Saturday, April 30, 2016

Berkshire Hathaway event celebrates what makes firm unique – Washington Post

OMAHA, Neb. — Berkshire Hathaway's idiosyncrasies were on display this weekend, as tens of thousands of people filled an arena to listen to Warren Buffett and Charlie Munger talk business for several hours Saturday at the conglomerate's annual meeting.

No other company can match the crowds who attend Berkshire's meeting, the 51-year-tenure of its top two executives or its eclectic mix of businesses. Though attendance was down from last year's 50th anniversary meeting when more than 40,000 attended, it still dwarfs any other corporate meeting.

In an adjoining 200,000-square-foot exhibit hall, Berkshire subsidiaries such as See's Candy, Fruit of the Loom and Geico insurance sell their products as executives chat with shareholders.

Buffett told shareholders that some of the keys to successful investing are avoiding envy and costly fees. The investor said it's important not to try to copy others who profited in a company's initial public offering or claimed a lottery jackpot.

"You don't want to get envious of somebody who bought an IPO or won a lottery. You have to do what makes sense to you," Buffett said.

That kind of advice — and Buffett and Munger's willingness to take almost any question — are part of what keeps people coming back to the meetings. Bob Shanahan returned for his second Berkshire meeting so his son, Tim, would have a chance to attend while the 85-year-old Buffett and 92-year-old Munger are still leading the company.

"You never know how much longer they'll be around," said Bob Shanahan, who lives in Castle Rock, Colorado.

It didn't take much convincing to get Tim Shanahan to make the trip. He is studying finance at the College of William and Mary in Williamsburg, Virginia, and has looked up to Buffett for several years,

"For someone my age, he's a good hero to have," Tim Shanahan said shortly after snapping a quick picture of Buffett touring the exhibit hall.

Shareholder David Parr said eventually replacing Buffett has to be a concern for Berkshire shareholders because of his age and remarkable talent, but he's confident that Buffett has a good plan in place and has a knack for choosing good people.

"His investing is not about a magic formula. It's about him," said Parr, who is from Superior, Wisconsin. "If it was a formula, everyone would be doing it."

In presidential politics, Buffett has long supported Democrat Hillary Clinton, so one shareholder asked what might happen to Berkshire if Republican Donald Trump were elected.

"That won't be the main problem," Buffett said before reassuring shareholders that Berkshire would prosper regardless of who is elected. He said U.S. businesses will continue to adapt and thrive.

"No presidential candidate or president is going to end that," he said.

Though Berkshire won't release its full first-quarter report until next Friday, Buffett offered a preview of results. The company's profit grew 8 percent, largely because of the way it had to account for its Duracell acquisition on paper, but profits fell at its BNSF railroad and at its insurance units.

Buffett warned shareholders that Berkshire's size — more than 90 companies and investments — will make it difficult to continue delivering exceptional returns.

"We had to forgo superior results for satisfactory," Buffett said. "We're quite happy with the satisfactory result."

Buffett takes a hands-off approach to managing all the companies Berkshire owns, allowing the individual CEOs wide latitude unless he's aware of a problem that needs his attention. He also encourages managers to focus on building the long-term strength of their brands.

Benjamin Moore paints CEO Mike Searles said running a Berkshire subsidiary has been a pleasant change after a career of working for public companies that focus heavily on each quarter's results.

"The way Berkshire runs its company, it's all about two things: the future and ethical performance," Searles said. "The culture is so long range."

One of Berkshire's latest acquisitions, Precision Castparts, received an intense welcome to the company when Buffett visited its booth displaying the aviation parts it makes.

Dozens of shareholders surrounded Buffett and Precision Castparts' CEO with their phones in the air to try to snap a picture, while security guards created a bubble around the executives.

The attention was a bit more intense than Precision Castparts executives were used to from industrial trade shows, but Jay Khetani said joining Berkshire has been great so far. Instead of drafting a quarterly earnings report and preparing to deal with questions from investors, Precision Castparts executives can focus on running the business, Khetani said.

A group of environmentalists tried to make an impression on Buffett with their resolution urging the company to write a report on the climate change risks Berkshire's insurance units face. Shareholders overwhelmingly rejected the resolution after Buffett argued that climate change won't hurt its insurance companies because they generally reprice their policies annually.

"It doesn't mean we differ on the importance of climate change to the human race," Buffett said.

The meeting gave the environmentalists and Nebraskans for Peace a prominent platform even if the resolution failed. Climate scientist Jim Hansen urged support of a fee on fossil fuels to discourage their use.

"As long as fossil fuels appear to be the cheapest energy, we will continue burning them," Hansen said.

___

Online:

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Berkshire Hathaway Inc.: www.berkshirehathaway.com

Copyright 2016 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

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Buffett defends Berkshire’s Coke stake, warns on BNSF – Reuters

OMAHA, Neb. Warren Buffett on Saturday defended several of Berkshire Hathaway Inc’s larger or struggling investments, including Coca-Cola and the BNSF railroad.

Speaking at Berkshire’s annual shareholder meeting in Omaha, Nebraska, Buffett also said overall first-quarter operating profit probably fell 12 percent to $ 3.73 billion from $ 4.24 billion a year earlier.

Buffett said the BNSF railroad was hurt by declining oil prices and coal shipments while insurance underwriting was hurt by loss claims related to hailstorms.

“Railroad carloading throughout the industry – all of the major railroads – were down significantly in the first quarter, and probably almost certainly will continue to be down for the balance of the year,” Buffett said.

Preliminary profit at the Omaha-based insurance and investment conglomerate rose about 8 percent to $ 5.59 billion, helped by a gain from the swap of Procter & Gamble Co stock for the Duracell battery business. Final results are due on May 6.

Berkshire owns close to 90 businesses in energy, insurance, manufacturing, railroad, retail and other sectors, and invests well over $ 100 billion in stocks.

At the meeting, Buffett and Berkshire Vice Chairman Charlie Munger fielded questions from shareholders, analysts and journalists, primarily about Berkshire companies and investments.

Buffett parried concerns raised by a shareholder, and previously by hedge fund manager William Ackman, that Berkshire’s roughly 9 percent stake in Coca-Cola Co promotes health problems by selling its sugary drinks.

Buffett, who consumes 700 calories of Coke a day, said it seemed wrong to blame calories alone for rising obesity levels.

“I elect to get my 2,600 or 2,700 calories a day from thingsthat me feel good when I eat them,” he said. “That’s my sole test.”

Buffett also said he was comfortable with Berkshire’s big stakes in Wells Fargo & Co and, through in-the-money warrants, Bank of America Corp, but he warned about the risk that derivatives pose for most of the world’s biggest banks, especially if markets were disrupted.

“It is still a potential time bomb,” he said, but added that “I’m not in the least troubled by our investment in Bank of America…. Or Wells Fargo.”

