A REVIEW OF FINANCIAL ACTIVISM BY GENEVA PARTNERS January 31st,2013

TO P AC T I V I S T STO R I E S

Billionaire Paul Singer’s best chance to maximize his potential $800 million investment in Hess Corp. (HES) may be to press for a sale of the whole company after the oil and gas producer exits its refining and storage businesses. […]

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Coal India (CIL) has hit back at The Children's Investment Fund, saying the fund has no business to try and force the state firm to raise prices for the interest of a particular shareholder, and that the company and its directors are under no obligation to sell coal at international prices. […]

Canadian Pacific Railway Ltd. posted fourth-quarter earnings that matched analysts’ estimates as the chief executive officer backed by investor William Ackman targets profitability goals set during a proxy fight.[…]

Chesapeake Energy Corp. (CHK) Chief Executive Officer Aubrey McClendon was forced to leave the second-largest U.S. natural gas producer under pressure from his two biggest shareholders […]

Agrium Inc. (AGU) Chief Executive Officer Mike Wilson said there is no reason for his company to compromise with activist shareholder Jana Partners LLC’s demands for change at the largest retailer of fertilizer and seeds to U.S. farmers. […]

TCI plea to raise prices has no legal basis: Coal India

Singer Chases Icahn Gain With Stake in Cheapest Oil Company Hess

Canadian Pacific Meets Estimates as Ackman CEO Boosts Efficiency

Chesapeake CEO Resigns After Scrutiny on Personal Loans

Canadian Pacific Railway Ltd. posted fourth-quarter earnings that matched analysts’ estimates as the chief executive officer backed by investor William Ackman targets profitability goals set during a proxy fight. […]

Agrium Says No Reason to Compromise for Jana Partners

Icahn Domain Pops Up After Herbalife Hedge Fund Fight

Jana Buys Copart Shares on REIT Conversion Catalyst Potential

First, hedge fund titans Bill Ackman, Carl Icahn and Daniel Loeb tussled publicly over whether Herbalife Ltd. (HLF) is a pyramid scheme. Now their names are popping up online in ominous-sounding domain names, including “therealcarlicahn.com” and “therealdanielloeb.com.”[…]

Jana Partners LLC, the activist hedge fund run by Barry Rosenstein, bought shares of Copart Inc. in a bet the car auction company may convert into a tax- efficient real estate investment trust.[…]

A REVIEW OF FINANCIAL ACTIVISM BY GENEVA PARTNERS January 31st,2013

TO P AC T I V I S T STO R I E S

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TCI plea to raise prices has no legal basis: Coal India

By Debjoy Sengupta January 28th, 2013 Coal India (CIL) has hit back at The Children's Investment Fund, saying the fund has no business to try and force the state firm to raise prices for the interest of a particular shareholder, and that the company and its directors are under no obligation to sell coal at international prices. CIL, which is facing a lawsuit from the fund, says the allegations made by TCI, a shareholder, are hypothetical and speculative which has no basis in fact or in law. The fund has filed a case in the Calcutta High Court against the company, its directors and the government of India alleging it has acted against the interest of minority shareholders by not matching prices with international standards which has caused loses to CIL. It is scheduled to be heard on January 30. In response to the allegations CIL has informed the court that pricing of coal cannot be based solely on profit motivations and the management's decision of fixing pricing with respect to fuel supply agreements is within the powers of the President of India. The power of controlling prices is also vested with the management and the government of India. Therefore TCI does not have any legal right in this regard. Thus "relief claimed by TCI in this regard is not tenable," CIL said in its response. CIL also denied that the decisions taken by the directors was not in the commercial interest or was not economically prudent as claimed

