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DealZone

Behind the deals and deal-makers

April 22nd, 2009

Did the crackdown on illegal workers cost Apollo $76.5 mln?

Posted by: Phil Wahba

tomatoEuroFresh, a leading producer of greenhouse tomatoes and cucumbers, filed for Chapter 11 bankruptcy protection Tuesday, partly blaming crackdowns on undocumented migrant workers for its woes.

In a bankruptcy filing in Arizona, where it is based, EuroFresh essentially said the government’s actions has raised demand for workers with legal papers, making them scarce.

“The pool of illegal immigrant labor in the area surrounding the Facilities shrank, creating higher overall demand for legal immigrant labor,” the company complained.

One might wonder whether this particular bankruptcy might prompt investors such as Apollo Investment Management, Barclays and JP Morgan, which hold millions of dollars to join the ranks of corporations such as Microsoft urging immigration reform including more visas.

As unsecured creditors, pretty much at the bottom of the totem pole, the three investors stand to lose $76.5 million, $47 million and $35 million respectively because of the bankruptcy.

April 15th, 2009

Barclays’ moves to escape bailout

Posted by: Chris Kaufman

BRITAIN-BANKS/Investors have welcomed the prospective £3bn (US$4.4 billion) sale of iShares by Barclays, which gives strong hope that the bank can avoid accepting a UK Government bailout and its implicit restrictions.

Since the deal announcement, Barclays’ shares have risen by 26 percent to 198.8p, their highest point since October, when a rescue £7.3bn financing was arranged with royal potentates from Qatar and Abu Dhabi. These Gulf investors agreed to subscribe for an effective 31percent stake through separate issues at 153.3p and 197.8p. Now, both slugs are “in the money”. However, that cash has not come cheaply.

The £4.3 billion of mandatorily convertible notes, which must be converted into shares at 153.3p by the end of June, receive a 9.75 percent coupon. And the £3 billion of reserve capital instruments pay 14 percent annually, or £420 million, for 10 years. They have warrants convertible at 197.8p.

The iShares proceeds could neatly pay off the holders of the reserve capital instruments. Removing that shackle is the aim of chief executive John Varley, and Barclays Capital boss Bob Diamond in particular. Then dividends could flow freely again. Diamond’s other goal is to make Barclays Capital an investment bank to challenge the few remaining serious players with global scope, such as JP Morgan, Goldman Sachs, Morgan Stanley, Deutsche and the Swiss banks.

The purchase of Lehman’s US advisory business, together with heavy recruitment across the Middle East and Asia, are helping Barclays catch up. But Goldman is extending its lead, after Monday’s strong first-quarter results and $5 billion share sale plans. The money Goldman raises will help pay back US Government funds. Barclays wants to pay off its Gulf rescuers too. However, the iShares sale will only add £1.5 billion net to Barclays balance sheet, bearing in mind iShares’ £1.5 billion book value.

So to pay off the reserve capital instruments and keep Tier 1 capital above the expected 7.2 percent, a higher bid needs to be found. The novel “go-shop” deal structure gives Varley and Diamond until June 18 to solicit such offers. However, a higher bid is unlikely. CVC has offered a generous 10 times historic EBITDA and Barclays is already putting up debt worth 70 percent of the sale price.

Selling all of Barclays Global Investors is an alternative. That could raise £6.73 billion on the same valuation as CVC’s offer for iShares, the smaller but higher margin part of the business.

Reporting by Chris Spink, from Acquisitions Monthly

(PHOTO: A video grab image shows Chief Executive Officer (CEO) of Barclays, John Varley, speaking to the House of Lords Economic Affairs Committee in London March 17, 2009.  REUTERS/Parbul TV via Reuters TV)

March 24th, 2009

Goldman: short East, long West?

Posted by: Chris Kaufman

FINANCIAL/GOLDMANSACHSFew can claim to have ever gotten very rich betting against Goldman Sachs. The bank is reported to be cutting its stake in Industrial and Commercial Bank of China and perhaps buying into exchange-traded funds provider iShares.

