Mantle Ridge Letter to $CSX

I read with interest your press release announcing a special meeting to poll shareholders on their views about our proposals.

Hunter and I are committed exclusively to finding ways to maximize shareholder value here. We know that the Board shares this objective.

Because every day’s delay in beginning to implement Precision Scheduled Railroading (PSR) under conditions that enable its success costs the Company dearly, it is in the shareholders’ best interest that we promptly resolve this through negotiation rather than wait months. Continuing the exploration for common ground makes sense. As I have said in my earliest communications with you, and in each correspondence since, I am convinced there is ample room for agreement. We have been standing by since last week for constructive counterproposals and we are ready to discuss them as they arrive.

Early on in this process, I explained that we were looking to you to help us shape a solution that the Board would embrace, and that would best advance the shareholders’ objective of a swift and certain transformation. I made that clear in my January 24thletter to the Board. The relevant passage is below:

“You Are Necessarily the Leader of this Process

For a variety of reasons, you are uniquely positioned to lead: you know the Company, the people, and the dynamics at the Board and in the executive ranks; you have had dealings with me, and you know Hunter by reputation; you have engineered countless deals; and you have been through a somewhat similar (but the differences are greater than the similarities) experience in the past. We seek your guidance in supporting your leadership.”

We remain hopeful, Ned, that you and we can together craft a solution that works for all. If so the shareholder wins big.

In the spirit of continuing to engage with you pending the special meeting, I thought it would be useful for me to give you some high-level input on what you said in the press release, to discuss process, and a proposed path forward.

Governance

The press release suggests that Mantle Ridge is looking for “substantial board representation.” In fact, we are requesting only a single Mantle Ridge representative on the Board (me). Neither Hunter nor the other Board slots we discussed represents Mantle Ridge in any way.

The press release goes on to say that Mantle Ridge wants to designate six directors and suggests that granting our ask would grant us effective control. In fact, you and I were engaged in a process to identify high quality independent people that the Board and Mantle Ridge could embrace. As part of that process, I gave you a list (including lengthy bios) of 11 exceptional individuals with broad and relevant experience. None of them has any relationship with me outside of my efforts to recharge the CSX Board. Each one is entirely independent of me and is committed to acting in the best interests of all of the shareholders. Each one would make a superb board member.

You indicated to me that you were impressed with the list. You agreed that the Board would not consider any of the people on the list surrogates of mine, or anything but truly independent and qualified. I offered to arrange for you and the governance committee to meet any or all of the candidates. You assured me that there was no need to do that, since you were confident that together we could settle on people from that list once we settled on the other issues.

Why are we asking that new directors be added? As we’ve discussed, Precision Scheduled Railroading requires dramatic operational and cultural change. Change like that starts at the top, with significant new blood on the Board not wed to the old ways or legacy decisions and with no ties to any previous strategy or any one. The messaging to all concerned constituencies that the external change agent – Hunter – is coming in with very substantial support empowers Hunter. Conversely, without enormous board support, the outcome and rate of the transformation will be at risk. As Hunter said in our own press release, “if we create the right conditions for success, we have the best chances for success.”

When I mentioned “conditions for success,” you asked what that means. I explained to you and the rest of the Board that the conditions at CP were ideal (from early on during the transformation, new independent directors comprised a majority of the board). But I also said I think that something less than that would be workable at CSX and that I was open to exploring any proposals that you suggested could work. More generally, I have said repeatedly, that my view of how well a proposed governance deal will affect Hunter’s ability to succeed is based on an assessment of roll-offs, additions, and board roles/committees. No one of these dimensions can be considered on its own. They are a package. It is a balancing act. And different packages and permutations can work. The question before us is which package or permutation is acceptable to the Board, and sufficiently empowers Hunter to deliver for the shareholders.

I must confess, however, I was made somewhat cautious during this process. The Board’s letter to Hunter proposed that he be hired for only two years, not the four we explained was necessary. This raised concerns relating to the Board’s commitment to the transformation. That lack of commitment could create material risk to the timely and successful implementation of PSR. Having lived this, I cannot overemphasize the risk this brings to our delivering to shareholders the swift and certain transformation they want and expect.

With that in mind, I told you that the addition of three independent directors the Board offered was better than its initial offer of two. I suggested you take four back for consideration.