by TCI. However, it said that CIL directors are under no obligation to match international prices and it has no nexus with international prices. Nevertheless, CIL's coal is for indigenous consumption and that it is meant to be cheaper than international coal. The coal company is to profit but it is not in the business of profiteering and mechanically fixing domestic prices to international standards will be injurious to the domestic consumers. CIL also says that its directors are under no obligation to consider mere profitability or benefits for a single shareholder. It is not the sole guideline that governs the decision making process of CIL. "Nevertheless, CIL's pricing is the subject matter of CIL as prices are non-regulated and TCI cannot interfere in such matters which involve larger commercial factors," it said. CIL also submitted that making any representation to the Parliamentary Standing Committee & central Electricity Authority is CIL's sole prerogative and CIL cannot act upon the advises of TCI in making such representation. The coal monopoly has notified coal prices keeping in view public interest at large and in view of sustained growth of the economy with respect to sectors like power and steel. Therefore short tern profitability is not the sole objective of the coal company. "TCI has no legally enforceable right in this regard and the cause of action sought to be made

for relief is without factual and legal basis," CIL said. CIL also mentioned that the Red Herring Prospectus for CIL's initial public offer disclosed all risk factors. The RHP clearly stated: "We sell coal at prices lower than the international prices...interest of government of India may conflict with your interest as a shareholder." "TCI has invested in CIL's shares at the time of the IPO which assumes that the fund is well aware of the risks. TCI would not have invested in the company if they had any issues with the functioning of CIL. Further, TCI has continued to increase its stake subsequently in the company. Therefore, after reading the RHP one cannot turn around and complain about the risk factors," it said in its response. However, CIL's profit has risen substantially in the last financial year and during the last Annual General Meeting no objection was raised by any shareholder when its accounts were adopted. "TCI's representative attended the AGM but they raised no objection on finances," CIL said. The company denied any fraud or it has done any special damage to the minority shareholders. It also denied that directors failed to manage CIL in accordance with commercial probity. It also denied CIL suffered losses of Rs 215250 crore as alleged by TCI. Source : The Economic Times

Singer Chases Icahn Gain With Stake in Cheapest Oil Company Hess

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By Bradley Olson and David Wethe January 29th,2013 Billionaire Paul Singer’s best chance to maximize his potential $800 million investment in Hess Corp. (HES) may be to press for a sale of the whole company after the oil and gas producer exits its refining and storage businesses. Hess, which in 80 years developed from a one-truck fuel deliverer to a global wildcatter that finds and extracts oil from West Africa to North Dakota, is among the cheapest energy opportunities in North America. The New York-based producer trades at the lowest valuation of any so-called integrated oil company, such as Exxon Mobil Corp. (XOM), on the Standard & Poor’s 500 Index, according to data compiled by Bloomberg. Singer, whose Elliott Associates LP notified Hess Jan. 25 that it intends to buy more than a 3.75 percent stake and may seek board seats, would become the fourth activist investor in the past year to wrest profit from energy company restructuring. “Elliott is trying ultimately to get the value of this company up, whether through a sale or another means,” Louis Meyer, a New York-based special situations analyst at Oscar Gruss & Son Inc. “There are many ways to get a stock price up. That is one arrow that can be shot. Whether a company has armor or takes this seriously is another question.” Singer’s interest in Hess recalls the decision by Murphy Oil Corp. (MUR) last year to spin off its retail fuels segment after hedge fund Third Point LLC bought a stake and urged the El Dorado, Arkansas-based company to shed assets. Carl Icahn nearly doubled his $2 billion investment in CVR Energy Inc. (CVI) after urging the company to sell itself and acquiring an 82 percent stake through a proxy fight. After failing to find a buyer, Icahn spun off

CVR’s assets into a master limited partnership on Jan. 16.

Doubled Investment

Jana Partners LLC bought 19.7 million shares in Marathon Petroleum Corp. (MPC) before the company announced plans to spin off some of its pipeline assets. Marathon Petroleum rose 89 percent in 2012, while CVR more than doubled its share price. Singer may find the easier path to increasing value is advocating for a sale of part of Hess’s stakes in oil and gas fields such as those offshore Ghana or in the North Sea, Gianna Bern, principal of Brookshire Advisory & Research Inc. in Chicago, said in a telephone interview yesterday. He also might urge returning more cash to shareholders through share buybacks, or through a spinoff of the company’s gas station business. “Bringing in additional partners on those assets or exiting less efficient businesses are some of the low-hanging fruit that these investors may pursue,” she said.

