said it fired three of the founder’s top deputies.
Gary Wang, an FTX co-founder and its chief technology officer; FTX engineering director Nishad Singh; and Caroline Ellison, who ran Mr. Bankman-Fried’s trading arm, Alameda Research, were terminated from those roles after FTX tapped
John J. Ray
to oversee the companies’ bankruptcy, an FTX spokeswoman said late Friday.
Mr. Bankman-Fried resigned on Nov. 11, when FTX filed for bankruptcy. He was replaced by Mr. Ray, a veteran restructuring executive who once oversaw the liquidation of Enron Corp.
FTX and Alameda sought protection from creditors after executives at both businesses revealed that FTX had lent billions of dollars worth of customer assets to Alameda to plug a funding gap, The Wall Street Journal previously reported. In a Thursday court filing, Mr. Ray highlighted numerous failings, including “the concentration of control in the hands of a very small group of inexperienced, unsophisticated and potentially compromised individuals.”
On a Nov. 9 video call with Alameda employees, Ms. Ellison said that she, along with Messrs. Bankman-Fried, Wang and Singh, were aware of the decision to send customer money to the trading firm, the Journal previously reported.
The four executives also comprised the board of what they called the Future Fund, a philanthropic arm charged with making grants to nonprofits and investments in “socially-impactful companies.”
Messrs. Bankman-Fried, Wang and Singh all owned stakes in at least some of the FTX companies, according to Mr. Ray’s court filing.
“Mr. Bankman-Fried ultimately agreed to resign, resulting in my appointment as the debtors’ CEO,” Mr. Ray wrote in the filing. “I was delegated all corporate powers and authority under applicable law, including the power to appoint independent directors and commence these Chapter 11 cases on an emergency basis.”
Write to Justin Baer at justin.baer@wsj.com and Hannah Miao at hannah.miao@wsj.com
Customers pulled funds from Crypto.com over the weekend after the company’s chief executive said the cryptocurrency exchange mishandled a roughly $400 million transaction.
Crypto.com Chief Executive
Kris Marszalek
said on Twitter that the transfer was sent to the wrong type of account on another exchange. The transfer of a large chunk of ether, a popular cryptocurrency, took place on Oct. 21, but came to light after Twitter users flagged the transfer as unusual, based on publicly available blockchain transaction records.
Concerns about Singapore-based Crypto.com spread across the internet over the weekend, with prominent digital-currency figures taking aim at the company. Cryptocurrency traders are on edge following the quick collapse of FTX, which went from one of the most trusted exchanges to bankrupt in the course of a week.
Changpeng Zhao,
chief executive at Crypto.com’s larger peer Binance, appeared to question the nature of the transfers without naming the company, which may have fueled Sunday’s withdrawals, according to crypto industry players. “If an exchange [has] to move large amounts of crypto before or after they demonstrate their wallet addresses, it is a clear sign of problems,” Mr. Zhao tweeted Sunday.
The value of Crypto.com’s own cryptocurrency sank roughly 20% Sunday from the prior 24 hours. It traded near 6 cents apiece.
Mr. Marszalek dismissed the concerns about Crypto.com, tweeting later on Sunday that the October transfers had “generated so much [fear, uncertainty and doubt] & speculation on Twitter” weeks later.
A spokesman for Crypto.com said that the platform was seeing higher levels of activity, noting that it had assets fully matching customer deposits. “Fluctuations in deposit and withdrawal activity does not affect our levels of service,” he added.
An outside analysis of Crypto.com’s public blockchain from Argus Inc., a blockchain analysis firm, showed that between 7 p.m. EST Saturday and 5:30 a.m. EST Sunday, users withdrew a net $14 million worth of the cryptocurrency ether and $39 million worth of other tokens tied to the Ethereum network from Crypto.com. Over that same time, Crypto.com moved $33 million from other wallets to meet customer demands, according to Argus.
It appeared that Crypto.com had enough funds to meet user withdrawals, said Owen Rapaport, co-founder of Argus.
Crypto.com is a midsize exchange. It has tried to raise its profile over the past year among retail investors. In late 2021, it sponsored the arena that is home to LeBron James and the Los Angeles Lakers, renaming it the Crypto.com Arena from the Staples Center. It also ran its first Super Bowl ad this year and is a global partner of Formula One.
The transaction that sparked concerns about Crypto.com involved the transfer of 320,000 ether—or roughly $400 million worth of the token at the time—to a wallet linked to crypto exchange Gate.io on Oct. 21.