Buffett also lavished praise on Mark Donegan, chief executive of Precision Castparts, which Berkshire bought in January for $ 32 billion, its largest purchase. He also said Precision will do better under Berkshire than it did independently because it can tap Berkshire’s capital base.

“Mark Donegan is an extraordinary manager. I would almost rank Mark as one of a kind,” Buffett said, before joking: “If he needs capital, he’s got my 800 number.”

The meeting attracted people from around the world, including hundreds who waited hours in a rainstorm before doors opened at 6:20 a.m., 40 minutes early.

“I wanted to make sure I got a good seat,” said Kim Baumler, an office manager for a wealth management company from Fargo, North Dakota, who said she was at the head of the line at 10:30 p.m. Friday night. “My boss is a huge Warren Buffett follower, and I got hooked. I wanted to see what it was all about.”

(Reporting by Jonathan Stempel in Omaha, Nebraska and Trevor Hunnicutt in New York; Editing by Jennifer Ablan and Nick Zieminski)

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Warren Buffett’s Berkshire Hathaway Annual Meeting, In Tweets – Fortune

Warren Buffett's Berkshire Hathaway brk.a held its annual meeting on Saturday, giving something for every finance geek on twitter something to do on the weekend.

Every year tens of thousands of people head to Omaha to hear the world's famous investor and his No. 2 Charlie Munger answer questions all day about the economy, investing, politics, and life. This year Buffett was pressed on health risks of Coke and the whether his company is doing enough for the environment. There was a question about Trump. And there thousands of tweets about Buffett and the meeting throughout the day. And for the first time, you didn't have to be in Omaha to tweet about the meeting. The event was livestreamed on yahoo finance.

Nonetheless if you didn't watch, and you weren't watching twitter all day either. Here's a round up of some of the best tweets that described what happened at the annual Berkshire Hathaway 2016 annual meeting. (Note: The tweets are ordered not when they were tweeted but when the topics discussed came up in the meeting, roughly.)

Click here for all of Fortune's coverage of Berkshire's annual meeting.

This kid beat Buffett in the annual newspaper tossing contest. I think he wins an ice cream bar. Congrats!

Buffett takes questions from journalists, analysts, and shareholders in the crowd.

Buffett took some heat on his investment in Coke. Journalist Andrew Ross Sorkin said sweetened beverages are linked to diseases that kill hundreds of thousands of people a year. Buffett responds that he's not sure he would be any healthier if he only ate broccoli, but he knows he would be a lot less happy.

Munger responds to why interest rates have remained so low for so long.

For some, Buffett is not just an oracle on the stock market. Life, too.

Buffett and Munger beat up on Valeant a bit.

Buffett has regularly said he supports Hillary Clinton, but he didn't take the opportunity to call out Donald Trump. Said that he thinks economy, and Berkshire, will be fine no matter who becomes the next president.

Speaks for itself.

Buffett took some time out of the meeting to bash hedge funds.

On the big banks, Buffett said if you asked me about their derivatives portfolio, I couldn't tell you.

Buffett's No. 2 Munger had some memorable moments.

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The Latest: Buffett says cuts will pay off at Kraft Heinz – Washington Post

OMAHA, Neb. — The Latest on Berkshire Hathaway's annual shareholders meeting. Tens of thousands of people will fill an arena to listen to CEO Warren Buffett and Vice Chairman Charlie Munger talk business for more than five hours (all times local):

3:20 p.m.

Warren Buffett says he doesn't think a nationwide bubble in real-estate prices has developed, but that real estate isn't as attractive of an investment as it was a few years ago.

Buffett told shareholders at the Berkshire Hathaway annual meeting that he thinks many real estate markets, such as his hometown of Omaha, Nebraska, continue to offer sensible prices.

Buffett says he doesn't think real estate will be the source of broad economic problems the next time the U.S. economy is in trouble.

But he says the current low interest rates may be encouraging people to buy homes at elevated prices they may eventually lose money on.

___

2:20 p.m.

Warren Buffett says he doesn't think 3G Capital has overdone its cost-cutting and layoffs at Heinz and Kraft Foods.

Berkshire teamed up with the Brazilian investment firm 3G to buy Heinz and Kraft Foods.

Buffett says he thinks 3G has been extremely intelligent in its cuts and hasn't eliminated things that will hurt sales volume.

Buffett says all kinds of American companies are "loaded with people not doing anything or doing the wrong thing."

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1:15 p.m.

Warren Buffett says he thinks Berkshire Hathaway's unusual culture will endure long after he is no longer leading the company.

Buffett says Berkshire's board, managers and more than 350,000 employees will work to preserve the company's culture in the future.

Berkshire trusts its managers to largely run their companies themselves with little oversight. Buffett always encourages employees to protect Berkshire's reputation and strengthen their brand.

To eventually replace the 85-year-old Buffett, Berkshire plans to split his job into three parts — chief executive officer, chairman and several investment managers. Buffett wants his son Howard, who already serves on the board, to become chairman after he is gone.

Buffett, however, has indicated that he has no plans to retire, and he says he loves his work and remains in good health.

Buffett has said previously that the company has several outstanding internal candidates for CEO, but he has refused to name them.

___

11:30 a.m.

In presidential politics, Buffett has long supported Democrat Hillary Clinton, so one shareholder asked what might happen to Berkshire if Republican Donald Trump were elected.

Buffett says the effect on Berkshire won't be the main problem if Trump is elected. But he reassured shareholders that Berkshire would prosper regardless of who is elected.

He says U.S. businesses will continue to adapt and thrive, and no president will end that.

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11:10 a.m.

The derivative contracts that big banks hold on their books can make them hard to evaluate, but Warren Buffett says he remains comfortable with Berkshire Hathaway's investments in Wells Fargo and Bank of America.

Buffett says he still thinks derivatives can be dangerous in large quantities.

Berkshire holds a portfolio of derivatives that act similar to insurance policies. Some of them cover whether certain stock market indexes will be lower years into the future. Others cover credit losses at groups of 100 companies, and some cover credit risks of individual companies.

Buffett told shareholders Saturday that he won't ever agree to a contract that Berkshire couldn't easily pay if it needed to.

Munger says the country would have fared better if banks had been prohibited from engaging in derivatives.

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11:05 a.m.

Warren Buffett doesn't think Coca-Cola's critics are write to blame the company's sugary beverages for obesity.

Buffett's Berkshire Hathaway is Coca-Cola's largest shareholder, and Buffett says he gets about one-quarter of his calories from Coke products every day.

Buffett says everyone has a choice about whether to consume more calories than they need, and it's not Coke's fault if they do.

Buffett says he's probably happier because he's consumed so much Coke, fudge and peanut brittle in his life, and the 85-year-old remains in good health.

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11 a.m.

Billionaire Warren Buffett says one of the keys to successful investing is avoiding envy.

