Yahoo!: The Perils of Whale Watching

By Eric Jackson09/21/11 - 06:00 AM EDT


NEW YORK (TheStreet) -- Earlier this spring, when Yahoo!(YHOO_) was bumping along around $16 a share, David Einhorn bought the stock.

When he revealed the new holding on May 2, the stock jumped. A few days later, it closed at $18.65 a share. Investors were finally ready to buy in to the Yahoo! sum-of-the-parts story which suggested the stock was worth in the mid- to high-$20s.

According to Einhorn's first quarter letter:

"The Partnerships established a new position in Yahoo! at an average cost of $16.93 per share. The company developed an extraordinary anti-shareholder reputation in recent years, beginning with its ill-advised decision in early 2008 to turn down Microsoft's(MSFT_) equally ill-advised (and ill-timed) bid to buy the company for $31 per share.

"Now, under new management, YHOO has taken some increasingly shareholder-friendly steps. It has given up competing with Google(GOOG_) in the web search business, a move which is improving free cash flow by reducing capex and operating expenses. It is using the improved cash flow to step up share repurchases (the company bought back more than 7% of its outstanding shares in 2010). YHOO is also taking steps to unlock value from some of its Asian assets in a tax efficient manner, including its 35% stake in publicly-traded Yahoo Japan.

"YHOO currently has $3 per share of net cash on its balance sheet and has approximately another $8 per share of value in its two minority equity stakes of publicly traded companies in Asia (Yahoo Japan and Alibaba.com). Assigning a conservative valuation (5x current year EBITDA) implies $18 per share for just the core businesses and the publicly traded securities and cash.

"We believe that Yahoo's most valuable asset is its 40% stake in Alibaba Group's still-private holdings, which are separate and distinct from its ownership in the publicly-traded Alibaba.com, which we are essentially getting for free. Among Alibaba Group's privately held Chinese internet assets is a company called Taobao, which is the leading eCommerce website in China. More merchandise was sold on Taobao last year than on eBay, and Taobao's merchandise sales are growing 100% annually. We would not be surprised if YHOO's 40% stake in Alibaba Group alone was ultimately worth YHOO's entire current market value. YHOO stock ended the quarter at $16.68 per share."

Of course, shortly after that euphoria came over the stock, Yahoo! disclosed that it had lost control of its ownership stake in Alipay through a footnote in a 10-Q at least 45 days after it first knew about it. (Fantastic governance, guys.)

That set off a three-month decline in the stock. By July 7, Einhorn had had enough and wrote to his investors:

"Shortly after [our] purchase, the value of the Chinese assets came into doubt as the CEO of the Chinese unit hived-off a valuable subsidiary into a corporation that he personally controls. From there, the finger pointing started going in every direction. This wasn't what we signed up for. We exited with a modest loss."

The pain for Yahoo! shareholders didn't end until Aug. 8, when the stock bottomed out at $11.09 with 60 million shares trading that day.

Coincidentally, that date was the first day that Dan Loeb bought 2.5 million shares of Yahoo! for his Third Point hedge fund. He continued buying for the next month until he became the company's third largest investor owning over 5% of the company.

Dan disclosed his 5% activist stake in the company two weeks ago and wrote to the board of Yahoo! then that:

"We firmly believe that there is much to be gained from a successful and rapid transition in management, as we are convinced that Yahoo is grossly undervalued. We have followed Yahoo for many years, and our analysis suggests that at a share price of $13.61, with $2.49 per share in tax adjusted net cash, $3.10 per share and $5.24 per share of after-tax values for the Yahoo! Japan and Alibaba Group stakes respectively, core Yahoo is left at an implied value of $2.78 per share or 2.2x 2012 EBITDA.

"With more effective and focused management, one could realistically envision a re-rating to at least 7.0x 2012 EBITDA, driving a target of over $19.00 per share. When coupled with tax efficient outcomes for its Asian assets, an additional $3.00-4.00 per share stands to be realized. Continued share count reduction via buybacks and other potential capital structure optimization alternatives would further bolster the Company's stock price.

