• Beretta set to own a quarter of gunmaker of Sturm, Ruger
• National Fuel evaluating a spin
• Paramount threatens to leave California again

Oasis Management officially flipped its investment in Vail Resorts to an active 13D yesterday, as the proxy fight begins heading down the slope.

We already had confirmation from the company that Oasis submitted nominations, including names of all the candidates, but the filing does provide a few more clues as to what the activist has in store.

As could be expected, Oasis sees shares as undervalued and not reflective of the company’s unique portfolio of assets. The activist said it would like to see a new board sharpen the company’s strategic and operating focus. The filing also mentions plans to hold talks on a variety of topics including Vail’s assets, as well as discussions with other parties such as “existing or potential strategic partners.”

We wonder if one of those parties could be Cloudflare CEO Matthew Prince, who has expressed interest in buying Vail’s Park City Resort. The executive and avid skier even floated a plan earlier this year to have an activist force Vail to sell him the resort.

As noted, one of the Oasis nominees has experience in M&A and land investments.

Another interesting disclosure in yesterday’s filing is a consulting agreement between Oasis and former Disney CEO Robert Chapek. He is one of the four nominees on the activist’s slate, but it appears Oasis plans to tap his specific expertise on ideas for Vail. Oasis has agreed to pay Chapek USD 100,000 per month as a consultant for ideas on actions that could be taken to improve the company, including “potential ownership change to improve the company’s competitive edge in relevant markets.”

Does Oasis have its eye on trimming Vail’s 42 resort portfolio? With the fight heating up, we should get an idea of what Oasis has planned as the activist begins to make its case to shareholders.

The USD 314m that Oasis paid for its 2.19m share stake works out to an average price of USD 142.79, or just slightly above yesterday’s USD 140.12 close, so it seems the fund sees plenty of upside from here.

Regardless of how things play out, this could be the end of the line for CEO Rob Katz, who was already on thin ice prior to this proxy fight.

***

Beretta Holding and Sturm, Ruger and Company are one step closer to being a combined gunmaker.

Ruger terminated its poison pill on Wednesday paving the way for its largest shareholder, Beretta, to further boost its stake. The company struck a strategic cooperation agreement with Beretta in May, allowing it to grow its position from 10% to 25% of Ruger shares.

The regulatory approvals for that deal have been satisfied, according to the release, following expiration under the Hart-Scott-Rodino (HSR) Act and approval from the Committee on Foreign Investment in the United States.

HSR was no small hurdle for the companies. The Federal Trade Commission (FTC) took its pound of flesh yesterday, forcing some conditions on Beretta’s two new Ruger board seats given in the cooperation agreement. As part of a consent order, Beretta will have to nominate directors independent of its own company.

The language around the consent order is instructive here. The FTC’s order will “preserve the independence of a significant American gunmaker,” and “removes the risk of anticompetitive coordination” with the goal of precluding any collusion between the two companies.

Readers may recall that Beretta’s previously hostile tack included a long-term plan to merge the two companies, according to Ruger. That timeline still holds as Beretta is now subject to a standstill on acquisition offers through 2029. We have to wonder, though, if the two companies could come out the other side of this cooperation agreement into a more hospitable regulatory environment. All caveats of three-year predictions aside, a new president and corresponding FTC chair may have less of a focus on second amendment associated deals than the current one. More than that, Beretta owning a quarter of Ruger shares only increases the potential for a future RugerBeretta.

Beretta announced the tender offer this morning to add 2.4 million more Ruger shares to its stake, offering USD 44.80 per share and representing a 21% premium from Wednesday close.

***

National Fuel Gas is now on the clock for a breakup announcement.

The Williamsville, New York-based integrated energy company announced this morning that it’s evaluating a plan to separate into two companies. National Fuel said it expects to conclude its evaluation by 15 October 2026.

National Fuel currently operates through three segments: integrated upstream and gathering (IUG), pipeline and storage, and utility. The plan under consideration would spin out the IUG business into an independent public company. That would leave the remaining National Fuel as a regulated natural gas platform.

Breakup speculation has followed the company for years, with GAMCO pushing for a utility spin over a decade ago. The GAMCO campaign didn’t gain much traction and the fund resurfaced again last year inquiring whether management could consider floating a piece of the company’s Seneca Resources business in an IPO.

Seneca is housed in the IUG segment, so GAMCO may finally get its wish.

National Fuel resisted the idea of a breakup by touting the benefits of diversification. However, CEO David Bauer said this morning that “the capital markets and operating environment of our regulated and non-regulated natural gas businesses have evolved meaningfully.”

We can’t help but wonder if part of that evolution is a more favorable M&A environment for midstream operations, setting the stage for National Fuel to spin the IUG business right into a suitor’s hands.

National Fuel is also set to close its USD 2.62 acquisition of Vectren Energy next month, boosting the scale of the utility operations.

The board may also be getting ahead of an activist that would push for the move, whether GAMCO or a new name. The board nomination window opens on 13 October, so the 15 October decision date may not simply be a coincidence.

***

Hello Nashville, goodbye California.

The Los Angeles’ Mayor’s Office was reportedly waiting for an announcement from Paramount that it would leave California — but which has still not come down as of Thursday morning.

TMZ reported Wednesday that LA Mayor Karen Bass was expecting an announcement the day prior regarding Paramount’s announced California departure. The mayor wrote late yesterday that she would continue to engage with Paramount and the attorney general to keep jobs in LA. Politico had reported that Paramount was looking at office space in Nashville. Oracle, run by Larry Ellison and father of Paramount CEO David Ellison, said in 2024 that it would build its world headquarters in Nashville.

This all comes about a month out from a court-ordered settlement conference between California and Paramount. The two are set to come to the table on 14 October regarding Paramount’s proposed takeover of Warner Bros. Discovery, according to court filings. California AG Rob Bonta walked from Paramount talks last month following leaks that his office wanted the companies to divest some cable channels, keep the movie studios separate and preserve Warner Bros. as a standalone operation free of Ellison interference.

This adds to the pressure campaign on Bonta who was already been urged by California Gavin Newsom to find a deal. We’ve written previously that Bonta’s likely ask for a sale of CNN may be problematic for Paramount, given that it’s a profitable business and could be a lynchpin in the Federal Communications Commission’s Team Telecom review.

If anything, this signals that Paramount is growing increasingly frustrated ahead of the ticking fee going into effect next month. Stay tuned.