Transcript: Thursday, September 12, 2013

ANNOUNCER: This is NIGHTLY BUSINESS REPORT with Tyler Mathisen and
Susie Gharib

Twitter is going public. Dell (NASDAQ:DELL) goes private. What it all

S&P seven-day win streak snapped. It`s longest since July. This as gold
suffers its lowest close in a month.

GHARIB: And curb appeal. What sales, what doesn`t? One home builder
is going to extraordinary lengths to figure that out, and hoping to gain a
competitive edge in the process.

We have all that and more tonight on NIGHTLY BUSINESS REPORT for
Thursday, September 12th.

MATHISEN: Good evening, everyone.

A big announcement just a short time ago out of Silicon Valley.
Twitter filing for an initial public offering. The company filing
paperwork with the Securities and Exchange Commission, though it will keep
details of its business secret for now. And, of course, the company told
the world by tweeting it.

Julia Boorstin joins us now with more.

Julia, it is hard to say this is a surprise. People have been
anticipating this for a long time, but now, we at least know they are going
forward with it.

We knew this was coming. We expected this before the end of the year. Now
we know the process is in motion.

I think it`s fascinating that Twitter announced this news in a tweet.
That tweet saying we confidentially submitted an S-1 filing to the SEC for
an IPO. Twitter then adds, “This tweet does not constitute an offer of any
securities for sale.”

Now, the key thing here is that this is a confidential S-1 filing.
Now, Twitter here is making use of the Jobs Act provision that allows
companies with less than $1 billion in annual revenue to file
confidentially at first. That means that we don`t get to read that S-1
filing and see what the revenue is. Then they go back and forth, get
comments from the SEC feedback on things, like what risk factors they`re
disclosing in a quiet period, in a private period of communication between
the SEC and Twitter.

Then, Twitter will file an official S-1, a public S-1, that we will
get to see no later than 21 days before the road show begins.

But, Tyler, I have to say, Twitter did not need to disclose that they
were taking this next step. And we are hearing that Goldman Sachs
(NYSE:GS) will be the lead banker and our Kayla Tausche reporting that, and
we`ll see what other underwriters are named when that official S-1 is

GHARIB: Julia, you took us through the mechanics and that all makes a
lot of sense. But investors are going to be really excited when this IPO
is filed. Do we have any clues from any of the reporting that you`ve been
doing about when this might happen, this year or next year, and maybe even
how big it`s going to be?

BOORSTIN: Well, you know what, Susie — it all depends on what kind
of feedback Twitter gets from the SEC. It seems like after Facebook
(NASDAQ:FB)`s IPO was such a debacle and that first day of trading was so
crazy, Twitter will be very careful. It will be very cautious and right
now, it`s in communication with the SEC and depending on how much feedback
it gets, what kind of feedback it gets, that will determine how long it
takes before it filed that public S-1, and that road show begins.

So, it`s too soon to say how soon this could happen, but it could be a
matter of months before we get that official public S-1 filing, which, of
course, will be fascinating for us and for everyone to read.

And in terms of evaluation, Twitter was originally valued at about $10
billion when it raised money recently and we`re hearing it could be as much
$15 billion — evaluation will be as high as $15 billion when it officially

GHARIB: All right. Julia, exciting developments. Thank you so much.
Julia Boorstin reporting on Twitter`s IPO.

Well, from one big company going public to the end of an era, and
another going private. Dell (NASDAQ:DELL) Computer, one of the leaders of
the tech revolution, is going private after shareholders approved a deal by
founder Michael Dell (NASDAQ:DELL). The company which once boosted a
market cap in excess of $100 billion is being bought out for a fraction of
that, about $25 billion.

Jackie DeAngelis was at the company headquarters in Texas for the vote
and has more on Dell (NASDAQ:DELL)`s past, present and future.


After three failed attempts to approve a proposal from CEO Michael Dell
(NASDAQ:DELL) to take the company private in a near $25 billion deal, Dell
(NASDAQ:DELL) shareholders, including James Leach, finally voted today.
The results are in, in the affirmative.

