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MDAX:
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Activist Starboard targets Honeywell spin-off Solstice after failed megadeal
Fund pushes for $100mn in cost cuts and sees growth potential in nuclear business as AI drives power demand
Activist hedge fund Starboard Value has built a stake in Honeywell spin-off Solstice Advanced Materials, as the US speciality chemicals group fights to rebuild credibility with shareholders after an aborted megadeal.
Starboard is pushing for improvements to boost Solstice’s share price, according to people familiar with the matter. The company’s stock nearly doubled after being spun off from Honeywell almost a year ago, but most of those gains were erased when its $14.5bn cash-and-stock deal to buy Element Solutions was announced in early July.
Solstice is a speciality chemicals heavyweight, producing compounds used in air conditioning, insulation and refrigeration. It also has a nuclear division, which is a critical part of the uranium supply chain, and an electronics-focused business that supplies chipmakers.
The hedge fund wants the company to focus on execution in its core refrigerants and nuclear businesses and cut roughly $100mn in corporate overhead, the people added. It sees growth potential in Solstice’s nuclear business, which supplies an important chemical used in the enrichment of uranium, at a time when the AI-driven power boom could spark a nuclear renaissance.
Solstice took the rare move of calling off its combination with Element in late August in advance of a crucial shareholder vote after investors expressed doubts about the logic of merging two businesses with limited overlap. The deal also required Solstice to pay a higher earnings multiple for Element than where it trades, raising concerns among investors about Solstice’s capital allocation decisions.
Shares in Solstice had their worst trading day when the Element deal was unveiled this summer, and remain 26 per cent below their pre-announcement level. Starboard owns several hundred million dollars’ worth of stock, the people said, putting it among Solstice’s top ten shareholders. Solstice’s stock is still up 14 per cent on its first trading day, giving it a market capitalisation of nearly $9.6bn at Monday’s close.
Starboard’s founder and chief executive Jeff Smith is expected to unveil the investment on Tuesday at the 13D Monitor Active-Passive Investor Summit, an annual gathering of activist investors, where he is the lead speaker.
Starboard, with $8.2bn under management, is among Wall Street’s most formidable activist investors, having targeted large corporations, including Bristol Myers Squibb, Salesforce and Tylenol maker Kenvue.
Solstice and Starboard did not immediately respond to requests for comment.
Solstice is one of only a few companies outside of Russia and China capable of completing the initial step of enriching uranium, which is likely to provide a significant boost to earnings growth ahead of a 2028 US government deadline to stop importing Russian enriched uranium. Analysts at BMO Capital Markets said the nuclear division could achieve a higher valuation as a standalone business.
As Solstice nears its anniversary as a public company, the emergence of Starboard on its shareholder register will add to a rocky first year for its chief executive David Sewell. Solstice separated last October from parent company Honeywell as part of its three-way split.
Sewell was recruited by Honeywell to lead Solstice ahead of the spin-off early last year. Previously he oversaw building product group WestRock’s merger with Smurfit Kappa before leaving as chief executive when the deal closed. Sewell also serves on the board of chemicals group Huntsman, where Starboard picked a proxy fight in 2022.
Hedge funds and consultancies to overhaul structures after landmark tax ruling
Limited liability partnerships negotiate with HMRC after BlueCrest’s £200mn Supreme Court loss
Law firms, consultancies and hedge funds are restructuring their partnerships and negotiating with HM Revenue & Customs to avoid being hit with major tax bills following BlueCrest Capital’s £200mn Supreme Court defeat.
The UK tax authority is probing a number of City firms over their arrangements, according to people familiar with the matter, with some drawing up plans to change partners’ rights and obligations in order to avoid lengthy investigations and hefty backdated tax bills.
Tax lawyers told the FT that limited liability partnerships, including hedge funds and consultancies, had hired advisers to establish whether they were falling foul of rules that govern the taxation of members’ pay. Firms were looking at measures including giving partners more influence or, in rare cases, removing them from the partnership for tax purposes, they said.
The moves follow BlueCrest’s defeat at the Supreme Court this year, when judges unanimously dismissed the hedge fund’s appeal against HMRC’s attempt to tax dozens of its partners as employees and recover some £200mn.