" In addition, based on our discussions with industry experts and entrepreneurs, we believe that with new management, there is significant further value in leveraging Yahoo's globally trusted franchise and platform for a range of new products and innovations.

"Focusing specifically on the Alibaba Group, the mid-term value potential for this stake alone could represent another $5.00 per share of upside. The e-commerce interests housed under the Alibaba Group umbrella hold the dominant positions in the "B2B" (63% of 2010 market share according to Marbridge Consulting), "C2C" (85% share) and "B2C" (51% share) Chinese e-commerce markets. Alibaba Group's Taobao business is essentially Ebay and Amazon on steroids in terms of market share and revenue growth.

"According to Goldman Sachs, the Chinese e-commerce market was $75 billion in 2010, with a 3-year forward compound annual growth rate of 43% compared to the $193 billion U.S. market with compound annual growth of 14% over the same period. We currently estimate a pre-tax value for Alibaba Group of $25 billion. Given Alibaba Group's growth potential and market share, it is entirely conceivable that Yahoo's 40% fully diluted stake in Alibaba Group could double in value over the next 2-3 years, highlighting its tremendous value."

With certain value-enhancing steps, in other words, Loeb sees a company worth $28 a share. And I think he's being conservative when he says Alibaba Group would be worth $25 billion today. More realistically, it would be worth between $40 billion to $60 billion today -- depending how frothy the market was at the time.

So how can you have two equally smart and capable hedge fund managers come to such different conclusions about the same company?

You can see both have the same basic assumptions for the tangible part of the business. It's just that Einhorn assumed Alibaba Group was worth zero after the Alipay fiasco (or at least the risk attached to that asset was too high for him to keep holding). On the other hand, Loeb saw Alibaba Group as worth $25 billion. He also indicated that the relationship between Yahoo! and Alibaba Group could be saved (after getting rid of most of the Yahoo! board).

In fact, at a conference last week in New York in response to a question from Lee Cooperman (who also owned Yahoo! earlier this year), Loeb hinted that he'd personally been in touch with Jack Ma and something was in the works with him making a play for Yahoo! or its Alibaba Group stake.

I think the bottom line here -- and it's my educated guess -- is that Einhorn had done less research on Yahoo! than Loeb and just could handle the idea of looking like a fool in front of his investors if Ma did something crazy or Yahoo!'s board did something dumb.

Einhorn isn't alone in that view. On Aug. 8 -- the same day Loeb was jumping on Yahoo!'s stock at 52 week lows -- I met with 3 large investors in New York who were looking at Yahoo! All three wouldn't touch the stock, despite my strong urgings to the contrary.

They all talked about Ma as a loose cannon and how they'd look terrible in front of their investors if he screwed things up.

When I argued why I believed he wouldn't, one investor barked back: "Yeah but that's just your opinion. I need assurances. We can't put a billion to work on this with an opinion backing it up."

Loeb did.

Look, I don't begrudge Einhorn or others who passed on Yahoo! because of either strong risk management hurdles or insufficient comfort based on their research to date. Every firm has to know when they'll take a pass on something.

However, it was that hesitation on the part of others which was Loeb's (and other longs') opportunity. The difference between the potential return and the potential risk was -- in his view -- much more highly skewed to the upside than the downside.

The bottom line is that you cannot just follow so-called "whales" and how they trade a stock. Do your own due diligence. Form your own opinions. Invest accordingly.

[Jackson was long YHOO at time of publication]

Read the full post on TheStreet

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Pulling Back the Curtain on Taobao -- And Yahoo!'s Hidden Value

Taobao is the crown jewel within Yahoo!'s list of assets. It is a big reason why Yahoo!'s stock should be trading at $31 a share today - and much higher in the future.

Read the full post in Forbes here.

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TheStreet.com: Why 2009 Will Bring More Activism

From TheStreet.com:

By Eric Jackson

12/11/08 - 09:59 AM EST

With the market's tumultuous last few months driving down the price of equities, activist investors around the world have seen their stock investments take major hits.

