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CNBC Exclusive: CNBC's Andrew Ross Sorkin Interviews Nelson Peltz & Ken Moelis from CNBC's Institutional Investor Delivering Alpha Conference Today



WHERE: CNBC'S "Closing Bell"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Nelson Peltz, Trian Fund Management, L.P. Founding Partner and Chief Executive Officer, and Moelis & Company Chairman and Chief Executive Officer Ken Moelis live from the CNBC Institutional Investor Delivering Alpha conference in New York City on Wednesday, July 16th.

Following are links to video of the interview on,,, and

Mandatory credit: CNBC Institutional Investor Delivering Alpha conference.

ANDREW ROSS SORKIN: Good afternoon, everybody, thank you for being here. And thank you, guys, for being here. This is a little bit of an unusual panel because we don't always have the opportunity to have an activist sitting next to a banker who actually wants to sit next to the activist. But both of you guys happen to be old friends, and we're going to talk about that in just a moment.

But I want to start here, frankly, Nelson, with a little bit of news. Because the last time that we sat together, a year ago, we made -- you made a little bit of news. I asked a question, you didn't answer it, that made some news around DuPont. We're going to go there in a moment. But you also made some news around PepsiCo at the time, which at the time you were trying to split up. We're literally a year later. I want to gauge where you think this Pepsi situation really is anymore. Have you disappeared from the scene, or is there more to come?

NELSON PELTZ: We definitely haven't disappeared from the scene. In fact, over the last five or six months we've met with about 100, 100, of the top shareholders of Pepsi. The stock has moved up dramatically. It hasn't moved up because of earnings. It had a big reset a couple years ago and hasn't even gotten through the guidance they gave in '12. The company is not being managed well, and the stock has moved from the 60s, where we first got in, to about 90 today, and that's not because of earnings. It's because of the fact that our message is resonating with the shareholders of Pepsi, and I urge you to watch this space, Andrew, and you'll see what happens.

ANDREW ROSS SORKIN: What does "watch this space" mean?

NELSON PELTZ: It means that there will be action.

ANDREW ROSS SORKIN: Does that mean there's going to be a proxy contest?


ANDREW ROSS SORKIN: So you're still in this?

NELSON PELTZ: 100 percent.

ANDREW ROSS SORKIN: And you still want to break up this company and put it in two?

NELSON PELTZ: Most definitely.

ANDREW ROSS SORKIN: Let me ask you one other question. You said that it's not earnings, in terms of the stock performance. You got in at the 60s, it's now $90.


ANDREW ROSS SORKIN: You should not be that unhappy.

NELSON PELTZ: I am unhappy.

ANDREW ROSS SORKIN: As an investor.

NELSON PELTZ: Don't I look unhappy?

ANDREW ROSS SORKIN: You look relatively happy. The reason I say this. If you look at what Pepsi would argue, given the reset that you talked about, they would argue that the stock has actually outperformed during that period its peers. They would argue that they have beat estimates I think 14 consecutive quarters in a row.

Don't you give them some credit?

NELSON PELTZ: None. I give them no credit because the stock was supposed to, according to them, earn $5 in 2012. They missed a little bit and they earned 4.10. Last year they were giving high fives because they got to about 4.34 in 2013.

So the stock is not moving because of earnings when the company should have been earning $5 two years ago. The stock is moving because people, shareholders, see the wisdom of what we're saying.

There has been a cultural change at Pepsi. There's a whole wonderful part of Pepsi. Don't forget, we have so much credibility in the beverage business. I know you're old enough to remember that in the '80s, we were the largest supplier to the beverage industry worldwide when we owned American National Can. We sold more cans, more bottles, more caps to the beverage guys than anybody in the world.

Roll forward into the '90s and into the early part of this century, we owned Snapple, so we competed with them and completed very well. Kenny did the financing and he advised us on Snapple. It was a brave financing.

ANDREW ROSS SORKIN: What type of relationship do you have with Indra Nooyi now? Is she speaking with you?

NELSON PELTZ: We haven't spoken since February.