Buffett told shareholders at Berkshire Hathaway's annual meeting Saturday that investors shouldn't envy someone who profited by buying shares in a company's initial public offering or claimed a lottery jackpot.

Buffett says the key is to find look for investments that make sense to you and think of stocks as a slice of an individual business that you'd be comfortable to own for the long-term.

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10:40 a.m.

Warren Buffett defended NV Energy's role in a recent rate hike that regulators approved for rooftop solar customers.

Buffett's Berkshire Hathaway owns the Nevada utility, so he was asked about the issue at Saturday's annual meeting.

Buffett says people with rooftop solar power systems were allowed to sell power to the utility at prices roughly three times the market price.

Supporters of renewable energy complained that the new rates will discourage solar power investments. But Buffett says the old rates had the effect of forcing other ratepayers to subsidize the small group of people who invested in solar systems.

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9:35 a.m.

Berkshire Hathaway's first-quarter profit grew 8 percent largely because of the way it had to account for its Duracell acquisition on paper, but revenue fell at its BNSF railroad and at its insurance units.

CEO Warren Buffett offered a preview of the first-quarter results at the company's annual meeting Saturday although Berkshire won't release its full report until next Friday.

Berkshire earned $ 5.589 billion, or about $ 3,400.89 per Class A share. That's up from $ 5.16 billion, or $ 3,143 per Class A share, last year.

During the first quarter, Berkshire traded roughly $ 3.8 billion worth of Procter & Gamble stock for Duracell and about $ 1.7 billion cash. That boosted the paper value of Berkshire's investments and derivatives to $ 1.85 billion this year over $ 920 million last year.

Berkshire also completed its $ 32 billion acquisition Precision Castparts during the quarter.

___

9:05 a.m.

Berkshire Hathaway's annual shareholder meeting again opened with a humorous movie filled with a mix of skits and ads for the company's products.

One of the bits in the movie showed Berkshire CEO campaigning to earn a spot in the Celebrity Apprentice show with Arnold Schwarzenegger.

But Buffett, who served as a financial adviser to Schwarzenegger when he ran for California governor, was outmaneuvered by Berkshire Vice Chairman Charlie Munger.

Schwarzenegger picked Munger for the team after the 92-year-old's ruthless pitch that said "Hire me if you want to live."

The video also showed Schwarzenegger pretending to practice variations on "You're fired!" such as "You're terminated!" to prepare for the show.

Buffett and Munger will begin taking serious business questions Saturday morning and continue through the day.

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7:25 a.m.

A shareholder exclaimed "There he is" as he joined the throng of people surrounding Berkshire Hathaway CEO Warren Buffett at the booth displaying aviation parts and other products made by Precision Castparts.

Buffett was again surrounded by dozens of shareholders trying to get close enough to take a picture as he toured the exhibit hall at Berkshire's annual meeting. The 85-year-old investor is treated like a rock star at the event.

University of Arkansas student Fabio Rivera says he and some friends drove up to attend the meeting to hear Buffett talk.

Rivera says he wishes he had opportunities to see top business leaders like this in his home country of Honduras.

___

6:40 a.m.

A group of environmentalists hopes to make an impression on Buffett and the audience when they urge shareholders to support drafting a report on climate change risks Berkshire Hathaway's insurance companies face.

Tim Rinne with the Nebraskans for Peace group that submitted the resolution says he knows the measure is likely to be defeated given that Buffett opposes it and he controls nearly one-third of the votes, but he hopes they can persuade Buffett to speak out about climate change.

The group brought in climate scientist Jim Hansen and Illinois State University professor and insurance expert Jim Jones to make their case at Saturday's meeting.

Buffett said in his annual letter that the report isn't needed. He says it's reasonable to worry about climate change's effect on the world, but it shouldn't hurt insurance companies because policy prices are set annually based on that year's risks.

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6:25 a.m.

Shareholders began to fill Omaha's downtown arena for Berkshire Hathaway's annual shareholder meeting before 6:30 a.m. Saturday.

The company let the crowd in the Centurylink Center early Saturday, so people could get out of the steady rain and begin filtering through the metal detectors security set up for the first time this year.

They'll have to wait a couple hours for Berkshire CEO Warren Buffett and Vice Chairman Charlie Munger to begin answering questions. That's the day's main attraction.

But in the meantime, they can grab breakfast or start shopping at one of the booths selling products made by Berkshire Hathaway subsidiaries in the 200,000-square foot exhibit hall. See's Candy and Dairy Queen offer plenty for a sweet tooth while Fruit of the Loom, Geico insurance and Brooks running booths can serve more practical needs.

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6:05 a.m.

Berkshire Hathaway's peculiarities are on display again this weekend with tens of thousands of people filling an arena to listen to Warren Buffett and Charlie Munger talk business for hours at the conglomerate's annual meeting.

The Omaha event features an adjoining 200,000-square-foot exhibit hall where Berkshire subsidiaries such as See's Candy, Fruit of the Loom and Geico insurance sell their products as executives chat with shareholders.

For the first time, Saturday's meeting will be broadcast online on Yahoo Finance. The crowd may be smaller than last year's 50th anniversary meeting.

Bob Shanahan returned to for his second Berkshire meeting, so his son, Tim, would have a chance to attend the event while the 85-year-old Buffett and 92-year-old Munger are still leading the company.

Copyright 2016 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

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Buffett defends Berkshire’s Coke stake, warns on BNSF – Reuters

OMAHA, Neb. Warren Buffett on Saturday defended several of Berkshire Hathaway Inc’s larger or struggling investments, including Coca-Cola and the BNSF railroad.

Speaking at Berkshire’s annual shareholder meeting in Omaha, Nebraska, Buffett also said overall first-quarter operating profit probably fell 12 percent to $ 3.73 billion from $ 4.24 billion a year earlier.

Buffett said the BNSF railroad was hurt by declining oil prices and coal shipments while insurance underwriting was hurt by loss claims related to hailstorms.

“Railroad carloading throughout the industry – all of the major railroads – were down significantly in the first quarter, and probably almost certainly will continue to be down for the balance of the year,” Buffett said.

Preliminary profit at the Omaha-based insurance and investment conglomerate rose about 8 percent to $ 5.59 billion, helped by a gain from the swap of Procter & Gamble Co stock for the Duracell battery business. Final results are due on May 6.

Berkshire owns close to 90 businesses in energy, insurance, manufacturing, railroad, retail and other sectors, and invests well over $ 100 billion in stocks.

At the meeting, Buffett and Berkshire Vice Chairman Charlie Munger fielded questions from shareholders, analysts and journalists, primarily about Berkshire companies and investments.

Buffett parried concerns raised by a shareholder, and previously by hedge fund manager William Ackman, that Berkshire’s roughly 9 percent stake in Coca-Cola Co promotes health problems by selling its sugary drinks.

