DealZone

Feeding Frenzy

The German share price index DAX is seen at the Frankfurt stock exchange, October 7, 2008. REUTERS/Kai Pfaffenbach(GERMANY)Banks aren’t lending to each other, but they are buying each other. An interesting by-product of the deals: capital-hungry institutions are raising billions of dollars of fresh capital in a tumbling market.
 
Bank of America said yesterday its tier-one capital ratio would be 7.5 percent in the third quarter, down from 8.25 percent in the second quarter, spurring it to launch a $10 billion share offering and cut its dividend. On a conference call, it said it could raise even more to help manage the purchase of Merrill Lynch. Wells Fargo planned to raise $20 billion to fund its bid for Wachovia, while rival suitor Citigroup aimed to raise $10 billion to buy that bank. Those two are taking a three-day break from a legal battle over who gets what.  
 
If Citigroup loses out on Wachovia, Dan Wilchins points out, it will also miss out on a great chance to raise capital. Citi would likely have a much easier time raising capital to fund its growth than to patch holes on its balance sheet. The bank has raised $50 billion of capital in the last seven months, and its management has consistently said that it has raised more than it expected to need, he reports. But that could all change in a recession, as credit cards, investment banking, and retail brokerage businesses lose customers. 
 
Once the dust settles, ruthlessly diluting shareholders may show itself to have been absolutely necessary, and perhaps even unavoidable. But now with the markets in freefall, it’s more than a little scary. 

Deals of the day:

* Singapore state investor Temasek Holdings kicked off the sale of electricity generator PowerSeraya, in a deal that could fetch around $2.5 billion. To read more, please double click on 

* Icelandic investment firm Exista will sell its near 20 percent stake in Finnish insurer Sampo to reduce liabilities but will keep its other assets, the group said in a statement.

* Commonwealth Bank of Australia said it has started exclusive talks with British bank HBOS about a potential takeover of BankWest, HBOS’ Australian operation, estimated to be worth A$2 billion ($1.45 billion).

* British military consumables maker Chemring Group is buying a U.S. mine-detection systems company for an initial $30 million, to boost its explosive ordnance disposal (EOD) business.

Citi or Bust?

The site of a new Wells Fargo & Co. branch is seen in Waco, Texas, October 5, 2008. Wachovia Corp said on Sunday that it will pursue a deal to sell itself to banking rival Wells Fargo & Co. despite an attempt by Citigroup Inc to block the deal. Citigroup, the largest U.S. bank, is also courting hobbled Wachovia and late on Saturday said it had won a court order blocking Wells Fargo from buying Wachovia until the court ruled. REUTERS/Larry Downing (UNITED STATES)It seemed like the natural order of things had returned for a short while last week. Wells Fargo had outbid Citigroup to take over Wachovia, and as an added treat, they did not plan to tap government funds to do it. Apparently caught unawares, the jilted suitor sued saying its exclusivity agreement had been broken. If the parties had had a signed merger deal, rather than just an exclusive agreement to talk, Wachovia would have been obliged to pay Citi some kind of break-up fee. But the waters are murkier this time. So instead, the now fully engaged Federal Reserve is acting as broker in what has become a frantic legal spat between the banks.

The Wall Street Journal reported that the Fed is pushing the two banks to compromise by potentially carving up Wachovia between them. Having already decided a purchase of Wachovia is an issue that has significance for the stability of the financial system, the Fed continues to view resolving the confusion over who is buying one of the nation’s biggest banks as important, a Treasury source told us, adding that discussions were continuing late last night.

What could motivate the Fed to intrude where the free market seemed to be working so well? Citi shares saw their first substantive rally in a long while when their Wachovia deal was announced. It was getting a sweet deal, with government backing, that was seen as a game changer for the mammoth bank. Without that deal, the Fed may be more worried about what to do about Citi than whether a Wells, Wachovia deal makes sense.

Inflection point?

wachovia2.jpg

Wells Fargo said on Friday it reached a deal to buy Wachovia for about $15.1 billion out from under Citigroup‘s nose.

We still haven’t heard back from Citi, so the question now is whether Citi simply walked away from a deal it – and the market – had seemed so excited about just days ago or whether it will come back with another bid. The latest from Citi’s website is that they are committed to the Wachovia transaction – that was Sept. 30.

