10/13/2025

Starboard Builds Stake in Keurig Dr Pepper After Unpopular Peet’s Deal

Financial Times (10/13/25) Barnes, Oliver; Pollard, Amelia; Fontanella-Khan, James

Starboard Value has built a stake in Keurig Dr Pepper (KDP) in the wake of its poorly received plan to acquire European coffee maker JDE Peet’s (JDEPF) for €15.7 billion, which pummeled the beverage group’s shares. The hedge fund began building a stake following August’s deal announcement and has been holding private negotiations with KDP’s management and board in recent weeks, according to people briefed on the matter. KDP’s shares have tumbled by more than 25% since it unveiled an all-cash acquisition of JDE Peet’s as well as announcing a plan to separate its coffee and soft drink operations, in effect reversing the 2018 merger that created Keurig Dr Pepper. There is no avenue for Starboard to push to stop the deal as there is not a shareholder vote. Shares in KDP were up by nearly 3% on Monday afternoon, giving the company a market value of $36 billion, following the report on Starboard’s stake. Investors had wanted KDP to carve out its coffee business to give it greater scale in the highly competitive sector, but some industry analysts highlighted how the biggest beneficiary of the deal was JAB Holdings, the investment firm that masterminded the merger that created KDP and was JDE Peet’s biggest shareholder. Instead of opting for a cash-and-stock deal or choosing to spin out the coffee business using a tax-free spin-off, known as a reverse Morris trust, KDP used a €16 billion bridge loan to finance an all-cash deal with a hefty premium, which will leave the company with a debt-to-earnings ratio of more than fivefold. JAB, which has been selling off chunks of its consumer-focused assets as it retreats from the sector, will retain a 5% stake in KDP’s coffee and beverage businesses after the break-up. It owns a 68% stake in JDE Peet’s. The exact size of Starboard’s stake in KDP and its demands of the company could not immediately be established. Starboard’s discussions with KDP had so far focused on improving execution and restoring investor confidence, rather than the threat of a public campaign, the people said. KDP has faced slowing sales in its coffee systems division and rising competition in ready-to-drink beverages. The company owns coffee brands Green Mountain Coffee Roasters as well as soft drinks brands Dr Pepper, Canada Dry, and Snapple. After the acquisition and split, the beverages business is expected to generate more than $11 billion in annual sales, while the coffee unit would contribute about $16 billion a year. JDE Peet’s owns more than 50 brands, including café chain Peet’s Coffee and retail coffee brands Douwe Egberts and Kenco.