Over the weekend, Mr. Marszalek said on Twitter that the transfer was supposed to be a “move to a new cold storage address,” but was sent to an external exchange address.
“We have since strengthened our process and systems to better manage these internal transfers,” he said on Twitter.
A cold storage address is a type of wallet that is unplugged from the internet. It is considered the safest way to prevent digital currencies from being stolen or hacked.
Mr. Marszalek said the company had worked with Gate.io to return the funds back to its cold storage.
“It’s not looking good for these guys in general,” tweeted Adam Cochran, founder of venture-capital firm Cinneamhain Ventures, which invests in blockchain-related companies.
After FTX’s troubles began last week, a number of cryptocurrency exchanges, including Crypto.com, promised to publish proof of their reserves in the spirit of transparency. The audited proofs allow users to check that their own assets are covered by an exchange’s reserves.
Write to Caitlin Ostroff at caitlin.ostroff@wsj.com and Elaine Yu at elaine.yu@wsj.com
FTX CEO Sam Bankman-Fried appeared at a Senate committee hearing earlier this year on cryptocurrencies.
Photo:
Sarah Silbiger/Bloomberg News
Alameda Research’s chief executive and senior FTX officials knew that FTX had lent its customers’ money to Alameda to help it meet its liabilities, according to people familiar with the matter.
Alameda’s troubles helped lead to the bankruptcy of FTX, the crypto exchange founded by
Sam Bankman-Fried.
Alameda is a trading firm also founded and owned by Mr. Bankman-Fried.
In a video meeting with Alameda employees late Wednesday Hong Kong time, Alameda CEO
Caroline Ellison
said that she, Mr. Bankman-Fried and two other FTX executives,
Nishad Singh
and
Gary Wang,
were aware of the decision to send customer funds to Alameda, according to people familiar with the video. Mr. Singh was FTX’s director of engineering and a former Facebook employee. Mr. Wang, who previously worked at Google, was the chief technology officer of FTX and co-founded the exchange with Mr. Bankman-Fried.
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Alameda faced a barrage of demands from lenders after crypto hedge fund Three Arrows Capital collapsed in June, creating losses for crypto brokers such as
Voyager Digital Ltd.
, the people said.
Ms. Ellison said on the call that FTX used customer money to help Alameda meet its liabilities, the people said.
On Friday, FTX, Alameda, FTX US and other FTX affiliates filed for bankruptcy protection.
Bankruptcy means that it could be a long time before individual investors and others owed their funds are able to potentially recover any of them, if ever.
Ms. Ellison didn’t return a phone message and an email seeking comment. Messrs. Singh and Wang didn’t respond to multiple messages seeking comment. Ryne Miller, FTX US’s chief legal officer, declined to comment.
Cryptocurrency platform FTX filed for chapter 11 on Friday and CEO Sam Bankman-Fried resigned. WSJ’s Vicky Ge Huang explains what happened to the company and what this could mean for investors. Photo: Olivier Douliery/AFP
Write to Dave Michaels at dave.michaels@wsj.com, Elaine Yu at elaine.yu@wsj.com and Caitlin Ostroff at caitlin.ostroff@wsj.com
FTX said it is investigating abnormalities with wallet movements.
Photo:
DADO RUVIC/REUTERS
Bankrupt cryptocurrency exchange FTX is probing a potential hack and asked customers to stay off the FTX website, the company said. More than $400 million worth of crypto funds appears to be missing, according to crypto analytics firm Elliptic Enterprises Ltd.
The potential hack occurred Friday after FTX filed for bankruptcy. Ryne Miller, FTX US’s general counsel, said in a Saturday tweet that FTX and FTX US had started moving all digital assets to cold storage—crypto wallets that aren’t connected to the internet—after the bankruptcy filing.
FTX is “investigating abnormalities with wallet movements related to the consolidation of FTX balances across exchanges,” Mr. Miller said on Twitter. He called the movements unauthorized transactions and said the facts are still unclear. FTX will “share more info as soon as we have it,” he said.
A post in the exchange’s official Telegram channel called the fund flows a hack.
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Approximately $473 million in crypto assets appeared to be taken from FTX without permission, according to
Tom Robinson,
co-founder of Elliptic. The tokens were quickly converted to ether, the second-largest cryptocurrency, on so-called decentralized exchanges.
Such platforms process transactions automatically, making them popular among hackers to prevent funds from being seized, he said.
—Caitlin Ostroff contributed to this article.
Write to Elaine Yu at elaine.yu@wsj.com and Vicky Ge Huang at vicky.huang@wsj.com
Beleaguered cryptocurrency platform FTX filed for bankruptcy protection Friday, and Chief Executive
Sam Bankman-Fried
resigned.
