Callouts & quotes from 398+ activist slides

""Hess's near-term strategic outlook is fairly clear-cut: the company must improve. [Hess] will need to regain project management credibility after disappointing results..." — Bank of America (January 6, 2004); "Having lagged the recent rebound in the sector—adding to what has been long-term secular underperformance..." — Goldman Sachs (December 9, 2003); "We believe Hess had four issues it needed to overcome: Top management was not as strong as at its competitors; E&P asset base was very mature and short-lived; Balance sheet was weak; Capital discipline was expressed in words, but not practiced in actions." — Goldman Sachs (December 9, 2003); "Will perpetual restructuring mode ever end?" — Goldman Sachs (October 14, 2003); "Hess released another quarter of disappointing earnings...While offshore development delays are not uncommon for large oil and gas projects, Hess has consistently disappointed the market with operational performance over the past several quarters." — Bank of America (July 29, 2003); "[Hess] a company that we consider the most fundamentally flawed E&P or integrated in our investment grade universe... Unfortunately, these days a lack of astoundingly bad news is cause for celebration!" — Morgan Stanley Credit Research (May 1, 2003); "With below cost of capital ROACE, high upstream costs, and strategic impediments due to recurring high debt levels, we believe the Hess shares should continue to trade at a material discount vs. the integrated peer group. Moreover...we remain unconvinced that the company's planned upstream growth will lead to improved profitability and returns." — UBS Warburg (April 30, 2003); "The burden of high debt levels and low returns, with abandoned targets and a weak near-term production profile, leaves the management in need of reestablishing credibility and share price performance." — Deutsche Bank (April 8, 2003); "The material erosion of shareholder equity so soon after the completion of these two acquisitions is a clear disappointment... [It] also must raise questions as to the acquisition due diligence process within Hess...We believe investors' confidence in the company has been materially undermined..." — UBS Warburg (February 3, 2003)"

"CHAIR—I understand that. We heard evidence yesterday in Kalgoorlie about investment schemes that we know have failed, such as Servcom, Oracle and Satcom. Not only have the investors got into a situation where they are confronted with tax debt but they are also being issued notices from one particular company, Servcom, with regard to that company seeking repayment of the loans or other payments associated with the scheme. I think it is a very serious issue; it is one that people such as you ought to give a lot of thought to. Mr Atkinson—I think in fairness—and I think this is what Kevin was saying—at the same time you have to look at the successes in the managed investment industry. Timbercorp was one of the top three most successful listed companies, if not the most successful, on the Stock Exchange in the latter half of the nineties. You have to look at the wine industry in the south-west of Western Australia. You have to look at Barkworth Olives and the absolute growth in the olive industry, which was almost non-existent six or seven years ago. I think it is very important to note that, without discriminating on a project-by-project basis, you cannot be seen to be giving a fair treatment of the industry. There are projects that have failed but, equally, there are projects that have been very successful and there are projects whose commercial viability is imperilled by only one thing, and that is the tax office's treatment of investors in that project in the last two years. — Senate Hearing Transcript"

""The company did find interesting opportunities to invest within its own portfolio by providing senior and subordinated capital to existing portfolio companies. The availability of senior debt capital from traditional sources, such as banks, continues to be scarce, and the company had several opportunities to purchase senior or subordinated notes at a discount from lending institutions looking to liquidate or reduce middle market portfolios." — Allied Capital April 23, 2002 earnings press release. "There’s been a couple of portfolios where people have chosen to go out of the business and as we’ve said repeatedly, our business is that of mezzanine investments with a long term illiquid asset class and when people need to engage in a fire sale of assets, those are typically traded at a discount and last quarter we purchased some sub-debt at a discount. And that was simply because of the fire sale phenomenon. It had nothing to do with the credit quality of the companies whose debt we were buying. In fact, it was a huge opportunity for us and very good for the shareholders. Now in cases where we were buying down senior debt where we have a subordinated debt investment, we recapitalize the business and write down the subordinated debt appropriately to reflect the overall value of the business. So it’s not a question of us buying down senior debt at a discount and leaving the sub-debt in place at its previous structure and value. That simply does not happen." — Mr. Walton, May 16th conference call."