The Wall Street Journal reports Goldman and ICBC have been talking. Goldman’s 4.9 percent stake in ICBC is worth about $8.5 billion. The timing of a sale seems right, as a lock-up period tying Goldman’s hands ends late next month. The Journal reported Goldman could raise more than $1 billion by selling 15-20 percent of its holding.

Over the last few months, others have also beaten a retreat from China and other points East as risk aversion has grown to dizzying heights. But other financial heavyweights, notably Citigroup, had to repair tattered balance sheets, while Goldman appears to be acting from a position of relative strength. The New York Times reports Goldman plans to pay back the $10 billion it borrowed from U.S. taxpayers last fall — perhaps within the next month.

And a stake sale sanctioned by Goldman’s rocket scientists hardly indicates the direction of the herd. A vocal band of revolutionary economists and financial wizards expects China to take over from the United States as the global growth engine and is adding to bets in the People’s Republic. HSBC recently redistributed some of its wealth into China after cleaning house in the U.S. mortgage-banking market.

Goldman is in talks with Barclays about buying the British bank’s iShares unit, a source familiar with the situation said, adding another name to the growing list of possible bidders. Sources said over the weekend that private equity groups Hellman & Friedman, Bain Capital and TPG had all shown interest in iShares, so a rare bit of pricing power could be emerging for the Barclays unit, which could raise up to $5 billion.

Deals of the day:

* Consulting firm BearingPoint Inc said it agreed to sell a large portion of its public services unit to Deloitte for $350 million.

* Stifel Financial Corp said it would acquire up to 55 branches of UBS Wealth Management Americas to expand across the United States in a deal that will boost the investment bank’s profit in the first year.

* Global energy giants BP, Eni and Shell are eyeing possible bids for Australia’s No.3 oil and gas firm Santos, which one analyst valued at around $7 billion, but a bid from China looks unlikely, dealmakers say.

(PHOTO: The flags of the U.S. and China hang outside of 85 Broad Street, headquarters for the investment bank Goldman Sachs in New York, October 23, 2008. REUTERS/Brendan McDermid)

January 26th, 2009

Evercore gets league table boost; Lazard left in the cold

Posted by: Jessica Hall

Pfizer Inc’s $68 billion deal to buy Wyeth gave boutique investment banking firm Evercore Partners a huge jump in the rankings of merger advisers, while Lazard Ltd got left on the sidelines.

One mega-deal was enough to catapult Evercore, which advised Wyeth along with Morgan Stanley, into the list of Top 10 advisers. Evercore now stands at No. 7 for the global and U.S. rankings, up from No. 24 and No. 16 in 2008, according to data from Thomson Reuters.

Morgan Stanley stands at No. 2 globally with 15 deals, and No. 3 in the United States with 10 deals, according to Thomson Reuters.

Pfizer had an army of advisers that included Bank of America, Merrill Lynch, Goldman Sachs, JP Morgan, Barclays and Citigroup. Bank of America Merrill Lynch leads the global league tables, while Barclays Capital leads in the United States, according to Thomson Reuters.

One name missing from today’s news was Lazard, which has been Pfizer’s most active adviser going back to the early 1990s, according Thomson Reuters.

Lazard has advised Pfizer on 15 deals, including its $89 billion purchase of Warner-Lambert Co  in 1999 and $61 billion acquisition of Pharmacia Corp in 2002, the data showed.

Lazard did not immediately return calls seeking comment.

