Greenlight Capital, the hedge fund founded by investor David Einhorn, is seeking a seat on the board of SunEdison — a solar manufacturing company.
Since July, the company’s stock has collapsed around 90%. Investors started selling after SunEdison announced a deal to acquire a residential solar company, and the terms revealed that the company was in a poor cash position.
Einhorn presented his long case for the stock in October 2014 at the Robin Hood Investors Conference.
From the presentation:
We believe the market misunderstands SunEdison. The financial statements are complicated because they consolidate the company’s interests in several public companies, and the non‐recourse debt of various solar projects that SUNE controls. This makes it challenging to decipher the economic value of the company from a cursory review of the balance sheet or income statement. We believe this leads to sell‐side analysts mis‐analysing the company, and the market undervaluing the stock…
Obviously a lot has happened since then. Billionaire hedge fund manager David Tepper, of Appaloosa Management, is a shareholder in one of SunEdison’s sister companies, and he’s suing SunEdison, for one thing.
Now it seems Greenlight wants to affect some change. They’re seeking the board seat for two years, and the ability to buy stock in the company more easily.
Here’s part of the SEC filing (emphasis ours):
Greenlight originally acquired shares of Common Stock of the Company for investment purposes.
From January 15, 2016 to January 25, 2016, representatives of the Reporting Persons engaged in discussions with representatives of the Company’s board of directors (the “Board”), including the Chairman, and other representatives of the Company to discuss (x) the performance of the Company’s senior management team, (y) the composition of the Board and (z) future issuances of the Company’s equity and equity-linked securities.
Specifically, Greenlight has proposed that (x) the Company appoint a person designated by Greenlight to the Board (as well as to the Board’s Nominating and Corporate Governance and Finance and Investment Committees) as an independent director, and (y) the Company’s bylaws be amended to provide that, for a period of two (2) years following the date of such bylaw amendment, the Company would not be permitted to make equity issuances without a supermajority vote of the Board, except in limited circumstances. To date, no understanding has been reached between Greenlight and the Company with respect to these issues.
Greenlight intends to evaluate on an ongoing basis its investment in the Company and its options with respect to such investment. In connection with such evaluation, Greenlight may seek additional calls and meetings with members of the Board and/or senior management of the Company, or communicate publicly or privately with other stockholders or third parties to indicate Greenlight’s views on issues relating to the strategic direction undertaken by the Company and other matters of interest to stockholders generally, including management. As part of such evaluation and any such discussions, Greenlight may make recommendations, suggestions or proposals to the Company that may relate to or result in one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including but not limited to: changes in the strategic direction of the Company as a means of enhancing shareholder value, changes to the Board, changes to the Company’s senior management, changes to the Company’s charter or bylaws, acquisitions or dispositions of securities of the Company, changes in the Company’s capital structure or dividend policy, and the sale of material assets or another extraordinary corporate transaction, including a sale of the Company.
Depending on various factors, including the Company’s financial position and strategic direction, the outcome of the matters referenced above, actions taken by the Company’s board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, making or causing further acquisitions of securities of the Company, including Common Stock, from time to time and disposing of, or cause to be disposed, any or all of the securities of the Company, including Common Stock, held by Greenlight at any time.
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