FTX and a bevy of affiliates said they had more than 100,000 creditors and tens of billions of dollars in assets and liabilities. It is the largest crypto-related bankruptcy ever, and a demise remarkable for its swiftness as well as its size.
Just a week ago, FTX was an industry titan, and Mr. Bankman-Fried its smiling public face. In January, FTX raised money from Silicon Valley’s most sophisticated investors, at a valuation of $32 billion. A few weeks ago, Mr. Bankman-Fried was publicly musing about raising more, to get even bigger.
That is all gone. The bankruptcy will likely wipe out billions of equity value, leaving investors including Sequoia Capital and Thoma Bravo with stiff losses. It will maroon the crypto and cash deposits belonging to a legion of customers. FTX faces investigations or asset freezes from regulators and prosecutors around the world.
It has also rattled the crypto world. Crypto lender BlockFi, which had obtained a financial lifeline from FTX in July—one of several companies FTX had rescued earlier in the year—paused withdrawals Thursday evening.
Among the affiliates filing for bankruptcy protection is FTX US, a smaller unit that operated in the U.S. Most of FTX’s business was offshore. FTX and its affiliates filed in federal bankruptcy court in Delaware, where the U.S. unit is registered.
Thursday morning, Mr. Bankman-Fried said the troubles at FTX were confined to its international operations. He tweeted that FTX US “was not financially impacted” and that “every user could fully withdraw.” Later that day, FTX US said it might stop trading. On Friday, FTX US filed for bankruptcy along with the rest of FTX.
Bitcoin slipped after the announcement to trade near $16,500.
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At issue in the bankruptcy proceedings and the investigations is to determine what happened to the billions that FTX raised, that its customers deposited, and that it earned from operating what appeared—for a time—to be a successful cryptocurrency exchange.
FTX in 2021 also paid $250 million—a quarter of its revenue that year—to a “related party” for software royalties, according to documents viewed by The Wall Street Journal.
Mr. Bankman-Fried wrote on Twitter roughly an hour after the bankruptcy announcement that he was “shocked to see things unravel the way they did earlier this week.”
FTX’s troubles began last weekend, after rival exchange Binance said it would sell its holdings of an FTX equity-like token—spooked by a CoinDesk report showed the depth of the relationship between FTX and Alameda.
John J. Ray
III has been named the new CEO of FTX Group, the company said. The bankruptcy filing includes FTX Trading Ltd., the company presiding over the global trading website FTX.com, and Alameda Research, a trading firm founded by Mr. Bankman-Fried, in addition to FTX US.
Mr. Ray was chairman of Enron Corp.’s successor company, Enron Creditors Recovery Corp., and oversaw the energy-trading company’s liquidation after it filed for bankruptcy in late 2001. The recovery rate for Enron creditors as of 2008 was about 52 cents on the dollar, the company said at the time. Mr. Ray’s successes included securing a $1.7 billion settlement with
Citigroup
in 2008. He had accused the bank of helping Enron mislead investors.
Other noteworthy bankruptcy cases in which Mr. Ray served in similar roles include Nortel Networks Inc., Fruit of the Loom and
Overseas Shipholding Group Inc.
In the petition, Mr. Bankman-Fried said that
Stephen Neal
would be appointed as the chairman of the board of FTX Group if he is willing to serve. He also said that he is being advised by the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP.
FTX is the latest in a string of crypto companies seeking bankruptcy protection this year.
Photo:
Leon Neal/Getty Images
Bankruptcy means that it could be a long time before retail traders and others owed their funds are able to potentially recover any of them, if ever. Creditors to Mt. Gox, the Japanese crypto exchange that failed following a 2014 hack, are still waiting for their funds almost a decade later.
The collapse in digital-currency prices earlier this year triggered a rash of crypto-related bankruptcy filings, including Celsius Network LLC,
Voyager Digital Ltd.
and Three Arrows Capital.
Crypto investors may be confronted with an uphill battle to get their crypto deposits back in bankruptcy proceedings because their investments are likely to be treated as unsecured claims without collateral rights.
FTX’s bankruptcy also calls into question the fate of Voyager Digital. In September, the firm won the auction to buy the bankrupt lender’s assets with a purchase price of about $50 million, The Wall Street Journal has reported.
Voyager said Friday that the firm has reopened the bidding process for the company and is in active discussions with potential buyers. Voyager said it didn’t transfer any assets to FTX US, which previously submitted a $5 million good-faith deposit as part of the auction process. The funds are held in escrow, according to Voyager.
