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Column: That big Albertsons/Kroger merger will enrich millionaire insiders at your expense

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Column: That big Albertsons/Kroger merger will enrich millionaire insiders at your expense

It ought to be apparent by now that the driving pressure of many company mergers, if not most and even all mergers, is the aim of enriching insiders. The pending merger of grocery store giants Albertsons and Kroger, nonetheless, injects that impulse with steroids.

On the coronary heart of the $20-billion deal introduced Oct. 14 is a $4-billion dividend to be paid Monday to Albertsons stockholders. Who’re these stockholders?

Six of them are company insiders, outlined as holders of greater than 5% of Albertsons shares every.

The particular dividend…is a part of Albertsons’ long-term technique for progress

— Albertsons lawyer Ted Hassi

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The massive canine amongst them is the non-public fairness agency Cerberus Capital Administration, which owns practically 30% of the shares and holds two seats on the corporate’s board of administrators. The opposite 5 are funding and actual property funds that maintain a complete of a further three board seats.

The six buyers management about 75% of Albertsons shares. Mixed with the three present and former Albertsons executives on the board, they maintain a majority of seats. In different phrases, they voted themselves a multibillion-dollar handout.

The dividend is being challenged in federal court docket by the attorneys basic of California, Illinois and Washington, D.C., and individually by the lawyer basic of Washington state. The courts should transfer quick to dam the dividend, because the challengers ask: As soon as it’s paid out Monday, it can presumably be inconceivable to get well. As of this writing, Albertsons hasn’t filed a solution to the movement and the courts haven’t dominated.

No matter how the motions for an injunction blocking the dividend fare, nonetheless, the payout deserves particular scrutiny for what it says concerning the construction of this deal and what its impact can be on Albertsons because the merger strikes towards closing subsequent yr. The message is a darkish one.

We’ve already reported on the probability that the Albertsons/Kroger merger will drive costs greater on the supermarkets’ money registers.

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The deal will deliver collectively the most important and second-largest grocery store corporations. In California, Kroger owns Food4Less and Ralphs; Albertsons owns Safeway, Vons and Pavilions. The 2 corporations management 38 different retail market manufacturers nationwide.

The merger ought to be a first-rate goal for antitrust officers on the Federal Commerce Fee and Division of Justice.

Earlier than we get additional into the implications of the $4-billion payout, it’s correct to notice that Albertsons apparently has been lower than candid about the way it took place. Approach lower than candid.

After receiving an Oct. 26 letter from the attorneys basic of California, Illinois, Washington state, Idaho, Arizona and D.C. asking Albertsons and Kroger to place the dividend on maintain, Albertsons asserted that the payout had nothing to do with the merger.

The proposed merger of Kroger and Albertsons would create a nationwide grocery store behemoth. Will shoppers see any advantages?

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(krogeralbertsons.com)

In a letter responding to the request, an Albertsons lawyer, Ted Hassi of the agency Debevoise & Plimpton, stated “the particular dividend… is a part of Albertsons’ long-term technique for progress,” which was “decided properly earlier than Albertsons’ discussions with Kroger started.”

Is that so? The businesses’ personal merger announcement said explicitly that the $4-billion dividend is “a part of the transaction.” It additionally counted the dividend as a part of the merger value, accounting for $6.85 per share of the $34.10 per share payable to Albertsons shareholders.

In keeping with the merger settlement, furthermore, the particular dividend was voted on by the Albertsons board on the similar assembly at which they authorised the merger deal itself.

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Hassi, the Albertsons lawyer, informed the states that the dividend can be paid whether or not or not the merger really takes place. That factors to the principle concern raised by the plaintiffs within the lawsuits, which is {that a} $4-billion payout to shareholders will depart Albertsons as a floundering shell of itself in monetary phrases.

The dividend will sap Albertsons’ capacity to operate as an impartial firm, the plaintiffs assert. They’ve a degree.

In keeping with the corporate’s most up-to-date monetary disclosure, Albertsons had solely $3.4 billion money readily available, amongst $9.3 billion in property, most of which was tied up in stock.

The corporate should borrow to lift funds for the particular dividend, and that borrowing received’t come low cost — the corporate’s present excellent debt is rated as junk grade by each Moody’s Investor Providers and Customary & Poor’s.