Buffett, who consumes 700 calories of Coke a day, said it seemed wrong to blame calories alone for rising obesity levels.

“I elect to get my 2,600 or 2,700 calories a day from thingsthat me feel good when I eat them,” he said. “That’s my sole test.”

Buffett also said he was comfortable with Berkshire’s big stakes in Wells Fargo & Co and, through in-the-money warrants, Bank of America Corp, but he warned about the risk that derivatives pose for most of the world’s biggest banks, especially if markets were disrupted.

“It is still a potential time bomb,” he said, but added that “I’m not in the least troubled by our investment in Bank of America…. Or Wells Fargo.”

Buffett also lavished praise on Mark Donegan, chief executive of Precision Castparts, which Berkshire bought in January for $ 32 billion, its largest purchase. He also said Precision will do better under Berkshire than it did independently because it can tap Berkshire’s capital base.

“Mark Donegan is an extraordinary manager. I would almost rank Mark as one of a kind,” Buffett said, before joking: “If he needs capital, he’s got my 800 number.”

The meeting attracted people from around the world, including hundreds who waited hours in a rainstorm before doors opened at 6:20 a.m., 40 minutes early.

“I wanted to make sure I got a good seat,” said Kim Baumler, an office manager for a wealth management company from Fargo, North Dakota, who said she was at the head of the line at 10:30 p.m. Friday night. “My boss is a huge Warren Buffett follower, and I got hooked. I wanted to see what it was all about.”

(Reporting by Jonathan Stempel in Omaha, Nebraska and Trevor Hunnicutt in New York; Editing by Jennifer Ablan and Nick Zieminski)

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Wednesday, April 27, 2016

Yahoo Agrees to Give 4 Board Seats to Starboard Value – New York Times

SAN FRANCISCO — Yahoo has reached a truce with an activist investor threatening to oust CEO Marissa Mayer and the rest of its board, removing a major distraction as the company evaluates bids to buy its Internet operations.

The agreement announced Wednesday will give the rebellious shareholder, Starboard Value, four seats on Yahoo’s board. The company is diluting Starboard’s voting power, though, by expanding its board from nine to 11 directors.

Although Starboard won’t be able to exert control over the process, it will have a seat at the negotiating table as Yahoo talks to suitors interested in snapping up its email, advertising tools and other digital services, including widely read sports and finance sections.

As one of Yahoo’s newly appointed directors, Starboard CEO Jeffrey Smith will become part of a special committee assessing the bids along with two incumbent directors, Tom McInerney and Eric Brandt.

“Now, Starboard will be able to see if there are compelling bids that should be pursued, or if the bids look too low,” said Mizuho Securities analyst Neil Doshi.

Yahoo Inc. has declined to provide details about the auction since announcing its intent to explore a possible sale two months ago. Analysts have estimated its Internet operations could fetch anywhere from $ 4 billion to $ 10 billion, with most investors now betting that any sale would come at the high end of that range.

Verizon Communications, which last year bought AOL Inc. for $ 4.4 billion, has publicly declared its interest in adding Yahoo to its portfolio and is widely considered to be the most likely buyer.

Smith began pushing Yahoo to combine its operations with AOL in 2014.

A decision on whether Yahoo will sell or retain its Internet operations is expected to be reached before the company’s annual meeting, which is typically held in late June. It hasn’t yet announced the date of this year’s gathering.

Yahoo’s stock shed 41 cents to $ 36.70 in Wednesday’s afternoon trading.

Mayer and Yahoo’s board have been under mounting pressure to make dramatic changes because the company has been struggling for years to sell more digital advertising, despite marketers shifting more of their budgets in that direction.

Most of that money has been flowing to Google and Facebook, at the same time Yahoo is facing new threats from popular messaging apps such as Snapchat.

Mayer, Yahoo’s CEO for nearly for four years, is nearly done laying off 15 percent of the company’s workforce and closing unprofitable services as part of her latest turnaround plan.

If the Internet operations aren’t sold, Mayer plans to spin them off into a new company, leaving Yahoo with prized stakes in China’s Alibaba Group and Yahoo Japan. The Alibaba stake alone is currently worth $ 30 billion, before factoring in capital gains taxes.

The Starboard mutiny, known as a “proxy fight,” marked the third time that Yahoo had faced a challenge to its board since 2008. Yahoo has now settled each uprising by giving the challenging shareholder seats in its boardroom rather than risk having its entire board overthrown at its annual meeting.

Besides Smith, Starboard’s other representatives on Yahoo’s board are Eddy Hartenstein, former CEO of media companies Tribune Co. and DirecTV; former Deutsche Bank executive Tor Braham; and Richard Hill, chairman of technology company Tessera Technologies Inc.

As part of the boardroom reshuffling, two Yahoo directors will step down at the company’s annual meeting. They are former Wal-Mart Stores Inc. CEO Lee Scott and former Ernst & Young partner Sue James.

Continue reading the main story

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Yahoo’s Most Vocal Critic Is Now on Its Board – Fortune

Yahoo might not have a suitor just yet, but it did make a rather surprising move on Wednesday.

The beleaguered search company just announced that it has brought on four new independent directors to its board, including activist investor and Starboard Value CEO Jeffrey Smith, the company's most outspoken critic over the last year. In addition, the new board will feature Tor Braham, former managing director and global head of technology mergers and acquisitions for Deutsche Bank Securities; Eddy Hartenstein, former CEO of the Los Angeles Times Media Group; and Richard Hill, former chairman and interim CEO of technology invention company Tessera.

The company added that Starboard has agreed to drop its slate of director nominees as part its "agreement" with Starboard.

The addition of Smith to Yahoo's YHOO board comes after a longtime disagreement between one of Yahoo's top (and vocal) investors and the company itself. Over the last year, Smith, whose Starboard Value owns approximately 1.7% of Yahoo shares, has been increasingly vocal about Yahoo's troubles, and has written several long letters to the company's board calling on a variety of changes in light of Yahoo's financial and competitive issues. Smith has gone so far as to call for the ouster of CEO Marissa Mayer, who he argues, has not been doing a good-enough job to run the company.

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Meanwhile, he has urged Yahoo's board to find a company to gobble its core business up—something Yahoo is exploring—and said that after several failed attempts to be heard, he would launch a proxy fight during Yahoo's annual meeting in June to take control over the company and sell it to the highest bidder.

Yahoo's turnaround efforts have been troubled, at best. The hobbling company announced earlier this month that revenue was down 11.3% to $ 1.09 billion in the first quarter. The company lost $ 99.2 million during the period, compared to a $ 21.2 million profit in the first quarter of 2015.

Still, Mayer has heretofore had her board's backing as she tries to turn around the company. Mayer's plans include cost-cutting and layoffs, reducing some of Yahoo's bloat while trying to attract more users to the company's services. Meanwhile, she's hoping that Yahoo can grow its advertising revenue.