Voyager also recalled loans from Alameda Research for 6,500 bitcoin and 50,000 ether. The company currently has no loans outstanding with any borrower, it said. However, Voyager had about $3 million worth of cryptocurrencies stuck on FTX at the time of its bankruptcy filing.
—Jonathan Weil
contributed to this article.
Write to Caitlin Ostroff at caitlin.ostroff@wsj.com and Alexander Gladstone at alexander.gladstone@wsj.com
Corrections & Amplifications Sam Bankman-Fried said he is being advised by the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP. An earlier version of this article incorrectly said FTX was being advised by the law firm. (Corrected on Nov. 11)
Sam Bankman-Fried’s fall from grace has dealt an unprecedented blow to the crypto industry’s reputation — and some of this infamy may rub off on politicians who took his money, as well as on former regulators and Capitol Hill staffers who took well-paying jobs representing digital-asset companies before Congress.
Bankman-Fried, founder and CEO of the crumbling cryptocurrency exchange FTX, was one of the most generous donors to political causes during the 2022 election cycle, doling out $40 million, mostly to Democrats, with a particular focus on buoying crypto-friendly politicians in Democratic primaries.
FTX, like many other crypto firms, also aggressively recruited former federal regulators and Capitol Hill staffers, an often-criticized practice but one that has been common in the financial-services industry for decades.
Jeff Hauser, director of the left-leaning Revolving Door Project, said that Democratic politicians who worked closely with Bankman-Fried will have much to explain to the progressive wing of the party.
“A lot of people in the Democratic party got really close to Sam Bankman-Fried, and it reflects very badly on people who took this guy seriously,” he said. “People who in their past lives have taken on corporate power have been bedazzled by money seemingly being thrown their way.”
Bankman-Fried was the primary funder of the Protect Our Future PAC, which spent tens of millions of dollars in Democratic primaries this year. He also floated the idea of spending upwards of $1 billion in the 2024 presidential election to beat Donald Trump if he were the Republican nominee.
Promises of money on this scale likely tantalized many Democratic politicians, Hauser said, whether or not Bankman-Fried ever planned to go through with those contributions.
The crypto industry has also wielded influence by hiring former Capitol Hill staff and federal financial regulators to lobby and advise them on regulatory matters. The Campaign for Accountability, a nonpartisan anticorruption watchdog, published a report in February that found 240 examples of officials with key positions in the White House, Congress, federal regulatory agencies and national political campaigns moving into and out of the industry.
“The crypto industry is following the standard playbook for advancing special interests in Washington, including using all the levers of the influence industry,” Dennis Kelleher, president and CEO of the nonpartisan financial-reform organization Better Markets, told MarketWatch. “One of the most pernicious parts of that is the revolving door, where former officials essentially sell out their public service by using their access and influence on behalf of their private clients.”
Kelleher praised the performance of federal banking and securities regulators who have succeeded in keeping the carnage in the crypto markets segregated from the traditional financial system as popular tokens like bitcoin
BTCUSD,
-1.14%
and ether
ETHUSD,
-1.61%
lost more than 70% of their value over the past year.
Nevertheless, he believes crypto’s influence campaign has convinced lawmakers that what’s needed is to pass legislation that would tailor the financial-regulatory apparatus to be more friendly to the business models of digital-asset companies, rather than increasing funding for market regulators to enforce the regulations already on the books.
A bill put forward in June by Republican Sen. Cynthia Lummis of Wyoming and Democratic Sen. Kirsten Gillibrand of New York would do just that, granting regulatory authority for the most popular cryptocurrencies to the Commodity Futures Trading Commission, which critics of the bill say is more crypto-friendly than the Securities and Exchange Commission.
Another bipartisan bill from Senate Agriculture Committee Chairwoman Debbie Stabenow of Michigan, a Democrat, and Sen. John Bozeman of Arkansas, the committee’s ranking Republican, envisions a similar setup.
Kelleher said that these bills are the product of the crypto industry’s intense lobbying efforts, and without that push, lawmakers might see that what is needed is more funding to enforce securities laws that already exist.
“People need to realize that the crypto industry is basically lawless,” Kelleher said, adding that exchanges like FTX could have made the decision to register as a securities exchange with the SEC, whose supervision would have ensured that the company couldn’t engage in the type of activities that led to its downfall.
“The industry made the conscious decision to not comply with the law, to spend hundreds of millions of dollars on public officials to get a special law passed so they get special treatment,” he said.