Rising Value

Hess, with a market value of $21 billion as of yesterday, has risen 13 percent in the past year as it closed an unprofitable refinery and ramped up operations offshore Norway and in North Dakota’s Bakken oil fields. Hess rose 6.1 percent to $62.48 at the close in New York yesterday. Hess’s shares trade at a multiple of 3.1 times earnings before interest, taxes, depreciation and amortization, the lowest of any energy company on the Standard & Poor’s 500 Index that has gasoline stations, according to data compiled by Bloomberg. Fears that Singer’s efforts to increase returns to shareholders might harm the company’s ability to pay debt

drove down the price of its bonds. Hess’s $1.25 billion of 5.6 percent notes due February 2041 fell 4.66 cents yesterday to 111.56 cents on the dollar to yield 4.84 percent, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. That’s the biggest decline since the debt was issued in August 2010.[…]

Bondholder Concern

The implication of the move by Elliott Associates is that Hess has not moved aggressively enough in its restructuring efforts, Phil Adams, a senior analyst at Gimme Credit LLC in Chicago, wrote in a note to clients yesterday. “The concern for bondholders would be that Elliott Associates would successfully agitate for a more aggressive return of cash to shareholders.” Hess’s quarterly earnings, after adjusting for one-time items, have declined from a year earlier in four out of the past five quarters, according to data compiled by Bloomberg. Hess, which reports fourth-quarter results tomorrow, is expected to earn $1.23 a share, about 5 percent higher than adjusted earnings a year ago, according to the average of 21 analyst estimates. Singer might push Hess to lower its capital spending budget as a way to make its debt and other obligations more manageable, Phil Weiss, an analyst at Argus Research in New York, said yesterday in a telephone interview. Lower spending “reduces the need to raise cash,” he said. Chairman and Chief Executive Officer John Hess probably wouldn’t agree to a sale of the whole company that was founded by his father, Weiss said.

Activist Record

Singer is the founder and president of Elliott Management Corp. which ….

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oversees two funds, Elliott Associates and Elliott International LP, that have $21.5 billion of assets under management. Elliott Associates notified Hess that it’s seeking U.S. regulatory approval to buy Hess shares “beyond those they may already own, if any,” Hess said yesterday in a statement. Hess said Elliott’s notification suggested it would acquire shares valued at more than $800 million. Elliott also told Hess it may seek board seats at the company’s annual shareholder meeting this year, according to a release from the company yesterday. Elliott has advocated for a sale recently of software companies including Compuware Corp. (CPWR) and BMC Software Inc. (BMC), offering last month to buy Compuware outright and adding two board seats to BMC.

Peter Truell, a spokesman for Elliott, declined to comment when reached by phone yesterday.

Preemptive Move Hess responded to Elliott’s interest with an announcement yesterday morning of a restructuring plan that included selling its storage business, closing its last refinery, and refocusing its spending on developing U.S. oil and gas assets. Exiting refining would help save $1 billion in costs, Hess said. A sale of its fuel storage business may fetch as much as $2 billion, Paul Cheng, a New York-based analyst at Barclays Plc (BARC), said yesterday in a note to investors. Hess’s restructuring announcement appeared to be an attempt to deflect pressure from Elliott Associates, Pavel Molchanov, an analyst at Raymond James, wrote yesterday in a note to

investors. Some analysts also expect more pressure on Hess to spin off its retail fuels business, which includes more than 1,350 Hess- branded sites in 16 states along the U.S. East Coast, to focus the company exclusively on exploration and production. “We would not be surprised to see Elliott pursue a retail spinoff, which is a logical step to complete the company’s transition,” Molchanov wrote. Hess plans to continue its long- term commitment to the retail and energy marketing business, Jon Pepper, a spokesman for Hess, wrote yesterday in an e-mail. Hess has retained Goldman Sachs Group Inc. (GS) as its financial adviser on the terminal sales. Source : Bloomberg