""It illustrates when you have a down market like the refining sector has been in the last couple of quarters, how important having a diversified portfolio and a diversified value chain is to a business like ours." — Q2'16 Earnings Call, 7/28/16; "Across that entire complex, we were able to really lessen the amount of RIN exposure....[T]hat gives us tremendous advantage having all of these options in order to be able to meet or exceed our RIN requirements." — Barclays CEO Conference, 9/6/16; "$1 billion of cash flow, of EBITDA within Speedway takes care of all of our dividends and takes care of all of our interest on the debt." — Barclays CEO Conference, 9/6/16; "Speedway is MPC's most ratable distribution channel, provides a solid base to enhance overall supply reliability and allows us to optimize our entire refining, pipeline and terminal operations." — Q2'16 Earnings Call, 7/28/16; "In periods of volatility...we have a great flexibility and optionality to be able to move our products into the market, away from those markets, probably faster than anyone else in our business. And of course, that leads to a synergy or that leads to the value." — Barclays CEO Conference, 9/9/15; "Our large integrated platform provides us excellent access to price-advantaged domestic crude oil and low-cost natural gas." — Q1'15 Earnings Call, 4/30/15"

"We ended up selling our entire position in DND. I simply couldn’t stomach the risk that management wouldn’t try to pull something in the midst of your activist campaign. — Former shareholder (Sept 2024); Matt keeps saying he wants to delever the balance sheet to 4x but in the meantime, he keeps making acquisitions and increasing the leverage. We have told the Board for years they need to pay down debt, but they just don’t get it. — Top 10 shareholder (June 2024); As long as Matt is involved, I am not touching this stock. — Former shareholder (June 2024); The Board is a joke. Colleen seems like a nice person, but she is in over her head and can’t manage someone like Matt. Matt controls this Board and unless we have a clean fresh reset, nothing will ever change. This is why this stock trades at such a discount to the peers. — Top 20 shareholder (June 2024); I asked Matt in December 2023 if he would issue equity to delever the balance sheet. Stock was around $14 per share. Matt replied – at this price, no way, it’s way too cheap. Barely a month later, company announced a bought deal at $12.10 per share. — Top 10 shareholder (May 2024); Matt says one thing and does just the opposite. It’s so frustrating. The stock is uninvestable. — Former shareholder (May 2024)"

""I hear what you're saying about the acquisition and the history, but really it's been six, seven years since we've made an acquisition more than $100 million. So we've moved past that. Really the financial priority for the Company as set out by the Board and the senior management team is continue to improve the credit profile." — Steve Heskett, Vice President - Treasurer, September 2011; "Smaller bolt-on acquisitions, particularly in fast-growing, developing markets that have a very strong synergistic, a post-synergistic sort of a payback for us, $10 million-$20 million sort of acquisitions -- I don't believe this is the time to kind of bet the farm and go out and leverage up the balance sheet. I don't think that we've -- I think reducing our debt right now is more important than expanding our debt." — Peter Huntsman, President & CEO, May 2012; "But I don't see in today's -- where the market, I think, is putting a premium on risk reduction. I don't see a scenario today, at least not one that sits readily before me, where we are going to take our balance sheet and load it up with debt. So, M&A, large M&A I don't think is a high priority." — Peter Huntsman, President & CEO, November 2012"

""In the event such sale-leaseback transaction were to occur, the Company would realize substantial proceeds from such sale, which would further enhance its liquidity." — Press Release, November 7, 2014; "So we have, since the beginning, believed that we have very undervalued real estate assets locked up inside the Hudson's Bay Company, and our job is to be able to show our shareholders the value of the substantial real estate assets that the Hudson's Bay company owns." — Richard Baker, CEO, September 12, 2014; "This strategic initiative positions Loblaw's core businesses well for the future. We expect the REIT to not only unlock value for our shareholders, but also increase our financial capacity to pay-down debt, buy back shares, and create a long-term source of capital to invest and grow." — Galen Weston, CEO, December 6, 2012; "Today's announcement regarding a REIT would increase CTC's financial flexibility, providing us with the ability to access funds at an attractive cost of capital as we continue to invest in and grow our business." — Stephen Wetmore, CEO, May 9, 2013"

