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Mitt Romney, Bill Ackman Undone By Forms

Let’s talk about two tenuously related stories about government filings, why not. I don’t have much to say about this Mitt Romney Bain thing today but go read it, it is fascinating. Basically Mitt Romney certified under penalty of perjury in some federal electoral forms* that he was not involved with Bain Capital after 1999, and he also certified under penalty of perjury in some SEC forms that he was CEO of Bain Capital from 1999 to 2002, so by the fallacy of the excluded middle (?) he is definitely guilty of a federal felony,** which sounds terrible until you realize that so is everyone else, really, because breathing air is a federal felony, but this is a different obsession of mine.

Anyway Dan Primack is defending Romney and basically saying “being the CEO of some old fund for SEC filing purposes is not the same thing as actually running a private equity firm, and you can tell from the fund marketing documents that he wasn’t actually running it,” which I suspect is roughly correct as a matter of his working life, and as a matter of acquitting him of felonies, though also not entirely politically palatable – “when I said I wasn’t involved with Bain Capital after 1999, I meant except for being CEO,” etc. etc.

Moving on quickly to the other piece of federal filing arcana: Bill Ackman is buying some P&G stock so he can sell shampoo at Burger King or something. Buy! Or sell! Or something. But the weird thing to me was: how often do you see a story that is like “activist investor is granted early termination on HSR filing”? Is “never” the right answer? Maybe?

Mr. Ackman’s move became known via the Federal Trade Commission, which gave Mr. Ackman’s hedge fund antitrust clearance to proceed with the investment. Moves by activists are usually made known by filings to the Securities and Exchange Commission. Buying enough stock to require a quick SEC filing—5%—would cost about $8.8 billion.

Right? The ur-form of this story is “Ackman files Schedule 13D with the SEC disclosing a 6% stake in P&G,” or whatever, and you don’t have that here. The Journal says “It’s unclear how much P&G stock Mr. Ackman’s hedge fund, Pershing Square Capital Management LP, has bought or whether the stake is large enough to persuade other shareholders his efforts are credible. People familiar with the matter said the stake was ‘large,’” and I guess we should believe them since they’re familiar with the matter, but the stake could be “zero” for all we know from the antitrust filing – the filing just lets him buy more than $68.2mm of P&G stock.

This led me down a stupid rabbithole. You can actually go to the FTC’s web site and read the early termination of HSR review that Ackman got; it is pretty short and dull so good eye whatever trader and/or journalist spotted it. But there’s a search box so, also, go search. Search for other recent activist situations and you will find … well, I definitely didn’t find any early termination for Dan Loeb’s investment in Yahoo; I found one for Carl Icahn’s investment in Forest Labs but it’s from a week after he announced that investment in an SEC filing. The FTC announces all early terminations of antitrust reviews on its website; if you file for review and don’t request early termination, on the other hand, then the review expires after 30 days and is not publicly announced. (The company, though, finds out when you file.)

So there is let’s say no uniformity of activist hedge funds getting announced publicized clearance before buying their stakes. Which, if you were just a regular human, you might say: “well but why does Bill Ackman need antitrust approval to buy stock in P&G? Is he building some sort of horrible shampoo-burger monopoly?” And the answer is: it does seem weird doesn’t it? Here are some lawyers who will tell you:

Normally, a fund holding 10 percent or less of the outstanding voting securities with passive intent can take advantage of of an “investment exemption” to the filing and clearance requirement. However, where a fund is acting with other than a passive intent, as would likely be the case if the fund intends to seek to effect change in the policies of the target company, it is likely such exemption will not be available. This requires a filing with the U.S. regulatory authorities and formal notification to the target company, which means that the target company will become aware of the fund’s ownership position at the $56.7 million level and the fund will have to clear the HSR waiting period (typically up to 30 days after filing with the regulatory authorities) before the fund can purchase shares which would result in ownership exceeding the $56.7 million threshold.

Here is another lawyer who will tell you that that is kind of bullshit: these are antitrust filings, and “it is unlikely that speech by a hedge fund or other investor will result in anticompetitive effects.” Dan Loeb’s investment in Yahoo did not give Yahoo a monopoly on educational fraud.***

If you’re an activist hedge fund, then, your choices are basically:
(1) Don’t file for HSR, claim you’re just buying for investment purposes, and then if you happen to find out that the CEO has a fake degree, how can you not bring it to the board’s attention? This is maybe a little risky if the FTC determines that you actually had an activist intent, but avoids the whole mess of pissing off the company before you’ve bought your stock.
(2) File for HSR, request early termination, and announce to the world (and to P&G) that you’re planning to buy stock before you do – at some cost to yourself (PG is up 3.75% today).
(3) File for HSR, not request early termination, and announce only to the company and not the world that you’re planning to buy stock – at the cost of waiting 30 days before you buy.****

These are sort of lame choices aren’t they? Much like the securities laws, the antitrust laws in theory protect consumers but in practice are often used to protect companies from investors whose views they don’t want to hear. P&G and Ackman so far seem cordial, but I’m sure P&G appreciated the early warning from the FTC that an activist investor was snooping around their stock. I also suspect Ackman didn’t appreciate having to show his hand early. What’s less clear is why consumers of shampoos or burgers, or an antitrust regulator charged with protecting them, would care one way or the other.

