There’s less than meets the eye to a regulatory filing in Japan that seemed to show that hedge fund Third Point is no longer one of the top 10 investors in Sony. The filing, first reported by Reuters, appeared to indicate that fund manager Daniel Loeb is retreating after the company in August rebuffed his proposal urging it to spin off a minority stake in its movie, TV and music entertainment assets. But Third Point fell off the top 10 list because it shifted shares to different names, and into swaps that are not reported, I’m told. The changes give the fund more flexibility to maneuver outside the public eye, although it’s still in close contact with Sony management. Last month Loeb told his clients in a report that Sony remained one of Third Point’s “current core investments” (with Softbank and T-Mobile) and that he saw “the potential for increased value in 2014.” Sony’s rejection of his proposal “proved costly for shareholders” leading the company’s stock to “trade significantly below their sum of the parts valuation.” Sony’s U.S. shares are +21% for the last 12 months but -13% in the last six months. Still, Loeb said that he had “high hopes for CEO [Kazuo] Hirai and his lieutenants to continue their path towards greater profitability and to make difficult decisions when necessary to reach those goals.” The fund …
The CEO of Third Point says that George Clooney was “a little hyperbolic” in August when the actor — in an interview with my colleague Mike Fleming Jr – defended Sony Entertainment execs from the hedge fund manager’s attacks. Daniel Loeb just told The New York Times’ DealBook’s Opportunities for Tomorrow Conference that Clooney “misinterpreted” the effort to persuade Sony to divest a minority stake in its movie, TV and music properties: He and Clooney want the same thing, Loeb says, “less spending on overhead and more on films.” Indeed, Loeb says, “I’d love to meet [Clooney] some time and talk these things over.” Sony rejected the investor’s stock sale proposal, but he says that he’s satisfied with the outcome of his campaign. “The reason we wanted the spin off is because we wanted transparency” — which he expects to see later this month when Sony Entertainment execs plan to meet with investors. “I see that as a great outcome for us.” Loeb also says he has “a good relationship” with Sony CEO Kazuo Hirai, who he has met twice including at a breakfast a few weeks ago. Loeb’s much friendlier than he was in July when he attacked the studio saying that its summer films After Earth and White House Down had “bombed spectacularly.” He added that they were “2013′s versions of Waterworld and Ishtar” and that it was “perplexing” that the company gave …
The company is telling analysts and investors to hold November 21 for a “Sony Entertainment Investor Day” to be held at the Sony Pictures Entertainment lot in Culver City. No word on why — or who’ll be there. But this appears to be a follow up to a promise that CEO Kazuo Hirai made last month to Third Point CEO Daniel Loeb: After rejecting the hedge fund owner’s proposal to create a new stock for entertainment and sell a minority stake to the public, Hirai said that he would ”increase disclosure regarding Sony’s entertainment businesses. We agree this can help market participants analyze their performance and monitor their success.” Loeb stung the company over the summer, charging that Sony “has plenty of reasons to worry about Entertainment”, which he said generated lower profit margins than its competitors. George Clooney came to Sony’s defense in a conversation with my colleague Mike Fleming Jr., calling Loeb a “carpetbagger”. Hirai said that the board “unanimously concluded that continuing to own 100% of our entertainment business is the best path forward and is integral to Sony’s strategy.” Loeb is an investor in Variety with Deadline’s parent company, PMC.
The hedge fund run by CEO Daniel Loeb has revealed a stake in Disney worth $115M, as disclosed in a filing on his holdings as of June 30. Third Point‘s stake amount to less than 1 percent of Disney, or 1.8M shares. This adds to Third Point’s Hollywood holdings in Sony and MGM.
Daniel Loeb In Retreat: Backs Off Sony For Now With Praise For CEO Kazuo Hirai And George Clooney; But Can He Be Trusted?
Nikki Finke who is on vacation will have a fuller Loeb vs Sony report soon.
