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Yahoo
a day ago
- Politics
- Yahoo
Rachel Maddow: As Trump melts down over L.A. protests, Americans prep for nationwide 'No Kings' rallies
This is an adapted excerpt from the June 9 episode of 'The Rachel Maddow Show.' What is the most important story in the country right now? In this moment, there is no question of what the United States is up against. The intentions of Donald Trump are not a mystery. There's no suspense. There's no ambiguity. We know exactly who he is and exactly what he wants. It's as plain as day. But the question we are contending with, the real black box, the real drama, the story that does need to be dug up and told in our country because it is as yet undecided, is this: Will he succeed? Will he get what he wants? That question will be answered not by Trump or his actions, but by the people of this country. And so the most important story of our time is this one: What is this country going to allow him to do? This is an attempted authoritarian overthrow of the United States Constitution and the U.S. government. This is the attempted imposition of a dictatorial regime. The question now is whether it will work. The answer won't come from the White House; it will come from the streets, the courts, the states and in Congress. The strength of the movement against Trump is what will determine our fate as a country. Because what we're seeing over and over again is that organizing against him works. Fighting him in court works. Pushing back works. Protesting in the streets works. On Friday, large-scale protests broke out in Los Angeles over the administration's militarized immigration raids. By Saturday, Trump was fulminating against those protests and announced he would federalize the National Guard, the first time a president has done that against the wishes of a state's governor in 60 years. (When it was done 60 years ago, it was to protect protesters, not to threaten them with military force.) The response of the American people to that move is exactly what you would expect: In Los Angeles, bigger protests than ever, and across the country, solidarity protests in Atlanta; Baltimore; Boston; Chicago; Tampa, Florida; Raleigh, North Carolina; and in Washington, D.C., outside the Justice Department headquarters. There is nothing California-specific about what is going on here. When Trump issued his order to federalize the National Guard this weekend, it was not specific to Los Angeles, and it was not specific to California; he could use that order to send National Guard troops anywhere. On Monday, Trump took things a step further and announced he's sending 700 Marines to Los Angeles. That is a portrait of weakness. That is what you get when you have a supposed leader who cannot figure out how to get the support of his people, and knows it. That is what you get when you have a weak and unpopular president, who sees the people against him and can't defend his actions. But, despite what Trump wants, the protests won't stop. In fact, this coming Saturday, we will likely see the largest protests yet against Trump and his administration. As the president holds his military parade in Washington, people across the country are set to take part in what organizers are calling the 'No Kings Day of Defiance.' More than 1,800 rallies are planned nationwide — peaceful, organized and united. Trump already can't handle the number of protests against him, and it's about to increase exponentially. What we are seeing right now in California is a president panicking. Since polling began, we have never in the history of the U.S. presidency seen a president who is less popular than this one at this point in his presidency, and we have never seen a president less politically equipped than this one to turn that around. Someone convinced Trump that attacking immigrants would work for him, that the American people would love it; that the crueler he was, the more political capital he would accrue. Instead, the opposite has happened: In town after town, school after school, city after city, it has run him into a wall — and he has no idea what to do. Remember, in Trump's first term, when he reportedly suggested nuking hurricanes to stop them from hitting the U.S.? Now in his second term, he's trying the equivalent: Trump has no idea what to do with the sustained, growing, intractable and indomitable protest and opposition of the American people against him, so he's decided to try to stop it by using the Army. What we're learning, now more than ever, is that the movement against Trump is unstoppable. This article was originally published on
Los Angeles Times
18-05-2025
- Business
- Los Angeles Times
With its climate progress under assault, California takes up a multipronged defense
Less than six months into his second term as president, Donald Trump has initiated or proposed more than 150 actions that experts say are detrimental to the environment, which range from cancelling climate grant programs to loosening regulations that govern air and water quality. Many of these actions have been part of the president's larger goals of reining in government spending, increasing energy independence and restructuring federal agencies. But some also appear to target one state in particular: California. Long known as a nationwide leader in climate and environmental policy, the Golden State has been in Trump's crosshairs since his first administration, when he sparred with Gov. Gavin Newsom over issues such as forest and water-supply management. In recent months, Trump has escalated his California-specific efforts, including vowing to block the state's ability to set strict tailpipe emission standards — a battle that has wound all the way up to the Senate. Many of the president's actions in the first 100 or so days of this administration have not only called out California by name, but also disproportionately targeted it. A leaked list of pending program cuts from the Department of Energy includes 53 projects in California — more than any other state — as well as more projects in blue states than red ones. In April, the president named California in an executive order directing the Department of Justice to seek out and 'stop the enforcement of' state laws that address climate change, in which he described California's first-of-its-kind cap-and-trade program as an unfair means of punishing businesses for their use of fossil fuels. Experts say it's not surprising that the president is coming for California's environmental progress. Trump received record donations from oil and gas companies during his campaign. Meanwhile, California, a Democratic stronghold, has set aggressive climate targets that seek to limit those industries and transition the state to carbon neutrality by 2045. 'One hundred percent, California is targeted,' said Mary Creasman, chief executive of the nonprofit California Environmental Voters. 