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10/11/2025

Irenic Takes a Stake in Atkore, Urges Company to Consider a Sale

CNBC (10/11/25) Squire, Kenneth

Atkore (ATKORE) is a manufacturer of electrical products for construction and renovation markets, and safety and infrastructure products for the construction and industrial markets. The company’s segments include electrical and safety & infrastructure. The company has a stock market value of $2.09 billion ($61.97 per share). Irenic Capital Management, founded in October 2021 by Adam Katz, a former portfolio manager at Elliott Investment Management, and Andy Dodge, a former investment partner at Indaba Capital Management, has a 2.5% stake in Atkore. Irenic has thus far focused on strategic activism, recommending spinoffs and sales of businesses. On Sept. 30, Irenic announced its new stake in Atkore and that it is urging the company to pursue a potential sales process. The pandemic catalyzed a surge in construction and, in turn, the demand for Atkore’s electrical products that are essential in the wiring processes. As a result, the company got aggressive in pricing and, from fiscal year 2019 to 2022, revenue grew from $1.9 billion to $3.9 billion, and EBITDA grew alongside from $300 million to $1.3 billion. However, as we have seen with many companies, demand ultimately normalized after Covid and revenue stopped growing. To make matters worse, Atkore’s aggressive pricing strategy backfired, as it invited import competition into a market that had long been protected by high freight costs and distributor preference for local supply. By raising prices too sharply, they effectively undermined their own market position. As a result, revenue has declined to $2.9 billion and EBITDA to $462 million. Moreover, despite a $1 billion decrease in revenue, SG&A has increased, and the company’s headcount has risen over 40%. On top of this is a misallocation of capital. Instead of using Covid-era windfalls to invest into the core electric business, management has pursued non-core ventures such as water infrastructure and fiber conduit for rural broadband, many of which projects never materialized. Now, a company that once traded at the top of the market around $190 per share in early 2024, has fallen all the way down to around $60 per share; and amid this underperformance, in late August, CEO Bill Waltz unexpectedly announced his retirement without a successor in place. With no CEO, operational and capital challenges, and a poor market perception, Atkore is now at a critical inflection point where the board will have the biggest decision it will ever make that will determine the outcome for shareholders. Kenneth Squire, founder and president of 13D Monitor, notes that the most important thing a board does is identify and retain a CEO, and says Atkore is now at that point. However, when a company faces similar issues to Atkore and is on the precipice of a serious restructuring, the board needs to make one more decision before hiring a new CEO — whether the company should remain independent or not. We would expect that Irenic would want one or two new directors identified by them on the board to take part in this analysis and decision, likely independent directors with relevant experience. Atkore currently trades at approximately 6.5x EBITDA but offers clear cost cutting and divesture opportunities that private equity may be able to more effectively execute. Thus, it is fair to assume a takeout at multiple turns above the company’s current valuation, potentially 8 to 10 times EBITDA. If a review of strategic alternatives concludes that an acquisition would happen in that range, then the board would need to use that as the benchmark against a standalone plan. The first step in a standalone plan would be identifying the right CEO who would be tasked with realigning the company’s operational and capital focus with its core electrical business, divesting non-core assets, cutting costs, and implementing pricing discipline. There is definitely at least $100 million of costs that could be cut from SG&A, according to Squire, and the headwinds that caused the decline in revenue have now reversed, with pricing low enough to once again discourage importers even before the issuance of tariffs, which is a tailwind for Atkore. "But it is worth repeating that none of this is possible without the right CEO and it is important to have the best possible board to make that decision, and this board has given shareholders the right to be worried," Squire adds. "Currently, both the company's chairman and former CEO come from water industry backgrounds, likely contributing to the strategic shift away from the company's core. Moreover, Atkore recently announced a strategic review focused on non-core asset sales, including its water conduit business. While this might be the right decision, launching a strategic review without a permanent CEO seems rushed and poorly timed, and conducting such a review at this time without weighing the possibility of a full sale is even more perplexing. A refreshed board with directors who bring in relevant electrical industry expertise that can guide the CEO succession process, and the sale analysis would be an essential first step." Squire concludes by emphasizing Irenic's significant experience in strategic activism, identifying companies that are struggling in the public markets and helping implement spinoffs and sales of businesses. "The nomination window for directors opened on Oct. 2 and we do not think it is a coincidence that Irenic went public with their campaign the day prior to the nomination window opening. We expect that they will be talking to the company about board composition. Ideally, shareholders would benefit most with the addition of a couple of new independent directors with relevant experience and having Irenic as an active shareholder to support the board in its analysis."

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10/10/2025

PepsiCo Taps Walmart Executive as New CFO

Wall Street Journal (10/10/25) Williams, Jennifer; Hart, Connor

PepsiCo (PEP) is shaking up its finance chief ranks as the company looks to turn around slowing snack and soda sales and contends with an activist investor pushing for changes. Steve Schmitt, a Walmart (WMT) executive, will step in as chief financial officer on Nov. 10, succeeding PepsiCo insider Jamie Caulfield, who plans to retire after more than three decades at the company. Schmitt has served as finance chief of Walmart’s U.S. arm since 2021. Prior to joining the retail giant in 2016, he held several roles of increasing leadership during a decade-long tenure at Yum Brands (YUM), operator of KFC, Taco Bell and Pizza Hut. In his new role, Schmitt will join a leadership team tasked with turning around a struggling business while up against Elliott Investment Management. In recent years, PepsiCo has struggled to win back soda drinkers after ceding market share to rivals, while its food business—once an engine for growth—has stalled as inflation-weary shoppers cut back on snacks. PepsiCo’s sales have been down or roughly flat for six of the last eight quarters. Its difficulties have weighed on the company’s share price, which is down over 15% from a year ago. Elliott, which has built a roughly $4 billion stake in PepsiCo, is pushing the beverage and snacks giant to refranchise its bottling business and make other changes to boost its sagging share price.