I also made clear that I was open to different approaches concerning how quickly the Board size comes down. I note that Tuesday’s press release could be read to say we were looking for the Board to drop down to 12 after John Breaux ages out in 2018. I never made that ask, and in fact I had just assumed that the reconstituted Board would find a replacement when he chooses to step down. I said that I considered Mr. Breaux a valuable member of the Board and explicitly said more than once that a retirement age cap should not get in the way of his continuing to serve for many years if that was his preference. I continue to hope he stays for a while.

Similarly, when we discussed committee composition and leadership, I gave you my thoughts but made clear that when the time comes we would sit down and agree on a list. I said that it made sense for the new directors to occupy a minority of the committee chairs. I explained that the committees that were most important for the transformation to succeed were Governance and Compensation and that it made sense that two of the independents occupy those.

For avoidance of doubt, Mantle Ridge has been seeking to add to the Board only one representative, plus Hunter, plus independent people. The sole prism through which we should evaluate the number of new directors that should be added to the Board is the best interests of the Company. That the board restructuring we are discussing comes in connection with an activist whose holdings are 5% of the Company, or 1%, or 15% is irrelevant. The size and nature of the restructuring should be solely a function of the shareholders’ best interests, which I think you agree requires installing Hunter and creating the conditions for him to succeed. No other consideration – the size of the proposing shareholder or otherwise – should be a factor. Mantle Ridge is in no way seeking or gaining control, and remains open to discussions about the details. This is not a “battle for control”.

Compensation

The press release suggests that Hunter is asking for a $300 million compensation package. In our view, that’s a major mischaracterization. Regrettably, it has confused the shareholders.

Hunter’s compensation package adds up to approximately $32 million per year for four years, of which approximately $20 million per year is explicitly performance based and should therefore be discounted in the customary and substantial way performance based grants normally get discounted for compensation and accounting purposes.

In addition to Hunter’s compensation package, there is a one-time cost of extraction from CP (i.e., the value Hunter forfeited in order to free him up from his two-year non-compete and allow him to work at CSX), which should not be viewed as compensation. That cost is $84 million plus a gross up of somewhere between $0 and $23 million (depending on Hunter’s tax position). Importantly, as you know, in no way does Mantle Ridge receive any economic gain from this arrangement. As a matter of fact, Mantle Ridge’s investors assumed this liability to effect the release of Mr. Harrison from his non-compete and make him available to solve CSX’s succession problem. This just covers that cost.

Aside from our different ways of characterizing the one-time cost of extraction, the main difference between our number and yours is the value of the option grant. The $160 million referenced in the Company’s press release confuses the matter. That figure does not fairly represent the economic cost of this package to the Company, or its value to Hunter. And it should not be the basis for evaluating the package.

As you and I discussed, in our view the proper way to think about that value is to view it against the unaffected stock price of $36.88 rather than today’s “Hunter rally” price. The market has already baked in anticipated strong execution by Hunter worth $10 per share and, since his strike price will be based on the inflated date-of-grant price, Hunter will receive no in-the-money value for that first $10 per share of his value creation. For this reason, we believe the economically correct view is that he was granted an option that is $10 per share out of the money on the day of grant. Viewed that way, the Black-Scholes value of the grant is only $78 million, and half of that grant is performance based (based on goals that no other CEO in this industry has reached) and as such should be accounted for at a large discount. It only has meaningful value if Hunter knocks the cover off the ball, in which case the magnitude of the package would be de minimis relative to the value he uniquely could create. And it would certainly be deserved.

This is the correct characterization of the economic cost of the package to shareholders and the economic value to Hunter. We had discussed this verbally a couple of times and you seemed to follow the analysis and accept the conclusion.

Importantly, because under the proposal Hunter’s options are so far out of the money relative to the pre-Hunter price, it is important that we never lose sight of the fact that his package is worth very little unless he performs spectacularly.

As with the governance proposal, we are looking for your guidance in shaping a deal that works for all.

Process

Ned, a lot of the points you raised in the press release could easily have been addressed through continued back and forth, but the back and forth stopped. Hunter and I (and our counsel) repeatedly asked for a counter on the compensation and governance terms, but we never received one. Instead, we have a special meeting that will distract current management and – more importantly – will delay roll out of PSR and disrupt the Company’s operations. When you compare this cost with the cost of the questions at issue, it becomes clear that the Board should redouble its effort to get a settlement. Again, you are clearly the best party to get us there, and we continue to look to you for guidance on proposals that would work.