'It's along the same lines as everything we have seen from this president: political retaliation at every turn toward anybody who disagrees with him on anything — and California disagrees with him on a lot.' But California also has the tools, means and motivation to to fight back, Creasman and others said, including through litigation and legislation. Already, the state has filed or joined nearly 50 legal actions against the current administration, at least seven of which pertain to the environment. Among them is a lawsuit challenging the president's declaration of a national energy emergency, which calls for for increased fossil fuel production, waived environmental reviews and the fast-tracking of projects in potentially sensitive ecosystems and habitats. 'These procedures misuse authorities meant for disaster response and bypass important health and environmental protections for the benefit of the fossil fuel industry,' California Atty. Gen. Rob Bonta wrote in a statement about that case. Bonta has also joined a lawsuit against the administration's plans to freeze federal funding for a number of programs that Trump has disparaged as 'woke,' including environmental measures. Other suits challenge attempts to claw back funding for the construction of electric vehicle charging stations across the country; wind energy development; and the AmeriCorps program that deploys young people to disaster-relief organizations. The California attorney general has also joined a motion to defend the Environmental Protection Agency's chemical-accident safety rules from state and federal efforts to weaken or repeal it, and has signed onto an amicus brief opposing mass federal layoffs at agencies such as the EPA and the Federal Emergency Management Agency. State lawmakers — including Sens. Adam Schiff and Alex Padilla — have thrown their hats in the ring as well, penning letters to the heads of various agencies in opposition to climate grant cuts at the EPA, the closure of the federal disaster tracking system and other issues. Such challenges are a critical line of defense for California and other states working to preserve climate progress, said Pete Maysmith, president of the League of Conservation Voters, a D.C.-based nonprofit advocacy group. 'We have to litigate, we have to organize, we have to win elections,' Maysmith said. 'We need our champs in Congress — many of whom call California home — to stand up and fight against things like trying to revoke the clean air waiver that California has had for 50 years.' Indeed, the battle over clean air waivers is among the state's most ferocious fights so far. For decades, California has been granted special authority to set its own vehicle-emission standards by utilizing waivers issued by the EPA. Clean Air Act waivers have been fundamental to the state's efforts to limit greenhouse gases and transition to electric vehicles, such as its ban on the sale of new gas-powered cars by 2035. But Trump has moved to block the state's authority to do so, and earlier this month, the U.S. House of Representatives agreed with him. Now the battle is set for a vote in the Senate, which could happen as soon as this week. Cliff Rechtschaffen, a member of the California Air Resources Board, believes the president is targeting the state in part because of its special authority. 'I think California stands out because we are the leader on so many things, including our clean car and zero-emission vehicle standard,' Rechtschaffen said. Should California lose the Senate battle, the state will challenge it in the court system, he said. California can achieve a similar outcome without the waivers, Rechtschaffen said, such as raising registration fees or imposing taxes on heavily polluting vehicles — a tactic deployed in Norway that resulted in nearly all new cars purchased there last year being electric vehicles. California could also consider instituting a statewide 'indirect source' rule that would require ports and other facilities to limit pollution in the surrounding area, which could, for example, compel trucking companies using those ports to deploy low- or no-emissions vehicles. While the Clean Air Act issue is complicated, other battles may be simpler. That includes Trump's bid to halt the state's cap-and-trade program, which sets limits on companies' greenhouse gas emissions and allows them to sell 'credits' for unused emissions to other companies. Experts say he does not actually have the authority to end California's program. 'It's not really something that Trump or the attorney general can do. If you want to stop the enforcement of state law, you have to go to court, and that's the jurisdiction of the court,' Maggie Coulter, a senior attorney with the Climate Law Institute at the nonprofit Center for Biological Diversity, said about the executive order. Rechtschaffen agreed, noting that the state does not need federal authority to maintain a cap-and-trade program. Neither the EPA nor Congress has created a national cap-and-trade program that preempts state programs, 'so it's completely lawful under state law, and I don't see anything under current federal law that would threaten our program,' he said. Beyond defending itself in the courtroom, California can also use legislation to go on the offensive, according to Creasman, of California Environmental Voters. The state is already flexing its legislative strength with two 2023 laws slated to go into effect next year. Senate Bills 253 and 261 will require large corporations that do business in California to measure and publicly disclose their carbon emissions. Creasman said the laws leverage California's market size to help push national policy, and could be a model for similar efforts in the future. Another law winding through the state legislature, Senate Bill 684 — known as the 'Polluters Pay Climate Superfund Act' — would require fossil fuel polluters to pay for their share of damages and disasters caused by their emissions. The funds would be put toward projects and programs to prepare for and respond to climate change. 'As we see the federal government starting to shrink resources, 'Polluters Pay' is a really important mechanism,' Creasman said. Should the federal government succeed at rolling back protections under the Clean Air Act, Clean Water Act, Endangered Species Act and other rules, California could also consider a concept known as 'trigger laws' to restore state standards set under the previous administration, Creasman said. Trigger laws become enforceable only by specific events or conditions. One recent prominent example was when several states used the laws to trigger immediate abortion bans in the wake of the Supreme Court overturning Roe vs. Wade. This combination of weapons in California's arsenal — litigation, legislation and a large economy — mean California can mount a good defense when it comes to the environment, Creasman added. 'It is dangerous to not approach this moment with the gravity and reality of what we're in — and what we're in is a fight for our lives,' she said. Times staff writer Kevin Rector contributed to this report.
