Business

Tapestry and Capri have mutually agreed to call of their merger.
The parent companies behind Coach and Michael Kors saw their proposed merger blocked by the Federal Trade Commission.
In October, Tapestry said it would appeal the ruling.

Pedestrians walk past a Michael Kors store on August 10, 2023 in Chicago, Illinois. 
Scott Olson | Getty Images

Capri and Tapestry called off their merger on Thursday after the Federal Trade Commission successfully sued to block the megadeal.
The two U.S.-based luxury houses “mutually agreed” that terminating the merger was in their best interests as they were unlikely to get regulatory approval before the deal was set to expire in February, according to a news release.

“With the termination of the merger agreement, we are now focusing on the future of Capri and our three iconic luxury houses,” Capri CEO John Idol said in a statement. “Looking ahead, I remain confident in Capri’s long-term growth potential for numerous reasons.”
The $8.5 billion acquisition, originally announced in August 2023, would have married America’s two largest luxury houses and put six fashion brands under one company: Tapestry’s Coach, Kate Spade and Stuart Weitzman with Capri’s Versace, Jimmy Choo and Michael Kors. 
In April, the FTC sued to block the deal, saying the tie-up would disadvantage consumers and reduce benefits for the companies’ employees. Last month, a federal judge ruled in the FTC’s favor and granted its motion for a preliminary injunction to block the proposed merger.
At the time, Tapestry said it would appeal the ruling.
In its own news release Thursday, Tapestry said it doesn’t need Capri to continue growing and will use the cash it’s freed up to fund an additional $2 billion share repurchase authorization.

“We have always had multiple paths to growth and our decision today clarifies the forward strategy. Building on our successful first quarter, we will move with speed and boldness to accelerate growth for our organic business,” CEO Joanne Crevoiserat said in a statement.
Tapestry plans to fund the stock repurchase through a combination of cash on hand and debt. 
The company said Thursday “there is no break fee associated with the transaction,” but under the terms of the merger agreement, Tapestry had agreed to pay Capri for its expenses if the deal failed to earn regulatory approval. Tapestry said it will reimburse Capri around $45 million.

Jimmy Choo, Michael Kors, and Versace stores on Rodeo Drive in Beverly Hills, California, US, on Thursday, April 18, 2024. 
Eric Thayer | Bloomberg | Getty Images

Recently, Wall Street analysts had begun to sour on the merger, saying Tapestry was poised to overpay for Capri considering the lengthy approval process and how much Capri’s business had declined.
In the initial aftermath of the judge’s ruling, shares of Capri plunged around 50% while Tapestry’s stock surged about 10%. On Thursday, Tapestry shares were more than 7% higher in premarket trading while Capri’s were down around more than 5%.
Capri is slated to have a call with analysts at 11 a.m. ET to discuss the decision and its strategies to return to growth and fix its most important brand, Michael Kors, which has been grappling with a long decline in sales.
“Given our Company’s performance over the past 18 months, we have recently started to implement a number of strategic initiatives to return our luxury houses to growth,” Idol said in a news release. “Across Versace, Jimmy Choo and Michael Kors, we are focused on brand desirability through exciting communication, compelling product and omni-channel consumer experience. While our strategies are tailored uniquely for each brand, our overarching goals are similar.”

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Disney reported its fiscal fourth-quarter earnings Thursday.
Revenue for the entertainment segment – which includes the traditional TV networks,  direct-to-consumer streaming and films – increased 14% year over year.
Revenue for Disney’s sports segment, made up primarily of ESPN, was flat.

A statue of Walt Disney and Mickey Mouse stands in a garden in front of Cinderella’s Castle at the Magic Kingdom Park at Walt Disney World on May 31, 2024, in Orlando, Florida.
Gary Hershorn | Corbis News | Getty Images

Disney reported its fiscal fourth-quarter earnings Thursday, narrowly beating analyst estimates as streaming growth helped propel its entertainment segment. 
Here is what Disney reported compared with what Wall Street expected, according to LSEG

Earnings per share: $1.14 adjusted vs. $1.10 expected
Revenue: $22.57 billion vs. $22.45 billion expected