However, that plan has so far shown little progress, prompting Smith to intensify his attacks on Yahoo's board and management.

For more about Yahoo, watch:

In response to those attacks, Yahoo's board agreed to evaluate strategic options that could include selling off its core business. Several reports suggest Verizon VZ , among other companies, is interested in acquiring Yahoo, but so far, no deals have been made. Yahoo has also not said for sure that it will make a deal and, at least publicly, believes that Mayer's turnaround efforts could ultimately be successful.

The agreement on Wednesday, however, might shed a different light on Yahoo and what the board's plans are for the future.

Yahoo has effectively signed a deal with its chief critic and allowed that person to not only join its board, but also become a member of the Strategic Review Committee, which is evaluating acquisition proposals. The addition of Braham, an expert in mergers and acquisitions, also suggests Yahoo is serious about a buyout.

Pegging a figure on exactly how much Yahoo's core business might be worth, however, could be difficult. Yahoo owns a stake in China-based e-commerce giant Alibaba BABA , valued at around $ 30 billion. In addition, its stake in Yahoo Japan is valued at around $ 8 billion. As of this writing, Yahoo's market cap is $ 35.4 billion. That would suggest that Yahoo's core business is worthless, and is indeed something some bearish analysts have argued.

However, Yahoo is still generating significant cash flow and for the right company that can find some desirable divisions, it could have some value. In December, Fortune polled several analysts on their valuation of Yahoo's core business, which includes its digital-advertising operations, as well as popular sites like Yahoo Finance. They pegged the company's value at between $ 5 billion and $ 8 billion. Since then, however, Yahoo's shares have risen a bit, suggesting it might be worth a bit more.

It's unknown how much Yahoo is hoping to get from a would-be buyer, but with Smith now on board, it seems clear a potential acquisition is getting closer.

Yahoo's board will now have 11 members. At the company's annual meeting later this year, two incumbent directors, Lee Scott and Sue James, will not stand for re-election, leaving nine members, including the four added on Wednesday.

Smith did not immediately respond to a request for comment.

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Tuesday, April 26, 2016

Comcast Is Said to Be in Talks to Acquire DreamWorks Animation – New York Times

LOS ANGELES — After years of on-and-off flirtations, Comcast is in talks to buy DreamWorks Animation, the boutique studio run by Jeffrey Katzenberg that has struggled to move past and boom-and-bust cycle driven by its sporadic film releases.

The possible deal would value DreamWorks Animation at roughly $ 3 billion, or about 30 percent more than its current market value, according to two people with knowledge of the talks, who spoke on the condition of anonymity because they were not authorized to discuss them. The negotiations were first reported by The Wall Street Journal.

If a deal goes through — still an if, especially given DreamWorks Animation's checkered history with potential sales and mergers — Comcast would combine the company with its own animation division, Illumination Entertainment, according to these people.

Christopher Meledandri, the chief executive of Illumination, which has found success in low-cost smash hits like "Despicable Me," would most likely run the operation.

That would almost certainly mean the departure of Mr. Katzenberg and layoffs at DreamWorks Animation, which is based in Glendale, Calif.

A spokesman for DreamWorks Animation, home to the "Shrek," "Kung Fu Panda" and "Madagascar" movie series, declined to comment. Representatives for Comcast, which owns NBCUniversal, could not immediately be reached. A spokeswoman for Universal Pictures declined to comment.

DreamWorks Animation, which was spun off from Steven Spielberg's privately held DreamWorks Studios in 2004, probably drew Comcast's interest as an owner of intellectual property.

Along with its signature movie franchises, some of which are dormant (like "Shrek"), DreamWorks Animation owns a library of older cartoon characters like Casper the Friendly Ghost though its DreamWorks Classics division.

DreamWorks Animation also supplies television cartoons to buyers like Netflix and is part owner of AwesomenessTV, a booming online producer and distributor of programming aimed primarily at teenage girls.

In recent years, as the film business has become more franchise-oriented and as more nimble competitors, notably Illumination, have emerged in the animation field, Mr. Katzenberg has pursued various strategies to put his studio on stronger footing.

In 2014, there was a failed acquisition offer from SoftBank, the telecommunications and Internet giant. A couple of months later, Hasbro and DreamWorks Animation explored a merger, but that effort collapsed after Hasbro's stock price plummeted and a big Hasbro client, the Walt Disney Company, privately expressed displeasure.

Mr. Katzenberg, who had over the years explored similar arrangements with various entertainment companies, including with Comcast, then decided to go it alone.

In January 2015, he laid off roughly 500 employees, or 19 percent of his staff, and renewed a personal focus on moviemaking.

So far the results have been mixed.

"Kung Fu Panda 3," released in January, received positive reviews and took in $ 504.4 million worldwide. But analysts expected stronger ticket sales; "Kung Fu Panda 2" took in $ 665.7 million in 2011. (DreamWorks Animation pays 20th Century Fox a fee to release its films.)

Last week, Doug Creutz, an analyst at Cowen and Company, wrote in a research note that he was concerned about forthcoming DreamWorks Animation movies, including "The Boss Baby," which is scheduled for next year.

"We think that being the 4th- or 5th- or 6th-best animated studio (behind Disney Feature Animation, Pixar, Illumination, and arguably Blue Sky and/or Warner Bros.) is not a good place to be," Mr. Creutz wrote.

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Twitter plummets on revenue, outlook miss – USA TODAY

SAN FRANCISCO — Twitter’s predicament can be summed up in far fewer than 140 characters: Too little growth.

Twitter shares plunged after the social media company released financial results on Tuesday. Revenue came in lighter than Wall Street forecast and the second-quarter revenue forecast fell short of expectations. Making matters worse for the beleaguered company, user growth remained anemic.

The triple whammy raised fresh concerns that Twitter will continue to fall behind market leaders Facebook and Google in attracting digital advertising dollars and made one thing very clear: Twitter’s long anticipated turnaround is still nowhere in sight.

Twitter said it generated revenue of $ 595 million, up 36% year over year, but well below Wall Street’s target of $ 607.5 million. In a tweet, Twitter’s investor relations department said “brand marketers did not increase spend as quickly as expected” in the first quarter.

Also disappointing to investors: the sales outlook. Twitter said it expected second-quarter revenue in the range of $ 590 to $ 610 million, far short of Wall Street’s forecasts of $ 677.1 million.

“Total active advertisers are up Y/Y and we'll continue to build tools to make it easier for marketers to run effective campaigns on #TWTR,” the company said in a tweet.

Twitter reported financial results after the market closed. Its already battered shares fell 11% to $ 15.84 in extended trading.

For all its other travails, Twitter is still unprofitable. It recorded a loss of $ 79.7 million, or 12 cents a share, compared with a loss of $ 162.4 million, or 25 cents a share, in the year-ago quarter. Excluding certain expenses, Twitter said it would have earned 15 cents a share, up from 7 cents a year earlier. Analysts had expected earnings of 10 cents a share.

