Published on March 11, 2014
Pershing Square Capital Management, L.P. Robin Hood in Reverse November 22, 2013
Disclaimer Pershing Square Capital Management, L.P. (“Pershing Square”) is an investment adviser to funds that are in the business of buying and selling securities and other financial instruments. Pershing Square currently maintains a substantial short position in the common stock of Herbalife Ltd. (“Herbalife”). Pershing Square will profit if the trading price of Herbalife common stock declines and will lose money if the trading price of common stock of Herbalife increases. Pershing Square may change its views about or its investment positions in Herbalife at any time, for any reason or no reason. Pershing Square may buy, sell, cover or otherwise change the form or substance of any of its investments related to Herbalife at any time for any reason or no reason. Pershing Square disclaims any obligation to notify the market or any other party of any such changes. The information and opinions expressed in this presentation (the “Presentation”) are based on publicly available information about Herbalife and other companies. Pershing Square recognizes that there may be non-public information in the possession of Herbalife or others that could lead Herbalife or others to disagree with Pershing Square’s analyses, conclusions and opinions. The Presentation includes forward-looking statements, estimates, projections and opinions prepared with respect to, among other things, certain legal and regulatory issues Herbalife faces and the potential impact of those issues on its future business, financial condition and results of operations, as well as, more generally, Herbalife’s anticipated operating performance, access to capital markets, market conditions, assets and liabilities. Such statements, estimates, projections and opinions may prove to be substantially inaccurate and are inherently subject to significant risks and uncertainties beyond Pershing Square’s control. Although Pershing Square believes the statements it makes in the Presentation are accurate in all material respects and do not omit to state material facts necessary to make those statements not misleading, Pershing Square makes no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication it makes with respect to Herbalife and any other companies mentioned, and Pershing Square expressly disclaims any liability relating to those statements or such communications (or any inaccuracies or omissions therein). Thus, shareholders and others should conduct their own independent investigation and analysis of those statements and communications and of Herbalife and other companies to which those statements or communications may be relevant. The statements Pershing Square makes in the Presentation are not investment advice or a recommendation or solicitation to buy or sell any securities. Except where otherwise indicated, the Presentation speaks as of the date hereof, and Pershing Square undertakes no obligation to correct, update or revise those statements or to otherwise provide any additional materials. Pershing Square also undertakes no commitment to take or refrain from taking any action with respect to Herbalife or any other company. As used herein, except to the extent the context, otherwise requires, Pershing Square includes its affiliates and funds it manages or advises and their respective partners, directors, officers and employees. 1
SEC Recent Actions on Pyramid Schemes In January 2013, the SEC’s enforcement unit opened an investigation into Herbalife(1) On October 17, 2013, the SEC announced charges and seized the assets of a worldwide pyramid scheme operating under business names “CKB” and “CKB168”(2) The SEC has a long history of prosecuting pyramid schemes, including the landmark 1973 action against Koscot, and has prosecuted two pyramid schemes in the last 18 months(3) 2 (1) Source: Ben Protess & Michael J. De La Merced, S.E.C. Opens Investigation Into Herbalife, NEW YORK TIMES, January 9, 2013 (http://dealbook.nytimes.com/2013/01/09/s-e-c- opens-investigation-into-herbalife/?_r=0) (2) Source: SEC Press Release (Oct. 17, 2013) (http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370539880547 (3) SEC v. Koscot Interplanetary, Civ. A. No. 17134 (N.D. Ga. 1973); SEC Press Release (Oct. 2013) (available at https://www.sec.gov/News/PressRelease/Detail/Press Release/1370539880547); SEC Press Release (Aug. 2012) (available at https://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171483920
On October 17th, 2013, the SEC issued an Investor Alert warning investors to beware of “pyramid schemes posing as multi-level marketing programs” 3
The SEC Investor Alert Identified Seven Hallmarks of a Pyramid Scheme Source: SEC Press Release and Investor Alert (Oct 17, 2013), available at https://www.sec.gov/investor/alerts/ia_pyramid.htm Investor Alert: Beware of Pyramid Schemes Posing as Multi-Level Marketing Programs The SEC's Office of Investor Education and Advocacy is issuing this Investor Alert to warn individual investors about pyramid schemes, a type of investment scam that fraudsters often pitch as a legitimate business opportunity in the form of multi-level marketing programs. 4 Have you ever been tempted by an advertisement or offer to make "easy money" or "online income" out of your own home? Multi-level marketing ("MLM") programs are promoted through Internet advertising, company websites, social media, presentations, group meetings, conference calls, and brochures. In an MLM program, you typically get paid for products or services that you and the distributors in your "downline" (i.e., participants you recruit and their recruits) sell to others. However, some MLM programs are actually pyramid schemes -- a type of fraud in which participants profit almost exclusively through recruiting other people to participate in the program.