Apparently, The Most Hated Man In Hollywood just wasn’t comfortable being labeled “The Most Dangerous Man To Our Industry” by George Clooney for all the world to read (via Mike Fleming’s exclusive Deadline interview and carried by Yahoo this past weekend). So now Third Point hedge fund CEO Daniel Loeb claims today he’s backing off Sony. But only after the putz created chaos and confusion inside a stable and successful studio, destabilized Michael Lynton’s and Amy Pascal’s and Jeff Blake’s management because two summer films After Earth and White House Down bombed at the domestic box office in what is a cyclical business, and imperiled many current jobs and future projects there. It’s disgusting. Not only does he seek to profit from the misfortunes of countries (Greece) and corporations (Sony after Howard Stringer crashed and burned the once great electronics giant), but in this case bullies a major entertainment company to the brink. Now Loeb will simply retreat to his East Coast dream homes and not give Hollywood another thought until the next time he feels the urge to kvetch. Kudos to Clooney for having the balls to hold up Loeb to public scorn. And congrats to Sony CEO Kazuo Hirai for not panicking or pressuring top executives to leave just to appease Loeb. Nice work, too, by producer Lynda Obst who gave a very forceful and cogent defense of SPE on CNBC yesterday. As for Ashton Kutcher and his worthless opinion, let’s see how his career careens when his Jobs indie flops and CBS/Warner Bros no longer pays him to make Two And A Half Men even more unwatchable.
Loeb today did an about-face and claimed to Variety he was backing off Lynton, Pascal, et al: “We support Hirai, and to the extent that he supports his management team and they can meet the board’s initiatives around transparency and profit margin improvement, I see no reason [the current executives] cannot do that. It is a decision for Mr. Hirai to make.” This is after Hirai sent a letter to Third Point (which owns 7% of Sony) and rejected Loeb’s unsolicited proposal to spinoff Sony’s entertainment unit. Suddenly Loeb was calling Hirai’s letter “thoughtfully written and detailed in its discussion of profitability and transparency. There was a lot there for shareholders to hang their hats on.” Loeb also admitted “it is probably unfair to focus on one or two bad movies, just in the way that Third Point from time to time can have one or two bad months or a bad year. … We’re really not focused on individual movies or their slate. I know I mentioned that in the last letter, but at this point it is more productive to support management and the goals advanced by Mr. Hirai in his letter.”
Loeb clearly never counted on being outed by Clooney for “knowing nothing about our business” and dissed so publicly and forcefully and publicly by the filmmaker. Loeb replied: “Notwithstanding the fact that the media likes to create a stir, I admire Mr. Clooney’s passion for Sony and his loyalty to Sony and his friends there.” But Loeb nervily suggested he and Clooney share a “common goal: a more disciplined company with better allocation of capital means less money spent on bureaucracy and more investment in motion pictures. We are all for intelligent investment in creative content. I believe our interests are aligned in a way he probably doesn’t realize.”
UPDATE: Third Point Responds Tonight After Sony Rejects Daniel Loeb’s Spinoff Proposal And Will Keep Entertainment Unit
UPDATE: The battling continues in this war of words. Daniel Loeb’s hedge fund Third Point tonight made clear it won’t stop destabilizing Sony and its entertainment division after the Japanese parent company rejected Daniel Loeb’s pressure to spinoff its showbiz unit. Third Point said it will “explore further options to create value for shareholders” and “welcomes Sony’s commitment to greater transparency and expects this will foster a culture of accountability. Sony has clearly recognized the performance issued we identified. In the new spirit of transparency, management should communicate more specific plans to improve entertainment results. A renewed focus on profitability and better margins should reduce bureaucracy and thus free up resources to invest in high quality motion pictures, filmed entertainment, networks and music, aligning shareholder interests, the creative community and consumers.”