The ruling set an important precedent for the interpretation of regulations governing LLPs — specifically whether members are partners or employees for tax purposes — and triggered concern among groups from small hedge funds to large law firms.
HMRC has now picked up a number of cases it had put on hold while the courts considered BlueCrest’s case. Advisers to some of those businesses said HMRC inquiries on the matter had “spiked”, with firms seeking to correct the tax status of employees and settle with HMRC over historic positions.
One person advising several LLPs subject to HMRC probes said: “Firms will be settling with HMRC on how the [rules] apply to their members, rather than going to court over this.”
The majority of Britain’s professional services firms are LLPs, whose partners share in their profits. Partnerships do not have to pay employer national insurance contributions for those self-employed individuals, but taxes are due if members are actually employees under rules introduced in 2014.
The so-called salaried members’ rules were designed to prevent partnerships from disguising employees as self-employed partners to avoid tax.
The UK tax authority uses three tests to determine whether a partner is really an employee for tax purposes: the extent to which their remuneration is correlated to firm profits, how much sway they have over its operations and the level of capital they have invested.
In the BlueCrest case, which hinged on how much genuine influence some 80 to 100 members had over the business, the Supreme Court sided with HMRC’s argument that apart from four individuals, they should all be treated as employees for tax purposes.
Advisers said firms were now changing their partnership structures to comply following the BlueCrest judgment, including by preparing to give partners greater influence over the business or asking them to stump up more capital.
They added that in rare cases, firms might choose to remove individuals likely to fall foul of HMRC’s tests from the partnership and put them on the payroll as employees instead. In that case, the individual would remain a partner for external purposes but would lose their profit shares.
Sue Robinson at Ryan Tax said that was “the exception”, adding: “Most LLPs would rather not tell someone they’re being removed from the partnership, so instead they’re just making it harder for them to join.” Another tax lawyer agreed that promotion into the partnership could become harder as a result of the ruling.
Firms whose members are determined to have fallen foul of the rules will be liable for six previous years of national insurance contributions — the statute of limitations for most tax recovery — but can restructure to prevent incurring similar taxes in future.
William Wastie, head of professional services at law firm Addleshaw Goddard, said: “In the wake of the BlueCrest judgment all firms will be examining the contractual settlement that they have reached with their members.
“That will mean reviewing their arrangements to make sure that they will comfortably be able to fail one of the three conditions set out under the Salaried Member legislation.”
Private jet charter costs from Saudi Arabia soar after Houthi attacks
Demand from wealthy travellers leaving kingdom pushes up prices more than 50%, brokers say
The cost of chartering a private jet to get in or out of Saudi Arabia has soared after Houthi strikes on the country closed Riyadh’s main airport and led to commercial airlines cancelling thousands of flights.
Demand for charter flights from wealthy travellers or executives seeking to leave has pushed prices up more than 50 per cent, operators and brokers said, while the cost of war-risk insurance has risen dramatically.
Several operators have also pulled services from the country amid this month’s violence, pushing prices even higher.
One flight last week leaving from al-Qassim airport north of Riyadh to Geneva on a Bombardier Global 6000 — a 14-seater long-range aircraft — sold for €94,000, compared with a price of about €60,000 before the closure of Riyadh’s main airport, according to Alexander Graham at private flight group Luxe Jets.
“Prices are going up because we’re losing availability, so for people that are willing to do it, it will be a bit more expensive,” he told the FT.
Flights in and out of Riyadh’s King Khalid International Airport have been halted since October 10, following a wave of deadly assaults by Houthi rebels. The airport was due to reopen on Sunday, according to a notice issued by the kingdom’s civil aviation authority. However, the regulator has not yet provided an update, and operators are expecting any restart to be slow.
More than 5,500 departing flights from Saudi airports have been cancelled since the strikes began, according to aviation analytics group Cirium. Lufthansa and Italy’s ITA both suspended services to the country, while carriers such as British Airways and Air France had already postponed flights.
