Today - Friday, April 24, 2015
- Comcast has ended its pursuit of Time Warner Cable, but what about that lawsuit from content companies that threatened to slow the whole thing down?
- Companies including CBS, Walt Disney (NYSE:DIS) and Viacom (VIA, VIAB) argued that the FCC's sharing hundreds of thousands of pages of negotiating strategies with third-party merger opponents like Dish Network (NASDAQ:DISH) would be "highly damaging." The fight was likely to add several weeks to any related merger consideration.
- The suit, still at the U.S. Court of Appeals, is still in progress because it also involved the ongoing AT&T (NYSE:T) deal to acquire DirecTV (NASDAQ:DTV). Attorneys close to the case are figuring that the Comcast-TWC documents will now be off the table as a moot point.
- Still, the decision likely still has an impact on the timeline for AT&T/DirecTV. The FCC will file an updated notification with the court.
- Previously: AT&T sells third-biggest debt offering to fund DirecTV purchase (Apr. 23 2015)
- Previously: Comcast, TWC move higher premarket on merger's end (Apr. 24 2015)
- Previously: It's over: Comcast officially ends $45B pursuit of TWC (Apr. 24 2015)
- Shares spiked briefly for Charter Communications (NASDAQ:CHTR) this hour -- and Time Warner Cable has leapt up to +5.9% -- on word that Charter's advisers have already started pursuing friendly talks with TWC for a speedy acquisition.
- Executives haven't spoken yet and so there's no price or structure to debate. Though one source reports TWC is already balking at the debt level of the combined entity.
- Charter's hostile bid for Time Warner failed before, but to make a friendly deal, it may have to come with more than Comcast's ~$158.82/share offer to make it work.
- Previously: Comcast, TWC move higher premarket on merger's end (Apr. 24 2015)
- Previously: It's over: Comcast officially ends $45B pursuit of TWC (Apr. 24 2015)
10:27 AM| 26 Comments
- Under Irish Takeover Rules, Mylan (MYL +1%) issues a Rule 2.4 announcement setting forth its legally-binding commitment to acquire Perrigo (PRGO -1.8%) for $205 in cash and stock. Under the terms of the offer, PRGO shareholders will receive US$60 in cash plus 2.2 ordinary shares of MYL for each PRGO share.
- The cash portion will be financed by a new bridge credit facility arranged by Goldman Sachs.
- Perrigo's Board of Directors rejected Mylan's bid several days ago.
- Previously: Perrigo unanimously rejects Mylan bid (April 21)
- Previously: Mylan preparing new bid for Perrigo (April 22)
- Silicon Motion (NASDAQ:SIMO) is buying Shannon Systems, a Chinese provider of PCIe flash modules/SSDs and storage arrays, for $57.5M in cash, stock, and earn-out payments. The deal is expected to close by the end of July.
- The purchase represents an attempt to move downmarket by SIMO, currently a major NAND flash controller supplier for SSDs and embedded flash modules. The deal could occasionally put the company into competition with some of its NAND controller clients. However, Shannon's sales efforts have been focused specifically on the Chinese market.
- SIMO asserts Shannon's customers include leading Chinese Internet companies, and notes it was co-founded by Marvell's SSD controller architect. The company is expected to grow sales to $14M-$18M in 2015; SIMO expects the acquisition to be slightly accretive in 2H15 EPS and "more accretive" in 2016.
- Shares have sold off following the announcement, which comes ahead of SIMO's April 27 Q1 report.
- Comcast (NASDAQ:CMCSA) is trading up 1.3% premarket, and Time Warner Cable (NYSE:TWC) is 0.8% higher as well, after confirmation that their $45B merger deal is dead.
- In statements by the Justice Dept. and FCC thanking each other for their cooperation, it's clear that FCC Chairman Tom Wheeler was against the deal, which would have made agency approval a very long shot.
