Friday, November 30, 2007

Nov M&A slumps in United States

NEW YORK (Reuters) - The value of announced U.S. mergers and acquisitions fell 71 percent in November to $58.1 billion when compared to the same month last year, according to research firm Dealogic.
In November of 2006, M&A had reached $200 billion.
As lending markets remained tight and investment banks absorbed the fallout from mortgage losses, the M&A slowdown in the United States that started in August showed few signs of reversing course this month.
Dealogic said the second-half slump in U.S. mergers has reduced the year-on-year increase in U.S. deal volume to 7 percent, with $1.5 trillion of announced transactions compared to $1.4 trillion at this stage of 2006.
Abu Dhabi Investment Authority's $7.5 billion deal for a stake of up to 4.9 percent in Citigroup (C.N: Quote, Profile, Research) was the largest announced U.S. deal in November, Dealogic said.
Of the 10 largest U.S. deals announced this month, five involved foreign buyers and for 2007 year to date, 21 percent of all U.S. deals were announced by non-U.S. buyers, led by Britain with $45.7 billion of transactions and Canada with $39.5 billion.
Leveraged buyouts involving private equity firms, which had helped take M&A to record levels, declined dramatically in size and volume in November.
"Private equity buyers continue to fade from view with just $25.8 billion announced financial sponsor buyouts globally and a mere $2.3 billion for U.S. targets - the lowest monthly volume since March 2002," said Dealogic in a report.
Globally, the average value of private equity deals has gone down from $1 billion at its peak in May to $325 million in November. In the United States, the average private equity deal was $2.6 billion in May and $127 million in November.
Thanks to the mergers boom in the first half of the year, global M&A for 2007 has reached a record $4.5 trillion year to date, up 28 percent on this stage of 2006.
Dealogic said Goldman Sachs (GS.N: Quote, Profile, Research) leads the 2007 global M&A advisory rankings with $1.3 trillion of announced deals, with Morgan Stanley (MS.N: Quote, Profile, Research) close behind with $1.2 trillion and JP Morgan (JPM.N: Quote, Profile, Research) third with $1 trillion.
The advisory rankings in the United States mirror the global top two, but Citigroup (C.N: Quote, Profile, Research) is currently in third place.
Dealogic said this is the first time that Morgan Stanley, JP Morgan and Citigroup have gone over the $1 trillion mark in the M&A league table.
(Reporting by Mark McSherry; Editing by Gary Hill)

Wednesday, November 28, 2007

Red, White & Blue Plate Special: Foreign M&A Surges in U.S.

November 27, 2007, 3:59 pm
Posted by Dana Cimilluca, Deal Journal -
The Redcoats are coming — again.
The weapon of choice in this British invasion, however, is money, not muskets, and the targets are companies, not rebels. U.K. companies have struck $46 billion of acquisition deals in the U.S. this year, more than any other country, according to Dealogic. That compares with just $34 billion in all of last year (when our former parent country ranked third after Canada and France.)
The Brits aren’t alone this year, however. Since the global merger boom began in around 2003, there has been a steady increase in the percentage of U.S. acquisitions made by foreign companies. Their share of such deals has increased to 20%, from 11% then, according to Dealogic. Even as the M&A engine in the U.S. sputters along with instability in the credit markets, foreigners keep snapping up U.S. assets, as highlighted by the Abu Dhabi Investment Authority’s surprise $7.5 billion investment in Citigroup.
What draws these overseas neighbors to our shores? The overflowing coffers of the state investment funds in countries including China and Abu Dhabi are part of it. The sharp decline in the U.S. dollar can’t hurt either, as it reduces the cost of U.S. deals for acquirers using euros, pounds or yuan.
Of course, given the fickle nature of the U.S. dollar and oil prices — whose marked movements have helped shift the M&A landscape — there is no guarantee they are here to stay. After all, in 2000, foreign deals accounted for 22% of all U.S. M&A, only to fall to 11% three years later as the tech bubble sent foreigners scurrying like the British after Yorktown.