Another bid? A bidding war? A bidding scuffle?

Seems unlikely in this time of failures, toxic waste and bailouts, and Citi certainly has plenty of trouble of its own. But Warren Buffett and others have been quite vocal about the great deals out there to be had, and certainly Wells Fargo seemed to have missed the boat when Citi made its initial bid — which was worth $2.16 billion for everything but AG Edwards and Wachovia Securities and included a fund business.

Deal spreads open wide

rtr21wih_comp.jpg

Shares of HBOS and Lloyds TSB got a boost this morning in London as it appeared Lloyds was less likely to try to renegotiate its takeover of HBOS. Standard Life Investments, a top investor in Lloyds and HBOS, supports the planned takeover under the original terms, a person close to the investment firm said, and analysts suggested political and regulatory pressure would force the deal through, despite its chunky discount to the indicated offer price.

BBC Business Editor Robert Peston writes:

So if you believe that the terms of the deal won’t and can’t be changed, the current HBOS share price is an opportunity to buy £10 notes for £6.60.

That looks too good to be true. And the normal investing rule is that if it looks too good to be true, then don’t touch it even if you’re in a radiation-proof suit.

Before the Bell: Bailouts and Buyouts

pelosi.jpgSince socialism is always more palatable when it bails out rich people, Henry Paulson’s $700 billion financial rescue package arrives in Congress today after round-the-clock negotiations over the weekend and exhortations from presidential candidates. But even as Congress prepared to vote, across the ocean the financial crisis rattled several European institutions.

The governments of Belgium, the Netherlands and Luxembourg moved to partially nationalize Fortis with an injection of over $16 billion. Also German lender Hypo Real Estate secured a credit line from the German government and banks up to 35 billion euros. And Britain nationalized mortgage lender Bradford & Bingley. Meanwhile shares in French bank Dexia fell on reports that it may need emergency capital. Rescue deals also emerged in Iceland, Russia and Denmark.

Citigroup will buy Wachovia Corp’s banking business, further consolidating power among three megabanks: Citigroup, JPMorgan and Bank of America.

Japan lessor mulls M&A nuptials

tokyo-skyline-2.jpgWith Japan’s financial sector facing tighter regulations in consumer lending and the grinding global credit crunch and slow economic growth stifling the leasing industry, what better time for two big companies in these industries to get hitched? Orix, Japan’s largest leasing company, and credit card firm Credit Saison are said to be considering a merger that would create a finance group with $106 billion in assets. Credit Saison’s stock surged 11.2 percent on the news, while Orix’s rose 2.6 percent. Japanese consumer finance is a legal and regulatory battlefield that General Electric and Citigroup both recently fled. “We may not just be talking about these two companies. We could see a flurry of consolidation after this,” said Mitsushige Akino, chief fund manager at Ichiyoshi Investment Management.

The air over Beijing may not be clean enough for long-distance runs in the park but foreign investors are enjoying some clear air with details on the country’s landmark anti-monopoly law, specifying turnover thresholds that will trigger a government review of proposed mergers. All business combinations must be cleared by the Ministry of Commerce if the joint global revenue of the companies involved exceeds 10 billion yuan ($1.46 billion) or 2 billion yuan in China, the People’s Daily reported on Tuesday. Even then, a review would not be needed unless two or more of the firms each had more than 400 million yuan of revenue in China during the previous accounting year, the paper said.

Other deals of the day:

* Swiss Re, the world’s largest reinsurer, has agreed to buy Barclays‘ life assurance portfolio for 753 million pounds ($1.48 billion) in cash, even as it wrote down more credit assets.

Owning Merrill

wallst.jpgFresh capital from wealth fund Temasek Holdings may do plenty to clean up Merrill Lynch‘s balance sheet, and has the potential to boost the Singapore wealth fund’s stake in the struggling investment behemoth to 15 percent. That could be an uncomfortable level for U.S. politicians, and breaches a previously informal agreement to refrain from owning more than 10 percent of Merrill, according to a source familiar with the fund. A Temasek spokeswoman said on Tuesday that a portion of the deal is subject to regulatory approval. Citigroup is the other big U.S. bank to have gone to foreign wealth funds for big buckets of bail-out funding. If it ends up having to take more CDO-related write-downs to match the new bargain basement price one assumes Temasek is paying for its new stock of Merrill shares (they aren’t saying what the price might be) this whole thing could turn very political just as the race for the White House enters the final stretch.

