The Carl Icahn “Accountability” Statement Rings Hollow

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On the surface, Carl Icahn’s recent statement “One of the most important things we need in this country is to keep companies accountable” makes the activist investor seem like a decent, reasonable human being.

carl-icahnBut for investors who have been around the block a few times, it doesn’t take long to remember that this is Carl Icahn speaking … a man who has a history of destroying companies — and enriching himself in the process — in the name of “unlocking value.”

In other words, while his words sound good, there’s usually more to the story whenever Carl Icahn is “keeping companies accountable.” Before investors cheer his willingness to shake things up, it may be worth revisiting his history of activism.

TWA

Remember a little airline called TWA? The company went bankrupt in 1992 (and then filed bankruptcy again in 1995, and then sidestepped bankruptcy in 2001 by selling itself for a song), but the demise actually began in 1985 when a corporate raider acquired a controlling interest in the company. This large investor told the company what it wanted to hear. Namely, he wanted to make TWA profitable. By 1988, however, the raider’s actions and the raider’s words were widely mismatched.

In 1988, this controlling investor took TWA private, pocketing $469 million for himself in the process, and saddling the airline with the $540 million in debt that had been created to facilitate the company’s privatization. The overfunded pension was whittled down to the bare minimum, with the excess going to this major stakeholder, and by 1991, this same controlling shareholder directed the company to sell its best asset to the tune of $445 million. That asset? The company’s routes from the United States to London, largely eliminating TWA’s ability to drive revenue in the future.

By 1993, this large investor — chairman of the board by that timewas owed $190 million by the struggling airline. Unable to pay cash for the debt, TWA gave this individual the rights to buy tickets (for the purpose of selling them at a profit) for St. Louis-connected flights at a price of just a little more than half their retail value … for a period of eight years!

The offer was too generous, and cost the company an estimated $100 million per year. Between the parsing of the company in addition to a fiscally unsound ticket-resale agreement, TWA was unable to remain airborne past 2001, being acquired by American Airlines at that time.

Any guesses who that investor was?

That large investor who seemed like a savior at the onset and then ended up being the harbinger of death who parted the company out to the point of impotence? No, it’s not Gordon Gecko (though the similarities Oliver Stone’s 1988 movie Wall Street are no coincidence). That gentleman was one Carl Icahn.

Where did he inject accountability into the TWA saga? Nowhere.

Blockbuster

But should something Icahn did twenty years ago be used against him now? Perhaps activism works much differently — and better — here in the new millennium where break-aparts and spinoffs are no longer en vogue and company-rebuilds and improved competitiveness are the path to unlocking value.

Fair enough … but it’s not like Icahn’s recent track record is spotless, either.

Remember a little company called Blockbuster Movies? The VHS tape, and then DVD, rental company was all the rage in the 80s and 90s and even in the early 2000s, before the advent of Netflix (NFLX) and the ability to watch full-length movies online. Netflix ended up making Blockbuster obsolete, pushing the company into bankruptcy.

But it’s not as if the company couldn’t have walked a wiser path at that critical point in time.

Even Blockbuster’s CEO would admit that it was a couple of years behind Netflix when it finally debuted its competing Blockbuster Online in 2004. But, the company’s chief at the time — John Antioco — was a pretty sharp guy, and many felt if the company had any chance of wriggling its way back to relevancy in a world where digital deliverers like Netflix and simple DVD-rental services like RedBox were already entrenched, Antioco was the guy to make it happen.

So why did Antioco resign in early 2007, right when the company may have been on the verge of a turnaround? Because he was due a bonus of $7.65 million for his results in 2006, but an Icahn-led board balked at the amount, citing concerns over other problems Blockbuster was facing at that time. Icahn only wanted to award a bonus of $2 million, and a heated discussion between the two regarding the difference ultimately ended in Antioco’s exit.

And to be clear, that $7.65 million bonus would have been based on results that the compensation committee had already agreed pay Antioco for. Icahn just didn’t want to. Icahn won that battle, though, grinding Antioco into submission, pulling the rug out from under everything the CEO had developed through that point and essentially turning control of the company over to a board that did anything but work together.

That’s not the end of Carl Icahn’s misguided involvement with Blockbuster Video, however.

Blockbusted

In July of 2007, ex-7 Eleven CEO Jim Keyes was placed at the helm of Blockbuster. One of his first orders of business was killing Blockbuster Online. Instead, he turned all of his focus — and most of the company’s resources — to the stores themselves in an effort to revamp them into entertainment destinations. By 2010 the company filed for bankruptcy, missing the mark.

What’s that got to do with Carl Icahn? Remember, Icahn was effectively calling the shots at Blockbuster at that time. If he really didn’t know that Keyes was planning to kill Blockbuster online, why didn’t he ask that question before placing him in the CEO’s seat?

When all was said and done, and the chips had fallen, Carl Icahn opined in 2011:

“Maybe the board did make a mistake in picking Jim Keyes as Antioco’s successor — Keyes knows retailing and did an excellent job with the stores, but he isn’t a digital guy. I also think Antioco did a good job in executing on Blockbuster’s Total Access program, which allowed customers to rent unlimited movies online and in stores. Over time it might have helped Blockbuster fend off Netflix. But Keyes felt the company couldn’t afford to keep losing so much money, so we pulled the plug. To this day I don’t know what would have happened if we’d avoided the big blowup over Antioco’s bonus and he’d continued growing Total Access. Things might have turned out differently.”

Maybe Antioco should have stayed, and maybe Keyes shouldn’t have been brought on board to take over? Unfortunately, we’ll never know, because billionaire Carl Icahn didn’t want to let go of another $5.65 million to pay Antioco’s full bonus, prompting Antioco to quit. The company imploded in the meantime, quite possibly because Antioco never got a chance to finish what he started.

How’s Carl Icahn’s version of “company accountability” sounding now?

Bottom Line

To give credit where it’s due, most of Icahn’s activist projects seem to work out well … for Icahn. Apple (AAPL) finally upped its buyback after months of nagging from the activist. And eBay (EBAY) at least considered Icahn’s idea of spinning off PayPal.

Yet, when one considers the poor decisions that killed Blockbuster and the obvious pillaging of TWA, it becomes difficult to decide if Carl Icahn is a genius who has an occasional bout with bad luck, or if he’s just a guy who throws a lot of darts and can then use his clout to muscle his way to success most of the time.

Whatever the case, Icahn’s statement last week that we need activists to “keep companies accountable” may be best taken with a grain of salt. As it turns out, it’s the guy with the most money that gets to define what that accountability looks like, and he may have a different point of view regarding accountability than the average shareholder does.

Indeed, it all raises the question, “Who gets to hold Carl Icahn accountable?”

Answer: Carl Icahn.

As of this writing, James Brumley did not hold a position in any of the aforementioned securities.


Article printed from InvestorPlace Media, https://investorplace.com/2014/05/carl-icahn-accountability/.

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