TheChek News Flow

Activists hold US Steel CEO’s feet to the smelter

David Burritt will have to provide a vision of how the company can thrive on its own if a Nippon Steel deal does not materialise

Donald Trump’s re-election shows America is big on comebacks. And his 2020 electoral defeat suggests bitter losses can still lead to future success. US Steel CEO David Burritt is seeking a similar redemption arc.

Burritt engineered the $15bn sale of his company to Nippon Steel in 2023, only to see it blocked in the last weeks of Joe Biden’s presidency. Trump, for his part, never favoured selling the company to a foreign buyer. Nor did the United Steelworkers of America. But the buyout agreement has yet to be terminated and US Steel and Nippon are holding out hope that the newly inaugurated Trump can be persuaded to reverse Biden’s verdict.

While the US Steel boss fights the last battle, some investors have moved on to a new one. Earlier this week, hedge fund Ancora Holdings declared it wants fellow shareholders to replace the board and sack Burritt, whom it thinks can no longer effectively govern. It is not uncommon for a CEO to leave when a big transaction falls apart, but Burritt insists that his final chapter is not written.

Ancora may be harsh to fault Burritt for pursuing the deal with Nippon, as if an unprecedented brawl over a buyer from an allied nation was predictable. The Nippon share price offer, more than double where US Steel was previously trading, came amid a process kicked off by a hostile bid for US Steel from another rival, Cleveland Cliffs. 

Moreover, it’s not like buyer and seller didn’t try to get the deal through. Nippon made generous, if uneconomic, concessions to allow local control of its prey. With Burritt at the helm, US Steel is pursuing two lawsuits, one over the Washington rejection and another over the union and Cleveland Cliffs’ attempts to scotch the deal. Besides, failure isn’t so bad. A Nippon abandonment would secure a $565mn termination fee for US Steel.

If the merger proves truly dead, the question of who should run the steelmaker is worth asking. Ancora says Burritt has failed as an operator and describes its candidate to replace him, industry executive Alan Kestenbaum, as a steel-sector “legend”. Such a person would come in handy: US Steel’s current share price is just $36, far below the $55 on offer from Nippon.

The biggest challenge for Burritt is that, unless he can revive the Nippon deal before its June drop-dead date, he must provide a persuasive vision of how US Steel can thrive on its own. Yet his brokering of the Nippon deal suggests he doesn’t think it can. It wouldn’t be surprising if shareholders are ready to give Ancora, which may have its own M&A angle, a hearing.

Third Point’s Loeb pushes back on ‘sweetheart’ buyout deal

The super rich are still obsessed with Soho House SHCO 3.73%increase; green up pointing triangle after all.

The chain of swanky clubs with outposts in New York and London had been losing its cachet after a rapid expansion and growing membership wore away at its air of exclusivity. Now, Dan Loeb and his activist hedge fund Third Point are questioning a bid backed by fellow billionaire Ron Burkle to take the club private.

Loeb unveiled a nearly 10% stake in the company in a regulatory filing Wednesday. In a letter to its board, Loeb argued that the $1.7 billion offer was a “sweetheart” deal that resulted from an opaque process.

The offer was supported by a consortium of investors including supermarket mogul Burkle, who has served as Soho House’s chairman since his investment firm The Yucaipa Cos. acquired a majority stake in 2012.

“While we applaud the decision to return the company to private ownership, it appears to us that the board has failed to perform its most important responsibility: to ensure a fair sales process that achieves maximum value for all shareholders,” Loeb wrote.

The $9-per-share bid announced last month represented a significant premium to where the stock had been trading.

Loeb is pushing the board to consider outside bidders, who he said would pay a better price for the company, and said members would benefit from a visionary new owner. Loeb is one of the best known hedge-fund managers of his generation and in recent years has pushed for change at Advance Auto Parts and Bath & Body Works.

Representatives for Burkle and Soho House didn’t immediately respond to requests for comment.