Disney’s net income increased to $460 million, or 25 cents per share, from $264 million, or 14 cents per share, during the same quarter last year. Adjusting for one-time items, including restructuring and impairment charges, Disney reported earnings per share of $1.14. 
Total segment operating income increased 23% to $3.66 billion compared with the same period in 2023.  
Revenue for the entertainment segment – which includes the traditional TV networks,  direct-to-consumer streaming and films – increased 14% year over year to $10.83 billion after a hot summer at the box office.
Disney Pixar’s “Inside Out 2” became the highest-grossing animated movie of all time this summer, surpassing Disney’s “Frozen II” at the box office. Meanwhile, its “Deadpool & Wolverine” became the highest-grossing R-rated film of all time, surpassing Warner Bros. Discovery’s “Joker.”
The films added $316 million of profit for the entertainment segment during the quarter. Overall, the entertainment segment reported nearly $1.1 billion in profit.

Revenue for Disney’s sports segment, made up primarily of ESPN, was flat. ESPN’s profit fell 6% due in part to higher programming costs associated with U.S. college football rights as well as fewer customers in the cable bundle. 
Disney’s combined streaming business, which includes Disney+, Hulu and ESPN+, saw profitability improve during the quarter after turning its first profit during the fiscal third quarter, three months earlier than expected. The division reported an operating income of $321 million for the September period compared with a loss of $387 million during the same period last year. 
Disney joined its peers, including Warner Bros. Discovery, Netflix, Comcast and Paramount Global in adding streaming subscribers during the most recent quarter. 
Disney+ Core subscribers – which excludes Disney+ Hotstar in India and other countries in the region – grew by 4.4 million, or 4%, to 122.7 million. Hulu subscribers grew 2% to 52 million. 
Average revenue per user for domestic Disney+ customers dropped from $7.74 to $7.70, as the company had a higher mix of customers on its cheaper, ad-supported tier and wholesale offerings. 
Meanwhile the company’s traditional TV networks business continued to decline as consumers leave pay TV bundles behind in favor of streaming. Revenue for the networks was down 6% to $2.46 billion. Profit for the segment sank 38% to $498 million. 
The experiences segment, which includes Disney’s theme parks as well as consumer products, saw revenue grow 1% to $8.24 billion. 
The domestic parks’ operating income rose 5% to $847 million, helped by higher guest spending at the parks and cruise lines. 
Operating income at the international parks, however, fell 32% due to a decline in attendance and in guest spending as well as increased costs. 
The company said Thursday it’s “confident in the long-term prospects for the business,” and provided an outlook that includes its fiscal 2025, 2026 and 2027.
Disney expects a “modest decline” in Disney+ Core subscribers during the fiscal first quarter of 2025 compared with the prior quarter.
Full-year profit in the entertainment streaming business, which excludes ESPN+, is expected to see an increase of roughly $875 million compared to the prior fiscal year and to increase by a double digit percentage in its fiscal 2026.
Disney also anticipates double-digit percentage growth in fiscal 2025 for its entertainment segment.
The experience segment, however, is expected to see just 6% to 8% profit growth in the coming fiscal year compared to the prior year. Disney noted the fiscal first quarter will see a $130 million hit due to the impact of Hurricanes Helene and Milton, as well as a $90 million impact from Disney Cruise Line pre-launch costs.
During Disney’s fiscal 2025, the company expects high-single digit adjusted earnings growth compared to the prior fiscal year. The company expects double digit adjusted EPS growth in both fiscal 2026 and 2027.
This story is developing. Please check back for updates. More

Diamond Sports reached a deal with Amazon’s Prime Video that will see its 16 regional sports networks offered on the streaming platform.
The newly rebranded FanDuel Sports Network will be available as an add-on subscription for Prime customers living within the team’s designated geographic area.
This marks the latest development for Diamond Sports as it looks have its reorganization plan approved in court and exit bankruptcy.

Sopa Images | Lightrocket | Getty Images

Diamond Sports reached a deal with Amazon’s Prime Video that will allow its 16 regional sports networks to be made available on the streaming platform.
As part of the deal, Diamond’s networks will be made available as an add-on subscription to Prime customers living within each team’s designated geographic area. Further details, such as pricing, will be announced at a later date. Financial terms of the multiyear agreement were not disclosed.

