Analyst Romit Shah Says Time Is Up for Qualcomm $QCOM (video)

Romit Shah Says Time Is Up for Qualcomm

Bloomberg.com video above published Mar 5, 2018: Romit Shah, analyst at Instinet (instinet.com), discusses Broadcom's takeover bid for Qualcomm (NASDAQ: QCOM)(qualcomm.com) and CFIUS probe. He speaks with Jonathan Ferro on "Bloomberg Markets: The Open."

Events & Presentations - Qualcomm Incorporated: Mar 6, 2018 8:00 AM PT -- 2018 Annual Meeting of Stockholders, Location: Irwin M. Jacobs Qualcomm Hall, 5775 Morehouse Drive, San Diego, CA 92121 USA.--CFIUS has asked Qualcomm to postpone its shareholder meeting, scheduled for Tuesday, by 30 days (see below). Press release March 5: Qualcomm to Adjourn Annual Meeting of Stockholders to April 5, 2018 as a Result of an Order from CFIUS – Meeting to be Opened and Immediately Adjourned on March 6, 2018 (pdf).

Broadcom Faces CFIUS Review of Qualcomm Takeover Bid

Bloomberg.com video above published Mar 5, 2018: The Committee on Foreign Investment in the U.S. (CFIUS) has launched an investigation into Broadcom's (NASDAQ: AVGO) (broadcom.com) acquisition bid for Qualcomm. Bloomberg Gadfly's Brooke Sutherland reports on "Bloomberg Daybreak: Americas." (Sutherland is a Bloomberg Gadfly columnist. The opinions expressed are her own.)

See also:

Broadcom Limited | Financial News Release March 1, 2018: "Broadcom Limited (NASDAQ: AVGO) (" Broadcom ") today urged Qualcomm stockholders (NASDAQ: QCOM) (" Qualcomm ") to vote "FOR" all six Broadcom nominees in connection with the Qualcomm 2018 Annual Meeting of Stockholders to be held March 6, 2018 ..."

Broadcom Limited | Financial News Release: "SAN JOSE, Calif., March 5, 2018 -- Broadcom Limited (NASDAQ: AVGO) ("Broadcom") today issued the following statement: Broadcom was informed on Sunday night that on January 29, 2018, Qualcomm secretly filed a voluntary request with CFIUS to initiate an investigation, resulting in a delay of Qualcomm's Annual Meeting 48 hours before it was to take place. This was a blatant, desperate act by Qualcomm to entrench its incumbent board of directors and prevent its own stockholders from voting for Broadcom's independent director nominees ... On November 2, 2017, Broadcom made a public commitment to redomicile to the United States and this process is well underway. The SEC has cleared Broadcom's preliminary proxy statement, and Broadcom continues to expect to receive all requisite approvals to complete the process by the end of its fiscal second quarter ending May 6, 2018. Broadcom continues to pursue the redomiciliation process as expeditiously as possible. Upon completion of the redomiciliation, Broadcom's proposed acquisition of Qualcomm will not be a CFIUS covered transaction. Broadcom, which is run by a Board of Directors and senior management team consisting almost entirely of Americans, and which is largely owned by the same United States institutional investors that own Qualcomm, recognizes the important role CFIUS plays in protecting our national security, and is fully committed to cooperating with CFIUS in any review, just as Broadcom did during its prior successful acquisitions, including its acquisition of Brocade at the end of 2017 ..."

Broadcom Limited | Financial News Release Feb. 21, 2018: "Broadcom Limited (NASDAQ: AVGO) (" Broadcom ") today issued the following statement: Broadcom today reaffirms its commitment to acquiring Qualcomm , and is adjusting its offer following the Qualcomm board's decision to transfer $4.10 per Qualcomm share (or $6.2 billion of value) from Qualcomm stockholders to NXP stockholders.  Broadcom is prepared to acquire Qualcomm for $79 per Qualcomm share, consisting of $57 in cash and $22 in Broadcom shares (premised on Qualcomm's revised agreement to acquire NXP at $127.50 per NXP share) ...." 

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Jet.com Deal: A $3 Billion Acquihire Botox Shot For Walmart? (videos)

Is Walmart's Jet.com Deal for $3B a 'Desperate Move'?

