Gannett to receive USD 12-per-share offer from Digital First Media - report
14 JAN 2019
Gannett [NYSE:GCI], the McLean, Virginia-based publishing group behind USA Today, is to receive a takeover offer from MNG Enterprises, also known as Digital First Media, The Wall Street Journal reported, citing sources familiar with the matter. The report added that MNG will make a USD 12-per-share offer for the company, which was trading at USD 9.75 per share by the close of trading on 11 January.
Denver, Colorado-based MNG, which already owns a 7.5% stake in Gannett, plans to press the company to appoint bankers to explore a sale, the report cited the sources as saying.
The report added that MNG will also push for a review of Gannett’s strategy before it appoints a new chief executive to replace outgoing CEO, Robert Dickey. MNG will also push to end Gannett's acquisitions of assets in the digital sector, the report said, adding that changes to the company’s board are also a possibility if Gannett fails to respond favorably.
Gannett currently has a market cap of USD 1.1bn, having watched its share price fall around 15% over the past year, the report noted.
The report cited the sources as saying that MNG has approached Gannett with a number of deal proposals in recent years, including one in the past few weeks, but has always been rejected.
The US hedge fund Alden Global Capital is the biggest shareholder in Digital First Media, the report said. The fund specializes in distressed businesses and is known for stringent cost cutting, the article said.
Link to original source.
WSJ : Hedge-Fund-Backed Media Group Prepares Bid for Gannett
Digital First Media has taken 7.5% stake in USA Today publisher, seeks other bid
A hedge-fund-backed media group known for buying up struggling local papers and cutting costs is planning to make an offer for USA Today publisher Gannett Co. GCI 0.52% , according to people familiar with the matter.
MNG Enterprises Inc., one of the largest newspaper chains in the country, has quietly built a 7.5% position in Gannett’s stock and plans to publicly urge the McLean, Va., publisher to put itself up for sale, the people said.
MNG, better known as Digital First Media, will also offer to buy Gannett for $12 a share, they said, which would represent a 23% premium over Friday’s closing price of $9.75. The shares, which fell steeply last year, have been rising lately.
Closely held Digital First is known for its contentious history with the newspaper industry in part because of its penchant for slashing costs. It has over the past few years made multiple approaches to Gannett about a deal but has been rebuffed, the people said. At least one approach was made in the past month or so. It isn’t clear whether Gannett will be receptive now.
In addition to publishing USA Today, one of the top-selling papers in the country, Gannett owns and operates dozens of other publications such as the Arizona Republic, the Record in North Jersey and the Naples Daily News in Florida. Its shares have tumbled in recent years and dropped roughly 15% in the past 12 months, leaving the company with a market value of about $1.1 billion.
The print media industry has suffered sharp revenue declines as digital advertising sales fail to keep up with drops in print advertising. This in turn has prompted a wave of consolidation among publishers looking to benefit from economies of scale and cut costs, often through layoffs. Both Gannett and Digital First Media have been active acquirers.
Digital First Media owns about 200 newspapers and publications including the Denver Post and the Orange County Register. Last year it beat out other bidders to buy the Boston Herald after the tabloid had filed for bankruptcy.
This wouldn’t be the first time Digital First Media has faced a fight. Since it bought the Denver Post, the paper’s staff has shrunk, prompting outrage from news-industry unions but helping make Digital First one of the most profitable newspaper operators.
The dispute is one of the most high-profile in a series of recent battles between a newsroom and its ownership. But USA Today, one of the most recognized papers in the country, would be the best-known target it has set its sights on yet.
Digital First Media’s largest shareholder is Alden Global Capital LLC, a New York hedge fund that focuses on investing in distressed companies. It became an investor in the debt of an MNG entity in 2010 after that company’s own bankruptcy and became the biggest shareholder several years ago.
Alden, founded by Randall Smith and Heath Freeman, has more than $1 billion under management. The sometimes-activist investor is known for slashing costs at its media investments through layoffs and the use of zero-based budgeting, an approach that requires operators to justify their expenses each year.
Digital First was formed in 2013 as the result of the merger of Media News Group and the Journal Register Co. It quickly moved to unload much of its real estate holdings and printing operations and made steep staffing cuts across its titles, consolidating considerable aspects of its operations in centralized hubs.