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10/10/2025

Six Flags Leadership Exodus Continues with Executive Chairman’s Departure

Cleveland.com (10/10/25) Glaser, Susan

Selim Bassoul, the former Six Flags Entertainment (FUN) CEO who helped orchestrate the merger with Cedar Fair, is stepping down from his role as executive chairman of the company. It marks the second departure in the past three months of a top executive from the struggling amusement park company. Land & Buildings Investment Management, which has a 2% stake in the company, has been pressuring it to spin out or sell its real estate and make other changes that could boost the theme-park operator’s stock price. In August, Richard Zimmerman, the president and CEO of Six Flags, announced his departure after a disappointing second-quarter earnings report, which showed steep attendance and revenue losses. Zimmerman, who will step down at the end of the year, was president and CEO of Sandusky-based Cedar Fair, which merged with Six Flags last year. The merger, it’s safe to say, has been a major disappointment to investors. Since July 2024, when the merger was completed, the company’s stock price has dropped more than 64% to $20.55 as of noon Friday. Bassoul, who also will step down at the end of 2025, said in a statement that leading the Six Flags board through this period of transition has been rewarding. “Together, we built a stronger, more innovative company – one that successfully completed the industry’s largest merger, expanded its growth opportunities, and refined the guest experience through technology and creativity,” he said. Bassoul will continue to work for the company as a consultant next year to help with Six Flags Qiddiya City in Saudi Arabia, the company’s first park outside North America, which is expected to open later this year. Also on Friday, Six Flags announced that long-time board member Daniel J. Hanrahan will step down at the end of the year. Replacing Bassoul as non-executive chair of the board will be Marilyn Spiegel, a board member since 2023 and a long-time leader in the hospitality and gaming industry. Spiegel is the former president of Wynn Las Vegas and also served as president of several Harrah’s Entertainment properties in Las Vegas, including Bally’s, Paris Las Vegas and Planet Hollywood. In a statement, Spiegel said the board is “focused on delivering exceptional guest experiences and operating parks as efficiently as possible.” She also noted that the process to replace Zimmerman “is underway and we are excited for Six Flags to achieve its full potential in the years ahead.”

