The Activist Investor Blog
The Activist Investor Blog
Starboard Innovates Again
Starboard Value just kills it. Most of their projects work out at least pretty well, gaining board seats and changing companies. It defied the odds to turn Darden into a winner. Its AUM has soared in its short history, topping $4 billion recently.
It does all this in part as an innovator. It promoted non-binding shareholder proposals as way of gaining leverage at Darden. It figured out how to threaten Yahoo after many others had failed. Now it has begun a novel approach to an activist situation at semiconductor maker Marvell Technology.
In a Form 13D from last week, Starboard disclosed a new 6.7% stake in Marvell. Starboard also revealed a creative consulting arrangement with three heavyweight semiconductor executives.
Starboard retained each for “consulting and advisory services” for its investment. It paid each $25,000 and required each to purchase Marvell shares with the after-tax income. Two of the three added their own funds and bought more than the 2,000 shares that the fee contemplates.
Starboard now has advice about its investment from three tech luminaries. It can quickly and thoroughly assess strategy, operations, and corp gov in a complex, fast-changing industry segment. No sell-side analyst or research service can bring this sort of firepower.
It also has three director candidates all ready to go, if it comes down to that. Its candidates already own shares, ostensibly purchased with their own funds. As investors, the three experts have incentives to find ideas that improve the share price.
Starboard also demonstrates, to company leadership and to other shareholders, a commitment to improving the company. It researched and recruited three industry authorities before it needed them as director candidates. It also paid the consulting fees itself as a way of getting smarter about the business. Hard for Marvell to argue that Starboard is interested in anything other than a profitable investment.
Starboard also played this well. At this early stage, it doesn’t need to disclose these advisory relationships any more than it needs to disclose its attorneys, PR firm, or other consultants. It shows investors and the company that it has talented individuals lined up for a potential proxy contest, without the hassle (yet) of nominating specific candidates.
It’s not quite clear why Starboard didn’t just convey shares in the company to the three consultants. Paying cash probably avoids problems related to valuing the shares and dealing with taxes, for both Starboard and the consultants.
We love it when an activist investor seeks to end the game before it starts. At Darden, Starboard showed it can win decisively at the end. Here, it seems they set up a situation to win at the beginning.
Tuesday, February 9, 2016