ANDREW ROSS SORKIN: Had, up until then, she been open to speaking with you?

NELSON PELTZ: She was very open to speaking with me. But I got the Heisman every time we wanted her to give information to shareholders, simple things like what's the ROIC on the $21 billion she spent of shareholders' money to buy the bottlers? The bottlers today are in disarray. She spent $21 billion of our money with a negative return.

ANDREW ROSS SORKIN: Ken, you're not working for Pepsi in this case. But if you were, and he comes a-calling, what are you supposed to do? What is the answer?

KEN MOELIS: Well, look. What I think is interesting is when he comes a-calling, he's spoken to 100 shareholders, and he's one of those. It's an interesting thing. Each one of those shareholders has a point of view on Pepsi. There is a reason there as well. It's spent the same money Nelson has.

And I think so the word "activist" is kind of a funny thing. Everybody is an activist when you take out your checkbook and you invest hundreds of millions of dollars in a company, and you actually have a theory as to why that company would be worth something.

It's hard for me to back up. This has been going on for a while. But I would say to sit down. I think it's unusual that they're not having a conversation with somebody who has --

ANDREW ROSS SORKIN: Sounds like they were being open and having some kind of conversation, no?

NELSON PELTZ: No, they were.

ANDREW ROSS SORKIN: The problem is it's past tense.

NELSON PELTZ: No, no, no. I'm sure if I called today I could have a cup of coffee or a Coke Zero or Diet Pepsi.



NELSON PELTZ: With Indra. But seriously, I'm sure she would accommodate me. And the lead director, Ian Cook, met with me. And they are very polite, and they listened. But they are stuck in their ways, and they don't own the company. Okay. The shareholders -- Andrew, you've got to let me finish here. The shareholders own the company, and the reason the stock is at $90 today, it is not because of earnings. It's not because they're taking market share in North America in the soft drink business. It is not because of that. It's not because they're doing better than Coke. It's not because they're coming out with new products in the snack area. It's because we're there, and shareholders are starting to agree with what we're you're suggesting this company do.

ANDREW ROSS SORKIN: Let me put a fine point on this Pepsi topic because there's a lot more to talk about. I'm hearing you suggest that you may pursue a proxy contest.

NELSON PELTZ: No, you're hearing me answer a question that it's a possibility. That's what you heard me say.

ANDREW ROSS SORKIN: Let's talk about a couple other things in the news. We will also be hearing from Carl Icahn in just a little bit. You were on the board of Family Circle.

NELSON PELTZ: Family Dollar. Family Circle is a magazine. I know it's the first thing you read in the morning.


ANDREW ROSS SORKIN: Thank you. Thank you very, very much.

NELSON PELTZ: I'm here to help.


ANDREW ROSS SORKIN: Pay to play as you see it now. Can you be happy with what's going on at that company? You've made a lot of money in the stock, but it has not performed.

NELSON PELTZ: It has not. We're in the stock in the 30s, the stock is in the 60s. We got in the stock, earnings were in the low $2, last year they reported high $3. But if you're asking me if we're satisfied, we are not. There is a wide gap between performance at Family Dollar versus Dollar General, and we think that they should be able to close that gap.

They put out a poison pill after they made the announcement. The only one who voted against that pill was my partner at Garden who is on the board because we believe in great corporate governance, and if Carl wants to do what he wants to do, we have no objections. We think that's good corporate governance.

ANDREW ROSS SORKIN: Let me throw out just one more name and then I want to get into it. Bank of New York Mellon. You have now invested a billion dollars in that company. That's 2.5 percent of the company. What kind of talks have you had with the company? What are you planning to do? We've not heard from you on this.

NELSON PELTZ: No, you have not. And the reason you haven't heard from me is because the way we do things is we like to meet with management and the board and take them to our white paper before we make it public. Other activists like to do it in reverse. We prefer to give them the ability to respond out of the public eye. But the public knows that we have a lot of stock here, and it's an area that we have a lot of credibility in. We've been in State Street, we've been in Lazard, we're in Legg Mason, and every one of those stocks basically in round numbers has doubled.

