12/20/2024

Voting Support for NYC Pension Proxy Proposals Continues to Wane

Chief Investment Officer (12/20/24) Katz, Michael

Support for proxy proposals submitted by New York City’s five pension funds declined in 2024, with only 21% of shareholders siding with the retirement system when voting, down from 27% in 2023 and 35% in 2022, according to its annual proxy report. The six-percentage-point drop dragged the pension funds below the market-wide batting average of 21.8%. The Office of the New York City Comptroller, which manages the city’s pension funds, submitted 30 shareholder proposals during the year, half of which it settled following engagement and dialogue with the portfolio companies. One proposal was omitted. In addition to the proposals, the comptroller’s office said it voted in 16,804 shareholder meetings in 73 markets worldwide, including 3,056 annual and special meetings for U.S. companies. The 15 settlements were the same number as last year. Among the proposals that went to a vote, the pension funds received the highest support for a proposal submitted to Netflix (NFLX) regarding responsible artificial intelligence practices, with 43.3% in favor, followed by 40.6% backing for a proposal about board diversity at renewable energy firm NextEra (NEE). However, proposals related to AI reporting and principles also received the weakest support. Just 2.4% of Paramount Global (PARA) shareholders supported an AI-related proposal, while 9.7% of shareholders supported a similar proposal at Amazon (AMZN). Despite waning support, the report touted its proxy victories during the past year, claiming wins with proposals regarding workers’ rights, climate action and board diversity. These included agreements struck with telecommunications companies SBA Communications (SBAC), American Tower (AMT), and Crown Castle (CCI) concerning disclosures on worker safety practices at their tower sites, with a focus on contractors and subcontractors. The proxy report also stated that the pension funds made “important progress” in the banking sector. “This year, our commitment to these principles remained unwavering in the face of increasing politicized attacks on responsible investing,” New York City Comptroller Brad Lander wrote in a forward to the report. “We remain focused on our fiduciary duty to safeguard the retirement savings of New York City’s current and retired municipal employees and believe this is best achieved by also attending to environmental, social, and governance risks, and to diversity, equity, and inclusion in our portfolio.”

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12/19/2024

Should Macy’s be More Like Dillard’s? Maybe.

Retail Dive (12/19/24) Howland, Daphne

In a public treatise last week outlining steps Macy’s Inc. (M) should take in order to boost shareholder value, investment firms Barington Capital Group and Thor Equities covered a lot of familiar ground, but added a twist. Among the firms’ ideas is taking steps to unlock value from real estate and better-performing business units. They reiterate the longstanding theme of many investors that more Macy’s property should be monetized and also say the retailer should explore “strategic alternatives” for its luxury businesses, Bloomingdale’s and Bluemercury. They are also advocating for their representatives to be added to Macy’s board. Less usual, though, is their paragraph dedicated to the superiority of rival department store Dillard’s (DDS). “Barington believes Macy’s should look to its department store peer, Dillard’s, for a successful model in capital allocation,” the investment firm said in the release. Both run many locations that anchor malls, offer private labels as well as name brands and employ a merchandising model recognizable to anyone who has ever walked through an American department store. Neither has escaped the headwinds faced by the sector, including share loss to off-price stores and waning interest from younger consumers. But their differences aren’t trivial. Dillard’s, nearly a century younger than Macy’s, remains family-run; the company operates 273 locations, including 28 clearance centers, across 30 states, primarily in the Southern U.S. Dillard’s has also always been a fashion department store that is focused on a narrower assortment than those with home goods, furniture, luggage, and other departments. Macy’s Inc., meanwhile, has a national footprint that at one point included nearly 1,000 stores, and operates its full-line namesake banner as well as two others. Plus, its appearances in song and cinema, its Thanksgiving Day parade and Herald Square flagship have all given it an enduring place in American culture. After its latest round of downsizing, the company will be running about 350 namesake stores, plus at least 24 smaller-format Macy’s stores, more than 55 Bloomingdale’s or Bloomingdale’s outlet stores, and more than 160 Bluemercury stores. “The other big difference is that Macy’s stores are not good, and Dillard’s stores are much better,” asserted Nick Egelanian, president of retail development firm SiteWorks. “So Dillard’s is handling every aspect of the business better. They’re still in an industry that’s contracting. But what they’re showing is that there’s a way to make money in a contracting industry if you’re skillful.” The thesis behind Barington’s push to get Macy’s to be more like Dillard’s makes them seem more alike than they are, according to some observers. “It’s not an analogous situation by any means,” claimed Mark Cohen, a retail veteran who previously ran retail studies at Columbia Business School. For example, the Dillard’s family is not only at the company’s helm but also controls its voting shares. Dillard’s files the financial information required of all publicly traded companies, but doesn’t bother to hold earnings calls. “They do what they think is right for themselves as a family, almost as if it’s a private business,” Cohen said. “They happen to have an operating strategy that works for them, although their business is certainly not booming, and there’s an enormous amount of opacity into what they’re really up to.” Dillard’s has been better for investors, at least in recent years. According to Barington, Dillard’s operating margin improvements and prudent capital expenditure management have allowed it to “aggressively” return capital to shareholders. Since 2018, for example, Dillard’s paid out 60% of its cumulative cash to investors, bringing them a 788% return; this compares to Macy’s payout of 25% and a 12% decline in shares, according to Barington Chairman James Mitarotonda, citing data from S&P Capital IQ. In its response to the firms’ engagement, Macy’s signaled a willingness to work with them but defended its strategy. “We have consistently demonstrated open-mindedness, including with respect to regularly reviewing the Company’s strategy and capital allocation framework and exploring all paths to enhance value,” the company said in a statement, adding that it remains confident in a turnaround that it said continues to gain traction. “They’re not attacking Macy’s retail strategy,” said Keith Gottfried, a shareholder activism defense adviser who is familiar with Barington’s aims. “What they’re saying is, as that strategy takes hold, there’s going to be a real opportunity to unlock value and grow the stock price. But for that to happen, you need to pay attention to the capital expenditures, because we don’t think that your capital allocation strategy is where it needs to be.” Dillard’s faces the same challenges as Macy’s and other peers, but many analysts say it is demonstrating how to successfully run a department store in the 21st century. In other words, capital expenditures or other shareholder concerns aside, it is arguably the superior retailer. “One thing that I always notice in Dillard’s is that the merchandise is front and center,” Egelanian said. “You never walk into a Dillard’s store and see an aging store — even if it is aging — because the merchandise is the story, and the merchandise is always really well presented. You go into a Macy’s and it’s like a going-out-of-business sale. It’s 50% off, and take an extra 20%, and try to find service. And there isn’t enough merchandise to hide the aging floor.” For the past several years, Macy’s has been closing hundreds of stores, most of which received little to no investment, according to Cohen. Egelanian believes that Macy’s will — or should — eventually get even smaller than the 350 it is now aiming for. That would satisfy investors demanding it spend less money as well as those who, along with customers, want to see stores that are fun to shop.