With that in mind, as you and I gear up for the special meeting, I remain open to engaging constructively with you in a way that could bring this to a more rapid and satisfactory close for the shareholders.

Proposal

Over the last 24 hours, I have spoken to many shareholders of the Company. Without exception, they share our eagerness to get Hunter into the seat as quickly as possible under conditions for success that would enable him replicate the CP transformation. They agree that the cost to the Company of delaying this outcome until a Special Meeting gets scheduled in April, or possibly later, is dear. None of us wants to wait.

I would ask the Board to consider the clarification of the underlying economics of Hunter’s compensation package we provide above and to reconsider whether they can consider accepting it, or at least providing a counter proposal.

Concerning the governance proposal, this is a soft and tricky exercise in judgment that balances additions, roll-offs, and roles/committees. If the Board can commit to a process that promptly gets us to a four-year deal with Hunter, that will in my mind be a sufficient gesture of commitment that we can go forward with the addition of me and Hunter and three of the independent directors (rather than the four in our last proposal), with continued discussion concerning roll-offs, committee composition, and roles.

Ned, we have come a long way. We are close. We owe it to the shareholders to get a deal done promptly. Let’s do it. If you are willing, we are glad to meet in person and hammer this out this weekend, hopefully delivering good news to the shareholders early next week.

As before, I've taken the liberty of copying the other members of the Board as well as Ms. Fitzsimmons. Ms. Fitzsimmons, please pass on copies of this letter to every other Board member.

Engaged Capital Letter To Rent-A-Center

Thank you for taking the time to speak with me on Monday. Your candor in discussing both the opportunities and challenges to creating shareholder value at Rent-A-Center (“RCII” or “the Company”) was appreciated.  As a follow up to our call, and given the abrupt departure of the Company’s Chief Financial Officer, I wanted to share with you and the rest of the Board our thoughts regarding actions the Board should consider to create shareholder value at RCII.  As you know, together with its affiliates, Engaged Capital, LLC (“Engaged”) currently owns over 4% of the outstanding shares of the Company, making us a top five shareholder.  I hope the Board finds our thoughts, as one of the Company’s largest shareholders, to be helpful as it deliberates the best path forward for the Company.

From our conversation it was clear we agree that RCII’s largest asset is perhaps its largest (public market) liability.  The nature of the rent-to-own (“RTO”) transaction itself provides a unique and protective moat around the business compared to the significant secular pressures being felt by almost all areas of the retail sector.  As I think you stated in our call, and to which we agree, the RTO industry is less vulnerable to being “Amazoned” given the role collections, both of cash and of merchandise, play in properly managing a RTO business.  The defensible nature of the business is what initially attracted us to RCII and has proven true given the substantial cash the business will generate this year, despite woefully poor operating performance.

This strength of the business, however, is also its Achilles’ heel to public market investors.  The RTO industry straddles both retail and consumer finance and therefore is largely misunderstood by investors.  Issues of business complexity are further compounded by the (incorrect) impression that RTO businesses are predatory lenders, taking advantage of a financially-challenged customer by locking them into expensive obligations which perpetuates a “cycle-of-debt.”  While we agree this is not the case, the unfortunate truth is that perception is reality, especially in the case of public market investors.  We have a hard time believing that any RTO company can receive a fair public market valuation given the above issues.

In the specific case of RCII, the Company finds itself not only fighting an uphill battle against false assumptions regarding the RTO industry, but additionally battling a number of self-inflicted issues that have helped to destroy significant shareholder value.  In fact, over almost any time period over the last ten years, RCII has materially underperformed both its largest public peer and the relevant equity indices. Worse, on an absolute basis, RCII has destroyed half of its shareholders’ value over the last ten years.

RCII shareholders have suffered one self-inflicted setback after another, whether it be a failed international growth strategy in Mexico, the write-down of over $35 million in mobile phone inventory, hiccups in Acceptance Now growth and profitability, and, most recently, major problems with the Company’s internally developed Store Information Management System.  Compounding the above issues was the $1.2 billion impairment charge taken by the Company at the end of 2015 which forced the annual dividend to be reduced from $0.96 per share to $0.32 per share and has effectively handcuffed any flexibility the Company had to drive value through capital allocation in the near future.  Lacking any confidence in the Board or management to right the ship, it is no wonder that shareholders have run for the exits.  From the Company’s October 11th preannouncement until now, over 115% of RCII’s outstanding shares have traded in the open market.