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10/10/2025

Dye & Durham Stock Hits Record Low After Credit Agency Downgrades

Toronto Globe and Mail (10/10/25) Silcoff, Sean

Dye & Durham Ltd. (DYNDF) stock hit an all-time low Friday after S&P Global Ratings and Moody’s Ratings cut their credit ratings on the real estate software company, citing its high debt, rising costs and weak earnings in a subdued Canadian residential housing market. Both agencies also flagged concerns about Toronto-based D&D’s continuing leadership and governance issues following consecutive costly shareholder activist campaigns. “Governance is a key driver of the rating action, which is influenced by management turnover, ongoing shareholder activism, delayed filing of fiscal 2025 financial statements” plus an investigation by the Competition Bureau into alleged anti-competitive behavior, Moody’s said Thursday as it cut D&D’s rating by a notch, to B3 from B2. Moody’s increased its “probability of default” rating and downgraded D&D’s liquidity rating, meaning it believes the company has adequate liquidity but depends upon external financing or possible debt relief. “Ongoing distractions to the board and management have limited the company’s ability” to win clients, expand earnings and reduce debt, Moody’s said. The stock closed at a record low of $6.72 on Friday, down 8.6% on the day, and 70% off its one-year high from last December. The company went public at $7.50 a share in July 2020, and peaked above $50 in early 2021. S&P cut its rating to B- from B after D&D’s debt-to-operating-earnings ratio worsened to 7.6-times in March. It blamed D&D’s lower earnings on scant revenue growth and higher costs, which included separation pay to former chief executive officer Matt Proud and proxy-related costs due to the activist campaign that led to the board’s replacement last year. S&P said that even when D&D completes a just-announced sale of a British business for $146-million and pays down debt with the proceeds, its ability to deleverage will be uncertain. D&D enacted a poison pill Wednesday to prevent a “creeping” takeover after Mr. Proud offered to buy the company for $10.25 a share in a deal backed by his brother, ex-chairman Tyler Proud, and past director Ronnie Wahi. Matt Proud left last December in the latter stages of a campaign led by Engine Capital LP to overhaul the board – only to then launch his own activist campaign. D&D agreed in July to appoint a nominee of Mr. Proud’s to the board and launch a strategic review. Tyler Proud and Mr. Wahi have also called for board changes. In an interview, Matt Proud blamed the new regime for the rating cuts, noting D&D has had several CEOs and chief financial officers. “There has been a lot of mismanagement,” he said. “You’re watching earnings implode, which puts the company in a very precarious situation. “The company was in much better shape a year ago,” he added. “They’re not doing the blocking and tackling. They’re spending a lot and not getting return on their investment.” But David Barr, CEO of PenderFund Capital Management, blamed the downgrades on how D&D was managed under Mr. Proud, including a debt-fueled acquisition spree and aggressive price hikes that angered customers. He cited the real estate market slowdown, which reduced demand for D&D’s software used to process deals, and blamed its delay in filing annual financial statements on the former regime for not writing down goodwill “when it should have.” D&D spokeswoman Amy Freedman said the company, now led by George Tsivin, “is focused on addressing a plethora of legacy issues,” product innovation and “charting a clear path to responsible deleveraging.” D&D had faced mounting criticisms from shareholders, including PenderFund, about its management, governance and deal-making even before Engine’s campaign, which resulted in Mr. Proud’s departure and the board overhaul. Mr. Barr said a downgrade “is never good but the new regime is doing the right things to fix the balance sheet.”

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10/9/2025

Upper Crust Owner Launches £100m Share Buyback amid Takeover Rumors

The Grocer (10/09/25) Holmes, Harry

Upper Crust owner SSP Group (SSPG) has launched a £100 million share buyback program as it looks to respond to attempts by an activist investor to sell the business to private equity. Irenic Capital Management, an activist hedge fund that owns about 3% of SSP, has shared materials with private equity groups encouraging them to launch a takeover bid for the food-to-go operator. SSP’s share price is down 8% since the start of the year, largely due to weaker-than-expected sales performance driven by a slowdown in global travel. The £100 million share buyback program announced on Wednesday is an attempt to boost its share price and has been enabled by “strong cash generation in the second half” and confidence in next year’s outlook, said CEO Patrick Coveney. SSP’s revenue rose 8% to £3.7 billion in the year to 30 September, in line with forecasts. Its operating profit rose 11% to £230 million due to an increase in margin. “While our strategy for enhanced financial returns is starting to deliver, we remain focused on strengthening performance across the group,” said Coveney. “While we have made good progress with many of the initiatives that we have underway, more still needs to be done.” Irenic has been pushing the company to boost its profit margin after taking a hit through the pandemic. SSP said its operating margin rose to 6.2% last year. SSP could be valued at a 50% premium to its market value in a potential deal, Irenic said. Revenue in the final quarter of the year was up 4%, with growth in Asia, North America, and the UK offset by lower sales in Continental Europe. “We have delivered a resilient Q4 performance against an unsettled macro-economic and softer demand environment in some of our key travel markets,” Coveney added.