Canadian Pacific Meets Estimates as Ackman CEO Boosts Efficiency

By Frederic Tomesco January 29th, 2013 Canadian Pacific Railway Ltd. posted fourth-quarter earnings that matched analysts’ estimates as the chief executive officer backed by investor William Ackman targets profitability goals set during a proxy fight. Excluding some items, profit was C$1.28 a share, in line with the average of 28 estimates compiled by Bloomberg. Profit on that basis in the same period a year ago was C$1.11. Revenue rose 6.7 percent to C$1.5 billion ($1.49 billion), Calgary-based Canadian Pacific said today in a statement. Chief Executive Officer Hunter Harrison is working to rid Canadian Pacific of its status as North America’s least efficient railroad, based on operating ratio. Harrison, a former CEO of rival Canadian National Railway Ltd., took over June 29 after Ackman, a hedge-fund manager and activist investor, won his proxy campaign to remove then-CEO Fred Green.

“We continue to expect material improvement in efficiency, productivity and earnings, but the share price move has gone beyond that,” Walter Spracklin, an analyst at RBC Capital Markets in Toronto, said yesterday in a telephone interview. On an adjusted basis, the operating ratio, an industry benchmark that compares expenses to sales, improved to 74.8 percent from 78.5 percent a year earlier, Canadian Pacific said.

Revenue Forecast Canadian Pacific predicted a revenue increase “in the high single digits” this year. Operating ratio will probably be “in the low 70s,” while diluted per-share earnings climb by more than 40 percent. That implies a forecast of C$6.08 a share, based on 2012 results, topping analysts’ estimates of C$5.78 a share. “This was driven entirely by a material reduction in the company’s pension-expense assumptions,” Spracklin said in a note to clients today. “We are at this point uncertain as to how much

value the market will ascribe to the change in pension expense assumptions -- which we note are set at the discretion of management.” […] The stock has gained 15 percent this year, outpacing an advance of 3.2 percent by Canada’s benchmark Standard & Poor’s/TSX Composite Index. Forecasts for 2013 assume that fuel will cost $3.45 a gallon, on average, the company said. Canadian Pacific expects to pay a tax rate of 25 percent to 27 percent. Pension expenses will probably be C$50 million to C$60 million this year and next, before rising to C$90 million to C$110 million in 2015 and 2016, Canadian Pacific said. Including C$39 million in workforce-reduction expenses, C$111 million to write down investments such as the Powder River Basin coal reserve’s rail network and other items, net income fell 93 percent to C$15 million, or 8 cents a share, from C$221 million, or C$1.30, a year earlier. The operating ratio on that basis was 96 percent. Source : Bloomberg

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By Joe Carroll, Zachary R. Mider and Jim Polson January 29th, 2013 Chesapeake Energy Corp. (CHK) Chief Executive Officer Aubrey McClendon was forced to leave the second-largest U.S. natural gas producer under pressure from his two biggest shareholders, said a person with knowledge of the matter. McClendon will retire from the company he co-founded on April 1 and will serve as CEO until his successor is appointed, Oklahoma City-based Chesapeake said today in a statement. Chesapeake, which lost as much as 43 percent of its market value last year after a corporate cash crunch, rose 8.9 percent to $20.66 […] The board said it has found no evidence to date of improper conduct by the CEO. McClendon, 53, led Chesapeake from its 1989 inception in Oklahoma City, amassing U.S. gas and oil fields that cover an area half the size of New York state. As one of the first explorers to embrace horizontal drilling and hydraulic fracturing, McClendon helped usher in a revival of U.S. gas and oil production with discoveries such as the Haynesville Shale in Louisiana and Utica Shale in Ohio.

Gas Glut

The success of the drilling methods led to a glut of North American gas that drove prices to a 10-year low in early 2012, causing Chesapeake to cut jobs, pledge to curtail capital spending and sell more than $10 billion in oilfields and pipelines to help close a gap between cash flow and drilling expenses. The company lost $1.07 billion during the first three quarters of last year and net debt ballooned by 56 percent during that period to

$16.1 billion. The shareholders who pushed for McClendon’s ouster -- Carl Icahn, the billionaire activist investor, and O. Mason Hawkins of Southeastern Asset Management Inc. -- concluded that McClendon’s continued leadership was weighing on the stock, said the person, who spoke on condition of anonymity because the board’s discussions are private. Icahn and Hawkins didn’t immediately respond to messages left at their offices after normal business hours. Icahn and Southeastern together control more than 22 percent of Chesapeake stock, according to data compiled by Bloomberg, compared with McClendon’s stake of less than 1 percent. The shareholders last year appointed four new directors to the nine-member panel.