Hallmark #1: Emphasis on Recruiting 5 “Emphasis on recruiting. If a program primarily focuses on recruiting others to join the program for a fee, it is likely a pyramid scheme. Be skeptical if you will receive more compensation for recruiting others than for product sales.” - SEC Investor Alert, October 17, 2013 Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm)
It’s All About Recruiting 6 Source: Herbalife’s 2011 Extravaganza, Las Vegas, NY (October 26-29, 2011) (available at http://www.youtube.com/watch?v=cVbd8bw4MlQ) VIDEO Susan Peterson – Founder’s Circle Member, Herbalife’s 2011 Extravaganza
It’s All About Recruiting 7 Source: Herbalife’s 2011 Extravaganza, Las Vegas, NY (October 26-29, 2011) (available at http://www.youtube.com/watch?v=cVbd8bw4MlQ) “If you want to move the check, you need to find other people that want to make money and represent the Herbalife products and Herbalife opportunity.” Susan Peterson – Founder’s Circle Member, Herbalife’s 2011 Extravaganza:
“Promises of high returns in a short time period. Be leery of pitches for exponential returns and ‘get rich quick’ claims. High returns and fast cash in an MLM program may suggest that commissions are being paid out of money from new recruits rather than revenue generated by product sales.” - SEC Investor Alert, October 17, 2013 Hallmark #2: Promises of High Returns in a Short Time Period 8 Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm)
9 Senior Herbalife Distributors Lead Recruits to Believe They Can Make Hundreds of Thousands in Short Order Source: Doran Andry, Financial Success Systems First Package video VIDEO Doran Andry – Chairman’s Club Member
Current and Former Board Members Tell Recruits That Herbalife is an Opportunity to Make Money Quickly 10 Source: Promotional video for online recruiting business Success Connection (available at http://www.youtube.com/watch?feature=player_embedded&v=kKq8IhJ_dMI) VIDEO Leslie Stanford: Former Herbalife Board Member and Current Founder’s Circle Member John Tartol: Herbalife Board Member and Chairman’s Club Member
Hallmark #3: Easy Money or Passive Income “Easy money or passive income. Be wary if you are offered compensation in exchange for little work such as making payments, recruiting others, and placing advertisements.” - SEC Investor Alert, October 17, 2013 11 Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm); Financial Success Systems ‘Herbalife Success University’ Presentation (Module 1)
Senior Herbalife Distributors Tell Recruits They Can Earn Millions in Passive Income 12 VIDEO Doran Andry, Again – Chairman’s Club Member Source: Doran Andry, Financial Success Systems First Package video
Hallmark #4: Buy-in Required Herbalife requires a “buy-in” via an Herbalife Member Pack for $57.75 or $89.55 to receive a discount and the option to run the business. To advance quickly and receive commissions, distributors must also spend ~$3,000 - $4,000 purchasing inventory to qualify as a Supervisor, in order to be eligible to earn recruiting rewards. 13 “Buy-in required. The goal of an MLM program is to sell products. Be careful if you are required to pay a buy-in to participate in the program, even if the buy-in is a nominal one-time or recurring fee (e.g., $10 or $10/month).” - SEC Investor Alert, October 17, 2013 Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm)
