If it ever looks like I’m trying to tell you what Carl Icahn is up to with Herbalife, don’t listen to me. I have no idea. How could you? Icahn now owns ~13% of Herbalife’s stock with a ~$36 basis, and he is somewhat constrained from selling it in the next six months by short-swing profit rules. So he can’t sell. He can buy, of course. But after today he can’t buy more than 25%:
Herbalife today announced that it has reached an agreement with Carl C. Icahn …. As part of the agreement, Herbalife will increase the size of its Board of Directors from nine to eleven members immediately before the 2013 Annual General Meeting of Shareholders [and] will nominate two individuals to the Company’s Board of Directors, designated by the Icahn Parties and approved by the Company’s Nominating and Corporate Governance Committee.
Under the terms of the agreement, the Icahn Parties have agreed to, among other things, abide by certain standstill provisions and vote their shares in support of all of the Board’s director nominees. The Icahn Parties have the right to increase the size of their ownership position in Herbalife up to 25% of the outstanding common stock.
The standstill is for real; Icahn filed the agreement with his 13D/A and it’s an amusingly strong-form standstill that prohibits him from buying more than 25% of the stock, launching a tender offer, proposing a merger, ” encourag[ing] or facilitat[ing]” anyone else doing the same, or, my favorite, “request[ing] that the Company or any Representative of the Company, directly or indirectly, amend or waive any provision of this [standstill] (including this clause (g) [the one that says he can't ask]).” He can’t even ask to be allowed to ask to buy Herbalife!1Read more »
Yesterday the Second Circuit held arguments in the Argentina sovereign debt case. This case is … I mean, you kind of had to be following along, but quick summary: back in the day Argentina defaulted on some old bonds, and exchanged most of them at a discount into new bonds, which it’s been making payments on. Elliott Management bought a bunch of old bonds, which Argentina has not been making payments on, and sued Argentina to make them pay the old bonds pari passu with the new ones. Elliott won in a lower court, and then sort of won on appeal, and then Argentina raised some mind-meltingconsequences in the lower court, and then Elliott won again anyway, and now it’s back up on appeal again, and the oral arguments were yesterday. Also there’s a boat.
It sounds like yesterday’s hearing was sort of a nightmare for Argentina, though the nice thing for Argentina is that, as a sovereign nation, they have the option of waking up:
“We are representing a government, and governments will not be told to do things that fundamentally violate their principles,” Jonathan Blackman, a lawyer for the deadbeat South American country, told a Manhattan US appeals court.
“So the answer is you will not obey any order but the one you propose?” Judge Reena Raggi asked.
“We would not voluntarily obey such an order,” replied Blackman — who later said Argentina would be no more likely to obey a US court than the US would be to obey an Iranian court.
If you get to choose whether or not to obey it, it’s not so much of an order. Read more »
Bloomberg: Do you think he’s made a mistake on this one? Icahn: Well, if you look at his record lately, he has made a few very big mistakes. I am not going to say just this one. I am not here to question Ackman. I do not want to get pulled into that again…I look at it as a great opportunity. Ironically, I thank him for giving it to me. Does not mean I like him…I do not respect him. I do not like him. [BloombergTV, earlier]
The bank, which is 82 percent owned by British taxpayers, said its fourth quarter losses increased 44 percent from a year earlier, to 2.60 billion pounds. That led to a full-year loss of 5.97 billion pounds ($9 billion), up from a shortfall of 2 billion pounds in 2011…RBS suggested that when investors take into account the one-time costs — such as paying the LIBOR fine — the bank is in much better shape than it might look. Operating profit, a measure of earnings before tax and one-time charges, rose to 3.46 billion pounds last year from 1.82 billion pounds. “I think we are coming really closer to the point where we are a normal company again,” Hester told the BBC. [NYP]
There are a lot of things that, if you wanted to, you could legitimately blame on former JP Morgan employee London P. Whale. The $6.2 billion trading loss the bank incurred over the summer. Ina Drew getting fired. This awkward phone call. Some stuff you can’t pin on him, though many have tried: male pattern baldness, the bombing of Pearl Harbor, Apple Maps, Lehman Brothers’ bankruptcy, tempting as it may be.Read more »