Neither is the scale of the dividend something like regular for Albertsons. Its most up-to-date quarterly dividend was 12 cents per share, to be paid to shareholders on Nov. 14. The corporate paid out solely $207.4 million in shareholder dividends in fiscal 2021, the corporate says, and spent nothing on share buybacks, the opposite method that companies reward shareholders.

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The particular dividend, the states assert in court docket, would “cut back Albertsons’ capacity to compete successfully with Kroger” if the merger doesn’t shut, leaving it spavined as a rival if it stays impartial — say as a result of regulators have blocked the merger.

The orphaned Albertsons would have much less cash to spend on maintaining its shops maintained, a lot much less upgraded, and fewer to pay in wages and worker advantages.

The dividend, in different phrases, is a straitjacket.

It’s laborious to keep away from the impression that the $4-billion payout is a cynical cash seize by Albertsons’ insiders, who will successfully be cashing out even when the merger fails to occur. Calling it a part of a “long-term technique for progress,” as Hassi did in his letter to the attorneys basic, appears like some form of a joke.

It’s not particularly straightforward for an organization to spend money on progress when it has disadvantaged itself of $4 billion in capital and pumped up its debt merely to funnel mortgage proceeds to shareholders. Hassi acknowledged in his response to the attorneys basic that the advantage of the $4-billion dividend is that it “supplies near-term liquidity to all of its shareholders.”

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In an annual report Hassi quoted, Albertsons stated that its capital allocation technique aimed to steadiness “investing for the long run, strengthening our steadiness sheet and returns to shareholders.” Payouts to shareholders had been separate and distinct from investing for the long run. In different phrases, the $4 billion is a profit to Cerberus and its fellow funding corporations.

It hobbles, reasonably than empowers, Albertsons’ investing for the long run. Whether or not the merger takes place or not, Albertsons clients are going to really feel the results they usually received’t be fairly.

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Armed with venture capital, Skims and Kim Kardashian write their 'second chapter'

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Armed with venture capital, Skims and Kim Kardashian write their 'second chapter'

Kim Kardashian was already a successful celebrity businesswoman when she launched Skims five years ago.

But more often than not, she simply had attached her name to a string of existing companies: QuickTrim supplements, Carl’s Jr. salads, Skechers Shape-Ups, Sugar Factory confections, Midori liqueur, Silly Bandz bracelets, Beach Bunny swimwear, and so on.

“We did every product that you could imagine — from cupcake endorsements to a diet pill at the same time, to sneakers or things that I didn’t know enough about for them to be super-authentic to me,” the reality television star told The Times in 2019. “Like it all made sense a little bit, but it wasn’t my own brand.”

Skims, Kardashian’s homegrown apparel company built upon her famous curves and her love of body-cinching shapewear, was on brand — and, finally, her brand.

Kim Kardashian at a Skims pop-up at the Grove in 2021. The company pulled in nearly $1 billion in net sales last year and will open its first physical stores soon.

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(Skims)

Its first years were marked by explosive growth. The start-up is now a retail juggernaut with around $1 billion in net sales and Kardashian has become a savvy entrepreneur with an eye for spotting and setting trends. Skims has made a huge dent in the shapewear market previously dominated by Spanx while adding several new categories to its merchandise mix.

This year Skims is aggressively moving into its next phase, one that will see the Hollywood company enter the competitive bricks-and-mortar space for the first time.

Underscoring Skims’ growth is the heightened interest the retailer is drawing from investors. Last year it raised $330 million in venture capital funding, ranking it second among companies in the greater L.A. area and the only retail brand in the top 10, according to a recent analysis by CB Insights.

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That influx of cash was particularly notable given the tough investment climate locally: The region saw a steep decline in venture capital funding from 2021 to 2023, when the amount of investment dollars fell 74%, the analytics firm said.

Co-founded by Karadashian, who is chief creative officer, and Jens Grede, the company’s chief executive, Skims pulled in nearly $1 billion in net sales last year, according to Bloomberg, roughly double its 2022 total.

Kim Kardashian, center, in a Skims ad campaign starring Candice Swanepoel, Tyra Banks, Heidi Klum and Alessandra Ambrosio.

Kim Kardashian, center, in a Skims ad campaign starring Candice Swanepoel, Tyra Banks, Heidi Klum and Alessandra Ambrosio.

(Courtesy of Skims)

The company is reportedly eyeing an initial public offering this year. Kardashian and Grede declined to comment.

