TheChek News Flow

Nuel Pharr Davis was my English professor. I didn’t appreciate his journalistic skills.

The new movie “Oppenheimer” is based on the biography “American Prometheus” by Kai Bird and Martin Sherwin.

But it has me thinking of my English professor Nuel Pharr Davis, an earlier biographer of J. Robert Oppenheimer.

Davis was a faculty member at the University of Illinois. He spent most of the 1960s researching “Lawrence and Oppenheimer,” published in 1968, a year after Oppenheimer died. It was a prodigious work—involving interviews with 100 people who worked with both Oppenheimer and Ernest Lawrence, the Nobel Prize-winning experimental physicist.

The book was a National Book Award nonfiction finalist.

I wonder if it might have been made into a film had Davis been a savvier promoter. He rarely mentioned it to his students, casually referencing on a few occasions “my book about making the bomb.”

I took several of his classes at Illinois in the 1970s and we became friends. Davis influenced my thinking about life in the classroom and in private conversations in his office. I met my wife of 45 years in one of his creative writing seminars. At the time I didn’t appreciate his journalism skills—his seven years of reviewing a plethora of government documents and tracking down people to interview.

Davis brought remarkable clarity and masterful technical description to a story complicated by its cast of characters—the physicists who with Oppenheimer, Lawrence, Enrico Fermi and other scientists and military personnel introduced the nuclear age with world-changing shock and awe.

In Davis’s telling, Oppenheimer was viewed by colleagues as an eclectic genius, a human computer, an encyclopedia of modern physics and related sciences. He became a postwar folk hero only to be severely discredited in the mid-1950s on allegations that he was a threat to national security.

Davis’s book portrayed Oppenheimer as a dedicated public servant who ultimately brought precision and management to the Los Alamos laboratory. Davis captured Oppenheimer’s self-absorption, saying he was most comfortable alone at a blackboard working on a theoretical physics problem. One of my favorite parts in Davis’s book is about a young Oppenheimer accidentally driving his car off the road more than once because he was preoccupied with solving an equation in his head.

Like Oppenheimer, Davis was a unique character. His literature classes were high entertainment. He might illustrate a point by creating his own sound effects with his voice or a squeaky chair. He wouldn’t hesitate to ask someone to sing a song to the rest of the class or do something embarrassingly theatrical. He could make stories by dead writers relevant, triggering mind-expanding introspection and empathy in his students.

Davis looked old beyond his years (late 50s) when I was a student. Like Oppenheimer, he was a heavy smoker. Sometimes I saw him walking to his campus office building with hunched shoulders, as if still carrying on his back the burden of producing a significant book. His death in 2001 at 85 was noted only by a three-sentence obituary in the local paper. But I’ll remember him when I see “Oppenheimer.”

The Justice Department and FTC aim to promote competition and make antitrust law easy to understand.

When markets are competitive and companies jostle to win business, everyone benefits. Consumers pay lower prices and get better service. Workers have more options to earn higher wages and get better working conditions. And we all benefit from the breakthrough innovations and diverse views that flourish when markets are open and the best ideas win.

More than a century ago, Congress set out to protect free and fair competition by passing antitrust laws. These laws prohibit mergers that may harm competition, while permitting those that don’t. As federal antitrust enforcers, we want our approach to be clear and predictable. Since 1968, our agencies have issued guidelines to explain how we assess whether mergers might hurt competition.

The Justice Department and Federal Trade Commission have updated the merger guidelines to reflect an evolving economy several times, under Presidents Reagan, George H.W. Bush, Clinton, Obama and Trump. We are continuing that tradition. Our proposed guidelines are faithful to the legal principles that have guided our enforcement efforts for generations. They recognize that firms can compete in a variety of ways and lay out the different ways that mergers may threaten competition.

The guidelines are written to be understood by businesses, consumers, entrepreneurs, workers and the broader public. We focused on three goals while drafting them.

First, as federal antitrust enforcers, we are bound by the antitrust laws as written by Congress and interpreted by the Supreme Court.

The Clayton Act of 1914 prohibits any merger that may substantially reduce competition or tend to create a monopoly.