RIYADH, Saudi Arabia—International business leaders brushed aside a diplomatic spat between the U.S. and Saudi Arabia, converging on the Saudis’ flagship investment conference in a kingdom riding high on an oil-price boom and trying to flex its geopolitical power.
Some 400 American executives descended on Riyadh’s Ritz-Carlton Hotel for the Future Investment Initiative, an annual event sometimes dubbed “Davos in the Desert,” along with European and Asian business leaders. Among them: JPMorgan Chase & Co. Chief Executive
Jamie Dimon,
David Solomon,
head of
Goldman Sachs
Group Inc., and
Blackstone Inc.’s
Stephen Schwarzman.
The large American presence—over 150 U.S. companies were represented—came three months after President Biden visited Saudi Arabia in a bid to reset relations that were badly damaged following the 2018 murder of dissident journalist Jamal Khashoggi by Saudi operatives. Many international firms had already turned the page on the outrage over Mr. Khashoggi’s death, which hung over subsequent runnings of the event. But for those that hadn’t, this year’s conference offered a chance to come back.
“Nobody is being told not to come to the kingdom,” said Tarik Solomon, a former chairman of the American Chamber of Commerce in Saudi Arabia. He said U.S. companies were unfazed by the political situation between Washington and Riyadh.
The executives arrived amid a low point in relations between the Biden administration and Saudi leadership, including Crown
Prince Mohammed
bin Salman, who The Wall Street Journal reported Monday has mocked the U.S. president in private. The Saudis frustrated the Biden administration by orchestrating an oil-production cut earlier this month with the Organization of the Petroleum Exporting Countries and its Russia-led allies, prompting the U.S. to threaten retaliatory measures.
The U.S. perceived the production cut as supporting Russia’s war effort in Ukraine by allowing Moscow to sell oil at inflated levels. Riyadh has said the move was a technical decision that was needed to prevent a drop in crude prices amid gloomy economic predictions.
Messrs. Dimon and Schwarzman were two of the executives who backed out of the 2018 event in Saudi Arabia. JPMorgan and Goldman are among the Western banks that have profited from a buoyant Saudi initial-public-offerings market at a time when IPOs globally have stagnated. Citigroup Inc., JPMorgan and Goldman also were among the banks that helped PIF with a debut bond sale earlier this month, which raised $3 billion for the fund.
Mr. Dimon said he believed the problems between the U.S. and Saudi Arabia were overblown and would eventually be worked out. “I can’t imagine every ally agreeing on everything all the time,” he said.
“American policy doesn’t have to be everything our way,” Mr. Dimon added later. “You can learn from the rest of the world.”
High-level U.S. officials were missing from the conference, which promoted the slogan: “A New Global Order.” Throughout the first morning of the conference, Saudi officials stressed the importance of building relations with powers around the world while saying the U.S. relationship remained important.
Khalid al-Falih,
the Saudi minister responsible for luring foreign investment, said the dispute with Washington was “a blip.”
“We’re very close and we’re going to get over this recent spat that I think was unwarranted but it was a misunderstanding hopefully,” he said on a panel.
The Saudi energy minister,
Prince Abdulaziz bin Salman,
struck a more defiant note, defending the oil-production cut as a necessary move—not only to stabilize the oil market as the global economy cooled but also to keep the kingdom on track to meet its economic goals.
President Biden met with Crown Prince Mohammed bin Salman in Saudi Arabia, as the U.S. looks to reset relations and prod the kingdom to help control oil prices. Biden said he confronted the crown prince about the killing of journalist Jamal Khashoggi. Photo: Bandar Aljaloud/EPA/Shutterstock
“We keep hearing, you are with us or you are against us,”
Prince Abdulaziz
said. “Is there any room for: ‘We are for Saudi Arabia and for the people of Saudi Arabia?”
The kingdom is flush with cash from high oil prices and is intent on seeing through Prince Mohammed’s transformational economic plans. The conference is organized by the Saudi Public Investment Fund, a sovereign-wealth vehicle that has grown from a sleepy holder of state-owned companies to a $600 billion global investment powerhouse that is increasingly a source of capital for Wall Street.
Saudi Arabia, in recent years, has tried to use the conference as an annual marker of the progress of economic and social changes first announced by Prince Mohammed in 2016. The summit has often been overshadowed by geopolitical events, most notably in 2018 when Western senior executives canceled participation following Mr. Khashoggi’s killing.
Former President
Donald Trump
stood by Prince Mohammed even after the U.S. intelligence community said he likely ordered the killing—a charge he denies. Mr. Trump’s son-in-law,
Jared Kushner,
developed a strong tie with the prince and this year received a $2 billion injection from PIF. Mr. Kushner spoke Tuesday at the conference in remarks full of praise for the Saudi leadership.