In late 2014, Digital First explored selling all its newspapers to Apollo Global Management LLC, but called off talks the following year after the two sides couldn’t agree to a price.
In early 2016, Digital First acquired the Orange County Register and other Southern California newspapers out of the bankruptcy of Freedom Communications after the Justice Department blocked the winning bid by Tribune Publishing.
Gannett has been seeking to remake itself. In 2016 it bought Journal Media Group Inc., owner of the Milwaukee Journal Sentinel, and made bids for the publisher of the Chicago Tribune, Tribune Publishing Co. It ultimately backed off amid resistance from Tribune Publishing, which until October was known as Tronc.
While Gannett’s shares were down 41% through the end of last year since its 2015 spinoff from what is now known as Tegna Inc., both Gannett’s stock and that of Tribune Publishing have rebounded since the beginning of the year, possibly indicating investors’ anticipation of consolidation.
Digital First Media’s bid comes as Gannett faces voids in its top ranks. The company said last month that Chief Executive Robert Dickey plans to leavein May, or earlier if a replacement is found sooner, and the chief of its online-marketing business, ReachLocal Inc., also plans to depart.
Digital First Media wants Gannett to hire bankers to consider a sale, enter into talks with Digital First about a deal, review its strategy before hiring a new CEO and halt acquisitions of digital assets, the people said.
Denver-based Digital First Media believes it will be hard for Gannett to turn around its operations while it is publicly traded, making a sale the best option, the people said. It hasn’t ruled out pushing for changes to Gannett’s board of directors if the company isn’t responsive, they said.
Gannett is scheduled to report its fourth-quarter results Feb. 18. During the first nine months of 2018, revenue from its advertising business fell 7% from the prior year to $1.23 billion. Overall, sales were down 6% to $2.17 billion.
Deutsche Bahn to propose sale of Arriva to German Transport Minister - report (translated)
14 JAN 2019
Deutsche Bahn (DB), the German rail operator, wants to resell its UK subsidiary Arriva, reported German daily Handelsblatt.
Without disclosing its source, the paper said DB Chief Richard Lutz will propose a sale to German Minister of Transport Andreas Scheuer at a meeting on Tuesday.
A complete sale of Arriva could raise between EUR 4bn and EUR 4.5bn.
DB Chief Financial Officer Alexander Doll wants to sell the company to investors, and is not preparing for a flotation, the report added.
The original article was published today on pages 16 and 17
Vontobel could make acquisitions (translated)
14 JAN 2019
Vontobel [SWX:VONN], the Swiss banking group, could make acquisitions, NZZ am Sonntag reported.
The report cited Vontobel Director Bjorn Wettergren, while speaking in a brief interview as saying that suitable acquisitions, along similar lines as the acquisition of Bank Notenstein La Roche, could be made. However, the bank is not striving for a size for the sake of it, he added.
Wettergren was further quoted as saying that the bank focuses on profitable niches, and noted that many acquisitions do not pay off, but he would not delay should a suitable target be available.
Stocks fell with the Australian dollar as China trade data showed a worse-than-expected slump amid the trade war, reigniting concerns about global growth. Treasury futures indicated a decline in yields.
Losses in Asian equities were most pronounced in Hong Kong, while futures pointed to lower open for sessions in Europe and the U.S. amid signs January’s rally in risk assets is abating. The yuan held on to recent gains as Goldman Sachs Group Inc. lifted its forecast for China’s currency. Japan is closed for a holiday, so Treasuries won’t trade until the London open. Chinese trade slumped in December, sending regional stocksand the Australian dollar lower, as an unexpected fall in both exports and imports underlined the impact of the trade war and economic slowdown.
Exports in dollar terms fell 4.4 percent from a year earlier, while importsdropped 7.6 percent. Both were the worst result since 2016, and left a trade surplus of $57.1 billion.