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12/18/2024

A 7-Eleven Heir’s $50 Billion Fight to Keep the Company in the Family

New York Times (12/18/24) Davis, River Akira

Junro Ito flew to California this year on a mission: The billionaire executive at Seven & i Holdings (SVNDY), the Japanese parent company of 7-Eleven, felt the company had lost its way. He wanted to revive the culture fostered by his father, the company’s founder. Ito wanted to establish training workshops for Seven & i employees and was seeking advice from experts at Claremont Graduate University, where the management guru Peter Drucker, a close friend and adviser to his father, had taught for decades. The workshops would instill in executives and others at Seven & i the philosophy espoused by Drucker — that the purpose of a company is to serve its customers, not to maximize profits for shareholders. Back in Tokyo, the company started hosting the monthly management workshops just as Ito, a vice president at Seven & i, began plotting a multibillion-dollar takeover. His family owns a minority stake in Seven & i, and he wanted to keep it from being acquired by a foreign rival. Seven & i has more than 85,000 stores, and 7-Eleven is a cornerstone of Japanese society. People who know Ito, speaking on the condition of anonymity, said his fixation on Drucker offered a window into his plan for the company. The battle for control of 7-Eleven is emblematic of sweeping changes underway in corporate Japan. For more than a decade, officials have pushed Japanese companies to take steps — like giving proper consideration to takeover offers — to show they are open to actions that would create more value for shareholders. In essence, Japan’s policymakers are pushing for companies to focus less on Drucker and more on Milton Friedman, the influential economist who said the purpose of business was to generate profits for shareholders. Companies have started to respond: buying their own shares to boost stock prices, engaging with activist investors and bringing independent shareholder advocates onto boards. Warren E. Buffett and other foreign investors have piled into Japanese stocks, helping to lift them to their highest values ever. Seven & i’s shares are among those near record highs, especially since August, when it received an unsolicited bid worth $38 billion from the Canadian retail group Alimentation Couche-Tard (ANCTF), owner of the Circle K convenience store chain. After Seven & i rejected the takeover proposal in September, Couche-Tard returned the next month with a $47 billion offer. As Seven & i considered that offer, Ito submitted his own bid in November of more than $50 billion to take full control of the company. If successful, Ito’s deal would be one of the largest leveraged buyouts ever. Unlike Couche-Tard, which has promoted its offer in many media appearances, Ito has stayed silent about the details and motivations behind his bid. Seven & i confirmed only that it had received a confidential proposal from Ito, and declined to make him available for an interview. In Japan, founding family members like Seven & i’s Ito tend to champion relationships with customers and communities, long-term stability and corporate culture, said Yasuhiro Ochiai, a University of Shizuoka professor who is a leading researcher of family businesses and management in Japan. These founding family members hold significant sway — either through direct ownership or as managers — in about half of all public companies in Japan, according to Ochiai’s research. They often embody “an older, unique style of Japanese capitalism that does not always prioritize shareholder returns and profit generation,” Ochiai said. Japan has long been regarded as impenetrable for foreign companies seeking mergers and acquisitions. Couche-Tard is aware of this, because it tried to acquire 7-Eleven before. It approached Masatoshi Ito, Junro Ito’s father and the founder of the company that eventually became Seven & i, about a potential deal in 2005. It was swiftly dismissed. Masatoshi Ito’s thinking was that the company’s culture could be diluted if a foreign company took control. Ito built his company into an empire of thousands of grocery and convenience stores across Japan, based on what he said was a singular focus on serving customers and their evolving tastes. A typical 7-Eleven today sells around 3,000 or more products, 70% of which are switched out or upgraded each year, be it a new recipe for an egg sandwich or a different flavor of seaweed on a rice ball. The 7-Eleven stores eventually became so integral to daily life in Japan that the government declared them part of the national infrastructure. Masatoshi Ito often credited his success to the teachings of Drucker. Drucker has long had a cult following in Japan, where his beliefs align with those of lauded figures like Eiichi Shibusawa, known as the father of Japanese capitalism, who argued that business should benefit buyers, sellers and society at large. At first, Ito went to Drucker for consulting advice, but people who knew them said they had eventually formed a close friendship over long evenings and conversations by the pool of Drucker’s bungalow in Claremont, a city east of Los Angeles. At a Seven & i training center south of Tokyo, all new employees watch an 18-minute video in which Masatoshi Ito, who died last year at 98, walks through the history of the company’s founding and his belief that customers always come first. One clip shows a hierarchy of Seven & i’s constituents, with customers at the top followed by suppliers, local communities and executives. More than 10 tiers down, at the very bottom, are “general shareholders.” People at the training center joke that this disheartens investor firms when they visit. This year, when Alain Bouchard, Couche-Tard’s founder, again approached 7-Eleven’s owner about a deal, he encountered a vastly changed Seven & i — and Japan. Seven & i had pushed beyond convenience and supermarket stores, with retail outlets that sold everything from stationery to baby goods. But many of these peripheral businesses were struggling. For much of the past decade, Seven & i has been at war with activist investors from the United States who argued that the company would be worth more if it focused solely on its core convenience stores. In 2023, Japanese regulators updated government guidelines to encourage companies to give serious consideration to legitimate takeover offers. The aim was to push beyond the age of fortresslike companies that could rebuff foreign takeover offers without deliberation. After Couche-Tard made its $38 billion offer to Seven & i this year, the Japanese company set up a committee of independent directors to consider the bid. A few weeks later, Seven & i’s committee rejected Couche-Tard’s offer as “grossly undervaluing” the company. Couche-Tard then returned with a bigger, $47 billion bid. For now, Seven & i said, the committee is considering the competing offers made by Couche-Tard and Junro Ito. Ito is in discussions with a number of institutions, including big Japanese banks, to secure the money he will need to fund the takeover. While the bids are being considered, Seven & i’s leaders are trying to convince investors that the company can thrive without a change in ownership. Seven & i’s president, Ryuichi Isaka, has been trying to boost the company’s value by shedding underperforming businesses and focusing on 7-Eleven stores, as activist shareholders have demanded. In October, the company said it planned to split off its supermarket operations and some other peripheral units into a separate holding company. Ito has not made clear his strategy for Seven & i, but people with knowledge of his thinking said he envisioned the company’s continuing to double down on its convenience stores in Japan and overseas. Those efforts could be carried out by current management. Couche-Tard declined to comment on its bid. But a spokesman said the company “values the deep industry knowledge and expertise of Seven & i,” and would aim to spread its offerings across Couche-Tard’s global operations. In Japan, some prominent business scholars argue that the clash of Western-style capitalism and traditional Japanese business models will ultimately produce a new type of corporate leader. Jusuke Ikegami, the dean of the Waseda Business School in Tokyo, said that a decade ago he asked a classroom of top Japanese executives to tell him the market value of their own companies — and only a fraction got it right. But today, he said, some leaders are paying closer attention. “It’s a hybrid — they don’t go all the way to a U.S.-style total focus on investor returns, but balance the traditional multistakeholder model with more care about the long-ignored shareholder,” Ikegami said. It remains unclear, he said, where Ito stands on this spectrum.