Associated Press
01-05-2025
- Business
- Associated Press
Tejon Ranch Co. Emphasizes Commitment to Execution, Oversight and Transparency
Bulldog's Apparent Lack of Understanding of Tejon's Business Risks Significant Value Destruction at Tejon Urges Shareholders to Vote 'FOR' ALL of Tejon Ranch's 10 Highly Qualified Director Nominees on the WHITE Proxy Card TEJON RANCH, Calif., May 01, 2025 (GLOBE NEWSWIRE) -- Tejon Ranch Co. (NYSE:TRC), ('Tejon' or the 'Company'), a diversified real estate development and agribusiness company, today announced that it has mailed a letter to shareholders in connection with its upcoming Annual Meeting of Shareholders (the 'Annual Meeting') to be held on May 13, 2025. The full text of the letter follows: The May 13, 2025, Tejon Ranch Annual Meeting is a few weeks away. You have a critical decision to make regarding the future of your investment. Support Tejon TODAY by voting 'FOR' ONLY Tejon's highly qualified director nominees on the Company's WHITE proxy card. Dear Fellow Tejon Ranch Shareholders, We value your investment and trust in the Tejon Board of Directors. We ask you to continue supporting our Board, which has continued to deliver for you and remains committed to generating long-term shareholder value. Our value creation strategy, aimed at unlocking the full potential of Tejon's unique assets, is informed by disciplined capital allocation and discretionary spending under the oversight of our deeply experienced and highly qualified Board. We have a demonstrated track record of acting in shareholders' best interests – regularly engaging with investors and fortifying our corporate governance practices to help ensure shareholder representation, accountability and, ultimately, shareholder returns. On the contrary, Bulldog Investors ('Bulldog'), a New Jersey-based hedge fund and serial proxy agitator, is running a campaign to derail our progress and install three unqualified director nominees on your Board, despite only just recently purchasing shares in TRC. Make no mistake, Bulldog's nominees lack the requisite experience in real estate, land development and California-specific regulation needed to govern a company like Tejon. A vote in favor of Bulldog's uninformed and ill-conceived ideas risks unravelling the purposeful work of Tejon's Board and management team over several decades. Bulldog has yet to provide any reasoned or articulate approaches to realize enhanced value for shareholders. In fact, we believe Bulldog's agenda would forego significant long-term gains for, if anything, a modest short-term return. Don't be misled. Tejon has engaged with Bulldog in good faith since learning of their investment mere months ago. Despite this, Bulldog has chosen to pursue an opportunistic proxy contest, taking advantage of our shareholder-friendly cumulative voting structure in an attempt to obtain outsized influence over the Board and direction of this company. Bulldog's Sparse Proxy Materials Demonstrate a Lack of Effort and Understanding of Our Business Bulldog has offered only surface-level commentary that ignores the reality of driving value in real estate development at Tejon. We believe shareholders deserve to know the truth and are providing the following facts in response to Bulldog's assertions: Capital Allocation Executive Compensation Shareholder Communications and Transparency Expense Management Bulldog's Campaign Highlights that its Nominees Lack the Commitment Required to Provide Strategic Oversight at Tejon In addition to introducing misleading commentary regarding Tejon and our value-creating strategy, Bulldog has deprived shareholders of vital details necessary to inform their decisions on how to vote in this election. Bulldog's proxy materials demonstrate a lack of diligence and willingness to provide complete disclosure to shareholders. On the other hand, Tejon has presented considerable and detailed information about our plans and value creation strategy. Bulldog has repeatedly rejected requests to complete the Company's standard director nominee questionnaire, which would help ensure shareholders have appropriate information about Bulldog's nominees' potential conflicts of interest and stock ownership. Bulldog's haphazard campaign stands in stark contrast to the efforts Tejon is making to provide shareholders with clear, comprehensive information about the future of their investment. If Bulldog's proxy filing is indicative of its approach to corporate oversight and management, their nominees pose a serious threat to Tejon and our shareholders. Vote for Tejon's Highly Qualified Nominees and Safeguard your Investment It is unclear why Bulldog and its nominees believe they can apply their irrelevant experience of waging proxy contests at closed-end funds into overseeing a complex and multi-faceted real-estate and land development business in California's specialized environment. Regardless, if Bulldog truly understood real estate, its commentary would reflect that material changes in land-development companies are incremental, and thus, there is little benefit to hasty monetization at this stage. Bulldog's campaign to install three unqualified directors on Tejon's Board is an overreach. Two of Bulldog's nominees, Phillip Goldstein and Andrew Dakos, are current Bulldog employees while its third nominee, Aaron Morris, has repeatedly acted as Bulldog's litigation counsel. These individuals are seemingly not focused on shareholders' best interests. While Bulldog pursues its short-term focused campaign with no concrete plan for meaningful long-term value creation, the Tejon Board and management team remain focused on maximizing