Governance Advice From Dionne Warwick 

The Spinners’ greatest hit was the Dionne Warwick Grammy-nominated “Then Came You” and based on recent events, it must be a popular song in corporate boardrooms as they decide whether they are next to announce big spinoffs or divestitures. (By the way, follow Dionne on X, a true American idol!)

 

After David Zaslav’s Warner Bros. Discovery announced a spin last month akin to what Comcast is doing with CNBC and a group of cable channels, boards are keen to simplify corporate models toward concentrated businesses with streamlined operations and more simplified capital structures before activists force their hands.

 

In the last two months, corporates across a variety of sectors have retained advisors and unveiled plans to sell off adjacent business units and constitute them as standalone companies to unlock value or spin to other companies. 

 

This week, medical device-maker Beckton Dickinson headed Starboard’s stern advice from February, announcing a deal to spin-off its life sciences business for $17.5bn. Last week, The Journal’s Lauren Thomas broke the news that Kraft Heinz is aiming to spin-off its groceries business and give its eponymous ketchup & Grey Poupon a new entity that could be valued as high as $20bn.

 

Other players in food & beverage are leaning into the playbook too: Nestle’s aiming to sell its sparkling water portfolio of Perrier and S. Pellegrino for around $5bn, and Unilever’s sweet tooth has subsided. The CPG giant is in the process of creating a standing ice cream business with Magnum and Ben & Jerry’s operating solo. 


Practitioners have been expecting these moves. Nearly 50% of advisors that we surveyed prior to Tulane pegged spins and breakups as the main driver of M&A in 2025. What happens in New Orleans does not stay in New Orleans.



We GPPers will be at Citi field Monday night cheering on our Metropolitans. Have a great weekend,

GPP

ACTIVISM

Bloomberg: Hewlett Packard Enterprise Signs Pact With Activist Investor Elliott

As part of a settlement with Elliott Management, HPE agreed to create a strategy committee, chaired by former Citrix CEO Robert Calderoni, with the goal to drive growth in servers and networking hardware with parabolic AI demands. Read More

 

Financial Times: Elliott Management builds stake in Global Payments in wake of Worldpay deal

After Global Payments’ acquisition of WorldPay led to the company’s stock massively declining, many wondered what was next, even though this acquisition does not require a shareholder vote. It turns out Elliott has built a “sizable” stake and investors will be on the lookout if the firm calls for changes. Read More

 

Axios: Barclays' Jim Rossman on the state of activist investors

Barclays global head of shareholder advisory and activism defense Jim Rossman speaks on the potential for an increased number of activist campaigns in H2 2025 as the M&A market continues to pick up. Read More

M&A

Bloomberg: Couche-Tard Abandons $46 Billion Bid to Buy 7-Eleven Owner

Canada’s ACT has withdrawn its bid to acquire Seven & I, citing a lack of “sincere or constructive engagement” from the Japanese conglomerate. Many considered the bid, and subsequent negotiations, as a reference point on corporate governance reform in Japan and it will lead to questions about the future of large-scale takeovers by non-Japanese companies. Read More

 

The Wall Street Journal: Aquarian Nears Deal for U.S. Insurer Brighthouse

Brighthouse, which was spun out of MetLife in 2017 and has been a speculative M&A target all year, has Aquarian as its latest potential suitor. Aquarian is the latest PE group to try and use an acquisition to build an insurance unit to complement the fund’s other tactics but nothing is finalized yet. Read More

 

The New York Times: Cognition AI Buys Windsurf as A.I. Frenzy Escalates

In Silicon Valley’s latest M&A dust up, Cognition AI purchased Windsurf, a move that comes on the back of Google’s $2.4bn “acquihire” of some Windsurf executives. Read More

CORPORATE GOVERNANCE

Drinks With The Deal: Wachtell's Kirman, Tetelbaum Discuss Mentorship

Wachtell partners Igor Kirman and Lina Tetelbaum discuss the evolution of their mentor-protege relationship over the past 15 years and how it's enriched their practices (M&A and activism defense) and their lives. Listen Here

 

The Corporate Director Podcast: Inside Wall Street Journal's Top 250 Directors List

Alan Murray, president of the Wall Street Journal Leadership Institute, discusses the data-driven approach behind WSJ’s Top 250 Directors ranking and the evolving definition of board effectiveness. The episode highlights how technological disruption and global pressures demand more adaptability and accountability from today’s directors. Listen Here


Bloomberg: At Vanguard, the Man from BlackRock Ushers in a Quiet Revolution

After a year at the helm of Vanguard, Bloomberg takes a look back as Salim Ramji leans into the firm’s specialty, ultra low-cost index funds, while also exploring new directions such as the private markets. Read More

 

Lucian Bebchuk: How to Control Controller Conflicts

Professors Lucian Bebchuk and Kobi Kastiel argue that Delaware’s new law makes it too easy for controlling shareholders to push through deals without proper checks. They propose a stronger framework requiring broader shareholder approval in conflicted transactions, especially in companies with dual-class structures. Read More

IPO


Reuters: Publisher McGraw Hill targets $4.2 billion valuation in US IPO

The textbook giant, backed by Platinum Equity, has filed to go public once again, targeting a $4.2 billion valuation, nearly four years after being taken private. Read More

FROM OUR DESK TO YOURS


This week, we were delighted to welcome local nonprofit Exhale to Inhale (ETI) to GPP's boardroom-turned-yoga studio to learn more about their important work and participate in a brief chair yoga practice. Maggie LaRocca, Executive Director of Exhale to Inhale, joined us to discuss ETI's transformative work offering trauma-informed yoga to survivors of domestic violence and sexual assault. Following the discussion, Maria Phegan, ETI Yoga Teacher, led GPPers in an office-friendly yoga class, offering chair yoga poses, stretches and meditation exercises to utilize throughout our busy days. Thank you to GPP Partner and ETI Board President, Vanessa Esparza, for organizing this welcome break in our day! 

 

Over on Broadway, GPPers did not miss the opportunity to catch the last week of Andrew Lloyd Webber's Tony-award-winning musical, Sunset Blvd, a revival based on the film of the same name. Nicole Scherzinger delivered a stunning theatrical performance as the show's female lead, Norma Desmond, complete with unforgettable musical numbers and unique staging (all we'll say is dancing in the streets, but you'll have to see for yourself!). Catch the show for the next couple of days at the St. James Theatre before it closes on Sunday.   

PEOPLE MOVES

  • Diageo CEO Debra Crew stepped down after two years in the post. Read More
  • Rio Tinto named Simon Trott, who most recently oversaw the miner’s iron ore operations, as the company’s next CEO. Read More
  • Paul Hastings hired two former Latham FIG dealmakers Corey Wright and Lisa Collier as well as former Paul Weiss partner Kristiina Leskinen to the firm’s New York office. Read More
UPCOMING EVENTS

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