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12/17/2024

Paul Singer’s Succession Plan Is Under a Spotlight

Bloomberg (12/17/24) Gopinath, Swetha; Kumar, Nishant; Burton, Katherine

At Elliott Investment Management’s yearly shindig in London this month, Gordon Singer’s speech went big on the beauty of teamwork. Amid the National Gallery’s historic artwork, the football-mad son of the firm’s billionaire founder praised the virtues of people playing together. His own team, however, has suffered an exodus of talent lately. Singer runs the $70 billion activist investor’s London office, and its second-most senior staffer has just jumped ship for another hedge fund behemoth, Citadel. It was only early this year that Nabeel Bhanji was handed the rare honor of becoming a full equity partner in Elliott. He’d won his spurs after a decade helping the firm build European business, including winning wagers on nicotine-pouch maker Swedish Match AB (SWMA) and German startup incubator Rocket Internet SE (RKET). Less than 12 months later he’s gone — the first time a partner has quit the 47-year-old institution for a rival. Elliott has become one of the hedge fund world’s biggest beasts by making punchy bets on everything from depressed Starbucks Corp. (SBUX) shares to Argentina bonds. It’s feared by C-suites and governments alike, and its yearly returns average out at 13%. But senior staff at its European arm have felt themselves increasingly sidelined as the Florida-based firm has gotten larger and more successful, according to people with knowledge of the hedge fund who asked to remain anonymous discussing private matters. Bhanji is the latest in a long line of London colleagues who’ve headed out the door. Big-name financiers James Smith and Franck Tuil left to start their own funds; Sebastien de La Riviere, Mark Wills and Mark Levine followed more recently. Singer is the last senior activist portfolio manager left there. Rumblings about the European HQ’s status feed into speculation about where power resides at Elliott, and who might ultimately take the reins of a firm that was built by Paul Singer from just $2 million of assets in 1977. As Elliott's assets under management have swelled, its thirst for comparatively smaller gambles has dried up, a reason for much of the frustration in Europe, people familiar say. London managers now have to pitch all deals to the United States, they add, putting approval in the hands of people who don’t know the local market — a prime motive for the exodus. One deal that might have made up to $30 million in a few days, and which once would have been signed off by Gordon in minutes, was nixed by the United States for being too small and too risky to bother with. It’s a common complaint. A rush of investments this year in many of the marquee names listed in New York shows the direction of travel. Elliott’s campaigns have engaged Texas Instruments Inc. (TXN), Etsy Inc. (ETSY), Southwest Airlines Co. (LUV), and a host of others. Europe’s opportunities can be small fry by comparison, although a person familiar with the matter says it does still have appetite for supersized trades run from there, pointing to the $1 billion-plus positions taken in Anglo American Plc (AAL) and Japan’s SoftBank Group Corp. (9984). Some staffers have grumbled, too, about a buccaneering firm becoming overly bureaucratic as it tries to plan for life beyond its 80-year-old founder, and imposes the tighter controls to fit its grander heft. Other insiders counter that such changes have made it more successful. Jon Pollock, a 61-year-old Elliott lifer who was made co-chief executive officer by Paul in 2015, is next in line when Singer does exit, even though no one is betting on the older man leaving until he physically can’t work anymore. While he’s entrusted a large share of power to Pollock, he’s still fully engaged. In its most recent multi-billion dollar capital raise, Paul was front and center, people with knowledge of the matter say. Insiders don’t see Pollock, a keen fisherman, sticking around quite as long as the founder, though he’s likely to have a substantial say on who controls the firm when he himself steps down. Colleagues say the prime candidates are Gordon, 50, and Jesse Cohn, 44. Elliott has been at pains to play down the competitive dynamic between the pair, naming them both managing partners. Gordon is a central presence on the firm’s most important global committees, even if decision-making power has been shifting across the Atlantic. U.S.-based Cohn is a “take no prisoners” type who’s on many of those committees as well. He jointly spearheaded the recent campaign at manufacturer Honeywell International Inc., a $5 billion play that was Elliott’s biggest investment in a single stock. Elliott’s position as the global powerhouse of activist investing — where pugnacious funds buy into companies they deem undervalued and try to force change on sometimes unwilling boardrooms — sets it apart from the rest of the elite gang of giant “multistrategy” firms that sit atop the hedge fund industry. But succession planning is an era-defining challenge that they all share. Most of these firms were driven into existence by dominant individuals three or four decades ago. Now, they’re having to show investors what the future will bring when the alpha dogs finally step back from the fray. “Few hedge funds have successfully transitioned beyond their founders,” says Caron Bastianpillai, who allocates money to hedge funds at Switzerland-based