DealZone

M & A wrap: S&P chief downgraded

The chief of Standard & Poor’s will step down next month, to be replaced by a senior Citibank executive, in a move announced a few weeks after the credit rating agency downgraded U.S. government debt and sparked a row with Washington.

Australian brewer Foster’s Group put pressure on SABMiller to raise its $10 billion hostile takeover offer on Tuesday, unveiling a $521 million capital return to shareholders.

Deutsche Bank AG knew in 2006 that a mortgage company it was preparing to buy lied to the U.S. government about its mortgages, yet went ahead with the purchase and should be held financially responsible, the Justice Department said on Monday.

Mortgage-backed securities are also at the center of another investigation of a prominent bank, as Goldman Sachs CEO Lloyd Blankfein has hired high-profile Washington defense attorney Reid Weingarten to represent him as the Justice Department looks further into Goldman’s role in the financial crisis.

NYT’s DealBook contributor Peter Henning called the Goldman investigation an “overreaction,” adding that until subpoenas are issued, the news that “Mr. Blankfein has hired his own lawyer does not tell us much, other than that he did what every other corporate executive involved in an investigation would do.”

DealZone Daily

Prudential shares rise — modestly — after UK newspaper reports that its largest shareholder — Capital Group – is working on a plan to split the group up. The U.S. investor is not happy with Pru’s planned $35.5 billion acquisition of AIA, the Asian life insurer. It is working with Clive Cowdery’s acquisition vehicle Resolution, insurer Aviva and a third, unknown group, the reports say. An unlikely scenario? Perhaps, but it does show some serious discontent among shareholders.

HSBC has denied talk in the market that it may renew its bid for a $3.9 billion stake in Korea Exchange Bank. When asked whether the bank was bidding for LoneStar’s KEB, the bank’s Chief Executive Michael Geoghegan said: “No, we are not”. Right, that’s settled then.

Deutsche lends credibility to its ambitious targets with quarterly earnings that beat forecasts. The earnings benefit from strong results in debt trading — and the absence of markdowns in areas such as leveraged loans. More on investment banking later, when Goldman Sachs appears before the U.S. Senate.

How cutting prop desks hits M&A

A wee while ago, DealZone posited that bonus-hungry bankers who had gravitated to bank prop desks might return to the once-glorified M&A desks after the Obama administration targeted banks’ proprietary trading as a business too risky for banks. A logical argument, but one that ignored an aspect of the M&A game that is becoming starkly obvious: deals putting trading operations into banks are clearly at risk.

A source tells us that JPMorgan is rethinking its planned $4 billion purchase of RBS Sempra with an eye to let the U.S. power and gas businesses be bought by Sempra Energy, which jointly owns RBS Sempra with Royal Bank of Scotland. This would leave the U.S. bank with the joint venture’s oil operations and all of the non-U.S. businesses, a source familiar with the matter said.

JPMorgan started exclusive talks with RBS and Sempra on about Jan. 20, after warding off rival suitor Deutsche Bank, which is not expected to have re-entered any talks, according to sources familiar with the situation. But if U.S. banks wind up having to chop and trim their own deals to conform with new regulations, European and Asian rivals may well wind up picking up high-octane U.S. trading assets.

Noted: Deutsche sees M&A “wave”

Like UBS and Societe Generale, Deutsche Bank’s researchers are now forecasting a resurgence in M&A and say investors should “prepare to ride the wave”.

They concede that “picking actual as opposed to potential M&A targets is a notoriously difficult exercise” but have come up with 30 potential European targets, based on strategic and financial criteria. While bank lending remains a problem, they say that is not always an insurmountable hurdle, and should spur more stock-based deals (see graph below).

In a note dated Nov. 4, the DB team writes:

“Following two years of below-normal levels of merger and acquisition (M&A) activity in Europe, we believe the conditions are in place for deals to return to the fore as a major driver of returns: Public markets are well and truly open for financing, low organic growth should spur expansion by acquisition, rising equity markets and sub-peak valuations make stock an attractive acquisition currency, and confidence is returning to boardrooms and executive offices.”

Mobile merger report rings bells

SPRINT/Sprint Nextel‘s stock soared 11 percent before the market opened on a British newspaper report that T Mobile parent Deutsche Telekom had appointed Deutsche Bank to advise on a possible run at Sprint, valuing the U.S. cellular carrier at $11 billion.

Sprint certainly is a logical target for any company looking to boost its position in the very busy U.S. mobile market. It announced a large goodwill write-off in February 2008

And Deutsche Telekom is on the make. It signed a deal with France Telecom to combine the companies’ British mobile phone businesses — T-Mobile UK and Orange — last week.

Rothschild eyeing I-bankers in US

Boutique investment bank Rothschild appears to be joining others such as Moelis and Greenhill in tapping investment banking talent that’s coming lose amid the financial crisis.

Rothschild, a more than two centuries old family-owned business, is planning to hire financial institutions and other investment bankers in the United States, a source briefed on the matter said. 

A Rothschild official wasn’t available for comment.

In October, the bank snapped up some FIG bankers in Europe, including from Lehman. Antonio Villalon, a Lehman vice chairman, was named as the co-head of its global financial institutions group.

DB pulls off surprise

AIADeutsche Bank, the underdog in the race to run the IPO of a large AIG unit, has come out on top.

The German bank has been chosen as one of two global coordinators to run the IPO of American International Assurance (AIA), beating out Goldman Sachs and Citigroup, which ran the aborted auction of the Asian life insurer earlier this year.

Morgan Stanley, the other global coordinator, is no surprise. The bank has been advising the Fed since the September implosion of AIG, and on top of its own expertise, regulators wanted it in.

Barclays’ moves to escape bailout

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.

Reality Bites

An unidentified protesting shareholder faces Deutsche Bank CEO Ackermann during the annual shareholders meeting in FrankfurtDeutsche Bank‘s latest writedown comes with a reality check – the global credit crisis it had largely fought off is still snarling away. The top German bank’s $3.6 billion in fresh writedowns come with a reversal of optimism from CEO Josef Ackermann. “We remain cautious for the remainder of 2008,” he said as his bank became one of the world’s top crisis casualties. As late as November, Ackermann had been suggesting no further writedowns would be necessary, and had stood by a 2008 pretax profit goal of 8.4 billion euros. Now, with no indication that the books are completely cleaned of toxic paper, further write-offs seem a lot less unlikely and that full-year profit goal is going quietly by the wayside.

Japan’s TDK Corp said it plans to buy German electronic parts manufacturer Epcos for $1.9 billion in cash, as it pursues growth overseas and seeks to expand sales of industrial-use components. TDK said in a statement it would launch a friendly tender offer for all shares of Frankfurt-listed Epcos, offering 17.85 euros ($27.81) per share, a 29 percent premium to the closing price on Wednesday and valuing the deal at 1.2 billion euros. TDK said the offer would begin at the end of August. The acquisition is expected to boost TDK’s global market share of capacitors and inductors just as price falls hit earnings at rivals such as Murata Manufacturing and Kyocera, analysts said.

Global lender HSBC is likely to stand firm on its $6.3 billion bid to buy Korea Exchange Bank from U.S. private equity firm Lone Star as a formal deadline looms, cheered by a more accommodating South Korean government. The long-running deal, mired in outstanding legal issues, is seen as a test of whether South Korea is genuine in its pledge to open its financial sector wider to international investors. A successful deal would be the biggest cross-border move in South Korea’s banking sector and catapult HSBC into the ranks of the country’s top local banks.

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.