Rubbermaid parent Newell Brands Inc. (NWL) on Monday, April 23, reached its second agreement in recent months with an activist investor, this time agreeing to appoint two Starboard Value nominees to its board to end a proxy fight with plans to add an additional director mutually agreed upon between Starboard and rival activist Carl Icahn.
Starboard's representatives are Gerardo Lopez, former CEO of Extended Stay America Inc. and Robert Steele, a 35-year veteran of Procter & Gamble Co. and a director at several other firms. Bridget Berman, proposed by Starboard and agreed to by Icahn, will be the third new director, while Icahn ally Andrew Langham is stepping down from the board and Icahn ally David Atchison will not stand for election.
In March, Newell named four Icahn-nominated directors to its board, including a new chairman, and agreed to review its operations with a view toward disposing of up to $10 billion of assets.
Icahn had disclosed March 1 that he had recently started accumulating a significant position in Newell.
Icahn's accumulation emerged after Starboard Value's Jeff Smith earlier this month launched a change-of-control proxy contest to take over the Newell Brands board with the help of three ex-executives of Jarden who quit the company's board last month over concern about its integration and divestiture strategy.
Newell Brands acquired Jarden in 2015 for $17.4 billion, but recent internal squabbles over the company's direction have transformed into an open boardroom battle for control of the business.
"We greatly appreciate Carl Icahn's willingness to amend our agreement, and the willingness of his appointees, Messrs. Langham and Atchison, to step down. This Board will continue to take the necessary actions to enhance performance and create value for Newell Brands shareholders," the company said in a press release.
The Deal reported last week that Newell planned to announce the terms of the first wave of divestitures contemplated in an initial $6 billion asset sale plan in the coming weeks, according to Wells Fargo analysts.
The asset sales emerged after Starboard continued its own pressure on Newell after the Icahn deal became public.
Newell has retained Goldman Sachs to advise it on the asset sales, according to a person familiar with the situation.
As part of the deal with Icahn, Newell will seek to dispose of assets with a valuation of roughly $10 billion, up from the $6 billion the company had announced it was divesting in January.
Regardless of who is on the board, analysts have agreed that Newell Brands may have a difficult time selling some assets if the goal is to find only a few buyers for all of them. That's because no natural buyers exist for the whole diverse portfolio of assets, which include Rubbermaid products, Rawlings baseball gloves, and a U.S. playing cards businesses, among others. Both Icahn and Starboard are supportive of the asset sales, at the right price, people familiar with the situation said.