Soho House was founded in London in 1995 and became a place where the rich could enjoy a cocktail with the hope of rubbing elbows with celebrities and power brokers. It opened a New York outpost in 2003 and saw its profile rise after being featured in an episode of “Sex and the City,” with Samantha’s struggles to get into the club burnishing its cred as a hangout spot for the elite.

The chain expanded, and had more than 42 clubs as of the end of 2023. Complaints of overcrowding and surging membership have weighed on Soho House, which stopped accepting applications in some cities in recent years. Annual memberships start at around $3,150 for those over 27, according to its website.

Shares of Soho House were up 4.6% in afternoon trading Wednesday.

Attendees paid five-figure sums to attend dinner hosted by Nigel Farage on Tuesday

More than half a dozen major former Conservative donors paid five-figure sums to attend a lavish fundraiser for Reform UK that raised more than £1mn on Tuesday evening.

Past Tory supporters Bassim Haidar and Mohamed Amersi confirmed their presence, and that they had each paid £25,000 for a VIP ticket to the event in order to sit at the top table.

Haidar said there were at least eight significant former Conservative donors including himself at the event, while Amersi estimated there were many more “disgruntled Tory donors” at the gathering of about 100 people.

Haidar, a Nigerian-born Lebanese entrepreneur who has given £675,000 to the Conservatives in the past two years, told the FT the event was “a valuable opportunity to learn more about the party’s mission, and I believe they have a good one to ‘make the UK great again’.”

He said it was “worth considering them as a strong alternative” to the Tories, whose crackdown on non-doms prompted vocal criticism from Haidar last year.

Fellow tycoon Amersi, a UK citizen born in Kenya, said the party “certainly appeared far more electable than I would ever have imagined, and Farage was inspirational.” He added: “The energy was electric.”

He said Nigel Farage’s links to Donald Trump were an “added bonus” and praised property magnate Nick Candy, the former Tory donor who became Reform’s treasurer last month.

Amersi, who has given more than £500,000 to the Tories since 2018, said he remained a Conservative member and would be attending a cocktail party it was hosting on Wednesday night in London, as he wished to keep abreast of developments.

But he said the Tories were “losing momentum” and accused party leader Kemi Badenoch of having “no policies, no outreach, no connectivity”, adding that she “doesn’t know what ground she is occupying”.

Asked about past Tory donors attending the Reform dinner this week, Badenoch’s spokesperson said on Wednesday: “There are lots of donors out there and we’re looking for new donors all the time, bringing donors back to the party, so we are very confident about our fundraising.”

They added that the Tory leader is getting the party back on a sure financial footing ready to fight the local elections in May.

Myles Barclay, a young member of the Barclay banking family, and Andrew Reid, the British horse race trainer and former treasurer of the UK Independence party, also attended the dinner, according to two people who attended the event. Neither responded to a request for comment.

Other partygoers paid £10,000 for a seat at the dinner at Oswald’s, an exclusive private members’ club in Mayfair owned by Robin Birley.

Birley himself paid for the food at the event, according to two people briefed on the matter.

Guests were served Dom Pérignon 2012 and Nyetimber English sparkling wine, alongside a menu including lobster and avocado, sea bass, and tarte Tropezienne.

Forms requesting additional donations of between £1,000 to £10,000 were left on the tables.

Farage addressed the crowd, declaring “there is no ‘wokery’ in this room”, according to one partygoer.

He set out the party’s plans to make major gains in the Welsh Senedd elections next year. Reform is set to benefit from changes to the electoral system for the Senedd that will make the result more proportional.

Reform came second in 13 of 32 Welsh constituencies at the general election last year, and secured 17 per cent of votes, though it did not win a single seat.

Oliver Lewis, the party’s Welsh spokesperson, said this month that he believed Reform could form the new Senedd government in 2026.

The dinner is the latest signal of Reform’s momentum, after it overtook the Tories in the polls. The latest average shows Farage’s party is one point ahead of the Conservatives and just three points behind Labour.