value for all shareholders. We strongly recommend that you vote your shares 'FOR' ONLY Tejon's nominees on the Company's WHITE proxy card. Thank you for your continued support. Sincerely, The Tejon Ranch Co. Board of Directors Vestra Advisors is serving as financial advisor to Tejon and Gibson, Dunn & Crutcher LLP is serving as the Company's legal advisor. About Tejon Ranch Co. (NYSE: TRC) Tejon Ranch Co. is a diversified real estate development and agribusiness Company whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield. For more information on the Company, please go to Forward Looking Statements This communication contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. In particular, statements regarding Tejon's plans, strategies, prospects and expectations regarding its business and industry are forward-looking statements. They reflect Tejon's expectations, are not guarantees of performance and speak only as of the date hereof. Except as required by law, Tejon does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Tejon's business results are subject to a variety of risks, including business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates and other risks inherent in real estate and agriculture businesses. For further information on factors that could affect Tejon's business results, refer to Tejon's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent filings with the U.S. Securities and Exchange Commission. Additional Information and Where to Find It Tejon has filed a definitive proxy statement on Schedule 14A and WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2025 Annual Meeting of Shareholders. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY TEJON AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents and other documents Tejon files with the SEC free of charge at the SEC's website at Copies of the documents filed by Tejon are also available free of charge by accessing Tejon's website at Participants Tejon, its directors, certain of its executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Tejon. The identity of individual participants and information about their direct and indirect interests in the solicitation is available in Tejon's definitive proxy statement filed with the SEC on April 3, 2025 under 'Supplemental Information Regarding Participants in the Solicitation' in Appendix A, which is available free of charge at the SEC's website at Contacts: Investors Nicholas Ortiz Tejon Ranch Co., Senior Vice President, Corporate Communications & Public Affairs 661-663-4212 [email protected] Media Eric Brielmann / Jed Repko Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
Associated Press
19-04-2025
- Business
- Associated Press
Tejon Ranch Co. Successfully Executing Proven Value-Creation Strategy For Our Shareholders
Urges Shareholders to Vote 'FOR' ONLY Tejon's Highly Qualified Director Nominees on the Company's WHITE Proxy Card TODAY Bulldog's Short-Sighted Campaign Risks Derailing Decades of Important Work and Shareholder Investment and is Not Aligned with the Best Interests of Shareholders TEJON RANCH, Calif., April 18, 2025 (GLOBE NEWSWIRE) -- Tejon Ranch Co. (NYSE:TRC), ('Tejon' or the 'Company'), a diversified real estate development and agribusiness company, today mailed a letter to shareholders in connection with its upcoming Annual Meeting of Shareholders (the 'Annual Meeting') to be held on May 13, 2025. Tejon Ranch urges shareholders to vote 'FOR' the Company's director nominees only, which are located on the Company's WHITE proxy card, and withhold votes from Bulldog Investors' nominees. The full text of the letter follows: Dear Fellow Tejon Ranch Shareholders, We are reaching out to you directly because your vote on the Company's WHITE proxy card ONLY 'FOR' Tejon's 10 director nominees is critical to preserving the value of your investment. By voting, you have the power to protect your investment from Bulldog Investors' ('Bulldog') short-sighted, self-serving and last second campaign. Despite attempting to take control of nearly 30% of the Tejon Board of Directors ('Board'), Bulldog has presented shareholders with nothing but questions. Even more concerning, Bulldog appears to have no plan beyond choking off investment to Tejon's highly valuable residential development projects – putting at risk years of entitlement and execution progress by the Company on behalf of our shareholders. Bulldog's failure to articulate a value creation plan demonstrates a lack of the planning, analysis and thoughtfulness that is required to successfully oversee the execution of California real estate development, including the interconnected operations of Tejon. Bulldog's nominees have no meaningful experience in real estate, land development, or California-specific regulation, which are disciplines essential to governing a company like Tejon. Bulldog's nominees also lack understanding of the Company's many separate business assets, unlike the Company's recommended Board nominees. Phillip Goldstein and Andrew Dakos have built their careers in closed-end funds, not at operating companies or land-based businesses. Their track record, even in that narrow field, is mediocre, with the funds they oversee regularly trading at discounts to net asset value1. Mr. Goldstein himself has publicly admitted that Bulldog's involvement at Emergent Capital was a failure.2 Bulldog's third nominee, Aaron Morris, is closely tied to Bulldog. He has repeatedly acted as Bulldog's litigation counsel and appears to have been nominated primarily to serve Bulldog's interests, not the interests of all shareholders,3 on which the Company-recommended