The U.S.-Saudi tensions are a reason for companies to be concerned, said Hasnain Malik, a Dubai-based equities analyst at Tellimer Research, citing businesses that fell out of favor because of disagreements between the American government and Russia and China.
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“Foreign financial actors still regard Saudi as an opportunity for taking capital out of Saudi and putting it into the rest of the world, rather than looking at Saudi as an interesting opportunity,” Mr. Malik said.
Foreign investment in Saudi Arabia has remained stubbornly low in recent years, despite Prince Mohammed’s efforts to restructure his economy. International firms have complained about slow payment from government contractors, retroactive tax bills and archaic bureaucracy.
Domestically, PIF has launched dozens of projects, including plans to build a futuristic city in the northwest of the kingdom that will require billions of dollars of outside capital alongside investment from the sovereign-wealth fund. The government announced national strategies in the past week aimed at attracting billions of dollars in investments from the industrial and supply-chain sectors by offering companies massive incentives. With one of the fastest-growing economies in the world, the Saudi government is racing to achieve its goals now.
One bright spot, so far, is PIF’s attempts to support car manufacturing in the kingdom: An investment in electric-vehicle maker Lucid Motors has resulted in plans to set up a factory domestically to reassemble the company’s luxury sedan that is pre-manufactured in its Arizona plant. The company aims eventually to produce complete vehicles in Saudi Arabia, and the government hopes it will draw in other industrial firms to create a domestic supply chain.
Lucid opened a Riyadh showroom on Monday. “It’s a chicken and egg problem, isn’t it? If we haven’t got suppliers, we haven’t got a car company, so we’re gonna break that,” said Lucid Chief Executive
Peter Rawlinson.
Write to Rory Jones at rory.jones@wsj.com, Stephen Kalin at stephen.kalin@wsj.com and Summer Said at summer.said@wsj.com
Philip Morris’s original offer for Swedish Match in May was 161.2 billion Swedish Krona, which was then equivalent to $16 billion. The new offer is expected to be announced as soon as Thursday, the people said.
The move is made easier by the strength of the U.S. dollar against the Swedish currency since the deal was struck. Other factors that went into the revised offer were inflation, volatility in equity markets and changes in interest rates, one of the people said. Philip Morris has been under pressure from Elliott Management Corp. and other investors to sweeten the bid.
Philip Morris has separately struck a deal with
Altria
MO -0.22%
to buy back the U.S. commercialization rights for IQOS, Philip Morris’s heated tobacco device, the companies said.
The deal, which takes effect April 30, 2024, frees up Philip Morris to market IQOS in the U.S. through the Swedish Match sales force if the Swedish Match deal closes. Philip Morris is also prepared to sell IQOS in the U.S. on its own, Philip Morris Chief Executive Jacek Olczak said. The deal includes an upfront $1 billion payment with the rest paid by July 2023,
Altria
said.
Altria introduced IQOS in the U.S. in 2019 and sold it in a handful of states until last year, when it had to stop importing IQOS as the result of a patent dispute. Philip Morris has said it plans to begin manufacturing IQOS in the U.S. next year so that it may resume selling the products in the U.S.
The payments from Philip Morris will give Altria greater flexibility to allocate resources toward its plan to expand into smoke-free products, Altria Chief Executive Billy Gifford said.
Both IQOS, which is sold outside the U.S., and the proposal to buy Swedish Match are part of Philip Morris’s strategy to generate more than 50% of annual net revenue from smoke-free products by 2025, up from about 30% currently.
IQOS is a device that heats tobacco but doesn’t burn it or produce smoke when users inhale. It is an alternative to e-cigarettes, which create an aerosol from a nicotine liquid.
Philip Morris and Altria have been in a dispute over IQOS, which they introduced into the U.S. through a partnership. Philip Morris argued that Altria hadn’t met the agreed-upon sales targets for IQOS that would allow Altria to extend its exclusive U.S. rights. Altria said that it had. The two Marlboro makers will now pursue competing products in the U.S.
Altria, which sells Marlboro cigarettes in the U.S., said it expects to complete the design for its own new heated tobacco device by the end of 2022; it would then need to seek FDA authorization. Altria is also the largest shareholder in Juul Labs Inc., an e-cigarette maker that is in a dispute with U.S. officials over whether it can remain on the U.S. market.