Shareholder frustration with RCII was further compounded this week by the departure of Guy Constant as CFO.  The timing was very unusual given he presented to investors at the BofA Merrill Lynch Conference two days prior to his termination.  We believe Guy was well respected by the investment community and added a much needed degree of credibility to RCII.  His departure sends a very negative signal to the market about the Company’s commitment to stabilizing profitability and driving value for shareholders.  The Board should take note of the stock’s reaction to this announcement as it is crystal clear from yesterday’s 10% decline in the Company’s valuation that shareholders viewed this as another material disappointment.

Given all that has happened to bring RCII to where it is today, I strongly believe the Company has reached a fork in the road.  Status quo is simply unacceptable.  We believe the Company has no choice but to execute a major turnaround – the question is whether to execute that in the public or private markets.  Either path has the potential to create shareholder value, but we believe it is highly likely the private path generates a higher risk-adjusted return for all investors.  As such, we believe you should immediately explore the opportunity to take the Company private at an appropriate premium to today’s share price.  Given the capital structure of the Company, a rather minimal increase to enterprise value has a material impact on equity valuation.  For example, based on yesterday’s closing price of $10.77, an acquisition price of $16/share would represent a 50% premium for shareholders yet only a 24% premium to the Company’s enterprise value.  We are well aware of past interest in the Company and are highly confident that if the Board were to explore strategic alternatives for RCII, a number of qualified buyers would emerge. Therefore, we believe the Board has an opportunity to negotiate a sale of the Company that would provide a significant gain to equity investors from current levels.  While a valuation in the mid-teens may seem low given the Company’s share price was above $20 in the not too distant past, the path to get back to that valuation level is highly uncertain given the Company’s operational failures, levered capital structure, and macro-economic headwinds.  Further, over 100% of your shares have traded hands at prices between $9.00 and $12.00/share.

The alternative to attempting a turnaround in the private markets is to attempt the turnaround in the public markets – an option that we believe is far riskier.  It would necessitate a significant reconstitution of the Board and major senior management change.  The current board and management team have lost all credibility with investors. As a result, the only way to garner the patience needed from RCII’s public shareholders to stomach a multi-year turnaround effort would be under new leadership.  We, at Engaged Capital, have years of experience shepherding such a process of transformation and are ready, if need be, to play such a role at RCII.

In the spirit of our initial call with you, we desire to maintain an open, constructive, and collaborative dialogue.  As someone who currently sits on three public boards, I realize these boardroom deliberations are never easy.  However, I think it is fair to say that RCII’s shareholders have borne the brunt of numerous failures in leadership over the past few years.  As our fiduciaries, now is the time for the Board to take aggressive action on behalf of the Company’s shareholders to make the best of an otherwise challenging situation.  I strongly suggest you immediately begin the search for a private market alternative.

As a follow up to this letter and with the goal of maintaining a private and constructive dialogue, I request a call with you and a subset of the Board to discuss these important matters further.

Voce Capital Letter To Air Methods

Beginning in the summer of 2015, Voce Capital Management LLC (“Voce”), one of the largest and most committed long-term stockholders of Air Methods Corporation (“Air Methods” or the “Company”), invested months meeting with you and management outlining our concerns about the destruction of stockholder value at the Company. While the tenor of those meetings was amicable, they produced no results. We then sent you a series of private communications and, when those also failed to catalyze action by you, we reluctantly began communicating with you publicly. In the face of continued stonewalling by the Board of Directors (the “Board”), we were left with no choice but to commence a proxy contest last year. Even then, we nominated only two Directors for election at the 2016 annual meeting, despite the fact that we could have nominated more.