nominees are focused. Electing the Bulldog nominees would hand over strategic oversight of your Company, which is located in the most complex business climate in the U.S., to individuals with a history of poor shareholder outcomes. That's a risk Tejon's shareholders should not accept. Tejon's Proven History of Success in Development and Obtaining Key Land Use Entitlements Creates Long-Term Value In stark contrast, our shareholders made their investments in Tejon because the Company is executing the right, long-term strategy to maximize the value of the unique asset that is the Ranch. One of our differentiating core competencies is our impressive track record of securing and defending land use approvals and then executing development, especially in California's challenging regulatory environment. The Company's recommended nominees understand that the barriers of entry into California real estate are only becoming more pronounced and, as a result, the Company's achievements to date are extremely valuable for Tejon's shareholders going forward. Bulldog's nominees appear to disregard this basic California principle. For real estate assets like Tejon, the value differential between raw land and fully entitled commercial, industrial and residential land is immense. Tejon has been deliberately investing the time, effort and resources to entitle Tejon's land holdings into valuable master planned communities ('MPCs') over many years. This includes, after proceeding through the difficult and unique California entitlement process, successfully executing construction, sales, leasing and developing cash generating assets for our shareholders. In other words, Tejon's Board and executive team have been taking the right steps to realize that immense value differential for our shareholders. What Tejon's investors understand – and Bulldog seems to not understand – is that in real estate, a finite short-term focus can destroy compounding long-term value. Tejon has a decades-long track record of creating value by entitling MPCs and successfully defending them against litigation in an extremely challenging California regulatory environment. Furthermore, our success in progressing our MPCs – including the highly successful Tejon Ranch Commerce Center ('TRCC') – has been due in large part to our strong working relationships with local, state and federal decision makers. Investors know that 'all real estate is local,' and Bulldog's proposal to cease investment in the MPCs not only jeopardizes future value creation — it risks undermining the trust, goodwill and brand equity we've built with the very stakeholders who have supported our projects and risked their reputations on obtaining approvals for Tejon Ranch master plans and projects. The Board strongly believes that introducing Bulldog's nominees and their lack of the necessary qualifications, relationships or real estate experience would put our Company at risk. Long-Term, Strategic Approach to Development Drives Virtuous Value Cycle Tejon shareholders are already benefiting from our focused efforts. Our proven value creation strategy is generating recurring revenues and cash flows from our successful TRCC MPC. TRCC was created using the same land use entitlement process as our other MPCs – Mountain Village, Grapevine and Centennial. Now Bulldog wants Tejon to cease our investments in the very assets that are the building blocks of our strategic plan for future shareholder value creation and cash flow generation. The 10 years of securing approvals at TRCC have produced more than $110 million of cumulative cash flow from commercial and industrial development. MPC development requires long-term, strategic planning to optimize the value and interconnectivity of all assets. Tejon takes a measured and purposeful approach to strategic reinvestment in our landholdings as we advance our projects. To this end, Tejon has reduced discretionary land use entitlement spending for its MPCs by 38% over the past five years as our MPCs have secured entitlements and we have successfully defended them against litigation which our shareholders understand is capital intensive. We have been successful in spreading our risks across different investments and by utilizing partnerships. Moreover, we were 2½ times oversubscribed in a 2017 rights offering and have continued to advance our approval efforts without requiring additional shareholder equity due to our prudent capital allocation. Additionally, Company headcount has decreased by nearly half over the past ten years as Tejon has outsourced portions of its business, while still building internal execution knowledge and becoming more efficient. All of this is being accomplished by maintaining very low debt on our balance sheet. Tejon's Board is Best Positioned to Continue our Value Creation Strategy Tejon's directors are best equipped to oversee our unique and complex business strategy, and the very difficult land use entitlement process required to derive value from it. Our directors bring skills and expertise that are crucial to our business, particularly as it relates to California's commercial and residential real estate industry. Their leadership, knowledge and commitment are exactly what Tejon needs to thrive going forward into a great execution and development phase of our business. If Bulldog succeeds in its misguided campaign, the long-term value of Tejon will be significantly compromised. Bulldog has only recently accumulated shares in Tejon, with the aim of making a quick return. We believe Bulldog's short-term focus would erase decades of hard work, shareholder investment and value over the long-term