Mitt Romney stayed at Bain 3 years longer than he stated [Boston Globe]
Docs prove Romney didn’t manage Bain funds [Term Sheet]
Ackman Sizes Up Procter & Gamble [WSJ]

* Also commercials but those are not subject to perjury.

** Thank God for the statute of limitations, Romney maybe said. ALSO: half of people talking about this are like “if he lied on his election financial disclosure forms, he committed a felony,” and the other half are like “if he lied on his SEC forms, he committed a felony,” but: OBVS BOTH.

*** Or Internet search HAHAHAHAHAHAHAHAHA.

**** Of course this oversimplifies: you can just buy synthetically using swaps or deep-in-the-money options, file for HSR, wait thirty days, and when the waiting period expires poof your swaps or options into actual shares. This is a good approach and probably the real reason you rarely see these early terminations: if you buy synthetically, you don’t need the public disclosure of an early termination unless you’re in a hurry to get shares. Because, for instance, there’s a vote or a dividend coming up.

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131 Responses to “Mitt Romney, Bill Ackman Undone By Forms”

  1. EDGAR Quant says:

    Matt, there's a good chance you derive nearly as much pleasure from the federal government's websites as its employees do from Redbox. I have no idea what the significance of that is but maybe someone should make a chart about it, or not.

  2. Matt Fan says:

    The nearest approach to immortality on this earth is a government bureau, or something.

  3. Guested says:

    "I didn't inhale!"

    Got it.

  4. M. Moore says:

    Please go on about this "shampoo-burger monopoly" that sounds like it could be tasty.

  5. Can I, as an activist investor, simply file an HSR, without requesting early termination, on every listed US company in my universe? Is there a requirement that I then actually follow-thru. Is there a time-limit after which an existing filing expires?

    • Cravath & Wollensky says:

      See Matt, this is what happens when you forget "****"

      **** This is not legal / financial advice, wait for the Dealbreaker Investing Tips newsletter for said advice.

  6. Guest says:

    You want a good burger? Take some Selsun Blue, six In-N-Out animal doubles…

    – C. Christie

  7. 333maxwell says:

    No bueno no bueno. We'll need to see the documents señor Romney.

  8. Not sure why anybody is bothering to donate to mega millionaire Romster. Doesn't everyone know it's 4 more years for Obama?

    Obama is allowing a lot of us to engineer our own layoffs and relax!

  9. J. Paulson says:

    Matt, where's the damn newsletter? I'm dying to hear the secrets behind your "index everything and systematically burn some cash every quarter" strategy, it sounds a hell of a lot better than what I've been doing recently, tyia.

  10. Nervous Rex says:

    I believe the burger-shampoo link involves rendering.

    We’ll just leave it at that.

  11. guest says:

    All this means is that the title of "CEO" at Bain really stands for doing jackshit and collecting a fat paycheck. Which is, essentially, what Romney/Bain's lawyers are trying to insinuate to regulators without actually admitting it to the public.

    Either way, the Mitt-Bot is utterly clueless when it comes to politics and public perceptions. Bless his little mechanical Mormon heart.

  12. Vic says:

    So Romney was turning around the Olympics and running Bains. Meanwhile Obama goes around using fraudulent social security number (http://www.examiner.com/article/ohio-pi-challenges-obama-s-ballot-eligibility-based-on-fraudulent-ssn). Daggone felons

  13. guest says:

    matt, I feel like you should use the words 'tenuous' and 'spurious' more throughout your articles. they'll help us to come to terms with why you have chosen to monopolize the market for short stories in financial fiction

  14. nobody says:

    needs more footnotes

  15. harold says:

    mitt romney is the white house guiding your camp. if you dont start fighting back you will be the one who destroys usa… if you dont know what obamas agenda is just remember top down bottom up
    he is talking aboud it now and reemember george soros… he did that to many europ. countrys and now he is guiding obama and if you new about george you would know that he said that america was his next
    move and he does have one of his people in the white house who is it well do you recall when obama ordered his wife s private sec. be replaced guess who was put in her place .

  16. You correctly link to the "law of the excluded middle" but incorrectly refer to it as the "fallacy of the excluded middle".

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