Elliott Management’s Response to “Tucker Carlson Tonight”

Elliott encourages anyone who watched Tucker Carlson’s inaccurate segment on Paul Singer and Elliott Management to learn the facts about the merger of Cabela’s and Bass Pro Shops.

After the merger was announced in 2016, Cabela’s made a public filing with the U.S. Securities and Exchange Commission (SEC) that laid out all of the events leading up to the merger. When the producers of “Tucker Carlson Tonight” contacted Elliott for comment (which they did only a few hours before the show aired), Elliott referred them to this filing. The producers claimed to be unaware of the filing, despite its public availability and its centrality to the story they had evidently been working on for weeks.

Mr. Carlson and his producers nevertheless chose to ignore this comprehensive, accurate and legally vetted document, because the reality it reflects does not resemble in the slightest the false story that Mr. Carlson wished to tell Fox News viewers about a “New York finance mogul” who destroyed “a good American town.”

Here are the facts that Mr. Carlson and his producers chose to conceal from their viewers:

- At odds with Mr. Carlson’s claim that Cabela’s was a thriving, prosperous business prior to Bass Pro’s approach, Cabela’s had in fact lost more than 50% of its market value in the two years preceding Elliott’s investment, reflecting both specific challenges facing Cabela’s and wider challenges facing the retail sector.

- Months before Elliott Management made its investment, Cabela’s Board of Directors was already considering a sale of the company in response to the deteriorating U.S. retail environment.

- In 2015, Elliott invested in Cabela’s, recognizing that the company had considerable potential well in excess of its depressed market value.

- When Elliott disclosed its 11% minority position, we stated in our public SEC filing that we believed the company should explore multiple pathways to improve the value of its business — not all of which involved a sale, and most of which would have maintained Cabela’s headquarters in Sidney, Nebraska.

- After Elliott made this filing, multiple other shareholders contacted Cabela’s independently and encouraged it to prioritize the sale pathway.

- In November of 2015, multiple private equity firms and strategic parties, including Bass Pro, contacted Cabela’s to express interest in acquiring the company.

- In light of its previous consideration of a sale, encouragement from multiple shareholders to consider a sale, and clear expressions of interest from multiple potential acquirers (including private equity firms as well as strategic buyers), Cabela’s Board ran a full process to explore all strategic alternatives, with a sale to Bass Pro emerging as the best outcome.

- The decision to merge with Bass Pro was made by Cabela’s Board after considering all of its alternatives over the course of more than a year, pre-dating our involvement — at no time did Elliott have a seat on the Board or have any direct influence on the Board’s decision-making process.

Unprecedented changes in the U.S. retail environment, including the rise of e-commerce, have created challenges for many retail companies, not just Cabela’s. Bankruptcies, liquidations and job losses have unfortunately become a common feature of today’s retail landscape. In many cases, consolidation has been the best response to enable these companies to survive.

Today, having merged with Bass Pro, Cabela’s is stronger and better positioned to compete in this environment: Cabela’s stores remain open under the Cabela’s brand name, and they are thriving. The combined companies continue to employ thousands of American workers.

Furthermore, Mr. Carlson omitted the fact that many of the Cabela’s headquarters jobs did not disappear, but rather were relocated to Bass Pro’s headquarters in Springfield, Missouri — another American town. Of course, every time a business decision or market dynamic leads to job losses or relocations, it is a difficult and disappointing outcome for those who are affected. Public policy does and should have a role to play in helping workers and communities adjust and recover.

However, in a market economy, businesses can and must respond to market conditions by making difficult but necessary decisions, such as the decision to merge with another company. In fact, the former parent company of Fox News made that very decision two years ago, leading to as many as 4,000 layoffs. Elliott is not aware of any segments on “Tucker Carlson Tonight” that have addressed these job losses.

Looking at other aspects of the segment, it is clear that Mr. Carlson was motivated less by sincere concern over layoffs and more by a desire to twist any set of facts to portray Elliott in the most damaging light possible. For example, in making a series of allegations about Elliott’s investment in Delphi, Mr. Carlson neglected to mention that Elliott’s involvement helped to save the company from liquidation, preserving tens of thousands of jobs in the process — another fact that was shared with Mr. Carlson’s producers, but which he failed to mention on-air.

Elliott Management is proud of the role it plays in providing investment capital to American businesses and creating value through corporate engagement. For our many investors — including pension funds, charities, universities, hospitals and other endowments across America — we have a responsibility to protect and grow their hard-earned capital, and that is a responsibility we intend to continue to meet.

Elliott Management Corporation

Founded in 1977

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