NS Partners. “Most struggle to sustain momentum, but some exceptional cases prove it’s possible. Succession takes years in planning and the earlier you deal with it the smoother the transition.” Elliott is far smaller than other multistrat hedge funds, despite having more money than most, and in the past individuals would have been largely left alone as long as they delivered. As of June, it had $69.7 billion of assets and 578 staff, about a quarter in Europe. Citadel has $66 billion and about 3,000 employees; Millennium Management $72 billion and more than 6,000 workers. As Elliott’s assets have mushroomed, and as it has tried to cut dependence on the founder, it has become much more institutionalized — with a management regime to match. A document on its inner workings, seen by Bloomberg, lists six different oversight committees, including a powerful investment committee. They're run mostly by US partners. Top managers in London had been finding it tougher to get buy-in for ideas, people familiar say. Where once they’d have pitched mostly via Gordon, now it goes through a 10-strong group, almost all in the United States. Partners often shoot down European pitches, a person with knowledge of the matter says. In the document, Elliott told investors it had over more than a decade moved away from a heavy reliance on the founder to embrace a team model. As well as promoting Pollock, it has minted 14 equity partners including him, Gordon and Cohn. In a post-Pollock world, Elliott could even be run by a committee rather than an individual, according to people with knowledge of the firm. “Letting go is more difficult than some founders would like to admit but we’ve seen some successful succession cases,” says Anita Nemes, ex-head of a Deutsche Bank AG unit that linked investors with hedge funds, who now owns a leadership consulting firm, Matterhorn. “The key has always been preparing investors for the changes to come well ahead of time.” That explains much of the interest in who, or what, comes after Pollock. The younger Singer is known as a demanding boss by colleagues. One of his standout wins was a roughly $2.5 billion bet on SoftBank during the pandemic, when he pushed the tech conglomerate to sell holdings, buy back shares and improve governance. A huge football fan, he had a lead role in the investment in fabled Italian club AC Milan. The turnaround got off to a rocky start, took years and drew a lot of unfavorable column inches in newspapers. But it paid off in the end. One person who knows Gordon well says he wants to earn the captain’s armband rather than be handed it by his dad, someone not known for playing favorites. Cohn, meanwhile, is a hard charger from a relatively humble background who’s made a name for himself by putting the squeeze on companies in activist campaigns. He was the main mover on one of the firm’s most successful — and aggressive — investments, Athenahealth. A note of caution for frustrated Elliott staffers looking for fresh hedge fund pastures is that it isn’t easy to replicate the success of a firm that’s only had two down years since its 1977 creation — and which produced gains of $47.6 billion for clients between its launch and the end of 2023, according to estimates by LCH Investments, a fund of hedge funds. Since James Roycroft struck out on his own in 2007 to start Lancaster Investment Management, at least nine other ex-Elliott portfolio managers and analysts have set up shop by themselves. Three of these were launched in the last year alone. The exodus sped up in recent years, particularly in London. Still, going solo’s no slam dunk. Balyasny Asset Management has withdrawn cash from Tuil’s hedge fund Sparta Capital Management, within a year of backing the former Elliott trader. The $250 million managed account Balyasny gave to Sparta earlier this year was terminated after a streak of losses including wrong-way bets on Grifols SA and John Wood Group Plc shares. Smith’s Palliser Capital UK has had more joy. With 14% returns in the 12 months to November and $1.1 billion of assets, it has amassed more client money than other Elliott London spinoffs and is campaigning to get mining giant Rio Tinto Plc to ditch its London primary listing. While Sparta and Palliser mimic the activist campaigns popularized by Singer, other UK alumni have been more varied, though none of those funds has amassed more than $1 billion either. Some people familiar with the firm speculate that it may even end up closing in London, and that some partners question why they can’t run wagers like British drugmaker GSK Plc out of the US. Others reject that idea outright, saying that the office remains important to Elliott, that its market positions there have been stable over the past five years compared to the previous five, its profit has tripled on that same timeline and its headcount has grown. Not everyone who quit left of their own accord, they add. Besides Gordon, several top Elliott managers work out of London: James Stott, its global head of real estate; Tom Houlbrook, the commodities chief; and Paul Best, who runs its European private equity unit. What’s not in question is that whoever ends up running the firm, its robust self-belief will remain undimmed. “Paul Singer ‘is’ Elliott, no doubt,” says Jacob Schmidt, who teaches finance at Regent’s University London. “But with son and long-term partners in place, the change will be slow and only over time. The aggressive strategy and distinct approach are unlikely to change.”