Hallmark #5: Complex Commission Structure “Complex commission structure. Be concerned unless commissions are based on products or services that you or your recruits sell to people outside the program. If you do not understand how you will be compensated, be cautious.” - SEC Investor Alert, October 17, 2013 126 Pages of Text and Forms More than 150 Rules More than 60,000 words 11+ Levels of Distributors Five Different Forms of Compensation 14 Minimal Marketing Advice Largely Unintelligible Frequently Revised & Supplemented Herbalife Sales and Marketing Plan Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm); Herbalife Sales & Marketing Plan; see link at http://factsaboutherbalife.com/wp-content/uploads/2012/12/Marketing-Plan-and-Business-Rules-2012.pdf
“No genuine products or service. MLM programs involve selling a genuine product or service to people who are not in the program. Exercise caution if there is no underlying product or service being sold to others, or if what is being sold is speculative or appears inappropriately priced.” (emphasis added) - SEC Investor Alert, October 17, 2013 Hallmark #6: No Genuine Products or Service…Sold to People Who Are Not in the Program / Inappropriately Priced In Herbalife’s case: No empirical evidence of retail sales outside the program Commodity products with highly inflated suggested retail prices 15 Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm); see materials collected and analyzed in Pershing Square Presentation, Who Wants to be a Millionaire? (December 20, 2012)
Hallmark #6 (Cont’d): “Inappropriately Priced” Products Retail Price Per Multivitamin Tablet (1) 16 $0.11 $0.08$0.08 $0.06 $0.00 $0.05 $0.10 $0.15 $0.20 $0.25 $0.30 $0.26 $0.11 $0.08$0.08 = 4x Centrum (1) HLF Source: Herbalife U.S. Product Price List (11-2013). Centrum source: Walmart.com (11-2013)).
Hallmark #7: No Demonstrated Revenue from Retail Sales “No demonstrated revenue from retail sales. Ask to see documents, such as financial statements audited by a certified public accountant (CPA), showing that the MLM company generates revenue from selling its products or services to people outside the program.” - SEC Investor Alert, October 17, 2013 17 Let’s see how Herbalife has answered this question Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm)
Retail Sales: The Big Question “So we don’t have an exact percentage David, because we don’t have visibility to that level of detail. . . . So, well, again, going back to our 70% rule, we believe that it’s that 70% or potentially in excess of that.” -Herbalife President Des Walsh 18 David Einhorn: “What is the percentage that is actually sold to consumers that are not distributors?” Source: Herbalife Q1 2012 earnings call VIDEO Herbalife Q1 2012 Earnings Conference Call – May 1st, 2012
The Day After Einhorn Asked His Question, Herbalife Issued an 8K Changing Walsh’s Answer 19 Source: Herbalife Report on Form 8-K, filed May 2, 2012
The Day After Einhorn Asked His Question, Herbalife Issued an 8K Changing Walsh’s Answer 20 Source: Herbalife report on form 8-K, filed May 2, 2012, at 2
0.0 50.0 100.0 150.0 200.0 $40 $45 $50 $55 $60 $65 $70 $75 Apr 30 May 1 May 2 May 3 Volume(mmShares) Price Volume Price The Market Did Not Like This Answer 21 $70.32 $46.20 34% decline
The FTC, SEC, the Courts, and even Herbalife itself have all recently reaffirmed the critical role of retail sales to customers outside the distribution network in distinguishing a legitimate MLM from a pyramid scheme 22 Why Did the Market React So Negatively?