‘Philosophical Differences’

McClendon was the subject of scrutiny from both the media and regulators after revelations last year about his borrowings to finance personal stakes in company wells. The U.S. Justice Department last year also started an investigation into whether Chesapeake colluded with a competitor to suppress prices in land deals in 2010. The board will release its review of McClendon’s financial transactions on Feb. 21, when announcing earnings results. “While I have certain philosophical differences with the new board, I look forward to working collaboratively with the company and the board to provide a smooth transition to new leadership for the company,” McClendon said in the statement. McClendon lagged U.S. energy producers such as Devon Energy Corp. in shifting rigs from gas fields to higher-profit oil prospects, leaving Chesapeake more vulnerable to

slumping gas prices. “You can be the smartest guys in the room but you may be in the wrong room,” McClendon said during a March interview in a restaurant on the company’s Oklahoma City campus. “It’s not enough to be the smartest guys in the room. Sometimes you have to be hungry, sometimes you have to be lucky, and you have to be open to change.”

Well-Investment Program

McClendon’s fall from grace began in April after media reports about personal loans he obtained using minority stakes in company-owned wells that he had been allowed to gather for his private portfolio. Chesapeake stock lost 20 percent of its value that month as scrutiny of McClendon’s personal transactions compounded the impact of free-falling prices on a company whose output was more than 80 percent gas. Under an executive perk designed to align McClendon’s personal interests with those of the company, the CEO acquired stakes as large as 2.5 percent in almost every well Chesapeake drilled during the past 23 years. McClendon took out loans backed by his well stakes to fund his portion of costs. At the end of 2011, he owed $846 million on those loans, the company reported on April 26. Federal Investigations Some of the loans came from companies that were involved in separate financial transactions with Chesapeake. The Internal Revenue Service and U.S. Securities and Exchange Commission began probes. McClendon’s departure was announced after the close of regular trading on U.S. markets. Chesapeake rose 0.2 percent to $18.97 at the close in New York. Chesapeake stripped McClendon of his position as chairman in June and named ….

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Chesapeake CEO Resigns After Scrutiny on Personal Loans

Extracted from www.janaaguanalysis.com 6

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former ConocoPhillips Chairman Archie Dunham to lead a board reconstituted at the behest of the company’s largest investors, Icahn and Southeastern Asset Management. Chesapeake plans to halt the well-investment program with McClendon next year rather than the original termination date at the end of 2015. McClendon leaves to his successor a goal of raising billions of dollars from asset sales this year to close the funding gap and reduce the debt load.

‘Deeply Sorry’

McClendon raised more than $30 billion since 2008 selling burgeoning shale assets to

companies including Exxon Mobil Corp., Paris-based Total SA and Cnooc Ltd., China’s largest offshore energy producer. “I’m deeply sorry for all of the distractions,” McClendon said on a May 2 conference call. The company called reports of McClendon’s personal finances “an unprecedented, negative media campaign” in a May 22 presentation prepared for a UBS AG energy conference in Austin, Texas. “While damaging in the short run to our reputation, these attacks have failed, and will continue to fail, to reduce the value of the company’s assets and our long-term attractiveness to investors,” the

company said in the 32-page presentation published on its website. “At the end of the day, asset value and quality will win and today’s shareholders should be well rewarded.” Source : Bloomberg

By Christopher Donville January 28th, 2013 Agrium Inc. (AGU) Chief Executive Officer Mike Wilson said there is no reason for his company to compromise with activist shareholder Jana Partners LLC’s demands for change at the largest retailer of fertilizer and seeds to U.S. farmers. Jana is seeking to replace five of Agrium’s directors with its own board nominees and has proposed that the Calgary-based company spin off its retail business to boost profitability. The New York-based hedge fund is Agrium’s largest shareholder, according to data compiled by Bloomberg.