June 27th, 2008

Herd on the Street

Posted by: Chris Kaufman

Men herd cows and calves belonging to the Hogan family after branding near BoulderOnce upon a time, bank analysts were uniformly upbeat on investment banks. “Sell” ratings were nearly unheard of, and potholes in balance sheets were never as big as the huge, routine earnings beats. Now, with Goldman Sachs’s sector u-turn perhaps at the apex, there is plenty of mud to go around. Today’s hit list includes Barclays, the recipient of 4.5 billion pounds in balance-sheet aid this week. Citigroup says Britain’s third-biggest bank may need to raise a further 9 billion pounds and could take more significant write-downs. Lehman Brothers analyst Roger Freeman took aim at Merrill Lynch, saying the big broker will probably see $5.4 billion of write-downs in the second quarter, mainly from its exposure to monolines. Freeman raised his write-down view by $3 billion for Merrill, making his estimate the highest among Wall Street analysts.

Merger activity in the United States dropped 29 percent in the second quarter, faring better than the 40 percent global slump, as corporations filled the void left by buyout firms and targeted big consumer brands such as Anheuser-Busch and Wrigley. “Strategic buyers see an opportunity here due to the absence of the financial buyers. For the last 24 months, prior to the downturn, strategic buyers were getting outbid by financial buyers. That’s not happening now,” said Bob Filek, a partner with PricewaterhouseCoopers’ transaction services. During the first half of the year, private equity deal volume dropped 85 percent in the U.S. and 76 percent globally, according to Thomson Reuters data.

A couple more European banks have increased their China exposure. Deutsche Bank signed a deal with Shanxi Securities to set up an investment banking venture, a source with knowledge of the deal said on Friday. Deutsche planned to take 33 percent of the envisioned Beijing venture, the most allowed. Beijing this year re-opened its coveted but shuttered securities industry to foreign firms after a hiatus of more than a year to let local players merge and strengthen. Several banks, including BNP Paribas, have since expressed an interest in setting up local ventures. Chinese stock markets have shed nearly half their value this year, but foreign banks remain keen on securing a foothold there with an eye on the longer term. Royal Bank of Scotland has won approval from Chinese regulators to buy a nearly 20 percent stake in Suzhou Trust as it expands in corporate banking and wealth management services in China, sources with direct knowledge of the situation said. Suzhou Trust is a mid-sized trust and investment firm.

Other deals of the day:

* French insurer Groupama said it had bought Turkish insurers Guven Sigorta and Guven Hayat for 350 million lira ($287 million) from the TTKMB association of agricultural credit cooperatives.

* Telstra, Australia’s largest telephone firm, expects strong revenue and profit growth at its newly acquired Chinese online advertising websites.

* Mexico’s KOF, the world’s second-largest bottler of Coca-Cola drinks, said it acquired Brazilian soda maker and brewer Refrigerantes Minas Gerais Ltda for $364.1 million.

* New Zealand dairy cooperative Fonterra and National Foods have had talks about a possible joint bid for Australia’s Dairy Farmers, which is valued at up to A$1 billion ($961.5 million), a source familiar with the situation said.

* Russian mid-sized bank InvestTorgBank said its Russian owners had sold just under 40 percent of the bank in two stakes for a total of 5 billion roubles ($213 million).

* Australian-listed miner Herald Resources advised its shareholders to decide themselves on which of two rival takeover bids to accept.

June 25th, 2008

Qatar Hero

Posted by: Chris Kaufman

guitar-hero.jpgInvestors buying freshly diluted equity has become something of a refrain in Europe. Barclays raised 4.5 billion pounds ($8.8 billion) from investors including Qatar and Japan’s Sumitomo Mitsui to rebuild capital and pursue growth. That drove the London bank’s shares up more than 5 percent. Existing shareholders will get a chance to buy up to 4 billion pounds of shares at a discount, with outside “anchor” investors underwriting the fundraising. The fact that the capital raising was well-flagged and successfully completed was enough to encourage buyers.

Also rising 5 percent were shares of UBS, as the New York Post reported the Swiss banking giant has hired Lazard to conduct a strategic review, lending a touch more credence to the talk that the bank is looking to split its wealth management and investment banking businesses. UBS’s share could also be reacting to the Barclays news, which shows that sovereign wealth funds haven’t gone into hiding.