A November M&A Recovery? Appearances Are Deceiving

November 28, 2007, 7:30 am
Posted by Stephen Grocer, Deal Journal -
As the months tick by since the credit crunch hit, one thing is clear — U.S. deal makers are left wondering where the party is.
With three days left in November, deal volume in the U.S. is down for a third straight month from a year earlier. Meanwhile, Europe and Asia both registered a jump in M&A activity.
All told, companies and private-equity firms announced $435.3 billion of acquisitions world-wide through Nov. 27, a 23% increase from the year-earlier period and up almost 45% from October, according to Dealogic. But let’s not crack open the champagne just yet.
While at first glance it would seem that the defibrillator paddles can be taken off the global M&A market, a closer look reveals that the outlook for deal making might not be so rosy. The reason? One deal –- BHP Billiton’s offer for Rio Tinto, which Dealogic values at $149.2 billion –- accounts for nearly a third of world-wide deal volume. Subtract that from the total, and November’s total represents a 5% decrease from October’s total, according to Dealogic. (Though with three days left in the month, November could close the gap.)
Compare that with April. Deal volume reached $599.3 billion that month, thanks in no small part to the Royal Bank of Scotland-led consortium’s $96.6 billion offer for ABN Amro. Subtract the ABN deal from the monthly total and you still have more than $500 billion in announced deals, and only two months in the past 12 would rank ahead of April.
Still, at $286.1 billion, November’s deal volume total would mark a healthy uptick from August and September.
Weighing down the global M&A market is the U.S., historically its main engine. In fact, there was little good news in November’s numbers for U.S. deal makers.
U.S. deal volume slid 73% from a year earlier to $51.1 billion, meaning that after hitting $84.1 billion in October, it has fallen back to the lows of August and September, according to the data. A sizable chunk –- about 37% — of that came from buyers outside the U.S. In a sign of the times, the United Arab Emirates, in terms of dollar value, led the way in November among foreign buyers of U.S. assets, with two deals valued at $8.1 billion.
And there is little hope that a recovery is around the corner. The credit markets, which just weeks ago seemed to be on the road to recovery, have weakened again. (Witness the postponed sale of loans related to the Chrysler buyout.) Talk of recession, which is hammering the stock market, may mean that companies won’t be in a buying mood this holiday season and beyond. And let us not forget the beating Wall Street’s banks are taking at the hands of the U.S.’s subprime-mortgage-related woes. It is unlikely they will return to a giving mood until after the subprime mess clears up.
Meanwhile, European deal makers have plenty to celebrate. European deal volume jumped 245% from a year earlier to $308.2 billion in November, according to Dealogic. That also marks the single largest monthly total of the past 20 months. And even if you subtract BHP’s offer for Rio Tinto, European deal making still jumped 78%.

Monday, November 19, 2007

United Rentals Sues Cerberus Over Failed Deal

Another collapsed buyout has hit a court’s docket.
United Rentals sued Cerberus Capital Management on Monday over the private equity firm’s cancellation of a $4 billion buyout of the company. The lawsuit, filed in Delaware’s Court of Chancery, seeks to force Cerberus to complete the deal and could test the use of breakup fees as a way to cancel merger agreements.
“United Rentals believes that the repudiation, which is unwarranted and incompatible with the covenants of the merger agreement, is nothing more than a naked ploy to extract a lower price at the expense of United Rentals’ shareholders,” United Rentals said in its statement. (Download the complaint below.)
United Rentals has now joined SLM, the parent of student lender Sallie Mae, and Genesco, a footwear company, in the plaintiff’s corner as they try to win legal relief amid their failed deals. Concerns over the credit market have played a major role in the demise of several deals, leaving the courts to sort through the mess.
Last week, Cerberus declared that it would walk away from the deal it struck in July. Oddly enough, it said it was not declaring a material adverse change in the rental equipment provider, a magic legal phrase that would let it end the deal without penalty. Instead, Cerberus said it would pay the $100 million breakup fee.
In its announcement Monday, United Rentals said that it had held a meeting last week with Cerberus’s chief executive, Stephen A. Feinberg. At that meeting, Mr. Feinberg told the company that his firm did not want to force its banks to fulfill their commitments. The private equity firm also confirmed that there was no adverse change.
United Rentals is arguing that Cerberus cannot claim financing difficulties, as it already has commitment letters from banks in hand. The company also says that a “specific performance” provision of the merger agreement requires the private equity firm to use that financing. Otherwise, it said, “irreparable damage would take place.”
It also argues that Cerberus is trying to buy the company on the cheap, thanks to the 32 percent stock price drop that transpired after last week’s news that the deal was faltering.