The agreement is not exclusive, meaning Diamond can still pursue streaming rights deals with other partners, according to a person familiar with the matter. The company’s previously launched FanDuel Sports Network streaming options will still be available.
This marks the latest development for Diamond Sports as it looks to exit bankruptcy protection with a revamped business model.
In October, Diamond inked a naming rights deal with Flutter-owned FanDuel, rebranding its networks from Bally Sports to FanDuel Sports Network. The name change took place immediately during the National Hockey League season and ahead of the start of the 2024-25 National Basketball Association season.
Earlier this week, Diamond also announced it would offer games on an a la carte basis at $6.99 per game beginning Dec. 5, which will not require a subscription. Both Prime Video and the FanDuel Sports Network app will offer the single games, according to the person familiar with the offering.
On Thursday, Diamond will seek court approval for its reorganization plan, which has drawn criticism from Major League Baseball and the Atlanta Braves, who question the company’s future viability under the plan.

Both the league and the Braves had requested further clarity on what the partnership with Amazon, which at the time was not solidified, would entail.
Diamond sought bankruptcy protection last year, toppled by a heavy debt load and the effect of cord-cutting on its networks as consumers opt out of cable TV bundles for streaming services.
Diamond has also inked deals with the NBA and NHL for TV and streaming rights for their teams. It has been negotiating with MLB teams on an individual basis.
Various regional sports networks, including the New York Yankees’ YES Network, have launched streaming options in recent years. Amazon’s Prime Video already airs a selection of Yankees games each season since it is a stakeholder in the YES Network.
Pricing has been on the higher end of the scale, as the networks have been careful when it comes to pricing their streaming options so as not to further disrupt the cable TV model and breach contracts with distributors. These contracts have long helped support the billions of dollars in fees that the networks pay professional sports teams to air games.

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VW increased its planned investment for a joint venture with EV startup Rivian to $5.8 billion as the companies have broader aspirations than initially announced for the operations.
VW’s capital to Rivian isn’t guaranteed, and neither is the success of the joint venture. Major automotive tie-ups don’t necessarily result in long-term successes.
Rivian is receiving $2.3 billion this year, followed by up to $3.5 billion by late 2027 or early 2028, based on negotiated milestones

Workers assemble second-generation R1 vehicles at electric auto maker Rivian’s manufacturing facility in Normal, Illinois, U.S. June 21, 2024. 
Joel Angel Juarez | Reuters

DETROIT — Volkswagen Group increased its planned investment for a joint venture with electric vehicle startup Rivian Automotive to $5.8 billion as the companies have broader aspirations than they initially announced for the team-up.
Investors were impressed with the details of the deal, sending shares of Rivian up 13% in trading Wednesday.

The joint venture will provide VW with next-generation electrical architecture and software for EVs across the German automaker’s brands, while giving Rivian a needed influx of capital as well as the potential for new opportunities for future revenue and income growth.
The capital is expected to carry Rivian through the production ramp-up of its smaller R2 SUVs at its plant in Normal, Illinois, starting in 2026, as well as production of the midsize EV platform at a plant in Georgia, where Rivian paused construction earlier this year.
The companies said they expect roughly 1,000 people to work for the joint venture.
But VW’s capital to Rivian isn’t guaranteed, and neither is the success of the deal. The EV maker will have to meet some goals first.
The automotive industry has seen a number of major mergers and joint ventures that don’t result in long-term successes. Many fall apart before producing significant results.

Both VW and Rivian have experienced such failures with Ford Motor in recent years. Rivian and the Detroit automaker canceled plans to codevelop EVs two years after Ford took a 12% stake in the startup in 2019. Around that time, VW also announced a $2.6 billion deal with Ford for autonomous vehicles that didn’t pan out.
Volkswagen also is going through a restructuring that could impact the automaker’s future plans, including implementing widespread cuts and layoffs amid falling sales and profits.
Both VW and Rivian have high expectations for the joint venture, which will be named Rivian and VW Group Technology LLC.
VW’s investment will be distributed to Rivian though various forms, including convertible notes, equity and debt. Rivian is receiving $2.3 billion this year, followed by up to $3.5 billion by late 2027 or early 2028, based on negotiated milestones, which are detailed below.