Nikkei Closed Hang Seng -1.55% CSI -0.91% Shanghai -0.71% Shenzen -0.81%
Eur$ 1.1475 CNH 6.7727 CNY 6.7654 JPY 108.17 GBP 1.2852 CHF 0.9834 RUB 67.2332 TRY 5.54 (-1.38%)
S&P -0.76% EuroStoxx -0.52% FTSE -0.50% Dax -0.62% SMI -0.47% Turkey -0.95%
Macro :
- China 2018 Vehicle Sales Have First Annual Drop Since 1990
- OPEC+ Deal Can Sustain Oil at $60 a Barrel: Oman Oil Minister
- Two Big Producers Just Called a Bottom for Oil: $60 a Barrel
- Qatar Plans to Boost U.S. Assets to $45 Billion From $30 Billion
Keep an eye on :
- ALV GY : Bill Gross’s Bond Fund Assets Decline Below $1 Billion
- ALO FP : German Watchdog Has ‘Serious’ Doubts on Alstom-Siemens Deal: FT - https://on.ft.com/2QKEduK
- AMS SM : Amadeus Names Stefan Ropers as Senior Vice-President
- AMZN US : Bezos Divorce Will Cover Amazon’s Billions but Could Be Simple
- ATL IM : Atlantia Ready to Pay EU439m to Rebuild Genoa Bridge: Reuters
- BARC LN : Barclays Faces Est. GBP30m Legal Fees Bill: Telegraph
- BMPS IM : League Lawmaker Signals Possible Paschi ‘Problem’: Ansa
- BMPS IM : Paschi to Buy Remaining Shares in Perimetro Gestione
- BMPS IM : Paschi Says ECB Urged Bank to Deliver on Restructuring Plan
- BINCK NA : BinckBank, Saxo Say Making Good Progress With Takeover
- BMW GY : NADA Sees 2019 U.S. New-Auto Sales at 16.8m: Detroit Free Press
- BNP FP : BNP Paribas Is Said to Shut $3 Billion Prop Trading Arm
- BT/A LN : Telecom Italia Is Said to Explore Bid for BT’s Italian Business
- CRG IM : Moody’s Places Banca Carige’s Long-Term Ratings Under Review
- CBK GY : Deutsche Bank, Commerzbank CEOs Met Regulary in Past Months: HB
- CON GY : *CONTINENTAL SEES 2019 SALES ABOUT EU45-47B, EST. EU46.6B
- DAI GY : NADA Sees 2019 U.S. New-Auto Sales at 16.8m: Detroit Free Press
- DBK GY : Deutsche Bank, Finance Ministry Held 23 Talks as Woes Worsened
- DLG GY : Dialog Semi Fourth Quarter Revenue Misses Lowest Estimate
- EDF FP : France to Study Lower-Carbon Fuels for Cordemais Coal Plant
- ELIOR FP : Elior Expects Bids for Areas Unit by End January: Reuters
- ENI IM : Eni Signs Onshore Exploration Concession Accords With Sharjah
- ENI IM : Oman to Award Italy’s Eni an Oil Exploration Block on Monday
- ENI IM : Italy’s Eni Sees Oil Averaging $60 to $62 A Barrel This Year
- ENX FP : Euronext Launches EU625m Cash Offer for Oslo Bors
- FRA GY : Fraport Dec. Frankfurt Passengers Up 7.8%
- IWG LN : IWG Is Said Offer Spaces Brand for Sale in Challenge to WeWork
- DEC FP : JCDecaux Says It Decided Not to Submit Bid for Sydney Contract
- BAER SW : Julius Baer Proposes Romeo Lacher as Chairman To Replace Sauter
- LO24 GY : ISS Recommends Zeal Shareholders to Approve Lotto24 Acquisition
- MC FP : Tiffany Investors Brace for More Blues as Holiday Report Looms
- MDXH BB : MDxHealth FY Revenue $28.3M vs $40.5m in 2017
- MSFT US : Microsoft Wins $1.76 Billion U.S. Navy Contract
- NFLX US : Netflix’s $45 Billion Rally Sets Up Earnings Showdown Next Week
- 973 HK : L’Occitane to Buy Elemis for $900m From Steiner Leisure, Nemo UK
- PROX BB : Belgium’s Telco Minister Wants State to Exit Proximus: Belga
- RADH SS : Radisson Board Committee Says Owners Should Decline Raised Offer
- RNO FP : Renault to Pay Bonus to 80% of Its French Workers, Union Says
- QFR NO : Q-Free Exploring Strategic Alternatives, Including Combinations
- SEBA SS : Dagens Industri Recommends Readers Buy Shares in SEB Bank
- SLACK IPO : Slack Is Said to Plan for Direct Share Listing Instead of IPO
- SQ US : Square’s Head of Product Mary Kay Bowman Leaves for Visa
- TIT IM : Telecom Italia’s Conti Urges Vivendi to Await Holder Meeting
- TIT IM : Telecom Italia Is Said to Explore Bid for BT’s Italian Business