People leaving the capital on private jets are chartering them from al-Qassim, a smaller airport more than 200 miles away from the city, according to four jet executives. Some people who are unable to afford private jets have travelled to neighbouring Bahrain or Qatar to catch flights, according to people on the ground.
Local Saudi airlines are still running commercial services from al-Qassim to other destinations including Dubai, Cairo and Bahrain, according to data from Flightradar24.
Several western businesses have contacted flight brokers to explore relocating their top teams stationed in the city, either to Dubai or back to their home markets, according to four people with knowledge of the conversations.
But there had not been an evacuation of the scale seen earlier this year when tens of thousands of people left Dubai and the United Arab Emirates in the immediate aftermath of the onset of the Iran war, they added.
Iran fired almost 3,000 missiles and drones at the UAE during those strikes, a far greater number than have been fired at Saudi Arabia. The kingdom also has a smaller population of western expats than the UAE, which is the region’s dominant finance and trade hub.
Charles Robinson, founder at EnterJets marketplace, said charter flights to Europe from Saudi were selling for up to $150,000, while even those to the UAE were going for $30,000-50,000.
“Fewer operators are willing to fly into and out of affected airports, and those who remain in the market know it,” he said. “Some are applying their own premium . . . simply because the demand is there and the competition isn’t.”
A “meaningful number” of customers flying privately were “trying to [get to] a lower-risk part of the region”, before connecting on commercial flights back to Europe or the US, he added.
Jet operators are also diverting empty planes into Saudi Arabia to pick up passengers who want to go to Europe, Graham said.
On top of higher prices, travellers are being hit with higher charges for “war risk” insurance, brokers said.
“If war risk insurance is needed, that’s when it starts to get significantly more expensive,” said Toby Edwards, co-CEO at Victor. He said larger planes, which can seat about 18 people, could be charged an extra $20,000, while the cost for smaller 8-10 seaters could be $8,000.
Robinson at EnterJet said war risk costs were adding up to 10 per cent to some flights across the region, and “for flights in and out of Saudi directly that premium is slightly higher” — though not at the levels seen early in the Iran conflict, when insurers were charging $50,000 for covering a single journey.
However, demand for flights into and within the wider region remains strong. Edwards added: “The missile strikes don’t seem to have had an impact on the wider region. We had a new client fly Antalya [in Turkey] to Dubai with his family for a week’s holiday. Another regular client flew to Kuwait on Friday, then also into Dubai yesterday.”
Virgin Media O2 owners push CMA to reconsider £2bn broadband deal
Liberty Global and Telefónica argue that BT’s acquisition of TalkTalk has materially changed competition in the UK market
Virgin Media O2’s shareholders are lobbying the UK’s antitrust watchdog to re-evaluate their £2bn acquisition of the country’s fourth-largest broadband network after the UK government gave special dispensation for market leader BT to buy rival TalkTalk.
Liberty Global and Telefónica have written to the Competition and Markets Authority to request a supplementary interim report on the proposed acquisition of Netomnia by Nexfibre, a broadband provider they jointly own alongside InfraVia Capital, according to people familiar with the matter.
The move comes after the original interim report by the CMA earlier this month found the deal could “result in a substantial lessening of competition” in the wholesale supply of fixed broadband services due to the overlap between the companies’ existing networks.
However, just days after the initial findings, the UK’s largest broadband provider BT announced a deal to acquire heavily indebted rival TalkTalk, which regulators feared was on the verge of insolvency.
Culture secretary Lisa Nandy invoked an emergency protocol enabling her to override antitrust concerns on the basis that disruption to TalkTalk’s services posed a “genuine risk to life and public services”.
The decision was met with fury by Virgin Media O2, whose chief executive Lutz Schüler branded the contrast between the two approaches as “perverse”. VMO2 is seeking to convince the CMA that BT’s swoop on TalkTalk — which has 2.5mn customers — has materially changed the market, the people added.
A Netomnia-Nexfibre combination would create an 8mn-home fibre network. BT’s Openreach serves nearly 25mn homes with fibre broadband, while its retail division has 30 per cent market share, according to estimates from Enders Analysis.
VMO2’s shareholders have also argued that Goldman Sachs-backed CityFibre, the operator named by the CMA as the likely alternative buyer of Netomnia, lacks the finances to make a counter-offer.