Twitter did record a slight uptick in user growth in the first quarter. Twitter reported it had 310 million monthly active users in the first quarter, up 3% year over year and up 1.6% from the previous quarter. Analysts had expected 308 million.

In the fourth quarter, Twitter reported monthly active users fell to 305 million from 307 million in the previous quarter. Twitter noted during the fourth-quarter earnings call with analysts that monthly active users activity in the first quarter had returned to third-quarter levels.

Starting in the first quarter, Twitter said it would no longer count so-called “SMS fast followers,” people who access the service through text messages, in the monthly active users figure. Including fast followers, Twitter had 320 million users in the fourth quarter.

According to research firm eMarketer, Twitter will generate $ 2.61 billion in digital ad revenue worldwide, up 30.8% from last year. In 2016, its share of the total digital ad market will grow slightly to 1.4% from 1.3%.

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Chernobyl 30 Years Later: Those Who Live in Its Shadow Still Suffer – ABC News

In the days before the 30th anniversary of the Chernobyl nuclear disaster today, workers hurriedly filled in pot holes and painted lines on the decrepit road to the destroyed nuclear station. They were getting ready for a visit by Ukraine's president and memorial ceremonies at the site to mark the catastrophic incident on April 26, 1986.

Time has helped bury some of the most obvious effects of the catastrophe. Slowly the forest is breaking up the abandoned towns inside the exclusion zone; the famous "Red Forest," of irradiated trees turned red by the reactor leak, has been cut down and replanted.

Radiation levels on the surface are often close to background norms, though highly contaminated patches still lurk everywhere. Next year, a giant new containment shell is due to be slid over the shattered reactor, sealing it safe for 100 years.

SLIDESHOW: Haunting Images From Chernobyl

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But as the workers spruced up the route to the world's worst nuclear disaster zone, some affected by the accident said with the passing of time their plights were increasingly being downplayed and accused Ukraine's government of trying to save money by cutting support to them.

The claims throw attention onto the fact that even 30 years on, the long-term health effects of Chernobyl remain intensely disputed.

The disaster, the worst nuclear accident in history, eventually affected 3 million people and forced the evacuation of over 300,000. The reactor was sealed inside an 18-mile exclusion zone, deemed too contaminated for people to live and known now just as the Zone.

The United Nations and the World Health Organization have found that other than the tens of thousands exposed immediately after the accident, there is no evidence to show Chernobyl's leaked radiation has had a major impact on public health. The International Atomic Energy Association (IAEA) has said radiation levels have fallen by a factor of several hundred and that most contaminated land has been made safe.

But some local doctors and researchers reject this, saying they have documented a growing number of long-term health issues among people living in areas close to the exclusion zone, particularly among children and arguing that even small doses of radiation over long periods is dangerous.

"The level of illness is much higher than in the regions that are not contaminated," Oksana Kadun, head doctor at Ivankov hospital, the closest to the Zone. Kadun, who is helping with a European Union-funded study tracking the health of 4,000 children in contaminated areas, said she saw increased cases of respiratory problems and immune system deficiency.

Reactor No. 4 of the Chernobyl nuclear power plant stands encased in lead and concrete following the accident in April 1986, that released a cloud of radiation that circled the world in Pripyat, Ukraine, July 1988.

With the contaminated regions poor and of little influence, there was little appetite to reopen the issue, Kadun said.

"Few people are talking about this because nobody wants to hear it," she said.

In the villages of ginger-bread cottages strung along the plain just outside the Zone, where storks build their nests on pylon-tops and people work tiny plots of land by hand, many assume they are poisoned but say they have little way to prove it. Too poor to buy food, most grow their own and forage from ground they know is contaminated.

"What we have, we use," said Anna Pogorelova, who lives with her two children in what was called the “Fourth Zone” — an area once considered contaminated but not enough for evacuation.

In many places here, Ukraine's government pays people compensation for Chernobyl—known by Ukrainians as "coffin money". But with the country on the edge of default, the government has been curtailing the payments for some and reclassifying areas previously deemed contaminated.

Officials have said they are making tough choices with limited resources, but those affected by the accident say the government is trying to ignore legitimate cases.

The police guard on their duty the entrance of Pripyat town four kilometers from the Chernobyl power station, March 6, 1989, three years after the nuclear disaster.

"We have the impression that they would rather that we had just gone already," said Nadezhda Makarevich. Makarevich was evacuated from Pripyat, the town closest to the reactor. On the morning after the explosion, she was washing her windows. Not alerted by the Soviet authorities, she inhaled fallout, suffering radioactive burns on her lungs.

Makarevich is part of a group campaigning for the government to pay support benefits to those poisoned by the accident, as it is obliged by law.

With so many once classified as victims of Chernobyl — the number of so-called "liquidators," workers who contained the accident, is around 500,000 — and the illnesses so long-term, those claiming Chernobyl benefits are often stigmatized as scroungers.

In the villages around the Zone, many say they're resigned to living on contaminated ground. In any case, they say, radiation is only one of their problems.

"We're not a big region," Pogorelova said. "No one pays us any attention."

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Tribune CEO Blasts Gannett as “Playing Games” With Takeover Bid – Wall Street Journal

Tribune Publishing Inc. Chief Executive Justin C. Dearborn said its board is reviewing Gannett Co. GCI -1.55 % 's roughly $ 400 million takeover offer but criticized the USA Today owner for "playing games" during the proposal process.

Mr. Dearborn added that Gannett is being "erratic and unreliable" in a letter dated Monday to Gannett that Tribune Publishing made public in a regulatory filing Tuesday.

"We do not understand why you found our response to your proposal to be inadequate," Mr. Dearborn said, adding that he had personally engaged with Gannett CEO Robert Dickey "numerous times both in writing and via phone" before Gannett went public Monday with its offer.

Gannett's Mr. Dickey responded Tuesday in a letter, obtained by The Wall Street Journal, that he was "heartened" to hear that Tribune was considering its proposal.

On Monday, Gannett said it had offered to acquire Tribune Publishing in a deal valued at about $ 400 million—or $ 815 million, including debt—that would combine titles like the USA Today, Los Angeles Times and Chicago Tribune. TPUB 0.13 % Tribune said then that it has hired advisers which are helping it review the offer and would "respond to Gannett as quickly as feasible."

Mr. Dearborn said in his letter that Tribune responded "promptly" following Gannett's initial letter on April 12. He said representatives of Tribune Publishing agreed to have dinner with representatives of Gannett on April 18 in Washington, D.C., but Gannett canceled that meeting without offering a reason.

Mr. Dickey said that April 18 dinner was "scheduled well before our offer was made and was a social dinner" at a Newspaper Association of America conference, where "no substantive discussion could have taken place."