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12/16/2024

Activist Investors Call On Macy’s To Spin Off Bloomingdale’s And Bluemercury. Maybe It’s Time.

Forbes (12/16/24) Danziger, Pamela

Macy’s Inc. (M) just reported another disappointing quarter with net sales down 2.4% to $4.7 billion, notes Forbes contributor Pamela Danziger. Not since first quarter 2022 has Macy's Inc. reported positive year-over-year comps and that due to the post-pandemic bounce. CEO Tony Spring tried to deflect criticism with a statement, “Our third quarter results reflect the positive momentum we are building,” pointing to the company's turnaround plan introduced at the end of fiscal 2023. But after three quarters under the “Bold New Chapter” strategy with little to show for it, plus a black eye from a $151 million bookkeeping scandal that went undiscovered for nearly three years, investor patience is wearing thin. On Dec. 9, in advance of Dec. 11's delayed earnings call, activist investor Barington Capital, in partnership with Thor Equities, made a presentation before Macy's shareholders calling on Macy's Inc. to make radical changes. Perhaps the boldest and most radical proposal was to spin off the two bright spots in its otherwise stagnating department store business: iconic luxury retailer Bloomingdale's and beauty specialty retailer Bluemercury. While Macy's flagship revenues declined 3.1% this quarter, Bloomingdale's sales were up 1.4% and Bluemercury advanced 3.2%, though the company doesn't report revenues by nameplate. According to reports, Barington has built up an undisclosed position in Macy's, but it must be big enough to command attention. The Barington-Thor proposal claims Macy's shares are undervalued. Following Dillard's lead, it calls on Macy's to cut capital expenditures from 4% to between 1.5% and 2% of total sales and to repurchase at least $2 billion to $3 billion in stock over the next three years. “In our opinion, Macy's discounted stock represents the best investment the Company can make now,” Barington's chair James Mitarotonda and Thor's Joseph Sitt said in a statement. They also call for Barington and Thor representatives on the board. They also believe shareholder value is locked up in Macy's real estate holdings, estimated to be worth between $5 billion and $9 billion. The proposal calls on Macy's to create a separate real estate unit, called Macy's Realty Co., to collect rents from Macy's retail operations and thus maximize value of its owned locations. They believe these steps, as well as exploring “strategic alternatives” for Bloomingdale's and Bluemercury, could lead to a 150% to 200% total return to Macy's shareholders over three years. "The luxury spinoff opportunities are worth exploring," says Danziger. Combined, Barington estimates Bloomingdale's and Bluemercury account for some $3.2 billion in revenues over the last twelve months or only about 14% of the company's total retail revenues. "Then there's the beauty specialty Bluemercury chain," adds Danziger. Macy's acquired Bluemercury for $210 million in 2015 when it had 60 specialty stores. It has grown that number to 164, adding five stores in the third quarter. Yet, Bloomingdale's and Bluemercury combined only generate $3.2 billion, according to Barington's estimate and Bluemercury only has some 711k active customers to Bloomingdale's 4 million, so it must be a tiny part of the Macy's ecosystem. Bluemercury has found a foothold in the specialty beauty business. However, there are only about 20 Bluemercury Macy's shop-in-shops. Macy's and Bloomingdale's have long-standing and well-appointed cosmetics departments filled with premium and luxury brands. "Personally, I never quite got Macy's rationale for acquiring Bluemercury," says Danziger. Barington and Thor are all in with Macy's “Bold New Chapter” turnaround plan with some modifications, specifically to get it done faster, cut more costs, improve store-level productivity and optimize the value of the company's real estate portfolio to create more value for shareholders. “We seek to be value-added stockholders at Macy's that can bring fresh perspectives to the Company, especially in the areas of capital allocation, merchandising and retail, and real estate,” Barington's Mitarotonda and Thor's Sitt said in a joint statement. "Their proposal focuses in-depth on their cost-cutting and value-add proposals, but it doesn't delve deeply into the opportunities or challenges at Bloomingdale's or Bluemercury, mainly calling for the company to evaluate 'strategic alternatives' for these luxury nameplates," suggests Danziger. "As for the strategic alternatives, it seems unlikely that Macy's will spin off Bloomingdale's, which has been a part of Federated Department Stores since 1930, which acquired Macy's in 1994 and eventually became Macy's Inc. in 2007. However, Bloomingdale's must operate in its own luxury sphere and not be infected by Macy's mass-market-think. Since CEO Spring started his career with Bloomingdale's some 37 years ago, it may be immune. That being said, Bloomies offers a longer runway in the luxury retail market, while growing the Bloomingdale's Outlet might be a distraction but one more in keeping with Macy's standard-operating procedures." Danziger concludes that Bluemercury is another matter. "How much value it could create as a standalone business is a question worth pursuing. Macy's has done well with the brand but maybe another owner could do better or believe they could do better. At least it would sell at a premium over the $210 million Macy's paid a decade ago."