If Buyout Firms Are So Smart, Why Are They So Wrong?

Published: November 18, 2007, New York Times

ENOUGH already.
Private equity firms have recently been reneging on their billion-dollar buyouts as if the deals came with a 30-day money-back guarantee. They don’t. But that hasn’t stopped the biggest firms from trying to bully — yes, let’s finally call it what it is — their way out of deals.
For the last few months, private equity firms have repeatedly broken their word when breaking a deal, trying to place blame on big, bad investment banks that they said were holding them hostage by threatening to withdraw financing.
It was an easy narrative to follow, but it obscured the truth: Private equity firms, widely hailed as the “smart money,” made some lousy deals in the second half of this year, and some are now having a bad case of buyer’s remorse. They have been more than happy to break the deals and let the banks be the fall guys.
To be fair, the banks cut some pretty lousy deals themselves and have been applying pressure to their clients. But if you have spent time with buyout bosses, you know it’s hard to pressure them into doing something they don’t want to do in the first place.
Witness the latest broken deal: Cerberus Capital Management, run by Stephen A. Feinberg, the powerful but intensely private financier, refused to complete its $4 billion acquisition of United Rentals unless the price was renegotiated downward. Cerberus didn’t even try to claim that United Rentals had suffered a “material adverse change” — the magic words that usually permit a buyer to walk away without a financial penalty — or that the banks were preventing it from completing the transaction.
Cerberus provided no explanation other than that it was willing to forfeit its $100 million reverse breakup fee to walk away. In a letter seeking its corporate divorce, Cerberus said simply that “after giving the matter careful consideration,” it was “not prepared to proceed with the acquisition of URI on the terms contemplated by the agreement.”
What? Yes, Cerberus just proved itself to be the ultimate flighty, hot-tempered partner.
“Any target dealing with them in the future would now be irresponsible to agree to a reverse termination provision,” Steven M. Davidoff, a law professor at Wayne State University in Detroit, wrote of Cerberus on his blog.
And what about reputational damage? It has again been brushed aside as a non-issue: apparently all is fair in love, war and private equity.
Everyone repeats the same line: “There’s no question that this summer the world changed,” Leon Black, founder of Apollo Management, said this month at a conference for The Deal, a magazine.
Well, yes, Mr. Black. The credit market did change; there is no question about that. But that doesn’t explain how private equity firms, whose entire business is premised on accurately forecasting a business’s potential and risk, called it wrong.
It is almost laughable to hear the buyers of Home Depot’s supply unit contend that the housing market’s slump caused the business to deteriorate so far beyond their expectations that they had to renegotiate the deal they struck just months earlier. If the buyers didn’t see that coming — if that possibility wasn’t baked into the firms’ models — then shame on them.
The same goes for J. Christopher Flowers and his effort to wiggle out of his acquisition of Sallie Mae. It is implausible that such a smart guy did not contemplate the possibility that federal legislation affecting Sallie Mae — some of which had already been introduced — might complicate the buyout.
And then there was the aborted deal by Kohlberg Kravis Roberts and Goldman Sachs for Harman International Industries. Five months after they agreed to the deal, the firms said that Harman’s business had fallen off a cliff. This may have been the most valid of the broken deals because Harman broke certain conditions of the transaction, but it still raises the question: Unless Harman misled them — and no one has publicly claimed that — how did these blue-chip firms miss the forecast that much?
Private equity investors — known as limited partners — have been quietly applauding the firms’ attempts to squirm out of potentially bad deals. And it is the firms’ fiduciary duty to return the highest dollar for their investors, which might argue for walking away. The advent of the reverse breakup fee, which limits the amount of money a firm has to pay to walk away, also provides buyout firms with a relatively cheap means of escape.
BUT investors in private equity firms should still be asking why firms made some of these deals in the first place. When debt was cheap, the game was easy; everything was a good investment. But private equity investors are paying for better judgment than that. After all, most of these firms charge “success fees” for acquiring a business, in part to pay for their hard work identifying, studying and winning an auction. (A perverse incentive, I know.)
So what’s the upshot?
If broken deals haven’t hurt these firms’ reputations yet, they should. The broken deals will also dent their wallets, which may hurt more. Other fallout is sure to come. Sellers to buyout firms are going to demand higher premiums — they are already under pressure from shareholders to do so — and prohibitively high breakup fees. Contracts may be written even tighter, but they are already tight.
Despite all of this, private equity firms seem to believe they have plenty of wiggle room. In many of the recently broken deals, they appear to have relied on litigation threats rather than contractual language when telling sellers they planned to back out.
As the law firm Weil Gotshal & Manges recently noted in a briefing to clients, “even a weak, but plausible” argument that a material financial change has occurred “may provide a buyer with significant leverage in renegotiating a deal.”
All of this is going to make outsize returns even harder to come by, at least until everyone has forgotten the lessons. As Mr. Black put it in his recent conference speech, “History has taught us that Wall Street has no institutional memory.”