"The prime rate as of today is 5.75%. This rate, therefore, will be the applicable base rate. The risk premium, per Till, will normally fluctuate between 1% and 3%. The appropriate size of the adjustment, per Till, will depend on factors such as the circumstances of the estate, the nature of the security and the duration and feasibility of the reorganization plan. The creditor bears the burden of proof on this issue. In this instance, [the Creditor] has raised certain legitimate questions as to the feasibility of the Debtor's plan; however it has done little to overcome the evidence which indicates both that the Debtor's operations are improving apace, and that the value of Fremont's collateral is appreciating steadily. The Court thus views the risks attendant to the proposed loan as neither negligible nor extreme. Based upon this, the Court will require the addition of a 1.5% risk premium to the aforesaid prime rate for the recast [Creditor] loan. — Opinion of Judge Raslavich, United States Bankruptcy Court, E.D. Pennsylvania, In re Prussia Associates, April 5, 2005"

""The whole industry is being encouraged during this time to re-examine their expenditures and work flow efficiencies." — Dentist; "The orthodontists coming out of school are more in debt than ever in the history of the profession. They are very tech savvy. If they know that they can save money, they will." — Senior Employee, Major Dental Equipment Supplier; "I talk to between 5-15 dentists a day, and they are greatly reducing their Invisalign numbers. For those dentists that are not yet switching, they are thinking about it." — Dental Consultant; "The younger to midcareer guys, a lot of them are switching away from Invisalign." — Dentist, DSO; "The biggest risk to Invisalign is the core base of users are looking for alternatives. There are study clubs in my area that are called 'Invisalign alternative study clubs,' meaning you have a roomful of 30-40 of the heaviest hitter orthodontists in [region redacted] come together every 2-3 months to sit there and talk about other companies other than Invisalign that you can use." — Orthodontist, Diamond Plus Align Tier"

""APA's stock performance has significantly lagged its peer average and the S&P 500 since the Egyptian revolution. We are more pessimistic about Egypt's future than in any time in the last two years and are reducing our PT to $95 from $105. We think APA would be better off exiting Egypt by selling its operations and using the proceeds to buy back shares, reduce debt and boost investments elsewhere." — Oppenheimer (February 28, 2013); "Since early-2011, Egypt has been a persistent overhang for APA. While in simple terms the region accounts for...23% of our NAV, this understates the importance of the asset for the portfolio.... While a complete lifting of the Egypt overhang is unlikely, the market is discounting a very bearish outcome for an asset that has suffered no visible economic impact from the deteriorating political & fiscal situation over the past 2 years." — Deutsche Bank (March 7, 2013)"

"“...operating priority is simply execution...I use data to drive decisions, I set clear targets...I set the competitive benchmarks and I continuously raise the bar.” — May 2, 2013 Investor Day said by Ellen Kullman; “Relative to our five year, long-term rolling growth targets (7% rev growth, 12% earnings growth)..., we believe these goals are both appropriate and achievable. We fully endorse management’s plan to achieve them and are encouraged by progress against them.” — Letter to Trian from Alexander Cutler, DuPont’s Lead Director dated March 5, 2014; “Returning capital to shareholders has always been a priority at DuPont” — March 23, 2015 Letter from Alexander Cutler; “Trian...nominated...its own director candidates...to advance Trian’s high risk agenda to break up and add excessive debt to the Company” — March 23, 2015 Letter from Alexander Cutler."

"“Along with our sales growth came lots of debt which eventually crippled the company when fashion trends changed in the late 90's” — Eric Lefkofsky (blog post, Sept 2012). “This move positions us just where we want to be long term, which is to dominate this entire industry.” — Brad Keywell. “Lets start having fun ... lets get funky ... lets announce everything ... lets be WILDLY positive in our forecasts ... lets take this thing to the extreme ... if we get wicked on the ride down – who gives a shit ... THE TIME TO GET RADICAL IS NOW ... WE HAVE NOTHING TO LOSE....” — Eric Lefkofsky. “Often you have to iterate your way into a business model that actually works to the extent it's disruptive, so every early iteration is in fact destined to be a failure. As a result, you might as well fail fast.” — Eric Lefkofsky (blog post, Aug 2012)."