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12/16/2024

Tokyo Stock Exchange to See 94 Delistings in 2024 in Drive for Quality

Nikkei Asia (12/16/24) Tsutsumi, Kentaro; Imahori, Yoshikazu

The Tokyo Stock Exchange (TSE) is expected to delist 94 companies this year, the most since 2013, resulting in the first-ever decrease in the number of companies on the market. The exchange and investors are pushing to raise the quality of businesses on the market, which can lead to more international investment. The TSE merged with the Osaka Securities Exchange in 2013 to take its current form. Delistings are growing on the exchange's three markets combined -- the Prime, Standard and Growth markets. Compared with last year, 33 more companies will depart. New listings this year will total only around 80 companies due to the sluggish Growth market. The net number of listed companies at the end of 2024 is expected to be 3,842, one less than the previous year. This figure increased by an average of just over 40 per year between 2013 and 2023, which critics say was too high. Many companies delist in order to increase management freedom or because they are acquired by other businesses or investment funds. The owning family that spearheaded the privatization of Taisho Pharmaceutical Holdings this year said they thought that being listed "would likely become an obstacle to the implementation of medium- to long-term measures such as upfront investment and fundamental restructuring." Listed companies also face growing market pressure. The Tokyo Stock Exchange is promoting reforms to increase the attractiveness of the Japanese market. In 2022, it tightened the rules for maintaining a listing. In 2023, companies were asked to manage with awareness of their costs of capital and stock prices. Activist shareholders are making greater demands on businesses as well. Consultancy IR Japan counts 66 shareholder proposals by activists this year as of October, the second-highest number after 71 for all of 2023. Delistings are expected to remain high. Takeover proposals no longer are limited by company size, as seen in the offer by Canadian retail giant Alimentation Couche-Tard (ATD) for 7-Eleven operator Seven & i Holdings (3382), which has a market capitalization of over $40 billion. The number of cross-shareholdings between Japanese companies has decreased, making it easier to complete hostile takeovers. The TSE has shifted focus to the quality of listed companies over quantity. Transitional measures will be phased out after March 2025, leaving businesses required to meet tougher standards including in the area of market capitalization to maintain their listings. There is also discussion of raising standards for maintaining listing in the Growth market, forcing companies with lackluster stock prices to exit. Europe and the U.S. also see a decline in listed companies. The World Federation of Exchanges and other sources estimate the number of listed companies in the U.S. at just over 4,000 as of the end of September, down about 2,800, or 40%, from the end of 2000. Europe's figure was around 8,000, half the peak of 2011. Listing has become less important for businesses as the cost of doing so rises and it becomes easier to raise funds in private markets. The shrinking market does not necessarily herald more growth businesses on the exchange. But "companies that choose to remain on the market will face increasing pressure to achieve growth that exceeds the cost of listing," said Kazunori Tatebe of Goldman Sachs Research. As Japan lacks giant tech companies like Apple and other members of the "Magnificent Seven" in the U.S., it faces the challenge of nurturing growth companies.