ANDREW ROSS SORKIN: Can you play out, though, what you would like to see them do?

NELSON PELTZ: Sure. Sure. If you look at when we got into State Street in 2010, the businesses are very similar. Okay? The margin, the pre-tax margin, at both those companies were very close to one another. From 2010 till today, State Street's margin has increased by around 250 basis points, and Bank of New York's margins have decreased by 400 basis points. So there's a 650 basis point delta which we look upon as an opportunity.

Now we are having what I hope to be constructive conversations with the board, and I hope they will adopt our point of view. But we're not -- I'm not going to share our point of view here today because we want to give them the first choice in responding properly.

ANDREW ROSS SORKIN: Right. You made a, I would say, a subtle dig at some other activist investors when you suggested that you talk only in private about these issues, and there's some others that talk publicly about these issues before they have a chance to deal with them.

So the question I have for you, you're on the defense oftentimes, more often than on the side of an activist. I want to talk about that. By the way, Herbalife we're going to talk about in a moment as well, because he represents Herbalife and may have some interesting views, it's about Bill Ackman, who arguably doesn't give the board that much of an opportunity first.

But activism at large, the way you see it, is this good or bad from a policy perspective for society?

I ask it because you look at some of the deals and he's had a lot of people, lot of money. Jim Cramer recently said if you piggyback off of your deal, you can make a lot of money. But there have been a number of other deals where people have followed the activists down the yellow road, but it has not gone to the right place.

KEN MOELIS: This is a complicated question because you're allowed to have an opinion and you're allowed to be right and you're allowed to be wrong. And it's hard for me to say. I think the word "activist" has gotten too much play. I think, as I said, every investor in some way thinks they have a theory of what that company can achieve and why they're going to make money. Some choose to go to the nearest megaphone and yell loudly and others choose to go to the back of the room and wait.

The thing about what you said and what Nelson said about speaking quietly. There's a board of directors in every one of those company. They talk strategy quietly, effectively. There's a lot of complications that people think are simple from the outside. It's amazing how little people have an understanding of tax and things like that sometimes.

So I think what Nelson tries to do is become part of the corporate conversation quietly, which is how decisions get made. I have a public company, right now I feel like I'm the biggest activist in Moelis & Company. But, you know, you do it quietly and within the bounds of the corporation.

ANDREW ROSS SORKIN: What is the state of play on Herbalife, as you see it? And I ask it -- and I'd also be curious about your decision to advise Herbalife. You have Bill Ackman on one side saying this is a pyramid scheme. How much diligence did you do before you decided you'd be taking on that assignment?

KEN MOELIS: Well, look, I knew the company for many years. The company had gone through, been in a leveraged buyout with some significant institutions owned it for many years privately. Then it went public for many years, and I know the CEO, is a personal friend.

It's one of those things where it's almost, as you can tell by the two-year debate that's gone on -- I'm not sure there's a smoking -- there's not a due diligence item that says you're right or you're wrong. It's the character of the people. I really respect the CEO. I know the people. I've been with them a long time. So it wasn't a decision. They called me up and said, We have an issue.

ANDREW ROSS SORKIN: But fair or unfair for an activist to take a position as publically as they have. It's different than the positions that you've taken. You've seriously taken wrong positions.

KEN MOELIS: Look, you can do anything. It's legal, so you can do whatever you want. Now it's very different. It's amazing to me that people see Herbalife in the context of what Nelson says. It's completely different. In one your sort of somebody buys your stock because I think your children are even better looking than you think they are. But they should do this with their career. You're almost, how high is up on the assets. Nelson is literally saying -- you're saying he should be happy the stock is up, and he's saying no, because there's even more to go. That's quite a good debate to be having.

The trouble with -- the issue on Herbalife is one person, I think, is trying to say thousands of people should lose their jobs and we should shut a company down that is providing jobs and service to America. So it's a very different outcome.

ANDREW ROSS SORKIN: You look at that situation. What do you think? He's considered an activist, you're considered an activist.

NELSON PELTZ: We are very different, as you know. We are very different. We come from a background of building and managing businesses. I spent most of my career operating businesses and fixing businesses, not staring at a Bloomberg screen.