Mr. Dickey said that Gannett had closed its acquisition of Journal Media Group around the same time as the conference and instead decided to host a dinner to welcome executives from Journal Media—which he said Tribune Publishing knew.

A Tribune Publishing representative wasn’t immediately available to comment on Mr. Dickey's response.

In his letter, Mr. Dearborn said, "We made every effort to establish open lines of communication and maintain a constructive dialogue," but that "Gannett has been playing games."

He said the board will still "fully assess" Gannett's proposal.

Gannett is offering $ 12.25 in cash for each share of Tribune, a 63% premium to the stock's closing price Friday. Shares of Tribune Publishing jumped 53% Monday to $ 11.50.

Write to Joshua Jamerson at joshua.jamerson@wsj.com

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Valeant And The Only 1 Thing That Matters This Week – Seeking Alpha

By Parke Shall

There have been a lot of new developments in the Valeant (NYSE:VRX) case, but only one that matters for this coming week.

As Valeant continues to try and rebuild itself after its fall from grace over the last 18 months, it has identified a couple of key things that it needs to do in order to try and salvage itself and show the market that it can be a stable company with stable cash flows that can service its debt.

Valeant needs to show the market that it’s investable again, and there’s only one real way to do that: file its 10-K with audited financials, without any further restatements or aberrations.

Last week, there were rumors that Perrigo’s (NYSE:PRGO) Joseph Papa was being considered for the CEO spot. This news was mostly positive as Mr. Papa has a good track record and is respected within the industry. The key for Valeant is to find somebody with experience that the market will trust. This morning, Perrigo named a new CEO, further fueling rumors that Mr. Papa would be named Valeant’s new CEO. Reuters put out an exclusive just moments ago stating that PRGO’s new CEO appointment is so that Papa can leave for Valeant. All that’s left are the formalities for Valeant. We are actually expecting that news to cross the wires at any moment this morning.

But that isn’t really the one thing that matters.

Also in the news last week was that Valeant was set to default on a number of its other notes should the company not be able to file its 10-K before the end of April. This comes in addition to other default notices the company received earlier this month, which alarmed investors and drove the stock down quickly before the investing public realized that all the company needs to do is file its 10-K before April 29th and it will not default.

This is why filing the 10-K is clearly the most important thing and the only thing that matters for Valeant this week.

The company has repeated over and over that it is committed to getting the 10-K filed by its extended due date of April 29. Should the company file its 10-K, it shows the market that it has a clean bill of health, and most importantly it prevents the company from defaulting on its debt.

If the company does not file its 10-K this week or if it files another extension, not only is it going to get the company in trouble with its creditors, but it could be signs that there is more trouble brewing under the surface that investors have not heard about yet.

As a reminder, right now, the company line is that no additional accounting irregularities have been found and that the small restatements totaling just pennies that have already been made are the extent of the company’s accounting irregularities. The company has even changed its language around the 10-K to “on schedule” from it “intends” to file on time. Good news for VRX shareholders, but meaningless until the audited financials are actually filed.

If the company is able to file its 10-K this week, we expect shares over $ 40. It would be another piece of momentum in the right direction for the company and may help generate some much-needed positive headlines. Since Mr. Ackman has joined the Board of Directors, getting Mr. Papa on board and filing the 10-K would be two great steps in the right direction for the “new” Valeant.

While it will likely be easy to celebrate the on boarding of a new CEO this week, investors must remember that there is only one thing that matters this week. The company needs to file its 10-K as promised and needs to show the market that it is at the beginning stages of putting this entire mess behind the company. We will be eagerly watching.

Disclosure: I am/we are long VRX.

I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

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Analysis: Gannett bid for LA Times, rest of Tribune Publishing, may be hard to reject – Boston Herald

The proposed purchase of Tribune Publishing by America’s largest circulation newspaper chain, Gannett, would not only expand the thrift-minded news behemoth, but also push it into the kind of big city news markets, in Los Angeles and Chicago, where it has previously not ventured. Gannett, publisher of USA Today, revealed that it has offered $ 815 million for Tribune, publisher of the Los Angeles Times, Chicago Tribune and nine other dailies. Analysts and people with close knowledge of Tribune’s finances said they thought it would be difficult for the company to reject the $ 12.25 per share offer, a 63% premium over Tribune’s closing stock price last Friday.

The combination of the two chains could set up a cultural clash, though, between Gannett – whose 107 local news organizations focus mostly in small and mid-sized communities – and the operators of the Los Angeles Times and Chicago Tribune. In Los Angeles, in particular, publishers and editors of the Times staged a series of pitched battles, for more than a decade, against their corporate overseers at the Chicago-based Tribune company.

Most of the fights between the L.A. paper and the Midwestern corporate parent centered around the size of the Times’ staff. A number of Times publishers and editors resigned, mostly as they fought to stave off newsroom cuts ordered by executives in Chicago.

Those feuds were inevitably settled by the massive flight of print advertising from the newspaper business, where revenue has sunk to levels of the ’50s. The L.A. paper, which once had nearly 1,200 editorial employees, now has just over 400, according to two individuals with knowledge of the news operation. The package deal, putting the Times with ten other papers for just $ 815 million, comes less than a decade after entertainment mogul David Geffen offered $ 2 billion for the Times, all by itself.

Ken Doctor, a media analyst with Newsonomics and Politico Media, said it would be hard for the Tribune board to turn aside Gannett’s premium. “It’s a very aggressive bid,” Doctor said. “The shares have not seen that price since last August. If you are a shareholder, you are going to want to get out.” A failure to accept the bid, or one that was clearly superior, could expose the board to a shareholder lawsuit, said two individuals familiar with Tribune company.

Tribune did not respond to a request for comment. Its official statement said: “The Board is now engaged, with the assistance of its advisors, in a thorough review. The Board is committed to acting in the best interests of shareholders and will respond to Gannett as quickly as feasible.”

Investor Michael Ferro grabbed control of the company in January with a $ 44 million investment that gave him a 16.6% stake in Tribune. He made pronouncements about remaking the newspaper business, but quickly alienated some in the L.A. Times newsroom when his front-office regime snapped up all the tickets to this year’s Academy Awards – forcing journalists to beg for a couple of tickets so they could cover an event central to their beat.

Ferro is not the only significant holder of Tribune Publishing stock, though. Two Southern California investment outfits, Oaktree Capital Management and Primecap Management of Pasadena, own a combined 26.6%. Doctor and two others with close knowledge of Tribune finances said they found it hard to imagine those investors wouldn’t push for the Gannett deal.

There are few others likely to step forward to buy the entire chain in the highly distressed newspaper industry, though Apollo Capital Management made a bid for Tribune last fall, which then-CEO Jack Griffin and then-chairman Eddy Hartenstein reportedly rejected. It’s possible Apollo could try to better Gannett’s bid.

