FT : Private equity: the pie is bigger and so are the slices

Private equity: the pie is bigger and so are the slices
KKR and its peers are slowly usurping traditional banking, insurance and asset management

Barbarians at the gate or pigs at the trough? In a Friday night news dump, KKR announced that its recently named co-chief executives had been granted new shares that could be worth more than $1bn. KKR’s market capitalisation will have to reach $120bn in seven years from $65bn today for the full award to be won.

Both men have worked at KKR for decades and have helped transform it from a small buyout shop to diversified money manager with $459bn in assets. However, they are not the founders who took on personal entrepreneurial risk. Both already have shares worth more than $1bn too. That seems more than enough incentive to raise the company stock price.

KKR and its peers are slowly usurping the traditional banking, insurance and asset management industries. They boast fewer employees and bigger fees.

KKR rival Apollo Global Management is implementing a more radical transformation. Apollo, which is in the midst of merging with its insurance affiliate, will move away from incentive awards paid out from its carried interest “pool” to granting stock in the listed company. Apollo says the move not only puts managers on the same page as shareholders, but vesting requirements ensure talent is persuaded to stay for the long-term.

The firm’s co-presidents, who report to the CEO, have also received stock grants. These are worth more than $300m at Apollo’s current stock price. Unlike the KKR grants, they do not have a premium vesting price. They simply require the two to stay at the firm for several years. A separate, smaller grant requires publicly announced financial targets to be hit. The firms are quick to emphasise that the awards are essentially the only pay that bosses will receive.

In October, Goldman Sachs announced a long-term stock grant for its chief worth potentially $30m. That figure now seems quaint. Then again, Goldman is now smaller, by market cap, than Blackstone, the leading alternative investment manager. Both examples reveal just how much Wall Street’s pecking order has changed.

FT : Richard Branson gives Virgin Atlantic cash injection as travel outlook dark

Richard Branson gives Virgin Atlantic cash injection as travel outlook darkens
Tycoon’s Virgin Group and Delta Air Lines pump in £400m

Sir Richard Branson has given Virgin Atlantic a cash injection in a £400m funding round to support the airline as the outlook for the travel sector darkens.

Branson’s Virgin Group, which owns 51 per cent of the airline, has invested £204m, while US carrier Delta Air Lines has committed £196m, maintaining its 49 per cent stake in the British carrier.

The new funding agreed on Monday came as the emergence of the Omicron coronavirus variant and travel restrictions across many parts of the world have begun to hold back the fragile recovery of the travel industry.

Bookings for transatlantic flights have been hit by between 30 and 50 per cent following the outbreak of the new variant and travel restrictions, Shai Weiss, Virgin Atlantic’s chief executive, told the Financial Times.

“This has had an impact, and I would say it is dampening demand materially,” he said.

The disruption has come at a difficult time for Virgin Atlantic, which had hoped the full reopening of transatlantic travel on November 8 would mark the start of a full recovery in passenger numbers.

The airline’s long-haul model has left it badly exposed to the crisis, and the company has had to raise cash multiple times over the past two years.

But Weiss said he hoped the £400m would be a “permanent solution” to its financial problems and that profitability should come by 2023.

“I am loathe to predict the future, but this is meant to be setting up the company for long-term success . . . We were doing quite well during the past few months and especially since the opening of the US border,” he said.

Virgin has raised nearly £2bn in funding from the private sector because, unlike some of its major rivals, it was not given access to government funds after ministers rebuffed a request for a bailout.

The airline’s executives had hoped to inject new money through an initial public offering earlier this year, but have shelved those plans for now.

Some industry executives and analysts had privately questioned the likelihood of a successful listing, given the uncertainty facing the travel industry.

Weiss, who would not be drawn on a possible float, said shareholders Virgin Group and Delta had shown “unwavering support” during the crisis.

“They do not have to finance Virgin Atlantic. This is a testament that our story is a strong one,” he said.

Delta said on Monday that it would maintain its equity stake in the UK carrier at 49 per cent, even as it shrank its holdings in Latam Airlines, Latin America’s largest carrier, and Aeromexico.

It formed the joint venture with Virgin Atlantic in 2013 to improve its offerings on the lucrative routes between the US and UK, particularly New York to London’s Heathrow. Delta’s combined investment in all three airlines will total approximately $1.2bn.