So the whole mind-set at Trian is looking at a company that's got great potential and how do we get them to live up to that potential? How do we get time to get back to its former greatness? How do we get some of these other companies that we've invested in to go back to the way they were? But they're fundamentally great businesses and we're trying to ameliorate the risk/reward. Because they are good businesses, they're not going to catch cold and die tomorrow.

And that's what we're trying to do. We're not trying to, as Ken said, tell people why this company should be put out of business.

ANDREW ROSS SORKIN: Where are you putting yourself relative to Carl Icahn, who's friend of yours?

NELSON PELTZ: Carl is a good friend. We have a different MO, a very different MO. And I don't like to compare myself to anybody else, but we like to get into big companies with great brands like Pepsi, like Mondelez, like behind Heinz, like Wendy's, and get those companies to build those brands the way they should be. And that's what we're trying to do. We're trying to build them for the long-term. We're not trying to make a quick hit over the weekend.

Let me tell you something else about activism. Activism is very good. It serves a great purpose, and you all should listen to this. Because what activism is doing is what private equity used to do, okay? And private equity today, first of all, it's pretty quiet. Private equity is somewhat quiet. Because I think the activists are doing this for the benefit of the people who really own the business, as opposed to being in a stock for 10 or 15 years, getting the dividend yield and a couple points over that and then have some private equity firm come buy you or buy that company and double their money in three years by loading it up with leverage and making the changes on the management side or the operational side that could have been done while it was a public company.

Companies can heal themselves in the public --

ANDREW ROSS SORKIN: So you don't buy the argument that you have to be private. You're telling me that everything can be done in the public market.

NELSON PELTZ: Well, not everything. You can't put ten times leverage on Heinz like Warren Buffett did because the public isn't ready for that sale. But you can do everything else they did, and they did it beautifully. Everything else they did can be done. And there lies the difference. You don't have to take a company private, take the potential profit away from the shareholders. That's who we're working for. We're working for ourselves and all the other shareholders to get that stock up, to get that company to perform.

You don't need to take it private. We need to win with influence. We need to win with the power of the argument. They get 100 percent control, but there's been a great transference of wealth over the decades. Over 30 years, think about all the wealth that's been taken out of the public market and been transferred into the private equity.

ANDREW ROSS SORKIN: Let me throw one more name at you. DuPont.

The last time we were together I said DuPont, I said, What do you think of it, and you said, Paint.


ANDREW ROSS SORKIN: Where are we now?

NELSON PELTZ: We are having conversations with DuPont. Those conversations will have an end very soon one way or the other.

ANDREW ROSS SORKIN: And they are going how?

NELSON PELTZ: I don't know yet. Okay? I don't know. The last conversation we had with them I felt was quite constructive. Let me tell you what is going on.

What's happened at DuPont is they did some very good things. On the balance sheet side they announced the largest buyback they ever made in history. They got out of some businesses that we felt they should have. They agreed to spin off performance chemicals, which is about 20 percent on the revenue line of the business. All great moves.

On the negative side, they have missed their guidance for three years in a row. Okay? And what was fascinating is when I said, Paint, but they weren't really in the paint business. They sold that business to Carlisle.

And here is a fascinating story. When Carlisle bought the paint business, DuPont said they sold the business for about 12 and a half times EBITDA. When Carlisle put out a bank book to finance it, they said they bought it at about six and a half times EBITDA. Now nobody was lying. Nobody was -- everybody was telling the truth.

The difference is the allocation of corporate overhead, which Carlisle obviously decided that they didn't need. Okay?

So DuPont is a conglomerate. It's a complex business. And we are always trying to simplify businesses, because simple businesses grow faster. Complex businesses don't. And that's what needs to be done at DuPont, and we will know sometime before the middle to end of the summer whether these conversations were constructive or not.

ANDREW ROSS SORKIN: And then if they're not constructive, assuming they are not constructive --

NELSON PELTZ: Then I will talk again in front of the microphone.