“The bottom line is their arguments are flawed -- our retail is a fantastic operating business, our growth is great and our integrated strategy is paying off,” Wilson said today from New York in a phone interview with reporters. “So why would you compromise when their position is so flawed?” Jana’s plans are unnecessary, Wilson said. The hedge fund’s proposals would cause “huge value destruction,” Wilson said in a presentation in New York to analysts. In a statement today, Jana Managing Partner Barry Rosenstein said Agrium failed to address Jana’s concerns about “a lack of relevant board experience and the need for an enhanced shareholder perspective.”

Jana’s nominees to Agrium’s board include Rosenstein, David Bullock, a former chief financial officer of Graham Packaging Inc., and Stephen Clark, the former chief executive officer of German chemicals distributor Brenntag AG (BNR), according to the statement. The other two nominees are Mitchell Jacobson, chairman of MSC Industrial Direct Co., and Lyle Vanclief, a former Canadian minister of agriculture. Source : Bloomberg

Agrium Says No Reason to Compromise for Jana Partners

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By Matt Townsend January 30th, 2013 First, hedge fund titans Bill Ackman, Carl Icahn and Daniel Loeb tussled publicly over whether Herbalife Ltd. (HLF) is a pyramid scheme. Now their names are popping up online in ominous-sounding domain names, including “therealcarlicahn.com” and “therealdanielloeb.com.” While Herbalife registered several domain names referencing Ackman after he accused the nutrition company of running a pyramid scheme, it’s unclear who or what entity is behind the ones referencing Icahn and Loeb. They were privately registered through Register.com and currently don’t lead to any actual websites. Icahn has criticized Ackman for shorting more than 20 million Herbalife shares, and Loeb’s funds disclosed a large position after Ackman, founder of New York hedge fund Pershing Square Capital Management LP, went public with his bet. Earlier this month, Herbalife

registered more than 10 domain names that reference Ackman, including “therealbillackman.com,” according to domainsearch.com. Then yesterday the Loeb and Icahn domain names popped up. Ackman and Pershing had nothing to do with the domain registrations, said a company spokesman. Icahn and Loeb didn’t return calls seeking comment about the latest domain names. Yesterday Ackman, founder of New York hedge fund Pershing Square Capital Management LP, took issue with the domain names Herbalife registered using his name. “What legitimate company would do something like that,” he said in a telephone interview. “The spotlight is on Herbalife and they are doing everything they can do to turn it away.”

Ackman’s Website

Ackman has his own website: factsaboutherbalife.com. This month, Herbalife held an investor meeting to defend its direct-selling model and said Ackman had grossly

mischaracterized its business. The debate over Herbalife sparked a public dispute between Ackman and Icahn last week when they sparred on CNBC about the company and past dealings with each other. Icahn later said on Bloomberg Television he didn’t “like” or “respect” Ackman. Ackman’s shorting of Herbalife was countered by fellow hedge-fund manager Loeb. On Jan. 9, three weeks after Ackman disclosed his bet against Herbalife, Loeb’s Third Point LLC disclosed that its hedge funds held 8.9 million shares of Herbalife at year-end. Herbalife’s shares have rebounded since Ackman first made his comments. They fell 4.1 percent to $37.09 at the close in New York, up from a low of $26.06 after Ackman’s presentation. The website HybridDomainer.com reported the Icahn and Loeb domains earlier today. Source : Bloomberg

