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Monday is the last day to  register at the lowest available fare to this year’s Spring Value Investing Congress on May 6 and 7 in Omaha, NE, where Warren Buffett keeps alive the spiritual torch of value investing. (The Spring event was previously held in Pasadena, CA, but was moved because Charlie Munger no longer holds the Westco meeting in Pasadena). This year’s event is conveniently scheduled immediately after the Berkshire Hathaway Annual meeting at the CenturyLink Center (formerly the Qwest Center). Register here by Monday, December 19th and you’ll save $1,800 from the $4,595 others will pay later to attend. Remember to use Discount Code O12GB1.

I’ve attend the last four Value Investing Congresses, and can highly recommend them. There’s nothing better than seeing an investor you admire explaining live his or her process for finding stocks. There’s also a chance they’ll sit down beside you in the audience, which Carlo Cannell did at the Pasadena event a few years ago. For more information on the speakers, click here.

Disclosure: I get a commission if you buy through this link, which I will use to defray the cost of having Sting play at my birthday party the real, non-reggae versions of Police songs.

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A little while ago Portfolio ran this great Felix Salmon article about Chris Wyser-Pratte, a 1972 Stanford MBA grad who spent the next 23 years as an investment banker, and the seven principles he was taught at Stanford Business. When I read through them, I was struck by how timeless they are, and how readily applicable to value investing. Here is Mr Wyser-Pratte’s list in its unadulterated form:

I learned exactly seven things at Stanford Graduate School of Business getting an MBA degree in 1972. I always used them and never wavered. They were principles that enabled me to put the cookbook formulas that everyone revered in context and in perspective. I think they served my clients (and perhaps me) rather well. Here are those seven principles, and who taught them to me:

  1. Don’t use many financial ratios or formulas, and when you’ve picked the few that will actually tell you what you want to know, don’t believe them very much (Prof. James T.S. Porterfield);
  2. Remember that any damn fool can compute an IRR or DCF. The trick is to find a business that can return 20% after tax, understand its critical indigenous and exogenous variables, and then run it so it meets its return target. (Prof. Alexander Robichek.)
  3. Always ask what can go wrong (Porterfield);
  4. Never extrapolate beyond the observed points of a distribution, you have absolutely no information outside the observed range (Prof. J. Michael Harrison);
  5. Remember that you can always break the bank at Monte Carlo by doubling your bet on red at the roulette table every time you lose. The problem is it will break you first; It’s called “the takeout.” Therefore, always manage your financial structure so that takeout is not an issue. (Porterfield.)
  6. Big M (today Nassim Taleb’s Black Swan) is never a part of the optimal solution. If it shows up in the answer with any coefficient greater than zero, you have the wrong answer and have to continue to do program iterations. (Harrison.)
  7. There is never any excuse for looking through the substance of an economic transaction, whatever the accounting, and if the accounting permits you to do so, it’s wrong (Prof. Charles T. Horngren.)

Read more at Portfolio. I’d love to hear any other great lessons you might have learned in business school or otherwise.

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J. Carlo Cannell runs Cannell Capital, the long/short activist investment firm he founded in 1992 with just $600,000 under management. Cannell’s ideas are as unconventional as the man himself – he’s a Princeton liberal arts major, then freelance journalist in Fiji – and he describes himself as a “fox, not a hedge hog” (referring, I guess, to either the Isaiah Berlin essay or the Philip Tetlock book). Cannell has also taken the unconventional step of returning money to investors. In 2004, when funds under management had grown to $765 million, Cannell started returning funds to investors and stepped down to spend more time with family, saying:

The mortality rate of hedge funds with more than a billion dollars of assets under management is very high. I think about that every time we rise to that level through retained earnings. I would like to think that we practice prudence over greed.