JAMES LEACH, DELL SHAREHOLDER: Well, it wasn`t any different from
what I eventually expected.

DEANGELIS: The big move for the struggling PC maker formed by Michael
Dell (NASDAQ:DELL) himself in his dorm room at the age of 19. Once hailed
as a revolutionary company for direct sales model, Dell (NASDAQ:DELL) even
topped “Fortune Magazine`s” list of America`s most admired companies. But
now, it`s going private in hopes of turning itself around.

But inside the meeting room today, shareholders had mixed feelings.
Some were relieved, concerned that Dell (NASDAQ:DELL) stock price could
falter more amidst the uncertainty. Others worried that $13.75 a share
undervalues the company and leaves Dell (NASDAQ:DELL) himself the
beneficiary of any kind of come back.

LEACH: A long-term shareholder that prices have been a lot higher,
and if I rode it this far, I could go all the way.

DEANGELIS: For those who want to keep the company public, their
sentiment echoing the activist investor Carl Icahn who opposed to the deal,
even trying to fight it in court before throwing in the towel earlier this
week, saying it would almost be impossible to win.

CARL ICAHN, BILLIONAIRE INVESTOR: I figure that we can`t win. It was
just too difficult.

DEANGELIS: Shareholders in Icahn`s camp thought the vote was skewed
to Michael Dell (NASDAQ:DELL)`s favor when Dell (NASDAQ:DELL)`s special
committee changed the voting rules after the last meeting, altering the
record dates and how extensions would be counted. On a call following
today`s vote, Michael Dell (NASDAQ:DELL) said he was pleased.

for the customers and company, and I`m more than excited to move even
faster towards our goal of becoming the industry`s leading provider of
scalable end-to-end technology solutions.

DEANGELIS (on camera): While today`s decision is just part of Dell
(NASDAQ:DELL)`s next chapter, now, it`s up to Michael Dell (NASDAQ:DELL)
and Silver Lake Partners to only devise but execute a strategy to turn the
struggling PC maker around. And there are a lot of people out there who
think it`s very doable and Michael Dell (NASDAQ:DELL) will certainly reap
the benefit of that turnaround if it is possible.



GHARIB: Joining us to talk more about the chapter is JP Eggers. He`s
professor of management at New York University`s Stern School of Business.

Professor Eggers, nice to have you back again.

So, you just heard Michael Dell (NASDAQ:DELL) saying that this is a
great outcome. But what does he have to do to reinvent his company, to re-
jigger it so that it will be a success as a private company?

JP EGGERS, NYU PROFESSOR OF MANAGEMENT: This was going to require a
significant change of the organization. Obviously, the decision to go
private is kind of to move away from the eyes of Wall Street, to look at
longer term targets and to really try and completely reinvent the
organization from the ground up. There is really no more money to be made
in the PC market, certainly for Dell (NASDAQ:DELL) at this point in time.

So, this move to services nine years after IBM sold off its PC
division and made the same move in many ways will be a very difficult
challenge that they`re going to try and acquire skills, restructure the
organization and build an entirely new system for the firm.

MATHISEN: Does going private give Dell (NASDAQ:DELL) the best chance
of success at this challenge? And, secondly, Mr. Dell (NASDAQ:DELL) has
basically been there at the helm or closely involved with that company
throughout this most recent period. Why should anyone think that he now
has the right recipe to fix it?

EGGERS: Well, as far as why he has the recipe to fix it, you know, he
certainly was the visionary that started this off in the first place, and
he`s put a lot of his own money on the table in order to try and make this
work. Whether we believe he deserves a chance based on that, it`s hard to
tell. But, you know, it`s a very difficult thing to try and reorganize a
business that`s been so focused on the PC market while publicly traded
because trying to disentangle itself from that space and move into a
completely different area is a very difficult thing to do when you look at
quarterly returns and getting pressure from analysts.

Moving private gives him a chance to think longer term, to try and
build again from the ground up this way. And it certainly gives them the
flexibility and privacy to try and take this thing in a new direction.

