| CORPORATE FINANCE |
July/August
2005 |
HOW TO TALK TO A HEDGE FUND
(And you must.) Even shortsighted
short sellers are too powerful to ignore.
By Joseph McCafferty
Like the day traders of the late 1990s,
hedge funds are plaguing investor-relations (IR) departments.
Notorious for short selling – and holding stocks for
days or even hours, rather than years – most funds are
not the type of buy-and-hold investors that companies relish.
Hedge funds often swoop in and play the arbitrage after mergers
are disclosed, sell shares after an earnings release, or move
in and out of stocks on a daily basis to exploit slight discrepancies
between share prices and convertible bonds. Such short-term
trading can cause volatility and, worse, push share prices
down.
For all these reasons, many companies
fear communicating with the funds. But unlike pajama-clad
day traders, hedge funds have massive amounts of capital at
their disposal. While companies were advised to give day traders
the cold shoulder in hopes that they would go away, today’s
experts warn that shunning fund managers is a bad idea.
Clearly, hedge funds aren’t going
away any time soon. In fact, more than 8,000 of them now hold
nearly US$1trn in assets, according to an estimate by the
Hennessee Group, a US-based hedge-fund advisor. Catering largely
to wealthy individuals and institutional investors, the funds
represent one of the fastest-growing investment segments.
An estimated US$75bn poured into them last year alone. Add
the US$64bn in investment gains, and overall industry assets
swelled by roughly 17% during 2004. But exact numbers are
hard to come by in a hedge-fund world that’s often shadowy
and secretive. Unlike their mutual-fund cousins, hedge funds
draw very little scrutiny, and few disclose much information
about their holdings or investment strategies. Their secrecy,
in fact, is yet another reason companies may be reluctant
to talk to them.
Model Investors? Yet to some IR professionals,
hedge funds present more opportunity than danger. “One
trillion [dollars] in assets can’t be ignored,”
says Louis Thompson, president and CEO of the National Investor
Relations Institute in the US. He advises sorting through
the funds and targeting those that may be a good fit with
the shareholder base. And while he admits that some hedge
funds have earned their reputation as fearsome short sellers,
“they’re not all bad,” he insists. “Some
are longer-term shareholders than many mutual funds.”
Randi Paikoff Feigin, IR vice president at Juniper Networks,
a US-based computer networking company, speaks with hedge-fund
representatives regularly. “They have money,”
she says, “and they go long plenty of the time.”
Indeed, at certain times and in certain
industries, hedge funds are considered model investors. That’s
true these days in biotech and aerospace, for example, where
funds are often seen as bringing unusual depth and intelligence
to their research. “Their analysts are some of the best
I talk to,” says Paul Gifford, IR vice president at
Goodrich, a global aviation and defense supplier based in
the US. “We have many holders that are hedge funds,
and since the aerospace cycle is improving, most are long.”
Pam Murphy, who heads IR and corporate communications at US
biotech firm Incyte, says hedge-fund analysts are “important
in the space because they tend to be very bright and educated
on the science.” Analysts at the hedge funds, which
account for close to a third of Incyte’s outstanding
shares, “are often right out of med school.”
Even when hedge funds aren’t such
ideal shareholders, many IR officers consider communicating
with them to be a duty. Mark Aaron, IR vice president at Tiffany
in New York, says he’s inclined to converse with all
holders that have an interest in the jewelry concern, even
if their investment objectives aren’t aligned with Tiffany’s.
“Hedge funds are here to stay, so companies better get
used to talking to them,” he says.
Others in IR suggest that it’s because
the funds often take aggressive positions that companies should
communicate with them – seeing that link as the only
chance at managing their actions, at least in a small way.
While Aaron admits that dealing with hedge funds is “not
always that pleasant when all they want to know is how the
current quarter is going,” he makes time for it anyway.
