Starboard Value takes a stake in Ritchie Bros. How amicable activism may come into play

Road construction machinery on the construction of highway S6, Koszalin, Poland

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Company: Ritchie Bros. Auctioneers (RBA)

Activist: Starboard Value

What’s Happening?

Behind the Scenes

This is not a typical Starboard investment. Starboard typically seeks out underperforming companies that are in need of operational and margin improvement. Ritchie is a good quality, high multiple, stable business that is well run by a strong management team. However, the company caught Starboard’s attention in November 2022, when Ritchie entered into a merger agreement to acquire IAA. Starboard is well acquainted with IAA from its 2019 engagement at KAR Auction Services (KAR), which spun out IAA in June 2019. IAA is an auto part auction company that operates an online marketplace. It’s a good quality business that has not been run very well and has been losing market share to competitor Copart. Starboard knows this business very well. The firm liked this business a lot when it was a part of KAR and supported the spinoff.

IAA and Ritchie are ripe with synergies, both selling goods on an online auction marketplace. Additionally, both Ritchie CEO Ann Fandozzi and COO Jim Kessler know the automotive business very well, having served at ABRA Auto Body and Glass, as CEO and COO, respectively. If Fandozzi were not the CEO of Ritchie, she would be an excellent candidate to be the CEO of IAA. Now, in addition to operational synergies through the merger, IAA gets a top management team with experience in the industry who would be an excellent team to oversee the turnaround and integration of IAA.

However, the proposed IAA deal has been fraught with opposition since the initial announcement. Ritchie’s stock declined 17% on Nov. 7, the day the agreement was revealed. Many Ritchie shareholders have grown accustomed to owning a simple, stable company, and the perception is that the IAA deal did not make sense and would complicate the business. They are also scarred from Ritchie’s 2017 acquisition of auction company IronPlanet, which has proven to be a poor investment. Starboard sees it differently. The firm sees IAA as a company that needs restructuring and a perfect company to combine with Ritchie due to the Ritchie management team and the ability to restructure it as a part of a larger company as opposed to a standalone entity. Also, the IronPlanet acquisition was done by a previous management team, so they do not have the same concerns that other shareholders might have had. Some of the Ritchie shareholders who did not sell on the announcement thought the transaction was too dilutive with so much stock being issued at $60 per share. Many IAA shareholders opposed the deal because they wanted a larger cash component and more certainty to close. Enter Starboard and their $500 million strategic investment in Ritchie.

Starboard has agreed to make an investment consisting of $485 million in convertible preferred equity and $15 million of common shares, which would entitle Jeff Smith to a board seat on the combined company. This capital infusion will alleviate many Ritchie shareholders by allowing the company to issue less $60 stock, pay a slightly lower deal price and pay Ritchie shareholders a pre-merger dividend. It will also appease many IAA shareholders by increasing the cash component of the merger consideration.  For example, Ancora Advisors (~4% of IAA), who was a vocal opponent of the deal has now agreed to support the amended merger.

Strategic activism has generally taken the form of advocating for management to sell the company or a subsidiary they were not intending to sell or blocking a sale approved by management because shareholders were not receiving fair consideration. In this situation, we have an activist supporting management to complete a strategic transaction that management wants to do and that they believe will be good for shareholders. This is the type of amicable activism in which activists are in a unique position to assist and that goes under-reported.

On the other hand, some bloggers have incorrectly compared Starboard’s preferred stock purchase to the preferred stock of Box purchased by KKR to help Box management thwart a Starboard proxy fight. This could not be more wrong. KKR’s preferred stock, when issued, obligated them to vote their shares in support of incumbent management – a clear entrenchment device. Starboard’s preferred stock specifically precludes them from voting on the merger so as to not alter the will of the shareholders. Starboard could have legally required that the preferred stock had voting rights on the merger on an as-converted basis and, in fact, this would have been beneficial to Starboard and management. But Starboard specifically refused this solely in the name of good corporate governance – the exact opposite of the KKR/Box transaction.

