Activist Investor

Raging Capital buys 5.1% Stake in Emerson Radio

2012-01-23T20:59:00.000-05:00

Highlights from the letter include:

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management and the board of directors of the Issuer concerning the business, operations and future plans of the Issuer. The Reporting Persons specifically intend to engage in discussions with the Issuer concerning alternatives available to the Issuer to return excess capital to stockholders in a timely manner. The Reporting Persons also intend to engage in discussions with the Issuer concerning the status and potential consequences to the Issuer of the appointment of Provisional Liquidators over The Grande Holdings Limited (“Grande”) and the subsequent filing by Grande with the United States Bankruptcy Court in Manhattan of a Chapter 15 petition. The Reporting Persons intend to evaluate whether the board of directors is truly independent and acting in the best interests of stockholders based on the results of the foregoing discussions. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing or proposing to purchase additional Shares (including Shares owned by Grande), selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

Shares of Common

Stock Purchased

Price Per

Share($)

Date of

Purchase

RAGING CAPITAL FUND, LP

6,835	1.6000	11/28/2011
7,696	1.5800	11/29/2011
2,729	1.5720	11/30/2011
3,420	1.5700	12/05/2011
2,922	1.5766	12/12/2011
39	1.5949	12/13/2011
797	1.5700	12/14/2011
1,555	1.5970	12/15/2011
8,627	1.5779	12/19/2011
1,810	1.5800	12/22/2011

RAGING CAPITAL FUND (QP), LP

4,969	1.6000	11/21/2011
100	1.6000	11/22/2011
5,960	1.6000	11/23/2011
15,800	1.6000	11/25/2011
10,749	1.6000	11/28/2011
12,102	1.5800	11/29/2011
4,291	1.5720	11/30/2011
5,446	1.5800	12/01/2011
700	1.5700	12/02/2011
5,377	1.5700	12/05/2011
3,700	1.5700	12/07/2011
12,200	1.5889	12/08/2011
4,593	1.5766	12/12/2011
730	1.5948	12/13/2011
1,253	1.5700	12/14/2011
2,445	1.5970	12/15/2011
775	1.5700	12/16/2011
13,566	1.5779	12/19/2011
5,700	1.5949	12/20/2011
29,300	1.5500	12/21/2011
2,845	1.5800	12/22/2011
7,600	1.5977	12/23/2011
9,258	1.5882	12/29/2011
600	1.5700	12/30/2011

Greenlight Capital 2011 Letter

2012-01-18T19:19:00.000-05:00

My Investing Notebook: Greenlight Capital 2011 Letter:

'via Blog this'

Relational files 13D for PMC Sierra stake

2012-01-18T07:18:00.001-05:00

Per the filing:

The Reporting Persons believe the Company’s share price does not adequately reflect the longer-term earnings and cash flow generating potential that is currently depressed due to delays in converting design wins to sales. In addition, the Company maintains a net cash balance (cash, short-term investments and investment securities, less short and long-term debt) as of October 2, 2011, as reported by the Company on its Form 10-Q dated November 10, 2011, representing approximately 30% of the Company’s market capitalization as of January 13, 2012.

The Reporting Persons believe the Share discount is at least partially attributable to the Company’s business mix and capital allocation strategy. While the Reporting Persons believe that anticipated sales growth in both the Optical and Mobile segments will lead to an improved valuation, to the extent these sales do not materialize and the discount persists, the Company’s board may need to consider broader strategic alternatives. Since their initial investment in January 2011, the Reporting Persons have maintained a dialogue with the Company’s management and members of the board and have periodically presented their views and concerns.

While the Reporting Persons have gained confidence in the Company’s board and management and their ability to maximize shareholder value going forward, the Company’s sub-optimal size and diverse business mix create numerous capital allocation challenges in maximizing R&D spending efficiency. Longer-term, to improve R&D efficiency and achieve scale benefits, it may be necessary to rationalize the business mix and/or pursue industry consolidation.

The Reporting Persons intend to closely monitor management’s progress toward improving the Company’s operations and ultimately the share price. Depending on such progress (or lack thereof) the Reporting Persons may modify their plans.

The Reporting Persons and their representatives and advisers intend to continue from time to time to discuss the Company and its performance with members of the Company’s board and management. In addition, the Reporting Persons and their representatives and advisers may communicate with other shareholders, industry participants, and other interested parties concerning the Company. Although the Reporting Persons do not have any current plans other than the monitoring program outlined above, the Reporting Persons may in the future exercise any and all of their respective rights as shareholders of the Company in a manner consistent with their equity interests, including seeking representation on the Company’s board of directors at a special or annual meeting of the Company’s shareholders.