ANDREW ROSS SORKIN: Here's sort of a strategy question. Take us inside the boardroom. Let's take Nelson out of it for a moment, because I think he actually acts perhaps differently than many of the other activists. We will differentiate you.

NELSON PELTZ: Thank you, appreciate it.

ANDREW ROSS SORKIN: From a strategic perspective, do you want to bring them in under the tent? Do you want to make them board members? Is that to shut them up? Is that a way to silence them? Do you want them on the outside? Do you want them on the inside? How do you think about it?

KEN MOELIS: Well, actually depends who they are and what the plan is. So again, Andrew, I think you have a conversation with them sometimes the worse thing that happens is a lot of advisors run in and say, Oh, my God, this is selling -- as I said, pandemonium sometimes creates the need for advice. But it also puts the spotlight on the advisor. I think sometimes the firms that have a position taken in them cause their own issue by handing the, quote, activists the spotlight and a microphone, and they get more attention on their program than the corporate.

So I actually think that becomes a problem, an overreaction to somebody --

ANDREW ROSS SORKIN: An overreaction by including them or an overreaction by not including them?

KEN MOELIS: Well, sometimes the act of defending yourself and going to the ramparts against -- gives them the ability to say, Hey, we're the excluded party with a good idea. You actually give them a microphone because now people want to know what they have to say. So sometimes including them in a quieter conversation can be appropriate if their conversational tone, method, theory has anything to do with your business plan. And it starts with -- I think it starts with is your business plan appropriate for the owners of the company, like Nelson said.

Are you running a business -- and I would hope most people come to the office every day and think that the business plan they are running is the single best way to maximize the value to the owner. That's what we're all paid to do. And sometimes there's misalignment on that, so I think it really is specific to the individual as to whether or not they are constructive.

By the way, there's a big culture. I want to say this too. There is a culture on board like at any other place. There are people all over who need smart people, but they wouldn't want them to work in their company no matter how smart they are.

So there also is, when you talk about the methods that some of these activists use, the tone, I do think there's a cultural thing. You're allowed to protect the culture of your board and your company.

ANDREW ROSS SORKIN: When Carl comes calling, he comes with a white paper. Sometimes Carl comes with a gut call. What do you do with him?

KEN MOELIS: That's a tough one. Because Carl has a good gut over the years. Look, Carl -- you have to respect Carl's gut. I think it's one of the unique guts in the world, and that's why he's so difficult. Because he often has a -- he's often got a point of view, and he's also got huge access to a microphone. By the way, which is his biggest asset. Besides the fact that he has a deep pocket, he has unusual access to a microphone.

ANDREW ROSS SORKIN: Does he deserve the microphone?

KEN MOELIS: In some ways he's earned it over the years. You have to give him credit for being able to grab a microphone before he deserved access to it. And I think he's kind of proved his access to it. So yeah, I think his methodologies in the early days are -- you have to tip your hat to him. He got so much attention before he earned the right. Now I think, you know, I think longevity on Wall Street and being right a few times ears you the right to get, you know, to the microphone.

ANDREW ROSS SORKIN: I know you have individual names with individual companies. But where are we in the market? Broadly? What are you thinking these days?

NELSON PELTZ: Well, the market clearly is more expensive than we would like it to be. But given that, there are great opportunities out there. There are great businesses that aren't doing what they need to do.

And we're looking at trying -- I looked at it from our point of view. We have 8 to 10 positions. It's a very exclusive club to get in. Of all the companies in the world, we're only looking for 8, 10 of them.

ANDREW ROSS SORKIN: You have to care where the economy is. You have to care what the multiples in the market are.

NELSON PELTZ: Absolutely. When we look at a business, we determine what are the earnings going to be under our plan. If those earnings are significant enough to increase over what's happening there today, then we're going to invest. If we can get a 25, 30 percent uptick --

ANDREW ROSS SORKIN: Do you think there's as much opportunity today as there was last year?

NELSON PELTZ: By definition there isn't because the market has moved. But I still think that in individual names, there's a ton of opportunities. You know, speaking of microphones, Warren Buffett's got the biggest microphone on this network, by far, and rightly so.

