Possible the Hudson Bay and Sycamore Partners #BBBY rumors were real as FTC/DOJ may want to see three potential divestiture buyers when examining M&A antitrust ramifications.
Specifically, this references potential divestiture remedies to gov’t competition concerns.
e.g. if you wholly control the BoD at Newell (which manufactures baby products via its Learning & Development segment), buying BBBY (and BABY by extension) starts looking “antitrusty”
If a #BBBY acquirer controls manufacturing, it could unfairly advantage Newell brands in its retail distribution to harm competition.
Historically, M&A parties look to remedy these concerns by divesting "problematic" businesses to appease regulators.
But the FTC is wary of acquirers who offload a business to someone they believe won't be a threat or be able to compete. The gov't wants to avoid being hoodwinked by monopolistic acquirers who are divesting only on the surface level.
The FTC *cares* who is on the receiving end of the divestiture. They would want to see operators with real plans for the business and experience succeeding in the relevant industry 👀
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Possible #BBBY M&A is heavily dependent on the FTC (and the requisite HSR consent).
As a result, it's important to understand the commission's make-up and attendant political implications.
With this background we can seek out circumstantial clues pointing to M&A activity.
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The FTC has 5 commissioners. The sitting US President nominates commissioners when a vacancy arises and the Senate approves nominations. Partisan effects are (theoretically) limited by statute; no more than 3 members from a single party may sit on the commission at one time.
Commissioners serve 7 year terms (unless they resign). Historically, it's *generally* the case that FTC commission Rs are more friendly to M&A than Ds. Assume Ds nominate Ds, Rs nominate Rs.
At the onset of the Biden term, the commission consisted of 3 Rs and 2 Ds (pic).