""As the industry leader, Sunrun has enjoyed capital cost advantages. By joining arms with Vivint Solar, we expect to further our advantages in 2 ways. First, we'll be even more regular issuers of debt securities, which should drive down our capital costs. And second, with our combined size, we will more easily appeal to investors with enormous minimum check sizes, such as pension funds, who often enjoy a lower cost of capital. Over time, these advantages will benefit our customers and shareholders, while allowing us to accelerate the adoption of affordable, renewable energy." — Founder & Chairman Sunrun; "I'm excited by the magnitude of synergies we can realize through this acquisition, which will allow the combined company to operate more efficiently and reduce the cost to the consumer of going solar." — CFO Sunrun"

""Casino has become aware, through a press agency wire, of a report issued by Muddy Waters Capital on December 16, 2015, with the obvious intent to harm Casino, its employees and its shareholders. This accusatory report contains grossly erroneous allegations that the Group will answer in detail." — Casino Group; "Muddy Waters Capital’s report contains a number of false and misleading allegations, intended to negatively impact the trading prices of Casino’s stock and debt, for the benefit of the report’s author who, in his own words, should be assumed to have “a short position in all stocks (...) and bonds covered [in the report], and therefore stands to realize significant gains in the event that the price of either declines.”" — Casino Group"

"Exiting Thermal Coal Producers - Thermal coal is significantly carbon intensive, becoming less and less economically viable, and highly exposed to regulation because of its environmental impacts. With the acceleration of the global energy transition, we do not believe that the long-term economic or investment rationale justifies continued investment in this sector. As a result, we are in the process of removing from our discretionary active investment portfolios the public securities (both debt and equity) of companies that generate more than 25% of their revenues from thermal coal production, which we aim to accomplish by the middle of 2020 — BlackRock, Sustainability as BlackRock's New Standard for Investing, 2020 Letter to Clients."

"Exiting Thermal Coal Producers - Thermal coal is significantly carbon intensive, becoming less and less economically viable, and highly exposed to regulation because of its environmental impacts. With the acceleration of the global energy transition, we do not believe that the long-term economic or investment rationale justifies continued investment in this sector. As a result, we are in the process of removing from our discretionary active investment portfolios the public securities (both debt and equity) of companies that generate more than 25% of their revenues from thermal coal production, which we aim to accomplish by the middle of 2020 — BlackRock, Sustainability as BlackRock's New Standard for Investing, 2020 Letter to Clients"

""As at 31 December 2019, the Company had an overdue debt towards the banks BNP Paribas SA, Banca IFIS SpA, Unione di Banche Italiane SpA, AMCO – Asset Management Company SpA, Banca Monte dei Paschi di Siena SpA and Banca Carige SpA for an amount equal to Euro 22,196. On 29 December 2020, this debt, within the broader process of acquiring the shares of the Companies by the CPI group, was purchased without recourse by CPI Italy 130 SPV Srl, a vehicle controlled by the parent company CPI PG, and, therefore, it was reclassified among “Payables to companies subject to the control of the parent companies.” The formalization of the debt renegotiation beyond the 2022 financial year is underway." — Millennium S.r.l. Financial Statements 2021"

"“Thus, unlike the coerced loan, presumptive contract rate, and cost of funds approaches, the formula approach entails a straightforward, familiar, and objective inquiry, and minimizes the need for potentially costly additional evidentiary proceedings. Moreover, the resulting ‘prime-plus’ rate of interest depends only on the state of financial markets, the circumstances of the bankruptcy estate, and the characteristics of the loan, not on the creditor’s circumstances or its prior interactions with the debtor. For these reasons, the prime-plus rate best comports with the purposes of the Bankruptcy Code.” — Opinion of Justice Stevens, Supreme Court of the United States, Till v. SCS Credit Corp, May 17, 2004"

"“With your stock price near an all-time low, with interest rates near all-time lows...you could basically buy back 25% of the company and still be within your [target leverage] range. Have you thought about that?” — Investor at 2010 Investor Day; “You’ve got a rather miniscule dividend. With lack of big acquisition opportunities, no need to reduce debt, why not establish a really significant payout ratio? You’re a slow growth company.” — Investor at 2010 Investor Day; “On the dividend strategy...it’s basically $50MM. Your business throws off $300MM of cash, just seems like a very small amount given the growth nature of the business.” — Investor at 2010 Investor Day"

