Will Puget Investors Get Cold Feet? Seeking Insight on the Wide Spread

In regards to the Macqarie/Puget (PSD) M&A, TheDeal says the timeline has passed for people to respond to the WUTC's approval, and now going forward any questions would only be amendments to the deal. Still, they speculate that the relatively wide spread could be in regards to worries that the original investors could get cold feet. It seems that if they had cold feet then they could have sought clarifications from the WUTC in order to delay the deal just recently.

The [WUTC] order is final regardless of whether clarifications or reconsiderations are requested, an attorney familiar with the review said. Any changes would be amendments.
That could be significant, because the merger agreement requires the buyers to close the deal within 15 business days of a final order. That timetable, however, remains murky because the merger agreement defines final order as a "final action" by the regulatory authority, "which has not been reversed, stayed, enjoined, set aside, annulled or suspended."

The WUTC process calls for a 20-day period for the commission to act if a clarification or reconsideration is filed. Otherwise, parties could file for a court appeal of the order within a 20-day period.

The earliest the 15-day period could expire is Jan. 20.

The financing for the deal has been in place since midsummer. But arbs worry that in the current environment, Macquarie or any of the Canadian pension funds investing equity in the deal might get cold feet.

The spread seems rather wide ($28.3 vs. $30.25 take out, with $0.25 dividend included), given the short remaining time period and that Macq and the pension funds could have delayed the process much earlier if indeed they have cold feet. If anyone has insight on why the spread is still rather large, I would be interested to hear it.

Comments

[Poor Dude:]

There's a huge spread because I own PSD and if the acquisition goes through I will make some money on it. Mr. Market doesn't like it when I make money!

Jan 13 11:49 AM

[ROCKSTAR:]

I'M WITH YOU, 10,000 SHARES!



On Jan 13 11:49 AM Poor Dude wrote:

> There's a huge spread because I own PSD and if the acquisition goes
> through I will make some money on it. Mr. Market doesn't like it
> when I make money!

Jan 13 04:56 PM

[asdfg:]

This article is great, thanks for posting the link to thedeal.com. Any chance you could let us know what the most recent article from Thedeal.com said?There was an article posted today that I think may have been responsible for the big drop seen in PSD shares today on big volume, thanks a millon!

Jan 13 10:15 PM

[toad7456:]

Don't forget that Public Counsel (the party that opposed the Puget settlement) still has a right to ask a court to overturn the WUTC's order. That right exists until January 29, or 30 days from the date the order was issued. Under Washington State law, the right exists even though Public Counsel did not ask the WUTC to clarify or reconsider the order. So the order will not become "final" for all purposes, including under the merger agreement, unless and until one of the following occurs: (1) Public Counsel files a timely appeal but the court denies it, (2) Public Counsel does not file an appeal on or before January 29, or (3) Public Counsel waives his right of appeal before January 29.

Jan 14 05:36 PM

[send my che...:]

should have closed months ago.

Jan 17 10:07 PM

[send my che...:]

that was my comment.

Jan 17 10:10 PM