He left only briefly, returning just six months later to manage the three Cannell Capital funds, the Cuttyhunk Fund, the Tonga Fund and the Anegada Fund, but funds under management were considerably reduced: By September 30, 2009, Cannell had trimmed his holding to approximately $168 million, investing in 85 companies. (See here for more on Cannell’s background, and investment approach)

Given his unconventionality, the awesome oddness of Cannell’s presentations at the Value Investors Congress should come as no surprise. For example, Cannell’s 2009 presentation was called Hydrodamalis Gigas, the Steller’s Sea Cow, which we hunted to extinction just 27 years after discovering it:

Steller’s Sea Cow: Delicious, and easy to catch.

How does the Sea Cow relate to investing? Cannell looks for companies that, like the Steller’s Sea Cow, have a difficult time adapting to a changing environment. He gave as an example a restaurant stock, which would have a more difficult time adapting to a slowdown in the economy than an oil and gas company. In the 2010 New York Value Investing Congress, Cannell expanded on his restaurant theme. He compared his search for short candidates in the restaurant industry to picking up roadkill on the side of the freeway, saying that he avoids them if they still have any life left, but if they’re dead, he grabs his shovel and sticks them in his portfolio. Another short anecdote: I was hanging out in the audience at the Pasadena Value Investing Congress in 2010 when Carlo sat down beside me. We had quick chat and he was lovely guy. Another hedge fund manager lamented to Cannell about the high cost of activist campaigns. Cannell’s response was words to the effect, “My activist campaigns are cheap. All I spend is the cost of the stamp to send a letter.” That’s really deep value investing.

Cannell is speaking again at this year’s Spring Value Investing Congress in Omaha, NE on May 6 and 7. (The Spring event was previously held in Pasadena, CA, but was moved because Charlie Munger no longer holds the Westco meeting in Pasadena). This year’s event is conveniently scheduled immediately after the Berkshire Hathaway Annual meeting at the CenturyLink Center (formerly the Qwest Center). Register here by December 19th and you’ll save $1,800 from the $4,595 others will pay later to attend. Remember to use Discount Code O12GB1.

I’ve attend the last four Value Investing Congresses, and can highly recommend them. There’s nothing better than seeing an investor you admire explaining live his or her process for finding stocks. There’s also a chance they’ll sit down beside you in the audience. For more information on Cannell or the other speakers, click here.

Disclosure: I get a commission if you buy through this link. You should know that every little bit helps keep me in the style to which I’ve become accustomed, by which I mean I buy the third cheapest bottle of vintage Champagne on the wine list, and all of my caviar is Sterlet. Above all, I am a deep value guy. Know that the commission is well spent.

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Update: Icahn drops the hammer

From the press release:

ICAHN ENTERPRISES LP

FOR IMMEDIATE RELEASE

ICAHN ENTERPRISES HOLDINGS LP TO MAKE TENDER OFFER FOR ALL OF THE OUTSTANDING SHARES OF COMMERCIAL METALS COMPANY AT $15 PER SHARE

CONTACT: SUSAN GORDON (212) 702-4309

NEW YORK, NEW YORK, DECEMBER 6, 2011 – Carl C. Icahn today announced that Icahn Enterprises Holdings LP (a subsidiary of Icahn Enterprises LP (NYSE: IEP)), intends to initiate a tender offer for all of the outstanding shares of common stock of Commercial Metals Company (the “Company”) at $15 per share.

Closing of the tender offer will not be subject to any due diligence or financing conditions, but will be subject to the redemption by the Company’s Board of Directors of the recently adopted “poison pill” and waiver by the Board of Directors of Section 203 of the Delaware General Corporation Law, as well as other customary conditions. The tender offer will be subject to there being validly tendered and not withdrawn at least 40.1% of the issued and outstanding shares of the Company. That number of shares, when added to the shares already owned by the offeror and its affiliates, represents a majority of the issued and outstanding shares of the Company on a fully diluted basis. The tender offer will include withdrawal rights so that a tendering shareholder can freely withdraw any shares prior to the acceptance of such shares for payment under the tender offer.

Mr. Icahn stated that: “It is disappointing that this Board and management team rejected our all cash offer to buy Commercial Metals at $15 per share. I believe it was incumbent on the Board, and that the Board’s fiduciary duties required it, to allow shareholders to decide whether they wished to sell their Company.

