Box says Starboard sought to get in on KKR deal it criticized

(Reuters) – Box Inc said on Tuesday hedge fund Starboard Value LP had asked to invest in the cloud storage vendor alongside private equity firm KKR & Co Inc, despite calling it a bad deal that spurred it to launch a board challenge against the company.

FILE PHOTO: Trading information for KKR & Co is displayed on a screen on the floor of the New York Stock Exchange (NYSE) in New York, U.S., August 23, 2018. REUTERS/Brendan McDermid

Starboard has criticized KKR’s $500 million convertible stock investment in Box, which was announced in April, as a “transparent act of entrenchment” by Box’s board. On Tuesday the activist hedge fund said it had been critical of the KKR deal from the start, calling it unnecessary and “misguided.”

New York-based Starboard had pushed Box, which has a market value of $4.3 billion, to sell itself, rather than sell only a stake in itself. Box used the money it raised to buy back stock.

Starboard, which owns an 8% stake in Box, has nominated four directors for election to the company’s 10-member board, arguing the company failed to capitalize on the work-from-home trend during the COVID-19 pandemic, falling behind its cloud computing peers.

Starboard is trying to remove Box’s co-founder and chief executive officer, Aaron Levie, from the board. It has a history of pushing for CEOs to be ousted.

Box shareholders will vote to elect board directors later this summer.

Box said on Tuesday that Starboard made an “unsolicited request” to participate in the KKR deal, and offered to drop its board challenge if the company agreed to give Starboard partner Peter Feld a board seat.

Box said it had “explored many paths to a potential settlement, including appointing one of the independent candidates nominated by Starboard to the board.” Starboard declined the overtures and insisted that Feld should join the board, Box said.

“We do not agree with Box’s characterization of certain events and discussions,” Starboard said in a statement, adding, “it is clear Box executed a financing to raise capital the Company did not need in order to buy votes and buy friendly board representation ahead of a potential election contest.”

“We do not believe this financing and related self-tender served any valid business purpose, and common stockholders are now left with significant dilution,” Starboard added.

Box’s stock was down 3.5% at $26.01 on Tuesday afternoon. Its shares had hovered around $17 when Starboard was calling for a sale of Box.

KKR did not immediately respond to requests for comment.

Starboard also challenged Box in 2020, but reached an agreement that led to the addition of three directors to Box’s board, including board chair Bethany Mayer. The company says it made governance improvements since then, including splitting the CEO and chairman roles.

Box said Starboard was largely supportive of Box’s decisions last year and praised management for “working with (Starboard) and accepting counsel.” But by late 2020, Starboard reversed course and urged the company to sell itself or fire Levie.

Box said in its announcement on Tuesday it is in the strongest financial position since its founding in 2005. Its shares are trading at their highest level since 2018, as it has begun to benefit more from the work-from-home trend.

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