The friendly deal between Philip Morris and Swedish Match has been conditional on the tobacco company gaining more than 90% of Swedish Match’s shares. That would allow Philip Morris to squeeze out any residual shareholders by paying them the same price as other investors, and then fully fold the business into its own.
But Philip Morris has been under pressure by a group of investors led by Elliott, which holds a 7.25% stake in Swedish Match, to raise the bid after they opposed it as too low. Without their support, Philip Morris would need to lower the minimum threshold to complete the offer.
That is risky, however, because Swedish Match’s remaining minority shareholders could frustrate Philip Morris’s ability to fully integrate the business. Any move to transfer assets or carry out related-party transactions would require Philip Morris to hold a shareholder vote, which Philip Morris couldn’t join, according to Sweden’s takeover rules.
Write to Jennifer Maloney at jennifer.maloney@wsj.com and Ben Dummett at ben.dummett@wsj.com
plans to fold its biggest businesses into three divisions, undertaking one of the biggest reshuffles in the Wall Street firm’s history.
Goldman will combine its flagship investment-banking and trading businesses into one unit, while merging asset and wealth management into another, people familiar with the matter said. Marcus, Goldman’s consumer-banking arm, will be part of the asset- and wealth-management unit, the people said.
A third division will house transaction banking, the bank’s portfolio of financial-technology platforms, specialty lender GreenSky, and its ventures with
Apple Inc.
and
General Motors Co.
, the people said.
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The reorganization could be announced within days, the people said. Goldman is scheduled to report third-quarter earnings Tuesday.
It is unclear how the makeover will shake up Goldman’s senior leadership team, though at least a few executives will have new roles, the people said.
Marc Nachmann,
the firm’s co-head of trading, will slide over to help run the combined asset- and wealth-management arm, they said.
The reorganization is the latest step in Chief Executive
David Solomon’s
push to shift Goldman’s center of gravity toward businesses that generate steady fees in any environment. It also reflects the firm’s struggle to overcome skepticism, from investors and even among some of its own executives, over its ambitions for consumer banking.
The firm’s trading and investment-banking acumen has been Goldman’s calling card for decades, churning out massive profits when the markets favored risk-takers and bold deals. But investors often discounted those successes, reasoning that they are harder to sustain when market conditions turn. And in recent years, Goldman has sought to sharpen its trading arm’s focus on client service.
Following the changes, Goldman’s organizational chart will look more like its peers.
A slide presentation from Goldman’s 2020 investor day offered a glimpse of what a combined banking-and-trading business would look relative to peers. At Goldman, the merged group would have delivered a return on equity of 9.2% in 2019, besting
Morgan Stanley
and
Bank of America Corp.
but below what
JPMorgan Chase
& Co. and
Citigroup Inc.
earned that year.
Bloomberg News earlier reported that Goldman had planned to restructure its consumer-banking arm and was considering combining its asset- and wealth-management businesses.
Goldman’s shares have struggled to keep pace with its rivals, at least by one measure. The firm traded at 0.9 times book value as of June, according to FactSet. That compared with 1.4 times at Morgan Stanley and 1.3 times at JPMorgan.
Goldman has sought to narrow the gap by beefing up the businesses that command higher valuations on Wall Street. Managing wealthy people’s money and overseeing funds for pensions and other deep-pocketed institutions is more profitable than other financial services, and it usually doesn’t put the firm’s balance sheet at risk. And many investors view traditional consumer banking—taking deposits and making loans—as more predictable.
Goldman has invested heavily in building its own consumer bank, and folding the unit into its asset- and wealth-management arm should create more opportunities to offer banking services to wealthy individuals.
Earlier this year, the bank said it aimed to bring in $10 billion in asset and wealth-management fees by 2024.
faced repeated margin calls on money he borrowed against his Peloton holdings before he left the fitness company’s board last month, according to people familiar with the situation.
As Peloton’s shares slumped over the past year,
Goldman Sachs Group Inc.
GS -2.11%
asked Mr. Foley several times to provide fresh funds or additional collateral for personal loans the bank had extended to him, the people said. The company’s share price has fallen nearly 95% from its $160 peak in December 2020.
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Resigning from the board gave Mr. Foley flexibility to sell or pledge more Peloton shares, though he said the margin calls weren’t the reason he left the company.
“I didn’t resign from the board because I was underwater,” he said. “To the extent that I took on debt through Goldman, it was because I am bullish on Peloton and still am. It was and is a great company.”
The former chairman and CEO had pledged as collateral about 3.5 million Peloton shares as of the end of September 2021, or about 20% of his stake at the time, securities filings show. The pledged shares were worth more than $300 million a year ago. At current prices, they are worth roughly $30 million.
