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Behind the deals and deal-makers

Archive for October, 2007

October 31st, 2007

Jag auction accelerates to finish line

Posted by: Megan Davies

jag21.jpgLike any sexy asset up for sale, Jaguar is attracting a lot of attention.

At least five bidders are expected to throw their hats in the ring by Friday when second round offers are due for the iconic carmaker put up for sale by U.S. automaker Ford. Land Rover is also included in the assets on the block.

Among bidders accelerating to the finish line are India’s Tata Motors, buyout firms One Equity, Ripplewood and TPG and British financier Guy Hands’ Terra Firma.clark.jpg

But there’s a sixth mystery party thought to be putting a bid into gear.  Purely speculatively, we’re wondering if some of those named as interested in buying Chrysler when that automaker was up for sale would also be interested — such as Canada’s Magna.

Whoever buys Jag will have a challenge living up to the car’s glamorous past — driven by movie stars, pop stars and celebrities from George Best to Clark Gable.

(pictures: Jaguar Web site and www.clarkgable.com)

October 31st, 2007

No wonder O’Neal has Goldman on the mind

Posted by: Michael Flaherty

941park.gifIf you’re wondering why ousted Merrill CEO Stan O’Neal was apparently obsessed with comparing his firm’s performance to that of Goldman Sachs, look no further than 941 Park Avenue.
    
That’s right, O’Neal and Goldman CEO Lloyd Blankfein live in the same building at Park and 81st. 

The New York Times Dealbook points this out in a blog post about the opposite direction the two men are headed. Goldman’s stock hit $245 on Wednesday, it’s highest level since the firm went public in 1999. Meanwhile, Merrill’s shares have been battered lately, hit by the whopping $8.4 billion write-down it took from bad subprime mortgage bets.
Stan O’Neal was swiftly shuttled out of his CEO spot. Blankfein, by contrast, is shining in his role at Goldman, the bank whose quarterly numbers impressed while the others mostly disappointed.

The Wall Street Journal pointed out that O’Neal used to wonder aloud to managers why their numbers didn’t stack up to Goldman Sachs. Of course, most of Wall Street compares themselves to Goldman. But in O’Neal’s case, that comparison was apparently a little closer to home.
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Speaking of the home, New York Magazine calls the co-op a “plush-but-not-too-plush building at 81st Street that was also home to Tom Brokaw and Claude Arpels.”

Dealbreaker says: “Suddenly, Stan’s obsession with Goldman’s earnings is starting to make sense.” Indeed, maybe it is.

(Photo. Top, 941 Park Ave., http://www.thecityreview.com. Bottom, Stan O’Neal, Reuters file)

October 31st, 2007

Daily Briefing: Rush Hour

Posted by: Chris Kaufman

tomtom.jpgTomTom, Europe’s top digital navigator can hardly be surprised that U.S. competitor Garmin has swooped in with a 2.3 billion-euro ($3.3 billion) offer for Dutch digital map provider Tele Atlas, and based on investor reaction Garmin should brace for more. TomTom offered to buy Tele Atlas for 1.8 billion euros in July. Then Finnish cellphone maker Nokia offered $8.1 billion for U.S.-based Navteq, Tele Atlas’s only global competitor, signaling the consolidation was underway. Bloomberg reports the bidding war is moving into high gear, quoting Jesper Kruger, who helps manage about $64 billion at ATP in Copenhagen as saying TomTom could increase their offer by at least 20 percent. The FT says Garmin has invited the Tele Atlas board to a meeting within the next week to seek support, but has said it will pursue the offer even if it is not backed by the board.

The Deal Journal asks whether Bank of America’s push to get its name into investment banking league tables will be remembered for its brevity as it slashes 1500 heads from investment banking. It references an article from today’s WSJ noting that new investment-banking head Brian Moynihan is seen as “presiding over a business soon to be dismantled.”

The New York Times reports Sony Pictures Entertainment could sell half of its young animation studio, which generated recent hits “Surf’s Up” and “Open Season” and could unload even more of its digital visual-effects company, which worked on “Stuart Little,” “The Polar Express” and the “Spider-Man” movies. “Sony Pictures, a unit of the Sony Corporation, has hired the investment bank Houlihan Lokey Howard & Zukin to assess the value of the two divisions. An outright sale of both, which is possible, could bring around $500 million. All told, Sony has invested more than $400 million in the animation and effects businesses over the years.”