Friday, November 09, 2007

The $1 Trillion M&A Bloodbath

November 9, 2007, 8:59 am
Posted by Dana Cimilluca,
How big will things get in the M&A market?
There seems to be a consensus shaping up among mergers-and-acquisitions bankers that deal making volume next year will fall by something on the order of 20% because of the turmoil in global financial markets. Reuters yesterday spoke to a number of prominent bankers, and they point to a 20% decline in the U.S. and something more moderate elsewhere in the world. One of them, Stefan Selig of Bank of America, predicts that could put overall activity in 2008 back to where it was in 2005.
Not so bad right? 2005 was a pretty robust year, with nearly $3 trillion of deals struck worldwide. But looked at another way, the picture isn’t so pretty. With 2007 already crossing the $4 trillion mark, a retreat to 2005 levels would mean the loss of more than $1 trillion of deal flow. Based on a very rough calculation of how much the average deal yields in fees, that means investment banks would have to find $5 billion in revenue elsewhere.
And that is not a very attractive prospect given the horrifying performance right now of other Wall Street businesses like fixed-income trading.

Thursday, November 08, 2007

Private Equity’s Fund-Raising Gusher

Deal Journal -, November 8, 2007, 7:30 am
Private Equity’s Fund-Raising Gusher
Posted by Tennille Tracy
U.S. private-equity firms may not be doing a whole lot of deals these days, but that isn’t stopping them from raising more money.
PE firms have set a fund-raising record this year, pulling in a total of $263 billion, according to sister publication Private Equity Analyst, up from $258 billion raised last year. With nearly two months left in the year, there is a chance they could surpass $300 billion.
It might seem an odd time for private-equitiy firms to set a fund-raising record. After all, the debt markets have curbed new buyout activity. Buyout shops announced just $8.5 billion of new deals in October, roughly a fifth of the $42.2 billion a year earlier, according to Dealogic. Then, there are those pesky economists who lately have been warning of the possibility of recession, which would threaten the health of existing PE-backed companies.
Amid such a cloudy environment, Deal Journal can’t help but wonder: Just what would it take to shut off the fund-raising spigot? U.S. institutional investors are smitten with private-equity funds, while Chinese and Middle Eastern sovereign funds have started to pile on as well. They show no signs of stopping.
Is its possible that private-equity fund managers themselves might one day need to exercise some restraint and raise smaller funds? Perhaps, but we aren’t holding our breath.