• Carl Icahn has watched the value of his Yahoo! (YHOO Quote - Cramer on YHOO - Stock Picks) stake drop in half since May;
• Ralph Whitworth of Relational Investors recently resigned from the board of Sprint Nextel (S Quote - Cramer on S - Stock Picks) but kept his stake in the company, even as shares have dropped 80% this year;
• Chris Hohn of The Children's Investment Fund exited his J-Power position at a loss earlier this year, after his calls for change were beaten back by the Japanese utility. Some market-watchers suggest that after 10 to 12 years of growth as a strategy, investor activism is dead. Why? Poor returns, they say, and because the freezing-up of the credit markets prevents activist shareholders from calling on companies to lever up with debt to fund stock-buyback plans or increase dividends.

However, 2009 could very well prove one of the busiest years for activist investors in the last decade. I count 10 reasons why.

1. Obama will look favorably on pro-shareholder measures. Republican Securities and Exchange Commissioners have typically supported pro-management/Business Roundtable policies. Democrats have been much more supportive of shareholder activists. The Business Roundtable and other pro-management groups have portrayed shareholder-friendly measures -- such as making it easier to run alternative board candidates on the company's proxy -- as moves that empower fringe, or special interest, shareholders such as the AFL-CIO and Teamsters at the expense of plain-vanilla investors (retail or institutional).

Obama supports a different view and will likely equate more shareholder rights that promote better governance with better shareholder returns over time.

2. The new SEC Chair will sponsor several new shareholder-friendly measures. Obama will appoint an SEC chairman in the image of the last Democrat to hold that position, Arthur Levitt -- someone who will fight for openness, fairness and rights for all shareholders.
"Proxy access" was an initiative supporting the rights for shareholders to put forward alternate names of directors to be elected at the annual meeting proxy vote. Instead of having to fund a proxy contest themselves (vs. an incumbent board funding their re-election with the shareholders' money), "proxy access" would have allowed for these alternate names to appear on the company's own proxy and let the shareholders simply vote for the most qualified people to represent shareholder interests. This initiative died when the two Democratic SEC Commissioners retired and were not replaced.

Expect "proxy access" to return in the new administration in some form, helping to ensure the best possible people are serving as directors on our boards.

3. Valuations are on the floor. Activist investors are typically value investors who layer their activist efforts on top of a buy-and-hold approach to an undervalued stock. Value investors have been especially hard hit this year. Fortunately, the mass selling appears to have stabilized. While cheap should never be confused with value, it's likely that valuations will rise over the next 12 months and take the fortunes of activist investors with them.

4. A flight to quality in hedge funds will benefit activist investors. The hedge fund industry is going through a remaking of itself and will no doubt be a much smaller industry two years from now. The biggest and most successful ones will grow in a flight to quality. Activist investors with long and successful track records will benefit, even if their returns in 2008 are poor. Institutional investors can understand the activist strategy and how it's executed. It's not a black box and that is going to be helpful to activists in raising capital over the next few years.

5. Management and corporate boards will not want to be viewed as anti-shareholder. After seeing their market capitalizations decimated over the last 12 months, boards and management teams at public companies are sensitive to criticism. Lavish pay and executive perks are out. Assuming activists have legitimate arguments about actions that will unlock shareholder value, it will be much easier for them to get the ear of managements and boards in the next 24 months.

6. There will be a wave of industry consolidation. M&A has dried up in 2008 as corporate acquirers and targets kept their heads down in the foxhole. That's about to change. With valuations so low, there's never been a better time for stronger players to pick off the weaker ones in their industry.

At the same time, no board wants to make the mistakes that Yahoo! and Take-Two (TTWO Quote - Cramer on TTWO - Stock Picks) did this year by playing hard to get when a rich buyout offer came along. Activist investors will play a background role. For example, look for Bill Ackman of Pershing Square to push together Barnes & Noble (BKS Quote - Cramer on BKS - Stock Picks) and Borders (BGP Quote - Cramer on BGP - Stock Picks) (as he has a stake in both companies).

