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FTI Consulting Shareholder Activism and M&A Solutions Services November 2015
FTI Consulting Shareholder Activism and M&A Solutions Services
November 2015
Table of Contents
2
I.
FTI Consulting & Activist Investing Overview
3
II. Shareholder Defense 11
III. Shareholder Activism 20
IV. M&A Communications Experience 23
V. Performance Improvement & Interim Management Experience 26
VI. Our Experts 32
FTI Consulting & Activist Investing Overview
FTI Consulting at a Glance
FTI Consulting is a global business advisory firm that provides multidisciplinary solutions to complex challenges and opportunities. United by a culture of urgency, our professionals are organized around the globe to provide critical assistance wherever and whenever needed.
EXPERIENCED PROFESSIONALS We are trusted advisors with diverse expertise and exceptional credentials serving clients globally
DEEP INDUSTRY EXPERTISE We combine unparalleled expertise and industry knowledge to address critical challenges for clients. Our largest industry groups are: Construction Energy & Utilities Financial Institutions & Insurance Healthcare & Life Sciences Real Estate Retail & Consumer Products Telecom, Media & Technology
GLOBAL REACH With over 4,400 employees and offices in 26 countries on six continents, our breadth and depth extends across every major social, political, and economic hub across the globe
FCN Publicly traded – NYSE
$2.2 BLN NYSE listed enterprise value
1982 Year founded
80 Different disciplines
4,400+ Employees worldwide
700+ Industry specialists
440+ Senior Managing Directors
2 Nobel Laureates
10/10 Advisor to the world’s top 10 bank holding companies
94/100 Advisor to 94 of the world’s top 100 law firms
55/100 55 of all Fortune 100 corporations are clients
79 Offices in 79 cities around the globe
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Shareholder Activism is Spreading
Activist investing is growing 80 dedicated activist funds ■ Almost twice that number have engaged in some type of activism Activist AUM in 2014 totaled over $200 billion ■ Three times as much as 5 years ago
73% of all proxy fights result in activist achieving outright victory, partial victory, or settlement ■ In 2010 only 54% of proxy contests favored activists 2014 has seen 97 contests, 78 by hedge funds, the most since 2010
The universe of potential targets is growing Size is no longer a deterrent– activists no longer need to take large positions in order to win proxy fights and are not afraid of engaging with mega cap companies In 2014, 19 companies with a market cap greater than $2 billion were targeted by hedge fund activist investors ■ Compared with a total of 24 in the previous 4 years
In 2014 there were 59 contests led by hedge funds at companies with less than a $2 billion dollar market cap
In the 14 proxy contests started and completed in 2014, there were 6 CEO changes with two more expected due to pending sales
The approach to activism is becoming more sophisticated and more nuanced
Activists are more sophisticated – seeking structural changes and longer-term involvement with targets Institutional shareholders are essentially inviting activists into stocks rather than selling Activists are investing in more professional campaigns, hiring banking and PR professionals, producing extensive and detailed white papers as well as engaging in social media campaigns The media has become increasingly sympathetic to activists often cheering the fall of iconic CEOs and covering activist campaigns as they would political elections
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Activist Investing is becoming more common place, more sophisticated and more nuanced
We Provide a One-Stop-Shop for Activism Defense
FTI Consulting’s industry experts provide the deep analytical skills essential in activist actions:
All forms of Due Diligence Forensic Investigations and Accounting Valuation Services Performance Improvement Merger Integration & Synergy Analysis Interim Management Transaction Communications
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Commercial, Financial & Operational
Diligence
Performance Improvement
& Merger Integration
Business Transformation
& Interim Management
Forensics Investigations and
Accounting
Industry Specific Expertise
Only FTI Consulting provides transaction communications along with a suite of comprehensive business diligence, operational know-how, investigations, diagnostics and communications expertise, and the ability to anticipate issues plus recommend and implement change during every stage of activist activity.
Our comprehensive diligence identifies commercial, financial and operational performance metrics – what is being done “right” and what is not. Our industry specialist performance improvement and merger integration experts can recommend and implement cost reductions, synergy opportunities – improving benchmarks as well as strategic direction and alignment including: ■ Strategic and market analysis ■ Product profitability and rationalization ■ Sales force structure and compensation optimization ■ G&A expense management and reduction ■ R&D / Capex spend management and alignment with strategic direction ■ Governance best practices Interim managers and program management capabilities to implement changes and to bolster management teams as needed Transaction communications every step of the way during the life cycle of the activist activity.