British Airways says it is in talks with Spanish carrier Iberia about a potential all-share merger, sending shares in the UK airline up nearly 9 percent. Britain’s flagship carrier said in a statement the discussions had the support of both companies, although it expected it would take several months before terms could be agreed. BA’s chief executive, Willie Walsh, said the move made sense in current market conditions. BA owns 13.15 percent of the Spanish carrier, while Iberia has taken a 2.99 percent direct stake in BA, on top of exposure to a further 6.99 percent through contracts for differences linked to the BA share price. BA said both parties were confident of securing regulatory approval, adding that the European Union had already allowed the duo to cooperate widely.

Other deals of the day:

* Japanese TV and media group Tokyo Broadcasting System said it would spend $195 million to buy a majority stake in retailer StylingLife Holdings from Citigroup‘s merchant banking unit in Japan.

Deeper into the abyss

A man walks out of the headquarters of Freddie MacThe subprime crisis has come to this: The U.S. government is considering taking over mortgage finance companies Fannie Mae and Freddie Mac if their funding problems worsen, the New York Times reported, citing people briefed on the matter. Fannie and Freddie, government-sponsored entities that have the implicit backing of Washington, would be placed into conservatorship, with shareholders left with little or nothing, and the losses on the $5 trillion in home loans they own or guarantee — what amounts to half of all U.S. mortgages — would be paid by U.S. taxpayers.

General Electric is set to sell its Japanese consumer finance operation to Shinsei Bank for 580 billion yen ($5.4 billion), people familiar with the matter said. The business includes a moneylender, Lake, as well as a credit card and housing loan operation. GE had previously said it was looking to sell Lake, but did not say anything about the entire Japanese consumer finance business.

How’s this for an about-face? Anheuser-Busch is in active talks to sell itself to InBev in a friendly deal, the New York Times said on its website, citing people briefed on the matter. Price seems to be a factor, with InBev seemingly open to raising its $65 per share offer, along with pressure from major shareholders like Warren Buffett. What will politicians like Sen. Claire McCaskill and presidential candidate Barack Obama say now that “America’s Beer” may be selling itself willingly?

Cloaked in transparency

harry-potter.jpgSovereign wealth funds meet this week to uncloak any political motivations that might lurk behind their rich capital infusions. The talks are focused on devising a code of ethics to allay Western fears and could help create transparency. Alas, most of substance is being debated behind closed doors. It is being held in Singapore, so perhaps we shouldn’t be surprised that transparency is not a particularly high priority. The funds, controlling an estimated $3 trillion in assets, are owned by national governments and often armed with cash piles from soaring oil prices and trade. They have sunk billions into Citigroup and UBS, which were reeling from the collapse of the U.S. subprime mortgage market. Goldman Sachs estimates U.S. and European banks may need a further capital infusion of more than $200 billion.

It’s a good thing for Anheuser-Busch that Bud Light is so popular. If Belgian-Brazilian brewer InBev manages to take over the company, it will probably put it on a serious diet as it aims to trim up to $1.4 billion of costs. Employees and union officials at InBev describe the tightest of budget controls: mobile phones taken back and returned only to employees who justified a need for one; new pens given out only in return for used ones; and an elevator at the global headquarters closed for several months. The elevator is back in use now, although signs in the lobby read: “Why not take the stairs?” InBev says many such measures, and notably larger water and energy conservation efforts, also serve sustainability targets and that its cost-saving push is simply one pillar of an overall strategy also focused on boosting beer volumes.

Shares in British retailer Marks & Spencer are up on market talk of possible bid interest in the retailer. Rival department stores owner Philip Green, who was linked with a stakebuild in M&S in January, was again mentioned as a possible suitor, traders said, but some attributed the bounce to expectations for upbeat news from an upcoming M&S annual general meeting. Boss Stuart Rose, lauded for reviving the landmark British retailer just a year ago, is battling to save his job after a big profit warning and bungled management changes.

Herd on the Street

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.