October 30th, 2007

Sepracor may have value to GSK, other suitors

Posted by: Jessica Hall

lunesta-logo.gifDrug company Sepracor Inc., which posted better-than-expected third-quarter earnings and announced 300 job cuts, could be an attractive takeover target for a large pharma partner such as GlaxoSmithKline, an analyst said on Tuesday.

“We think Sepracor represents great value for a potential suitor, including GlaxoSmithKline, which is Sepracor’s European marketing partner for Lunesta,” said analyst Jon LeCroy at Natixis Bleichroeder.

“Using break-up valuation, we think Sepracor assets could be worth in excess of $40 per share to a bigger company, and our breakup valuation (50% of our target price) is approximately $45 per share,” LeCroy said.

Sepracor’s third-quarter earnings fell short of the year-ago results, but still topped analysts’ forecasts due to fewer expenses for sales and marketing and lower research and development costs. The company has struggled with increased competition to its insomnia drug Lunesta and a reduction in the level of reimbursement for its respiratory drug Xopenex.

“While the future of Xopenex revenues is uncertain, its limited remaining patent life makes it a minor contributor to Sepracor’s value and therefore should not impede an acquisition at these levels,” LeCroy said.

On a conference call with analyst, Sepracor’s CEO Adrian Adams said the company is actively seeking to license products from other companies to help bridge the gap until it brings its own new products to market, and he didn’t rule out forming a partnership to help defray development costs.

Sepracor could not be immediately reached for comment.

(Image: Sepracor product Lunesta)

October 30th, 2007

For US funds, the MidEast courtship continues

Posted by: Michael Flaherty

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The courtship continues between Middle East sovereign funds and U.S. private investment firms.

Hedge Fund Och-Ziff has signed an agreement with Dubai International Capital LLC and its unit, DIC Sahir Ltd, to sell 9.9 percent of its outstanding Class A shares to DIC Sahir, pursuant to the IPO.

Carlyle Group said last month it’s selling a 7.5 percent stake to an investment unit of the Abu Dhabi government for $1.35 billion. That stake gives Carlyle a valuation ($20 billion), which comes in handy when trying to value shares of the firm should they go public.

Will KKR seek a stake from a Gulf oil state? Maybe TPG? Or will they look further east to Asia for such an infusion, as the Financial Times reports today.

Regardless of who does what, Monday’s announcement from Och-Ziff proves that the Carlyle-Abu Dhabi deal was not a one-off situation. Indeed, private equity firms and hedge funds alike are looking to foreign government for funding, and getting plenty of responses. For the investment firms, it gives them a cash infusion they’d otherwise have to go out on the road to raise, and it gives them a key partner in a region they’re presumably interested in doing business.

The infusions also establish a valuation for the firm, which helps when, or if, it comes time to bring the firm public.  The move by Och-Ziff is similar to that of Blackstone Group when it got China to pour in $3 billion for a stake before it went public.

For the oil rich gulf states, the investments allow them to diversify their holdings and expand abroad. To get a sense of their appetite for foreign holdings, look at their activity centered on U.S. exchanges.

New York-based Och-Ziff chose a tough time to go public, as the credit crunch and subsequent lending pull back have crushed shares of Fortress Investment Group and Blackstone Group since the two firms went public this year. Despite all that, Daniel Och’s firm is still plugging along with its IPO plans, albeit a smaller one than they’d hoped.

Which of course brings us to the question: What’s up with KKR’s IPO? 
    
KKR filed with the SEC to go public weeks before the credit crunch took hold. While Och-Ziff is pushing ahead, with the help of Dubai, what will Henry Kravis do? In addition to trips to Asia, as the FT reports, perhaps he’s heading to the Middle East for a chat with some sovereign funds?

Also, it’s worth noting is that Och-Ziff’s IPO prospectus features no fewer than 15 underwriters, right there on par with Blackstone’s underwriting team.

(Photo. Dubai Internation Capital CEO Sameer al-Ansari, Reuters file)

October 30th, 2007

Exchange deals keep on keeping on

Posted by: Jonathan Keehner

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The rapidly consolidating world of exchanges just got a little tighter.