The FTC Reaffirms the Critical Role of Retail Sales Multilevel Marketing “Not all multilevel marketing plans are legitimate. If the money you make is based on your sales to the public, it may be a legitimate multilevel marketing plan. If the money you make is based on the number of people you recruit and your sales to them, it’s not. It’s a pyramid scheme. Pyramid schemes are illegal, and the vast majority of participants lose money.” - FTC Website, Bureau of Consumer Protection – Business Center 23Source: http://www.business.ftc.gov/documents/inv08-bottom-line-about-multi-level-marketing-plans FTC Facts for Consumers: Bottom Line About Multilevel Marketing Plans and Pyramid Schemes (November 2012)
Source: Complaint in FTC v. Fortune Hi-Tech Marketing, Inc., No. 13CV578 Dkt #4 (N.D. Ill. January 24, 2013) (emphasis added). 24 Fortune Hi-Tech Marketing Complaint On January 24, 2013, Fortune Hi-Tech Marketing was shut down by the FTC and State Attorneys General from Kentucky, Illinois and North Carolina on the ground that it was a pyramid scheme. In its complaint, the government noted the lack of retail sales outside the distributor network The FTC Reaffirms the Critical Role of Retail Sales
A Federal Judge Reaffirms the Critical Role of Retail Sales Source: Bostick v. Herbalife International of American, No 2:13-cv-02488-BRO-RZ, Dkt #40, at 9 (C.D. California October 11, 2013) “Although [Herbalife] contend[s] that distributors should be classified as ultimate users, Omnitrition points out that “[i]f Koscot is to have any teeth, [a sale for a distributor’s personal use] cannot satisfy the requirement that sales be to ‘ultimate users’ of a product.” Id. at 783. Therefore, downline distributors are not ultimate users for purposes of the second element of the Koscot test.” (bold emphasis added) 25 Order Denying Herbalife’s Motion to Dismiss (pg. 9) In the class-action, Bostick v. Herbalife, Herbalife argued that distributors should be classified as ultimate users. On October 11, 2013, Federal District Court Judge O’Connell denied Herbalife’s motion to dismiss and stated that distributors are not ultimate users.
“. . . Regulations applicable to network marketing organizations generally are directed at preventing fraudulent or deceptive schemes, often referred to as “pyramid” or “chain sales” schemes, by ensuring that product sales ultimately are made to consumers and that advancement within an organization is based on sales of the organization’s products rather than investments in the organization or other non-retail sales-related criteria.” Even Herbalife Admits That Retail Sales Are Crucial 26 Herbalife 2012 10K – Risk Factors Source: Herbalife 2012 Report on form 10-K, filed February 19, 2013, at 30
Herbalife Requires Distributors to Keep Detailed Retail Sales Records Source: Herbalife Sales & Marketing Plan at 71 Required Information: - Name - Address - Telephone no. - Products sold - Sales price 28
Herbalife’s Retail Order Form 29 Source: Herbalife Sales & Marketing Plan at 42
30 What does management have to say about this critical issue?
31 CEO Michael Johnson Interview on CNBC – December 19, 2012 Source: http://video.cnbc.com/gallery/?video=3000136542ar VIDEO
CEO Michael Johnson Answers The Same Question… 32 December 19, 2012: CNBC: “What % of your sales are outside that distribution network?” Johnson: “90%” CNBC: “So the vast majority?” Johnson: “Absolutely”
33 CEO Michael Johnson Interview on CNBC – January 10, 2013 Source: http://video.cnbc.com/gallery/?video=3000140236 VIDEO
…But That Answer Was Actually a “Misstatement” 34 If 90% of distributors are buying for themselves, clearly these are not retail sales to customers outside the program January 10th, 2013 (22 Days Later), Michael Johnson Says: “It was a misstatement. 90% of our distributors - ok - who are buying our product - let me just try to clarify this - buy it for one reason, and they buy it for self- consumption, and that was a misstatement on that day, I was kind of hyped up that day, wasn’t I?”