Transaction Communications
During activist pursuit or defense companies need one expert team that is experienced in working with the board, management and counsel on the variety of communications,
management, governance and operational issues simultaneously in play.
We are the Leading Global Transaction Communications Advisor
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Mergermarket 2014 Global League Table for PR Advisors
Firm Deal Count
FTI Consulting 153
Brunswick Group 151
Finsbury 84
Maitland (AMO) 66
Citigate 65
Tulchan Communications 53
MHP Communications 46
Instinctif Partners 44
Image Sept 43
Barabino & Partners SpA. 43
2014 – Honored with Seven M&A Advisor Turnaround Awards
2014 – “Large Deal of the Year ($150m - $999m)”: Hostess Brands
2014 – “Consumer Goods: Automotive” Campaign of the Year: American Suzuki Motor
2014 – “Sec. 363 Sale of the Year ($100m to $1bn)”: Orchard Supply Hardware
2013 – Winner in City & Corp Comms: Asiacell share offer raises $1.24bn in Iraq’s biggest ever share offer
2007- 2014 – #1 ranking for Global deal volume in M&A Transactions
2013 & 2014 – M&A PR Firm of the Year
2013 – “Chapter 11 Reorganization Deal of the Year (Middle Markets)”: Reddy Ice Corporation
2013 – “Industrial/ Manufacturing” Deal of the Year: SapuraKencana
2012 – M&A Deal of the Year: Retail Manufacturing/Distribution
We Secure Top-tier Media Coverage for FTI Consulting Clients
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We work with the world’s leading banks, PE firms and Hedge Funds
We are Trusted by Deal Professionals
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Bradford Equities Management, L.L.C.
We work with the world’s leading law firms
And Trusted by Legal Professionals
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Shareholder Defense
FTI Consulting Helps to Even the Odds for You Activists win 73% of all proxy fights achieving outright victory, partial victory, or settlement.
Besides increased engagement, the responses to activist activity by companies has not kept pace with the increasingly sophisticated tactics employed by activists today.
While many companies have made affirmative strides toward their own self analysis when engaged in defense against activists, very few are employing heavily analytical communications strategies to deconstruct activists true track records and tell the world about it.
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How do companies even the odds? Conventional wisdom has defined how companies currently respond to activist attacks ■ Analyze your business the same way activists will ■ Prepare a defense based on understanding and predicting the activist approach ■ Create an internal and external team of “A” players ■ Track the stock performance of companies where the activist has been involved ■ Take actions that may mitigate potential activist arguments including
– Self-benchmark and scrub G&A and CapEx spending – Add qualified persons to the board, consider capital allocations changes – Take a critical look at CapEx – Anticipate responses to financial anomalies that will make you vulnerable to valid, and not-so-valid criticism – Analyze shareholder voting trends, relationships with proxy advisory firms, and proxy decision making
process – Review historical proxy advisory firm analysis regarding dissidents and activism in the industry, including a
review of all relevant ISS investor decks
Capitalizing on an Activists True Track Record in Your Defense
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Communications, Operational Analysis & Analytics are Your Keys to Changing the Odds Beyond the obvious – understanding the activist beyond its track record – How have the companies with which the parties have previously been involved behaved on matters of
governance? – Does an in-depth analysis of former targets reveal poor accounting or reporting practices? – Has the activist signed off on actions concerning management compensation or other “hot button” issues
that conflict with its current statements? – Does a review of all historical proxy advisory firm analysis regarding dissidents, including a review of all
relevant ISS investor decks, reveal any inconsistencies?
Beyond the activist – understand the effects on the company – How have companies successfully defended themselves against the activists? – Draw on techniques to keep the management and the employee base focused on optimal execution and not
the activist fight. – What actions can be taken to enhance free cash flow prior to the next reporting period? – What advisors can be retained to blunt the focus of the activist?