7. Activists have the longest lock-up periods of any hedge fund class, so they can put fresh capital to work. With hedge funds reeling from heavy redemptions, the funds in the strongest position this year are the ones with the longest lock-up periods. A lock-up is the amount of time a hedge fund investor must keep his/her money invested in the fund before being able to redeem.

Activists, at least the most successful ones, have among the longest lock-ups in the hedge fund industry, at 3-5 years. The logic for asking for such a lock-up is that activists understand that their hold period in a particular position might be many years, comparable to a private equity holding period. Unlike private equity, though, activist investors have their positions marked to market every day.

Activists know a six-month investment return in Sprint is likely to differ from a three-year investment return. With these long lock-ups, activists will be less affected by heavy redemptions this year than most other hedge funds. This means they'll have more money to put to work next year.

8. Limits on short-selling will benefit activists. As previously mentioned, the SEC is about to become more shareholder-friendly under the new administration. The agency also will likely seek to promote growth in the stock market. Short-sellers could come under more restrictions, promoting long-biased investors. Although no outright ban on short-selling will occur, a return of the uptick rule is likely. Any limits on short-selling like this will help long-biased investors like activist investors.

9. Activists will become more balanced on the long and short sides. Even though activists have typically been long-biased or long-only before 2008, the only investments that have made money this year are short bets. Activists will learn from this year's action to have a more balanced portfolio of investments on the long and short sides. Some activist investors like Greenlight Capital and Pershing Square have always taken this balanced approach. Expect others to follow their lead. This will improve performance and provide them with more capital to put to work in additional activist campaigns.

10. There's more to get "active" about than ever. Even post-Enron and post-Sarbanes-Oxley, 2008 has shown shareholders that there is more than ever to get outraged by in the actions and inaction of corporate boards.

Where was the oversight at Bear Stearns, Lehman, Citigroup (C Quote - Cramer on C - Stock Picks) and GM (GM Quote - Cramer on GM - Stock Picks) this year?

We hear a lot of CEOs and boards refer to a "perfect storm" occurring this year, an attempt to place responsibility for their companies' results on events outside of their control. Bob Rubin, director at Citigroup, recently said it wasn't realistic to expect a year ago that housing prices would drop as precipitously as they have. Although no omniscient board has yet been found, there are many that did an excellent job at protecting and growing capital in the last year.

As activists challenge the poorer-performing boards, the result will be stronger companies and better performance in the future. If these shareholder representatives are not questioned and are allowed to continue rubber stamping the will of management, we will have learned nothing from the debacle of the last 12 months.

At the time of publication, Jackson and his fun had no positions in stocks mentioned.

Eric Jackson is founder and president of Ironfire Capital and the general partner and investment manager of Ironfire Capital US Fund LP and Ironfire Capital International Fund, Ltd.

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WSJ.com: Let My Short-Sellers Go

Posted by Heidi N. Moore

June 12, 2008, 11:26 am

There are short-sellers, and then there are short-sellers.

So says activist hedge-fund manager William Ackman, the founder of Pershing Square Capital Management and scourge of companies ranging including bond insurer MBIA. Ackman’s attentions are currently focused on retailing giant Target.

In a conversation with Deal Journal’s Dennis Berman at Wednesday’s Deals & Deal Makers conference, Ackman addressed one of the hot questions of the day: are short-sellers (such as David Einhorn) being irresponsible when they advertise their negative views of companies? Or are these investors, who profit when stock prices decline, helping to keep the markets informed?
Ackman, who declared himself a passionate advocate of the First Amendment, said it depends.

Short-sellers who try to spread rumors in the market, he noted, should be prosecuted. But short-sellers who have done an analysis of a company’s financial standing should be free to make their points publicly. “Is there room for a 40-to-1 levered institution that is so fragile that a 38-year-old short-seller can go on TV and shake confidence?” Ackman asked. “If the whole country is only long, on margin, we’re going to have bubble after bubble. We want businesses that can stand critique by any investor.”