Icahn Domain Pops Up After Herbalife Hedge Fund Fight

Jana Buys Copart Shares on REIT Conversion Catalyst Potential

By Kelly Bit January 30th, 2013 Jana Partners LLC, the activist hedge fund run by Barry Rosenstein, bought shares of Copart Inc. in a bet the car auction company may convert into a tax- efficient real estate investment trust. Shares of Copart, which is based in Fairfield, California and helps auto suppliers and insurance companies process and sell salvage vehicles, are attractively priced and may rise should the company convert to a REIT, Jana said in a fourth- quarter letter to investors obtained by Bloomberg News. “We see an attractive asset trading at a reasonable price with the potential

for significant value to be unlocked were CPRT to convert to a REIT,” Jana said in the letter, referring to the ticker symbol under which Copart shares trade. “Our research suggests that the vast majority of CPRT’s earnings can be classified as qualifying real estate income.” REITs, whose primary income streams are from real estate, don’t pay federal income taxes. In exchange, they’re required by the Internal Revenue Service to distribute at least 90 percent of their taxable earnings to shareholders in the form of dividends. Excluding mortgage REITs, property trusts have raised record amounts of cash through equity and debt sales in the past three years as investors seek yields higher than those offered by

securities such as U.S. government notes. To qualify as a REIT, a company has to invest at least 75 percent of its assets in real estate and obtain 75 percent of its gross income from rents or interest on mortgages from financing property, according to the National Association of Real Estate Investment Trusts, a Washington-based trade group.

REIT Ranks Charles Penner, a partner at Jana, declined to comment on the letter. Companies from prison operators to data centers are expanding the ranks of tax-saving REITs. Earlier this month, CBS Corp. …

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shares surged the most in more than a year after the company said it will convert its outdoor advertising unit into a REIT and seek a buyer for the European and Asian parts of that business. Other companies that plan to become REITs include Corrections Corp. of America, a Nashville, Tennessee-based prison operator; Equinix Inc., a data-center operator based in Redwood City, California; Ryman Hospitality Properties Inc., based in Nashville and formerly known as Gaylord Entertainment Co.; and Lamar Advertising Co. the Baton Rouge, Louisiana-based billboard owner. The IRS has determined that billboards are real property, opening the door for Lamar to become a REIT, Sean Reilly, the Baton Rouge, Louisiana-based company’s chief

executive officer, said at a Goldman Sachs Group Inc. conference in September.

Offshore Drilling Jana also bought shares of off-shore drilling contractor Noble Corp. on the expectation that the Geneva-based company will expand its fleet of ultra-deep-water rigs, which would contribute to earnings growth of 60 percent this year and 50 percent in 2014, the firm said in the letter. Jana said it urged QEP Resources Inc., the Denver-based natural gas and oil exploration and production company, to form a master-limited partnership, a move the company announced earlier this month. QEP expects to sell a minority interest in the partnership in an initial public offering and raise

$300 million to $400 million in gross proceeds. An MLP is publicly traded and taxed as a partnership. “We established our position at an attractive cost basis and worked throughout November and December to communicate to management the optionality and value creation to be captured through the successful execution of an MLP growth strategy,” Jana said in the letter. “Much to our satisfaction, on January 7th, QEP announced its intention to form an MLP and to file regulatory documents for an IPO by the second quarter of 2013.” Jana Master Fund rose 23 percent last year, the firm said in the letter. Jana Nirvana Fund rose 33 percent in 2012. Source : Bloomberg

C T I V I S T A C T I V I T Y A C T I V I S T A C T I V I T Y

Company Name Ticker Activist investor

Position Position Change

% Outstanding

Shares % Portfolio Source Date

BILFINGER GBF GR Cevian Capital 6,990,563 56,503 15.19 14.44 Research 01-29-2013

ROCKWOOD ROC US

Atlantic Investment

Management 3,800,000 -117,724 4.89 14.50 13D 01-28-2013

VULCAN MATERIALS VMC US

Southeastern Asset

Management 8,260,292 -3,896,076 6.37 1.43 13G 01-28-2013

CVR REFINING LP CVRR US Icahn

Associates 4,000,000 4,000,000 2.71 0.75 13D 01-17-2013

MELCO INTERNATIONAL DEVELOPMENT

200 HK

Southeastern Asset

Management 192,955,388 -2,991,612 12.59 0.74 Research 01-17-2013

TIFFANY & CO TIF US Trian Fund

Management 10,651 -993,500 0.01 0.02 13D/A 01-15-2013

ADT CORP ADT US Corvex

Management 11,166,021 10,346,999 4.80 33.24 13D/A 01-10-2013

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