Beyond the investors – understand the effects on all stakeholders – Which issues may cause the press and the government to take a negative view of the activist? – What were employee issues at prior targets? – Did a prior target have any business deals with unscrupulous entities or individuals - including suspect
foreign governments? – Are there political considerations to take into account concerning the activists demands?
Shareholders need to know if activist investors have protected shareholders from downside risk at companies they have targeted or played fast-n-loose with the rules in their quest for short term gains.
How FTI Consulting Improves Your Defense
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How does FTI Consulting Improve Your Defense from Activists?
FTI is the only firm in the industry that has performed the analysis described here, and used it effectively to stop well-funded, high profile activists FTI has the leading forensic accounting practice among peers, and has worked on many of the most high profile litigations, and activist and M&A defense matters, providing management and boards of directors with a critical advantage – objective analysis FTI is one of the world’s largest crisis communications and investor relations firms both globally and by numbers – allowing us to work on multiple engagements in multiple jurisdictions FTI has world class anti-trust expertise FTI has consistently ranked number one in deal volume over the last 3 years FTI is the top worldwide financial advisory firm, a one-stop shop for operational enhancement, SG&A reductions and CapEx analysis FTI’s credentials as the #1 restructuring firm in the world – ranked by The Deal – helps it understand the warning signs when activists are running a target company too close to the line in an effort to reap short term gain
Without hyperbole, no other firm can combine world class analytical, operations and communications skills the way FTI Consulting does.
1. Focus on Proper Messaging
Leverage the traditional media and use digital assets (website and social media) to get the message out quickly – traditional media may tire of a story – use social media to reinvigorate the messaging. Create digital content and website to facilitate various stakeholder communications. Drive stakeholders to one source for information to control the message.
When an Activist is on Your Doorstep
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Engagement with shareholders needs to include the proxy-voting decision makers, which may not be the portfolio manager or analyst. Shareholder research – understand voting guidelines, preferred engagement processes and identify voting decision makers. Behind the Headline - Monitor all key influencers within your shareholder base plus sell-side analysts and bloggers Have a plan for ISS and one for gaining institutional support
2. Create Strong Shareholder Engagement
3. Use Media to Your Advantage
Use messaging that directly addresses activists’ assertions – avoiding them gives investors the impression the activists are correct. Drive messaging that resonates with investors first and the media second. Behind the Headline – Insist on having all the data you need at hand to execute your responses. Prevent leaks.
Even the best preparation cannot prevent activist aggression – but it can put a company in the best position to convey its message to the institutional community and to reduce the credibility of the activist.
Select Defense Engagements
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FTI has represented many companies directly facing activism or preparing for it
Defended against an activist investor seeking Board seats
Activism defense preparation
Defended against an activist investor seeking Board seats
Defended against an activist investor seeking Board seats
Defended against an activist investor
Defended against an activist attempting to push a company into a
sale and a hostile acquirer
Defended against an activist investor seeking Board seats
Activism defense preparation
Defended against an activist investor
Leading Technology & Software Solutions
Provider
Leading Distributor Leading Manufacturer Leading Insurance Provider
Defended against an activist investor attempting to disrupt a merger
Activism defense preparation
Defended against an activist investor
FTI Consulting Role Situation Outcome
Relevant Experience: Activism Defense