Ackman, of course, has experienced first-hand the backlash from companies against short-sellers. In his battle with MBIA in 2002, Ackman wrote a 66-page report about the company’s risky investments and had several lawyers look it over, and made it available to investors. The company sicced Eliot Spitzer on him, alleging that he was trying to manipulate the stock to his advantage. The SEC followed but dropped its investigation. Einhorn also ended up in an SEC investigation prompted by his remarks about small-business development concern Allied Capital. “If this is the regulatory response to someone criticizing a public company,” Ackman noted, then things are dire indeed.

Ackman unabashedly supports the rights of short-sellers like Einhorn to make their points in public forums. He argued that if Lehman had listened to Einhorn in November and raised capital to forestall concerns about its capital position, the securities firm could have avoided some of its current perception troubles and Einhorn would have posted losses on his short bets. “If the firm listened to Einhorn back then and raised capital, perhaps it wouldn’t be in these straits,” he said. “If you’re long, you can go into Barron’s and pump your stock and no one looks askance. If Einhorn says, ‘I have concerns about Lehman’s balance sheet,’ the New York Times writes a scathing article.”

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TheStreet.com: The Activist Investor: Lehman's Fuld Under Fire

From TheStreet.com
by Eric Jackson
06/12/08 - 12:59 PM EDT

CFO Erin Callan has been the public face for Lehman Brothers (LEH - Cramer's Take - Stockpickr) over the past six months, trying to convince shareholders that all is well with the smallest of the big investment banks. She failed, and that's why she got sent back to the firm's Investment Banking group this morning and why COO Joseph Gregory got ousted.

CEO Richard Fuld has a sterling reputation on Wall Street, and he has seen trouble before and navigated through it. The Long-Term Capital Management imbroglio from 1998 has been often cited as the last example of Lehman fighting off predictions of its demise. Fuld was there then and is firmly in command now. However, after what he allowed to transpire, particularly between Callan and hedge-fund manager David Einhorn over the past several weeks, he needs to be put under the spotlight now.

It was only in December that investors were congratulating Lehman for side-stepping the credit crunch that had hit their competitors between the eyes. That good fortune vanished when the ball dropped in Times Square to herald in 2008. Lehman has been under fire ever since, because of a number of poor decisions which began to show themselves.

Fuld yielded the spotlight to the CFO, who only took the position last November, and that's been a mistake. You might have thought he was playing bridge with Jimmy Cayne this whole time, based on how little we've seen or heard from him.

For the Icarus-like Callan, her brief CFO stint has seen lavish media praise and now a harsh fall from grace in the most public way. Four months after her promotion to CFO, Portolio magazine called her "Wall Street's most powerful woman". (Zoe Cruz relinquished that title when she left Morgan Stanley (MS - Cramer's Take - Stockpickr) amid large losses from her group last year.) Fellow women execs from the financial world voiced support for Callan. 85 Broads, a Web site for women in the financial industry, declared Callan a "rock star" CEO who is "drop-dead gorgeous with a brain to match."

The public attention that comes with the label of "most powerful woman on Wall Street" is a double-edged sword; ask Cruz or Citi's (C - Cramer's Take - Stockpickr) Sallie Krawcheck, who also was moved out of the CFO post at that firm. The press often praises women on the way up with glossy profiles, only to pounce immediately when trouble comes.

Callan's big undoing in these last six months has been her penchant for bravado-laden predictions, which she has had to continually back-track.

Here's a recap:

Earlier this year, Lehman bought up $2 billion in Alt-A loans (i.e., riskier mortgages). "We saw a great opportunity," said Callan in March. The current quarter has had more than $2.8 billion in losses of these loan types.

In January, she predicted that Lehman's return on equity would average in the mid- to high-teens this year. It's around 9%.

In February, Lehman raised $1.9 billion. Callan said at the time that it "took care of our full year needs." In late March, it raised an additional $4 billion and then another $6 billion earlier this week.

Additionally, for several days in March, many worried that Lehman was the next Bear Stearns, further adding to the market's turmoil. Its stock price plummeted from $45.99 on March 13 to $31.75 on March 17, the day before the release of its first-quarter earnings.