Time and again since then—from expanding the Clayton Act to address a broader range of transactions to requiring that companies notify the government in advance of large mergers—Congress has closed loopholes and offered antitrust enforcers and private citizens more tools to stop anticompetitive mergers.

Recognizing Congress’s clear commands, more than a century of Supreme Court and appellate precedent makes clear that the antitrust laws protect the public from mergers that let dominant firms further control a market or create choke points in the economy. To ensure that our approach to merger review is faithful to the law, the proposed guidelines include—for the first time—legal citations to Supreme Court cases.

Second, enduring antitrust legal principles must be applied to today’s markets, reflecting how companies operate, compete and grow in the 21st century. To make sure we understand these changes, our proposed merger guidelines encompass the insights of modern analytical tools, taking into account market realities.

Third, we have written the draft guidelines with the broader public, not only antitrust experts, in mind. This makes it easier for businesses and individuals to understand the risk that a merger or acquisition may lead to an antitrust investigation and, where warranted, a lawsuit. But the proposed merger guidelines don’t create rights or responsibilities, nor are they substitutes for the law itself.

The proposed merger guidelines are the result of a public request for information issued in January 2022. We received more than 5,000 comments—from businesses, individuals, farmers, nurses, pharmacists, consumer advocates, worker organizations, antitrust practitioners, academics and trade associations. During four listening sessions, we heard about the effects of mergers and acquisitions on different sectors, which helped us understand how mergers can undermine open markets.

Our work isn’t done. We encourage the public to read the proposed merger guidelines and share its views at regulations.gov. The deadline to comment is Sept. 18. Our agencies will read and reflect on these comments before issuing final merger guidelines.

Congress tasked us with faithfully enforcing the antitrust laws to promote open, resilient markets. By updating the merger guidelines we hope to propel American ingenuity and ensure that the best ideas win.

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Elon Musk Says Twitter Will Change Its Logo to X

Billionaire owner says he will soon ‘bid adieu’ to the company’s brand and ‘all the birds’

“X.com now points to twitter.com,” Musk tweeted Sunday. “Interim X logo goes live later today.”

The billionaire owner of Twitter signaled the change was coming in a series of tweets early Sunday, posting that Twitter would soon switch its longtime logo—the silhouette of a jovial blue bird—to an “X.”

“Soon we shall bid adieu to the Twitter brand and, gradually, all the birds,” Musk wrote minutes after midnight ET Sunday.

“It’s an exceptionally rare thing—in life or in business—that you get a second chance to make another big impression,” Twitter Chief Executive Linda Yaccarino tweeted Sunday.

Yaccarino described X as including audio, video, messaging and banking capabilities.

Musk has spoken before about his ambition to use Twitter as the foundation of a vision that he has described as “X.com” and an “everything app.”

In March Musk said that he thought it was possible for his company “to become the biggest financial institution in the world.”

He has cited as a model WeChat, a popular Chinese app that is used for everything from messaging to mobile payments to business services.

Twitter’s incoming logo harks back to Musk’s former online banking startup, X.com, which later became PayPal after a merger with another firm. He tweeted last year that buying Twitter would bring him closer to fulfilling the “original X.com vision.”

Elon Musk, the billionaire owner of Twitter, has a long history with the letter X. PHOTO: MATTHEW BUSCH FOR THE WALL STREET JOURNAL

Twitter said in a legal filing earlier this year that it had a new company name, X Corp. At the time, the app on users’ phones kept its Twitter logo with the bird. X Corp. has a parent company named X Holdings Corp., according to the filing.

Musk has said he wants Twitter to be a digital town square where anyone from presidential candidates to ordinary users can break news; a platform that offers digital-payments features; a place where online content creators can build a following and make a living, and more.

Already, Musk has shifted a part of Twitter’s operational emphasis toward a subscription business that offers paying users extras like editing features and prioritized rankings in some conversations.

He has touted plans to make Twitter more of a video platform, and this month the company started paying some creators a portion of revenue from ads placed in replies to their tweets.

Much of Musk’s vision has yet to play out.

Twitter’s valuation dropped to less than half the $44 billion price Musk acquired the company for last year, Musk told staff in March.