2024: $2.3 billion

Rivian received $1 billion in June upon announcing the deal. That came in the form of a convertible note, which is expected to be converted to Rivian equity on Dec. 1.
Of the $1 billion, $500 million will convert at a share price of $10.84. The other $500 million will convert based on the stock’s 45-day volume-weighted average price, or VWAP, ahead of the time of conversion.
Rivian is set to receive $1.3 billion in cash this week following the close of the deal and formation of the joint venture, including “consideration for background [intellectual property] licenses and a 50% equity stake in the joint venture.”

2025: $1 billion

Rivian will receive $1 billion of investment in the form of equity at a 33% premium to the 30-day VWAP at the time of issuance if it reaches either two nonconsecutive quarters of $50 million of gross profit or two consecutive quarters of gross profit. This will not occur any earlier than June, according to the companies.
Rivian has five years to achieve the milestone, which will be measured by its GAAP versus profit and excludes any impacts the joint venture has on Rivian’s financials.
Rivian CFO Claire McDonough said the company will update the expected financial impacts of the joint venture when it releases its fourth-quarter results next year.

2026: $2 billion, including loan

Rivian will receive $1 billion of equity based on successfully testing the joint venture’s technology in winter testing in one or more vehicles. The equity investment will be determined by the 30-day VWAP leading up to investment.
Rivian also has the option to draw a $1 billion loan in October 2026, which would be backed by its equity stake in the joint venture.
The loan would need to be prepaid over a 10-year period, but it will not require principal repayment until 2029. The interest rate of the loan will be equal to VW’s cost of debt on a seven-year maturity, plus 25 basis points.

2027/early 2028: $460 million

Rivian will receive $460 million of equity for the first production of a saleable VW vehicle using the joint venture’s technology.
The equity investment will be priced at an 84% premium to a 30-day VWAP leading up to milestone.
VW Group CEO Oliver Blume during a news conference Tuesday said the German automaker expects to use Rivian’s technologies across a wide range of price points, international markets and brands.

Other details

Through 2028, Volkswagen said it will fund 75% of the shared platform costs within the joint venture, with Rivian funding 25%.
Starting in 2029, VW will fund an incremental $100 million per year of the joint venture’s shared costs, which will reduce Rivian’s shared costs.
Additionally, Rivian anticipates a material cost savings from sourcing shared parts such as electronic control units from suppliers.

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A Beverly Hills surgeon is suing Medtronic claiming patent infringement of her hernia repair mesh product.
It’s the latest in a series of patent challenges against Medtronic.
In a statement to CNBC, a spokesperson for Medtronic said the company “has a long history of respecting the intellectual property rights of other innovators.”

Michael Siluk | Education Images | Universal Images Group | Getty Images

Dr. Shirin Towfigh thought she had designed a medical device that would revolutionize hernia care for women. Now, Towfigh is suing Medtronic, a global leader in medical devices, accusing the company of stealing her patented design. 
A Beverly Hills surgeon with over 22 years of experience, Towfigh says she discovered that a significant number of her hernia patients experiencing post-surgery complications were women — and that most mesh designs on the market were primarily tailored to the male anatomy.

In 2016, she filed for an international patent to protect a new design aimed at improving outcomes for patients.
In a lawsuit filed in U.S. District Court in Delaware on Tuesday, the latest in a series of patent challenges against Medtronic, Towfigh accuses the medical device company of stealing her design after the parties met in 2015 and signed a mutual non-disclosure agreement. In 2016, Towfigh says she visited Medtronic’s manufacturing site in France to discuss a potential collaboration and her patent-pending product.
In May 2017, Medtronic filed its own hernia mesh patent for a product that Towfigh says closely resembles her design.  
“I expected a publicly traded company to have a more ethical approach about it, and that’s not what I experienced,” Towfigh said in an interview with CNBC.  

Arrows pointing outwards

Towfigh’s patented mesh designs.
U.S. District Court in Delaware

Towfigh is suing for damages of an undetermined amount.