Dan Janki, chief financial officer, said that “investing in our partners now — even as we continue to navigate the pandemic — is the right choice to support Delta’s long-term strategy”.

FT : SoftBank poised to complete first Spac deal with AI robotics company Symbot

SoftBank poised to complete first Spac deal with AI robotics company Symbotic
Japanese investor has raised multiple Spacs and has been looking for a deal as market cools

SoftBank is set to complete its first Spac merger by taking public a Walmart-backed artificial intelligence robotics company in a deal valued at $5.5bn.

Symbotic, an AI start-up that focuses on improving supply chains for retailers, will merge with SVF Investment Corp 3, a Spac sponsored by SoftBank, the two companies said on Monday.

The blank-cheque merger is the first of its kind for SoftBank, which has raised multiple Spacs and has been hunting for suitable private companies to take public.

The merger comes as the market for blank-cheque companies has cooled significantly since the frenzied dealmaking that engulfed the market at the start of the year. Investor redemptions have soared and the crucial Pipe financing market has dried up, forcing companies to seek more expensive forms of funding.

Symbotic, which has deals with retailers including Walmart and Albertsons, uses AI technology to run a fleet of hundreds of robots which move products across warehouses. The Massachusetts-based robotics company said it expected to reach revenues of $433m in 2022, a more than 73 per cent increase compared with 2021.

The deal gives Symbotic an enterprise value of $4.8bn. Gross proceeds from the deal total $725m and include $205m raised through Pipe financing from investors including $150m from retailer Walmart, and the $320m raised from the SVF Spac in March.

SoftBank is also investing $200m in Symbotic through its Vision Fund 2, the $108bn unit which has targeted healthcare and software start-ups, diversifying away from placing multibillion-dollar bets on urban mobility companies which it did through its first Vision Fund. The Japanese group’s second Vision Fund attracted investments from names such as Microsoft and Apple, as well as lesser known entities including the National Bank of Kazakhstan.

The Spac deal comes as retailers warn they face a huge strain from supply chain bottlenecks and labour shortages in the run-up to the hectic Christmas trading period.

Upon closing, existing Symbotic shareholders including the company’s chief executive Rick Owen will own 88 per cent of the company, with Walmart owning 9 per cent and Spac shareholders holding the rest.

Shares of the SVF Spac rose 0.5 per cent in early trading on Monday morning. The combined group will trade on Nasdaq under the ticker SYM.

WWD : Moschino Signed as First Tenant of Hines’ New Spiga 26 Project in Milan

Moschino Signed as First Tenant of Hines’ New Spiga 26 Project in Milan
Leading global real estate company Hines is restoring the storied 18th-century Palazzo Pertusati on Via Spiga, which is expected to revamp the pedestrian-only street in Milan.
MILAN Via Spiga is making a comeback.
Leading global real estate company Hines is restoring the storied 18th-century Palazzo Pertusati on the central Milan street under the Spiga 26 project and it has secured Moschino as the first tenant. The fact that such an up-to-the minute brand has chosen Spiga 26 is a pointer to how innovative the new real estate venture aims to be.
“We chose a spacious multilevel location that offers a strong visual impact from the street, to represent not only our love for Milan, which has always been the heart of the Moschino fashion house, but also our faith in this project,” said Stefano Secchi, managing director of Moschino. “This space, which will be the brand’s primary flagship in the world, also reflects the major changes and investments which the maison has been making in recent months, despite the pandemic. Given the strength of the brand, we look confidently and with high expectations to the future, starting right here in Milan.”

Related Galleries

The new Moschino boutique will cover three floors more than 6,480 square feet, designed by Andrea Tognon and his eponymous architecture studio, “an important name in the retail and luxury world,” said Secchi, under the direct supervision of creative director Jeremy Scott.
The building housing the store extends across 140,400 square feet, developed on three mixed-use levels, and will have two entrances, one on Via Spiga 26, with three floors above ground and one in the basement. The other entrance is on Via Senato 19, with seven floors above ground level and two below ground.
The main entrance on Via Spiga is characterized by 18 floor-to-ceiling retail windows spanning over more than 213 feet. In the building, 32,400 square feet will be dedicated to retail and the spaces inside will be connected by a central green courtyard spanning 1,944 square feet.