He remained optimistic, saying then that he believed Twitter could someday be worth more than $250 billion.

Musk’s rebranding plans mark a departure from many marketers’ approach of protecting brands and logos with widespread recognition. “It doesn’t make a lot of sense to replace a globally recognized brand with a generic placeholder symbol,” said Jason Goldman, a former head of product at Twitter who has been critical of Musk’s handling of the company.

Musk’s move to change Twitter’s name and logo could help redefine it in users’ minds as something different than the service he bought—and could help the platform regain some buzz after Mark Zuckerberg’s Meta Platforms launched a rival microblogging platform called Threads. The Meta service was launched in part to capitalize on some users’ displeasure over Musk’s changes at Twitter.

“For all the posturing and pearl-clutching out there about Elon’s every move, the only thing brands care about is what consumers are doing on the platform,” said Craig Atkinson, chief executive officer of digital-marketing agency Code3. “If consumers are engaging and responding to ads on the platform, advertisers will keep pinching their noses and spending there.”

Twitter, which typically makes most of its revenue from advertising and suffered years of losses before Musk’s takeover, has seen its business struggle under Musk’s ownership.

Many advertisers pulled back from the platform after Musk’s takeover in part due to concerns about his approach to content moderation.

Musk tweeted earlier this month that Twitter had a “~50% drop in advertising revenue.”

He also said this month looked “a bit more promising” compared with June.

Many users and advertisers have already made their choice on whether to remain on the platform, said Jasmine Enberg, a principal analyst at research firm Insider Intelligence. “Musk supporters will likely celebrate the rebranding, and it may further alienate disillusioned Twitter users and advertisers,” she said. “But while it marks an end of an era for Twitter, the writing was on the wall.”

Emerging in the mid-2000s, the Twitter platform changed the way many people consumed news or spoke their minds on the web. It allowed its users to ship out a 140-character message instantaneously, and free—again and again. Its brand gave rise to a new verb: “to tweet,” and later: “to retweet.”

The Twitter blue bird logo carries global recognition. Its current iteration took wing more than a decade ago, redesigned by the company’s then-creative director Doug Bowman.

Bowman’s tweaks to the blue bird, originally designed in 2006 and upgraded at least three times by 2012, included altering its flight path from a steady cruise to an upward climb. He also cut the bird’s tuft of hair.

Twitter co-founder Biz Stone, a Bostonian, had said he named the bird Larry T. Bird, in honor of the Boston Celtics’ legendary forward Larry Bird.

Musk, whose rocket company is called SpaceX, has a long history with the letter X. His electric-car company, Tesla, named a vehicle Model X. He often refers to one of his children as X. Earlier this month Musk launched his new artificial-intelligence business, which also uses the letter in its name: xAI.

“Not sure what subtle clues gave it [away], but I like the letter X,” Musk tweeted Sunday, along with a photo of himself making an X with his forearms.

Distressed investors are fighting over REITs trading at discount prices

Big fund managers that specialize in distressed investing have eagerly watched the yearlong selloff in commercial real estate. Now, they are snapping up battered shares of real-estate investment trusts, historically the province of mom-and-pop investors.

The influx of these funds is lifting prices, benefiting individual investors who held on. It is also sparking conflict as hedge funds bid against one another for shares and butt heads with management teams.

D.E. Shaw, Flat Footed, H/2 Capital Partners and Lonestar Capital purchased at least 20% of the shares in a REIT called Diversified Healthcare Trust this year, according to data from S&P Global Market Intelligence. In April, the management company that runs Diversified Healthcare announced plans to merge it with an ailing office REIT it also controls in a deal the funds said would tank their investments.

The two sides have since gone to the mattresses, fighting over the future of the REIT.

“It’s been crazy town ever since the announcement of the deal,” said Bryan Maher, a REIT analyst at B. Riley who has a buy recommendation on Diversified Healthcare. “I’ve never seen anything like this.”

Commercial real estate is suffering an epic downturn. Rising interest rates are pushing prices down at the same time that demand for office space is suffering because many employees continue to work from home.