Our tender offer will be directed to shareholders and will require shareholder action. After attempting to work with the Board, we are launching this tender offer so that shareholders can decide for themselves what they wish to do with their company.

We urge you to tender your shares. We have tried and failed to reason with the Board and management, and now it is incumbent upon you to voice your view and urge the Board to respond to shareholder demands. A strong tender offer response will send an unmistakable message to the Board that they need to redeem the poison pill and waive Section 203 so that the tender offer can close and shareholders can be paid immediately. All tendered shares will have withdrawal rights so that a tendering shareholder can freely withdraw any shares previously tendered prior to the acceptance of such shares for payment under the tender offer.

The tender offer price represents a premium of 31% over the stock’s closing price on November 25, 2011 (the trading day immediately prior to our previously announced offer to acquire the Company), which was $11.45, and a premium of 72.6% from its low this year on October 3, 2011, which was $8.60. If a majority of shareholders accept our tender offer (including shares already owned by the offeror and its affiliates), we do not believe that even this Board will stand in the way of allowing a majority of its shareholders from accepting this premium if they wish to do so. However, if the Board, even after hearing from a majority of shareholders, fails to lift the poison pill and waive Section 203, we will leave the tender offer open and seek a court order compelling the Board to redeem the poison pill and waive Section 203 so that the shareholders can receive their money.

We hope that even this Board will not decide to waste time and money fighting the will of shareholders in a courtroom battle. But, if they choose to do so, please know that we will fight this case all the way to the Delaware Supreme Court, and it is our belief, that we will prevail on the merits and that the court would order the Board to redeem the pill and waive Section 203 so that the shareholders can be paid. Obviously, the greater the amount tendered, the stronger our case will be.

Commercial Metals has consistently been at odds with good corporate governance standards. Examples of the lack of good corporate governance that are blatantly hostile to shareholders abound and include: (i) the retention of a staggered board, (ii) the adoption of a poison pill without shareholder approval and at the extremely low trigger of 10%, and (iii) the refusal by the Board to allow shareholders to vote on whether our offer was sufficient.

In addition, the 2011 ISS Proxy Advisory Services Report for Commercial Metals highlights numerous other areas of “High Concern”. ISS also noted that Commercial Metals sustained poor total shareholder return performance as determined by ISS’ standards. As a result of the Company’s poor performance, it is extremely important to send a clear message to the Board and management by tendering your shares.

Carl Icahn submitted a bid  for Commercial Metals Company (NYSE:CMC) last week that prompted an odd response from the company. Icahn sent a follow-up letter that was vintage Icahn. It seems management continued to ignore him, so late last week he sent a further letter to the company demanding action by yesterday at 9am. Icahn’s letter:

CARL C. ICAHN

December 2, 2011

Board of Directors
Commercial Metals Company
6565 North MacArthur Boulevard, Suite 800
Irving, Texas 75039

Ladies and Gentlemen:

On Monday, we informed you and publicly announced that Icahn Enterprises LP would purchase Commercial Metals Company at $15 per share, in cash, without any financing or due diligence conditions. Disappointingly, it is Friday afternoon, the week is over, and we have still not heard from you.

We are sure that you are keenly aware that since our announcement, over 22 million of the Company’s shares have traded. This represents over 19% of the Company’s outstanding shares, and is 200% higher than the average weekly trading volume over the past 52 weeks. To allow your shareholders to trade such heavy volumes without responding to our offer is completely irresponsible – but wholly consistent with the pattern of irresponsibility demonstrated by the Company over the years.

Icahn Enterprises (which currently has, on a consolidated basis, $22.4 billion of assets, including in excess of $13 billion in liquid assets, which are cash and marketable securities) made a legitimate offer to acquire your Company, and to be clear, we continue to be immediately ready to meet with you to document the transaction. We are not asking for any due diligence or financing conditions. All that we are asking is that you allow your shareholders to decide if they wish to sell their company.