A spokesperson for Medtronic said in a statement to CNBC that the company is reviewing Towfigh’s complaint.
“Medtronic believes in its innovation and has a long history of respecting the intellectual property rights of other innovators,” the spokesperson wrote.
Towfigh says she followed up multiple times with Medtronic over the course of several years but made little progress. In a 2019 email exchange cited in the lawsuit, Towfigh expressed concern that Medtronic’s new mesh design “so exactly mirrored” her pending patent. A company representative responded to Towfigh saying Medtronic was “not going in the path of what you described to us in your patent.”
Towfigh says upon raising her concerns further, Medtronic offered her a job as chief medical officer of the company’s hernia division, which she declined.
In 2020, a local Medtronic sales representative approached her with a pre-market sample of the company’s new hernia mesh product. Towfigh described the product as nearly identical to her own patent-pending design. 
“I couldn’t speak,” Towfigh told CNBC. “I saw the actual product in my hands for the very first time and I just went pale.” 

The pre-market sample of Medtronic’s hernia mesh product.
Source: U.S. District Court in Delaware

In October 2019, Towfigh’s international patent was approved. In May 2020, Medtronic launched its new hernia mesh product, Dextile.
The lawsuit is not the first time Medtronic has faced allegations of patent infringement. In 2014, the company was sued by Dr. Mark Barry, alleging that Medtronic violated two of his patents intended to correct spinal issues. A federal judge found that Medtronic “recklessly copied” Barry’s technology and awarded him $23.5 million. 
The same year, Medtronic agreed to pay more than $1 billion to settle patent litigation with Edwards Lifesciences over allegations that Medtronic’s CoreValve product infringed on its transcatheter heart valve patent. 
Most recently, in 2020, Colibri Heart Valve sued Medtronic, alleging the company’s devices violated its patent related to heart valve replacement for patients with cardiac conditions. Medtronic was ordered to pay $106.5 million. 
— CNBC’s Scott Zamost and Agne Tolockaite contributed to this report. More

Exceptionally strong housing demand in the U.S. has large homebuilders in the driver’s seat and smaller builders ripe for takeover.
The surge is the result of still-growing housing demand that reignited at the start of the pandemic thanks to record low mortgage rates and sudden new migration.
Margaret Whelan, founder of Whelan Advisory and one of the biggest investment bankers in the builder space, said half of the deals she has done this year are with Japanese buyers.

Exceptionally strong housing demand in the U.S. has large homebuilders in the driver’s seat and smaller builders ripe for takeover. The buyers are both domestic and Japanese.
M&A activity in the single-family homebuilder space is having a record year in terms of dollar volume, and close to a record in the number of deals, according to Margaret Whelan, founder of Whelan Advisory and one of the biggest investment bankers in the builder space.  

“The big guys want to get bigger. They want to get into more markets, more price points, more types of product, and as they’re doing that, they’re finding the most efficient way is through acquisitions,” she said.
There have been a total of 19 homebuilder deals so far this year. Whelan says she alone has four more set to close by year end, and there could be more from others. The average number of deals across the industry over the last five years was 12 per year.
The surge is the result of still-growing housing demand that reignited at the start of the pandemic thanks to record low mortgage rates and sudden new migration. But mortgage rates also caused a historic housing shortage.
Homes were flying off the shelves in the first two years of the pandemic, when rates were low, but when interest rates rose, homeowners stopped selling so they wouldn’t have to trade a low mortgage rate for a higher one. That dynamic, sometimes called the mortgage rate lock-in effect, has exacerbated the housing shortage.

Construction of a KB Home single family housing development is shown in Menifee, California, U.S., September 4, 2024. 
Mike Blake | Reuters

The nation’s large homebuilders benefited from all of it, especially since they’ve been buying down mortgage rates to get customers in the door. Five years ago, builders accounted for 1 in 6 homes for sale. Now they make up 1 out of every 3, according to industry counts.