Wal-Mart Stores Inc. agreed to buy e-commerce startup Jet.com Inc. for about $3 billion in cash, giving the world’s largest retailer the resources for a stronger shopping website to compete with Amazon.com Inc., the online market leader. Bloomberg's Jeffrey McCracken reports on "Bloomberg ‹GO›" August 8, 2016.

"If Jet.com was called Yellow.Online instead, do you think it would have sold to Walmart for $3 Billion?"--Andrew Rosener via DomainInvesting.com.

Jet.com: The $3B Hair Plugs - WARNING: Professor Galloway uses profanity

Who are the winners and losers in Walmart's (walmart.com) acquisition of Jet.com? Published August 9, 2016, by L2inc.com. Scott Galloway is a NYU Stern Marketing Professor. 

Transcript via YouTube:
0:00  yeah
0:01  most powerful instinct of survival in a close second is propagation will mate
0:09  with younger women because the more fertile we want to mate with young women
0:12  because they're more fertile and women want to mate with men who appear to be
0:16  the strongest such as their kids their offspring have a greater chance of
0:20  survival so guys like me will spend a lot of money on glasses and a ridiculous
0:25  amount of money on a shirt with a collar such a 51-year old professor can look 50
0:29  and seven-eighths again what we had yesterday was the ultimate three billion
0:34  dollar Botox shot in the form of walmart acquiring jetdotcom three billion
0:41  dollars this was always about a sale this company never made any sense is a
0:45  distinct standalone company it started as a membership model and pivot is that
0:49  was not working and then began spending 25 million dollars a month on
0:53  advertising when you're a startup and you start spending tens of millions of
0:57  dollars a month on branding that is latin for this company makes no f__ing
1:02  sense and this one never did as a standalone entity the firm has dynamic
1:06  pricing which is a technology asset that claims to score millions of algorithms
1:12  in order to optimize warehousing and shipping to maximize margins there are
1:17  some big winners and losers here the first big winner is obviously jetdotcom's
1:22  investors and mr. lure investors were likely noxious every time they left the
1:26  board meeting seeing the amount of money this firm was burning through jet com
1:30  was the 50 cent of e-commerce get rich or die trying' one was bound to happen
1:35  soon however walmart blinked first and executed what will go down is the most
1:40  expensive aqui-hire in history
1:43  it's not about the revenues walmart doesn't care much about the $MONEY
1:46  billion dollars in incremental e-commerce revenue to add to their 15
1:50  billion it's about mr. Lore and his team Mr. Lawrence a big winner adds to his
1:55  pocket reportedly 750 million dollars and will now have deeper pockets to
2:00  plant traffic with some big losers as well specifically walmart ecommerce team
2:05  walmart management said effectively as my dad did to his third wife IE my mom
2:10  I've outgrown you and
2:12  moving in with a much younger flight attendant I met on the pan am flight to
2:15  Puerto Vallarta she makes me feel young again
2:18  dust off your resumes walmart ecommerce employees this is walmart saying no it's
2:23  not about me it's about you
2:25  this is yet another blow to the advertising industrial complex will miss
2:28  the 25 million dollars plus jet com was spewing into the echo system trying to
2:33  build a brand I think walmart marketing people are much more discipline at this
2:37  also a huge win probably the biggest win for jet com's banker who did a masterful
2:43  job convincing walmart management there was another potential buyer here there
2:47  wasn't there has always been just one and only one exit or buyer only two
2:53  firms have the balance sheet to pull this off the other being amazon and the
2:57  Seattle firm was likely sick of giving mr. Lore money to hang out for three
3:01  years and then go compete with them so Walmart gets wrinkles to disappear from
3:06  their analog forehead for about six months and jet dot com founders and
3:10  investors get a huge return consumers will also benefit as Walmart will pursue
3:15  youth at the expense of their shareholders who could reasonably ask
3:19  okay but three billion dollars for a Corvette and hair transplant
3:25  really
3:29  yeah

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Caveat Emptor: Neustar MarketShare Acquisition, 2016 $NSR Guidance

Third UPDATE Jan 7, 2016: Will Technology and Domain Name Registry Services Company NeuStar (NYSE: NSR) Go Down Like SunRocket Did Under CEO Lisa Hook's Leadership?