Executives at French shareholder visit Japan, seeking to benefit from a merger of the two Japanese carmakers

Renault has urged Nissan to negotiate a higher premium from Honda as the French group seeks to benefit from a merger of the two Japanese groups that would create the world’s third-largest carmaker by sales.

According to people with knowledge of the discussions, senior executives at Renault visited Japan to meet Nissan over the past two days to relay its view on the transaction as the two Japanese rivals iron out details of the merger.

Renault has not spoken in detail about the proposed deal but the company has been open to a merger between the two Japanese groups as it aims to sell down its stake in the crisis-hit Nissan.

Nissan and Renault restructured their 25-year alliance in 2023 following constant infighting over their capital structure. Currently, Renault holds a 36 per cent stake in Nissan, including a remaining 18.7 per cent in a French trust, which it has been whittling down. People close to Renault have said the company is open to selling some of its shares in Nissan to Honda if the deal materialised.

During the latest discussions with Nissan, Renault executives called on Nissan not to drag out its talks with Honda in order to focus on reviving its business, one person close to the situation said. As part of its turnaround efforts, Nissan has said it plans to cut 9,000 jobs and a fifth of its production capacity.

“When looking at relative sizes, projected governance and industrial integration, we are talking in reality about Honda taking control of Nissan,” the person added, calling for a “control premium” to be recognised as part of the deal.

Repeating a statement made when Nissan and Honda announced a memorandum of understanding in December, Renault said: “As the main shareholder of Nissan, Renault Group will consider all options based on the best interests of the group and its stakeholders.”

Under the MoU, Honda and Nissan aim to reach a definitive merger agreement for a holding company by the end of June, including fixing the merger ratio.

Honda chief executive Toshihiro Mibe said at the press conference unveiling the talks, that the share ratio would be “decided on the results of due diligence and third-party valuations with reference to the average closing share prices over a certain period prior to the announcement of the MoU”.

Mibe also said that the “majority” of board members of the holding company would be appointed by Honda, in effect admitting that his group would take control, while denying it was rescuing crisis-stricken Nissan.

“Honda would take the lead in pushing this forward in the initial stages,” he said, adding that the company would protect the Nissan brand.

Nissan insiders are concerned about the impact of a potential merger on its brand, citing previous cases of Japan-on-Japan deals such as the Sanyo and Panasonic transaction where the Sanyo brand all but disappeared after the takeover.

Honda announced a hefty ¥1.1tn ($7bn) share buyback on the day of the formal launch of deal talks in an attempt to boost its share price, strengthening its hand in the negotiations.

Nissan declined to comment. Honda did not immediately respond to a request for comment.

Private-equity firm will have a 12% stake in Henry Schein, with option to buy more

The private-equity firm KKR KKR 3.63%increase; green up pointing triangle has taken a big stake in the medical- and dental-supply company Henry Schein HSIC -0.77%decrease; red down pointing triangle and plans to work with the company to improve its operations.

The details

KKR has amassed a large stake in the company and announced a deal Wednesday that includes increasing that stake to 12% with the option to buy up to 2.9% more in the future, confirming an earlier Wall Street Journal report. Henry Schein has agreed to give the private-equity firm two board seats.

Henry Schein, which has a market capitalization of about $9.5 billion, distributes medical and dental supplies to customers worldwide. The Melville, N.Y., company has been the subject of an activist campaign by Ananym Capital Management, which had been focused on CEO succession planning.

“This just shows that, when you apply pressure to the right place, a variety of good things become possible,” said Charlie Penner, one of Ananym’s co-founders, alongside Alex Silver.

Shares of Henry Schein haven’t moved much in recent years, while the broader market has surged. Investors have soured on the company’s acquisition and integration strategy. The stock was up in premarket trading Wednesday.

“This is a role we can play, being a long-term shareholder to a company truly under attack from activists,” said Pete Stavros, KKR’s global co-head of private-equity. He said the firm would be open to making similar investments in companies beset by activists if it has a good relationship with management and can secure formal governance rights.