GHARIB: You know, there is this perception that you can be more
innovative if you`re private rather than a public company. We just
reported now that Twitter is going to go public. So, it makes you wonder,
is that really true?

EGGERS: Well — so, it`s actually — there is a lot of data to
support the idea companies become less innovative when they go IPO, when
they go public in the first place. A lot of the original innovators within
the organization tend to leave. They like to be in smaller companies.
They can cash out with the stock options that they have.

The pressure to move towards quarterly earnings certainly tends to
diminish innovations, certainly radical innovation. More incremental
things continue to happen. And for the most part, companies that go public
then can use that money to acquire innovations in the outside market.
There is much less detail if we really try and say what happens when a
company goes private, whether it gets the same benefit, but a small startup

But certainly, the potential is there to focus on longer term gains
and to provide the kind of stock option incentives should the company later
go public or get acquired again, that can actually provide the right
incentive for innovators within the firm to be successful.

MATHISEN: Is Dell (NASDAQ:DELL)`s experience a lesson to other
companies? That`s question one.

And number two, when you just sort of hinted at, do you expect to see
Dell (NASDAQ:DELL) go public at some point, way down the road?

EGGERS: Again, I`ll go to the second question first. I mean,
certainly, there`s got to be an exit strategy at some point in time. We
think that the vision would be to reorganize the organization, take some
time and rebuild the business model and then, yes, to try and go public
again or to be sold off at some point in time.

As far as the lesson to organizations, Dell (NASDAQ:DELL) is in many
ways just the latest in a very, very long line of one-time leading iconic
organizations fallen on hard times. You can look at Kodak, you can look at
Polaroid, you can look at Blockbuster Video, and many ways, you can look at
where Microsoft (NASDAQ:MSFT) finds itself at this point in time and feel
the exact same way. Many companies have been successful for long periods
and that success has actually led to their downfalls in many ways.

GHARIB: Certainly a story to be continued.

Professor Eggers, thank you so much for coming on the program.

EGGERS: Thank you.

GHARIB: JP Eggers, he`s professor of management at New York
University`s Stern School of Business.

MATHISEN: Well, on Wall Street, the big September rally hit the
snooze button today. The S&P 500 seven-session win streak was snapped, as
we mentioned earlier, and so was the Dow`s run of three consecutive triple-
digit gains. The Dow ended the first loss of the week, despite big stock
moving news from one of its components, Disney (NYSE:DIS).

The house of the mouse announced it will buy back up to $8 billion in
shares. That sent Disney (NYSE:DIS) stock up more than 2 percent today.
Nevertheless, the Dow dropped nearly 26 points to 15,300, and the S&P 500
dipped 5.71 to 1,683, and the NASDAQ composite fell nine, to close at

The price of gold under pressure today, tumbling 33 an ounce to a
four-week low as the safe haven run up in prices appears to be unwinding.

GHARIB: The U.S. government posted a narrower budget short fall in
August compared to the same month a year ago. Last month`s budget gap of
$148 billion is keeping the nation on track to keep this year`s budget
deficit under $1 trillion for the first time in five years.

MATHISEN: An encouraging development for Wal-Mart (NYSE:WMT) and its
plans to open as many as six new stores in the nation`s capital. The mayor
of D.C. vetoed a bill that would force the chain and other big box
retailers in the city to pay workers as much as a 50 percent premium over
the minimum wage of $8.25 an hour. The bill was approved by Washington`s
city council two months ago, but today, their mayor, Vincent Gray, called
it a job killer.

GHARIB: And still ahead on the program, tying CEO pay to company
performance, is it working? That`s coming up.

But, first, how the international markets closed today.


MATHISEN: There has been a big push to tie company performance to CEO
pay and a new study out today takes a look at whether it`s working.

Mary Thompson joins us with more on the findings.

So, Mary, is it working?

it`s interesting. This was a survey done for “The Wall Street Journal” by
the pay researcher Equilar and what it looked at is performance-based
grants that were made from 2008 to 2010. And it and found in 2/3 of the
grants, the CEO actually met or exceeded expectations.