Storefronts that went vacant during the pandemic remain empty, victims of online commerce—and even the hot medical properties sector hit an air pocket this year.

At the same time, bargains have been hard to find in the stock market.

Stock indexes unexpectedly surged this year and fears of a looming recession have eased. With relatively few other options, distressed investors are flocking to REITs, especially those with low office exposure that got caught in the wider selloff.

REITs buy up properties or lend money to real-estate investors and distribute most of their rental or mortgage income as stock dividends.

They have been popular with individuals who lack the means to purchase and manage real estate themselves.

REITs were commonly thought of as a defense against inflation.

Those REITs specializing in offices lost 10% counting price changes and dividends this year through July 13, while those specializing in retail returned 3%, according to industry group Nareit. Residential REITs held up better, returning 13%, but still lagged behind the 19% delivered by the broad S&P 500 stock index.

The market capitalization of Nareit’s widely followed index tracking all REITs has dropped by about $200 billion, to $1.3 trillion, over the past two years. REIT investors started pulling money from the funds, punishing managers such as Blackstone that had capitalized on the trend.

“We’ve been tracking the mortgage REIT space for a while and we’ve started to see some underperforming ones face challenges because they don’t have access to capital markets,” said Vik Uppal, chief executive of Mavik Capital, an investment fund and REIT manager.

He isn’t alone.

Mavik announced in June a planned merger of its REIT with Western Asset Mortgage Capital. The REIT owns mortgages to a mix of residential and commercial properties and its stock price had fallen about 50% in the past year. Two weeks later, Angelo Gordon, a much larger hedge fund and REIT manager, made an unsolicited takeover bid for Western Asset.

Angelo Gordon claims its offer is superior and that Mavik’s deal poses many risks. Mavik says similar things about its own transaction. Western Asset said in a press release that it will engage in discussions with Angelo Gordon’s REIT and that the deal with Mavik’s REIT remains in effect.

The jostling over Western Asset has been civil compared with the brawl over Diversified Healthcare, which owns senior living communities, gyms and medical offices.

D.E. Shaw, Flat Footed, H/2 and Lonestar Capital bought up shares of Diversified Healthcare this year after the stock lost about 80% of its value in 2022. They were betting the REIT’s retirement communities, which struggled to attract residents in the pandemic, were about to get an influx from aging baby boomers.

The stock rebounded in March, after Diversified Healthcare reported a 5% bump in 2022 senior-living revenues and gave a favorable forecast for this year.

Then, the REIT’s manager, RMR Group, announced plans to merge it with another REIT it controls, Office Properties Income Trust, which is struggling to retain tenants. The deal offered Office Properties shares valued at about $276 million in exchange for Diversified Healthcare’s $3.8 billion of net assets, according to a regulatory filing by Office Properties.

Diversified Healthcare shares fell back below $1, near their record lows, and Flat Footed and others hired lawyers and a proxy adviser to fight the deal.

“We are concerned that RMR is using the combination with Diversified Healthcare to fortify Office Properties and therefore preserve its own lucrative management fees,” D.E. Shaw said in a presentation advising Diversified Healthcare shareholders to vote against the merger.

The two sides have been snapping up shares ahead of an Aug. 30 vote on the transaction. Investors opposing the merger control at least 28% while RMR Chief Executive Adam Portnoy took the unusual step of purchasing about 10% after announcing the merger.

RMR didn’t recommend the merger to shore up Office Properties or protect its fees, a person familiar with the firm’s thinking said. The deal is meant to fix Diversified Healthcare’s finances before a $450 million bank loan falls due next year, he said.

The tie-up will put Diversified Healthcare back in compliance with terms of the bank loan and renew its access to capital markets, according to a statement by the REIT’s chief executive, Jennifer Francis. Francis is also an executive of the RMR Group.

Diversified Healthcare’s stock has surged to around $2.50 in recent weeks, more than twice what it would be worth under the merger, reflecting expectations that the ‘no’ votes will win.

“I am with Flat Footed and I am very glad they stepped up,” said Shashi Karan, a 69-year-old retiree from Seattle who owns Diversified Healthcare stock.