We have received a number of inquiries from shareholders this week, as we are sure you have too. Shareholders deserve an answer; it is incumbent on this Board to respond to our offer. To that end, if you continue to disregard your duties and have not contacted us by 9:00 a.m., New York City time, on Monday, December 5, 2011, to schedule a meeting to discuss our offer, please be forewarned that we intend to take matters into our own hands.

Carl C. Icahn

No position.

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Here’s a great story from investor Jay Schembs about Adams Golf Inc (NASDAQ:ADGF), which will be familiar to anyone who has spent some time sifting through net net screens for the last few years. Jay has had a position in ADGF since late 2008. After sitting through one too many conference calls listening to platitudes from CEO Chip Brewer about “shareholder value,” Jay decided to send a letter to ADGF’s largest shareholders pointing out the perfect inverse correlation between management’s equity grants and share price performance. Here’s Jay’s letter:

Dr. John Gregory
Mr. Joseph Gregory
SJ Strategic Investments
340 Martin Luther King Blvd., Suite 200
Bristol, Tennessee 37620

Mr. Roland Casati
Continental Offices, Ltd.
2700 River Road, Suite 211
Des Plaines, Illinois 60018

RE: Adams Golf

Dear Messrs. Gregory and Mr. Casati,

I am writing to voice serious concern regarding the alignment of management and shareholders of Adams Golf, Inc. (ADGF).

First and foremost, we as shareholders are suffering a slow death, quarter after quarter, as we endure a consistent erosion of ownership. From December 31, 2006 to September 30, 2011, due to equity grants given to management (primarily CEO Chip Brewer) fully diluted shares have increased 31%. During that time, the company’s share price has decreased 31% and shareholders have received zero cash distributions. How that performance should entitle management to ongoing equity compensation for a “job well done” is beyond me.

One of the primary concerns with regards to measuring management performance is the use of EBITDA. From ADGF’s 2010 proxy statement:

Our Annual Management Incentive Compensation Plan provides our named executive officers and key employees an opportunity to earn a semi-annual cash bonus for achieving specified performance-based goals established for the fiscal year. In 2009, 2010, and 2011 the Compensation Committee has established performance objectives for the named executive officers based on targeted levels of revenue growth and EBITDA (earnings before interest, taxes, depreciation and amortization). We believe that focusing on revenue growth is important because there are distinct advantages to revenue and profitability scale in the golf equipment business, such as the ability to advertise on network-televised golf events, to sponsor professional tour pros, and the ability to compete for strong research and development talent. We believe that focusing on EBITDA is important because it is the most widely accepted metric for the cash flow generated by a business. The performance objectives allow the named executive officers to earn a cash bonus up to a specified percentage of their base salary if Adams Golf achieves at least a specified threshold of the above metrics.

In the long term, shareholders only benefit to the extent the enterprise generates cash available for distribution. In stating “EBITDA is important because it is the most widely accepted metric for cash flow generated by a business,” you are ignoring taxes, capital structure, and investments required in fixed and working capital. ADGF does not require much investment in fixed assets, but does require substantial ongoing investments in working capital. As such, EBITDA fails to account for these cash outflows necessary to support growth.

A more sophisticated way to measure performance would be to look at the after-tax operating profit generated by the business in relation to the amount of capital investment required to generate those returns. From FY2006 through the last twelve months (“LTM”) ending September 30, 2011, ADGF has averaged a 4% return on invested capital.

As I mentioned earlier, during this same period, the share price has declined 31%. Certainly some of this share performance is attributable to broader economic and financial market woes. In my opinion, however, ADGF’s share underperformance is due primarily to the ongoing dilution described above as well as shareholder value destruction caused by generating returns below the company’s cost of capital.

My suggestion is to significantly overhaul the management compensation structure. Base management performance metrics on true creation of shareholder value (utilizing Economic Value Added or a similar metric), rather than simplistically focusing on revenue growth and EBITDA.