- It's also clear why Wheeler was opposed: It's about broadband, not cable, and protecting the burgeoning streaming video market. "The proposed merger would have posed an unacceptable risk to competition and innovation especially given the growing importance of high-speed broadband to online video and innovative new services."
- While Comcast doesn't pay a breakup fee with the deal's end, that doesn't mean everyone walks away cheaply: Advisers including bankers and lawyers will lose out on $380M in fees, chiefly Goldman Sachs (NYSE:GS), banker for Charter Communications (NASDAQ:CHTR). J.P. Morgan Chase (NYSE:JPM) will drop from second to third in the league tables. As a mitigating factor, more deals are likely on the way, though.
- Other sector players premarket: AT&T -0.3%; Verizon -0.2%.
- LookSmart (NASDAQ:LOOK) +25.6% premarket after announcing a merger with privately-held Pyxis Tankers' Maritime Technologies Corp. subsidiary that will result in Pyxis Tankers becoming a publicly listed company.
- LookSmart will spin off its existing business into a new entity called LookSmart Group.
- Pyxis' fleet will be comprised of six double hull product tankers with an average current age of four years and that are employed under a mix of short- and medium-term time charters and spot charters.
- After a late Thursday board meeting, Comcast (NASDAQ:CMCSA) has confirmed it's dropping its $45B plan to acquire Time Warner Cable (NYSE:TWC) -- a stunning reversal of a 15-month plan, which got less stunning as hurdles began to mount in recent weeks.
- "Today, we move on," says Comcast CEO Brian Roberts. "Of course, we would have liked to bring our great products to new cities, but we structured this deal so that if the government didn't agree, we could walk away." It's a cheap walk-away for Comcast, which had no breakup fee in the deal.
- What next? Consolidation is still likely in a deeply uncompetitive industry. Other companies are now officially front and center in pursuit of TWC, notably John Malone's Charter Communications (NASDAQ:CHTR), which could re-launch its own failed effort. CHTR-TWC would have 16.5M broadband subscribers together, less than Comcast's 22M.
- Charter's deal with Comcast aimed at divestment and easing the Comcast-TWC transaction also blows up. What about Charter's deal to acquire Bright House?
- As for Comcast, it could take its stored-up momentum outside of cable -- to someone like Netflix (NASDAQ:NFLX), as BTIG's Rich Greenfield hints? Or to a telecom like T-Mobile (NYSE:TMUS)?
- Updated: Time Warner Cable statement. "We have always believed that Time Warner Cable is a one-of-a-kind asset," says Chairman and CEO Robert D. Marcus. "We are strong and getting stronger."
- Apollo Global Management (NYSE:APO) and Dean Matropoulus are looking to sell Hostess after only holding the brand for about two years, according to the New York Post.
- Sources indicate at least one buyer is willing to pay the $2B price tag.
- Hostess was sold out of bankruptcy for $410M and now operates under a more cost-efficient structure.
- Analysts think Hostess could be grown to a billion-dollar brand.
- Snack rivals includes Mondelez International (NASDAQ:MDLZ), Hershey (NYSE:HSY), Flower Foods (NYSE:FLO), and Grupo Bimbo (OTCPK:GRBMF).
- Scholastic (NASDAQ:SCHL) announces it will sell its Education Technology and Services business to Houghton Mifflin Hardcourt (NASDAQ:HMHC) for $575M.
- The company expects net proceeds of $360M to $370M after transaction fees and taxes.
- The transaction is expected to close in Q2.
- Education Technology and Services took in $175M in revenue and $17M in operating income for the first nine months of the fiscal year which ends on May 31.
- Scholastic intends to use some of the funds from the sale to invest in growth in children's book publishing, classroom materials, and its international business.
Thursday, April 23, 2015
- AT&T (T +4.2%) peddled $17.5B in bonds in the third-biggest debt offering on record, as it draws funds to help pay for its acquisition of DirecTV (NASDAQ:DTV) -- a media deal that looks to be a survivor as other mergers fall apart.