“These REITs are run by RMR for their benefit, not for the shareholders.”

Nikkei +1.12% Hang Seng -1.69% CSI -0.41% Shanghai -0.08% Shenzen -0.29%

Eur$ 1.1119 CNH 7.1993 CNY 7.1953 JPY 141.56 GBP 1.2869 CHF -0.09% RUB 90.6677 TRY 26.9521 WTI$ 76.85 -0.29% Gold 1,960 -0.08% BTC 29,790 -1.18% ETH 1,871 -1.17%

S&P -0.07% Nasdaq -0.02% EuroStoxx -0.47% FTSE -0.26% Dax -0.39% SMI -0.21%

Macro :

- G-20 Energy Ministers Meet as Extreme Heat Spurs Climate Focus

- Italy May Propose Cipollone to Replace Panetta on ECB Board: FT

- Sam Altman’s Worldcoin Token to Launch Monday, Semafor Reports

- Core Lithium Plunges Most in Eight Months as Lower Output Seen

- Watch Spanish Stocks as Sanchez Holds Upper Hand in Elections

Keep an eye on :

- ABDN LN : HighVista Strategies Buys US Private Markets Business From Abrdn

- ADS GY : Adidas Gets Over €508m of Orders for Yeezy Shoes by June 2: FT

- AC FP : Accor in Exclusive Talks to Take Over Potel & Chabot

- ALM SM : Almirall 1H Normalized Net Income EU11.6M

- BEAN SW : Belimo 1H Ebit Beats Estimates

- BEIJB SS :

- BMW GY : BMW Sees European EV Demand Holding Up; Kicks Off i5 Production

- CABK SM : Caixa Geral 1H Net Income EU608M Vs. EU486M Y/y

- CVX US : Chevron Prelim 2Q Adjusted EPS Beats Estimates: Snapshot

- CFN PL : Cofina Says It Will Analyze Media Capital’s Offer for Media Unit

- DAE SW : Daetwyler 1H Net Revenue Misses Estimates

- ELIS IM : Elis Signs 12-Year USPP Financing for $200M

- FILA IM : Fila Says Pencil Maker Doms to Issue EU39m Shares in India IPO

- IAG LN : IAG to Invest in Sustainable Fuel Company Nova Pangaea; No Terms

- ICAD FP : ICADE FY Group NCCF/Shr Forecast Misses Estimates

- IPN FP : Ipsen Announces Simplification of Concert of Principal Holders

- IRRAS SS : Irras Committee Recommends IR Holding Bidco’s SEK0.18/Share Bid

- BAER SW : Julius Baer Profit Jumps as New Money Flows From Credit Suisse

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- NOVN SW : Novartis: Natalizumab Gets Positive CHMP Opinion in Europe

- PHIA NA : Philips Raises FY Outlook; 2Q Adj. Ebita Beats Estimates

- POM FP : Plastic Omnium 1H Ebitda Beats Estimates

- RTN LN : TMR Capital Weighs Bid For UK’s Restaurant Group, Telegraph Says

- ROG SW : Roche, Alnylam in Deal for Hypertension Drug Worth Up to $2.8b

- RYA ID : Ryanair 1Q Profit After Tax Beats Estimates

- SAA LN : M&C Saatchi Chief Moray MacLennan to Step Down: Sky

- SGSN SW : SGS 1H Adjusted Ebitda Misses Estimates

- SKAB SS : Skanska Gets Order in the US for About SEK730m

- SOW GY : Software AG 2Q Adjusted Ebita Beats Estimates

- SWON SW : SoftwareOne Board Rejects 2nd Bain Bid, Starts Strategic Review

- STLA IM : Stellantis, Samsung SDI Agree to Build Second US Battery Plant

- TSLA US : Tesla Is Lapping Germany’s Automakers in the Global EV Race

- UBSG SW :

- VOD LN : Vodafone Idea Fails to Renew Some Bank Guarantees: ET

* Alcoa Raised to Hold at CFRA; PT $35

* Apple PT Raised to $225 from $210 at Wells Fargo

* Opendoor Technologies Rated New Equal-Weight at Morgan Stanley