Even after the deal was restructured with the benefit of the Starboard investment, Ritchie shareholder Luxor Capital (3.6%) whose president was a managing director in charge of marketing at Starboard from 2012 through August 2021, is publicly opposing the deal. However, we expect the deal to receive the required vote of both Ritchie and IAA shareholders nonetheless. At that time, the combined company will have an improved management team running the IAA business. It will also have Jeff Smith as a director who knows the IAA business very well and has extensive experience as a director who supports management in executing their plan, but holds them accountable if they cannot.

Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and he is the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. Squire is also the creator of the AESG™ investment category, an activist investment style focused on improving ESG practices of portfolio companies.

Crypto investors lost nearly $4 billion to hackers in 2022

Last year marked the worst year on record for cryptocurrency hacks, according to Chainalysis’ latest analysis.

Cryptocurrency hackers stole $3.8 billion in 2022, according to the blockchain analytics firm’s report — up from $3.3 billion in 2021. October had the most crypto hacks in a single month with $775.7 million stolen in 32 separate attacks, according to the study.

Here’s a look at the most popular strategy cyber thieves used, as well as how you can protect yourself.

DeFi protocols were hit hardest by cryptocurrency hacks

How investors can protect their crypto

You should thoroughly research and vet the software you use to transfer or store your virtual currency.

There are virtual wallets that can safely store your crypto and secure it against online attacks, Max Krupyshev, co-founder and leader of crypto-payment ecosystem CoinsPaid, tells CNBC Make It. However, it’s important to first determine which type of wallet makes sense for you.

When it comes to mitigating crypto hacking, many issues are due to a lack of security, David Schwed, chief operating officer of blockchain cybersecurity firm Halborn, says in the report.

“The DeFi community generally isn’t demanding better security — they want to go to protocols with high yields,” he says. “But those incentives lead to trouble down the road.”

Instead, DeFi developers would be smart to borrow security strategies used by traditional financial institutions to better protect their platforms. These include testing protocols with simulated attacks, closely monitoring the blockchain for suspicious activity and building processes that will halt transactions if suspicious activity is detected, Schwed says.

“DeFi protocols will greatly benefit from adopting better security in order for the ecosystem to grow, thrive, and eventually penetrate the mainstream,” Chainalysis’ report says.

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Boss should always talk last in meetings

If you ever find yourself taking a meeting with Jeff Bezos, don’t expect the billionaire Amazon founder to speak first.

Before Bezos stepped down as Amazon’s CEO in 2021, he made a practice of letting his employees speak first. Now, his girlfriend Lauren Sanchez — the founder of Santa Monica, California-based aerial filming company Black Ops Aviation — says it’s one of the most important business lessons she’s picked up from him since the pair started dating a few years ago.

“Living with Jeff is like having a master class every day. What he’s really taught me a lot about is management,” Sanchez, a former television news anchor who made guest appearances on ABC’s “The View,” recently told The Wall Street Journal.

There’s a reason Bezos thinks managers should always speak last in business meetings, for example.

“I hold a lot of meetings, and I would talk first in a meeting, and [Bezos] goes, ‘No, no, no. You’re the boss. You talk last. You let everyone else talk, so that they don’t get swayed by your opinion,'” Sanchez said.

In a 2018 speech, Bezos said reshaping his company’s approach to meetings was “probably the smartest thing we ever did” at Amazon.

First, Bezos did away with PowerPoint presentations. Instead, he kicked off each meeting with roughly 30 minutes of silence, so attendees could read a detailed memo covering the planned discussion topics. Then, employees would offer their own thoughts on the memo before Bezos did to guard against subordinates mimicking his point of view to score points with him.

The silent reading period created “the context for what will then be a good discussion,” Bezos said.

It’s also a way to make sure attendees actually read the memo, he added. Simply sending it via email isn’t enough: “Executives will bluff their way through the meeting as if they’ve read the memo, because we’re busy, and so you’ve got to actually carve out the time for the memo to get read,” he said.

The memo also helps keep the meeting from veering off topic, Sanchez added — especially if you keep it as short as possible, without losing any key details.

“Another thing he taught me is: If you’re going to have a meeting, have the person running the meeting write a document about what you’re going to discuss and why. And it can’t be more than six pages,” Sanchez said.

Similarly, Bezos recommends keeping the meetings themselves as short as possible once the reading period is over, Sanchez said: “Keep meetings under an hour, if you can.”