In the courtyard of Spiga 26.
COURTESY IMAGE
“We really believe in this project, Via Spiga is a Milanese icon and needed to be relaunched,” explained Mario Abbadessa, Hines’ senior managing director and country head Italy.
After the closure of stores during the pandemic and the exit of several brands from the street over the past few years, the pedestrian-only, cobblestoned Via Spiga is going through a revamp, with the recent opening of Ralph Lauren’s new flagship and restaurant, and Rocco Forte’s The Carlton Milano hotel, which is expected in 2023. A few steps away on Corso Venezia, a new hotel owned by the Ferragamo family is slated to open next year.
“This is a repositioning of the street, which is not inferior to Via Montenapoleone, but a sophisticated alternative to it,” underscored Abbadessa.
“Via della Spiga is still the most beautiful shopping-fashion street in Milan. We know it will recover and this project will be the icon of its revival, not just for shopping, but for the 360-degree experience that it will be able to offer,” said Secchi. “During this very complex time, in which the retail world was particularly impacted and is quickly changing its dynamics, it’s fundamental to be able to rely on a landlord that is also a business partner, with flexibility and foresight. We chose Hines because we immediately perceived this approach and this openness, qualities that are rare these days. We believe deeply in this project and wanted to be the first to give a strong message.”


Hines bought the Spiga 26 building in a joint venture with a large Dutch pension fund manager in June 2019 and the renovation, which started last year, are expected to be completed in the spring of 2022, with a total investment of 250 million euros, said Abbadessa.
The retail spaces can be mono- or multitenant thanks to the flexible and functional layouts, and there will be terraces and locations for events. There will also be a restaurant, a club and a gym available from the Via Senato entrance.
A rendering of the entrance of Spiga 26.
COURTESY IMAGE
“Since its very beginnings, Moschino has been known for its innovative spirit and pervasive and unconventional creativity in the lifestyle sector, which we believe to be in perfect harmony with our project,” said Abbadessa. “In fact, with Spiga 26 we aim to create a space with a unique identity in the retail world, an experiential space characterized by the cross-contamination between fashion, design, culture, food, and business, on a historic street that is synonymous with elegance, even at the international level, and which, as Hines, we are reactivating with a calendar full of artistic, cultural and community engagement initiatives dedicated to promoting its attractive potential.”
As reported, in July Aeffe decided to acquire the 30 percent stake in Moschino it did not already own from Sinv Holding SpA, Sinv Real Estate SpA. and Sinv Lab Srl, for more than 66.5 million euros, with the goal to further develop the label.
The Italian fashion group is publicly listed on the STAR segment of the Italian Bourse, and, in addition to Moschino, its stable of brands include Alberta Ferretti, Philosophy di Lorenzo Serafini and Pollini.
Aeffe saw a strong acceleration in the first nine months of the year, which led the Italian fashion company to report a net profit of 23.2 million euros compared with a net loss of 14 million euros in the same period last year, and sales of 250 million euros, up 20.9 percent from last year, driven by double-digit growth in all its markets.
Moschino is designed by Scott, who has added a contemporary spin to the tongue-in-cheek looks that shaped the brand’s legacy by tapping into today’s pop iconography. Scott’s social networking skills and connections have contributed to the brand’s success, as have his sensibility for art and music, his ability to speak to a younger generation and his relationship with celebrities, ranging from Rihanna and Katy Perry to Miley Cyrus.


Hines, which is a privately owned global real estate investment firm founded in 1957 with a presence in 255 cities in 27 countries, has invested in the building through a real estate fund managed by Savills Investment Management SGR SpA, and it was designed and curated by Scandurra Studio Architettura and SCE Project.
The upper floors will be converted into exclusive and innovative office spaces, in line with high standards of environmental sustainability and energy efficiency, and Spiga 26 aims to achieve LEED Gold certification, thanks to the measures being put in place to qualify as a sustainable site.
Hines oversees investment assets under management valued at about $83.6 billion and provides third-party property-level services to more than 367 properties totaling 138.3 million square feet. Hines is also working on the restructuring of the ’50s post-rationalist and brutalist Torre Velasca in Milan.
With Spiga 26, Hines has become the promoter of a series of cultural initiatives featuring the street and Milan, aimed at transforming the urban fabric into an artistic location.

WSJ : Crypto Venture Funds Look for an Edge in a Crowded Market

Crypto Venture Funds Look for an Edge in a Crowded Market
In crypto, smaller funds are specializing by sector, stage and the services they can offer to entrepreneurs

Smaller venture funds are finding their own niche in the growing crypto market.