After Lehman exceeded expectations with those results, its stock snapped back 46% and the Callan swagger returned. She walked down to the trading desk following the call and, according to The Wall Street Journal, "high-fived" her colleagues. It seemed as though the storm clouds would pass.

The Einhorn Factor

David Einhorn, founder of the $6 billion Greenlight Capital, became Callan's nemesis.
Einhorn is the anti-Callan. He hasn't been perfect in his calls (being on the board of New Century, which was one of subprime's first big casualties), but he knows how to make money with average annual net returns of 25% since 1996. Einhorn puts substance before style.

Einhorn began questioning Lehman three weeks ago, after Greenlight's analysis showed that the firm had booked an unusually large number of unrealized gains in the first quarter -- 10 times the average from previous quarters -- which marked up equity positions that were not publicly traded.

Activist investing is typically practiced by long-only hedge funds. They use their "ownership" in the company as justification for calling for improvements that will increase shareholder value. Although companies can respond by trying to paint such investors as "short-termists," it's hard to disparage a fellow owner of the company. Activists will typically encourage the company to take actions meant to benefit all stock holders (including management).

With his Lehman investment, Einhorn might have created a template for a new type of activist investor: the activist shorter. Einhorn made his case for why Lehman would drop through a series of speeches and media appearances. With a good argument and his own track record as credibility, people listened.

Shorts are unfairly vilified in the press for not being true owners and for wanting to drive down the stock. Yet, as Einhorn and another prominent shorter, RealMoney.com contributor Doug Kass, have pointed out: Are management, stock analysts or stockholders of a company who talk up a stock not guilty of the same bias that a short has when talking down a stock?

All long and short holders of stock deserve to make money if they can articulate a point of view before the fact and see it borne out. Einhorn simply had a better argument than Callan and the market sided with him. Lehman's stock dropped 16% between the time when Einhorn first made his public remarks on the bank's problems on May 22 and last Friday.

Lehman Shows Its Hand

Callan was forced into damage control. She immediately questioned Einhorn's credibility, reminding investors that he was a short-seller. "Mr. Einhorn cherry-picks certain specific items from our quarterly filing and takes them out of context and distorts them to relay a false impression of the firm's financial condition which suits him because of his short position in our stock. He also makes allegations that have no basis in fact with the same hope of achieving personal gain," said Lehman in a statement.

Yet, days later, by its actions, Lehman demonstrated that it was in exactly the position Einhorn said it was. On Monday, Lehman raised $6 billion -- higher than what market observers expected. The stock has dropped another 17% this week and is down 64% year to date.

Said Einhorn succinctly, "They just raised $6 billion that they said they didn't need to cover losses they said they didn't have."

Who was picking cherries?

Market observers didn't necessarily blame Callan for Lehman's poor investment decisions, but she lost all credibility for her serial back-tracking.

Callan still didn't lack confidence in announcing the capital raise on Monday, sold at 20% off the firm's book value. She jawboned, saying: "The discussions at this point aren't about our viability or the fact that we will be here or the fact that we have sufficient liquidity. I think we put that to bed on a number of different levels through our own actions."

Her words simply did not match up to the reality Lehman is facing and that's why she deserved to be removed. She committed the cardinal sin of overpromising and under-delivering -- repeatedly. Einhorn, by contrast, has walked softly and carried big returns for his investors.

Yet, neither Callan nor Gregory is completely responsible for the mess Lehman finds itself in. Where was Dick Fuld?

Why Should Fuld Get a Pass?

It's inconceivable that if such problems were facing Citi or Goldman (GS - Cramer's Take - Stockpickr) that Vikram Pandit or Lloyd Blankfein wouldn't be held to account. Why have analysts, investors and the press given Fuld a pass? Callan alone didn't sign off on those Alt-A loans earlier this year.

Dick Fuld clearly needs to step out of the shadows and demonstrate there is a path forward that Lehman investors can believe in. Most expect that Lehman will have to sell itself in whole or part in the coming months.

Fuld's greatest asset through this mess has been his mystique that he's been here before and can help the firm get through this again. You don't lead through abstention though.

Lehman shareholders need Fuld to step up -- or sell out.

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