Multiple studies have found that spending too much time in meetings — whether they’re hour-plus marathons or back-to-back shorter sprints — can increase your stress levels and distract you from your work.

Bezos’ meeting method is favored by other tech executives, too. Former Twitter CEO Jack Dorsey, for example, likes to start meetings with attendees reading notes from a Google Doc for 10 minutes, he tweeted in 2018.

“This practice makes time for everyone to get on same page, allows us to work from many locations, and gets to truth/critical thinking faster,” Dorsey wrote.

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Tips and tools for positive mental health

Experiencing less daylight in the winter months, like February, can make you feel, well, kind of sad — and I don’t just mean the feeling. 

As we near the end of October, we approach what is commonly referred to as SAD season, a time when seasonal affective disorder (SAD) impacts many, according to Anisha Patel-Dunn, a psychiatrist and chief medical officer of LifeStance Health, an outpatient mental health company.

“Seasonal affective disorder really is a type of depression that can last on average about four to five months,” says Patel-Dunn, “For most people, it’s really [during] fall into the winter.”

Coupled with the lack of sun, mass layoffs and fears of a recession are contributing to the intense emotions that arise during this time of year, she adds. Critical times when SAD is the most prevalent ranges, but it’s typically at its worst during late October through late February, says Patel-Dunn.

A few common symptoms of seasonal affective disorder are having a depressed mood for most of the day over the course of two weeks or more, lack of pleasure in doing things you used to enjoy and changes in energy, motivation, sleep or appetite, she notes.

Here are some tips and tools to help you power through this SAD season.

8 tips for maintaining positive mental health during SAD season

  1. Keep a structured sleep routine by waking up and going to bed at the same time each day. Try to stay consistent on weekends.
  2. Make sure you’re getting healthy nutrients throughout the day and aren’t eating heavy meals right before bed.
  3. Grab a coat and go outside as often as you can.
  4. Exercise. Research shows “30 to 45 minutes of aerobic exercise four to five times a week can impact and improve mood,” says Patel-Dunn.
  5. Don’t drink coffee or alcohol too close to bedtime.
  6. Avoid blue light from your phone right before going to sleep.
  7. Reach out to a friend or a trusted loved one to talk to about how you’re feeling.
  8. Seek help from a professional if things get too heavy. “Don’t struggle alone,” she says.

Tools you can use to stay happy and avoid SAD

Using a 10,000 lux light box for 30 minutes each morning has been shown to help with seasonal affective disorder, according to Patel-Dunn.

You can also use sunrise alarm clocks that mimic the colors of a sunrise if it’s more difficult for you to get out of bed before the sun is up, she adds.

Also consider “a routine of journaling at night, writing down what’s making you anxious,” says Patel-Dunn.

“I think there’s an ability to, even at home, be psychologically introspective, just to have some self-awareness and know that some of these simple tools can be really helpful.”

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A flurry of earnings reports, Fed rate hike, signs of a bull market

Tech stocks on display at the Nasdaq. 

Peter Kramer | CNBC

Earnings season continues next week, with Club holdings Linde (LIN), Emerson Electric (EMR) and Walt Disney (DIS) all set to report. We’ll be looking beyond the headline numbers to forward guidance, and any relevant commentary from management on how those companies intend to protect profit margins amid continued economic uncertainty.

TikTok-based HR conversations are coming for Gen Z workers

Wagnerokasaki | Istock | Getty Images

The start of the new year hasn’t alleviated any of the issues that plagued human resources professionals throughout 2022. Challenges surrounding quiet quitting, overall unhappiness, lower productivity, burnout, discontent with compensation, and layoff fears abound. But among the potential solutions that might offer some relief: TikTok.

Over the past year, dedicated spaces have emerged on TikTok where people and content creators can express workplace-related issues in a relatable and human way. Now, there’s an opportunity for companies to enter these spaces too, according to Lynda Folan, an organizational psychologist and managing director of Inspired Development Solutions, a management consultancy firm based in Australia.

“Especially among Gen Z, as they’re coming into the workplace, companies need to get agile about how we communicate with them,” Folan said. “We’ve always been nervous in organizations to talk about difficult things, and this platform gives people the opportunity to tell their stories in a safe way.”