'via Blog this'

Taconic Buys 5.14% of CA

2012-01-12T07:25:00.000-05:00

CA Inc has been the subject of buyout rumors for years. And while nothing has ever materialized, we could see some sort of activity in the coming months.

Yesterday, Taconic Capital Advisors disclosed a 5.14% stake in CA. Below is some of the language found in the filing:

The Reporting Persons believe the Company’s management and board of directors could immediately implement actions that would result in a significant increase in the value of its common stock including: (i) increasing the amount of cash returned to shareholders, (ii) implementing an efficient capital structure and (iii) elevating profit margins in its Enterprise Solutions business segment to appropriate levels. The Reporting Persons recognize management’s recent efforts to begin addressing these issues but they emphasize the importance of taking substantial and timely action in pursuit of these objectives. Additionally, in order to align appropriately management and shareholder incentives, the Reporting Persons believe the Company’s board of directors should implement a senior management compensation structure that is based primarily on total shareholder returns rather than the current structure’s emphasis on absolute growth metrics.
The Reporting Persons have had and intend to continue to have discussions with the Company’s management and the board of directors relating to, among other things, the Company’s business strategy, operations, capital allocation and management compensation structure. In addition, the Reporting Persons and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Company.

Date	Purchase/Sale	Number of Shares	Price per Share
1/6/12	Purchase	50,000	$20.5451
1/6/12	Purchase	100,000	$20.5920
1/9/12	Purchase	200,000	$20.6578
1/10/12	Purchase	150,000	$20.9647
1/10/12	Purchase	150,000	$20.9519

Icahn Responds to Oshkosh

2012-01-11T19:43:00.000-05:00

Carl Icahn today issued the following open letter to shareholders of Oshkosh
Corporation:

                                 Carl C. Icahn

                                                         January 11, 2012
Dear Fellow Oshkosh Shareholders:

     On January 9, 2012 Oshkosh put out an investor presentation indicating that
I  have  a  "mixed"  track  record  of  delivering  value to shareholders. In my
opinion,  this  presentation  is  a  complete  misstatement  of  the facts and a
transparent  attempt to divert attention away from the real issues in this proxy
contest.

     I  believe  my  investment  track  record  speaks for itself and have never
thought  it  needed  to  be  defended  in a public proxy contest. However, since
Oshkosh  chose  to bring up my record, I will make the following brief comments.

     Oshkosh  conjured  up  a  list  of  subject  companies  that they purported
measured  my  track  record.  Much  of  the information they present is not only
inaccurate  but  they  fail  to include on their list many of my most successful
investments,  such  as  ImClone, Biogen, Genzyme, Motorola Mobility, Kerr-McGee,
BEA  Systems,  Medimmune,  Fairmont Hotels and Chesapeake Energy, to name only a
few.

     Over  the last five years, my investment funds have achieved a gross return
of  nearly  50%,  compared  to a negative 1.2% return in that period for the S&P
500.  Meanwhile,  over  the  last  five  years, the Oshkosh board has overseen a
decline  in  the  Oshkosh  share  price of more than 55% and a loss of over $4.3
billion  of  total enterprise value, despite landing a lucrative M-ATV contract,
which  is  now  at  the  end  of  its production cycle. In addition, in 2011, my
investment funds were up 35%, or approximately $1.9 billion, which is nearly the
entire  market capitalization of Oshkosh, while the Oshkosh share price declined
nearly  40%  and  performed  worse  than  all 16 companies they mention in their
presentation  as  their  peers.  But  perhaps  more  importantly,  much  of  our
investment  record is due to the fact that we had a minority position on many of
the  boards of the companies in which we were invested. Examples of these, among
others,  are  Biogen, Genzyme, Motorola, Yahoo, Mentor Graphics, Hain Celestial,
and  Take-Two.  As  minority  representatives on these boards, we fought for and
helped  to  expedite positive changes which enhanced value for all shareholders.

     I hope you, the Oshkosh shareholders, will give my nominees the opportunity
to  achieve  the  same  results  for Oshkosh that my various nominees and I have
produced  at  the  companies  mentioned  above.

Becker Drapkin is making demands

2012-01-09T22:04:00.000-05:00

Below is a copy of the demand letter that Becker Drapkin sent to Pixelworks. As previously reported, Becker Drapkin has bought a significant share of Pixelworks and is clearly prepared to shake things up.

Becker Drapkin Demand Letter

Icahn's Case Against Oshkosh

2012-01-09T21:58:00.000-05:00

With all the other activist activity today, this one seemed to slip through the cracks. Below is Carl Icahn's case against Oshkosh's current management:

Icahn Presentation to Shareholders of Oshkosh

Activist Monday

2012-01-09T19:43:00.000-05:00

Wow! The activist world was filled with activity today. In no particular order, here is a recap:

First, Yahoo continues to be in the news. It is now being rumored that Dan Loeb of Third Point is planning a proxy fight in order to replace the Board.