"Her tenure at SunRocket betrays a lack of ethical duty to the company's employees and most of all, the 200,000 subscribers who paid the cost for her failure. It is remarkable that just two years after this highly-publicised failure, she would be assigned the top job managing a large public company with a $1.5B market cap. As to why SunRocket failed, there are a couple of great post-mortems written here, here and here. All seem to suggest the same cause: poor management." (Seeking Alpha, infra)

John Zhang, writer at Seeking Alpha, has penned a new post on NeuStar: NeuStar: CEO's Track Record Reinforces The Bear Case (Seeking Alpha), and asks: "... Was it a coincidence that NeuStar lost their most important contract and the long-held Common Short Codes contract under Lisa Hook's leadership? It's possible, but the evidence of management missteps suggest otherwise. These events signal incompetence at the top, and that the bulk of the responsibility lies with Lisa Hook ... NeuStar submitted a bid so ludicrously high for the NPAC contract that it would have lost out to any other bidder ... We think these are not isolated incidents, but indicative of a larger trend. One could cite more examples of dubious actions, such as canceling the share repurchase programme halfway through to acquire a loss-making entity at rich multiples. (Recall that the $200M buyback was announced on the same day of the contract loss, which artificially propped up the share price). Furthermore, we are perturbed by the lack of disclosure with regard to the change in financial covenants and cancellation of the share repurchase program, which was conveniently excluded from the press release..." Read more at Seeking Alpha. [Disclosure: Zhang is short Neustar]

"Loss of the NPAC contracts on or after September 30, 2016 will have a material impact on our future operating results when compared to our current financial profile.  We expect to lose approximately $500 million of annual revenue and this loss will adversely impact our income from operations and operating margin.  Additionally, this loss may have a disproportionate material negative impact on our operating margin because of the largely fixed and shared cost structure that is designed to support all of our services.  We are unable to quantify the impact on our income from operations and operating margin at this time because the end date of the NPAC contract is uncertain and due to our largely fixed and shared cost structure .... When our seven contracts with North American Portability Management LLC are terminated, the timing of which is uncertain, our revenue and profitability may be materially adversely affected. We cannot be certain whether our contracts to provide local number portability services will be extended beyond September 30, 2016. Once the contracts terminate, our annual revenue will decrease by approximately $500 million. As a result of the uncertain contract end date and due to our cost structure, which is organized by function, the impact of the termination of the contracts on our income from operations is not currently quantifiable. At the time of termination, our revenue and profitability will be dependent upon the success of our remaining business. If we are not able to replace this lost revenue and adjust our operating plans to support our remaining business, our total revenue and profitability may be materially adversely affected." Neustar 10-Q, Oct 29, 2015 (emphasis added)

Second UPDATE: NeuStar:2016 Guidance Makes Little Sense - NeuStar, Inc. (NYSE:NSR) | (Paulo Santos) Seeking Alpha: "... NSR has been delaying the recognition of the loss of this [NAPM] contract for quite long now. This has been the case because there's good reason to believe the said contract represents NSR's entire EBITDA profitability ... NSR isn't yet fully ready to recognize just how much profitability it stands to lose (hint: all of it)... In case anyone has doubts regarding what's happening to this contract, you can always visit NAPM's own website, which includes a tab labeled "LNPA Transition" ... NSR was charging nearly $500 million per year for something which is now being awarded ... for 7 years ($142.9 million per year) … a reflection of the massive margins NSR is realizing on this contract ... Assumptions are supposed to be very likely to happen, not this [2016 guidance] ..." (emphasis added, read more at the link above)

First UPDATE Dec 10, 2015: see Neustar: Management Sets Themselves Up To Fail With 2016 Guidance - NeuStar, Inc. (NYSE:NSR) | Seeking Alpha (John Zhang): "... the odds of Neustar meeting the [2016] guidance is close to zero. Like most companies that try to mislead shareholders, Neustar has hidden a number of extremely questionable assumptions in their guidance figures to artificially inflate the numbers. Furthermore, the shocking non-mention of a change in financial covenants in their press release is worth examining closely, as it shows Neustar's risk of default in 2016 has increased dramatically... Neustar's share price is set up for a temporary boost followed by a drastic decline once the true state of their financials are revealed..." (emphasis added, read more at link above)