"“Campbell Soup Co. has been one of the worst performing food companies over the past two years. If a quick way out is available, the family members who control the firm should give it serious consideration... [An attempted turnaround] will be a long and drawn-out process with uncertain prospects for success. Campbell's ability to invest for growth will also be constrained by the imperative to reduce its debt overhang... Against that backdrop, an outright sale starts to look more appealing... John Dorrance invented the formula for Campbell's condensed soup over 120 years ago. For his descendants, it may finally be time to move on.” — The Wall Street Journal"

""Though we acknowledge that DIN trades at a premium valuation relative to its leverage, we believe this is warranted due to the stable characteristics of its franchise model. That model provides a stable stream of royalty revenue that is generally immune to negative operating leverage and fluctuations in commodity and labor costs. Furthermore, the model enables low capital expenditures, thereby maximizing free cash flow." — Goldman Sachs, May 11, 2011; "The company has evolved its business into a more profitable franchise-centric model while bolstering its capital structure and balance sheet with significant debt reductions." — B Riley, October 12, 2011"

""Though we acknowledge that DIN trades at a premium valuation relative to its leverage, we believe this is warranted due to the stable characteristics of its franchise model. That model provides a stable stream of royalty revenue that is generally immune to negative operating leverage and fluctuations in commodity and labor costs. Furthermore, the model enables low capital expenditures, thereby maximizing free cash flow." — Goldman Sachs, May 11, 2011; "The company has evolved its business into a more profitable franchise-centric model while bolstering its capital structure and balance sheet with significant debt reductions." — B Riley, October 12, 2011"

""The Dubai assets were contributed with no debt attached to them. Some of the assets are in various stages of development, where the progress payments would be required in the next couple of months." — Mindee Lee, CPI PG Director of Corporate Strategy. "In general, these are luxury residential properties in Dubai. And I think if you read any article covering Dubai real estate, you would see this is the hottest segment of the market. We’ve already had a lot of good traction on selling the assets. And as I said earlier, our goal is to sell these properties as soon as possible and move on from it." — David Greenbaum, CPI PG CEO."

"“...we remain committed to the proactive and disciplined allocation of capital. We have the capacity to return the majority of normalized free cash flow to shareholders in fiscal 2019, subject to factors such as M&A, financial markets and prevailing industry conditions. I am pleased to say this includes a proposed increase in the quarterly cash dividend for the sixth consecutive year, subject to shareholder approval in the annual general meeting in January 2019. Additionally, we retain the optionality to execute on M&A strategically for long-term goals, possibly utilizing debt where appropriate.” — Shuky Sheffer, CEO, Amdocs"

"Credit rating — A downgrade in our credit rating could increase our borrowing costs and negatively affect our financial condition and results of operations: In addition to using cash provided by operations, we regularly issue commercial paper to meet our short-term liquidity needs. Our credit ratings are important to our ability to issue commercial paper at favorable rates of interest. A downgrade in our credit rating could increase the cost of borrowing or the fees associated with our bank credit facility, or the credit spread incurred when issuing long-term debt in the capital markets. — Amcor Annual Report Risk Factor"

""No incremental debt incurred in acquisition" — TROX presentation – slide 15, 10/6/11; "Future cash flow from operations expected to be sufficient to pay cash portion of merger consideration ($12.50 per share or ~$190 million in aggregate)" — TROX presentation – slide 15, 10/6/11; "We've announced that we intend to issue dividends that are consistent with the industry peers. But with this level of free cash flow generation, there will also be opportunities for return of additional cash above and beyond the dividend to shareholders, and we will be exploring those alternatives." — TROX conference call – 10/10/11"

""The Caspian Capital group sued to stop LBI's plans to restructure its debt in an out-of-court deal with senior lender HPS. That suit was dismissed. It filed another complaint in New York court in August, accusing HPS, LBI and its CEO and President, Lenard Liberman of perpetrating a "deceptive scheme" to "defraud the Plaintiffs of about $115 million," alleging they engaged in financial fraud "designed to erase liabilities from LBI's balance sheet and transfer hundreds of millions of dollars owed to Plaintiffs and other creditors of LBI to funds managed or advised by HP"" — Source"

""The validity of assumptions supporting Pershing Square's market valuation of Target and the separate REIT entity" — Management's Commentary. "The reduction in Target's financial flexibility due to the conveyance of valuable assets to the REIT and the large expense obligation created by the proposed lease payments which are subject to annual increase" — Management's Commentary. "The adverse impact that the company believes the proposed structure would have on Target's debt ratings, borrowing costs and liquidity, exacerbated by current market conditions" — Management's Commentary."