Qatar, which on Tuesday agreed to sell 25 percent of its stock market to NYSE Euronext, is in talks with London and German stock exchanges about new partnerships, according to Al Arabiya Television. Qatar, the world’s biggest exporter of liquefied natural gas, agreed to sell a stake in the Doha Securities Market for $250 million in a bid to become the booming region’s financial hub. “Qatar is in talks with the London Stock Exchange and the bourse in Germany to build new strategic partnerships,” Al Arabiya Television reported, citing Hussein al-Abdullah, executive board member for the $60 billion Qatar Investment Authority.

Other deals of the day:

* Dalian Port plans to buy an 18.9 percent stake in Jinzhou Port for about 1.91 billion yuan ($278 million) to become its second-biggest shareholder and a strategic partner, Jinzhou Port said.

* Chinese steel mills are seeking to buy an equity stake in Australian iron ore prospector Brockman Resources, Managing Director Wayne Richards said, adding that his firm was open to an approach.

* Idea Cellular, India’s fifth-largest mobile operator, said it would buy Spice Group’s 40.8 percent stake in another mobile firm, Spice Communications, at 77.3 rupees per share.

* Sweden’s Assa Abloy said it had bought Rockwood Manufacturing, a maker of door hardware in the United States, for an undisclosed sum.

* China’s Changsha Zoomlion Industry Science and Technology Development said it had won a joint bid with Goldman Sachs and two other investors to buy Italy’s Compagnia Italiana Forme Acciaio SpA, or Cifa, for 271 million euros ($421.9 million).

* Progress Software Corp said it will buy IONA Technologies PLC , a software integration technology company, for $106 million.

* Southeast Asia’s largest property developer CapitaLand said it had paid S$250 million ($183 million) for 62 percent of a retail mall in Malaysia.

June 20th, 2008

All aboard the Orient Express

Posted by: Adam Pasick

barclays1.jpgJapan’s Sumitomo Mitsui Financial Group may invest about $926 million in British bank Barclays, people familiar with the matter told Reuters, the latest in a string of subprime-hit Western lenders increasingly turning to Asia for funding. Japan’s third-largest bank is also considering a business alliance in Asia with Barclays, which is expected to raise about $8 billion from sovereign wealth funds and other investors and then offer shareholders the right to buy on the same terms. If Sumitomo Mitsui opts to invest it would give the Japanese bank a stake of just over 2 percent. Up to five outside investors are also expected to participate, and backers may include existing Singapore-based sovereign wealth fund Temasek and China Development Bank, plus the Qatar Investment Authority.

Steve Ballmer insisted Microsoft will not seek to make a spate of other Internet acquisitions (Facebook, we’re looking at you) in the wake of its failed bid for Yahoo, according to the Financial Times. “People don’t understand what they’re talking about,” Ballmer said. “At the end of the day, this is about the ad platform. This is not about just any one of the applications.” Meanwhile, over at Yahoo, a spate of executives are reported running for the hills, just as the company is trying to justify its decision to go it alone and to repel Carl Icahn’s proxy fight. Among the departed: Flickr co-creator Stuart Butterfield, whose bizarrely hilarious resignation letter could best be summed up as: “There Will Be Tin.”

The fate of the world’s largest leveraged buyout hangs in the balance ahead of Friday afternoon’s decision by the Supreme Court of Canada on whether BCE treated its bondholders unfairly in agreeing to a $34.8 billion ($34.5 billion) takeover. Ontario Teachers’ Pension Plan, with U.S.-based private equity firms Providence Equity Partners, Madison Dearborn Partners and Merrill Lynch Global Private Equity, are offering C$42.75 a share to take BCE, parent of Bell Canada, private.

More Deals of the Day:

** France Telecom declined to comment on a report in French paper Les Echos that it might be ready to make new concessions to improve its $41 billion cash-and-share offer for rival TeliaSonera.

** Malaysia’s second-largest lender, CIMB Bank, has agreed to buy a 42 percent stake in Thailand’s BankThai for about 5.9 billion baht ($177 million), the Bank of Thailand said on Friday.