Peloton has cut thousands of jobs this year to stem its losses.
Photo:
John Smith/VIEWpress/Getty Images
Mr. Foley was able to secure private financing and avoid stock sales by Goldman, the people said. He declined to say on Monday how much of his current stake had been pledged or how much he had borrowed against his holdings.
His seat on the board limited his ability to raise additional funds because most public companies prohibit directors and executives from selling their shares during certain trading periods. In addition, Peloton’s policy limits pledges for margin loans by directors or executives to 40% of the value of an individual’s shares or vested options.
Mr. Foley’s decision to leave the board on Sept. 12 followed a tumultuous several months at the company he co-founded a decade ago, as well as a sharp decline in his personal wealth as Peloton’s sagging fortunes diminished the value of his holdings. His stake in the company, worth $1.5 billion a year ago, is currently worth less than $100 million.
“Everyone can see I had a rocky year,” Mr. Foley said. “This was not a fun personal balance-sheet reset.”
Barry McCarthy, a Silicon Valley veteran, became Peloton’s CEO in February.
Photo:
Angela Owens/The Wall Street Journal
In February, Mr. Foley stepped down as Peloton’s CEO and was succeeded by
Barry McCarthy,
a former
Netflix Inc.
and Spotify Technology SA executive. Mr. Foley kept his position as Peloton’s executive chairman and continued to hold a controlling stake in the company through Class B shares with 20 votes apiece.
A few weeks later, Mr. Foley reported selling $50 million worth of Peloton shares in a private transaction. At the time, Peloton said the sale was part of the executive’s personal financial planning. The sale left him and his wife,
Jill Foley,
a former Peloton executive, with 6.6 million shares and options on another 8.4 million, according to securities filings, which combined are currently worth less than $100 million. He hasn’t reported any stock or option sales since March. Business Insider reported in March that Mr. Foley was in discussions with Goldman about restructuring his personal loans.
Peloton’s business deteriorated throughout the spring and summer, with the company in August reporting a $1.2 billion loss and the first ever quarter in which its subscriber numbers failed to grow. The company has cut thousands of jobs this year to stem its losses, including a round of layoffs unveiled last week.
Mr. Foley’s 10-year tenure as CEO was marked by rapid growth and sometimes lavish spending. He took heat from Peloton employees last December for hosting a black-tie holiday party that included some of the company’s celebrity instructors weeks after implementing a hiring freeze. Pictures circulated on Instagram of gown-clad instructors dancing at New York’s luxury Plaza Hotel. Mr. Foley acknowledged on social media that the event caused “frustration and angst” among employees.
Peloton has been on a wild ride, announcing its CEO was stepping down and thousands of jobs would be cut, despite seeing a surge in sales early in the pandemic. Here’s why Peloton became a viral success, and why it’s spinning out now. Photo illustration: Jacob Reynolds
That same month, Mr. Foley paid $55 million to purchase an oceanfront mansion in East Hampton, N.Y., according to real-estate records and people familiar with the transaction. He and Ms. Foley in September put their Manhattan penthouse up for sale. The property, last priced at $6.5 million, is in contract to be sold, according to listings website StreetEasy.
Margin loans, or borrowing against portfolios of stocks and bonds, come with the risk that a broker can call for additional cash or collateral to meet the minimum equity required if a security’s price drops too low. Sharp drops in stock prices during the 2000 dot-com burst and the 2008 financial crisis generated margin calls for executives at well-known companies.
John Foley paid $55 million to purchase this oceanfront mansion in East Hampton, N.Y.
Photo:
PICTOMETRY
Peloton requires directors, executives and employees to get approval for pledging their shares as collateral for margin loans. Other Peloton executives also have pledged some of their Class B holdings, and in the annual report Peloton filed last month, the company warned that investors could be harmed if its stock fell and executives were forced to sell shares.
Goldman has worked closely with Peloton, including when Mr. Foley was the CEO. The investment bank was one of the lead underwriters of the company’s initial public offering in 2019. Goldman bankers also co-led a $1 billion stock offering in November 2021.
Investors initially soured on Peloton—its shares fell 11% the day they made their debut at $29. The stock surged in 2020 during the onset of the Covid-19 pandemic, giving the company a peak market value of $50 billion and making Mr. Foley a billionaire on paper. The shares closed down 3.4% Tuesday at $8.78.
—Theo Francis
and Katherine Clarke contributed to this article.
Write to Sharon Terlep at sharon.terlep@wsj.com and Suzanne Vranica at suzanne.vranica@wsj.com
