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

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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.

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