The significant equity grants to CEO Chip Brewer have enabled him to build a sizable ownership in ADGF. Mr. Brewer’s ownership on a fully diluted basis stood at 9.6% as of the 2010 proxy filing. Shareholders hopeful that Mr. Brewer’s ownership puts them on the same side of the table, however, are dismayed to find that since December 31, 2009, Mr. Brewer has purchased zero shares. During that same period, he has sold nearly 183,000 shares. This is hardly a ringing endorsement that we as shareholders have the CEO on our side.

In quarterly earnings calls, Mr. Brewer frequently talks about “creating shareholder value.” He encounters the question of this ongoing shareholder dilution more frequently on these calls, but always sidesteps a true response to shareholder concerns. One wonders how consistently diluting existing shareholders at the expense of management while failing to earn an acceptable rate of return on capital creates shareholder value.

I currently own slightly more than 1.5% of the fully diluted common equity outstanding. As such, while I certainly cannot influence any corporate decisions, I do take a keen interest in the affairs of the corporation. I am not representing a larger cabal or a hedge fund with greenmail or other ulterior motives. I would like to remain a long-term shareholder, but am reaching a level of frustration that will ultimately result in a sale of my shares if these concerns are not addressed.

What I ask is that you as the largest non-management shareholders seriously reconsider the current management compensation structure. Adams Golf has a great brand name, has overcome its legal issues, and in my opinion has a very bright future as a continued leading and innovative golf equipment company. If the board of directors cannot truly align the interests of management, the board and the broader shareholders, you will be left with consistent shareholder turnover and a stock price that continues to lag, as no long-term investors will be willing to commit their capital to a partner they cannot trust to truly represent their interests.

Regards,

Jay Schembs

Disclosure: I am long ADGF.

The good news is that the letter had immediate impact. Here’s Jay:

Earlier this week, I sent a letter to two of Adams Golf’s largest shareholders – the Gregory family and Roland Casati. I also published the letter on Seeking Alpha here. In the letter, I impored (sic) these shareholders to recognize the ongoing dilution and inadequate returns on capital generated by CEO Chip Brewer.

On Thursday, the Gregory family and Mr. Casati released an SEC form 13-D, wherein Mr. Casati has irrevocably pledged to vote his shares with the Gregorys. In total, they represent nearly 35% of the outstanding equity. More importantly, they will be voting against Mr. Brewer as a director on the board in next year’s proxy, and indicated they may submit “other possible related proposals to present to the stockholders.” While vague, taken in context with the vote against Mr. Brewer indicates to me they are hearing the shareholder frustration.

I can only hope my letter helped expedite what has been a long time coming.

I love to see a small shareholder getting results.

Greenbackd Disclosure: No position.

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Dr. Travis Dirks has provided a guest post with important implications for activist and special situations investors. Travis is the Founder and CEO of Rotary Gallop, a company pioneering the application of Nobel-prize winning mathematics to the problem of acquiring, keeping and exercising corporate control. You can reach him at T@RotaryGallop.com

—-

To Fellow Greenbackd Readers:

Activists:

The advice you receive on proxy strategy is medieval. I mean that literally. It is a pocket of our world, which like baseball before Billy Bean and Moneyball, has not experienced the scientific revolution. That backwardness leads to serious strategic errors and the following post is a small example of how much better one can do.

Special Situations Investors:

We can calculate the exact odds that an activist will succeed in a proxy campaign. That makes certain activist campaigns a reliable uncorrelated class of special situations that can really boost you portfolio and help uncouple it from the market. Activist campaigns have all three legs of the special-situations stool: a clear deadline for the battle, a clear idea of the value of the company with/without their changes in place (if the activist has done his job), and the odds of success (now possible with Rotary Gallop’s tools). You can’t ask for a more textbook-perfect special situation than that!

—-

A current case beautifully highlights a fact we observe in engagement after engagement: going from qualitative fuzzy adjectives (traditional proxy strategy advice) to quantitative hard numbers can be a gamechanger! Even when the situation appears blatantly obvious, cold hard numbers give a new perspective like no other. Case in point: ModusLink Global Solutions, Inc (NasdaqGS: MLNK ) featuring Peerless Systems Corp. (PRLS) and Steel Partners.