and delay shareholder returns. Since Bulldog can cumulate votes at the shareholder meeting, it has an outsized influence compared to its position in Tejon. We urge you to vote ONLY in favor of Tejon's 10 nominees on the Company's WHITE proxy card and withhold all votes from Bulldog's nominees. Your support is essential to preserving Tejon's ability to drive long-term value for shareholders and create a real path forward for real returns back to shareholders upon the future implementation of all our MPC's. Thank you for your continued support. Sincerely, The Tejon Ranch Co. Board of Directors Vestra Advisors is serving as financial advisor to Tejon and Gibson, Dunn & Crutcher LLP is serving as the Company's legal advisor. About Tejon Ranch Co. (NYSE: TRC) Tejon Ranch Co. is a diversified real estate development and agribusiness Company whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield. For more information on the Company, please go to Forward Looking Statements This communication contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. In particular, statements regarding Tejon's plans, strategies, prospects and expectations regarding its business and industry are forward-looking statements. They reflect Tejon's expectations, are not guarantees of performance and speak only as of the date hereof. Except as required by law, Tejon does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Tejon's business results are subject to a variety of risks, including business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates and other risks inherent in real estate and agriculture businesses. For further information on factors that could affect Tejon's business results, refer to Tejon's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent filings with the U.S. Securities and Exchange Commission. Additional Information and Where to Find It Tejon has filed a definitive proxy statement on Schedule 14A and WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2025 Annual Meeting of Shareholders. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY TEJON AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents and other documents Tejon files with the SEC free of charge at the SEC's website at Copies of the documents filed by Tejon are also available free of charge by accessing Tejon's website at Participants Tejon, its directors, certain of its executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Tejon. The identity of individual participants and information about their direct and indirect interests in the solicitation is available in Tejon's definitive proxy statement filed with the SEC on April 3, 2025 under 'Supplemental Information Regarding Participants in the Solicitation' in Appendix A, which is available free of charge at the SEC's website at _______________________________ [1] All data as of April 17, 2025, via CEF Connect: 12.5% average discount at Special Opportunities Fund, Inc. over the last 52 weeks (Dakos and Goldstein are directors); 13.7% average discount at Total Return Securities Fund over the last 52 weeks (Dakos and Goldstein are directors); 8.6% average discount at High Income Securities Fund over the last 52 weeks (Dakos and Goldstein are directors); 26.3% average discount at Mexico Equity & Income Fund over the last 52 weeks (Goldstein is a director). [2] The Deal: Bulldog Investors' Goldstein Calls Emergent Worst Activist Campaign (August 3, 2017) [3] Press Release: Special Opportunities Fund Provides Update On FAST Acquisition Corp. Settlement (May 6, 2024); Press Release: Bulldog Investors Sues To Prevent 'Claw Back' Lawsuits Against Public Stockholders of Bankrupt SPAC (February 16, 2024); Law 360: First Trust Sued For Denying Activist's Trustee Nominees (May 10, 2023) Contacts: Investors Nicholas Ortiz Tejon Ranch Co., Senior Vice President, Corporate Communications & Public Affairs 661-663-4212 [email protected] Media Eric Brielmann / Jed Repko Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
Yahoo
19-04-2025
- Business
- Yahoo
Tejon Ranch Co. Successfully Executing Proven Value-Creation Strategy For Our Shareholders
Urges Shareholders to Vote 'FOR' ONLY Tejon's Highly Qualified Director Nominees on the Company's WHITE Proxy Card TODAY Bulldog's Short-Sighted Campaign Risks Derailing Decades of Important Work and Shareholder Investment and is Not Aligned with the Best Interests of Shareholders TEJON RANCH, Calif., April 18, 2025 (GLOBE NEWSWIRE) -- Tejon Ranch Co. (NYSE:TRC), ('Tejon' or the 'Company'), a diversified real estate development and agribusiness company, today mailed a letter to shareholders in connection with its upcoming Annual Meeting of Shareholders (the 'Annual Meeting') to be held on May 13, 2025. Tejon Ranch urges shareholders to vote 'FOR' the Company's director nominees only, which are located on the Company's WHITE proxy card, and withhold votes from Bulldog Investors' nominees. The full text of the letter follows: Dear Fellow Tejon Ranch Shareholders, We are reaching out to you directly because your vote on the Company's WHITE proxy card ONLY 'FOR' Tejon's 10 director nominees is critical to preserving the value of your investment. By voting, you have the power to protect your investment from Bulldog Investors' ('Bulldog') short-sighted, self-serving and last second campaign. Despite attempting to take control of nearly 30% of the Tejon Board of Directors ("Board"), Bulldog has presented shareholders with nothing but questions. Even more concerning, Bulldog appears to have no plan beyond choking off investment to Tejon's highly valuable residential development projects – putting at risk years of