** France’s leading sugar producer Tereos abandoned plans on Friday to bid for the sugar business of Danish food group Danisco, saying it would instead look for alternative acquisitions.

** Private equity firm Bain Capital will launch a $445 million bid to buy out Japan’s D&M Holdings Inc, the maker of Denon audio equipment, from U.S. buyout firm Ripplewood and the other shareholders.

** Australian-listed miner Indophil Resources NL said it had received a A$488 million ($465 million) bid that trumped a hostile offer from Xstrata Plc, and recommended shareholders take it.

** South Korean food group Dongwon said it was in talks to buy the StarKist seafood business from Del Monte Foods Co, sending shares of its key units higher.

** AviChina Industry & Technology Co Ltd said its controlling shareholder, China Aviation Industry Corporation II, was proposed to merge with China Aviation Industry Corporation I.

** Hynix Semiconductor Inc, the world’s No. 2 memory chip maker, said it would buy a 2 percent stake in Taiwan-based chip design house Phison Electronics Corp.

** Investment firm Guiness Peat Group Ltd said it had reached its target 35 percent stake in New Zealand insurance and fund management company Tower Ltd.

** Ithaca Energy Inc said it has received an unsolicited non-binding offer from Endeavour International Corp. The offer consists cash and shares at an indicative price of $3.25 per Ithaca share, it said.

** Norwegian offshore driller Prosafe Production sold its 30.1 percent stake in peer Teekay Petrojarl to U.S.-listed shipping group Teekay Corp for $258 million.

** Vienna’s bourse submitted the highest bid for a majority stake in Slovenia’s stock exchange, outbidding Greek bourse operator Hellenic Exchanges, the Greek bourse said on Friday. In a bourse filing, Hellenic Exchanges said its binding offer for Slovenia’s stock exchange was not the highest.

** The European Commission restarted on Friday its review of plans by Itema to buy specialised equipment used in textile production from Barco of Belgium.

June 18th, 2008

Oiling the Barclays machine

Posted by: Mario Di Simine

BarclaysWhen you need some fast cash, you can always count on oil money. Qatar’s sovereign wealth fund is reportedly considering backing a share issue by Barclays. You’ll recall that earlier this week Britain’s No. 3 bank said it would sell billions of pounds worth of shares to bolster its stretched balance sheet. The Financial Times quotes a person close to the Qatar Investment Authority as saying “We’re looking at it.” The QIA manages about $60 billion in assets and earlier this year bought under 2 percent of Credit Suisse. Qatar, which is the richest Arab country on a per capita basis thanks partly to high oil prices, is looking to spend between $10 billion and $15 billion over the next two years on bank stakes, Prime Minister Sheikh Hamad bin Jassim al-Thani told Reuters in February.

Of course, it’s not just the oil-rich out there poking around those struggling banks. Activist shareholder Olivant said on Wednesday it had raised its stake in Swiss bank UBS, which has been hit by massive losses on risky investments, to 2.5 percent. Olivant, headed by former UBS Chief Executive Luqman Arnold, said by taking a stake worth about $1.8 billion it was “demonstrating its belief in the potential restoration of shareholder value achievable through decisive action on the part of the UBS board”. Interpretation: We want change. How about splitting up the bank?

If banks aren’t your thing, there’s always Hollywood. Movie studio DreamWorks SKG is close to a deal with India’s Reliance ADA Group to form a new movie venture, the Wall Street Journal reported on Tuesday, citing people familiar with the talks. The Journal said a deal with Reliance would give movie director Steven Spielberg the cash to finance his DreamWorks team’s departure from Viacom Inc’s Paramount Pictures later this year.

And one from the Ho-Hum, Glad-its-Done Department: Office goods supplier Staples has won approval from the European Commission for its 1.7 billion euro ($2.64 billion) takeover bid for Dutch peer Corporate Express. Staples raised its all-cash offer to 9.25 euros per share from 9.15 euros last week, winning the backing of Corporate Express which also ditched its own deal to buy French privately owned competitor Lyreco.