So, it looks like boards are getting pay aligned with performance.
However, you don`t have any benchmark to compare it to. You don`t know how
a company performed in paper forms in past years using other types of pay.

GHARIB: And this is a good year to perform well. The economy was
improving. The stock market was booming, easy for CEOs to meet targets,

THOMPSON: Well, you know, that`s part of the issue with performance-
based pay because a lot of that is driven by the economy. So, some people
say, you have to kind of take it with a grain of salt when you see them
meet or exceed these expectations, and so many of them did.

MATHISEN: Is pay coming down?

THOMPSON: Not really. It dipped —

MATHISEN: We`re not saying that here.

THOMPSON: But pay is still pretty significant and that`s — you know,
it`s still a concern out there.

MATHISEN: So, is this a case where the guys and women who do not
exceed the goals make less but they are still making a lot? It`s not like
they are really —

THOMPSON: They are really hurting.

You know, there is a new term out there called “realizable pay”, and
what it takes into account if you receive options or performance based
stocks, they may be valued at different levels during different times
depending on the stock base performance.

So, let`s take a look at Larry Ellison. If you added up all the
compensation being given let`s say over the last couple years, his
compensation would be double what the realized or current market value of
their compensation is in large part because Oracle (NASDAQ:ORCL) stock
hasn`t performed as well as many expected so his options are under water,
and he hasn`t met some other performance targets.

MATHISEN: Very interesting study.

Mary, thank you very much.


MATHISEN: Mary Thompson, reporting.

GHARIB: AMR (NYSE:AMR) has been cleared for take off. A federal
bankruptcy judge has OK`d plans by the parent of American Airlines to exit
bankruptcy protection and go ahead with its plans to merge with U.S.
Airways. But there`s a hitch, the merger is still contingent on the
outcome of the Justice Department`s lawsuit to stop the carrier from
joining forces with U.S. Airways because it could lead to higher fares and
less competition.

Well, it`s almost check in time for Hilton Hotels on Wall Street. The
giant hotel operator which is owned by private equity firm the Blackstone
Group filed paperwork today to begin selling stock to the public. Hilton
plans to use some of the $1 billion it hopes to raise from the stock sales
to pay down some debt.

MATHISEN: Well, we begin “Market Focus” tonight with a stock that`s
experienced some sheer drops this year and did again today.

Lululemon cutting its outlook for full-year sales and profits. The
yoga wear retailer says the quarter gone got off to a weak start because of
late deliveries for its fall products and the recall of a signature item.
Now, the company is also still looking for a new CEO. Investors didn`t
seem to care that the company beat earnings estimates. The stock punished
today, down more than 5 percent to $65.29.

Men`s Warehouse also having a tough day. The men`s clothing retailer
cutting its full-year guidance after missing Wall Street earnings
estimates. The company said it was hurt by one-time charges and an early
Easter that pushed prom tuxedo rentals earlier than usual. This quarterly
release is the first without company founder George Zimmer who was ousted
over the summer.

You`re not going to like the way the stock look today. Neither will
he. It fell 12 percent to $34.08.

GHARIB: The board of Mead Johnson, this is the maker of Enfamil
formula, approving a $500 million stock buyback plan. This is in addition
to another buyback program approved back in 2010. The chairman says the
move reflects confidence in the company`s future. The stock rose a
fraction to $74.75.

Royal Caribbean is doubling its dividend coming under pressure from
its largest shareholder. The cruise liner increased its quarterly dividend
to 25 cents, up from 12 cents, payable on October 8th. The company will
also start holding annual elections for its directors, eliminating stagger
terms. The stock rose a bit to $38.95.

And regional banking deal announced today, Umpqua (NASDAQ:UMPQ)
Holdings, Oregon`s biggest bank, is paying $2 billion in stock and cash to
buy Sterling Financial (NASDAQ:STSA). The acquisition doubles Umpqua
(NASDAQ:UMPQ)`s size to almost 400 branches. Shares of Umpqua
(NASDAQ:UMPQ) tumbled to $16.14. Sterling Financial (NASDAQ:STSA), though,
surged nearly 7 percent, to $28.40.