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What began as a collection of undergarments designed to give women a more flattering, contoured silhouette has swelled into a comprehensive apparel giant: There’s underwear, bras, swimwear, dresses, tees and tanks, loungewear and pajamas. Inclusive sexy-meets-cozy clothing is the hook, with merchandise available in a wide range of sizes and skin tones.

In October, Skims launched a menswear line and became the official underwear partner of the NBA, WNBA and USA Basketball. It sells some accessories and clothing for kids, and this year will open bricks-and-mortar stores in several cities including a flagship location in Los Angeles.

“Skims has evolved into becoming a brand that can provide comfort for all audiences, not just for women,” Kardashian, 43, said when announcing the menswear line.

Usher in Skims. The brand launched menswear in October.

Usher in Skims. The brand launched menswear in October.

(Courtesy of Skims)

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The company’s swift rise was undoubtedly fueled in part by Kardashian’s name and marketing prowess. She models the latest collections herself, posting glossy professional photos and casual at-home closet videos to her millions of social media followers, and has tapped her A-list friends to star in Skims ad campaigns including Lana Del Rey, Kate Moss, SZA, Cardi B, Sabrina Carpenter, Usher and Patrick Mahomes.

“Kim Kardashian’s visibility, I think, gives them a big leg up on marketing,” said Alex Lee, research editor at CB Insights, which compiled its data by analyzing companies in Los Angeles, Orange, Ventura, San Bernardino and Riverside counties.

But more than that, Lee said, Skims “is a really interesting example of the confluence of celebrity with technology and consumer trends.”

The rise of athleisure — stylish athletic clothing that can be worn at the gym or as everyday wear — was a game-changer in retail, said Simeon Siegel, managing director at BMO Capital Markets, who follows companies including Victoria’s Secret and Lululemon.

“That notion of comfort stretched to every possible category of apparel,” he said. “What we saw was a race among companies to figure out how to apply what Lulu revolutionized. Shapewear was a very logical category to go after with the new advancements in technology,” which includes improved fabrics and better fits.

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Skims at first sold its products online only through its website before expanding to retailers including Nordstrom and Saks Fifth Avenue and hosting occasional pop-ups. Its foray into physical stores “marks the second chapter” for the company, Grede said in an interview with Bloomberg last year, and its ambitions are high.

Kim and I can envision a future where years from today there’s a Skims store anywhere in the world you’d find an Apple store or a Nike store.

— Jens Grede, Skims co-founder and CEO

In the fourth quarter, Skims is scheduled to open a 5,000-square-foot store on the Sunset Strip in West Hollywood. The company also plans to open stores in other U.S. cities and then target major international markets.

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“Kim and I can envision a future where years from today there’s a Skims store anywhere in the world you’d find an Apple store or a Nike store,” Grede said.

Skims was most recently valued at $4 billion after a funding round last summer, a valuation that propelled Kardashian to sixth on Forbes’ list of the World’s Celebrity Billionaires 2024 with an estimated net worth of $1.7 billion.

“No one has cashed in on reality star fame more than Kim Kardashian, who has become a billionaire from her beauty and clothing brands,” the magazine said.

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Boeing Starliner launch delayed due to possibly faulty rocket valve

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Boeing Starliner launch delayed due to possibly faulty rocket valve

The launch of Boeing’s Starliner capsule to the International Space Station was scrubbed Monday evening due to a malfunctioning valve on the Atlas V rocket that would blast it into space. It was not immediately certain when it would be rescheduled.

The rocket is a reliable workhorse and is made by the United Launch Alliance, a joint venture of Boeing and Lockheed Martin. After years of delays in Boeing’s Starliner program, the launch with two astronauts aboard is considered crucial.

NASA said an oxygen relief valve on the rocket’s Centaur second stage was “buzzing,” or rapidly opening and closing, and would be closely examined to determine whether it needed to be replaced because of cycling too many times.

The space agency said the launch could be rescheduled as soon as Tuesday or possibly Friday or Saturday. NASA officials said that the crew was never in danger and that the launch might have proceeded if it were a satellite payload.

The decision to scrub the launch was made by NASA, Boeing and the United Launch Alliance.

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Boeing’s new Starliner capsule was scheduled to blast off with a crew last summer, but a problem was discovered with its parachute system and the use of flammable tape in the craft, a mile of which was removed. It had been just the most recent of several delays prior to Monday.

This week’s flight plan called for NASA astronauts Barry Wilmore and Sunita Williams to spend a minimum of eight days testing the docked Starliner before returning to Earth as soon as May 15.