“Content on TikTok accesses the younger generation in a direct way, so HR teams can set up space to communicate things like, ‘How do we deal with discrimination?'” Folan added. “Now, we can deal with those tough topics in a more accessible way than we have in the past.”

How TikTok can help human resources

When most employees start a new role, they’re required to go through a series of training sessions. Most of the time, companies will require the employee to attend in-person HR sessions or virtual HR webinars, sometimes annually, where they’ll hear about topics like avoiding workplace harassment, compliance and ethics training, and workplace-specific safety rules. These sessions can last a few hours, and often resemble more of a lecture than an interactive gathering.

“That’s just not how the younger generations communicate,” Folan said. “People can use platforms like TikTok to have small, quick conversations rather than these long-winded sessions, sitting down for three hours and talking about an issue.”

TikTok videos can last anywhere from a few seconds to up to three minutes, enabling HR teams to create quick videos about issues where employees can respond and raise concerns more openly, Folan said. This also helps HR teams facilitate an open dialogue with employees in a faster way.

“We can get messaging to people quickly, without having to get them together in groups,” Folan said. “The whole workplace format has been changing, with people working from home and in hybrid settings. You can’t always get people together so easily.”

As HR teams dedicate time and resources to creating TikTok content, it not only addresses concerns and issues faster in a digestible way, but it can also save time for employees.

Social media as an HR career

One of the more important skills that HR professionals need today is a keen sense of how to use social media on various platforms. It might even benefit an HR team to carve out an entire position, or even allow existing employees to dedicate time solely to TikTok content creation.

“We’ve got to change the way we look at communication in general, from an HR perspective,” Folan said. “Communication used to be either sending out a global email or bringing a group of people in to talk. Now your platforms of communication are so much more vast.”

“Organizations who have team members creating video content for TikTok specifically may benefit by connecting with a broader and more diverse audience than they may reach on traditional social media,” said Andre Ben Hamou, co-founder and leadership coach at PeopleStorming, a leadership development and coaching company.

PeopleStorming found several reasons how TikTok can help HR teams keep employees engaged, including how TikTok can replace traditional approaches to information dissemination that don’t yield great results.

Workplaces thrive with a diversity of opinions, backgrounds, and age groups, and social media helps this grow even further. For an HR team, Folan said you might have a traditionalist on the team who can communicate with older generations at the company, but you also need to have younger employees who are more agile with technology and can communicate with Gen Z.

“If you bring in young people onto your team, they already have a built-in, natural ability in the social media space, and they’re more likely to hop on and record a video of themselves without blinking,” she added.

Folan said HR teams, and any team within a company, stands to benefit from having younger workers to level up their internal communication methods and branch into spaces, like TikTok creation.

“It always amazes me the things that young people will talk about on platforms like TikTok, without any question, and it’s a missed opportunity for HR teams not to utilize it,” Folan said. “They’ll just openly talk about anything, which is super different from everything we’ve done before.”

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U.S. plans to stop buying Covid shots in the fall. What that means

A pharmacist delivers a COVID-19 booster dose at a Chicago CVS store in October.

Antonio Perez | Tribune News Service | Getty Images

The U.S. will stop buying Covid shots at reduced price for the entire country and shift vaccine distribution to the private market as soon as early fall, shifting the cost to U.S. insurers and uninsured Americans who stand to lose access to the free vaccines.

Dr. Ashish Jha, the White House Covid response coordinator, said in an an interview with UCSF Department of Medicine on Thursday that the shift to a private market will happen over the summer or early fall, though no exact date has been set.

A senior official with the Health and Human Services Department told CNBC the fall would be a natural time to transition to a private market, particularly if the Food and Drug Administration selects a new Covid strain for the vaccines and asks the manufacturers to produce updated shots ahead of the respiratory virus season.

For the past two years, the U.S. has bought the vaccines directly from Pfizer and Moderna at an average price of about $21 per dose, according to the Kaiser Family Foundation.

The federal government has required pharmacies, doctor’s offices and hospitals to provide these shots for free to everyone regardless of their insurance status.

If you have health insurance

When the federal Covid vaccination program ends, the shots will remain free for people who have health insurance due to requirements under the Affordable Care Act.