The NYSE is partnering with BIDS Holdings, an alternative trading system, to compete for block stock trading. The Big Board is also making an equity investment in BIDS, which is owned by Wall Street firms like Citigroup, Credit Suisse and Deutsche Bank. 

The deal proves that while credit markets have slowed the pace of most dealmaking, financial exchanges keep chugging along.

The new venture, which will compete with established block trading systems like Liquidnet and ITG, may prompt a response from the NYSE’s archrival Nasdaq — or one of the other exchanges jockeying for position in U.S. equity markets.

It comes on the wake of a globe-crossing deal announced last month, in which Nasdaq agreed to swap stakes with with Borse Dubai, increase its bid for Stockholm-based OMX and possibly gear up for another run at the London Stock Exchange.

New trading technology is driving the exchange consolidation wave, as investors crave the fastest ways to buy and sell stock, bonds and complex derivatives. Strategic buyers have been able to conduct deals without private equity firms getting in the way, as the highly regulated space is not one that has attracted majority leveraged buyouts.

(Image: NYSE CEO John Thain (left), Yours Truly, (right). Reuters file)

October 30th, 2007

Daily Briefing: Suitors for Saks

Posted by: Chris Kaufman

**Icelandic investor Baugur Group is mulling a possible joint bid with Dubai-owned Landmark Group for luxury department store Saks Inc. Saks shares have risen nearly 14 percent since October 1 on takeover speculation. Women’s Wear Daily reported on October 15 Saks could be opening up to the possibility of a sale to at least two buyers. Baugur was touted as a possible candidate at the time, but the New York Post reported Saks would not consider an offer until after the holiday season. Saks’ stock jumped 9 percent after hours on Monday after an SEC filing detailed stakes built up by the two firms. Saks has been overhauling its business and renovating stores after shedding its mid-tier chains in 2005 and 2006. 
    
** Deal Journal leads on the debate over private-equity taxes and Congressman Charles Rangel’s “mother of all tax bills”, polling lobbyists and Capitol Hill insiders for their take. “Rangel’s massive tax package doesn’t have enough support to make it through the House in its current form. As a result, Rangel is likely to pull out two “must pass” portions of his bill and introduce them as separate measures this week. One is the one-year exemption for the alternative minimum tax, a tax intended for the wealthy but that ensnares an ever-widening slice of the middle class. The second is a basket of tax credits (for research & development, and mortgage insurance payments, for example) that are considered widely popular.” 
    
arod.jpg** The New York Times notes that Alex Rodriguez’s decision to spurn the Yankees and test his worth as a free agent may have fans smarting, but not on Wall Street, where the $30 million a year he is thought to be seeking doesn’t seem so big. “Not only do I have no problem with it, I’m cheering him on,” James L. Melcher, founder and chief executive at Balestra Capital, a hedge fund in New York, told The Times. “Ballplayers work every day, they risk serious injury, and they travel all the time. I don’t begrudge him a penny.” Perhaps a Blackstone softball team could make a competitive offer, if next year’s tax bill doesn’t get out of hand.

October 29th, 2007

Daily Briefing: Icahnic Position

Posted by: Jonathan Keehner

Investor Carl Icahn speaks at the Wall Street Journal Deals & Deal Makers conference, held at the New York Stock Exchange**A busy weekend for activist investor Carl Icahn (pictured left), who is seen gearing up for a proxy battle with software firm BEA Systems. This morning BEA’s board said it sent its biggest shareholder a letter saying it is still looking at ways to maximize shareholder value, including the possible sale of the company, after a bid from Oracle expired on Sunday. But it reiterated its opposition to selling the company at $17 per share, which is what Oracle had proposed to pay in the offer that it withdrew last night. 
    
** Meanwhile, the Wall Street Journal reports Icahn sees healthy returns for Biogen Idec shareholders from a sale to big pharma. “As Mr. Icahn sees it, biotechs — whose drugs are made of proteins instead of simple chemicals — have robust development pipelines that traditional drug companies need in an era when many of their top products will soon lose patent protection.” Skeptics question the pump power of Biogen’s pipeline and say its existing products might face sales pressure.
    
**A preliminary proxy filing for SAP’s $5.7 billion acquisition of Business Objects reveals that the another bidder was cut from the process, according to TheDeal.com. “The French proxy, which has not been filed in the US, shows that there were two other bidders that approached BO,” the report says, quoting an arb source as saying the bidders were Oracle Corp and IBM Corp.
    