--[Note: Original Domain Mondo post, 10 Dec 2015, below]--

Pursuant to a Form 8-K filed with the SEC on December 9, 2015, technology company and domain name registry operator Neustar, Inc. (NYSE:NSR) disclosed it has completed its acquisition of MarketShare Partners LLC for approximately $450 million (using cash, shares, and debt--see further below) and issued 2016 guidance:

"The company [Neustar] expects its 2016 revenue to range from $1.16 billion to $1.20 billion, representing growth of 11% to 15%."

But--Caveat Emptor--

"This [2016] guidance assumes that the company will remain the local number portability administrator for 2016." (emphasis added)

That's a BIG assumption, see previous posts on Domain Mondo:

• Investors Flee Neustar, $NSR Stock Down 19% in Five Trading Days
• Neustar $NSR Shares Tanked Friday After Marketshare Announcement
• Neustar $NSR Will Lose $500 Million Annual Revenue, 80% Downside?

And see on Seeking Alpha:

• NeuStar: Costly Acquisition Strengthens Bear Case
• NeuStar: The Loss Of The NAPM Contract Sees New Disclosure
• Neustar: 80%+ Downside Within 13 Months
• $NSR among S&P 1500 Most Heavily Shorted Stocks | Seeking Alpha

Further Caveat: Investors should read closely the Form 8-K and attached exhibits:

Form 8-K, including documents referenced therein, and items:

• Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. and
• Item 3.02. Unregistered Sales of Equity Securities (emphasis added)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND SECURITY AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT

Press Release, dated December 9, 2015

Also note in the Form 8-K:
Item 9.01. Financial Statements and Exhibits.

(b) Financial Statements of Business Acquired.
The financial statements required by this item are not being filed herewith. To the extent information is required by this item, it will be filed with the SEC by amendment as soon as practicable, but no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed with the SEC by amendment as soon as practicable, but no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (emphasis added)

Finally note the one after-hours trade of only 200 shares (see charts below) which jumped the share price of Neustar:

Neustar stock chart, Dec 9, 2015 (source: google.com)

After hours trading in Neustar shares Dec 9, 2015 (source: Nasdaq) 

Caveat Emptor!

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Coley Andrews: What it Takes to be a Search Fund Entrepreneur (video)

Video above: Coley Andrews: What it Takes to be a Search Fund Entrepreneur - (Published September 23, 2015) - Takeaways from the Stanford Graduate School of Business Entrepreneur Symposium 2015

Pacific Lake Partners, Boston, MA, @PacificLake
Domain Name: pacificlake.com

Coley Andrews | Pacific Lake Partners: "Coley Andrews is a Co-Founder and Managing Member of Pacific Lake Partners. Since co-founding the firm with Jim Southern in 2009, Coley has worked with over 50 Search Funds. He currently serves as a Director at Inspired eLearning, Aquavita, dESCO, and Data Fusion Technologies and as a Board Visitor at AlphaCredit, Raptor Technologies, Scottish American, Arizona College, and Vector Disease Control International."

What's a Search Fund | Pacific Lake Partners: The Search Fund model is a proven, viable path for entrepreneurs who want to own and build a company. The Search Fund model offers relatively inexperienced, recent MBA graduates with limited capital resources a quick path to owning, managing, and growing a company, or  "Entrepreneurship through Acquisition."

Pacific Lake Uses ‘Very Obscure’ Strategy To Help Entrepreneurs - Venture Capital Dispatch - WSJ: Dec 30, 2009 "Pacific Lake Partners is raising $35 million, but not for your run-of-the-mill venture fund – it’s for a rare breed of fund that provides capital for young entrepreneurs to search for a potential buyout opportunity. The investment strategy, known as a search fund, is “very obscure,” Pacific Lake Partner Jim Southern said. But it’s one informed by Southern’s own business experience."