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10/9/2025

PepsiCo Urgently Overhauling Portfolio Under Activist Pressure

Bloomberg (10/09/25) Peterson, Kristina

PepsiCo Inc. (PEP) said it is working to cut costs and overhaul its portfolio to meet consumers’ shifting tastes, while it engages in discussions with Elliott Investment Management. PepsiCo Chief Executive Officer Ramon Laguarta said on a call with analysts Thursday morning that executives from Pepsi and Elliott had so far met a couple of times and had constructive discussions, but that there were still “a few areas where we need to probably educate each other a bit more.” Laguarta said he expected to have more discussions with Elliott in the upcoming months and weeks. He said PepsiCo is already moving swiftly to reduce costs and overhaul its portfolio of products to meet consumers’ preferences for higher-protein options and “clean labels” with shorter ingredient lists. PepsiCo has been under increasing pressure since Elliott took a roughly $4 billion stake and called on it to review and streamline its snack portfolio. “We’re looking at portfolio transition with a sense of urgency,” Laguarta said in on the call with analysts, saying the company was both creating new products internally and continuing to look for new acquisitions. The food and beverage company said Thursday that it saw 2% growth in its North American beverage unit in the third quarter, its strongest growth in nearly two years. Barclays analyst Lauren Lieberman said a 4% drop in volume in North American food sales was “disappointing,” given that it was the “greatest watch point for investors.” The company said that for 2025, it continues to expect organic revenue growth in the low single digits and that core constant currency earnings are expected to be roughly even with the prior year. Shares of PepsiCo were little changed in New York on Thursday. The stock had fallen almost 9% this year as of Wednesday’s close, compared with a 15% increase in the S&P 500 index. The company pointed to growth in its trademark Pepsi beverage in the third quarter, driven by growth in its zero sugar variety, as well as Poppi, a soda it acquired earlier this year that is marketed as a healthier option. In the U.S., the company sold more Pepsi, Laguarta said. PepsiCo also sees an opportunity in its enhanced water business, including products like Propel, which contains added electrolytes. PepsiCo said in prepared remarks Thursday that it has been cutting the number of its individual products to “reduce supply chain complexity” and will continue to drive that number lower. The company also said it has accelerated its cost-reduction efforts and that it expects more headcount reductions in its Frito-Lay U.S. business before the end of the year. Meanwhile, PepsiCo is also trying to adapt to shifting consumer tastes away from the processed foods that have long been its mainstay by rolling out more naturally-colored products and foods higher in protein and fiber. “I think fiber will be the next protein,” Laguarta said in on the call with analysts. PepsiCo plans to roll out higher-fiber options from brands including Quaker, SunChips, PopCorners, and Smartfood. The company said in prepared remarks that it is introducing new versions of Doritos and Cheetos “NKD” without artificial colors or flavors, and is overhauling its Lay’s potato chips. Pepsi emphasized its new higher-protein offerings, including Doritos Protein and meat snacks. The company also said Thursday morning that Jamie Caulfield, its current chief financial officer, would be retiring and that Steve Schmitt would become executive vice president and chief financial officer on Nov. 10. Darren Walker also will retire from the board, effective Nov. 19.