Allergan, a long-time industry leader in pharmaceuticals and aesthetics, became the target of a hostile takeover attempt by serial-acquirer Valeant Pharmaceuticals in early 2014. Noting Allergan’s strong financial condition and the success of key products (Botox®, Restatsis®), yet relatively high R&D costs, Valeant sought financial support from Pershing Square Capital Management in an effort to merge the companies, slash expenses and R&D, and absorb its market-leading products, where it perceived there to be pricing power Upon public disclosure of Valeant’s and Pershing Square’s intentions on April 22, 2014, Allergan implemented a multi-faceted defense strategy covering legal, financial, public relations and anti-trust bases to reject the proposed merger. Allergan’s Board of Directors and senior management team were adamant that Valeant’s three escalating offers of a mixture of cash and Valeant stock substantially undervalued Allergan’s common shares, notwithstanding a significant premium on a pre-offer basis
Allergan launched a multi-faceted campaign to prove that it would continue to outperform as a stand-alone enterprise, and that the cultural and structural combination of Valeant and Allergan would destroy, not enhance, shareholder and customer value. FTI Consulting’s role in this campaign included the following:
Organized a dedicated team of forensic accountants, investigators and industry experts to perform in depth reverse due diligence on Valeant’s historical financial statements, prior M&A targets and other publicly disseminated information to identify U.S. GAAP and other disclosure and regulatory issues, as well as other potentially false and misleading statements. This work was used to assess whether Valeant’s common stock should be considered as an acceptable form of currency in the proposed merger Provided litigation support in connection with state and federal lawsuits associated with corporate governance and insider trading allegations Responded to and/or rebutted public statements by Valeant, Pershing Square and the media regarding facts and circumstances associated with the proposed merger
Supported consistent, positive coverage across major media and financial outlets, including the Wall Street Journal, CNBC, and The New York Times
Enabled an environment and a sufficient amount of time for a “white knight” offer to be made by Actavis plc totaling approximately $66 billion, an increase of 43% over the initial Valeant and Pershing Square offer, prior to the completion of a proxy contest launched by Pershing Square
Maintained its industry-leading reputation with doctors and patients as a proponent of long-term R&D in the pharmaceutical sector despite harsh and repeated accusations of mismanagement by Valeant, Pershing Square and their representatives
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FTI Consulting Supported Allergan in Defense Against Unique Hostile Takeover Led by Valeant and Pershing Square
FTI Consulting Role Situation Outcome
Relevant Experience: Activism Defense FTI Consulting Advised Transocean on Successful Activist Defense Campaign
One of the world’s most well known shareholder activists, billionaire Carl Icahn, became Transocean's largest shareholder after accumulating a 5.6% position in the Company in mid-January 2013 – two weeks after Transocean had settled with the Department of Justice regarding its role in the tragic explosion of the Company’s offshore drilling rig and subsequent oil spill in the Gulf of Mexico (the “Macondo Incident”). By early March, Mr. Icahn had made his demands clear – seeking both a $4.00 per share dividend and the ousting of several Board members – which he argued was warranted because of “value-destroying acquisitions and poor historical shareholder return performance” relative to peers
Working with Transocean’s management and communications teams, along with the Company’s outside legal counsel and investment bankers, FTI Consulting's Strategic Communications team quickly designed and implemented a comprehensive communications strategy to defeat the activist assault on the Company
The core messages of the campaign focused on Mr. Icahn’s short-term strategy and lack of industry understanding, which would negatively impact the Company’s long-term asset strategy as well as derail its operational and financial progress since the Macondo Incident. The weaknesses of Mr. Icahn’s proposed Board candidates – who would remain beholden to Mr. Icahn’s wishes if appointed to the Board – were also highlighted. FTI Consulting consistently reinforced these key messages through the development of a series of fight letters, presentations, press releases and other materials FTI Consulting created a centralized shareholder activist website, launched a Twitter account that was followed by retail holders and implemented an extensive media outreach campaign in the U.S. and Europe to drive home the arguments against Mr. Icahn’s overtures
At Transocean's annual meeting of shareholders, the Company successfully defeated Mr. Icahn's proposals and replacement Board candidates, with only one Board seat lost and the Company’s dividend proposal receiving 75% shareholder support.