35 Unwilling to provide actual retail sales data, Herbalife says that people are just confused
36 CEO Michael Johnson Interview on CNBC – December 19, 2012 Source: http://video.cnbc.com/gallery/?video-3000136542 VIDEO
“[A] part of the distributors is described as customers . . . Obviously, this is not serious.” -Commercial Court in Belgium Source: Test-AanKoop v. Herbalife International Belgium [Comm. Ct Brussels], November 23, 2011, AR 2004/7787, No. JC-DC / 27 [Jee] (Belg.), slip op. at 12. Courts Have Rejected Herbalife’s Claim that its Distributors are Retail Customers 37 On November 23, 2011, the Belgian Commercial Court found Herbalife to be a pyramid scheme, rejecting Herbalife’s claim that distributors are simply misnamed
39 What excuses does Herbalife give for not collecting retail sales data?
In June 2009, Herbalife Said It Doesn’t Collect Retail Sales Data Because of Price-Fixing Concerns Collecting proof of actual retail sales is not illegal and does not create anti-trust risk Source: Transcript of hearing on Motions for Summary Judgment in Herbalife v. Ford, No. 07 civ. 2529, Dkt #300 at 13 (C.D. Cal., June 1, 2009) 40 Herbalife’s Attorney in Summary Judgment Argument – June 1, 2009
41 Herbalife Has a New Excuse Source: http://video.cnbc.com/gallery/?video-3000140234 VIDEO President Des Walsh interview on CNBC – January 10, 2013
Herbalife Claims Privacy Concerns Prevent Collecting Retail Sales Data 42 How is Herbalife responding to the SEC October 2013 Investor Alert? Source: SEC Press Release and Investor Alert (Oct. 17, 2013) (available at https://www.sec.gov/investor/alerts/ia_pyramid.htm) SEC Investor Alert Hallmark: “No demonstrated revenue from retail sales. Ask to see documents, such as financial statements audited by a certified public accountant (CPA), showing that the MLM company generates revenue from selling its products or services to people outside the program.” - SEC Investor Alert, October 17, 2013 Herbalife responds to this simple question with misstatements and misdirection
To collect two years of Retail Order Forms from all of Herbalife’s distributors To hire an independent big four accounting firm to verify and validate the retail sales data To submit the results of the data and analysis directly to the various regulators (which would protect the privacy of Distributors) Herbalife need only: (1) Direct Distributors to cooperate and (2) Inform them that their records will be submitted to the government, which means the records must be authentic and truthful* Pershing Square Offers to Pay the Cost: *Source: 18 U.S.C. §1001. Statements or entries generally (a) Except as otherwise provided in this section, whoever, in any matter within the jurisdiction of the executive, legislative, or judicial branch of the Government of the United States, knowingly and willfully - (1) falsifies, conceals, or covers up by any trick, scheme, or device a material fact; (2) makes any materially false, fictitious, or fraudulent statement or representation; or (3) makes or uses any false writing or document knowing the same to contain any materially false, fictitious, or fraudulent statement or entry; shall be fined under this title, imprisoned not more than 5 years or, if the offense involves international or domestic terrorism (as defined in section 2331), imprisoned not more than 8 years, or both. If the matter relates to an offense under chapter 109A, 109B, 110, or 117, or section 1591, then the term of imprisonment imposed under this section shall be not more than 8 years. 43
Herbalife Exhibits All Seven SEC Hallmarks of a Pyramid Scheme 44 Emphasis On Recruiting Promises Of High Returns In A Short Time Period Easy Money Or Passive Income Buy-In Required Complex Commission Structure No Genuine Product or Service…Sold to People Who Are Not in the Program / Inappropriately Priced No Demonstrated Revenue from Retail Sales
Herbalife says nutrition clubs are proof of retail sales Let’s take a look at what’s really going on… 45
The Reality of New York City Nutrition Clubs 46 Source: CNNMoney interview aired on January 11, 2013, available at http://money.cnn.com/2013/01/11/smallbusiness/herbalife-network/ VIDEO