Next, the war between Bill Ackman and Canadian Pacific continues. CP was the first to fire today, when it sent an open letter to shareholders stating they are not going to replace their current CEO. Ackman wasted no time, stating he will wage a proxy fight in order to replace CP directors and it's CEO.

Finally, according to this article, it seems that Elliott Management's efforts on Brocade are beginning to pay off.

And Biglari keeps on buying...

2012-01-06T21:46:00.000-05:00

Image via Wikipedia...despite the lost election, Biglari has now increased his stake in Cracker Barrel (CBRL) to 11.8%

Class of

Security

Securities

Purchased/(Sold)

Price Per

Share ($)

Date of

Purchase/Sale

BIGLARI HOLDINGS INC.

Common Stock	118,886	$51.2783	01/03/2012
Common Stock	116,711	$51.2917	01/04/2012
Common Stock	180,100	$50.1111	01/05/2012
Common Stock	1,900	$50.7024	01/05/2012

The latest from Carl Icahn

2012-01-06T21:38:00.000-05:00

Icahn Letter to Oshkosh

Mast Capital would like Lodgenet to open up it's books

2012-01-06T07:12:00.001-05:00

On January 5, 2012, Credit Opportunities delivered to the Issuer a letter demanding, pursuant to Section 220 of the Delaware General Corporation Law (the “Demand”), inspection of certain of the Issuer’s books, records and documents relating to, without limitation, (a) stock ownership guidelines for the Company’s non-employee directors (the “Outside Directors”), (b) reports, analyses or presentations relating to compensation or other remuneration of Outside Directors and (c) board or committee minutes relating to the (i) adoption of the stock ownership guidelines for Outside Directors, or (ii) compensation or remuneration of Outside Directors.

As previously raised with the Issuer, the Reporting Persons are extremely concerned regarding the failure of the Outside Directors to make a meaningful financial commitment to the Issuer by investing their own funds in Common Stock. Credit Opportunities continues to believe that directors who have actively invested a meaningful amount of personal capital in a company have a closer alignment with the stockholders of that company and a greater incentive to create value for that company and its stockholders. To that end, Credit Opportunities is requesting the materials described in the Demand to better understand the Issuer’s policies regarding director compensation and ownership of Common Stock.

The purpose of the Demand is to allow Credit Opportunities to (i) better understand the guidelines and processes used by the Issuer to determine the amount and form of compensation to be received by the Outside Directors, (ii) better understand the basis for such determination, (iii) better understand the factors considered by the Issuer’s Board of Directors in making such determination, and (iv) evaluate whether the Outside Directors have complied with applicable stock ownership guidelines.

Time to Overthrow the Board

2012-01-05T20:31:00.000-05:00

Eric Jackson of Ironfire Capital makes it clear that he thinks Yahoo's Board has got to go. Not the first time someone has suggested this - Daniel Loeb of Third Point has been very vocal on this point. Jackson also shares his thoughts on Yahoo's latest CEO appointment, which is much more optimistic than the general media's.

Author is Long Yahoo (YHOO)

Tessera Technologies, Inc: An Activist Emerges ($TSRA) | Frankly Speaking

2012-01-04T19:15:00.000-05:00

Tessera Technologies, Inc: An Activist Emerges ($TSRA) | Frankly Speaking:

'via Blog this'

Let the War of Words Begin

2012-01-03T19:39:00.000-05:00

Bill Ackman and Canadian Pacific Railway really helped kick off the New Year with an exchange of letters:

CP Letter to Ackman

Pershing_CP_Jan3_2012

Bill Ackman gunning for Hunter Harrison

2011-12-30T08:41:00.000-05:00

Image via WikipediaSome big news today from the Globe and Mail. It appears that Bill Ackman has been doing his best to recruit Hunter Harrison, of Canadian National fame, to Canadian Pacific. Harrison led Canadian National's monumental turnaround as it's CEO from 2003 - 2009. During that time he was able to double the company's profits. Harrison has expressed interest in the position, as has the Board in having him. The two parties are waiting till after Saturday before they meet, in order to honor Harrison's non-compete.

Starboard Value seeks Board representation at Avid Technology

2011-12-29T17:56:00.000-05:00

Starboard Value has nominated Jeffrey T Binder, Peter A Feld, and Edward Terino for election to the Board at Avid Technology's (AVID) 2012 Annual Meeting. The Group's purchases began on 11/03 and continued through 12/29. Purchases ranged in price from $6 - $8.90 a share.