Earlier today, Sony told Third Point CEO Daniel Loeb today it is rejecting his proposal to create a stock for its entertainment assets and then sell up to a 20% stake to the public. The board has “unanimously concluded that continuing to own 100% of our entertainment business is the best path forward and is integral to Sony’s strategy,” CEO Kazuo Hirai says in a letter to the hedge fund manager. “We do, however, expect to increase disclosure regarding Sony’s entertainment businesses.” Hirai adds that he’s “very focused on increasing margins at [Sony] Pictures.” That’s a particular sore point for Loeb, especially following the box office results for After Earth and White House Down, which he said last week “bombed spectacularly.” In response, actor George Clooney told my colleague Mike Fleming Jr. that Loeb is “a carpet bagger…who is trying to spread a climate of fear that pushes studios to want to make only tent poles.” Hirai says that he’ll cut costs while also “aggressively investing in our global television production business” and “building upon our diversified film slate strategy.” He notes that Sony has “instituted an even more exacting ‘green light’ process for film production, focusing more intensively on overall slate profitability as well as per film returns-on-investment.” Sony’s decisions were based on its belief that demand for premium content will grow “at unprecedented levels” as broadband and mobile devices become nearly ubiquitous. Shareholders “will benefit from owning all, rather than a part, of these valuable [content] assets.” Loeb is an investor in Variety with Deadline’s parent company, PMC.
The letter follows below:
It’s no more Mr. Nice Guy for the founder of hedge fund Third Point, a major investor in Sony. In a letter to his investors today, Daniel Loeb says he’s fed up with the performance of the electronics giant’s movie, TV, and music businesses — which he wants Sony to package in a separate stock, with a minority stake sold to the public. “We were surprised that after Entertainment’s highly touted big budget summer releases — After Earth and White House Down — bombed spectacularly at the box office, CEO [Kazuo] Hirai, speaking at the Allen & Co. Sun Valley conferences a few weeks ago, brushed off these failures saying: ‘I don’t worry about the Entertainment business, it’s doing just fine’,” Loeb says. Calling the films “2013′s versions of Waterworld and Ishtar,” Loeb says it’s “perplexing” that Hirai gave “free passes” to Sony Pictures Entertainment Co-CEOs Michael Lynton and Amy Pascal, who he called “the executives responsible for these debacles.” Loeb adds that he’s concerned about the studio’s pipeline, which he describes as “bleak, despite overspending on numerous projects.” And the television business “relies on old Merv Griffin Production workhorses like Jeopardy! and Wheel Of Fortune” but “has no hit network television shows, only one major syndicated network show, the Dr. Oz Show, and has missed the market for unscripted television.” Loeb says a stock offering would make the operation more transparent and …
Looks like Yahoo is more concerned about the Third Point founder’s intentions than everyone let on early this week when they announced that the company would pay $1.16B for 40M of Daniel Loeb’s shares, bringing his stake below 2%. The agreement also includes an extended standstill agreement, which prevents Loeb from moving against Yahoo management into 2018, according to an SEC filing today. It bars the hedge fund from owning more than 3% of Yahoo’s shares. Loeb can’t solicit proxies or make a shareholder proposal. The activist investor also would need board approval before he could participate in a merger or a restructuring or recapitalization involving one of Yahoo’s subsidiaries or affiliates. The Internet company said that it wouldn’t disparage Loeb and his colleagues, Michael Wolf and Harry Wilson — all of whom will resign from the board at the end of this month. Loeb is an investor in Variety with Deadline’s parent company PMC.
Yahoo shares are down more than 3% this morning after the company said that it has bought back most of the shares owned by Third Point’s Daniel Loeb — leading him and colleagues Harry Wilson and Michael Wolf to resign from the board at the end of this month. ”Since our Board’s rigorous search led us to hire Marissa Mayer as CEO, Yahoo!’s stock price has nearly doubled, delivering significant value for shareholders,” Loeb says. “I’m confident that with Marissa at the helm and her team’s focus on innovation and engaging users, Yahoo! has a bright future.” The agreement to buy 40M of Loeb’s shares, at $29.11 apiece, will bring his stake in the company below 2% — and will count toward the company’s plan to repurchase $1.9B of its stock. Loeb is an investor in Variety with Deadline’s parent company PMC.