The biggest builders have also gone from a 30% market share five years ago to 50% today. Public builders have clear advantages over smaller private builders.
“Public builders have a lower cost of debt (less expensive to borrow) than private builders and generally don’t need to borrow to buy a large company,” wrote Danielle Nguyen, vice president of research with John Burns Research and Consulting.
And it’s not just public builders in the U.S.
Whelan said half of the deals she has done this year are with Japanese buyers.
“From their perspective, they have much lower growth at home than they have here, and they have much lower cost of capital. And because their capital is so cheap, they can afford to pay more, so an M&A process tends to be very competitive,” said Whelan.
Some of the biggest builder deals this year involved Japanese companies like Sekisui House, which purchased MDC Holdings.
“The deal of the year was Sekisui buying MDC, which made them a top five builder. I expect Sumitomo Forestry and Daiwa House to follow suit, acquiring other big builders who are not gaining market share and having difficulty competing,” said John Burns, founder of John Burns Research and Consulting.
Whelan said the Japanese are particularly adept at value engineering the homebuilding process, in part through reverse engineering building plans to remove any waste. They often “build” the home first in 3-D imaging, reducing waste by as much as 20% to 30%, and use factories where they pre-cut all of the wood that’s going into the house, such as the trusses, frames, and wall panels, she said.
“I think what we would love to see is that they would bring some of the efficiencies that they have at home in Japan that would make housing more affordable, more cost-effective. They’ve done it successfully in the U.S. auto industry,” Whelan said.
Homebuilder M&A will likely continue into next year, as deals have a long lag time. The new Trump administration could also provide a boost.
President-elect Donald Trump has promised to open up more federal land for homebuilding. He could also put pressure on state and local governments to loosen zoning regulations that have inhibited more growth.
He has also, however, promised mass deportations, which could hit the builder workforce hard. Right now the highest costs for homebuilders are land and labor. More

German bOSSES can’t catch a break. Since Russia’s invasion of Ukraine nearly three years ago their firms have been pummelled by surging energy prices, slowing demand in China, stiffening competition, fractious workers and a dysfunctional (though soon to be ousted) government. Shares in German companies have risen by just 3% since the start of 2022, compared with 16% for those in rich countries as a whole (see chart). Now the country’s CEOs are wringing their hands over Donald Trump’s return to power. More

Planet Fitness lost a bid in bankruptcy court to acquire Blink Holdings.
U.K.-based private gym chain PureGym won its bid to acquire Blink and its assets, including 60 of its gyms in New York and New Jersey.
A Delaware bankruptcy court judge said accepting PureGym’s offer would avoid antitrust risks.

In an aerial view, customers leave a Planet Fitness gym in Richmond, California, on May 9, 2024.
Justin Sullivan | Getty Images

Planet Fitness lost its bid in bankruptcy court to acquire budget fitness chain Blink Holdings, according to court filings viewed by CNBC.
Planet Fitness placed its competing eleventh hour bids early this month during a 48-hour challenge window. The two higher bids came after it lost out in a bankruptcy auction to U.K.-based, privately held fitness chain PureGym.

Late Tuesday, Delaware’s bankruptcy court formally accepted PureGym’s $121 million offer, which initially won at auction in late October.
J. Kate Stickles, bankruptcy judge in the U.S. Bankruptcy Court of Delaware, said in Tuesday’s hearing that PureGym’s offer would avoid antitrust risks. The company only operates three locations in the U.S., which it first entered in 2021.
PureGym’s offer, assuming Blink’s liabilities, also comes with 60 of Blink’s fitness centers still operating in New York and New Jersey.
“PureGym is committed to ensuring continuity of service for Blink’s members in New York and New Jersey by maintaining the high-quality fitness experience that Blink members have come to expect,” said PureGym CEO Humphrey Cobbold when the company initially made the bid in September.
“The American fitness market is the largest and most dynamic in the world. We are incredibly excited by the scale of opportunity and the chance to tailor and apply our proven model there,” he said.

A Blink Fitness gym is seen on Flatbush Avenue in the Flatbush neighborhood of the Brooklyn borough in New York City on Aug. 12, 2024.
Michael M. Santiago | Getty Images

Planet Fitness’ initial bid was rejected in part because of antitrust concerns, as the roughly $6.8 billion company already owns more than 2,000 club in the U.S., sources familiar with the matter told CNBC.
Planet Fitness’ offer would have further delayed closing the deal, they added. By accepting PureGym’s offer now and avoiding antitrust issues, Stickles said it would allow Blink to continue to operate rather than dissolve as a deal was negotiated in court.
Planet Fitness did not respond to CNBC’s request for comment.

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