Capstone Equities and G Asset Management Offer to Buy Manhattan Bridge Capital

2011-12-29T16:50:00.000-05:00

A group consisting of Capstone Equities and G Asset Management has made an offer to acquire Manhattan Bridge Capital (LOAN) for $1.30 a share. That being said, they are still encouraging the Board to hire an investment bank to conduct an open process. The group implies that such a process could garner a substantially higher bid.

Capstone and G Asset - LOAN Offer

Becker Drapkin continues buying Pixelworks

2011-12-29T15:15:00.000-05:00

Becker Drapking now owns close to 15% of Pixelworks.

Additional purchases were made: 12/15, 12/16, 12/27, and 12/28.

Purchases were made in the following price range: $2.18 - 2.39 a share

Alibaba Hires Lobbying Firm for Yahoo Bid - WSJ.com

2011-12-28T23:12:00.001-05:00

...and the Yahoo saga continues. Although nothing has been decided yet, Daniel Loeb has certainly woken the Board up.

Alibaba Hires Lobbying Firm for Yahoo Bid - WSJ.com:

'via Blog this'

Blast from the Past: TCI Funds targets CSX

2011-12-28T15:29:00.000-05:00

TCI-CSX Case for Change

Shareholder Activism - Year in Review

2011-12-28T10:46:00.001-05:00

Hedge fund activists kept themselves busy in 2011, but there were two notable firms which we'd like to highlight.

The Most Influential Firm - Pershing Square Capital

Over the course of the year, Bill Ackman seemed to get his way with just about every company his firm took an active position in. Some examples include:

JC Penney: Pershing's JCP stake was first purchased in late 2010. But by January of 2011, Ackman was invited to join the Board of Directors. Ackman and his firm have been instrumental in getting JCP out of the catalog business, initiating a share buyback program, and in hiring retailing veteran Ron Johnson.

Alexander & Baldwin: Pershing Square first revealed it's stake in ALEX on March 31st, along with former employee and protege' Mick McGuire of Marcato Capital. On December 2nd, ALEX announced that it would split into two companies: 1) real estate and agriculture business 2) transportation business.

Canadian Pacific Railway: On October 28th, Pershing Square filed a 13D, which showed they'd acquired a 12.2% stake in CP. That stake would eventually increase to 14.2%. On December 15th, CP announced that industry vets Tony Ingram and Edmond Harris would join their Board of Directors. It is unclear what exactly Pershing's role was, but either way, these two additions are nothing to scoff at. Tony Ingram played an integral role in turning around the once beleaguered CSX. Ingram also has previous working experience with Norfolk Southern and Conrail. Edmond Harris has 44 years of railroading experience, including stints at the famed Canadian National.

Most Compelling Campaign - Elliott Management

While Pershing Square may have been the most influential - overall, Elliott Management staged the most compelling proxy battle. I can't do it much justice, so I refer you to the presentation below.

Elliot - Iron Mountain Proposal

It seems Elliott had been in discussions with Iron Mountain (IRM) as early as 2010. However, their discussions did not become public until the start of 2011, when the above presentation was first filed. By mid-April, Elliott and IRM had reached an agreement where:

-IRM would support one of Elliott's nominees to the Board

-IRM would explore strategic alternatives for it's digital business, which was eventually sold

-IRM would commit to total shareholder payouts of $2.2 billion through 2012, including $1.2 billion of capital over the next 12 months through a combination of share repurchases and dividends

-IRM would form a special committee to evaluate a REIT conversion

Above all, IRM re-appointed Richard Reese as their CEO. Reese was CEO when IRM went public in 1996 and can be credited with building IRM into such a dominant company in North America.

ET5ACPWFUFMC

ValueAct keeps busy leading up to the holidays

2011-12-27T10:26:00.001-05:00

SEC filings show that ValueAct Capital has taken an active interest in both Adobe Systems and CBRE. While the language in the 13d's are fairly standard, we were able to pull the following details:

In regards to these filings, ValueAct bought shares in Adobe on 11/09, 11/10, 11/23, 11/25, 12/19, 12/21, and 12/22. Purchases were made for as low as $25.95 a share and as high as $27.99 a share.

In the same respect, ValueAct purchased shares of CBRE on 11/25, 11/28, 11/29, 12/08, 12/09, 12/12, 12/13, and 12/14. Purchases were made for as low as $14.49 a share and as high as $15.62 a share.

All in all, ValueAct now owns 5% and 6% of Adobe and CBRE, respectively.

Activist Investor

Raging Capital buys 5.1% Stake in Emerson Radio

Greenlight Capital 2011 Letter

Relational files 13D for PMC Sierra stake

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