MATHISEN: So, what is the risk of having a great idea? Well, one of
them is that someone else likes it as much as you do, so they copy it. And
that`s what`s happened to Rainbow Loom, the creator of colorful bracelet
making kits that have become a national hit, including with my little guy.
The company filed a lawsuit against its rival Zenacon, the maker of Fun
Loom, accusing it of copying its idea, right down to the trademark plastic
C-shape fastener that holds the bracelets together.

Joining us now to discuss the story is Sarah Needleman. She`s a small
business reporter at “The Wall Street Journal”, who did a fascinating story
about Rainbow Loom.

I can`t get enough of it, Sarah. My son is crazy — I`m wearing it on
my wrists here. You got some, too. They are seriously the rage.

Now, the crux of this suit boils down to a C-shaped plastic fastener.
Somebody can`t patent the letter C or this fastener, can they?

Choon Ng, the creator of Rainbow Loom, did get a patent for the ring loom
kit, which includes the C-clip. The patent covers the C-type hook that`s
used to grab the rubber bands and loom as well. But the C-shaped clip is
one of the biggest parts of the complaint. So that`s what we focused on.

GHARIB: I thought what was interesting in your story today about this
whole patent ball is that this is a small business. It was a very
motivated CEO who came up with this very bright idea, and now, he wants to
protect his business from knockoffs.

So, how does a small business guy without lawsuits and legal fees and
all of that protect their ideas?

NEEDLEMAN: Well, attorneys typically recommend that an entrepreneur
goes and gets like a provisional patent. That gives you one year patent to
protect your idea. It`s a couple hundred dollars. You spent that one year
testing that market to see if your product is really something that could
be a seller.

And if it is, then it`s worth the investment to some people, to go
ahead and apply for a patent, which can be several thousand dollars,
$10,000 to $15,000, it could take two years. If you are granted it, it`s
good from the time you filed for the original, provisional patents. So,
you`re protected.

MATHISEN: So the Rainbow Loom owner is going after not only Fun Loom
maker, but also Toys “R” Us, which is the seller of the Fun Loom and at
least one other manufacturer, Crazy Zoom. How many of these looms are
being sold and at what price?


MATHISEN: And why didn`t I think about it?


NEEDLEMAN: They usually cost about $15 at retail. Choon Ng, the
creator of Rainbow Loom, is suing both Zenacon, which is the company that
makes Fun Loon. It`s suing Toys “R” Us for selling Crazy Loom which is
made by another small company.

GHARIB: Well, it seems like the CEO is saying he created this market,
everybody has copied him, and he`s really trying to put them out of
business. Can you really patent a market? I mean, are the chances that
he`s going to be successful in this lawsuit?

NEEDLEMAN: Well, he`s not patenting the market. And by the way, he
did say he sold more than 1.2 million Rainbow Loom kits. And you can
imagine, there`s many, many more that have been sold under these different
brands. But he`s patented the kit itself and all the other components of
it, and that`s been the entrepreneur`s best protection. And you have to be
very vigilant and look out there for knock offs and go after them

MATHISEN: I guess the danger in this day and age, Sarah, in part is
that with the speed of manufacturing and the ability to copy things through
3D printers and other means, that you can come to market with a close
knockoff very, very quickly. And that`s one of the dangers here.

He`s really only been on the market of what — he quit his job a year
ago. He was working at Nissan as a crash test guy and he quit his job a
year ago.

So, is that really the point here that you can come out to market with
a copy cat product or copy product, though, they, of course, would say it`s
not a copy cat, very quickly?

NEEDLEMAN: You can manufacture a product faster today than you did
just a few years ago and 3D printing is a big part because you can make a
mold very quickly from home. They`re not as expensive as they used to be,
and then you can come up with an exact model that you want, send it off to
a manufacturer. You can set up an e-commerce site very quickly. You can
even sell e-commerce through Facebook (NASDAQ:FB) now.