**Oil refiner Tesoro Corp said it would review an unsolicited proposal by Kirk Kerkorian’s Tracinda Corp to buy a minority stake in the company for about $1.4 billion, but urged shareholders to take no action on the offer. On Friday, Tracinda said it would make a tender offer to acquire up to 16 percent of Tesoro for $64 per share. The offer for up to 21.8 million shares was valued at $1.4 billion. Tesoro said it would advise shareholders within 10 days about its view on the offer and its reasons for that position. 
    
**Canada’s Barrick Gold says it will acquire Arizona Star Resource Corp in a “friendly” cash deal worth C$773 million ($805 million) that gives it majority rights to the Cerro Casale Project in Chile. Barrick, the world’s No.1 gold producer, is offering C$18 per share, which the companies said represents a 27 percent premium over Arizona Star’s 20-day volume-weighted average trading price on the Toronto Stock Exchange Venture Exchange.  
    
(Reporting by Jim Finkle in Boston, Jessica Hall in Philadelphia and Jonathan Spicer in Toronto)

October 26th, 2007

BEA and Oracle - who moves next?

Posted by: Megan Davies

chess.jpg

It has reached stalemate in Oracle’s battle to buy BEA Systems.

Oracle, frustrated with BEA’s repeated rebuffal of its $6.7 billion offer, set a deadline of Sunday evening for the target to accept. BEA, which made the unusual step of naming the price it would be happy with — $8.2 billion – isn’t impressed.

But deadlines can be broken and wishes don’t always come true.

So far, no one’s stepped up and answered BEA shareholder Carl Icahn’s call for counter-bids or BEA’s call for a deal at its own price.

“When you throw out the cry for help and nobody responds, you kind of know what the market is saying about it — the cold hard facts stand up there in your face,” said Murray Beach, president of technology-focused investment bank Boston Corporate Finance.

So far, none of the most obvious white knights such as Hewlett-Packard, have made a counter-move. Industry sources say that while none of Oracle’s competitors want BEA to be bought by the giant, there isn’t any enthusiasm to bid against Oracle.

If the process drags on, it could hurt BEA’s business, echoing Oracle’s hostile takeover of PeopleSoft.

“You saw this with PeopleSoft,” said Beach. “They resisted and resisted and resisted and … customers became uncertain about what was happening.”

“Eventually what happens is that BEA wounds itself so much that the price comes down to where Oracle is or they’ll accept Oracle’s offer,” he added. “This cannot go on for a long time and have BEA do well in the market for its customers.”

October 26th, 2007

Record month for LBO volume lands body blow to banks

Posted by: Jonathan Keehner

default8.jpgOctober ranks as the largest-ever month for completed leveraged buyouts, those debt-ladden deals that are giving Wall Street a bad case of indigestion.

Led by TXU, the largest completed LBO at $32 billion, global buyout volume this month already stands at $119.8 billion via 112 deals, according to Dealogic. The second highest month was in November 2006 with $84.0 billion via 175 deals that closed.

While such a record would seem worthy of champagne and cigars, it’s actually inflicting a lot of pain on Wall Street. Indeed, the huge volume of deals this year followed by the credit crunch dealt a big body blow to banks.

Crapulous investment bankers are struggling to find buyers for leveraged loans that financed the deals — which, combined with writedowns on mortgage loans, have cost the banks billions –  and maybe Merrill’s Stan O’Neal his job.

If anything, the record LBO closure record this month is a sign of the peak– welcome news for banks getting hammered by writedowns. Dealogic’s stats on buyouts completed globally is below.

Completed  Value $ Bln  Deal # 
1995 20.65  297 
1996  32.69  386 
 1997 45.43  551 
 1998 69.34  721 
 1999 102.71 1,047 
 2000 106.42  1,294 
 2001 71.42  641 
 2002 88.26  686 
 2003 138.03  861 
 2004 211.27  1,165 
 2005 294.91  1,880 
 2006 467.58  2,217 
 2007 YTD 630.32  1,779 
 2006 YTD 295.22  1,802 
 % Y-O-Y 114%  -1% 

(Photo. Librado Andrade of Mexico is sent to his corner by referee Jay Nady after knocking down Yusaf Mack of Pennsylvania during their super middleweight fight at the Mandalay Bay Events Center. Reuters file)