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12/16/2024

Why Activist Investors Will Keep Engaging Restaurants in 2025

Restaurant Dive (12/16/24) Littman, Julie

With traffic down across much of the restaurant industry and many chains struggling with same-store sales growth, 2024 was a big year for activist investors. In their minds, brands like Starbucks (SBUX), Potbelly (PBPB), The Cheesecake Factory (CAKE), Red Robin (RRGB), Portillo’s (PTLO), and Cracker Barrel (CBRL) have room for improvement and better ways to boost shareholder value. Restaurants certainly aren’t a new target for such investors. In 2013, activist investors urged Darden (DRI) to sell Red Lobster to a private equity firm. A few years ago, Red Robin underwent a year-long battle with an investor that led to a shift in its board. “Activists have always loved retail, and as a subset of retail they’ve always loved restaurant chains or publicly traded casual dining or fast food chains,” Keith Gottfried, CEO of Gottfried Shareholder Advisory, which helps corporations work with activist investors. “It's hard to think of a major restaurant chain that has not had its encounter with an activist.” From an activist standpoint, restaurants are easier to understand compared to complicated technology companies, and activists feel like there are more levers to pull to extract shareholder value compared to other sectors, he said. “If you go after any of the chains that are relatively well known, you're going to get a lot of media coverage,” he said, pointing to the likes of Cracker Barrel and Potbelly. With the move toward delivery, pickup and omnichannel, the restaurant industry has shifted more toward a model that prizes efficiency over size, Gottfried said. Growing off-premise channels have been a great way to create revenue streams and boost shareholder value, he said, without incurring major real estate expenses. Engaged Capital, for example, is pushing Portillo's to shift toward smaller stores and possibly transition away from owning its buildings. Portillo's is already working on smaller, more efficient restaurants, and in 2024 opened its first Restaurant of the Future, which is just over half the size of its legacy 11,000-square-foot restaurant. At the same time, activists are watching declines in dine-in traffic at many casual restaurants, and are pushing for lower physical footprints as a way to boost margins, he said. Several chains are already working on closing underperforming stores as a way to improve the health of the overall system. Investors are also pressuring brands to move toward asset-light business models, which shift much of the financial and operational risk to the franchisee level. Potbelly, for example, has been refranchising many of its locations. This year, engagement from activists put increased pressure on CEOs to turn around chains in a short amount of time. That happened to Starbucks' former CEO Laxman Narasimhan, who was forced out of his post after a few quarters at the helm. Activists often engage boards to sell the company as another way to create shareholder value. That move was successful for the activists who pushed Darden to sell Red Lobster, for example. With more private equity firms willing to purchase restaurants, there could be more opportunities for activists to push for sales next year.

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12/15/2024

Opinion: Japan Needs a Homegrown Approach to Shareholder Activism

Nikkei Asia (12/15/24) Karaki, Akiko

In driving Dai Nippon Printing's (DNPLY) stock price from the high 2,000-yen ($13.23) range to over 4,000 yen in an astonishing timeframe of less than six months, Elliott Management in 2023 showcased what activist funds could bring to the table for Japanese corporations. Its success is by no means an isolated case, notes this opinion piece. Japan has witnessed a remarkable surge in corporate activism, positioning itself as the second-largest market globally for such campaigns, trailing only the U.S. Prominent global activist firms, including Elliott, ValueAct Capital, and Oasis Management, have made their presence felt through proposals for significant reforms, including divesting non-core assets and board reforms, positioning themselves as richly experienced investors who are aligned with both the company and its shareholders. The two primary categories of activism in Japan today — M&A initiatives and board reform proposals — illustrate the rapid evolution of activism from its past perception as a short-term, profit-driven adversary, often labeled a "vulture," to a catalyst for essential capital market reform. This shift underscores the vital role of shareholders as "collaborative stakeholders" dedicated to driving long-term corporate value by championing transformative actions. Together, these changes represent a fundamental redesign of Japan's capital markets, marking the start of the establishment of a new relationship between corporations and shareholders. The evolving landscape of shareholder activism in Japan tells a compelling story of transformation, from the stigmatized "vulture funds" of the early 2000s to today's sophisticated investor. These modern activists conduct thorough investigations using extensive resources, analyzing everything from the target company's financial and business challenges to its management's profiles and their relationships with internal and external stakeholders. This shift reflects changes in activist strategies and a broader evolution within Japan's corporate governance landscape aimed at enhancing corporate performance and accountability. And as companies increasingly align their market strategies with global standards, Japan presents unique considerations. For instance, it is often noted that shareholder rights are comparatively easier to exercise relative to the level of ownership stakes than in other countries. This presents a challenge for directly adopting U.S.-style models and highlights a growing expectation for a governance framework tailored to Japan's distinct context. Modern activists have refined their core strategy of investing in undervalued companies poised for improvement. Their approaches are now multifaceted, encompassing not only traditional financial restructuring but also strategic realignments and governance reforms, as seen in recent cases involving leading activist funds. Under the evolving landscape, the interaction between Elliott Management and Dai Nippon Printing highlights the impact of these across-the-board strategies. Plagued by a price-to-book (P/B) ratio consistently below 1 and a reluctance to engage with the market, Dai Nippon Printing became a focal point for Elliott in 2022. The activist fund proposed significant reforms, including substantial share buybacks, divesting noncore assets, and reducing cross-shareholdings. In response, Dai Nippon Printing set an ambitious goal to swiftly achieve a P/B ratio above 1. The company initiated a 300 billion yen share buyback program and enhanced its transparency with investors. The share price quickly doubled. While progress is evident, a significant gap remains between the intentions of activists and the perceptions of corporate executives in Japan. Many executives understand the significance of those shareholder voices yet still struggle to engage in a sophisticated way, leading to missed opportunities. Often, there is a conflict between executives, who aim for long-term management spanning decades or centuries, and funds seeking returns within the timespan of three to five years. Despite having the same goal of enhancing corporate value, this disparity makes engagement with activist funds uneasy and resource-intensive. It is important to ensure a good balance between the two interests, and this is not only the uniqueness of corporate Japan but also likely the strength of it. Engaging in these proactive discussions does not always result in definitive solutions, making stakeholder engagement a challenging endeavor. While the benefits of dialogue and mutual understanding are clear, actual decision-making involves multiple stakeholders, including the company itself, the fund, employees, both existing and new customers and the government, among others. These discussions are part of a journey toward finding "optimal solutions" that reconcile various stakeholder intentions. Given Japan's unique business landscape — characterized by greater emphasis on longevity of companies to serve society through providing products and services but also employment opportunities, on top of enhancing shareholder value — a Japan-specific approach to shareholder engagement may soon be necessary, rather than simply adopting U.S. models. Ultimately, the process begins by recognizing shareholders as crucial stakeholders and engaging deeply with their insights. Only then can the relationship between corporations and markets be redefined, creating a new corporate paradigm in Japan that fosters not only robust risk management but also innovation.

