spin-off."

"Electrical spinal-cord stimulation for painful diabetic peripheral neuropathy — Solomon Tesfaye, Jonathan Watt, Susan J Benbow, Kiang A Pang, John Miles, Ian A MacFarlane"

""Expedia to Spin Off TripAdvisor" — Scott Morrison, Wall Street Journal. "Barry Diller sells shares in TripAdvisor, steps down as chairman" — Business News."

"Expedia to Spin Off TripAdvisor — Scott Morrison (Wall Street Journal). Barry Diller sells shares in TripAdvisor, steps down as chairman — Business News."

"Spinal Tap, the fictitious 1980’s rock band and Nevro parable, explains the science behind the company’s “high frequency“ spinal cord stimulator."

"“These deficiencies have resulted in serious injury to tens of thousands of patients” — Consumer group warning regarding spinal cord stimulators."

"the Company could create a REIT spin-off that holds most – but not all – of the real estate assets. — Independent Covenant Review"

"“If the board is so convinced [a Red Lobster spinoff] is such a great idea, then put it to a vote.” — New York Post"

"“Vivendi is totally against the spin-off of Telecom Italia network” — Arnoud De Puyfontaine, CEO and TIM director"

"EXPEDIA TO SPIN OFF TRIPADVISOR — By Scott Morrison, Updated April 8, 2011 12:01 am ET"

"“Japan eyes tax break for spinoffs.” — Nikkei Asian Review, Nikkei. 19, November 2016."

"Expedia to Spin Off TripAdvisor — Scott Morrison, Wall Street Journal (implied)"

"This one goes to eleven. — Christopher Guest (referencing This Is Spinal Tap)"