"The Company had a major account receivable, that of Beijing Bi Er Culture Communication Limited, (“Bi Er”) a limited company based in Beijing, for which the Company provided advertising and other support services under a Strategic Co-operative Agreement signed in August 2019. The balance as of March 31, 2021, is $1,345,080. However, following a breach in a separate Debt Assignment Agreement (see Note 7) in January 2021, the Company considers the recoverability of this debtor doubtful and has made a full provision for this amount as of March 31, 2021. — MOXC Q2 2021 10-Q"

""We heard investors and reducing our leverage ratio is a priority for us. Our aim is to bring the business down to below 4x total net debt to adjusted EBITDA as soon as possible." — Mr. Proud, Q1 2024 earnings call; "We are committed to driving our leverage ratio below 4x net debt to adjusted EBITDA, including the converts as quickly as possible." — Mr. Proud, Q2 2024 earnings call; "We understand the importance of reducing our leverage, and we have set a clear target to reduce it below 4x total net debt to adjusted EBITDA." — Mr. Proud, Q3 2024 earnings call"

""Importantly, we'll have strong cash flow generation as a result of this transaction, about $1 billion in operating cash flow in the second year and accelerating...." — Acquisition of Bayer by Elanco 8/20/2019; "Looking at our returns, Elanco will generate significant cash flow and exercise strong cash management to pay down debt, reducing interest cost as quickly as possible, increasing optionality of the business and most importantly delivering double digit EPS growth to unlock value for you, our shareholders." — Elanco 2020 Investor Day 12/15/2020"

"CTC's commercial paper rating could be downgraded to P-3 if a material weakening of liquidity occurs at any of its three business segments, if a material deterioration occurs in the bank's credit card portfolio quality or capital levels, if a deterioration in Retail market position occurs, reflected by sustained weakening of comparable sales and declining profitability or if it sustains consolidated adjusted Debt/EBITDA above 5x (4.8x for LTM Q1/2019) and EBIT/Interest below 4.5x (3.9x for LTM Q1/2019). — Moody's Rating Report, June 7, 2019"

"Even if the market simply applies its existing 15.4x EV/EBITDA multiple to our more realistic view of Adj. EBITDA and adopts our calculation of net debt, the stock could have 30% downside. However, with Verint not growing organically, we value VRNT on the basis of a forward-year EV/EBITDA multiple, but on trailing Adj. EBITDA. With faster-growing and higher-quality industry peers trading at 10-11x forward-year EBITDA multiple, we believe that VRNT should trade at 8-10x forward EBITDA, implying a share price of $17-25 for 60-70% downside."

""We will aim to be below 80 percent [operating ratio] in the year 2000. Ambitious goals? Perhaps, but I am convinced that they must be achieved." — Paul M. Tellier, CN’s 1996 Annual Report (April 1997); "With an operating ratio of 62.3% during 1997, Illinois Central is one of the most efficiently operating railroads in North America. As a result, a portion of the anticipated synergies from the Acquisition will be derived from the application of Illinois Central’s ‘best practices’." — CN / IC Merger Debt Securities Prospectus (May 1998)"

""The Federal Reserve Board has been unable to find any credible purpose for the huge balance sheets built by Fannie and Freddie other than the creation of profit through the exploitation of the market-granted subsidy. Fannie's and Freddie's purchases of their own or each other's mortgage-backed securities with their market-subsidized debt do not contribute usefully to mortgage market liquidity, to the enhancement of capital markets in the United States, or to the lowering of mortgage rates for homeowners." — Alan Greenspan, 5/19/2005"

"“The Federal Reserve Board has been unable to find any credible purpose for the huge balance sheets built by Fannie and Freddie other than the creation of profit through the exploitation of the market-granted subsidy. Fannie's and Freddie's purchases of their own or each other's mortgage-backed securities with their market-subsidized debt do not contribute usefully to mortgage market liquidity, to the enhancement of capital markets in the United States, or to the lowering of mortgage rates for homeowners.” — Alan Greenspan, 5/19/2005"