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FTI Consulting Role Situation Outcome
Relevant Experience: Activism Defense
FTI Consulting Advised Shire During Unsolicited Bid by AbbVie
Shire, a fast-growing pharmaceuticals company was in the midst of a transformative strategy to becoming a prominent player in the biotechnology industry, particularly in regards to rare diseases with significant unmet need. Domiciled in the U.K. and surrounded by a flurry of tax inversion activity by competitors, the company became a highly sought after asset within the space
After significant interest arose from AbbVie, an unsolicited $46 billion deal became public, and Shire found itself in a unique position requiring both proactive communication of its value proposition as a standalone company, as well as remaining sufficiently positioned to allow for a successful deal down the road. As a more traditional pharmaceutical company, AbbVie’s business model provided opportunities for synergies with Shire, though contradicted Shire’s stated aspiration to become a premium biotech asset. FTI Consulting’s role in supporting Shire throughout the matter included the following: ■ Developed robust scenario planning and potential
responses to those scenarios related to arguments made by AbbVie in favor of its combination with Shire, including messaging and media engagement strategies
■ Performed competitive intelligence to support or refute claims made regarding the specific synergies and opportunities provided for a combined company and identify potential vulnerabilities of all parties to the matter
■ Advised Shire on public affairs developments related to the evolving position of the Treasury Department on so-called “tax inversion deals.” This insight helped to shape Shire's perspective in negotiating appropriate carve out limitations in the purchase agreement
Media and analysts were increasingly positive on the prospects of the standalone company, all generally positive on the company’s 10 x 20 growth strategy
Achieved strong international media coverage in the Financial Times, Wall Street Journal, major newswires and leading trade and business publications in U.S. and Europe
Successfully course corrected message following the accomplishment of a friendly deal between Shire and AbbVie, to existing shareholders, particularly employees
Received an eventual break-up fee of $1.6 billion after the deal ended due to the growing AbbVie Board concern regarding new tax inversion regulation proposed by U.S. regulators
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Shareholder Activism
A Sophisticated Approach to Activism Works We provide activist investors with the messaging and with media access to communicate their investment thesis as well as with detailed media plans that anticipate target company responses
Financial, operational and commercial understandings on which an investment thesis is predicated need to be right in order to maintain credibility with investor bases
In the face of what will likely be challenging arguments from the target company missteps are costly
■ FTI Consulting business analytics are world class and our industry expertise is broad and deep for almost any target acquisition
■ Industry and operational know-how provide activist investors with “fuel” to fire their arguments
Our public affairs experts can help activist investors not only diminish a target’s “advantage” in Washington but help develop federal and state regulatory strategies
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Activist investors that effectively communicate their value message to the market have a much greater chance of gaining institutional investor support and persuading their target company to take appropriate action
FTI’s Activist Tool Kit
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Operational Activism
•Supplement their analytics and communications plans with granular detail on the changes it would make to yield value for the shareholders
•Provide detailed analysis of SG&A changes from an outside perspective that can yield immediate value
•Provide investigative services on both boards and management to flush out related party transactions and back-grounds
Balance Sheet Activism
•Provide supporting analysis for leverage ability, analyze past company capital allocation decisions for real time errors in judgment, and provide true cash flow analysis to determine the true ability of a company to return cash to shareholders
Transaction Oriented Activism
•Provide valuation services of the company’s various divisions, products, real estate and intellectual property
•Provide analysis of proposed transaction and, using valuation and benchmarking, provide support for a potential under- valued offer
FTI provides a variety of services to assist activist investors in pursuing their targets
M&A Communications Experience
M&A Communications Advisors on Hostile & Contested Transactions
HOSTILE/AGREED $55bn acquisition by AbbVie
CONTESTED Heineken / Carlsberg £7.8bn
successful acquisition of Scottish & Newcastle
CONTESTED Advised major shareholder in Capital Shopping Centres on bid from Simon
Property Group
HOSTILE Rodman and Renshaw’s $100m bid
for Cowen Group
HOSTILE DISH’s $25.5 bn for
Sprint Nextel Corporation
CONTESTED Peel Holdings £88m bid
for Pinewood Studios
CONTESTED Scott Wilson approach from URS resulting
in accepted offer of £233m
HOSTILE Michael Page defense against £1.3bn
approach from Adecco
HOSTILE / AGREED Babcock International £1.4bn successful
bid for VT Group
HOSTILE Unsolicited offer for
Laird plc
HOSTILE Anglo American defense against £40bn
approach from Xstrata
CONTESTED CBOT defense against competing ICE bid and close of $11.8bn acquisition by CME
HOSTILE / AGREED KPN successful $93.3m
tender offer for iBasis
HOSTILE / AGREED Rolls Royce & Daimler €3.4bn bid
for Tognum
Midwest Airlines defense against AirTran and corresponding $450m deal with TPG
Capital
HOSTILE/CONTESTED Unsolicited offer from Valeant
Pharmaceuticals
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FTI Consulting has been a trusted advisor to some of the world’s largest companies on some of the most high profile and most complex corporate acquisitions of our times.