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10/8/2025

Norfolk Southern Bounces Back Under CEO Mark George

Trains (10/08/25) Stephens, Bill

No matter how you look at it, Mark George had an eventful first year at the helm of Norfolk Southern (NSC) — even setting aside the historic deal to create the first transcontinental railroad through a merger with Union Pacific. George was named chief executive on Sept. 11, 2024, after CEO Alan Shaw was dismissed due to an inappropriate relationship with the railroad’s chief legal officer. George, who had spent five years as chief financial officer, inherited a railroad that had been in turmoil since the Feb. 3, 2023, derailment and hazardous materials release in East Palestine, Ohio. The disastrous wreck — and a subsequent string of derailments — put a harsh spotlight on NS. East Palestine ultimately took a financial toll of more than $1 billion, while the cleanup process created a bottleneck on the railroad’s busiest corridor. Imposition of new train-marshalling rules further congested the merchandise network. The financial and reputational hits from East Palestine attracted activist investor Ancora Holdings, which sought to gain control of the NS board and oust Shaw during a proxy fight. Shareholders delivered a split verdict in May 2024. They spared Shaw. But they put only three of Ancora's preferred candidates on the board, short of the majority needed for control. In July, the Justice Department sued NS over its handling of Amtrak's Crescent. It was the first right of preference lawsuit filed since 1979. And then came the September bombshell: The board was investigating Shaw for inappropriate conduct. He was dismissed three days later. “Everybody was fatigued from what had been seen as a little bit of chaos,” George said in a recent interview from the railroad's Atlanta headquarters. In the weeks that followed the change in leadership, George was a calming presence who also aimed to rally the troops. “We wanted to return back to some level of normalcy in the way we run the operation and the business. But at the same time, step it up a level,” he says. “I've always felt since I joined that the railroad needed a turbo boost of care and excellence — breaking out of … the utility mindset which plagued our industry for a long time.” Railroads, he says, needs to be more customer-oriented and have higher standards of excellence. In short order, George built a new C-suite, including tapping long-time NS officials to fill the vacant chief financial officer and chief legal officer positions. Also on the agenda: Creating consensus on a board with new members. On Nov. 14, NS put Ancora in the rearview mirror after reaching a deal with the Ohio-based activist investor. Ancora dropped plans to wage another proxy battle. NS agreed to expand the board by one member. Meanwhile, NS had to make good on the promises it made during the proxy battle about improving operations, reducing costs, boosting profits, and regaining traffic. Operationally, Norfolk Southern's trains are moving faster and cars are spending less time in yards. Safety has improved, too, with derailments and injuries down significantly. In 2024, volume was up 5%, revenue was flat, expenses fell 3%, and operating income grew 5%, all adjusted for the ongoing impact of East Palestine costs. With a full-year adjusted operating ratio improving 1.6 points to 65.8%, NS slightly exceeded its 66% target. In the first half of 2025, volume was up 2%, revenue was up 1%, and expenses declined 20%. The operating ratio, adjusted for East Palestine costs, improved 1.7 points to 63.4%. “I'm really proud of the progress we have made on the things we can control,” George says. “Service levels are really good. The network is running well, and we're demonstrating tremendous resiliency after setbacks from things like weather, hurricanes, and a really brutal winter.” NS in July boosted its annual cost reduction target to $175 million while throttling back its operating ratio goal to a 1- to 1.5-point improvement. It also reduced its revenue goal to 2% to 3% growth, down from 3%. Revenue is falling short of expectations amid a stubborn freight recession in its fourth year. And that has slowed operating-ratio improvement, too. “Right now, we're dealing with a revenue problem. All the roads are dealing with a shortfall in revenue compared to expectations,” George says. “So the O.R. — which is the ultimate measure — isn't having the same trajectory that we hoped, because we were expecting revenue would cover some of the inflation … in our cost structure.” NS continues to cut costs, become more efficient, and used attrition to reduce employment levels. The railroad is on a pace to deliver a 2024 promise of $550 million in cost savings a year ahead of schedule. “We're doing what we can right now on the controllable side to right-size without undercutting our ability to handle growth when it does finally come,” George says. “Because it's inevitable, it will come — especially in a new combined scenario. So we've got to be very careful with what we do.” George credits Chief Operating Officer John Orr and his team for the operational makeover. Orr was brought in during the proxy battle to prove to investors that NS was serious about fully adopting the Precision Scheduled Railroad operating model. “We've got some really strong operational people that we brought in from the outside, and some sponges on the inside that are learning, and absorbing, and implementing lessons,” George says. “So that mix of internal talent and external wisdom coming in — we're putting it into practice and delivering really good results for our customers in terms of the operating performance while at the same time taking out a lot of costs.” Orr & Co. have brought stability to a railroad that essentially had five chief operating officers in five years and has struggled to keep its operations out of the ditch. “There's been a lot of turmoil, admittedly, with different operating philosophies,” George says. Since 2014, no Class I railroad has experienced bouts of congestion more often than Norfolk Southern, says Rick Paterson, an analyst at Loop Capital Markets who closely follows railroad performance metrics. But Paterson called the all-clear during a presentation at RailTrends in November 2024. “Norfolk Southern is back,” Paterson said, noting that its service levels held up despite a spike in intermodal volume and that the railroad bounced back quickly after Hurricane Helene. NS is still maintaining its operational traction. And George says this time the railroad will be able to sustain its service levels over the long term. “We had a problem: We got our service levels up a couple of times to good levels, but we couldn't do it efficiently. It was costing us too much money. And we were using a lot of Band-Aids and duct tape to run the railroad,” George says. “Now we're doing it wiser, and smarter, and more efficiently, and more productively. You've seen our cost profile come down.”

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