Information Gluttons Such tolerance, though,
is far from the norm. “Plenty of companies have closed
off communication with hedge funds, especially if they have
been burned by them in the past,” says Stacey Ternowchek,
executive vice president of analytic services for Thomson
Financial’s Corporate Group, which conducts investor
targeting for companies. Some funds take short positions,
then spread rumors to push stocks down, she explains. About
half of Thomson’s corporate clients have called in the
past year or two looking for advice on dealing with funds.
Her response: “The only way you can manage investors’
behavior is to make sure they are making decisions in a fully
informed fashion.” In other words, speak up.
Often when companies do take phone calls
from fund managers and analysts, or field their questions
during conference calls, they still stop short of targeting
them as investors. While Ternowchek says it’s smart
to keep lines of communication open, she doesn’t believe
that actively pursuing hedge funds is always a good idea.
“They are incredibly difficult to deal with,”
she says, and not just because they trade over short cycles.
“They have an insatiable thirst for information,”
she explains, and often have hidden motives. For example,
it’s not uncommon for hedge funds to feign interest
in a company just to get more data on a competitor or the
entire industry. Further, she says, “they are always
pushing the envelope and seeking alternative methods of information
gathering.”
Some fund managers also try to pry out
information that company officers are barred from revealing
by Regulation Fair Disclosure, which prohibits the selective
release of information. US-based Darden Restaurants, which
owns and operates such chains as Red Lobster and Olive Garden,
often gets calls from hedge-fund managers seeking early indicators
as its monthly sales release approaches, for example. “You’ve
got to be on your toes,” says Matthew Stroud, Darden’s
vice president of IR. “Some are very persistent.”
Like most companies, Darden has a prerelease blackout period
covering such investor conversations.
The blackouts don’t always deter
the hedge funds. “They’re aggressive in terms
of research,” says Stroud. Fund analysts have been known
to contact customers, suppliers, and lower-level employees
in pursuit of a trading edge. Darden store managers sometimes
get calls from individuals asking about restaurant sales trends,
says Stroud. He suspects the callers are being paid by funds
to gather store-based data. All Darden can do is stress that
company policy prohibits release of the data outside proper
channels, and violating the policy is grounds for dismissal.
Such fishing for information hasn’t
soured Stroud on hedge funds, though. “Most of them
play by the rules,” he says. A few have held Darden
shares for more than two years, and some are on lists of funds
that the company wants to target as shareholders.
Hedged In IR executives who find hedge-fund
managers sharp and knowledgeable about their industries suggest
that other investors often are influenced by the trading activity
of the funds – or at least what they can see of it.
(A fund must file quarterly reports only if it has assets
of more than US$100m.)
At Incyte, Pam Murphy believes that many
problems associated with the short-term trading by hedge funds
are offset by the liquidity this provides for other investors.
She tries to promote a long-term vision of the company among
hedge funds, and increasingly meets with those funds that
come closest to fitting the company’s investor profile.
About 60% of all her investor meetings involve hedge funds,
she says.
When companies do meet with the funds,
the reason may reflect the funds’ financial clout as
much as their place in the investor profile. Hedge funds,
which tend to be high-volume traders, create more commissions
on Wall Street than traditional investors do. It’s no
surprise, then, that funds today are targeted more often to
attend road shows and other events planned by investment banks.
Thus, companies using those bankers to help raise capital
may have no choice but to talk to hedge funds.
“Salespeople want to point you in
the direction of hedge funds because they are the ones paying
the bills,” says Darden’s Stroud, who adds that
companies should also insist on seeing mutual funds that fit
investor profiles. “If you lie down and roll over,”
he says, “you are just going to be visiting hedge funds
all day.”
While it is important to communicate with
hedge funds, Thomson’s Ternowchek suggests saving top
management for traditional investors, and working with hedge
funds at the IR level. To be sure, hedge funds will crave
access to the CFO and CEO. “These people are very secretive
about their own processes, yet they want the world to be an
open book,” she says. “It creates some tension.”
Even if that drives an IR person crazy,
the best way to cut the tension may be to take a page from
Darden’s book in dealing with hedge funds. Says Stroud:
“We don’t treat them any differently than we treat
other investors.” 
Joseph McCafferty
is news editor of CFO in the US.
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