entitlement and execution progress by the Company on behalf of our shareholders. Bulldog's failure to articulate a value creation plan demonstrates a lack of the planning, analysis and thoughtfulness that is required to successfully oversee the execution of California real estate development, including the interconnected operations of Tejon. Bulldog's nominees have no meaningful experience in real estate, land development, or California-specific regulation, which are disciplines essential to governing a company like Tejon. Bulldog's nominees also lack understanding of the Company's many separate business assets, unlike the Company's recommended Board nominees. Phillip Goldstein and Andrew Dakos have built their careers in closed-end funds, not at operating companies or land-based businesses. Their track record, even in that narrow field, is mediocre, with the funds they oversee regularly trading at discounts to net asset value1. Mr. Goldstein himself has publicly admitted that Bulldog's involvement at Emergent Capital was a failure.2 Bulldog's third nominee, Aaron Morris, is closely tied to Bulldog. He has repeatedly acted as Bulldog's litigation counsel and appears to have been nominated primarily to serve Bulldog's interests, not the interests of all shareholders,3 on which the Company-recommended nominees are focused. Electing the Bulldog nominees would hand over strategic oversight of your Company, which is located in the most complex business climate in the U.S., to individuals with a history of poor shareholder outcomes. That's a risk Tejon's shareholders should not accept. Tejon's Proven History of Success in Development and Obtaining Key Land Use Entitlements Creates Long-Term Value In stark contrast, our shareholders made their investments in Tejon because the Company is executing the right, long-term strategy to maximize the value of the unique asset that is the Ranch. One of our differentiating core competencies is our impressive track record of securing and defending land use approvals and then executing development, especially in California's challenging regulatory environment. The Company's recommended nominees understand that the barriers of entry into California real estate are only becoming more pronounced and, as a result, the Company's achievements to date are extremely valuable for Tejon's shareholders going forward. Bulldog's nominees appear to disregard this basic California principle. For real estate assets like Tejon, the value differential between raw land and fully entitled commercial, industrial and residential land is immense. Tejon has been deliberately investing the time, effort and resources to entitle Tejon's land holdings into valuable master planned communities ('MPCs') over many years. This includes, after proceeding through the difficult and unique California entitlement process, successfully executing construction, sales, leasing and developing cash generating assets for our shareholders. In other words, Tejon's Board and executive team have been taking the right steps to realize that immense value differential for our shareholders. What Tejon's investors understand – and Bulldog seems to not understand – is that in real estate, a finite short-term focus can destroy compounding long-term value. Tejon has a decades-long track record of creating value by entitling MPCs and successfully defending them against litigation in an extremely challenging California regulatory environment. Furthermore, our success in progressing our MPCs – including the highly successful Tejon Ranch Commerce Center ('TRCC') – has been due in large part to our strong working relationships with local, state and federal decision makers. Investors know that 'all real estate is local,' and Bulldog's proposal to cease investment in the MPCs not only jeopardizes future value creation — it risks undermining the trust, goodwill and brand equity we've built with the very stakeholders who have supported our projects and risked their reputations on obtaining approvals for Tejon Ranch master plans and projects. The Board strongly believes that introducing Bulldog's nominees and their lack of the necessary qualifications, relationships or real estate experience would put our Company at risk. Long-Term, Strategic Approach to Development Drives Virtuous Value Cycle Tejon shareholders are already benefiting from our focused efforts. Our proven value creation strategy is generating recurring revenues and cash flows from our successful TRCC MPC. TRCC was created using the same land use entitlement process as our other MPCs – Mountain Village, Grapevine and Centennial. Now Bulldog wants Tejon to cease our investments in the very assets that are the building blocks of our strategic plan for future shareholder value creation and cash flow generation. The 10 years of securing approvals at TRCC have produced more than $110 million of cumulative cash flow from commercial and industrial development. MPC development requires long-term, strategic planning to optimize the value and interconnectivity of all assets. Tejon takes a measured and purposeful approach to strategic reinvestment in our landholdings as we advance our projects. To this end, Tejon has reduced discretionary land use entitlement spending for its MPCs by 38% over the past five years as our MPCs have secured entitlements and we have successfully defended them against litigation which our shareholders understand is capital intensive. We have been successful in spreading our risks across different investments and by utilizing partnerships. Moreover, we were 2½ times oversubscribed in a 2017 rights offering and have continued