CityFibre is negotiating a refinancing in which its shareholders are pledging £900mn in new funding in exchange for lenders taking a haircut on their loans. The company has £3.9bn in net debt and made a £545mn pre-tax loss last year.
The CMA can issue supplementary interim reports when new evidence is presented or further analysis reveals new information about a case.
Recent examples include the acquisition of bread maker Hovis by Associated British Foods earlier this year. After the CMA provisionally found that the deal would reduce competition in Northern Ireland, ABF provided additional financial information that prompted a supplementary review that found that it would not. The deal completed on July 8.
The CMA said it was inviting feedback on its interim report and “a final decision will be made once any views received have been assessed”.
CityFibre said: “The CMA has already examined CityFibre in detail and is well aware of our financial position, our intention to recapitalise and of the new £900mn contribution from our shareholders. All that evidence is already reflected in the CMA’s Interim Report.
“Over recent years, CityFibre has invested some £7bn in the UK fibre market and the company expects to invest a further £5bn by 2040. This is on the basis of a clear and consistent regulatory policy, and a robust and independent competition regime.”
Liberty Global, Telefónica, InfraVia and Nexfibre declined to comment.
Louis Vuitton and Hermès among luxury retailers looted in French riots
Authorities are working to stop stolen goods being resold online through platforms such as Vinted, Amazon and eBay
Six masked figures wielded a road barrier as a battering ram against the windows of the Louis Vuitton boutique on Paris’s upscale Place Vendôme on Saturday, cheered on by dozens of black-clad figures.
The looters never made it inside, but it was close. “We have specialist windows that held, but mostly we were lucky,” said an employee of the luxury brand. “It’s sad. These were not protesters but people who had only come out to break things and steal.”
Other retailers were less fortunate during a weekend of rioting and looting across France, which followed protests about underfunded schools and the cost of living.
In Paris, stores along main arteries such as the Champs-Élysées are used to barricading their storefronts ahead of protests or sports celebrations that may turn violent, while authorities often ask construction sites to secure materials.
However, preparations for the most recent protests appear to have broken down because they did not follow the usual choreography between unions and police. Law enforcement was quickly overrun on Saturday.
“We could see the police getting backed down the street by the mob,” said a Dior employee, whose shop on Paris’s Rue Royale was spared after employees brought down security shutters at about 4pm. Across the road, the windows of a Ralph Lauren store were smashed and a Kenzo boutique was looted.
“I don’t understand how the police were so unprepared. My kids have social media and they seemed to know it was going to be war out there this weekend,” the Dior employee added.
Footage on social media showed at least a dozen private security officers creating a perimeter around Dior’s Avenue Montaigne flagship. One of the guards, Zaur Djabrailov, said on LinkedIn that most of them had volunteered to stay late on Saturday “not for glory, not for congratulations, but out of solidarity” even after protesters warned them to go home for their own safety.
A Burberry boutique was among the other targets in Paris, while Louis Vuitton and Hermès stores in Marseille were looted. An outlet of jeweller Graff on Paris’ Place Vendôme was closed on Monday, its windows smashed, while a Dior boutique on Rue Saint-Honoré was trading but its facade disfigured by anti-police slogans and other graffiti.
Authorities are now working to stop looted goods being resold online. Ministers met on Monday with resale platforms including Vinted, Amazon, eBay, Meta and TikTok to discuss removing suspicious listings and identifying sellers. Some luxury goods also carry either unique serial numbers or chips that could help match stolen items to inventories.
“Since this weekend, our teams have acted immediately to identify and remove listings that may be related to stolen goods, and we have strengthened our monitoring of suspicious listings,” Vinted said on Monday. “We are actively collaborating with law enforcement and French authorities.”
Other big retailers were targeted. Branches of sportswear group JD Sports were ransacked, as were about 20 Sephora beauty stores across the country and an Apple store in Lille. In central Paris, a Tesla showroom was defaced with slogans accusing founder Elon Musk of being a Nazi. A nearby Société Générale bank branch was closed, its door splattered with pink paint and the words “Screw the RN” — a reference to the far-right Rassemblement National party — and “Screw it all!” emblazoned on boarded-up windows.