- The sale's part of a record year in debt sales; it's the third-biggest ever but only the second-largest this year, as Actavis sold $21B in March.
- Yield-hungry investors put in $68B in orders, nearly four times the offer. A 10-year bond was priced to yield 3.435%; a 31-year bond at 4.772%.
- The company may be getting ahead of the rush. More debt deals are likely to come ahead of any move by the Fed to raise rates, and they're likely to find investors so long as there are negative yields still in the market.
- AT&T will redeem some bonds at a premium if the DTV deal's not done by Nov. 30, though it still exepcts a Q2 closing.
- Previously: AT&T call: On reducing churn, and post-acquisition deleveraging (Apr. 22 2015)
- At least a half-dozen major industrial companies - including GE, Caterpillar (NYSE:CAT) Siemens (OTCPK:SIEGY), Honeywell (NYSE:HON), Dover (NYSE:DOV), Danaher (NYSE:DHR) and Emerson Electric (NYSE:EMR) - are said to be weighing offers for oilfield services assets worth $5B-$10B that Halliburton (NYSE:HAL) is preparing to sell ahead of its pending merger with Baker Hughes (NYSE:BHI), Bloomberg reports.
- HAL reportedly will send offering materials to those companies, as well as P-E firms and rival oilfield services providers, in the coming weeks; first up likely will be the drill bits unit and another that uses data to track and steer the direction of drills.
- These companies could own an edge over oilfield services companies that analysts have pegged as logical bidders for HAL’s castoffs - such as National Oilwell Varco (NYSE:NOV) and Superior Energy Services (NYSE:SPN) - because HAL might not want to give any more market share to companies that already offer the same services, preferring to sell to new players entering the market.
- Bloomberg reports Comcast (CMCSA +2.2%) plans to drop its hotly-contested efforts to merge with Time Warner Cable (TWC +0.7%), and could make an announcement as soon as tomorrow. Comcast has moved higher in response.
- The report comes a day after the WSJ reported the FCC staff recommends a hearing on the deal, and a week after Bloomberg reported DOJ antitrust lawyers are leaning against it.
- Charter (CHTR +0.4%), which has suggested it's interested in TWC if the Comcast deal falls through, has moved slightly higher.
- Authentic Brands Group announces it acquired Jones New York for an undisclosed amount.
- The deal will push the company's influence on retail to over $4.5B in annual sales.
- The quick turnaround by Sycamore Partners of Jones New York could be an indication the trend toward apparel brand accumulation by big players will continue.
- Bronto Software provides a cloud marketing automation software platform used by over 1,400 brands, including Armani and Timex. NetSuite (NYSE:N) is buying the company for $200M in cash and stock.
- NetSuite "declares Bronto to be the number one email marketing provider to retailers ranked on the Internet Retailer Top 1000," and argues its offerings complement NetSuite's SuiteCommerce e-commerce infrastructure software platform (used by over 3K brands).
- CEO Zach Nelson: "This combination, for the first time ever, ties a rich marketing automation system with a cloud-based omnichannel commerce platform ... Just as customers demand seamless cross-channel shopping experiences, they increasingly expect companies to communicate consistently through all of their digital experiences on site, at stores, in email or through social or mobile."
- The marketing automation space has already seen plenty of M&A - past deals include Salesforce's purchase of ExactTarget and Oracle's purchases of Responsys and Eloqua. Remaining independent players include publicly-traded Constant Contact, HubSpot, and Marketo.
- Last year, NetSuite bought Venda, provider of a cloud-based platform for handling online, mobile, and social e-commerce interactions.
- UBS estimates a buyer would have to pay $95 to acquire Omnicare (NYSE:OCR).
- Firm thinks Walgreens (NASDAQ:WBA) or Rite Aid (NYSE:RAD) could be interested, but are unlikely to pay up due to limited synergies.
- OCR increased management comp. in the event of a change in control, a possible indicator the company may be sold.
