Oaktree Capital Management Funds Send Letter to JAKKS Board of Directors
Urges Board to Act in the Interest of Shareholders and Immediately Begin a Process to Explore Alternatives to Maximize Shareholder Value
LOS ANGELES--(BUSINESS WIRE)-- Oaktree Capital Management, L.P. (Oaktree) today announced that certain funds and accounts that it manages (Oaktree Funds) have sent a letter to the Board of Directors of JAKKS Pacific, Inc. (JAKK) highlighting their lack of confidence in the capability and credibility of Jakks current Board and management team and stating that immediate change is required to preserve and protect the interest of public shareholders. Oaktree Funds have engaged Guggenheim Securities, LLC as financial advisor, MacKenzie Partners, Inc. as proxy solicitors and Kirkland & Ellis LLP as legal counsel, and are ready to proceed immediately towards presenting a firm acquisition proposal with certainty of close.
Below is the text of the most recent letter the Oaktree Funds sent to JAKKS Board of Directors:
|April 17, 2012|
|The Board of Directors of JAKKS Pacific, Inc.|
|22619 Pacific Coast Highway|
|Malibu, CA 90265|
|Attention: Stephen G. Berman and Murray L. Skala|
|Dear Messrs. Berman and Skala:|
As investment manager to one of the largest shareholders of JAKKS Pacific, Inc. (JAKKS or the Company), we, Oaktree Capital Management, L.P. (Oaktree), remain deeply concerned by the Companys financial performance and strategic direction. In assessing the competency and motives of JAKKSs management team and Board of Directors, shareholders need only review the facts and events of the three-month period between October 2011 and January 2012:
- JAKKSs Board of Directors rejects out of hand a $20.00 per share all cash offer by funds managed by Oaktree (Oaktree Funds) as inadequate and proclaims that execution of the Companys strategic plan & will provide significantly greater value to the Companys stockholders
- JAKKS management additionally articulates bullish guidance ahead of the critical holiday season and states the Companys strategic plan would generate continued growth and value creation
- Two months hence, JAKKS management reduces its 2011 fiscal guidance for revenue and earnings by $110 - $115 million and 70%, respectively. JAKKSs share price declines to $13.39 on January 19, 2012, prior to news reports indicating that Oaktree Funds were likely to make a reduced acquisition proposal
- Company discloses $3.8 million in legal and advisory fees, which represent over 28% of the Companys earnings for the entire fiscal year 2011. In fiscal year 2011, the Company paid a total of $3.4 million in legal fees to the law firm Feder Kaszovitz LLP, for which Mr. Skala, a member of the Companys Board of Directors, is a Partner
- Board installs material golden parachutes that may ultimately cost the shareholders and enrich an underperforming management team
Based on the actions outlined above, Oaktree has no confidence in the capability and credibility of the current Board and management team. Immediate change is required to preserve and protect the interest of public shareholders.
Oaktree Funds continue to hold the substantial equity stake in the Company of which we advised you previously. We have attempted repeatedly to engage in meaningful discussions with JAKKS management and its Board of Directors and are disappointed that you have continued to resist our efforts to open a constructive dialogue regarding potential value-enhancing transactions, which we believe would be in the best interest of all of the Companys stakeholders. Since December we have reengaged actively with this Boards advisors seeking a path to acquire JAKKS at a premium valuation. After months of failed commitments and cat and mouse with your legal and financial advisors, representatives of Oaktree and Guggenheim Securities, LLC, our financial advisor, finally were invited to meet with your financial advisors on February 23, 2012. In this meeting we reaffirmed our pressing interest in engaging in an immediate dialogue toward maximization of shareholder value. We outlined our ability to finance and consummate a compelling transaction for shareholders within a 30-day period. On March 5, 2012, the Board and its advisors again formally rebuffed, without basis or rationale, our proposed premium cash acquisition of JAKKS. The JAKKS Board also entrenched itself and management further by unilaterally adopting a poison pill without shareholder vote.