Committees representing businesses on the Champs-Élysées, Saint-Honoré, Vendôme and other upscale areas of Paris said they “condemned in the strongest possible terms” the attacks on stores, calling them “entirely unjustifiable”.
“The freedom to demonstrate is a fundamental right, an honour of our Republic and a tradition of our democracy . . . Paris must not give in to the rioters. We refuse to let fear take hold in our streets. Those who live and work here will not accept it,” the associations said in a joint statement on Monday.
The damage extended beyond multinationals. Preliminary estimates indicate that at least 3,000 businesses had been affected by the riots nationally, said commerce minister Serge Papin, as the government promised emergency financial and employment support for those enterprises. Insurance costs are expected to reach between €1bn and €1.2bn, according to Morningstar, above the €730mn in insured losses caused by riots in 2023.
“Behind every smashed storefront, there is an entrepreneur, employees, families and often years of work. We refuse to allow shopkeepers to once again become victims of violence that doesn’t concern them,” said Pierre Bosche, president of the Confederation of French Traders.
The owner of a small phone repair and convenience store near Gare du Nord said he had feared for his life when about hundred young people, dressed in black and wearing hoods, tried to break in on Sunday night. He estimated repairs would cost between €7,000 and €10,000.
“Fifteen minutes under siege all alone behind a glass window facing that many individuals is a very long time,” he said, holding back tears, adding that he had called the police but no one came.
All in the family at two of America’s advisory groups
It’s understandable for scions of famous families to attempt to strike out on their own. Take Peter and John Weinberg, grandsons of Sidney Weinberg, the legendary figure who helped make the modern Goldman Sachs.
Goldman would feature multiple generations of Weinberg executives, including Peter and John. But two decades ago, Peter left to form Perella Weinberg Partners and about a decade ago, John went to Evercore as a senior leader for the firm founded by Roger Altman in 1995.
Their respective roles have been in the spotlight recently.
The FT last week revealed Perella Weinberg had ditched talks to merge with Piper Sandler after senior PWP bankers balked at the combination.
Since its founding in 2006, Perella Weinberg has been involved in its share of big deals, working with groups such as BlackRock and even the US Department of Commerce. But its annual revenue remains less than $1bn and its market capitalisation isn’t much bigger, making a deal with a larger Wall Street player understandable.
Things have been brighter for the other Weinberg cousin.
Since the start of 2017, right after John Weinberg joined, Evercore shares have returned more than 350 per cent including reinvested dividends. Its more than $10bn market cap and $4bn in annual revenues put it in the league of Morgan Stanley, JPMorgan and Goldman. Weinberg’s key strength has been bringing over several top Goldman bankers.
The FT scooped on Sunday that John Weinberg has extended his stay as CEO of Evercore for three more years, which will take him into his seventies. Evercore said it was appointing two presidents of the group — newly created roles — to empower a new generation.
As for this current generation of Weinbergs who tried to forge a second act beyond Goldman, it’s been an interesting, if uneven, ride.
Japan ‘months’ from running out of critical rare earth as China squeezes supply
Tokyo asks US to help convince Beijing to ease chokehold on yttrium and avert manufacturing shutdown
Japan is months from running out of supplies of yttrium, a critical metal, and has asked the US to push China to ease rare earth export controls that threaten severe disruption to the global automotive, defence and chip industries.
Tokyo made the entreaty to the US government and American blue-chip companies, according to people familiar with the matter in Washington and Tokyo.
Washington has urged China in recent months to increase the flow of rare earths, including yttrium — a heat-resistant metal crucial to manufacturing vehicles, jet engines and semiconductors — to the US and its allies. US defence supply chains rely on components made in Japan that contain yttrium.
Unless Beijing changes tack or western allies find substitutes or additional stockpiles, shortages could emerge as early as the end of this year, Japanese government officials and trading house executives said.
“We’re in a serious situation to keep supplying downstream industries,” said a Japanese government official. “Stockpiles are decreasing and rare earth saving efforts have a limit.”