So, it`s a much quicker process and those knock offs or alleged knock
offs can come out very quickly, and you have to pay attention.

MATHISEN: All right. Sarah, thank you very much. Sarah Needleman,
small business reporter at “The Wall Street Journal”. And coming up, just
how far are home builders willing to go to give potential buyers what they
want? You might be surprised by the answer.

But, first, take a look at commodities, treasuries and currencies.


GHARIB: Fewer Americans are defaulting on their home loans.
Foreclosures fell to a low last month, dropping another 8 percent from the
month prior. And they`re down a staggering 44 percent from August of last

So, what`s going on? RealtyTrac credits higher home values, steady
job growth and fewer troubled loans.

MATHISEN: But even with the housing market in recovery mode, some
home builders are working with potential buyers to figure out what they
really want in a new home. One big builder has even made a sort of test
kitchen for housing to see what will sell.

Diana Olick has our story.


nondescript warehouse by Chicago`s O`Hare Airport, faulty group is doing
what it does best, building homes or at least frames of homes, complete
with cardboard kitchens and paper fireplaces.

UNIDENTIFIED FEMALE: It`s amazing what people know and what they can
imagine when they walked in to an atmosphere like this.

OLICK: This unique market research is the brain child of the Pulte
CMO Deborah Wahl, who for 20 years helped sell cars.

watching one of our chief engineers at Toyota (NYSE:TM) who spent a whole
year watching how people interact and use their product, their vehicle.
And we decide that would be the best thing to do here, have people run
through homes, see what they need, how they would interact, where they
would go. And then as a team, we start to work in, how can we actually do
this in a home building?

OLICK: That`s why they are running focus groups through the homes,
literally walking them through the floor plans.

UNIDENTIFIED MALE: As a researcher, I want to know how you feel about
these two homes. And I want you to be very open and honest with me.

UNIDENTIFIED FEMALE: I just like the openness of not feeling the
foyer when you walk in the walls.

UNIDENTIFIED FEMALE: As you walk through the room, you can figure out
where your kids would be, where the furniture would be, it really seemed to
help out a lot.

OLICK: Pulte will run through the models for about a week and then
move on to another market. They say they`ll get at least five new ideas
from each one of these events.

(on camera): One idea that came from a recent group is this kid`s
work center that`s visible from the kitchen, and the idea was so popular in
fact that within a year, the room became a reality.

say most fires are more practical than their purpose. Wherein the past,
consumers perhaps were more interested in more is better. They`re not as
interested in that.

OLICK (voice-over): Buyers today are looking for larger mud rooms,
better organizational space, bigger bathrooms for the kids and full home
automation, where everything from the lights, the locks, the alarm system,
heat and AC can be controlled from your smartphone.

WAHL: We tested. Does this really work? Can we do this? And the
information is incredibly valuable.

OLICK: Because in today`s competitive housing market, knowledge is
power and knowing what the buyers want is just as important as knowing what
they do not want.

For NIGHTLY BUSINESS REPORT, I`m Diana Olick in Chicago.


GHARIB: And finally tonight, author J.K. Rowling appears to have a
little bit more magic in her. Warner Brothers Studio announce that the
author of the wildly popular “Harry Potter” books has signed a deal to
write one more screenplay based on a little-known character from the
series. The story will be about Newt Scamander and his book “Fantastic
Beasts and Where to Find Him.” It`s one the textbook Harry and his friend
study at Hogwarts School. The story will start in New York City 70 years
before Harry was even born.

And, Tyler, you know, she`s a money machine. She`s sold half a
billion books, eight movies came out of them, $8 billion at the box office.
Now, this deal —


MATHISEN: Rides at theme parks and now this deal to continue. I`ve
got my Rainbow Looms. That`s what I got.

GHARIB: He loves that.

Anyway, that`s NIGHTLY BUSINESS REPORT for us. For more on the
business stories that we covered tonight, go to our Web site,

MATHISEN: And I`m Tyler Mathisen. Thanks for joining us tonight.
Have a great evening, everybody. And we`ll see you back here tomorrow


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