On March 22, 2016, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with you in which we agreed to withdraw our 2016 Director nominations and suspend our campaign for change for one year. In exchange, you agreed to appoint one new independent Director and to take all necessary actions to de-stagger the Board so that Directors would be elected to one-year terms going forward. The standstill to which we agreed as part of the Cooperation Agreement afforded you time to demonstrate an awareness of, and capacity to address, acute stockholder dissatisfaction with corporate strategy and results. In our view, the Cooperation Agreement created a probationary period in the hope that it would usher in positive change, but if it did not we would be free to pursue much more sweeping changes in 2017, if necessary. Unfortunately, that is where we find ourselves now, as the situation at Air Methods has only deteriorated since our entry into the Cooperation Agreement:

Air Methods continues to destroy stockholder value. Stockholders suffered a -24% loss on Air Methods’ stock in 2016. During this time, the Russell 2000 (of which Air Methods is a constituent) appreciated 21% – a relative underperformance of almost 50 percentage points in just one year! Air Methods’ appalling 2016 results come on the heels of stockholder losses of -4.8% in 2015 and -24.4% in 2014, compounding to a -45% loss in the prior three years. As a result, Air Methods has underperformed the Russell 2000, S&P 500 and its own self-selected group of “Proxy Peers” for the past one-, three- and five-year periods.

Air Methods’ deep undervaluation persists, but there’s no reason to expect that will change on its own. Even after its recent bounce off of multi-year lows, Air Methods currently trades for less than seven times EBITDA, and twelve times earnings, based on consensus estimates for 2017 – a significant discount to its intrinsic value. Its stock price volatility was just as high in 2016 as in prior years, despite efforts to dampen it. Air Methods’ shocking short interest, at approximately 30% of its float, hovers near record territory and is a constant reminder of how challenging it will be for the stock to gain any sustained upward traction. Some of the Company’s largest and longest-tenured investors have begun to lose faith, as evidenced by the material reductions in their ownership.

Serious operational issues have emerged. In addition to the Company’s multi-year struggles with its runaway DSOs and incessant volatility, new issues have come to light in recent months. The Company badly missed its projections early in 2016, ultimately having to rescind its full-year EBITDA guidance of ~$350 million (which it had originally promoted as “conservative”). Integration missteps in its rash acquisition of Tri-State Care Flight also surfaced, raising questions about the quality of its due diligence process. Perhaps of greatest concern, the Company has experienced persistent softness in same-base-transport volumes. The inability to pinpoint the cause of this deterioration has unnerved the investment community and provided an additional leg to the short thesis that is likely to blunt the benefit of any reduction in DSOs that might occur. Finally, it appears to have made little progress in 2016 in negotiating in-network arrangements with its largest payors, despite identifying this as a strategic priority last year.

Land and Buildings Letter to Taubman Centers

Since our initial engagement with the Company last year, we have been deeply disappointed with the lack of response you, as independent directors, as well as management, have undertaken to unlock the Company’s substantial trapped value. As we have explained in our previous open letters and presentation (each of which can be found at www.SaveTaubman.com), we believe there is a tremendous opportunity to unlock this value, which would allow the Company’s stock to reach its net asset value of $106 per share, or approximately 50% upside from the current level.

In our well-informed opinion, Taubman Centers is severely undervalued, as a result of abysmal corporate governance, a bloated cost structure, inferior operating margins and a lack of capital allocation discipline. Unfortunately, this undervaluation is difficult for the Company’s shareholders to attempt to address because of the Taubman Family’s 30% voting power on corporate matters, which, combined with the Company’s super-majority voting requirements, effectively gives the Taubman Family overpowering control in most corporate situations. As a result of the Taubman Family’s overwhelming control over the Company, the election of Board members’ plurality voting requirement is the only significant venue where shareholders’ voices can be heard and not simply drowned out by the interests of the Taubman Family.

Since our initial engagement, we have attempted, to no avail, to have constructive discussions with Chairman and CEO Bobby Taubman regarding ways to address the Company’s significant undervaluation. Regrettably, Bobby seemingly only wants to do things the way Bobby wants to do things, regardless of the effects his poor decisions have on shareholders. Troublingly, the same pattern appears to be persisting with the Taubman Family in general—the Family consistently puts its interests ahead of common shareholders and you, the independent directors, continue to let this happen.

The reactions by the Company since our initial engagement have been cosmetic in nature at best, and fall far short of the change necessary. Specifically:

  • Myron Ullman was appointed to a newly created role of lead independent director, a role which appears to lack any meaningful powers that could change the status quo of prioritizing the Taubman Family’s interests first to the detriment of all other shareholders;
  • Cia Buckley Marakovits was added to the Board only after the Company violated its charter by shrinking the size of its Board following a then Board member’s resignation.