FTI Consulting Role Situation Outcome
Relevant Experience: Hostile Acquisition
On April 15, 2013, DISH Network Corporation announced a proposed merger to the Board of Directors of Sprint Nextel Corporation for a total cash and stock consideration of $25.5 billion. DISH was approaching Sprint as an unsolicited bidder, as Sprint had previously announced a merger agreement with Japan’s SoftBank
As a U.S. technology leader with track record of disrupting entrenched incumbents, DISH intended that its proposed merger with Sprint would create an industry-leading spectrum portfolio and the only company to offer customers a fully-integrated, nationwide bundle of in- and out-of-home video, broadband and voice services. FTI Consulting’s Strategic Communications team helped DISH launch an aggressive communications campaign targeted at all of DISH and Sprint’s stakeholders, including:
Development of all communications materials for the April 15 announcement date, along with all subsequent milestones and inflection points Development and execution of Washington, D.C.-focused public affairs campaign to encourage policy makers to more closely examine the implications of foreign ownership of nationally important assets Development and execution of Kansas City-focused public affairs campaign to engage Sprint employees and local policy makers Development and execution of proactive media strategy and management of all media inquiries Creation of a transaction microsite, which contained communications materials for all stakeholders Ongoing monitoring of all media and analyst coverage, including tone and third party commentary
As a result of DISH’s proposal, SoftBank was forced to revise its proposed offer for Sprint. Additionally, Sprint was forced to substantially raise its offer for Clearwire – a provider of 4G wireless broadband services – for which DISH had also submitted an offer. DISH ultimately withdrew both offers at the end of June 2013
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FTI Consulting Advises DISH on Proposed Merger with Sprint
Performance Improvement & Interim Management Experience
Select Performance Improvement/EBITDA Enhancement Engagements
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
Performance Improvement Advisor
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We have a track record of driving EBITDA improvements across a wide range of industries which can support an activist’s investment thesis
Performance Improvement Advisor
Performance Improvement Advisor
Select Interim Management & Performance Improvement Engagements
Chief Executive Officer
Chief Executive Officer
Chief Operating Officer
Chief Executive Officer
Chief Executive Officer
Chief Financial Officer
Chief Executive Officer
Chief Operating Officer
Chief Operating Officer
Divisional President
Chief Operating Officer
Chief Executive Officer / Chief Operating Officer
Chief Executive Officer
Chief Financial Officer
Chief Executive Officer / Chief Financial Officer
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FTI Consulting provides activists with CEO/COO experience in their analysis, defense and campaign
Select Interim Management & Performance Improvement Engagements
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
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Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Restructuring Officer
Chief Implementation Officer
FTI Consulting provides activists with CRO experience in their analysis, defense and campaign
Select Due Diligence Engagements
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
Due Diligence
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Our due diligence experience helps activists advocating a transaction
Select Merger Integration and Carve-Out Engagements
Advisor to the Buyer
Cubbyville Assets Advisor to the Buyer
Merger Integration Advisor
Merger Integration Advisor
3-Way Merger from
Merger Integration Advisor
BMO Business Segment Advisor to the Buyer
Merger Integration Advisor
Market Segment Carve Out Advisor to the Buyer
Boiler Division Carve Out Advisor to the Buyer
Disney Stores Carve Out Advisor to the Company
Advisor to the Company
Business Segment Carve Out Advisor to the Buyer
Post-Carve-out Advisor
Merger Integration Advisor
Merger of
Merger Integration Advisor
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Our merger integration and carve-out engagement experience helps activists’ advocacy
Our Experts
Select Biographies
Jason Frankl Senior Managing Director
Washington, DC 202.312.9216 [email protected]
Jason Frankl is a Senior Managing Director at FTI Consulting and is based in Washington, DC, where he has office management responsibilities. Most recently, Mr. Frankl led a large team of FTI Consulting professionals supporting Allergan in its successful activism/M&A defense involving Pershing Square and Valeant Pharmaceuticals resulting in a white knight bid of $66 billion by Actavis plc, $20 billion above Valeant’s original acquisition bid. Mr. Frankl has led dozens of investigations and regulatory inquiries on behalf of publicly traded companies, boards of directors and broker dealers involving NASDAQ, the NYSE, FINRA, CBOE, the SEC, the CFTC and the DOJ, in connection with securities trading matters (equities, options and physicals), regulatory requirements, fraud allegations, improper application of generally accepted accounting principles and corporate governance matters. Prior to joining FTI Consulting, Mr. Frankl served as Counsel with the NASDAQ Stock Market where he conducted and/or was involved in over 1,000 hearings for issuers faced with the threat of delisting or denial of initial listing for failure to satisfy NASDAQ listing requirements. Mr. Frankl also participated in the development and implementation of NASDAQ’s corporate governance rules and policies formulated in response to the Sarbanes-Oxley Act of 2002.