Nutrition Club Rules Make Retail Sales Not Viable No external displays of the Herbalife’s name or logo Must cover windows No “Open / Closed” sign No advertising or promotion Not allowed to attract customers or walk-ins Must serve a shake, aloe water and tea to every “Member” Only complimentary offerings of products Can charge membership fees to cover operating costs; product costs may not be recovered Customers not allowed to carry out food unless in a small, unmarked container 47 Source: Herbalife Sales & Marketing Plan at 74, 101 - 115 According to Herbalife’s rules, “Nutrition Clubs are social gatherings…not retail stores or outlets, nor are they restaurants or carry-out establishments”
48 Herbalife Claims its Competition Is Fast Food Herbalife says its competition is McDonald’s and KFC “You’re not going to like my answer on competition because strategically we view the competition as fast food… It is the steal a meal a day from fast food. It is not to go after other supplement companies. It’s to go after McDonald’s, to go after KFC.” -John DeSimone, CFO, September 7th, 2011
A Map of Queens, New York 49
McDonald’s Are Evenly & Rationally Distributed 50
But Why Are Nutrition Clubs Clustered In Two Sections of Queens? 51
Interestingly, Grameen America’s Two Offices in Queens are in the Heart of the Clusters 52
Who are the victims? 53
54 Herbalife Targets Vulnerable, Low-Income Minorities “[M]any Latino leaders [are] increasingly concerned with Herbalife's predatory business practices and how the company targets the Latino community in a methodical and calculated manner… “The scale of the scheme is breath-taking. There are 550,000 Herbalife distributors in the United States. Somewhere between 60 to 83 percent of them are Latino. 300,000 to 400,000 Latino distributors will quit this year alone only to be replaced by another 300,000 to 400,000 new Latino distributors. If left unchecked, Herbalife could recruit, defraud and dispose of as many as 4 million Latino distributors over the next 10 years.” Source: http://www.huffingtonpost.com/brent-a-wilkes/herbalife-a-pyramid-scheme_b_4220426.html
55 Numerous Voices Are Calling for an Investigation of Herbalife Rep. Linda Sanchez (CA-38) Rep. Loretta Sanchez (CA-46) Rep. Michelle Lujan Grisham (NM-1) Neil M. O'Leary, Mayor of Waterbury, CT State Senator Adriano Espaillat, NY SD-31 Ofelia Hernandez, Huntington Park, CA Councilor Chris Garcia, Cudahy, CA Vice Mayor Jorge Morales, South Gate, CA Councilor Aide Castro, Lynwood, CA Councilor Denise Robles, Commerce City, CA Councilor Julissa Ferreras, NYC Councilor District 21 Melissa Mark-Viverito, NYC Councilor, District 8 Tito Jackson, Boston City Councilor, District 7 55
56 Herbalife Asks Distributors to Write to Their Local Member of Congress in Support of Herbalife “I find the targeting of Distributors by ethnicity offensive on many levels and the suggestion that Herbalife takes advantage of any Distributor to be simply false. At Herbalife, we strive to change people’s lives by providing the best nutritional products and the best business opportunity to ALL”
57 Herbalife Targets Ethnic Affinity Groups From Herbalife’s 2010 Investor Presentation Source: Herbalife 2010 investor day presentation
58 ________________________________________________ Source: Herbalife flyer. Herbalife Targets African Americans
59Source: Herbalife Today (magazine published by Herbalife) Herbalife Targets Latinos
60 Based on Herbalife’s Own Reported Data, What are a Distributor’s Chances of Success? 88% of all distributors receive no commissions from Herbalife Even among “Sales Leaders” (who are pressured to invest ~$3,000 - $4,000 purchasing inventory in order to be eligible to earn recruiting rewards), half received no commissions and 95% averaged commissions of only $8 per week before expenses The top 1% of distributors received 87% of all commissions According to Herbalife’s most recent U.S. Statement of Average Gross Compensation, the real facts are: Source: Herbalife Statement of Average Gross Compensation of U.S. Distributors; Pershing Square Presentation, Who Wants to be a Millionaire
61 Ana Maria Archila Co-Executive Director, Make the Road New York Make the Road New York’s mission is to build the power of Latino and working class communities to achieve dignity and justice through organizing, policy innovation, transformative education, and survival services.
62 Make The Road Video
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Bill Ackman highlights an SEC warning investors to beware of pyramid schemes posing as multi-level marketing programs, among other points about Herbalife