For the second year in a row, ModusLink is having an eventful proxy season. For a great summary, check out the October 28th edition of the always useful Catalyst Equity Research Report . This year, management faces Peerless Systems’ seasoned activist Timothy Brog. He is backed by an amalgam of varied and vocal supporters, totaling roughly 11% ownership. This is significant activist power. Peerless is seeking to replace two directors up for election this year.

As far as we’ve been able to determine, Steel Partners, the 800-pound gorilla in the room and largest shareholder by far with nearly 12% ownership, has not publicly announced allegiance to either side. One might rightly assume the obvious: that Steel Partners is a huge prize in the contest and that they may have significant negotiating power with both management and Peerless Systems.

However, as a decision executive at one of the involved parties, how do I use this information? What do I do with an adjective like “significant” or “huge”? How do I weigh “significant” against the actual costs and changes that Steel Partners might like to see in order to support me? And what does “significant” really mean, coming from an advisor who may have a different gut-calibration than myself? Answer: It is a big fat ambiguous term that in turn results in a big fat clumsy strategy.

We can do better. Rotary Gallop’s Control Measurement  techniques crush fuzzy adjectives and presents tangible numbers. Numbers that you can touch and feel, weigh and measure, and then use to think. Numbers that exactly measure the power and influence of each shareholder. In the case of ModusLink, at Rotary Gallop we take “significant” and give you:

Steel partners has a voting power of 53%. In the upcoming proxy battle this January,  there is a 53% chance that Steel Partners will cast the deciding vote.

Take a moment to appreciate what just happened. We’ve gone from an adjective like “significant”, to knowing the odds that Steel Partners will be the deciding factor in the election. Now that is a giant leap forward! And the beauty of numbers is that we can make the connection between Steel Partners and the fate of the opposing campaigns even more direct.

Presenting Exhibit 1: Management and Peerless’s Risk of loss

We have directly measured the “significance” of Steel Partners’ decision to Peerless and ModusLink. Look at the middle gray columns in the graph below. With Steel Partners remaining undecided, ModusLink has a 65% chance of losing, while Peerless has a 35% percent chance of losing. That is a fairly wide-open race, with management winning 7 out of 20 times.

Exhibit 1:  Measuring the Risk of Steel Partners’ decision to ModusLink and Peerless

If Steel Partners sides with ModusLink (blue columns) the tables turn but the race still remains quite wide open. Peerless has a 61% chance of loss while ModusLink now has only a 39% percent chance of loss. (ModusLink now wins 12 out of 20 times). If, on the other hand, Steel Partners sides with Peerless (red columns) we have a much more drastic change in the character of the race, with ModusLink’s risk of loss shooting all the way up to 92% percent and Peerless’s dropping to only 8%!

Using an adjective, like significant, to communicate the importance of Steel Partners completely misses the key observation that their value is asymmetric. In siding with ModusLink, Steel Partners does not change the character of the race – it still remains essentially open. However, in siding with Peerless, Steel Partners makes a proxy win nearly impossible for ModusLink’s and the game changes from a contest to one of negotiations. Thus, from Peerless’s point of view, Steel Partners represents a primarily offensive opportunity (a game winning strategy), while ModusLink should see them as primarily defensive (a stay-in-the-game strategy).

Now Peerless, ModusLink, and Steel Partners all know just how valuable Steel Partner’s decision is to each party and they will all be able to make much more intelligent decisions about what concessions are and aren’t worth Steel Partners’ support. Having at least this part of the competitive landscape in sharp focus will help the decision makers at Peerless and ModusLink as they head towards the election in January. And for other decision makers and advisers our there: You don’t have to put together your strategy while viewing the battle field through a dirty coke bottle. We have satellite images!

As I sign out, I’ll note that we can go another step further and put a monetary value on Steel Partners’ Vote for both Peerless and ModusLink, but that’s a post for another day. Let me know what you think!

-Travis

Greenbackd Disclosure: No position.

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