With fewer resources than what is available to the larger funds that were raised this year, these investors are finding other means to be useful to entrepreneurs and get into deals. Smaller funds are focusing on a stage, subsector, or way to help with a particular aspect of building a crypto business.

Regan Bozman and Mike Zajko, general partners and founders of Lattice Capital, for example, said they emphasized in their pitches to investors and startup founders their experience running crypto-token sales as early employees of CoinList Inc., a fundraising platform that was used as a launchpad by crypto startups such as Filecoin and Solana.

“We’ve worked on 20 to 30 token launches, and have data points on what’s worked,” Mr. Bozman said. That specialty helped Lattice raise a $20 million venture fund in August from Accolade Partners, Bain Capital Ventures and others.

The crypto-investor landscape is busy and competitive. As of the first half of this year, there were 372 crypto-only funds, as well as 196 traditional funds, based in the U.S., that were active in crypto startup deals, according to a report from crypto-funding database Dove Metrics.

In an effort to stand out from the crowd, some venture funds are investing in a particular type of crypto startup, such as decentralized finance in the case of Framework Ventures, and non-fungible tokens, or NFTs, for Sfermion.

“It’s a testament to how huge the space is, that you can say you are a generalist in crypto,” said Soona Amhaz, general partner at crypto venture fund Volt Capital. “Two or three years ago, if you said you invest in crypto, that in itself was too niche,” she added.

Globally, crypto venture funds collected about $17.8 billion through Nov. 30, nearly triple the $6.1 billion raised by such funds all of last year, according to data provider Crypto Fund Research. The largest crypto funds ever were raised this year, with Paradigm raising the largest crypto fund to date at $2.5 billion, soon after Andreessen Horowitz completed its $2.2 billion crypto fund.

For Evan Tana and AJ Solimine, who are investing out of a $38 million second fund at their firm Script Capital, the influx of capital into crypto from large funds has meant focusing on pre-seed rounds.

“We’ve had opportunities, where a big multistage fund comes in, and we get squeezed out,” Mr. Tana said. But, he added, that has been a good thing in the sense that it left Script no choice but to stick with its strategy of investing in the very earliest stage companies. “It’s a blessing,” he added, “It forces you to partner and get to conviction even earlier.”

Mr. Tana, a former product manager at Dropbox and adviser to startups such as Patreon, and Mr. Solimine, who previously co-managed Eduardo Saverin’s family office, say that they feel best suited to help entrepreneurs who want to pivot into crypto-based business models.

While the crypto venture market is getting increasingly competitive, it is still a sector where smaller venture funds are often given more opportunity to invest in each deal, crypto VCs say.

“In our experience, crypto projects are more likely to distribute ownership across a larger number of early backers than traditional startups. There are philosophical, regulatory and strategic reasons for this,” Lattice Capital’s Mr. Bozman said.

Crypto startups usually seek to build large communities of developers and users, where as many people as possible collaborate. That means that founders have an incentive to tap more investors and their networks, to generate wider interest in their projects. Distributing ownership can also help avoid regulatory problems, VCs say.

As a result, investor syndicates are more collaborative in crypto than in standard tech deals, according to Volt Capital’s Ms. Amhaz. “That’s the perk of investing in crypto right now,” she said.

>>> US Gapping down

Gapping down
In reaction to earnings/guidance
:

  • HA -1% (Q4 guidance)

Other news:

  • IGMS -23.8% (Presents Clinical Data from IGM-2323)
  • RENN -4.2% (provides update on court order denying proposed settlement re shareholder derivative action)
  • SWN -3.3% (proposed underwritten block trade of 63,976,376 shares of its common stock by certain shareholders who received their shares as part of Southwestern Energy's acquisition of Indigo Natural Resources)
  • FOXA -2.2% (Chris Wallace Departs FOX News Media)
  • AUTL -1.2% (presents positive obe-cel data at the 63rd ASH Annual Meeting & Exposition)
  • DLTR -1% (Comments on Mantle Ridge's Notice of Nomination of Directors)

Analyst comments:

  • CMBM -2.5% (downgraded to Neutral from Overweight at JP Morgan)
  • COMM -1.7% (downgraded to Neutral from Overweight at JP Morgan)

>>> US Gapping up

Gapping up
In reaction to earnings/guidance
:

  • FIGS +2% (FY21 guidance)

Other news:

  • ARNA +92.5% (to be acquired by Pfizer (PFE) for $100/share)
  • FHTX +38.3% (Foghorn Therapeutics and Lilly (LLY) form strategic collaboration for novel oncology targets; Foghorn to receive $300 mln upfront and an equity investment by Lilly of $80 mln at $20 per share)
  • BLU +27.9% (topline results from its Phase 2b SOOTHE trial of BLU-5937 for the treatment of refractory chronic cough)
  • BLUE +11.3% (New and Updated Data Demonstrating Sustained Treatment Response in Patients Treated in Largest Sickle Cell Gene Therapy Program To-Date Presented at ASH21 and Published in NEJM)
  • HOG +10.4% (Harley-Davidson's LiveWire to merge with AEA-Bridges Impact Corp (IMPX) in SPAC deal)
  • MREO +8.7% (presentation of data from the initial seven patients in an investigator-sponsored study of alvelestat in patients with BOS following hematopoietic stem cell transplantation)
  • EDIT +8.6% (Reports Preclinical Data Demonstrating Robust Tumor Reduction and Clearance Using Novel, Engineered iNK Cells at the American Society of Hematology Annual Meeting)
  • SANA +7.6% (Presentations at 2021 ASH Annual Meeting Highlight Progress with Platforms and CAR T Cell Programs)
  • TGTX +6.2% (Announces Data Presentations at the 63rd American Society of Hematology (ASH) Annual Meeting)
  • MNOV +5.9% (received a Notice of Allowance from the US Patent and Trademark Office for a pending patent application which covers the combination of MN-166 (ibudilast) and riluzole for the treatment of amyotrophic lateral sclerosis)
  • BKEP +4.9% (to acquire an asphalt terminal and 200-acre industrial park in Colorado)
  • RAM +3.9% (InfiniteWorld plans to become a publicly traded company via a merger with Aries I Acquisition Corporation)
  • SGMO +3.5% (Pfizer and Sangamo Announce Updated Phase 1/2 Results Showing Sustained Bleeding Control in Highest Dose Cohort Through Two Years Following Hemophilia A Gene Therapy)
  • RYAN +3.4% (signed a definitive agreement to acquire certain assets of Keystone Risk Partners)
  • SRAD +3.1% (positive Barrons article)
  • NVAX +3.1% (files for EUA of COVID-19 Vaccine in the United Arab Emirates)
  • EPZM +2.9% (Presents Updates from SYMPHONY-1 Tazemetostat + R2 Combination Study in Relapsed/Refractory Follicular Lymphoma at the 2021 ASH Annual Meeting)
  • IMGN +2.7% (Presents Initial Findings From the Phase 1b/2 Study of IMGN632 in Combination With Vidaza and Venclexta in Relapsed/Refractory Acute Myeloid Leukemia at ASH)
  • OBSV +2.3% (names Will Brown as CFO)
  • CSIQ +2% (Canadian Solar's CSI Solar subsidiary receives approval for its proposed listing by the Shanghai Stock Exchange)
  • BMY +1.9% (announces 10.2% dividend increase and additional $15 billion share repurchase authorization)
  • NUVB +1.9% (FDA clears IND application for NUV-422 as treatment for prostate cancer_)
  • SVFC +1.8% (Symbotic to become a public company in partnership with SoftBank)
  • AAPL +1.3% (positive Barrons article)

Analyst comments:

  • GPRO +3% (upgraded to Outperform from Neutral at Wedbush)
  • GMED +2.6% (upgraded to Buy from Underperform at BofA Securities)
  • KO +1.1% (upgraded to Overweight from Neutral at JP Morgan)
  • NATI +1.1% (upgraded to Neutral from Underweight at JP Morgan)

>>> US Early premarket gappers

Early premarket gappers

  • Gapping up:
    • FHTX +44.3%, BLUE +14%, EDIT +10.3%, SANA +7.6%, SVFC +3.8%, SGMO +3.5%, IMGN +2.7%, DOCU +1.1%, AAPL +1.1%, APRN +1%, SRAD +1%, OBSV +0.9%, CRM +0.9%, UNP +0.8%, EPZM +0.7%, ZM +0.7%
  • Gapping down:
    • IGMS -19.9%, MVST -2.4%, RGR -1.9%, FOXA -1.5%, VXX -1.4%, DLTR -1.1%

WSJ : When Companies Fire Their Auditors, Timing Is Clue to Future Trouble

When Companies Fire Their Auditors, Timing Is Clue to Future Trouble
Study shows that when auditors are fired late in the year, accounting problems are more likely

When a company and its auditor split up, it can be a sign of trouble in the books. But the two sides typically don’t give a reason for the breakup.

