Einhorn Sues Apple Over Plan to Discard Preferred Stock
By MICHAEL J. DE LA MERCED

Wall Street has had a long romance with Apple. Now one of the company’s best-known investors is saying: I love you, but you need to change.

The surprising declaration by the billionaire hedge fund manager David Einhorn adds to the growing dissatisfaction with Apple and its once soaring stock.

On Thursday, Mr. Einhorn urged his fellow shareholders to block a plan by Apple to scrap a certain class of stock. He says that the move limits the company’s ability to use its enormous war chest — some $137 billion in cash — to reward investors.

The campaign is an unusually aggressive one for Mr. Einhorn, who came to fame betting against Lehman Brothers. To thwart the proposal, Mr. Einhorn is suing Apple in Federal District Court in Manhattan, claiming that it violated securities rules by tying the plan with two other initiatives that he sees as good corporate governance.

The standoff sets up an unusual clash between two sides who can each claim a huge following on Wall Street. In one corner is Apple, whose stock’s almost unearthly growth has bewitched investors across the globe — at least until recently. In the other is Mr. Einhorn, widely regarded as an intelligent investor whose moves inspire legions of copycats. His merely asking a few questions on an earnings call for Herbalife, a nutritional supplement company, last May prompted a plunge in its shares.

So far, each side has remained cordial. Mr. Einhorn called Apple “phenomenal” and contended that his campaign had nothing to do with its recent stock decline. His firm, Greenlight Capital, currently holds 1.3 million shares, now worth nearly $609 million.

“We own more Apple today than we ever have before,” he said in a telephone interview. “We’re optimistic about the company’s prospects, and think too much bad news has been priced in.”

In a response, Apple said that it “welcomes” Mr. Einhorn’s views and added that its management and its board were actively discussing how to return more cash to shareholders.

But the spat underlines recent hand-wringing over Apple, whose stock has proved vulnerable in recent weeks. Over the decade that ended in late September, its share price soared an astounding 18,749 percent, to more than $700. Scores of hedge funds bought into the stock, riding its coat tails to bolster their own returns.

Since about Sept. 21, however, Apple’s stock price has tumbled almost 33 percent, closing on Thursday at $468.22. (Even so, its market capitalization stands at $439.7 billion, making Apple the most valuable public company in the world.)

As the shares have fallen, the volume of criticism has risen.

“Because the stock has sold off from its high, and because Apple’s earnings have declined for the first time in a decade, you’ll hear people become more vocal,” said Walter Piecyk Jr., an analyst at BTIG Research.

Since at least 2005, no shareholder has conducted a formal campaign against an Apple management proposal, according to the data provider FactSet.

Mr. Einhorn’s main concern is Apple’s cash hoard, which is bigger than Intel’s entire market value. Shareholders have long complained that the cash, invested in the likes of Treasury bonds, is increasingly a drag on the stock price and should either be invested in new opportunities for growth or returned to them.

Last spring, the company announced a plan to return $45 billion to shareholders over three years, in the form of share buybacks and a dividend for its common stock. But that will hardly make a dent in a cash pile that swelled by $117 million a day during its most recent quarter.

Mr. Einhorn on Thursday compared Apple to his grandmother, whose experience surviving the Great Depression molded her into an extreme saver who did not leave voice mail messages for fear of using extra cellphone minutes. The company’s own near-death experience in 1997, he said, left a similarly profound scar on its corporate psyche.

As an alternative, he has been proposing since last May what he calls a “win-win” for Apple and its investors. The company, he says, could issue $50 billion in preferred shares to existing shareholders, which would carry a roughly 4 percent annual dividend. Over time, Apple could issue more preferred stock and increase its overall payouts.

The idea, which Mr. Einhorn said had been discussed within his firm for some time, would reward shareholders while ensuring that Apple would spend that additional cash over time. He raised the idea with company executives, including Apple’s chief financial officer, Peter Oppenheimer, over several months, but was rebuffed.

Mr. Einhorn became more aggressive after seeing Apple’s proposal to eliminate so-called blank check preferred stock from its corporate charter. The move would prohibit it from issuing preferred stock without shareholder approval. To Mr. Einhorn, that would sharply limit options for “unlocking value.”

He was further irked by Apple’s tying the plan with two others that he said he would ordinarily support.

In its statement, Apple said that its proposal was actually aimed at making itself more responsive to investors. It added that the plan would not prevent the introduction of precisely the kind of initiative that Mr. Einhorn had discussed.

At least one major investor has sided with Apple. Calpers, the giant California public employee pension fund that is the company’s 43rd-biggest shareholder, said in a statement that the proposal “significantly strengthens share owner rights and deserves full support.”

For his part, Mr. Einhorn said he planned on trying to persuade other shareholders. And he has reconciled himself to Apple’s days of meteoric growth now lying in the past.

“It’s not going to grow 80 percent a year,” he said of the company, “but that doesn’t mean it’s going to go bankrupt.”