Steven Balet Managing Director
New York, NY 212.850.5735 [email protected]
Steven Balet is a managing director in the FTI Consulting Strategic Communications segment and is based in New York. For the past 19 years Mr. Balet has advised public companies and hedge funds of all sizes on mergers & acquisitions, contested proxy campaigns and corporate governance issues. Mr. Balet’s experience includes providing strategic advice in cross-border and global proxy solicitations, corporate proxy defense strategy, dissident investor campaigns, proxy fights and mergers and acquisitions transactions. Mr. Balet joined FTI Consulting in April 2013. Prior to joining the company, Mr. Balet’s experience included 15 years at MacKenzie Partners, including three years as head of their London Office. Mr. Balet holds a B.A. from the State University of New York at Albany and a J.D. from the State University of New York Buffalo School of Law.
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Select Biographies
Brian Kushner Senior Managing Director
Austin, TX 512.415.2741 [email protected]
Dr. Brian Kushner is a senior managing director in FTI Consulting’s Technology, Media and Telecom (“TMT”) practice based in Austin, TX. Dr. Kushner co-founded CXO, L.L.C., which was acquired by FTI Consulting in 2008. Within the Corporate Finance segment at FTI Consulting he co-leads both the Technology and the Aerospace, Defense and Government Contracting Practices. In the past 15 years he has served as Chairman, Director, CEO/interim CEO or CRO of over a dozen public and private TMT and defense companies, and, since 2000, has led or supported over 50 engagements involving all aspects of TMT, including semiconductors, gaming, consumer electronics, broadcast TV, software (packaged as well as SaaS/PaaS), integrators, auto parts, defense contractors, cable, equipment manufacturers, ISPs, call centers/BPOs and data center providers. The projects involved almost every aspect of corporate performance, from strategy and go-to-market planning to revenue enhancement to cost cutting to supply chain management to logistics/returns management to over-the-top transmission to restructuring. Over the last decade, Dr. Kushner and his former CXO partners have bought or sold over 25 companies and have conducted diligence on over 30 companies for Private Equity and hedge funds, along with providing assistance to organizations in EBITDA enhancement, go-to-market planning, IP monetization, cyber-security, secure cloud strategies, outsourcing, process optimization and SG&A cost reduction.
Peter Nolan Senior Managing Director
New York, NY 212.651.7148 [email protected]
Peter Nolan is a Senior Managing Director at FTI Consulting and is based in New York. He is a member of the Global Risk and Investigations Practice in the Forensic & Litigation Consulting segment. Mr. Nolan joined FTI Consulting in 2011 and manages complex investigative, business intelligence, and risk mitigation consulting assignments undertaken by FTI Consulting within the domestic United States and overseas. Mr. Nolan has had significant experience throughout his career in the conduct of sophisticated and sensitive business intelligence assignments and political risk assessments for both public sector and Fortune 100 clients in the U.S., Middle East, and Asia. He has also worked closely with clients on merger and acquisition strategy and market entry risk assessments. Mr. Nolan has managed pre-IPO due diligence assignments, and major fraud and FCPA investigations, personally conducting on the ground collection and investigative efforts on four continents. Before joining FTI Consulting, Mr. Nolan was the business intelligence practice leader at another leading risk consulting firm, from 2008-2011. In this capacity, he oversaw business intelligence and due diligence assignments conducted in more than 30 countries for a variety of multinational clients. Mr. Nolan had a specific focus on financial services clients. Mr. Nolan began his career at The Philadelphia Inquirer and speaks Mandarin Chinese.
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Critical Thinking at the Critical Time ™