- FP FP : PNG Wants Exxon, Total, Oil Search to Fund LNG Expansion: AFR
- UNI SM : Unicaja, Liberbank Merger to Have Malaga Headquarters: El Mundo
- DG FP : Vinci Airports 4Q Traffic up 7.2%; Total 195m Passengers in 2018
- VIV FP : Telecom Italia’s Conti Urges Vivendi to Await Holder Meeting
- VOW3 GY : NADA Sees 2019 U.S. New-Auto Sales at 16.8m: Detroit Free Press
>>> Up
* Alcoa Upgraded to Buy at Goldman; PT $38
* Bank of America Upgraded to Strong Buy at Vining Sparks; PT $32
* Brooks Macdonald Upgraded to Buy at Shore Capital; PT 21 Pounds
* Citigroup Upgraded to Strong Buy at Vining Sparks; PT $73
* doBank Upgraded to Overweight at JPMorgan; PT 14 Euros
* Engie Upgraded to Buy at BerenbergSafilo Upgraded to Neutral at Mediobanca SpA
* Lundbergforetagen Raised to Hold at Danske Bank Markets
* Mowi Upgraded to Buy at Fearnley; PT 215 Kroner
* Schoeller-Bleckmann Upgraded to Buy at Erste Group; PT 105 Euros
* Unicaja Banco Upgraded to Buy at Kepler Cheuvreux; PT 1.34 Euros
>>> Down
* 3i Infra Downgraded to Hold at Jefferies
* Countryside Cut to Underweight at JPMorgan; PT 3.75 Pounds
* Heineken Cut to Underweight at Morgan Stanley; PT 73 Euros
* Legrand Downgraded to Hold at Kepler Cheuvreux; PT 53 Euros
* Next Downgraded to Underperform at Credit Suisse; PT 48 Pounds
* Paddy Power Downgraded to Equal-weight at Barclays; PT 67 Pounds
* Schneider Downgraded to Hold at Kepler Cheuvreux; PT 60 Euros
>>> Initiation
* JTC PLC Rated New Buy at Citi
* Linde Rated New Overweight at KeyBanc; PT $188
* Sanne Group Rated New Neutral at Citi
>>> Call
What Amazon’s Rise to No. 1 Says About the Stock Market
The biggest companies are still the most dominant. The biggest companies today make up less of the overall market than those in the past. And the biggest companies can still be toppled.
On Jan. 7, Amazon.com Inc. AMZN -0.95% became the world’s largest company by market capitalization. Its rise might make you think today’s biggest technology companies are turning into unstoppable juggernauts of growth, or that turnover at the top is only accelerating.
First, consider the history of all the companies that have ranked No. 1 by market size. It’s full of surprises.
From the beginning of 1926 through the end of last year, only 10 companies have ever ranked No. 1 among all U.S. stocks by market capitalization. Amazon has just become the 11th, succeeding Microsoft Corp. , Apple Inc., Exxon Mobil Corp. , General Electric Co. , Walmart Inc., Altria Group Inc., International Business Machines Corp. , DowDuPont Inc., General Motors Co. and AT&T Inc.
Some, including AT&T and IBM, spent years at the top. Others, including Altria, DuPont and Walmart, were No. 1 for less than a month; Walmart was the biggest U.S. stock for only three days in late 2002, according to the Center for Research in Security Prices, or CRSP, at the University of Chicago’s Booth School of Business.
However, companies have been holding on to the No. 1 position by market value for about as long as they used to.
Hendrik Bessembinder and Goeun Choi, finance researchers at Arizona State University, calculate that the largest company in the U.S. clung to that spot for an average of 20 months from the late 1920s through the late 1950s—although it was nearly always either AT&T or GM.
From the 1960s through the end of the 1990s, the top company held the No. 1 position for an average of 12 months. From 2000 through mid-2018, the average tenure at the top was 15 months.
Over the past month, Apple, Microsoft and Amazon, all with market values of $700 billion or more, have each been No. 1 for several days at a time.