ANDREW ROSS SORKIN: I'll call him and tell him.

NELSON PELTZ: Right now Warren is winning. Okay? But my money is on Carl long term.

ANDREW ROSS SORKIN: You're betting on Carl in terms of return over Warren Buffett.

NELSON PELTZ: In terms of microphone.


Andrew, you and I both know what I'm about to say. Twice CNBC asked Warren Buffett what he would do, what Pepsi should do.

ANDREW ROSS SORKIN: I think I was one of the people that asked.

NELSON PELTZ: You did. You asked what Warren Buffett would advise the Pepsi shareholders. Now when you ask a research analyst about a particular stock, you guys put that big chart up, he doesn't own any stock, his wife doesn't own any stock, he never thought about owning the stock and so forth.

You bring Warren Buffett on and ask him for his advice on Pepsi, and you never tell the audience that he's the largest shareholder of Coke. You never tell the audience that he's been on the board forever.

ANDREW ROSS SORKIN: No, his son on the board now.

NELSON PELTZ: His son -- I was going to finish the sentence. His son is now on the board, and you never tell people. You know. You and I had a telephone call --

ANDREW ROSS SORKIN: That one day, but most people know.

NELSON PELTZ: Now they know. But I want you all to know that. Next time you get Pepsi advice from the largest shareholder of Coke, bear that in mind.


ANDREW ROSS SORKIN: Before we let you guys go, this M&A deal, sort of where we are, if you will, because it feels like it's getting a little frothy, I'm going to start with the deal of the day -- not a deal. It's a projected deal. Time Warner-21st Century Fox. What do you think happened?

KEN MOELIS: Well, look, I'm not going to comment on a specific deal.

ANDREW ROSS SORKIN: Are you involved?

KEN MOELIS: I'm not going to comment on that. Look, I think what you're seeing is -- it's an interesting thing. I think from '09 to '11 to '12 and '13, that's a lot of time, three, four years. You really had people sort of -- almost sort of happy they survived. If that's starting to wear out after '12 and '13. But, you know, three or four years of we're just happy we're still here. And then you had a consolidation.

I think the amount of interest in doing something -- and that doesn't mean just merging. It could be selling a division. It could be -- I get the feeling everybody is now on their front foot again and saying we should be thinking what we should do, not remembering, you know, the good days that we survived.

And I think that's what you're seeing is just a real activity level in trying to figure out what the right thing to do is. It's very interesting. Everybody is going through your options.

ANDREW ROSS SORKIN: If you're on the board of Time Warner, what do you do?

NELSON PELTZ: Look, if I'm on the board of any company where there's an offer that comes in, I want to negotiate. I mean, I don't just send people packing, to just say have you pack.

But on the other hand I've got a great deal of respect for Time Warner. Rupert Murdoch is a good friend of mine. And but what I think is interesting in this transaction, we penciled some numbers very quickly this afternoon, and I think Fox is putting about five times leverage on the company in order to get this deal closed. And what's interesting is you're starting to see companies use their balance sheets again. Okay?

And I think that within reason I think that's a good thing. Because the companies coming out of '08 have really been so frightened and have been hoarding cash, and there's been a big sea change. And I credit Kenny, when we had a sitdown -- and I pick Kenny's brain a lot. Because I pay him every time Halley's Comet comes around. Every now and then I do pay him. But I do like to pick his brain. And we were talking a couple years ago about where this M&A market was going, because it was a nuclear winter two and a half years ago that we talked about.

And now it's come back. We bought a lot of stock in Lazard, very happy about that, about half the price it is today, and Lazard -- and Lazard and Moelis are great beneficiaries of this new M&A market that's come back. I think it's here for a while.

ANDREW ROSS SORKIN: Did you buy any Moelis?

NELSON PELTZ: That's a sad story. We had a big argument when he was putting the company together on valuation, and I totally disagreed with his valuation and he proved me totally wrong.

ANDREW ROSS SORKIN: Okay. We are going to leave the conversation there on that note. I want to thank both of you gentlemen for a great conversation. Thank you.

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