The velocity of the destruction of Synchronoss Technologies investors’ capital is brutal to behold: In less than four months, the value of their investments has been halved. There’s a reason for that. On Dec. 6 Bridgewater, New Jersey-based Synchronoss announced an unusual pair of transactions that radically altered its business model just weeks before the end of its fiscal year: It paid twice the then price of shares to merge with the public company Intralinks and simultaneously sold the mobile-phone activation unit, which was responsible for almost half of annual sales for Synchronoss. This prompted the Southern Investigative Reporting Foundation to take a hard look at the company’s shift in strategy, whose sheer complexity masked some troubling details.
Valeant Pharmaceuticals International, the corporate poster-child for price-gouging, tax-inversion and hedge-fund manager wealth destruction quietly severed all ties with J. Michael Pearson, its former chief executive officer and longtime guiding light, in January according to its annual proxy statement filed this morning. While Pearson stepped down from Valeant in May 2016, and struck a wide-ranging separation agreement that paid him $83,333 per month for consulting–especially the much-touted and at least temporarily disastrous Walgreens contract–his primary job was to cooperate with the seemingly eternally expanding roster of civil and criminal investigations. The deal with Pearson was supposed to last through this December and the use of the word “initial” in the contract’s wording was a suggestion it might be renewed. Valeant, in the Proxy, says it last paid him in October, and in December its board of directors determined no more payments would be made: “In December 2016, the Board determined that we are not in a position to make any further payments to Mr. Pearson, including in connection with his then-outstanding equity awards with respect to 3,053,014 shares.” Pearson’s agreement was terminated in January, for unspecified reasons.
By any measure Tuesday December 6 was an extraordinary day for Synchronoss Technologies’ shareholders and employees. They woke up owning a stake in a company with a market capitalization above $2.2 billion, whose core software enabled consumers to activate, synchronize and store their mobile phone data. By day’s end, however, Bridgewater, N.J.-based Synchronoss had purchased IntraLinks Holdings, an unprofitable data-room developer for almost twice its then share price and said that it had struck a deal to sell its legacy business, the mobile-phone activation unit, in two stages — 70% immediately and the 30% remainder over the course of the next year. Topping it off, Stephen Waldis, the company’s founder and chief executive, took the unusual move of stepping down to let Ronald Hovsepian, IntraLinks’ CEO, run the newly combined venture, though he’s remaining on the board of directors with the title of Executive Chairman. Synchronoss marketed the effort as “Accelerating a Strategic Transformation”; investors just called their broker and sold, sending the stock price to $42.59 from $49 the day before, and erasing more than $290 million in market capitalization.
For much of the past two decades Canadian National Railway Co. has been credited with revolutionizing the North American railroad industry. The company’s former chief executive E. Hunter Harrison’s theory of “precision railroading” — a data-driven focus on charging customers a premium for superior on-time performance — made him an industry icon and his shareholders very happy. But in railroading, as in life, how you get there matters. Acting on a tip, the Southern Investigative Reporting Foundation began investigating Canadian National in the fall of 2014.
John F. Barry III, the founder, chairman and chief executive of Prospect Capital, a Manhattan-based business development company, can’t seem to get any respect. In June 2015 Prospect took out an advertisement in Barron’s that sought to attract more investors by touting its then 12.4% dividend yield and the share price promptly dropped. A shareholder wrote a tongue-in-cheek essay calling Prospect “The most hated stock on Wall Street.” Over the past six months both the Wall Street Journal and New York Times have written critically–to varying degrees–about the company’s portfolio valuation and dividend payment practices. Not to be outdone, short-sellers, who have had the company in their sights for nearly five-years, are broadcasting their own list of grievances about Prospect’s operational and accounting disclosures. Posts about the company or its prospects go up on Seeking Alpha nearly weekly and attract dozens of commenters who weigh in with full-throat for days at a time.
A tiny footnote buried in a pair of corporate filings suggests AmTrust Financial Services’ chief executive officer has a great deal of explaining to do about who owns almost seven percent of the company’s shares. Barry Zyskind, according to an early January Securities and Exchange Commission Form 4 filing, transferred 12,020,000 million shares of AmTrust–then worth more than $378.2 million–to a “charitable organization” called Gevurah from Teferes, a tax-exempt personal foundation he set up in 2006. (The number of shares reflects a February 15 2-for-1 stock split.) According to the filing, he serves as a trustee and officer for the entity, with voting and investment authority. The company’s proxy, filed on March 29, also mentions this transfer. Oddly, those two footnotes are the only mentions of Gevurah seemingly anywhere.
Purchase, New York is a woodsy, suburban hamlet on the Connecticut state line that’s known as much for its residents’ extraordinary wealth as it is for being the headquarters address for corporate heavyweights like MBIA, PepsiCo and MasterCard. The town is also home to Quorum Federal Credit Union, a small member-owned and tax-free cooperative whose website suggests it’s still the type of plain vanilla alternative to big banks that it was set up to be 82 years ago, where profits reduce the cost of loans and boost the interest-rate paid on savings accounts. What can’t be easily seen, however, is the fact that Quorum has become a major lender to the vacation ownership interest business, i.e. the new iteration of time-share sales, the controversial–if long-standing–vacation concept. Loans made to customers of Diamond Resorts International are the biggest part of this portfolio and it’s no embellishment to say that without Quorum, Diamond wouldn’t be where it is today. (Southern Investigative Reporting Foundation Readers will recall our March investigation into Diamond’s financial filings, revealing a picture that’s entirely at odds with the growth juggernaut that management touts.
More than seven years after Bear Stearns’ collapse, its former senior leadership has pushed a narrative centering on the once-proud firm’s collapse having been unforseeable. In the telling, the metastisizing subprime crisis suddenly slipped free from fixed-income portfolios, and the only response the globe’s biggest financial institutions could muster was to cease lending, birthing a maelstrom wholly apart from any other market cycle. Cut off from vital short-term credit markets, and buffeted on all sides by self-serving rumor and the raw panic of their counter-parties and clients, Bear Stearns was forced into a fire sale. It was “a run on the bank,” a five-word phrase stopping just short of “Act of God” in explaining the inexplicable and diffusing blame. Two weeks ago the Southern Investigative Reporting Foundation obtained a just-unsealed lawsuit arguing the contrary: Bear’s financial health was in full-bore decline months before the June 2007 multi-billion dollar implosion of its asset management unit’s two massively levered hedge funds.
Last February spinal orthopedic device maker Globus Medical purchased Branch Medical Group, a key supplier and contract manufacturing operation based just three miles away from its Audubon, Pa. headquarters. The BMG deal was announced on the same day Globus released fourth quarter and 2014 earnings and little attention was paid to what looked like another instance of a high-profile, larger company merging with a small, privately-held one. But with a $52.9 million all cash price tag, the purchase of BMG was not so small for Globus, which had just reported $474 million in sales for the prior year. Moreover, it was no ordinary deal: in the bloodless language of business law the BMG purchase was known as a related party transaction.
The Southern Investigative Reporting Foundation needs your help. Launched in 2012, at every step of the way the board of directors and myself have sought to adhere to our mission statement:
“Our investigative foundation will produce substantive reporting infused with valuable information and a perspective quite distinct from the glossy outlook spun inside Wall Street’s promotion machine. We will mine corporations’ legal and financial documents and perform old fashioned shoe leather reporting to frame investigations that many media organizations are simply no longer equipped to pursue.” I argue that we are meeting that goal. Moreover, the slate of coming investigations is sure to be the most high-profile work yet — trust me on that.