But uninsured adults may have to pay for their immunizations when Pfizer and Moderna start selling the shots on the private market and the current federal stockpile runs out. There is a federal program to provide free vaccines to children whose families or caretakers can’t afford the shots.

Jha said on Tuesday the planned switch is not tied to the end of the Covid public health emergency in May.

“The end of the PHE does NOT mean people will suddenly not be able to get the vaccines and treatments they need,” Jha wrote in a Twitter thread on Tuesday.

Watch CNBC's full interview with Moderna CEO Stephane Bancel

When the federal government no longer buys vaccines at a discount for the entire nation, individual health-care providers will purchase the shots from the vaccine makers at a higher price.

Moderna CEO Stephane Bancel told CNBC last month that the company is preparing to sell the vaccines on the private market as early as this fall. Pfizer CEO Albert Bourla told investors during the company’s earnings call this week that he is preparing for the vaccines to go commercial in the second half of the year.

Pfizer and Moderna have said they are considering hiking the price of the vaccines to somewhere around $110 to $130 per dose once the U.S. government pulls out of the vaccine program.

If you’re uninsured

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“Everyone in the U.S. regardless of their citizenship status or their insurance status is able to get a free vaccine as long as this federal stockpile lasts,” Cox said.

Sen. Bernie Sanders, I-Vt., slammed the vaccine price hike in a letter to Moderna’s CEO last month. Sanders, who chairs the Senate health committee, said the price hike would cost taxpayers billions via its impact on Medicaid and Medicare’s budgets.

“Perhaps most significantly, the quadrupling of prices will make the vaccine unavailable for millions of uninsured and underinsured Americans who will not be able to afford it,” Sanders said. “How many of these Americans will die from Covid-19 as a result of limited access to these lifesaving vaccines?”

Jha said this week that the Biden administration is committed to helping the uninsured access Covid shots and treatments.

“We are creating a whole separate set of efforts for the uninsured because the uninsured, of course, will not be able to get vaccines for free and treatments for free under the regular insurance system by definition,” Jha said Thursday. “We are working on a plan on that.”

The HHS official said one tool the federal government plans to use is a program called Section 317 that provides funding to procure and administer shots to uninsured adults at no cost.

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Here’s why you don’t bring a trader knife to a bull gunfight

The Charging Bull near Wall Street is pictured in New York.

Carlo Allegri | Reuters

We’ve been liberated from the bear ever since October when Treasury yields and the U.S. dollar peaked, even as the chattering classes refuse to acknowledge the bull — let alone one of the most powerful ones I’ve ever seen.

Trump campaign settles lawsuit, voids NDAs

Donald Trump speaks at a campaign rally in front of his airplane, March 12, 2016 in Vandalia, Ohio.

Brooks Kraft | Getty Images

Former President Donald Trump’s 2016 campaign, as part of a $450,000 settlement of a class-action lawsuit by a former campaign aide, agreed to void non-disclosure agreements that hundreds of campaign workers and volunteers had signed as a condition of their work.

The deal, revealed Friday in a court filing, ended a lawsuit filed by former Trump campaign aide Jessica Denson in U.S. District Court in Manhattan.

The settlement effectively invalidates all other NDAs signed by employees of the Trump campaign, potentially opening the door for them to publicly discuss events related to the 2016 race, and to Trump himself, without fear of potentially financially ruinous legal retaliation by him.

Trump, who defeated Democratic nominee Hillary Clinton in the 2016 race for the White House, for decades has required people who work for him to sign NDAs. In November, he announced that he will seek the 2024 Republican presidential nomination.

“This compromise is in fact a total victory for Jessica Denson, and all 2016 Trump campaign workers,” said David Bowles, a lawyer for Denson.

“The Trump NDA is invalid and unenforceable, and the campaign workers should never have had to live under its shadow,” Bowles said.

Representatives for Trump’s campaign did not immediately respond to a request for comment on the settlement, which was first reported Friday by the Bloomberg news service.

Lawyers for the campaign had said in a court filing that “the Campaign represents that on its own volition it notified all of these employees, contractors, and volunteers in a signed writing that they are ‘no longer bound by these non-disclosure and non-disparagement provisions.'”

