Core Viewpoint - Elliott opposes the revised tender offer (Revised TOB) by Toyota Fudosan at ¥18,800 per share, arguing it significantly undervalues Toyota Industries, with an intrinsic net asset value estimated at over ¥26,000 per share, nearly 40% higher than the Revised TOB price [1][3][10] Group 1: Valuation Analysis - The intrinsic net asset value (NAV) of Toyota Industries is projected to exceed ¥40,000 per share by 2028 through a Standalone Plan, which Elliott believes is a more favorable path than accepting the Revised TOB [1][10][20] - The Original TOB was initially set at ¥16,300 per share, which was also deemed significantly undervalued, with a NAV of ¥20,696 per share at that time [5][9] - Since the Original TOB announcement, the value of Toyota Industries' stakes in publicly traded companies has increased by over 40%, while the Revised TOB only reflects a ¥2,500 increase, failing to capture the full value appreciation [12][15] Group 2: Governance Concerns - Elliott highlights deficiencies in the transaction governance process, stating that the Revised TOB represents a setback for corporate governance reforms in Japan and could dampen investor interest in the market [2][6][27] - The Revised TOB is criticized for lacking true majority-of-minority protection, as only 42% of non-Toyota Group shareholders need to tender their shares, which is below a genuine majority threshold [20][21] - The financial advisors involved in the transaction are affiliated with entities that have conflicts of interest, raising concerns about the fairness of the offer [20][21] Group 3: Standalone Plan - The Standalone Plan for Toyota Industries is presented as a viable alternative to the Revised TOB, focusing on operational improvements, better capital allocation, and governance reforms to enhance shareholder value [19][21][24] - Key elements of the Standalone Plan include ceasing overinvestment in the automotive segment, capturing margin improvement opportunities, and unwinding cross-shareholdings outside the context of any tender offer [21][22] - Elliott believes that rejecting the Revised TOB and pursuing the Standalone Plan will maximize value for all stakeholders, demonstrating the effectiveness of Japan's governance reforms [8][24][27]

Core Viewpoint - Toyota Motor Corporation's stock experienced an increase as investor focus heightened regarding a contested tender offer involving a significant affiliate, Toyota Industries Corporation, with Elliott Investment Management challenging the revised terms as being too low for minority shareholders [1][2]. Group 1: Tender Offer Details - Toyota Motor raised its buyout offer for Toyota Industries to 18,800 yen ($118.11) per share, up from 16,300 yen announced in June last year, as part of its plan to take the unit private [2]. - Elliott Investment Management criticized the updated offer, asserting that it still undervalues Toyota Industries [2][4]. Group 2: Valuation Concerns - Elliott argued that Toyota Industries possesses strong, profitable units and robust financial holdings, estimating the intrinsic value at over 25,000 yen per share, which reflects recent gains in key holdings [4]. - The investment firm stated that the proposed transaction significantly undervalues Toyota Industries and lacks transparency and proper governance practices [3][4]. Group 3: Market Performance - Elliott noted that the expansion in value is attributed to a roughly 40% rise in Toyota Motor and other Toyota Group equities, which should lead to a higher valuation for Toyota Industries shares [5]. - Toyota Motor's stock has gained over 26% in the past year, with shares trading at a new 52-week high of $234.09, reflecting a 2.73% increase at the time of publication [5][6].

Core Viewpoint - The acquisition of City Office REIT, Inc. by the joint venture MCME Carell, consisting of Elliott Investment Management and Morning Calm Management, has been completed at a price of $7.00 per share, resulting in the delisting of CIO's common stock from public markets [1][2]. Group 1: Acquisition Details - MCME Carell has successfully acquired City Office REIT for $7.00 per share, leading to the removal of CIO's common stock from public trading [1]. - Over 98% of voting stockholders supported the acquisition, indicating strong shareholder approval and confidence in the transaction [2]. Group 2: Management Commentary - James Farrar, CEO of City Office REIT, emphasized that the acquisition delivers immediate and significant value to shareholders, reflecting the hard work of the team [2]. - Mukang Cho, CEO of Morning Calm Management, expressed excitement about the transaction and the potential to create value in the commercial real estate portfolio, highlighting a belief in the recovery of the office sector [2]. Group 3: Advisory Roles - Raymond James & Associates and Jones Lang LaSalle Securities acted as exclusive financial advisors for City Office REIT, while DLA Piper LLP served as special M&A legal counsel [3]. - Eastdil Secured acted as the financial advisor for MCME Carell, with Gibson Dunn & Crutcher LLP providing legal counsel [3]. Group 4: About MCME Carell - MCME Carell is an affiliate of Elliott Investment Management and Morning Calm Management, with Elliott managing approximately $76.1 billion in assets as of June 30, 2025 [4]. - Morning Calm Management focuses on special situation investing and commercial real estate credit, managing around 11 million square feet of commercial real estate [4].