Two accounting professors instead looked at the timing of the split. They found that the later in the year it occurs, the more worried investors should be.

Most auditor changes happen early in the financial year, generally in the 30 days after the filing of the annual report. That is when companies typically choose their auditor for the new financial year. After that 30-day window, however, the chances of future accounting problems start to increase, according to the research.

When one of the biggest owners of radio stations in the U.S. fired its auditor in June 2019, it said there had been no disagreements over accounting issues.

A year later, Townsquare Media Inc. disclosed accounting errors dating back to 2017 and restated its financial statements. The company’s 2018 net loss tripled to $97 million. Its stock fell 16% that day.

The errors occurred while the Purchase, N.Y.-based company was being audited by midsize accounting firm RSM US LLP. The problems occurred in areas including the impairment of broadcasting licenses and the treatment of deferred tax losses where judgment by managers and auditors often comes into play.

A spokeswoman for Townsquare said the restatements were limited to noncash intangible assets and didn’t affect previously reported revenue or earnings before interest, taxes, depreciation and amortization. A spokeswoman for RSM US declined to comment.

Companies are meant to alert investors to disputes between them and their auditors under securities rules. But firms that fire their auditors typically keep quiet about any underlying tensions, the two accounting professors found. “Neither the company nor the auditor wants to air dirty laundry by disclosing disputes. It could create legal liability and also reputational risk,” said Jeffrey Burks of the University of Notre Dame, who co-wrote the study with Jennifer Sustersic Stevens of Ohio University.

The study looked at thousands of auditor dismissals from 2000 to 2013. The professors found the risk of a future restatement or a material weakness in internal controls is higher when the firing occurs closer to the end of the year. Dismissals during the 30 days after the filing of the annual report didn’t indicate higher risk of restatements, according to the research.

When companies fire their auditor in the second half of their financial year, or after the year ends when auditors have begun their fieldwork, the chance of a future restatement is 40% higher compared with companies that haven’t switched auditors, the study found.

Online appliance and furniture retailer 1847 Goedeker Inc. fired its auditor Sadler Gibb & Associates LLC in December 2020, close to the end of its financial year. The company said there were no disagreements with the auditor.

In March, the St. Charles, Mo.-based company announced a restatement. The accounting do-over, affecting expenses for sales taxes on online sales, more than doubled the company’s reported net loss for 2019 from $2.1 million to $5.2 million.

A spokesman for 1847 Goedeker declined to comment. Sadler Gibb didn’t respond to requests for comment.

Companies don’t often change their auditors, so when a switch happens, investors should pay attention. The study looked at auditor dismissals rather than resignations because dismissals are more common and harder to judge. From 2010 through the end of September, auditors resigned from U.S. public companies roughly 500 times. Companies dismissed their auditors nearly 2,000 times over the same period, according to data provider Audit Analytics.

An auditor resigning, as opposed to being fired, is a clear signal of accounting problems, research has shown. Auditors typically have little incentive to resign from financially healthy low-risk clients.

Under Securities and Exchange Commission rules, companies must report any significant accounting bust-ups with the departing auditor. The auditor must acknowledge that what the management says is accurate.

Most of these disclosures shed little or no light on why the auditor left, according to the study. The research found no evidence that the disclosures are helpful in predicting future restatements.

Companies’ reticence stems from the way the SEC rules are written, according to Jeffrey Johanns, a senior lecturer in accounting at the University of Texas and a former partner at PricewaterhouseCoopers, a Big Four firm. Companies and auditors are required to report disagreements only, not why they parted company.

Accounting firms try hard to avoid differences of opinion escalating to the point that they have to be reported, Mr. Johanns said. “Disagreement is an extremely high bar. Day to day, there’s always back and forth between the auditor and the client…[but the] auditor will say, ‘Let’s not use the term disagreement. Let’s not go there.’”

An SEC spokesman declined to comment.

The narrow wording of the SEC rules means that even after a public breakup, the company and auditor may report zero disagreements.