But with Gannett in the driver’s seat, it begs the question of how the chain that publishes USA Today and papers like the Detroit Free Press, Des Moines Register and Arizona Republic would treat the L.A. Times which, even in its diminished state, operates one of the biggest and most ambitious newsrooms in America. Last week, the newspaper won a Pulitzer Prize for its coverage of the terrorist attack in San Bernardino. And it’s star columnist, Steve Lopez, was a finalist for a Pulitzer.

Many in the Times newsroom and active in Los Angeles civic affairs have hoped for years that a local white knight – billionaire philanthropist Eli Broad is most often mentioned – would buy the newspaper and return it to local control for the first time since the ’90s.

Tribune rejected Broad’s bid last September for the Times and the San Diego Union-Tribune. The billionaire had previously been allied with another powerhouse L.A. investor, Austin Beutner, who had been serving at the time as publisher of the Times. After the Chicago corporate masters turned aside Broad’s bid, they soon ousted his ally, Beutner, and installed a new publisher from the Tribune corporate fold.

Broad did not respond to a request for comment Monday about his potential continuing interest in acquiring the Los Angeles paper. Other local magnates who once considered buying the Times, including Geffen and supermarket investor Ron Burkle, have not shown any recent interest.

Doctor said Times managers might once again clash with a new out-of-town corporate master, this one from the Washington suburb of McLean, Virginia.

“The Times has had a history of strong editors, a strong editorial culture and a sense of itself,” Doctor said. “There was a sort of arrogance and readers benefited from that in a way in terms of some great journalism over the years. And they also lost out because the Times was slow to change as quickly as it probably should have.”

Current Tribune ownership hit a major stumbling block in its bid to remake the Southern California news operation when the Justice Department rejected the company’s bid to acquire the Orange Country Register, out of concerns over anti-competitive practices. The two papers went, instead, to Digital First Media, operator of cut-rate papers ranging from the Pasadena Star News to the Long Beach Press Telegram and South Bay Daily Breeze.

One observer familiar with the Times’ operations said the paper should have been able to come up with an arrangement to assuage monopoly concerns, so that it could go ahead with the purchase of the Orange County and Riverside papers. That acquisition had been a major underpinning of the company’s future strategy.

“That deal might have made the stock go up. It certainly would have put Tribune and the Times in a stronger position,” said the observer, who declined to be named. “It’s harder to compete with success. If they had succeeded, it might have been harder for Gannett to come in. But it’s easier to compete with a loser.”

© 2016 Variety Media, LLC, a subsidiary of Penske Business Media; Distributed by Tribune Content Agency, LLC

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Tribune Plays Coy as Gannett Makes a Bid – New York Times

Photo
Michael Ferro, Tribune's nonexecutive chairman. Credit Jamie McCarthy/Getty Images

A recent history of mistakes, slip-ups and management blunders is woven into the fabric of Tribune Publishing, the struggling publisher of The Los Angeles Times and The Chicago Tribune.

Now, the company may be about to add to the list.

On Monday, Gannett, publisher of USA Today, disclosed an eye-popping $ 815 million bid for what is left of the Tribune publishing empire. But instead of Tribune's board popping Champagne corks and shouting Hallelujah, it told Gannett, astonishingly, in effect: "Wait. We're not sure we want to do that and, actually, we're not sure we even want to talk to you about it."

Two weeks ago and behind the scenes, Gannett made its bid, valued at $ 12.25 a share, known to Tribune's board in the form of a private letter. That's 63 percent higher than Friday's share price. At most public companies that at least pretend to think about their shareholders, a firm that gets an unsolicited offer hires bankers relatively quickly to sort out its options. And perhaps it engages in a bit of back-and-forth with the suitor in hopes of feeling them out and maybe getting an even higher bid.

Not Tribune.

Its board sat on the offer for nearly 10 days without retaining outside advisers. Then, Tribune wrote Gannett a letter saying it was still working on hiring outside advisers, but is "in the midst of significant transformation," and pointed out that the company will "undergo some change" after June 2, almost six weeks from now.

While Tribune said it would "evaluate" the bid, the clear takeaway was that it wanted more time.

You might ask, what's magical about June 2? That is the day of Tribune's annual meeting.

More important, it is the day that two of Tribune's board members step down. When that happens, Michael Ferro, an entrepreneur with next to no media experience who invested in the company earlier this year and became the company's nonexecutive chairman, will have effectively mounted a coup of the board.

Here's how he did it. In February, Mr. Ferro's company invested $ 44.4 million in Tribune. In exchange, Mr. Ferro was given a seat on the board, bringing the board to seven people.

Mr. Ferro then persuaded the board to fire Tribune's chief executive, Jack Griffin, a media veteran, who was also a director. Mr. Ferro replaced him with Justin Dearborn, a former health care technology executive with zero experience in media. So, between him and Mr. Dearborn, he now controlled two seats on the board.

He then pressed the board to expand to 10 people and added three people friendly to him — all, again, with no meaningful background in journalism. They are Carol Crenshaw, chief financial officer of the Chicago Community Trust; Richard A. Reck, founder and president of Business Strategy Advisors; and Donald Tang, a former banker who now runs a boutique focused on United States-China media deals.

So now he has five friendly directors on a 10-person board. But after June 2, when two previous directors step down, he will have a majority — five of eight.

Tribune will tell you these directors are all independent. That's true only insofar as they are not executives working at the company. But they are certainly insiders relative to Mr. Ferro.

If Mr. Ferro, who said this year, "I wouldn't sell for $ 50 a share," according to Ken Doctor on NiemanLab, can get past June 2 without a deal, he will probably have the leeway to fully direct the process. He could choose to negotiate or perhaps he could stonewall. He could even try to take the company private himself. Who knows?

Whatever the case, the idea that Tribune's board has allowed this sort of behavior to take place is alarming. Given that Tribune Publishing was just spun off from Tribune Media and itself was a product of bankruptcy thanks to Sam Zell's mismanagement of the company, it's hard to argue that this company deserves the benefit of the doubt.

Lance Vitanza, a media analyst at CRT, put it best. "Tribune Publishing has little history operating as an independent public company and may be unable to reach earnings targets," he wrote in a note to investors. "Recent management upheaval creates numerous risks with respect to strategy and execution going forward."

If you're thinking to yourself, well, Tribune is a journalism company and simply selling to the highest bidder shouldn't be the only consideration, you're right. Tribune shouldn't consider only dollars and cents. In this case, Gannett is offering Tribune a lifeline with potential to create a modicum of stability.

It is hard to believe that Gannett's offer is its last, or best. A company that is willing to go public with a bid is usually willing to bid more. Of course, there's a chance that Tribune is engaging in an inscrutable courtship dance that will land a higher price. We'll only know if Tribune first picks up the phone.

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