Last April, an arbitrator ordered Trump’s 2016 campaign to pay $1.3 million in legal fees to Omarosa Manigault Newman, the former “Apprentice” star whom the campaign unsuccessfully sued over a book about her tenure as a White House advisor.

That award came months after the same arbitrator ruled that the non-disclosure agreement she had signed while working on Trump’s campaign was invalid under New York law, citing the decision regarding Denson’s agreement.

Denson filed her lawsuit in 2020, saying that the Trump campaign tried to silence her after she went public with allegations that she was the target of abusive treatment and sexual discrimination by another member of the campaign.

Denson’s lawyers in court filings said the NDAs that she and others had signed were too broad under the law.

The attorneys cited language that prevents the disclosure of information “that Mr. Trump insists remain private” and which blocks anything that could be “demean[ing] or disparag[ing] publicly” about him.

Judge Paul Gardephe in a March 2021 ruling declared the non-disclosure and non-disparagement provisions invalid for Denson, setting a potential precedent for future cases regarding the NDAs.

The Trump campaign will pay $450,000 in the settlement, the vast majority of which will cover Denson’s lawyers’ fees and costs.

Denson herself will get $25,000 under the deal.

Prior to the settlement, the 2016 Trump campaign said it would release all employees, contractors and volunteers from any non-disclosure or non-disparagement agreements.

Before the deal was finalized, Trump’s campaign attempted to seal the monetary terms of the settlement on the grounds that it could hurt its ability to negotiate similar legal settlements in the future.

Gardephe denied that request last month.

U.S. military shoots down suspected Chinese surveillance balloon

A balloon flies in the sky over Billings, Montana, U.S. February 1, 2023, in this picture obtained from social media.

Chase Doak via Reuters

The U.S. military on Saturday shot down a suspected Chinese surveillance balloon that had been transiting across the country for several days, according to NBC News.

Department of Defense officials have not yet confirmed the balloon being shot down.

The high-altitude balloon, which is estimated to be the size of three school busses, was floating over U.S. territorial waters when it was taken down. TV footage shows the balloon bursting in a small explosion before falling into the water. Officials will attempt to recover the debris, according to NBC News.

The Federal Aviation Administration issued a ground stop in parts of North Carolina and South Carolina and closed additional airspace on Saturday afternoon. The departures were paused “to support the Department of Defense in a national security effort,” a representative told CNBC.

President Joe Biden broke his silence about the balloon for the first time Saturday, telling a group of reporters, “We’re going to take care of it.”

The balloon was initially spotted over Billings, Montana, on Wednesday. Defense officials said the Pentagon considered shooting down the balloon earlier this week but decided against it after briefing Biden. The decision was made in consultation with senior leaders, including Joint Chiefs of Staff Chairman Gen. Mark Milley and Defense Secretary Lloyd Austin.

Biden concluded that the U.S. would not shoot down the balloon because debris from it could cause damage on the ground, a Pentagon official said. Moreover, any information the balloon collects would have “limited additive value” compared with China’s spy satellites.

China’s Foreign Ministry said Friday that the balloon was a civilian weather airship intended for scientific research that was blown off course. It described the incident as a result of a “force majeure” for which it was not responsible.

This claim was summarily dismissed by U.S. officials. A senior Pentagon official told reporters Thursday night that the object was clearly a surveillance balloon that was flying over sensitive sites to collect intelligence.

“We have noted the PRC statement of regret, but the presence of this balloon in our airspace is a clear violation of our sovereignty as well as international law and is unacceptable that this has occurred,” the official said.

The presence of the balloon prompted U.S. Secretary of State Antony Blinken to indefinitely postpone what was to be an already tense trip to China on Friday.

The visit was intended to reinforce communication and cooperation between the two countries as tensions have deepened over China’s increasing military aggression toward Taiwan and closer alliances with Russian President Vladimir Putin.

Instead, Blinken told China’s director of Central Foreign Affairs Office, Wang Yi, in a phone call Friday that the balloon was an “irresponsible act and a clear violation of U.S. sovereignty and international law that undermined the purpose of the trip,” according to a readout of the discussion.

This story is developing. Please check back for updates.

—CNBC’s Christina Wilkie and Amanda Macias contributed to this report