Jeffrey Smith, chief executive officer and chief investment officer at Starboard Value LP.
David Paul Morris | Bloomberg | Getty Images
2021 was a busy year for activist funds, with notable investors including Starboard Value, JANA Partners and Carl Icahn pushing for meaningful change at an array of companies.
In all, activist shareholders embarked on 89 campaigns last year in a range of sectors, including information technology and consumer discretionary. These investors also used different methods to improve outcomes for shareholders, including waging campaigns despite owning less than 5% of a company’s common stock. This is known as “under the threshold” activism.
Here’s a glance at how 2021 shaped up for activist funds.
Total activism: Total activism remained remarkably consistent from 2020 to 2021. In both years there were a total of 89 new campaigns. This continues to be well below the pre-Covid years (102 in 2019 and 113 in 2018). We expect that as Covid subsides, people will go back to work in-person and things begin to return to normal, activism will also return to its old levels.
What was unique about 2021, however, is that it was the first year since we began covering “under the threshold” (or UTT) activism in 2014 that the number of UTT situations exceeded the number of 13D situations. There were 41 material 13D campaigns and 48 UTT campaigns versus 48 material 13D campaigns and 41 UTT campaigns in 2020. We believe this reflects two main things: (i) activists increasingly being able to be more effective with lower percentage holdings and (ii) activists using swaps and derivatives to circumvent 13D requirements while exceeding 5% economic exposure.
Since 2017, the number of 13D filings has decreased each year with only 41 new activist 13D filings in 2021, compared to 48 in 2020, 61 in 2019, 65 in 2018 and 71 in 2017. While there continues to be a drop off in the number of 13D campaigns, the average market capitalization for targeted companies is the highest it’s been since 2015. Moreover, despite fewer 13D filings, the amount of total dollars invested in new 13D campaigns ($10.5 billion) is roughly the same for the 41 such filings from last year as it is for the 48 13D filings in 2020. Both years significantly exceed the $8.8 billion invested in the 61 13D filings in 2019.
The number of UTT campaigns in 2021 returned to its 2018 level of 48 engagements after being stagnant with 41 engagements in 2020 and 2019. While the total dollars invested in new UTT filings in 2021 increased by 27% from $8.2 billion in 2020 to $10.4 billion in 2021, this is still far below the $17.7 billion of 2018.
Activist investors: While we are still living in a global pandemic, the activist investor base is looking like 2020 with the reemergence of a few major investors. For starters, Elliott Management and Starboard were both among the most active in 2021, although slightly less so compared to the prior year. Elliott had seven campaigns in 2021 versus nine in 2020, and Starboard had seven campaigns in 2021 versus eight in 2020. Also, among the most active was JANA Partners with seven campaigns in 2021, versus only one for 2020. Carl Icahn also picked up with four campaigns for 2021 versus two in 2020. We are also seeing consistency with 2020 with regards to the variety in the 13D filer base, with 34 unique filers in 2021 and 33 unique filers in 2020, versus 49 unique filers in 2019. This continues to make sense because when a strategy becomes increasingly more challenging, as activism has due to Covid, generally investors who are employing activism as a core strategy will continue using it.
Industries: The top four industries targeted in 2021 were: (1) Information Technology, (2) Consumer Discretionary, (3) Financials and (4) Health Care, and these industries made up 68.54% of all activism in 2021. In 2020, the top four industries targeted were (i) Consumer Discretionary, (ii) Information Technology, (iii) Health Care and (iv) Industrials, the four of which comprised 56.18% of all 2020 activism. Industrials left the top four by going from 10 engagements (11%) to five engagements (6%) and was re-placed by Financials, which went from six engagements (7%) in 2020 to 13 engagements (15%) in 2021. Moreover, this is the first time since 2016 that Information Technology surpassed Consumer Discretionary as the most targeted industry. One other notable change was Energy decreasing from eight campaigns in 2020 to only two in 2021.
Outcomes: Activists have been relatively on par with the results of their campaigns in 2021 versus 2020 based on the 40 13D and UTT campaigns in 2021 that have been decided (excluding the 38 pending, nine withdrawals and the two campaigns where the activist did not take any specific activist measure). The percentage of settlements (68% in 2021 versus 62% this time last year), full wins (3% in 2021 versus 4% this time last year) and losses (30% in 2021 versus 22% this time last year) remained fairly consistent.
A look at the updated 2020 data (which is more complete than 2021 data due to many pending 2021 engagements), shows a striking revelation. In 2020, 68% of 13D engagements settled versus 38% of UTT situations. Moreover, only 18% of 2020 decided 13D situations have resulted in a loss versus 34% of decided 2020 UTT campaigns while 15% of 13D engagements have resulted in a full or partial win versus 28% of UTT situations. Moreover, this is consistent with the aggregate number of 13D and UTT campaigns between 2014 and 2020.
Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.