""The Federal Reserve Board has been unable to find any credible purpose for the huge balance sheets built by Fannie and Freddie other than the creation of profit through the exploitation of the market-granted subsidy. Fannie and Freddie's purchases of their own or each other's mortgage-backed securities with their market-subsidized debt do not contribute usefully to mortgage market liquidity, to the enhancement of capital markets in the United States, or to the lowering of mortgage rates for homeowners." — Alan Greenspan, 5/19/2005"

""These covenants apply to Darden and to certain of its subsidiaries but do not apply to Darden's subsidiaries that are not corporations." — Final Prospectus Supplement to Darden Restaurants, Inc. 3.350% Senior Notes due 2022, October 1, 2012; "Accordingly, Darden can contribute its real estate assets to a new subsidiary and designate that subsidiary as an Unrestricted Subsidiary. That Unrestricted Subsidiary could then sell and lease back its real estate portfolio, without having to repay debt." — Covenant Review, February 28, 2014"

"We treat Vivion’s €1.3 billion of shareholder loans as of June 30, 2021 as equity, given the strong equity components in the documentation. These include deep subordination to other instruments in the capital structure, long maturities beyond any of Vivion’s outstanding interest-bearing debt, and Vivion’s option to convert the loans into common equity at its sole discretion. We understand that this was an extraordinary and voluntary dividend-like payment in the context of substantial liquidity after the disposals in 2021... — S&P"

"So as we go public here through this SPAC, we will be very well-capitalized to be able to pursue that M&A strategy. So we'll end this transaction debt-free with $205 million of capital on our balance sheet. When we went out to do our pipe raise, we started at $50 million pipe. It was upsized in the second day to $100 million and then upsized again to $150 million, and we are still 2x oversubscribed for that pipe. And so that will give us a lot of ammo to be able to go and pursue our strategy — CEO Gateway Conf Sept 2020"

"Our residual assets are subordinate to investors' interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets. The investors and the securitization trusts have no recourse to our other assets for failure of debtors to pay when due. In computing gains and losses on securitizations, we use the same 8% discount rate for the fair value calculation of residual assets, which is determined based on a review of comparable market transactions. — HASI 2021 10-K, p. 96"

""Our view on capital is that it's not our capital. This capital belongs to shareholders both the capital in the form of debt and equity and we like the discipline of coming to the market when the capital investments exceed that of our cash flow." — CEO Jay Brown, July 2017; "We've invested in fiber because we think it enhances long-term dividends per share. And that's the measure upon which we make all of our discretionary capital investments, whether it's in towers or on the fiber side." — CEO Jay Brown, April 2018"

"Greg Hessler, Bank of America: “Can you highlight just sort of what, specifically, you're seeing in your bond or your debt covenants that would require you to make whole the capital structure?” Brad Richmond: “We think it's fairly clear in there that to the degree that we would need to pay off those bonds, there are certain provisions that those costs that we would have to incur. So we're fairly certain that those are there, and those are obligations that we would need to fulfill.” — Q3 Earnings Call, March 21, 2013"

"“Leverage Ratio” means, as of the last day of any Test Period, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for such Test Period; provided that, for purposes of determining Total Indebtedness, at any time after the definitive agreement for any Material Specified Acquisition shall have been executed, any Acquisition Indebtedness with respect to such Material Specified Acquisition shall, unless such Material Specified Acquisition shall have been consummated, be disregarded."

""Our guidance includes the following assumptions related to the acquired G&K business: no transaction and integration expenses; revenue of $870 million to $900 million, compared to a prior year run rate of $965 million; synergies of approximately $50 million to $55 million; purchase price amortization expense related to intangible assets of $50 million; interest expense on G&K acquisition debt of about $65 million; and an EPS contribution of $0.15 to $0.17." — CFO Q4 2017 Earnings Call, July 20, 2017"

""And just having the Bakken or Utica standalone, they would not be self-funding. They could not get access to the credit markets and that's a real issue." — John Hess, January 2013. "Even without any initial debt, Singer's ResourceCo would likely be a sub-investment grade credit with limited stand-alone debt capacity. As a result, ResourceCo's ability to fund growth in the Bakken and hence realize future value for Hess shareholders would be harmed." — Hess Presentation to Shareholders, March 2013."