“The timeline is not years, it’s months and how to survive next year,” the official added. “If everyone acts right now, then it will be OK. If everyone ignores the problem, then it will be a systemic risk to the world economy.”
China dominates the supply chain for mining and processing rare earths, leverage it has used in response to US President Donald Trump’s trade war.
China has also strengthened export controls against Japan in response to Prime Minister Sanae Takaichi’s comments last year about the existential threat to Japan from a conflict over Taiwan, which outraged Beijing.
Yttrium shortages have become the biggest pain point for Japanese materials groups. The metal is used to coat engines and plasma-etching chambers for chip manufacturing.
Yttrium oxide prices outside China have skyrocketed to $1,150 per kilogramme, a 179-fold increase versus two years ago, compared with $9 per kilogramme in China, according to price assessments by Argus.
US and Japanese officials have held numerous talks about the yttrium crunch, including last month in Washington when US energy department officials and Japanese industry ministry officials convened a critical minerals “rapid response group”.
At the meeting, which came two weeks before Trump hosted Chinese leader Xi Jinping at the White House, the Japanese government clarified the gravity of the situation in the hope that US businesses affected by the shortages would also lobby Washington to raise concerns with Beijing.
The US has complained that China is not fulfilling its pledge to ease rare earth controls under the trade truce the two sides reached last October. After Trump met Xi in Beijing in May, China reiterated that pledge to “address US concerns regarding supply chain shortages related to rare earths . . . including yttrium”.
A senior US official told the FT last month that China was fulfilling two-thirds of its rare earth commitments to the US, and was only allowing Japan to procure the bare minimum of its needs.
US officials have told Beijing that the US will not export jet engines needed for the Comac C919 — China’s first domestically made airliner — as production has been constrained by the lack of yttrium, which is critical to making turbines.
China also agreed to buy 200 Boeing jets when Trump visited Beijing in May. But the deal has not been completed, partly due to complications related to critical minerals.
Erin Browne, the top US Treasury official for international affairs, told the FT that rare earths were essential to the production of Boeing aircraft and jet engines.
“In order to produce aircraft, you need rare earths,” said Browne. “They’re all sort of under the same umbrella, which is that in order to . . . export engines, you also need rare earths.”
Japan’s economy ministry and the US Treasury, which is leading the trade talks with China, declined to comment specifically on yttrium.
A senior Treasury official said reliable access to critical minerals was “essential to US economic and national security”.
“Export restrictions that disrupt the flow of critical minerals are a serious concern,” the US official said.
The Chinese embassy in the US did not respond to a request for comment.
“It is rightful panic in Japan,” said Gracelin Baskaran, head of the critical minerals security programme at the Center for Strategic and International Studies in Washington. “They are probably going to have to suffer for the time being.”
After Hours Summary: JELD +3.0%, BOKF +2.0% higher on earnings; RAIL -20.9%, STLD -5.3%, CCK -4.9%, WRB -1.7%, TRI -1.7%, WTFC -1.0% lower on earnings
After Hours Gainers:
Companies trading higher in after hours in reaction to earnings/guidance:JELD +3.0%, BOKF +2.0%
Companies trading higher in after hours in reaction to news:MMM +5.2% (Expanded its Amazon data-center products relationship, issuing a warrant whose full vesting requires $6 billion in cumulative payments.), BTDR +4.0% (Reported AI cloud backlog reached $2.9 billion, including $1.7 billion in five-year Malaysia commitments; September bitcoin production tripled.), CURV +1.8% (Names Will Langley interim CFO effective Oct. 28 as Paula Dempsey resigns effective Nov. 12.), TW +1.1% (Agreed to acquire Trumid for approximately $1.97 billion, with adjusted EPS accretion expected within the first full year.)
After Hours Losers:
Companies trading lower in after hours in reaction to earnings/guidance:RAIL -20.9%, STLD -5.3%, CCK -4.9%, WRB -1.7%, TRI -1.7%, WTFC -1.0%
Companies trading lower in after hours in reaction to news:IRON -1.6% (Commenced a $350 million public offering of common stock and pre-funded warrants, with a $52.5 million underwriter option.)