Still, Warren Buffett’s old-school conglomerate, Berkshire Hathaway Inc., hovers not far behind at nearly $500 billion in market value.
Talk to any professional stock-picker and you will get an earful of whining about how today’s market is “narrow” or “concentrated” or “top-heavy,” with the largest stocks accounting for an unusually large share of total value.
That’s historical hogwash.
Amazon, at less than 3% of the total value of all U.S. stocks, is a minnow alongside the leviathans of the past.
AT&T was 13% of total U.S. stock-market value back in 1932; General Motors, 8% in 1928; IBM, 7% in 1970.
The single largest stock has made up about 3% of total U.S. market capitalization for the past 20 years, according to Savina Rizova, co-head of research at Dimensional Fund Advisors, an investment firm in Austin, Texas, that manages $517 billion. That’s down from the earlier average, since the late 1920s, of nearly 6%.
Companies tend to become the largest by market value after their stocks have done well. Over the 12 months ended Jan. 7, Amazon’s shares outperformed the S&P 500, including reinvested dividends, by about 38 percentage points.
And Amazon’s shares jumped after the company became the biggest, as if some investors had taken that as a sign of approval from the market gods.
Likewise, the 10 companies that preceded Amazon tended to be on a hot streak before they became the biggest U.S. stock. Counting all the times they reached the No. 1 position, they outperformed the market by an average of 48 percentage points cumulatively over the preceding five years, based on the available data, according to CRSP.
The catch: Over the five years after they hit No. 1, they underperformed the overall U.S. stock market by an average of 6 percentage points.
What if you just bought the largest stock in the month after it became No. 1 and held it so long as it remained there? You would have earned an average of 7.3% annually from January 1926 through November 2018, calculates Rui Dai of Wharton Research Data Services. Over the same period, the full U.S. stock market grew at an average of 9.7% annually.
All these figures include reinvested dividends.
While such numbers confirm the conventional wisdom about how market leaders are likely to perform, they come with a caveat. So few companies have ever occupied the No. 1 position by market capitalization, often for such short periods, that you can’t draw statistically valid conclusions from such a small sample.
Amazon declined to comment. In a recent interview at the Economic Club of Washington, D.C., the company’s founder and chief executive, Jeff Bezos, invoked the great investor Benjamin Graham’s saying that in the short run, the stock market is a voting machine, but in the long run it’s a weighing machine.
“What you need to do,” added Mr. Bezos, “is to operate your company in such a way knowing that it will be weighed one day and just let it be weighed. Never spend any time thinking about the daily stock price. I don’t.” (This week, Mr. Bezos and his wife, MacKenzie, announced they are divorcing.)
All in all, Amazon’s ascendancy is a reminder not of how new this era is but how old the dominance by big companies is. In some ways, these are the good old days: The top stocks account for less of the total market, and the giants don’t appear to be much easier—or harder—to topple than they used to be.
The Merger That Made a U.S. Gas Giant Is Failing
Union of EQT and Rice Energy was meant to create efficiencies, but it is spending more and producing less than promised
When EQT Corp. EQT 2.93% agreed to buy Rice Energy Inc. for $6.7 billion a little over a year ago to create the country’s largest natural-gas producer, it promised that the combined company would be able to make more by spending less.
Those promises have so far fallen flat, and what many cheered as one of the first deals in a hoped-for wave of consolidation among shale companies is turning out to be a cautionary tale, demonstrating that in fracking, bigger isn’t always better.
EQT shares have plunged around 42%—accounting for EQT’s spinoff of its pipeline business in November—since the deal closed in late 2017, as the efficiencies executives envisioned have failed to materialize. The two Appalachian shale drillers’ combined market value has lost about $4 billion since the deal was announced in June 2017, factoring in the spinoff.
The union officially turned acrimonious last month, when the brothers who ran Rice Energy launched an effort to boot EQT’s current management and take over the merged company, and gained the support of two influential activist hedge funds.
EQT’s acquisition of Rice, which gave it more U.S. natural-gas production by volume than Exxon Mobil Corp. , was largely motivated by the idea of drilling supersize horizontal wells beneath the two companies’ contiguous acreage in the Marcellus Shale, one of the largest gas fields in the world.