- Previously: Omnicare reportedly exploring sale; trading halted (Apr. 22)
Wednesday, April 22, 2015
- A key setback for Comcast's (NASDAQ:CMCSA) $45B takeover of Time Warner Cable (NYSE:TWC) as FCC staff has recommended that the agency designate a hearing -- what some regulatory experts call a "deal-killer," The Wall Street Journal reports.
- A "hearing designation order" would put the merger in the hands of an administrative law judge, and while Comcast would be able to keep making its case, it would be a strong sign the FCC doesn't see the merger to be in the public interest.
- Earlier, Comcast execs sat down with the Dept. of Justice and the FCC in hopes of salvaging a deal that is running into significant hurdles at the government level.
- Previously: Comcast-TWC deal moves to Capitol Hill in day of talks (Apr. 22 2015)
- "There are essentially three options: OK the deal, negotiate a consent decree to impose conditions, or sue to block the deal. The first is not in play," says media lawyer Andrew Jay Schwartzman to CNN about the now somewhat shaky $45B Comcast-Time Warner Cable (CMCSA, TWC) merger deal, following a marathon day where Comcast executives sat down with the Justice Department and then the FCC.
- Comcast issued a statement saying it's not appropriate to share the content of the meetings.
- With no breakup fee, there's less disincentive for Comcast to up and walk away from the deal, which has been more than a year in the making. But that would depend heavily on whether the government sues to block the deal, or just seeks concessions to make it happen.
- Comcast's new sweetener is promising to expand its low-income "Internet Essentials" program that offers $10/month broadband to qualified households. Another statement from the company came today to "set the record straight" on the program, saying that critics are recycling old claims. (This must include articles like this one, referring to IE as Comcast's merger "trump card" and proclaiming it "bullcrap.")
- Critics say that while Comcast claims it's "one of the most successful, if not the most successful, private sector initiatives to close the digital divide ever," the company has signed up just 13.4% of 2.6M eligible households.
- Previously: Reuters: FCC staff sets Wednesday briefing on Comcast-TWC (Apr. 21 2015)
- The WSJ reports NCR is exploring strategic alternatives such as asset divestitures, buybacks, and a dividend. It adds a full sale of the company is considered a less likely option.
- Shares have jumped to $31.82 AH. The report comes two months after activist Jana Partners disclosed a 7.1% stake, and ahead of NCR's April 28 Q1 report.
- Update: The full story is now out. "The company ... is considering alternatives including the spinoff or sale of assets or a return of cash to investors through a dividend or share buyback, people familiar with the matter said. A full sale of the company is also on the table, but some of the people cautioned that is a less-likely outcome."
- Less than 3 years after striking a deal to buy Motorola Home for $2.35B, Arris (NASDAQ:ARRS) has announced it's buying U.K. set-top hardware/software provider Pace for $2.1B in cash and stock.
- Arris is paying £1.325/share in cash and issuing 0.1455 shares for each Pace share traded in London. Before accounting for the AH surge in Arris' shares, the price represents a 29% premium to Pace's Wednesday close.
- Pace shareholders will own 24% of the post-merger company. BofA/Merrill is providing Arris with financing. The fragmented nature of the global set-top industry could help secure regulatory approval.
- The deal is expected to close in late 2015. Arris chairman/CEO Bob Stanzione will maintain his current position. Arris expects the deal to boost EPS by $0.45-$0.55 in the first 12 months after closing, and (thanks to U.K. incorporation) cut its tax rate to 26%-28%. The combined company will have ~$8B/year in sales; Arris 2014 sales totaled $5.32B.
- Pace's product line includes cable, satellite, and IPTV set-tops; cable, DSL, and fiber modems/gateways; set-top and service management software; and last-mile optical networking equipment. The company has strong exposure to European pay-TV providers.
- Arris has soared to $38.40 AH. Q1 results arrive on April 29.
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