Core Insights - Elliott Investment Management L.P. holds a significant investment of over $2 billion in Workday, Inc. and expresses confidence in the company's leadership and growth potential [1] - The firm believes that the plan announced at the Financial Analyst Day will enhance Workday's operating model and capital allocation framework, driving long-term value creation for shareholders [1] Company Overview - Workday is recognized as a unique software franchise with industry-leading growth potential and best-in-class customer retention [1] - The management team, including CEO Carl Eschenbach and CFO Zane Rowe, has made substantial progress in recent years [1] Investment Management Context - Elliott manages approximately $76.1 billion in assets as of June 30, 2025, and is one of the oldest funds under continuous management [2] - The investor base of Elliott includes pension plans, sovereign wealth funds, endowments, foundations, high net worth individuals, and employees of the firm [2]

Core Viewpoint - Elliott Investment Management highlights a unique opportunity for PepsiCo to revitalize its growth and enhance financial performance through strategic focus and operational improvements, aiming to unlock substantial shareholder value [1][3][5]. Company Performance - PepsiCo has faced strategic and operational challenges leading to poor financial results, stock-price underperformance, and a dislocated valuation [2][4]. - The company's beverage segment, PepsiCo Beverages North America (PBNA), has underperformed its peers for over a decade, while the food segment, PepsiCo Foods North America (PFNA), has also begun to falter due to a challenging consumer environment and increased investment spending [10][11]. Strategic Recommendations - Elliott proposes a clear agenda to restore business momentum, including: 1. Reviewing PBNA's structure and portfolio to enhance focus and operational efficiency [14]. 2. Realigning PFNA's asset base and portfolio to improve profit margins and free up capital for reinvestment [14]. 3. Investing in profitable growth through targeted investments and disciplined capital allocation [14]. Financial Outlook - A more focused and streamlined PepsiCo could see a valuation re-rating, potentially delivering over 50% upside to shareholders from current levels [5][15]. Company Overview - PepsiCo operates with over $90 billion in revenue and has a strong presence in snacks and beverages, which are among the fastest-growing consumer packaged goods categories [8][9]. - The company has a significant international segment with long-term growth potential, despite recent underperformance in its North American businesses [12][13].

Core Insights - Rakesh Gangwal has decided to step down from his role as Chair at Southwest Airlines, but will remain a member of the Board, indicating a transition in leadership while maintaining continuity [1] - Elliott Investment Management expresses gratitude for Gangwal's leadership during a transformational period for Southwest Airlines and remains confident in the company's future trajectory [1] Company Overview - Southwest Airlines is undergoing significant changes in leadership, with the departure of its independent Chair, which may impact its strategic direction [1] - Elliott Investment Management, managing approximately $72.7 billion in assets, is a significant stakeholder in Southwest Airlines, indicating strong institutional support for the company's long-term value creation plans [2]

Core Viewpoint - City Office REIT, Inc. has entered into a definitive merger agreement with MCME Carell Holdings, under which MCME Carell will acquire all outstanding shares of City Office for $7.00 per share in cash, valuing the transaction at approximately $1.1 billion [1][2][3]. Transaction Details - The transaction price of $7.00 per share represents a 26% premium to City Office's closing share price on the NYSE prior to the announcement and a 39% premium to the volume weighted average share price over the previous 90 days [2]. - Holders of City Office's 6.625% Series A Cumulative Preferred Stock will receive $25.00 per share in cash, plus all accrued and unpaid distributions up to the date of transaction consummation [2]. - The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including shareholder approval [4]. Company Actions - City Office will pay its previously announced second quarter dividend but has resolved to suspend future common stock dividend payments until the transaction closes [5]. - Upon completion of the transaction, City Office will become a private company, and its shares will no longer trade on the NYSE [6]. Company Background - City Office REIT is focused on acquiring, owning, and operating office properties primarily in Sun Belt markets, currently owning or controlling 5.4 million square feet of office properties [8][9]. - MCME Carell is affiliated with Elliott Investment Management and Morning Calm Management, managing approximately $72.7 billion in assets [10].

Group 1 - Elliott Investment Management has successfully elected two nominees, Sigmund Cornelius and Michael Heim, to the Board of Directors of Phillips 66, indicating a clear mandate from shareholders for change [1][2] - The election results reflect shareholders' demand for meaningful changes in operational execution, corporate governance, and strategic direction to enhance value creation at Phillips 66 [2][3] - Elliott, as one of the largest investors in Phillips 66, will continue to engage actively with the company and hold management accountable for improving shareholder value [3] Group 2 - Elliott Investment Management managed approximately $72.7 billion in assets as of December 31, 2024, making it one of the oldest funds under continuous management [3]

Core Viewpoint - Elliott Investment Management is advocating for the election of four independent director nominees to the board of Phillips 66, emphasizing their skills and experiences to drive positive change and create value for shareholders [1][2][3]. Group 1: Nominees' Qualifications - The four nominees—Brian Coffman, Sigmund Cornelius, Michael Heim, and Stacy Nieuwoudt—bring a diverse set of skills relevant to Phillips 66, including leadership in refining, financial oversight, midstream operations, and an investor's perspective [3][4]. - Each nominee has experience serving on boards of companies at various stages, which positions them to address the unique challenges faced by Phillips 66 [3]. Group 2: Value Creation Potential - The nominees believe that closing the performance gap between Phillips 66 and its competitors is achievable, citing the company's high-quality assets and talented workforce as key strengths [4]. - They propose a focus on operational excellence, accountability, and corporate governance to unlock the company's potential and enhance its market position [4]. Group 3: Commitment to Collaboration - If elected, the nominees are prepared to work constructively with incumbent directors to strengthen Phillips 66, emphasizing their independent thinking and readiness to ask challenging questions [5]. - The nominees express a commitment to improving the company's credibility with shareholders and conducting thorough evaluations of its current structure and operations [5][6].

ISS Validates Elliott's Case for Change and Recommends Nominees Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt Notes Phillips 66's "Disappointing" Operating Performance, "Selective Disclosure, Unverifiable Claims About Various Operational Successes, and Ambiguous and Vague Responses to Otherwise Basic Questions" Cites the Board's "Failure" to Ensure Strong Governance and Board Oversight as Evidence of the Company's "Disconnect from Shareholders" All Three Proxy Advisory Firms – ISS, Glas ...