Investors in recent years have increasingly lost patience with shale companies, which have spent around $100 billion more than they’ve made over the last decade. Spurred by investors, many shale companies have explored consolidation, hoping that larger combined landholdings and scale would help them turn fracking more profitable. But the EQT-Rice merger got off to a rocky start, partly because of cultural differences between the companies, according to people who have worked for the companies.
The two had taken different roads to become shale-gas players. EQT was a descendant of Equitable Resources Inc., a large utility company with roots in the 19th century, and had been a natural-gas distributor before it got into shale drilling. Rice Energy was formed in 2007 and run by three brothers in their 30s—Daniel, Toby and Derek Rice—who created a lean operation that drilled as quickly as possible.
The siblings developed a reputation as colorful characters in the industry, using wrestler Hulk Hogan’s theme song as hold music at the company’s headquarters and showing up to a bankruptcy auction wearing Mickey Mouse T-shirts and shorts underneath blazers.
Meanwhile, EQT’s utility roots left it with too many middle managers and layers of approval, making it less nimble than Rice on operational decisions, including altering drilling or fracking plans, the people familiar with the companies said.
“We strongly believe the potential of the EQT-Rice merger can still be realized, but a major course correction is needed,” the Rice team said in a statement. “The company has simply not performed.”
EQT declined to comment. In a letter to shareholders last Monday, Chief Executive Robert McNally said the company was “working aggressively to address the legacy operational challenges facing EQT” but didn’t address the Rice effort. Mr. McNally also announced layoffs, which he said would save $50 million annually.
Mergers can often take years to work, and deals don’t always pan out when business environments change or differences within the combined company can’t be resolved. For that reason, it isn’t unheard-of for executives of the acquired company to try to take back control.
The Rice brothers are expected to present their ideas for proposed changes to EQT’s board of directors in coming days. The Wall Street Journal has previously reported that the Rices—who as a family control roughly 2.7% of EQT’s stock—have the support of activist hedge fund Elliott Management Corp. and at least two top-10 shareholders listed by FactSet, including activist hedge fund D.E. Shaw Group, which has come out publicly in support of them.
In a letter to EQT sent Friday, D.E. Shaw said the company’s recent letter to shareholders was “little more than an announcement of layoffs” and didn’t address the issues behind its poor performance. D.E. Shaw reiterated its support for the Rice team’s effort.
“If a constructive resolution isn’t reached swiftly, then the answer is simple: let shareholders vote,” the fund said in the letter.
EQT completed its acquisition of Rice in November 2017. By early 2018, it was falling behind on production plans, leading the company’s management to accelerate plans for fracking and drilling ultralong wells to catch up on production, the people who have worked for the companies said. Unusually wet weather in the Appalachian region in the first quarter of 2018 made it difficult to operate, crimping the company’s production. Also, Steve Schlotterbeck, the CEO around the time of the merger, resigned last March over a dispute with the board of directors about his compensation.
In April, David Schlosser, EQT’s head of exploration, said the company had drilled a 18,670-foot-long well in Pennsylvania. It was one of the longest shale wells ever, and Mr. Schlosser said he thought EQT could drill up to 20,000 feet. But as the company drilled further to untested lengths, it pushed technology to its limits. The decision to drill some of the longest horizontal wells ever in shale rocks turned into a costly misstep costing hundreds of millions of dollars, the people said.
Six months later, the newly appointed CEO, Mr. McNally, told investors that some wells had encountered big problems when pushing past 15,000 feet. Because of those and other operational challenges, the company would need to spend $300 million more than planned in 2018—and would produce about 3% less gas, Mr. McNally said. He added that EQT would limit drilling the ultralong wells and disclosed that Mr. Schlosser was resigning.
Last month, Derek and Toby Rice wrote EQT’s board to demand major changes. They said EQT should pack fewer wells onto its acreage and drill lateral lengths around 12,000 feet to improve the wells’ long-term production. The Rices believe the ultralong wells, which were planned before the deal closed, are technically possible, said a person familiar with the matter, but don’t currently make sense on a large scale.
The Rices wrote again in December to press for installing Toby Rice as chief executive and replacing board chairman James Rohr and three other directors. Daniel Rice IV, who had been Rice Energy’s chief executive, is the only family member currently on EQT’s board. They made more than $1 billion at the time of the sale.