This transaction is of the highest priority for us, and we are prepared to proceed as quickly as possible. In addition to engaging Guggenheim Securities, LLC as financial advisor, we have also engaged MacKenzie Partners, Inc. as proxy solicitors and retained Kirkland & Ellis LLP as legal counsel. We are ready to proceed immediately. With the Companys full cooperation, we can expeditiously (a) complete our confirmatory due diligence, (b) finalize committed debt financing, (c) reach agreements with the JAKKS management with respect to their ongoing roles with the Company, and (d) present to the JAKKS Board a firm acquisition proposal with certainty of close.
We would expect to finance the transaction with a combination of equity and debt. Oaktree has approximately $75 billion of assets under management and the Oaktree Funds can commit 100% of the cash equity required to consummate the transaction. Guggenheim Partners, LLC has over $125 billion in assets under management and has an active and successful track record of lending to middle-market consumer/retail leveraged buy-out transactions. Guggenheim Corporate Funding, LLC intends to provide the fully committed debt financing required to complete the proposed transaction.
Given that this Board continues to support a management team who has grossly underperformed and continues to resist our efforts to deliver a premium valuation, we believe it is readily apparent that this Board is not willing to act in the best interests of shareholders. It is clear that we are not alone in this view. To that end on March 14, 2012, a major shareholder in JAKKS, Clinton Group, Inc. (Clinton), openly called for the Board to undertake a review of its strategic options and embark on a targeted auction process. Their letter continued that Clinton was dismayed at the Boards decision to adopt a poison pill and expects that its fiduciaries on the Board will permit any interested buyer to bring their proposal directly to the shareholders, who can decide for themselves whether they would prefer to remain invested in an independent JAKKS or would rather take the proposed offer. We share the views Clinton has expressed in their public disclosures and support Clintons stated intention to solicit action by written consent.
We are hopeful that the Board will finally act in the interest of shareholders and immediately begin a process to explore alternatives to maximize shareholder value. Absent that, replacing this entrenched Board with new directors who will act in shareholders best interest is paramount. Given the Companys rapidly deteriorating financial performance and damaged credibility amongst key constituents, we are concerned that further delay in initiating a strategic process will only risk further destruction of shareholder value. If the Board chooses not to pursue this path, please know that we are committed to protecting the value of our investment and, consequently, we are prepared to pursue any and all actions available to us in order to ensure that the JAKKS Board actively and thoughtfully pursues alternatives to maximize value for shareholders.
|B. James Ford|
|Portfolio Manager, Global Principal Group|
Oaktree is a leading global investment management firm focused on alternative markets, with $74.9 billion in assets under management as of December 31, 2011. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, the firm has over 650 employees and offices in 13 cities worldwide. Oaktree is publicly traded on the New York Stock Exchange (NYSE:OAK). For additional information, please visit Oaktrees website at www.oaktreecapital.com.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of JAKKS Pacific, Inc. has commenced at this time.
This communication does not constitute a solicitation of consents and shall not be deemed a solicitation of consents with respect to any securities of JAKKS.
In connection with any tender offer or consent solicitation, certain funds and accounts managed by Oaktree Capital Management, L.P. (Oaktree Funds) will file relevant materials, which may include a tender offer statement, and a definitive consent solicitation statement and/or other documents, with the SEC. ALL INVESTORS AND SECURITY HOLDERS OF JAKKS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC BY THE OAKTREE FUNDS CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SUCH TRANSACTION. Investors and security holders will be able to obtain free copies of documents filed with the SEC by the Oaktree Funds (when they become available) at the web site maintained by the SEC at www.sec.gov.
Media and Investors:
Sard Verbinnen & Co
David Reno, 212-687-8080
John Christiansen/Lucy Neugart, 415-618-8750
Source: Oaktree Capital Management, L.P.Copyright Business Wire 2012