"“There are very few technical challenges at iRhythm, but many procedural and political ones. Decision making is terrible. Inconvenient truths are hidden under Directors and hand-waved away to be fixed later - the result is significant technical debt (in my opinion) in the core products while trying to scale. These problems are surmountable, but not with current leadership, and not without holding middle-management accountable for performance.” — Engineering Lead, iRhythm, Glassdoor, 11/14/24"

"So going back to the convertible debt offering, we executed that as we saw it in a very opportunistic time to bolster our balance sheet through that offering, given the market environment and terms. So we're able to achieve a combination of a 0% coupon rate with no covenants. It's a flexible way to fund our future needs at a relatively low cost...the overall orientation is around going after the market opportunity and delivering shareholder value. — CFO Dylan Smith, March 2021"

"We find it difficult to believe many long only investors would have any interest in a standalone RL and believe it would likely trade at the lowest EBITDA multiple within the restaurant universe (less than 7x). — UBS, March 3, 2014; Our assumption is that RL will assume half of the debt for DRI, which is roughly $1.25B. Applying a 6x EV/EBITDA multiple would give us an EV slightly less than $2B, which is $5 per share for RL. — Buckingham, March 21, 2014"

"We find it difficult to believe many long only investors would have any interest in a standalone RL and believe it would likely trade at the lowest EBITDA multiple within the restaurant universe (less than 7x). — UBS, March 3, 2014; Our assumption is that RL will assume half of the debt for DRI, which is roughly $1.25B. Applying a 6x EV/EBITDA multiple would give us an EV slightly less than $2B, which is $5 per share for RL. — Buckingham, March 21, 2014"

""ADP isn't focused. They are trying to do everything, to everyone, everywhere. They go out fast-and-dirty. Under the covers there's no authoritative source [code] for ADP. It's duct-tape and bubble gum. Oh, and by the way, we have multiple instances of these products. And then all the legacy products. ADP refuses to turn anything off. ADP has what's known, a massive amount – a massive amount – of technical debt." — SVP of Infrastructure and Operations"

""[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems." — William N. Thorndike, Jr., The Outsiders"

"For the past few years our cash flow has enabled us to continue to pursue our growth plans and continue to pay down debt. Our free cash flow is now sufficient to fund both those priorities while enhancing new to shareholders through a quarterly dividend payment. We are able to generate the free cash flow to do all of this because we employ a simple growth oriented business model at Dollarama — June 2011 Conference Call"

"This is simply not true. This cash would only be available to pay principal on debt and pursue further acquisitions in an imaginary world where this cash had not already been spent on severance, restructuring and other exit costs as well as transaction and integration costs, which left them with only $4.3 million of real free cash flow in 2018 – enough to pay down a whopping 0.13% of the principal on GTT’s debt."

""It's more about the demographics and the out migration and the location and being nonurban that drive our decision-making" — HMA CFO, July 24, 2012 Earnings Call; "Increases in uninsured outpatient and emergency room volumes, and decreases in the collection of deductibles and co-pays impacted bad debt expense, particularly at hospitals recently acquired" — HMA 1Q13 pre-release announcement, April 2013"

"Red Lobster's business continued to decline through fiscal year end, and based on industry trends, the declines were expected to continue for an extended time — Darden Press Release. The management team believes that each of these issues are temporary in nature, correctable, and that they have plans in place to return the business to historic levels of profitability — Red Lobster Debt Memorandum."

"Red Lobster's business continued to decline through fiscal year end, and based on industry trends, the declines were expected to continue for an extended time — Darden Press Release. The management team believes that each of these issues are temporary in nature, correctable, and that they have plans in place to return the business to historic levels of profitability — Red Lobster Debt Memorandum."

""Instead of eliminating the accounts receivable acquisition reserves after the allocation period (presumed to last no longer than one year), URI left the acquisition reserves on its books and commingled acquisition related accounts receivable reserves with operating accounts receivable reserves, enabling the company to offset improperly post-acquisition bad debt expense" — SEC URI Complaint 2008"

"[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems."

"Mr. Prittie’s alleged shortcomings were tied to his perceived failure to come to grips with Tyler and OneMove’s concerns over the Company’s financial status, share price performance, leadership, strategic vision and strategy, corporate governance, CEO compensation, excessive M&A activity, debt leverage to cash flow ratios and the lack of guardrails around senior management decision making."