More Deals of the Day:

** French drugmaker Sanofi-Aventis plans to make a 40.04 billion Czech crown ($2.57 billion) offer for Czech drugmaker Zentiva, trumping a bid from financial group PPF.

** German sports-car maker Porsche withdrew and then refiled its request to Brussels to acquire control of Volkswagen, the European Commission said

** Korea Express Co Ltd, the country’s top logistics company, said it had signed a deal to hand its 40 percent stake in a local joint venture to United Parcel Service Inc.

** Sinotrans, the Chinese conglomerate partnered with DHL, is considering merging with the country’s top river-shipping operator to create a national logistics giant, sending shares in its main listed arm up 6 percent on Wednesday.

** India’s Tata Communications Ltd said a unit had signed an equity joint venture with shareholders of China Enterprise Communications Ltd (CEC) to acquire a 50 percent stake in the Chinese firm for an undisclosed amount.

** A U.S. judge authorized bankrupt Canadian printer Quebecor World Inc to sell its European operations to Vadeho, an affiliate of Netherlands-based investment group Hombergh Holdings BV.

** Grey Wolf Inc said it has rejected a higher takeover offer from Precision Drilling Trust, saying the 30 cent increase to $9.30 a share wasn’t enough to convince it to abandon a planned merger.

** Microchip design software maker Cadence Design Systems Inc offered to buy smaller rival Mentor Graphics Corp for about $1.5 billion, but Mentor rejected the bid as too low.

** Grupo Hispania, which owns 3.5 percent of Spain’s Banco Popular, said it was negotiating with a Mexican group to sell its stake in the bank.

** German utility E.ON has gained full control of Endesa Italia after Italian utility A2A said it had agreed a deal for the demerger of the power generator where it would get assets for its 20 percent stake.

** Provident Energy Trust said it has sold its stake in some oil-producing partnerships in the United States to BreitBurn Energy Partners LP for $345 million, and that it will use the cash to cut debt.

** French bank Societe Generale said it had sold its entire 7.8 percent stake in Oman-based Bank Muscat to The Royal Court Affairs of Oman.

** Thailand’s Tisco Bank said it had withdrawn from negotiations to buy a 42 percent stake in rival BankThai after a newspaper report triggered a trading suspension in both stocks.

** Auto parts supplier Johnson Controls Inc moved a step closer to buying the interiors business of bankrupt Plastech Engineered Products Inc for $177 million after no competing bids emerged at an auction on Monday, lawyers said.

** Russian services conglomerate Sistema said it had increased its stake in India’s Shyam Telelink Limited to 73.71 percent from 72 percent.

** The American Stock Exchange said its members overwhelmingly approved the acquisition of the exchange by NYSE Euronext Inc, paving the way for the deal to close as early as August.

** L’Oreal, the world’s biggest beauty group, won European Commission clearance to buy the YSL Beaute cosmetics firm from French retailer PPR for an enterprise value of 1.15 billion euros ($1.78 billion).

** ArcelorMittal, the world’s largest steelmaker, said it would consider buying Turkish steelmaker Erdemir, lifting its shares.

** Power and telecom towers maker Sujana Towers Ltd said it had bought 51 percent in Mauritius-based Telesuprecon Ltd, which executes telecom infrastructure projects in east and central Africa.

** Microsoft Corp said it had purchased privately held digital television advertising technology company Navic Networks. Terms of the deal were not disclosed.

** Analysts expect CME Group Inc to do what it takes to nail down its planned acquisition of NYMEX Holdings Inc, even if that means bowing to pressure to sweeten the purchase price.

** A merger between Germany’s Commerzbank and Dresdner Bank may be attractive even if the latter’s troubled investment bank were thrown into the bargain, analysts said.

** SAP, the world’s leading maker of business software, has agreed to buy Visiprise, a small U.S. company that makes software to help manufacturers control operations, manage compliance and improve quality.