The sale makes sense for Loeb, the billionaire founder of hedge fund Third Point. He’s a value investor who likes to engage in deep research and then bet on relatively boring companies and assets that others overlook. Few would consider Yahoo undervalued after its stock appreciated 77% in the last 12 months. And the company is far from overlooked with former Google exec Mayer at the helm. The sale gives Third Point cash to devote elsewhere — possibly including Sony where Loeb is urging the company to issue stock in its movie, TV and music assets. (He wants Sony to hang on to about 80% and let the public trade the remaining 20%.) Meanwhile, Third Point remains a major shareholder in Yahoo.
But Yahoo shareholders may fear that once Loeb and his colleagues leave the board, the company may use the proceeds from the interest it sold in Alibaba to buy assets — like it just did with its $1.1B deal for Tumblr — says Barclay’s Capital’s Anthony DiClemente.
Here’s the release:
Earlier this week the CEO of hedge fund Third Point, Daniel Loeb, reiterated his desire for Sony to sell a minority interest in its entertainment assets. The fund now controls 6.9% of the conglomerate and Loeb believes CEO Kazuo Hirai should chair Sony, and a board specially created for the movie, TV, and music properties if the company follows Third Point’s proposal to sell as much as a 20% stake in them to the public. At Sony’s annual shareholders meeting in Tokyo on Thursday, Hirai said the company would “appropriately” consider Third Point’s proposal, but indicated a decision would not be imminent. “The entertainment business plays an important role in Sony’s future growth… This proposal strikes at the heart of what kind of company Sony ultimately will become in the future. We intend to take our time in discussing it,” he said, according to Dealbook. Some analysts are not so bullish on Sony spinning off the entertainment assets. In an open letter ahead of the meeting, Jefferies’ Atul Goyal suggested the company should spin off electronics instead.
The hedge fund’s CEO Daniel Loeb disclosed the change, and reiterated his desire for Sony to sell a minority interest in its entertainment assets, in a letter today to Sony CEO Kazuo Hirai. Loeb says that he now controls 70M shares or 6.9% of the total valued at $1.4B, up from the $1.1B stake at 6.4% he held last month. “Given our large stake, we reiterate our offer to serve on Sony’s Board of Directors,” he adds. Loeb believes that Hirai should chair Sony, and a board created for the movie, TV, and music properties if the company follows Third Point’s proposal to sell as much as a 20% stake in them to the public. The entertainment board should include “diverse individuals with deep knowledge of media, entertainment and digital technology, who value creative talent and can institute best practices of governance.” While the letter is respectful — not always a trait in Loeb’s missives to CEOs — he pointedly notes that “Our research has confirmed media reports depicting Entertainment as lacking the discipline and accountability that exist at many of its competitors.” As a result, the operations would be “strengthened by the transparency that comes with public reporting, an active media analyst community evaluating financial performance regularly, and an expert Board with strongly aligned incentives.” Loeb also says that Third Point has “not yet been asked to discuss our ideas with the Company’s investment bankers …
“It’s premature at this point in time to speculate one way or the other,” Sony president and CEO Kazuo Hirai told CNBC today when asked whether an investor proposal to sell off portions of the company’s entertainment assets will succeed. The Sony chief made his comments as the company hired Morgan Stanley and Citi to review the proposal from shareholder Daniel Loeb’s hedge fund Third Point. “The process really is, as was described earlier, a discussion that needs happen really at the board level of the organization and we want to make sure that we have a through discussion of the merits of the proposal before we come to any conclusion,” he told the business network. Any discussion of Third Point’s proposal will have to wait until the new Sony board is elected later this month.
