Could the BCE/Ontario Teachers Union Deal Use JPMorgan's Help?

JPMorgan is providing $11 billion of debt to Mars so that it can consume Wrigley’s (WWY) in one sitting. Wasn’t it just last week that private equity investors were being conditioned by their banks to believe that they couldn’t do mega loan packages as they’d have to write them down by 10-15% immediately after closing?

The story went something along the lines of:

I’d love to complete the loan for First Data/ADS/Clear Channel/BCE but if we close it’ll blow the quarter out of the water, and whatever profit we thought we’d make on the deal will be lost 30x over.

Once again, JPMorgan (JPM:NYSE) flies in the face of group think and puts up a new massive loan package. The Mars deal isn’t the fulfillment of a 2007 commitment, but an entirely new deal. Which begs the following question: If JPMorgan is following the logic of Citibank (C), Royal Bank of Scotland (RBS) and Deutsche (DB), won’t JPMorgan’s Mr. Dimon have to write down his Mars facility by $1 billion or more once the Wrigley’s deal closes (with the help of Warren Buffet)?

It can’t be so simple as the rumored lack of syndication by JPMorgan of the Mars debt. Surely the primary loan market isn’t immune from what’s going on in the secondary world. If corporate loans are trading between 85 and 92 cents on the dollar, how can JPMorgan’s auditors pretend that the Mars debt is worth par once it’s on the books?

But, let’s say that it is. Doesn’t that blow a hole in the theory that Citibank, TD Bank (TD), RBS, Deutsche, et. al. will ultimately avoid funding their portions of the BCE going-private debt facility solely to dodge a huge writedown of that leveraged buyout [LBO] loan at closing?

Or worse, is the accounting overlay more to do with now-too-tight pricing in the original loan commitment.

The silence around the largest LBO deal in history (other than the innocuous CRTC delay) sent me for the exits about twelve days ago at $37.96 (see prior post “BCE put options tell a story” April 18-08), but the JPMorgan/Mars announcement might warrant a second thought should BCE trade below C$35; a point where the upside and downside starts to look more attractive than the C$38 level. Make C$4,75 if it closes, loses C$10 if it doesn’t.

The fact that Citibank is raising $3 billion, to go along with RBS’s multibillion dollar rights offering, isn’t a bad sign either. But all OTPPB, Providence and Madison Dearborn really need is a minor a dose of Dimon.

Comments

[northern investor]

The failure to file the amended agreement with the CRTC was not "innocuous" as the writer mentions. In fact, there are signs that it indicates disagreement on CRTC requirements among the different buyers. They may well use CRTC regulatory stubbornness as an excuse to exit the deal claiming they have used their "best efforts" and thereby owe no penalty. Drafting of requiredCRTC revisions would not have taken more than a few days maximum. The buyers' regulatory lawyers had one month. There is something smelling very foul in this deal which BCE and Teachers are trying hush for the moment.

[billpayer]

We would need to know what the terms of the Mars financing deal are and compare that to the other deals to decide if it would trade below par. The old deals are underpriced and undercovenanted for today's market, so if the old deals are to get done they need to be reworked, i.e. pricing significantly increased and structure redone.