NYT - Viacom in Cross Hairs of Activist Investor


To Eric Jackson, an activist investor with SpringOwl Asset Management, Viacom appears to be a a textbook-style target.

The entertainment company, which owns Nickelodeon, MTV and Paramount Pictures, has a slumping stock price, a well-compensated management team and board and a decade of missed opportunities online, according to Mr. Jackson.

Viacom sold half its stake in Vice Media — now reportedly valued at more than $4 billion — for just millions in 2007, according to Mr. Jackson. He also took issue with Viacom counting the host of a CBS-produced show as an independent director, even though Viacom shares its chairman with CBS.

In a new, 99-page report, Mr. Jackson outlined a plan — including replacing Viacom’s management and board, instituting a cost-cutting program and recruiting new leaders. He said these changes could increase the stock price by as much as 135 percent.

But unlike Mr. Jackson’s previous campaigns, most notably at Yahoo, Viacom comes with the hurdle of a dual-class share structure. Sumner M. Redstone, Viacom’s 92-year old chairman, holds a majority of the voting power through his holding company, National Amusements, meaning any changes would have to come at the will of the media mogul.

Frustrated shareholders, of whom also include Gamco Investors’ chief executive, Mario Gabelli, have had no recourse other than to complain publicly.

“At the end of the day, they can tell us to pound sand, and we’re kind of stuck,” Mr. Jackson, a managing director at SpringOwl, said in a phone interview. “Viacom made sense to own because even though we’ve got some strong criticisms over the C.E.O., it’s so lowly valued, in our view, there could be a number of things that become catalysts.”

Mr. Jackson owns a relatively small amount of Viacom, well below the threshold of 5 percent required to file with regulators.

Viacom did not receive a copy of the report before it was publicly disclosed. Company representatives declined to comment.

Viacom’s stock price has underperformed peers, currently trading at half the level of its July 2014 peak. The report estimates that replacing Viacom’s chief executive, Philippe P. Dauman, could provide the most upside to the stock. Mr. Dauman, along with the chief operating officer, Thomas E. Dooley, were granted a combined $432 million in cash and stock over the five years through 2014, higher than comparable executives at CBS, Disney, Time Warner and Fox, according to SpringOwl figures.

Mr. Jackson declined to specify who would be a fit replacement for Mr. Dauman, but suggested that someone would need to have a better understanding of digital strategies. Viacom, under Mr. Dauman’s leadership, had sold the half of Vice Media it owned for $3 million in 2007, the report showed. He also suggested that the management team consider partnerships for Paramount Pictures with Alibaba or Amazon, as well as a merger with AMC.

Mr. Jackson also notes how Mr. Redstone, facing a legal battle from a former companion questioning his mental capacity, has skipped earnings calls and shareholder meetings.

Mr. Jackson criticizes the makeup of Viacom’s board, saying that only 27 percent could truly be classified as independent. Viacom counts Deborah Norville, host of the CBS-produced program “Inside Edition,” as an independent director, even though Mr. Redstone also owns a controlling stake in CBS.

Mr. Jackson says he has had little luck reaching executives at Viacom.

“We have reached out to the company to try and communicate these ideas, and it hasn’t been a great experience getting a hold of them so far,” Mr. Jackson said.