The company’s U.S. stock closed +9.3% today — at $22.91, the highest it’s been since late 2011 — in unusually heavy trading after Japan’s Nikkei news service reported that Sony‘s board will explore the proposal from billionaire Daniel Loeb‘s Third Point. Sony was noncommittal last week when the hedge fund disclosed that it had paid $1.1B for a 6.4% stake in the electronics giant, and wanted it to create a separate stock for the movie, television, and music production and distribution operations. Loeb proposed that Sony sell as much as 20% of the entertainment unit, and use the cash to shore up the core electronics businesses. Sony shares have appreciated about 16% since then. (Third Point partnered with Deadline’s parent Penske Media Corp in its acquisition last year of Variety.)
The billionaire founder of hedge fund Third Point startled many in entertainment today with the news that he has paid $1.1B for a 6.4% stake in Sony – and wants the company to create a stock for its movie, TV, and music businesses, selling as much as 20% to the public. But on Wall Street, where Daniel Loeb is an A-list celeb, the big surprises are that he showed any interest in showbiz — and that his language in the letter he sent to Sony was so polite. As a value investor managing more than $13B, Loeb, 51, likes to engage in deep research and then bet on relatively boring companies and assets that others overlook. Third Point’s most recent quarterly investor letter highlights its holdings in International Paper and mortgages, as well as John Malone’s European cable company Liberty Global. Although Loeb was raised in Los Angeles, the son of a lawyer and an historian, he’s known as a New Yorker. He earned an economics degree from Columbia University before he hit Wall Street. After working 12 years for firms including Citibank, Jefferies and Warburg Pincus, he founded Third Point in 1995 with about $3M from family and friends.
2ND UPDATE, 2:15 PM: Sony doesn’t slam the door on Third Point‘s proposal for it to sell up to a 20% stake in its entertainment assets — but doesn’t encourage the idea either. Sony “welcomes investment in the company,” SVP Corporate Communications Shiro Kambe says. But he adds: “We are focused on creating shareholder value by executing on our plan to revitalize and grow the electronics business, while further strengthening the stable business foundations of the entertainment and financial service businesses. As President and CEO Kazuo Hirai has said repeatedly, the entertainment businesses are important contributors to Sony’s growth and are not for sale, and we look forward to continuing a constructive dialogue with our shareholders as we pursue our strategy.”
UPDATE, 10:28 AM: The CBS speculation has taken on new life following this morning’s news that hedge fund Third Point wants the electronics company to create a public stock for its entertainment assets. Third Point proposed that Sony keep at least an 80% stake in the studio and music properties. Still, the plan “will concentrate investor attention” on the businesses and “the synergies that potential acquirers such as CBS might eventually realize,” says Pivotal Research Group’s Brian Wieser — who likes the idea. Sony shares are +10.5% in mid-day trading and CBS is +2.6%. Late last year Sony firmly rejected a sale after CBS’ Les Moonves mused that he “would want to look at them” if the properties were for sale. Sony execs might start to think differently if they take the movie, TV, and music assets public. The stock would give them a clearer sense of how much the properties are worth and, therefore, how much they could collect from a buyer. And Wiser believes that CBS could show that it would do a better job than Sony — which he says “has never bridged a significant cultural gap nor overcome its hierarchical bureaucracy to work better with the U.S.-centered operations.” CBS will be flush with cash soon as it prepares to sell and restructure its billboard ad properties.
UPDATE: Variety debuts its new weekly magazine on Tuesday with a cover story on newly installed Warner Bros CEO Kevin Tsujihara after unveiling its new website earlier. By the way, various Deadline staffers including Nikki Finke and Mike Fleming Jr have been asked to write for the revamped publication. Inside the trade Josh Dickey is TMZ‘s Managing Editor after giving his notice at Variety where he was film editor. Variety’s NY business writer Jill Goldsmith was let go March 8th as was Variety’s creative director Paula Taylor more recently. Other editorial changes already announced include Scott Foundas joining Variety as film critic, Stuart Levine leaving Variety to become NBC Entertainment‘s VP of editorial and media relations, and small-fry film writer Jeff Sneider getting fired. Variety is owned by hedge fund Third Point as well as Jay Penske who also owns Deadline.