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12/12/2024

Why Gordon Singer Is More Powerful than Ever at His Father's $70 Billion Firm

Business Insider (12/12/24) Saacks, Bradley

Gordon Singer, the son of Elliott Management's founder Paul Singer and head of the $70 billion firm's London office, is the only one of the firm's 14 partners based abroad after last month's departure of Nabeel Bhanji, a young star investor who had been elevated to partner last year. The younger Singer now has less autonomy over his satellite office and fewer big-hitting portfolio managers reporting directly to him. And after a restructuring, authority has shifted Stateside as most investors now report to strategy heads, who are mostly in the US instead of London. Yet Singer has more power than ever inside the firm. That's the result of the creation of an all-powerful investment committee, where his voice is one of the most important in the firm, seven people close to the firm said. These people describe the 50-year-old UK head as a blunt but fair leader who has become the most well-rounded investor at the firm, other than his father and the 61-year-old co-CEO Jonathan Pollock. His rise comes at a transformative time for Elliott as the 47-year-old manager institutionalizes and becomes a more structured firm relative to its more freewheeling days. At the end of the first quarter this year, the firm returned 2.5% — and its annualized return was 9.2% for the three years prior, when its transformation started taking hold, an investor letter said. An executive's internal standing has never been so important at Elliott thanks to the new structure, people close to the firm said, and Gordon Singer's influence is at an all-time high despite tenured investors leaving the London office. "It's almost as if Gordon got to audition as a top guy for a number of years," said one investor who worked under him in London. These people said that before the restructuring, the Elliott London office could put trades on with the younger Singer's sign-off. "We were essentially running our own hedge fund," one former employee said, and it resulted in a tight-knit office that came to think highly of their pedigreed leader. Another former investor estimated that the London office had control of up to $7 billion in capital at its peak. But because the office was somewhat siloed from the US headquarters, Singer didn't have insight into many of the firm's biggest investments, including its big US activism bets such as the Athenahealth campaign that removed CEO Jonathan Bush, a cousin of former President George W. Bush. As its overall assets and head count continued to grow, the firm decided to consolidate its decision-making. Elliott brought in the consulting giant Bain during the pandemic in 2020 to review the firm's structure. The end result was the creation of the all-powerful investment committee that signs off on every trade. The committee and ensuing institutionalization frustrated many at the firm who missed its more freewheeling days. Soon, tenured investors and executives began to leave, including head trader James Bayliss and portfolio managers Mark Levine, Sebastien de La Riviere, and Mark Wills. Despite the exits, Gordon Singer's profile has grown inside and outside the firm. Some close to the firm said he's been more present in meetings with LPs since the reorganization, and those who have presented to the investment committee or sat on the committee said that other than his father and Pollock, his voice carries the most weight. As for the future of the London office, people said the firm wants to have an international office for both risk management and opportunities abroad generally. The firm moved its personnel focusing on Asia to London after closing its Hong Kong and Tokyo offices in 2021 and 2022, respectively, and the firm's London head count is now roughly 130, an all-time high. But many of the London offices' investors now report to their sector leader instead of Singer. For instance, several people said that Gaurav Toshniwal, one of the longest-serving PMs in London, now reports to John Pike, who's based in the US and oversees all energy investments. The changes have accomplished what the firm had hoped, though: Positions are bigger and more global, with portfolio managers in the US and UK teaming up on trades such as the $1 billion stake in British mining giant Anglo American. Five positions managed by investors based in London are $2 billion or larger, a person close to the manager said. Based on trades that originated from the London office or included "significant involvement" from UK-based investors, this year has been the most profitable in the history of Elliott's London outpost, the person said. The immediate future of Elliott is settled. The firm has it made clear that Pollock, the No. 2 to its 80-year-old founder, is next in line to run the firm. While the firm's management committee has grown to 12 with the recent promotions of Pike and Pat Frayne, those close to the firm said there's a clear hierarchy, and Gordon Singer's high standing goes beyond "just his surname." "He's the most versatile of anyone at the firm other than Paul and JP," one person said, thanks in part to his time running London semi-autonomously. The firm's decision-makers are not thinking about succession plans beyond Pollock, a person close to the management committee said, though Singer's supporters believe he is in line to one day take over. As of now, the younger Singer appears to have no plans to leave London, though he is spending more time on U.S. investments than before.

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