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Should Google Buy Twitter? (videos)

UPDATE: Twitter CEO Dick Costolo is out and co-founder Jack Dorsey, who is also CEO of Square, will serve as interim-CEO effective July 1. Costolo will reportedly remain on the board.
Investors (see below) had been calling for changes in Twitter's strategy--stock is up in after-hours trading.



Om Malik: Google Should Buy Twitter - Om Malik, a partner at True Ventures, and Bloomberg's Joshua Topolsky preview Twitter's 2015 Annual Meeting of Stockholders on Wednesday, June 3, 2015 . They spoke with Bloomberg's Emily Chang on "Bloomberg West" (June 3, 2015).

Stock Exchange: Stock Symbol(s) - market capitalization (June 5, 2015):

• NYSE: TWTR - $24.23 Billion
• NASDAQ: GOOG, GOOGL - $369.97 Billion

Google is holding $65 Billion in cash - source: Sizemore Insights | charlessizemore.com. See also: Google's Cash Position | Seeking Alpha.

Twitter 2015 Annual Meeting

• Listen to webcast
• 2015 Proxy Statement - URL PDF 404.3 KB
• 2014 Annual Report - URL PDF 3.9 MB 

Chris Sacca, 40-year-old California billionaire and Twitter stockholder wrote a blog post critique of  over 8,000 words that was published and widely noted hours before Twitter’s annual shareholder meeting ... Later in the afternoon in an interview with CNBC [see below], Sacca said Twitter would be a “good fit” for an acquisition by Google see video below.

"Twitter would be an "instant fit" for Google, should the Internet search giant acquire the company, early Twitter investor Chris Sacca said Wednesday. "I think it's a fantastic use of Google's cash," the founder of Lowercase Capital said in an interview with CNBC's "Closing Bell" [above]. "This is the thing that Google has never had. They've never understood social, they've never understood those personal interactions. This bolts right in cleanly... Sacca also stressed that he wasn't threatening to sell his stake in Twitter. "I'm not out there selling shares ... This is a very, very long-term hold, and I know this company is going to be massively more valuable than it is today."" source: CNBC.com (emphasis added)

See: Chris Sacca--What Twitter Can Be. | LOWERCASE capital

And a critique on Seeking Alpha of  Sacca's article--excerpt below--

"... Perhaps the biggest mistake Sacca made was in not establishing his bona fides before launching. Sacca, a former Google employee, is well known in Silicon Valley, but almost completely unknown on Wall Street. What the Street wanted was for Sacca to shop his ideas around privately, to specific private equity firms and brokerages, before going public ... In fact, like many tech guys, he's probably on to something else right now ... But that's not how Wall Street works. These ideas are great, but they're not going anywhere, and neither is the stock until something like them is taken seriously. If Dan Loeb or Dan Ackman wrote this, in other words, we'd all be screaming buy, buy, buy..." --Why Sacca's Twitter Gambit Failed | Seeking Alpha (emphasis added)

see also: Twitter Announces Secondary For Shares Related To TellApart Buyout: How Successful Will It Be? - | Seeking Alpha

Domain Mondo opinion:
1. Should Google Buy Twitter? From Google's viewpoint--Yes--Twitter has what Google needs in Social and Mobile and this--Facebook and Twitter Will Take 33% Share of US Digital Display Market by 2017 - eMarketer--Google needs the Twitter platforms for mobile advertising growth.
2. Will Google use any of its cash or earnings for dividends or buybacks? No, not in the near future. Brin and Page are relatively young and have too many acquisitions and new projects still to do before Google starts "throwing off" cash to stockholders, unless, of course, the stock price becomes too "cheap"--and then, only provided Google does not otherwise have better use for the cash.

Principal domain names: google.com | twitter.com
Twitter apps: Periscope and Vine

referenced:
Bloomberg Business: bloomberg.com
True Ventures | Early Stage Capital: trueventures.com
Stock Markets ... - CNBC: cnbc.com
LOWERCASE capital: lowercasecapital.com
Stock Market Insights | Seeking Alpha: seekingalpha.com

see also on Domain Mondo: 2015 Google Stockholders Annual Meeting (video)


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