We believe there is a clear path to unlocking substantial value for all shareholders and freeing the Company to reach or exceed its current net asset value of $106 per share. These are the steps you should take to reassure shareholders, including Land and Buildings, that the Company is on the right path:

  • Modernizing corporate governance, including de-staggering the Board, reducing the tenure of the Board, separating the Chairman and CEO roles, and having shareholders vote on the Taubman Family’s preferred stock voting rights;
  • Improving operations by reducing bloated G&A, especially costs associated with the Asia platform and development, and improving margins from current levels that are materially inferior to the Company’s peers;
  • Improving capital allocation by ceasing all new major external growth initiatives until a robust capital spending structure is enacted, selling underperforming assets and exiting Asia;
  • Communicating a philosophy shared by best in class management teams—the Company is for sale every day for the right price, and such a sale will be explored if the aforementioned strategy does not unlock value.

As you know, due to Taubman’s shareholder-unfriendly staggered Board, only the seats of Bobby Taubman, Myron Ullman and Cia Buckley Marakovits are up for election at the 2017 Annual Meeting. There are compelling reasons why the Company would be better off with directors who have a strong track record of maximizing value for all shareholders, are credible in the public institutional real estate investment community and are strong advocates for best in class corporate governance, as the directors up for election have a poor track record, or no track record, in the public markets:

  • Bobby Taubman has been CEO for more than 25 years, and his actions have most recently resulted in the stock trading at a substantial discount to those of Company peers and NAV, while shareholder returns have also materially lagged its peers. Bobby’s and his Family’s actions have repeatedly shown that the interests of the Taubman Family are being put before the interests of common shareholders.
  • Myron Ullman is now on his second stint as a Board member of Taubman. Shareholders would be remiss to forget that Mr. Ullman was on the Taubman Board in 2003, when a Federal Judge found that the Board was likely in breach of its fiduciary duty to shareholders after Board members, in response to the Company’s rebuffing of Simon Property Group, changed the Company’s by-laws to make it more difficult for shareholders to call special meetings. Further, as a member of the Taubman Centers Audit Committee, Ullman failed to respond to our concerns about likely material violations of the Company’s charter due to the Taubman Family exceeding its ownership limit.
  • Cia Buckley Marakovits is new to the Board and her appointment was in reaction to our efforts. While our due diligence suggests that she has a good professional reputation, she lacks the public company real estate experience that we believe is critical at Taubman, and she is unlikely to change the status quo in the boardroom where Bobby appears to run roughshod over you, the independent directors of the Board. Given the Company’s track record, we have to see this as a calculated move to earn “points” with shareholders and corporate governance experts – both of whom should see through it.

If the Company does not address the serious problems we have highlighted and fails to expeditiously undertake a plan similar to the one we outlined above, we are prepared to nominate replacement directors who understand what is necessary to unlock shareholder value. Although our strong preference is to work collaboratively with you, and avoid the Board and management’s distraction of a time-consuming election contest, we are committed to doing whatever is necessary to improve Taubman for the betterment of all shareholders.

Land And Buildings Letter On Brookdale Senior Living

We were encouraged by the January 10, 2017, Wall Street Journal report that Brookdale is in talks to sell all or a portion of the Company. As we outlined in our December 20, 2016 letter to fellow Brookdale shareholders (available at www.landandbuldings.com), we believe the Company’s net asset value is at least $25 per share, including owned real estate worth in excess of $21 per share. Further, in our opinion, three recently completed multi-billion dollar senior housing transactions highlight both the significant institutional demand for senior housing as well as the high valuations the real estate continues to garner in the private market.

The Brookdale Board has a fiduciary duty to maximize shareholder value and fully and properly pursue strategic alternatives. Any decision by the Brookdale Board and management to take solace in the improved share price and choose not to pursue strategic alternatives would be thoroughly misguided, as the unaffected share price prior to the article clearly reflected the poor operating performance under current management.

We believe shareholders, ourselves included, would be extremely disappointed and would hold the Brookdale Board accountable if the strategic alternatives process is not fully explored and fails to result in a successful conclusion. We, and in our opinion other shareholders will stand with us, refuse to accept any half steps taken by this Board instead of the clear transparent action required to maximize shareholder value.

We are hopeful that the Board will take seriously the substance of this letter and conduct the strategic alternatives process accordingly.