to advance our approval efforts without requiring additional shareholder equity due to our prudent capital allocation. Additionally, Company headcount has decreased by nearly half over the past ten years as Tejon has outsourced portions of its business, while still building internal execution knowledge and becoming more efficient. All of this is being accomplished by maintaining very low debt on our balance sheet. Tejon's Board is Best Positioned to Continue our Value Creation Strategy Tejon's directors are best equipped to oversee our unique and complex business strategy, and the very difficult land use entitlement process required to derive value from it. Our directors bring skills and expertise that are crucial to our business, particularly as it relates to California's commercial and residential real estate industry. Their leadership, knowledge and commitment are exactly what Tejon needs to thrive going forward into a great execution and development phase of our business. If Bulldog succeeds in its misguided campaign, the long-term value of Tejon will be significantly compromised. Bulldog has only recently accumulated shares in Tejon, with the aim of making a quick return. We believe Bulldog's short-term focus would erase decades of hard work, shareholder investment and value over the long-term and delay shareholder returns. Since Bulldog can cumulate votes at the shareholder meeting, it has an outsized influence compared to its position in Tejon. We urge you to vote ONLY in favor of Tejon's 10 nominees on the Company's WHITE proxy card and withhold all votes from Bulldog's nominees. Your support is essential to preserving Tejon's ability to drive long-term value for shareholders and create a real path forward for real returns back to shareholders upon the future implementation of all our MPC's. Thank you for your continued support. Sincerely, The Tejon Ranch Co. Board of Directors YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. YOU MAY VOTE BY THE INTERNET OR MAIL BY FOLLOWING THE INSTRUCTIONS ON THE WHITE PROXY CARD. WE URGE YOU TO VOTE TODAY!If you have any questions or require any assistance with voting your shares, please contact:D.F. King & Co., Inc.48 Wall StreetNew York, NY 10005Banks and Brokers: (212) 390-0450All Others: (866) 796-7184Email: TRC@ Vestra Advisors is serving as financial advisor to Tejon and Gibson, Dunn & Crutcher LLP is serving as the Company's legal advisor. About Tejon Ranch Co. (NYSE: TRC) Tejon Ranch Co. is a diversified real estate development and agribusiness Company whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield. For more information on the Company, please go to Forward Looking Statements This communication contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. In particular, statements regarding Tejon's plans, strategies, prospects and expectations regarding its business and industry are forward-looking statements. They reflect Tejon's expectations, are not guarantees of performance and speak only as of the date hereof. Except as required by law, Tejon does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Tejon's business results are subject to a variety of risks, including business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates and other risks inherent in real estate and agriculture businesses. For further information on factors that could affect Tejon's business results, refer to Tejon's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent filings with the U.S. Securities and Exchange Commission. Additional Information and Where to Find It Tejon has filed a definitive proxy statement on Schedule 14A and WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2025 Annual Meeting of Shareholders. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY TEJON AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents and other documents Tejon files with the SEC free of charge at the SEC's website at Copies of the documents filed by Tejon are also available free of charge by accessing Tejon's website at Participants Tejon, its directors, certain of its executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Tejon. The identity of individual participants and information about their direct and indirect interests in the solicitation is available in Tejon's definitive proxy statement filed with the SEC on April 3, 2025 under 'Supplemental Information Regarding Participants in the Solicitation' in Appendix A, which is available free of charge at the SEC's website at [1]All data as of April 17, 2025, via CEF Connect: 12.5% average discount at Special Opportunities Fund, Inc. over the last 52 weeks (Dakos and Goldstein are directors); 13.7% average discount at Total Return Securities Fund over the last 52 weeks (Dakos and Goldstein are directors); 8.6% average discount at High Income Securities Fund over the last 52 weeks (Dakos and Goldstein are directors); 26.3% average discount at Mexico Equity & Income Fund over the last 52 weeks (Goldstein is a director).[2] The Deal: Bulldog Investors' Goldstein Calls Emergent Worst Activist Campaign (August 3, 2017)[3] Press Release: Special Opportunities Fund Provides Update On FAST Acquisition Corp. Settlement (May 6, 2024); Press Release: Bulldog Investors Sues To Prevent 'Claw Back' Lawsuits Against Public Stockholders of Bankrupt SPAC (February 16, 2024); Law 360: First Trust Sued For Denying Activist's Trustee Nominees (May 10, 2023) Contacts: Investors Nicholas OrtizTejon Ranch Co., Senior Vice President, Corporate Communications & Public Affairs661-663-4212nortiz@ Media Eric Brielmann / Jed RepkoJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449