It isn’t clear how receptive the board will be to the Rices’ plan. Moving forward, investors will need to see improved results, said Scott Hanold, managing director of energy research at RBC Capital Markets.
“Were there really any synergies there? That’s a big question for investors,” Mr. Hanold said. “EQT will have to prove that.”
Ghosn Received $8 Million From Nissan-Mitsubishi Entity, Nissan Probe Alleges
The former Nissan and Mitsubishi chairman had said his pay was lower than his peers
TOKYO—Carlos Ghosn was paid around $8 million last year from a Netherlands-based entity jointly owned by Nissan Motor Co. and partner Mitsubishi Motors Corp., according to a person familiar with Nissan’s investigation of Mr. Ghosn.
The money came on top of salaries for his roles at Nissan, Mitsubishi and Renault SA, the person said. Ghosn had publicly described his pay package as less than that of peers.
In the most recent full year, Mr. Ghosn received around $17 million for serving as chairman of Nissan and Mitsubishi and chairman and chief executive of Renault. The Japanese companies reported figures for the year to March 2018, while Renault reported for the calendar year 2017. General Motors Co. CEO Mary Barra received $22 million in compensation in 2017.
The alleged payments cited in Nissan’s investigation are separate from those mentioned in the criminal charges against Mr. Ghosn in Japan. Japanese prosecutors allege that Mr. Ghosn understated his compensation in Nissan’s financial statements by more than $80 million over a period of eight years by failing to report deferred compensation. Ghosn denies those allegations.
Tokyo prosecutors couldn't be reached for comment about the alleged payments by the jointly owned entity. A lawyer for Mr. Ghosn in Japan declined to comment. Shin Kukimoto, the deputy chief prosecutor in Tokyo, on Friday declined to say whether prosecutors were pursuing further charges against Mr. Ghosn. Nissan has said it is providing information to Tokyo prosecutors and assisting in the criminal investigation of Mr. Ghosn.
Nissan’s board removed Mr. Ghosn as chairman on Nov. 22, three days after his arrest by Tokyo prosecutors. The company has been investigating his pay and other aspects of his long tenure.
An entity called Nissan-Mitsubishi BV, with 50-50 ownership by the two auto makers, was established in the Netherlands in June 2017, following Nissan’s acquisition of a 34% stake in Mitsubishi the previous year, company filings in the Netherlands show. The company was to be funded by annual contributions from Nissan and Mitsubishi representing some of the cost savings generated by the companies, and employees who helped generate savings were to be eligible for incentives, according to a Nissan financial statement filed in Japan.
Nissan found that Mr. Ghosn signed an employment agreement with Nissan-Mitsubishi BV in February 2018 entitling him to a $1.7 million signing bonus and salary of $6.7 million for the year through March 2019, the person familiar with the Nissan investigation said. By October 2018, Mr. Ghosn had already received the full year’s salary ahead of changes to Dutch tax law, making his total income from the entity about $8 million, this person said.
Though the chief executives of Nissan and Mitsubishi are also directors of Nissan-Mitsubishi BV, Mr. Ghosn was able to authorize payments to himself without their knowledge because a January 2018 board resolution gave him sole authority to disburse the entity’s cash, the person familiar with Nissan’s investigation said.
Japanese media outlets including public broadcaster NHK earlier reported the alleged Nissan-Mitsubishi BV payments.
Mr. Ghosn says he is innocent of the charges prosecutors have leveled against him in Japan. At a court hearing Jan. 8, he said that while he maintained a record of his preferred salary, Nissan was under no obligation to pay him any more than he received in a given year. He told the court that some Nissan directors discussed ways to pay him advisory or noncompete fees after his retirement, but he said he had no binding contracts for such pay.
Nissan’s investigation into suspected financial misdeeds by Mr. Ghosn has been examining numerous Dutch entities fully or partly owned by Nissan, according to the person familiar with Nissan’s investigation. The Japanese company has called for an independent investigation of another such subsidiary, Renault-Nissan BV, jointly owned with alliance partner Renault.
Mr. Ghosn had considered arranging for a salary to be paid to him from Renault-Nissan BV as far back as 2010, according to an email by a then-Nissan executive to others involved in the Nissan-Renault alliance, reviewed by The Wall Street Journal. But the idea wasn’t carried out, according to the person familiar with the Nissan investigation.