Boeing’s capsule is intended to provide NASA with a second U.S. vehicle to reach the space station — along with SpaceX’s Crew Dragon capsule. A prior unmanned Starliner test flight last year docked with the station, but the first flight in 2019 failed to reach it.

The stakes are high for Boeing, which received a $4.2-billion contract from NASA in 2014 to service the International Space Station, while rival SpaceX of Hawthorne received a smaller $2.6-billion contract to also provide the service — and has already sent eight crews to the station.

Boeing is counting on the Starliner to be a success, given the company’s tarnished reputation after two crashes of its 737 Max 8 jets and a door plug that blew out of a 737 Max 9 flight this year on its way to Ontario International Airport in San Bernardino County. The company also had to absorb a reported $1.5 billion in Starliner cost overruns.

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NASA selected the companies to provide it with American launch services after having to rely on the Russian program since the space shuttle program ended in 2011.

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IMF chief Kristalina Georgieva calls U.S. debt load 'mind boggling'

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IMF chief Kristalina Georgieva calls U.S. debt load 'mind boggling'

International Monetary Fund Managing Director Kristalina Georgieva praised the strength of the U.S. economy but warned its current level of deficit spending was not sustainable and could crimp U.S. and global growth if it’s not brought under control, in remarks Monday at the Milken Institute Global Conference.

Servicing the U.S debt — now roughly $34 trillion — consumes more than 17% of federal revenue, compared to under 7% in 2015, Georgieva said in an interview that kicked off the annual conference at the Beverly Hilton, which draws thousands of businesspeople, investors and professionals from around the world.

“It cannot go like this forever, because the … burden on the U.S. is going to cripple spending that is necessary to make for servicing the debt. To pay 17-plus percent in debt service is just mind-boggling,” Georgieva said. “There is opportunity cost to this money … it doesn’t go to emerging markets where it can finance jobs and business opportunities for American companies.”

The IMF is composed of 190 member nations and is one of the leading global economic institutions, providing lending to economies in distress.

Georgieva said the U.S. needs to address its entitlement spending but said its economy is strong and remains a pillar of the world economy given its innovation, strong labor market and position as an energy exporter.

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She also said she did not believe that the trend toward deglobalization was leading to the disintegration of the global economy, but warned that trade sanctions and industrial policies taken by many nations will only lead to lower growth rates — with the primary question being how much.

“We are measuring that just trade restrictions can cause the world economy to lose between 0.2% and 7% of GDP,” she said, comparing the high-end figure to removing Japan and Germany from the world economy. “So it is really costly.”

However, calling herself an “eternal optimist,” Georgieva said she expected “policymakers to take a course correction when they see that where they are headed is, you know, falling off a cliff.”

She envisioned that this decade will see advanced economies like the U.S. do well, while others will stagnate and lower-income countries continue to fall behind.

“So very likely we will have a world in which some economies transform, some economies stagnate and some parts of the world are in perpetual turbulence,” she said.

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Milken Institute President Richard Ditizio introduced the IMF managing director, telling the audience that this year’s 27th annual conference, which ends Wednesday, will feature more than 200 sessions and more than 1,000 speakers.

The theme of this year’s conference is “Shaping a Shared Future,” a reference to finding common ground amid the complex issues that have arisen in the post-pandemic world, including war, the emergence of artificial intelligence and the need to create a sustainable economy amid climate change.

After the IMF managing director’s remarks, Brad Lightcap, chief operating officer of OpenAI, spoke about the San Francisco company’s artificial intelligence products — a technology that Georgieva said the world will need to rely on for growth and productivity gains.

Lightcap said that 92% of Fortune 500 companies are using the company’s ChatGPT enterprise product. He cited Moderna as an example of a business use: the Cambridge, Mass.-based maker of one of the leading COVID-19 vaccines is using the company’s AI for drug development. And the OpenAI chatbot of Swedish mobile-payments company Klarna is replacing the work of 700 customer support agents, he said.

However, Lightcap maintained that artificial intelligence will create job demand in areas that can’t be predicted, and that advancement of the technology is so rapid that in the next 12 months “the systems we use today will be like laughably bad.” He envisioned a not-distant future where “it’ll be foreign to anyone born today that you can’t talk to a computer the way you talk to a friend.”

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All public panels are being livestreamed on the institute’s website. Argentina President Javier Milei and Elon Musk are scheduled to speak later in the day.

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