KKR will also be working with Henry Schein to explore the possibility of implementing an employee-ownership model, something the private-equity firm has done across its portfolio, the companies said.

The context

Henry Schein CEO Stanley Bergman has been at the helm since 1989. A representative from KKR will join a board committee that has been working on CEO succession planning, the people said.

The deal represents a twist on a traditional corporate-defense strategy. Companies sometimes work with a friendly buyer to keep a hostile buyer at bay. Rarely, if ever, has that “white knight” role been played by a private-equity firm.

Private-equity firms typically take control of a company. For public companies, that usually means paying a significant premium over where the stock is trading to take it private. KKR was able to amass its stock position at market prices.

Doing a full buyout of a company of Henry Schein’s size would also likely require KKR to bring in one or more rival firms as a partner. These so-called club deals have an uneven record because firms often disagree over strategy.

KKR, which manages more than $620 billion in assets, has experience in the dental business. It owns the dental groups Heartland Dental and 123Dentist. Its portfolio company Internet Brands also owns a dental-software company with Henry Schein through a joint venture.

The debt-and-equity funding is the latest sign venture capitalists have embraced the superfast weapons

Silicon Valley’s enthusiasm for superfast weapons has picked up speed, with defense-tech startup Castelion raising $100 million through debt and equity to build hypersonic missile systems.

The company is vying to sell long-range strike weapons to the U.S. military. Castelion is part of an increasingly well-funded sector of venture-backed defense companies. Many are hopeful the new Trump administration and Elon Musk’s influence with the president will yield more government contracts for startups.

“There will be more support for awarding contracts to nontraditional players,” said Sean Pitt, Castelion’s co-founder. The administration has given the Pentagon “the freedom to lean into new companies.”

Castelion raised $70 million from venture investors and $30 million in debt to help finance a new manufacturing plant to add to its facilities in California and Texas. The funding round, led by Lightspeed Venture Partners, brings the company’s total funding to $114 million. Andreessen Horowitz also invested.

A number of startups are focused on building hypersonic-speed aircraft as well as launching services and engines. Castelion is pitching an entire weapons system. It builds the whole aircraft, from the solid rocket motors to the electronics. It may venture into building the warheads, although now the company buys them.

The Defense Department has considered hypersonics a national-security imperative for more than a decade. Despite spending billions of dollars on the effort, it has failed to develop battlefield-ready technology.

Castelion says its frequent flight tests, quick engineering upgrades and economical manufacturing will produce cheaper and better hypersonic weapons. It does about three test flights a month in the California desert.

Hypersonic weapons, defined as a projectile that flies at least five times the speed of sound, can be launched from great distances, maneuver and evade most air defenses. They became a top Defense Department priority during President Trump’s first administration. A 2021 test flight by China, which launched a weapon that circled the globe at 20 times the speed of sound or faster, alarmed Washington. Last year, the Biden administration added hypersonics to its list of critical and emerging technologies.

The Army missed its goal of fielding a hypersonics weapon in 2023 after testing failures, and pushed its deadline back. The Army didn’t respond to a request for comment.

A hypersonics program the Air Force estimated would become operational in 2022 hasn’t materialized, and the service is working on another program that it says will produce a weapon in 2027. An Air Force spokeswoman said the service is working on other programs and collaborating with startup defense companies and providing them with opportunities to demonstrate their technology.

Many in the industry hope Trump’s shake-up of Washington agencies, the technology industry’s coziness with the president, and influence from Musk—himself the founder of the largest venture-backed defense-tech company—will bring attention and money to hypersonics.

Castelion’s three founders were each previously in senior positions at SpaceX, and roughly half the company’s 60 employees joined from Musk’s firm. The founders said they haven’t had contact with Musk since starting Castelion in 2022.

Castelion said it would have a finished product ready for the military in 2027 and will have its first hypersonic-speed test flight for its weapon this summer. It has been awarded more than $22 million in federal government contracts, most from the Air Force.