Wednesday, November 07, 2007

SEC head says looking at disclosure of banks

Wed Nov 7, 2007 1:21am EST
TOKYO (Reuters) - The U.S. Securities and Exchange Commission is looking at whether or not U.S. banks exercised proper disclosure when announcing their investments in subprime-mortgage products, SEC Chairman Christopher Cox said on Wednesday.
The SEC was also continuing to investigate the role of ratings agencies in the subprime crisis, but has yet to determine where "next to head", Cox said.
Cox, in Tokyo to participate in a conference of financial regulators, told a group of reporters the SEC, along with other agencies, was trying to determine if banks had practiced sufficient disclosure about subprime investments.
The SEC has said it is investigating whether credit-rating firms were unduly influenced by issuers and underwriters of products related to subprime mortgages.
Credit rating agencies have been criticized for not responding quickly enough to deteriorating conditions in the subprime market.
They have also been accused of conducting weak analyses and granting higher ratings because they are paid by the firms whose securities they rate.
The SEC began examining credit rating firms under a 2006 law that gives the SEC more oversight of the industry.

Whistling Past the Credit Crunch

NYT DealBook, November 6, 2007
Small can be beautiful too.
The seizing up of the credit markets has led to a big decline in multibillion-dollar mergers and acquisitions. The drop has been most extreme in leveraged buyouts, which relied on cheap debt that all but disappeared, or at least became a lot more expensive. But at the smaller end of the deal spectrum, where transaction prices are in the hundreds of millions or even lower, and in certain regions of the world, such as Asia, it seems that life, and deals, go on.
M&A International, an alliance of 42 merger advisory and investment banking firms around the world, conducted a survey of its members in late September and early October. It asked these bankers, most of whom advise on deals with price tags below $250 million, about the fallout from the credit crunch.
The responses suggest that it has had only been a modest drag on transactions in the so-called middle market, made up of smaller deals that generally don’t make for splashy headlines.
Slightly more than half of the respondents said they hadn’t seen any effect on deal activity in their part of the market, M&A International said Tuesday in a summary of the survey.
Why wouldn’t smaller deals be feeling the pinch? One reason may be that private equity deals were never such a driving force to begin with in these kinds of transactions. In the words of one anonymous respondent: “Our deals are mid-sized to smallish and both our active and prospective deals involve strategic buyers who do not expect to encounter funding difficulties.”
M&A International also said that bankers in Asia generally reported feeling insulated from the turmoil in the United States credit markets — at least for now.
Go to M&A International’s Web Site »

Thursday, November 01, 2007

Quantifying the Private-Equity Slowdown

November 1, 2007, 7:30 am
DealJournal -
Posted by Stephen Grocer
Are corporate buyers filling the deal-making void left by private-equity firms?
From the moment the first cracks in the leveraged-buyout-financing wall began to show, corporate buyers were expected to rule the day. The theory went that with buyout firms forced to the sidelines by the credit crunch that turned off the spigot of cheap financing, corporate buyers would be in the clear to win auctions that their private-equity rivals had previously been winning.
Yet in the first two months of the credit crunch that theory didn’t seem to hold. As the M&A bubble burst in August and September, not only did private-equity players shrink from deal making, so too did strategic buyers (though not quite as drastically as their buyout brethren).
That seems to have changed in October, according to data from Dealogic. Deal volume rebounded in the month, suggesting that the bottom of the trough may have been hit. Global deal volume in October (all data are through Oct. 30) hit $318 billion, a 39% and 44% increase from the full month totals of August and September, respectively, according to the data.
Yet in contrast to August and September, when both corporate and private-equity deal volume fell, October’s uptick was driven by corporate buyers while private-equity deal making continued to dry up. In fact, private-equity firms struck just $17.4 billion of deals last month, compared with the $20.3 billion of August and the $25.1 billion of September.
Need more proof of the slow down in private-equity deal making? LBOs accounted for just 5% of October’s overall deal volume. Compare that with June, when private-equity-led buyouts accounted for 31% of global M&A activity.
Here’s a look are few more interesting numbers on the slowdown in private-equity deal making:
$17.4 billionGlobal LBO volume for the month of October, the lowest total since November 2002.
$393 millionU.S. private-equity deal volume for the week of Sept. 30 through Oct. 6, the slowest week since March 6 through March 12, 2005.
$680 billionLBO deal volume through July 15 of this year
$90 billionLBO volume since July 15
3Number of months since a private-equity firm announced a deal greater than $10 billion.