Today's entry: "shareholder rights plan." Example usage:
Less than a week after activist investor Carl Icahn announced a 10 percent stake in Netflix, the online video company is moving to protect itself against hostile takeovers.
The Los Gatos, Calif., company said Monday that it has adopted a shareholder rights plan.
Icahn disclosed his stake in Netflix Wednesday.
Under the plan, rights are exercisable if a person or group acquires 10 percent of Netflix, or 20 percent in the case of institutional investors, in a deal not approved by the board.
This is basically a poison pill that can be triggered by the Board that can dilute the value of a hostile investor's share of the company. What it does is force investors to negotiate with management for takeover of the company, rather than directly with shareholders. As such, it is actually a "management rights plan" as it empowers management at the expense of shareholders (as evidence of this, in a rising market today Netflix stock fell on this news -- shareholders know that such moves have nothing to do with their well-being). Managements use it either to protect their jobs (by disallowing hostile takeovers their shareholders would otherwise support) or at least to get a nice payoff on the way out the door as the price for agreeing to the deal.
Dish Network is going to buy Blockbuster out of bankruptcy for $320 million. I am frankly floored there is that much value. I have found that one can make a surprising amount of money riding an obsolete business down over the years if it is managed correctly -- but this is generally for product businesses. Retail businesses are really hard to ride down because you need to be closing stores every year and that is hard to do cost-effectively given typical lease terms. Never-the-less, I expected the winning bid to be from a liquidation company, someone like the folks who took wound down Circuit City.
But the purchase by Dish Network implies that the buyer wants to continue operating Blockbuster in some form, and the identity of the buyer implies some sort of on-demand or streaming service. But what does Blockbuster offer? Is the brand valuable in this context, or a liability? Does it have customer loyalty with a segment (old people?) who have so far shied away from Netflix / Hulu? Does Blockbuster have favorable royalty / licensing contracts with studios that are transferable to other video delivery models?
If I had to guess, I would bet on the latter. There have been examples of whole businesses built from legacy contracts. One of the best examples is a little noticed contract Carl Icahn had with TWA, which spawned a huge new travel agency and later really helped to build Priceline.com. Here was the story:
When TWA got a loan from Carl Icahn, an almost unnoticed part of the deal was that a certain travel agency owned by Icahn, small at the time, would be guaranteed TWA tickets at a healthy discount off the lowest published fares. This agency, with this boondoggle, grew to enormous size as Lowestfare.com. TWA, beyond the reasons listed above, therefore had a second reason for not wanting to publish their lowest possible fare. Normal limitations that most airlines could set on how many seats would be available at their lowest fare could not be enforced by TWA. If they offered a new $100 fare, Lowestfare.com could blow out an unlimited number of tickets at $80 or less and TWA would have to accept it. Therefore, by offering discounts unpublished via Priceline, TWA prevented the travel agency from getting inventory even cheaper. And so, a huge portion of the early Priceline inventory was TWA. (ironically, after the American Airlines acquisition of TWA killed the deal, the Lowestfare.com URL was bought by … Priceline.
I wonder if Blockbuster has something of similar value in their royalty / licensing agreements?