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Although he’s just 37, PayPal co-founder Max Levchin is seen as a legend in Silicon Valley. That’s why people around the company are jazzed that he just joined the board, filling one seat opened with the departure today of Weather Channel CEO David Kenny and Intuit chief Brad Smith. The two execs “decided to step down … in order to focus on their respective companies,” the company says. The moves leave Yahoo with 11 directors. Levchin was brought aboard with support from Third Point‘s Daniel Loeb, a major investor in the company who won the right this year to nominate four directors in a deal for him to end a proxy fight. (Third Point partnered with Deadline.com parent PMC in its recent acquisition of Variety.) Levchin’s seen as a beacon for talent — especially among young engineers. After helping to create PayPal, which eBay bought in 2002, he founded Slide, a social media info sharing service. Google paid $182M to buy it in 2010, making Levchin VP of engineering. He left a year later when Google closed the venture. In addition to his management and investment work, Levchin chairs the boards of Kaggle and Yelp (which he helped to launch), and is a director at Evernote. He also was executive producer of the 2005 film Thank You For Smoking. Yahoo CEO Marissa Mayer praised Levchin’s “phenomenal sense for great products and keen focus on user experiences.”
Third Point CEO Daniel Loeb seems to have gotten just about everything he could want from the settlement agreement with Yahoo, disclosed today in an SEC filing. Yahoo agreed to pay Third Point $4M to compensate for its campaign to gain four board seats. Loeb settled for three, including one for himself. In return, Loeb and his colleagues signed a stand-still agreement: They can’t collectively own more than 10% of Yahoo’s voting shares – Third Point already has 5.8%. Also, if the group’s holdings fall below 2%, then they have to resign from the board. Loeb also said he wouldn’t engage in a proxy campaign, or even disparage the company, its directors “or any person who has served as an officer or director of Yahoo!.” That presumably ends Loeb’s effort to investigate how Yahoo came to misrepresent former CEO Scott Thompson’s bachelors’ degree. Meanwhile, Thompson — who just served as CEO for four months — agreed to give up unvested equity awards as well as severance compensation. He does get to keep a cash bonus and restricted stock provided to him when he signed on. Everyone agreed not to disparage Thompson as long as he reciprocates by not trash-talking the company or anyone there.
UPDATE, 12:31 PM: The Wall Street Journal is reporting that Yahoo CEO Scott Thompson told the board over the weekend that he has been diagnosed with thyroid cancer. The WSJ says the disclosure might have impacted the company’s decision to accept Thompson’s resignation. The report adds that Thompson began telling colleagues as early as Friday that he was stepping down. Meanwhile, CNNMoney is reporting that Thompson could owe up to $7 million in upfront bonus money he received when he was hired in January.
PREVIOUS, SUNDAY PM: It’s official: Thompson’s four-month reign is over, following the disclosure that he misrepresented his bachelors’ degree. He “has left the Company,” Yahoo says — and the board has a deal with Third Point CEO Daniel Loeb, who has abandoned his proxy fight. Ross Levinsohn replaces Thompson as interim chief executive “effective immediately.” Roy Bostock has stepped down as Non-Executive Chairman, replaced by Fred Amoroso. In addition, hedge fund manager Loeb and two allies — media consultant Michael Wolf and restructuring expert Harry Wilson — will join the board on Wednesday. Former NBCUniversal CEO Jeff Zucker won’t be with them. With only three board seats going to Loeb’s group, Zucker says he agreed to step aside “to quickly facilitate a settlement.”
Here’s the announcement: