Hell hath no fury like a shareholder scorned: David Winters stirs the pot at Coke (again)
Shares of Coca-Cola (KO) jumped Tuesday, at least briefly, after David Winters, CEO of Wintergreen Advisers, told Fox Business that Warren Buffett's Berkshire Hathaway and Brazil's 3G Capital might take the company private, just as they did last year with Heinz.
Winters also wrote a letter to three independent directors of Coke's board in which he expressed "grave concerns...regarding potential conflicts of interests at Coca-Cola."
After trading as high as $41.20 early Tuesday, Coke's gains receded -- the stock closed up 0.6% at $40.92 -- after Warren Buffett told CNBC there was “absolutely no chance” of a Coca-Cola buyout. Most observers scoffed at the idea of a leveraged buyout for a company with a market cap near $180 billion. By comparison, that's more than three-times the inflation-adjusted value of KKR's 1989 buyout of RJR Nabisco, according to Business Insider. Furthermore, while Coke shares have underperformed both the S&P 500 and arch-rival Pepsi in recent years, its valuations don't suggest a stock that has been abandoned by the public market.
But Winters insists an LBO of Coke isn't so far-fetched, citing Berkshire's cash, 3G's cash and the reality of cheap borrowing costs.
He declined to provide specifics on a funding model for such a deal, or what price would make sense for shareholders, including his firm. Instead, Winters cited comments from Warren Buffett at the 2014 Berkshire annual meeting that "we haven't bought Coca-Cola, yet" and that the Heinz deal "created a partnership template" that could be used for future transactions.
In addition, the fund manager notes Brazilian media reports (unconfirmed and unsourced) that 3G's Jorge Paulo Lemann suggested to Buffett they consider partnering on a play for Coca-Cola.
Which brings us back to Winters' "grave concerns" about conflicts of interest at Coca-Cola. Specifically, he cited the "very excessive and dilutive" executive compensation plan that the fund manager raised as an area of concern ahead of Coke's annual meeting in April. The plan contains a change-of-control provision that would result in immediate vesting to Coke's top management and board.
Related: Coke's compensation plan is "outrageous" and "excessive": Wintergreen's David Winters
In addition, Winters notes that Warren Buffett's son Howard is on Coke's board of directors. "The question is: what kind of information flows back and forth here?" he asks in the accompanying video.
As I Tweeted Tuesday morning, it appears that Winters has gone from asking Buffett for help on Coke's compensation plan to now questioning his integrity after the 'Oracle of Omaha' wouldn't join the campaign (at least not publicly). Hell hath no fury like a shareholder scorned, I guess.