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With Banks Skittish, Europe\'s Private Equity Firms Look Elsewhere

LONDON - As the sovereign debt crisis has slammed Europe, Cinven has had to get creative to finance buyouts.

When the London-based private equity firm wanted to buy CPA Global this year for $1.5 billion, Cinven looked beyond banks, the usual source of money. Along with debt from HSBC and JPMorgan Chase, it secured almost $200 million of higher-interest loans from nontraditional lenders. It also had to spend roughly $600 million of its own cash.

“The debt markets have been challenging since 2007,” said Matthew Sabben-Clare, a partner at Cinven. “There's a degree of selectivity by the banks over geographies and certain industries. Banks are more regionally focused than before.”

Europe's financial woes are forcing private equity firms like Cinven to revise their deal-making playbooks.

As banks pull back, private equity firms are increasingly turning to high-yield bonds, mezzanine loans and other types of debt that carry higher interest rates. Some are appealing directly to institutional investors like pensions and sovereign wealth funds to finance specific deals.

Given the tight credit, most firms are having to put up more capital to get deals done. Cash now accounts for more than 50 percent of the average European buyout, according to the data provider S.& P. Capital I.Q. Five years ago, that number was 33 percent. In the United States, cash represents 38 percent of the average buyout, mainly because firms have access to a variety of financing options, like capital markets.

Private equity firms “are having to widen the net to find the loan financing they need,” said Kristian Orssten, head of European high yield and loan capital markets at JPMorgan Chase in London. “Many lenders in Europe are getting to grips with their own funding challenges.”

The financing troubles for buyouts are reflected in the weak deal-making environment.

Although firms are raising money to buy distressed as sets in Europe, many have remained on the sidelines as the debt crisis continues. So far this year, European acquisitions by private equity firms have totaled $23.2 billion, a 38 percent decline from the same period in 2011, according to Thomson Reuters.

Firms have pulled some deals altogether, fearing that asset prices could fall even further. After months of negotiations, Blackstone and BC Partners dropped their $3.2 billion bid for the frozen-food company Iglo after failing to come to terms with the private equity owner, Permira, according to people with direct knowledge of the matter who were not authorized to speak publicly.

In good times, European buyout firms relied heavily on cheap bank lending. Flush with cash, the Continent's financial institutions provided almost 80 percent of financing on deals, often keeping the debt on their own balance sheets instead of selling it off to other investors.

But as the debt crisis worsened, banks curbed their len ding in an effort to meet stricter capital requirements, which penalize firms for holding risky investments like debt connected to private equity deals. Firms like Deutsche Bank and Royal Bank of Scotland have sold loans at a discount to other investors to shed unwanted assets.

Even when banks are willing to finance deals, they are limiting their bets. Local banks are focusing mostly on deals in their home countries, and they are often willing to finance only a portion of the buyouts.

As a result, private equity firms are often tapping multiple lenders, even when the costs of a buyout are less than $1 billion. To finance its £465 million ($749 million) acquisition of the British company Mercury Pharma, Cinven capitalized on its 20-year relationships with certain banks, securing £235 million of financing from a consortium of firms, including Lloyds Banking Group.

With banks being selective, private equity firms have had to tap other markets.

< p>High-yield debt investors, in search of better yields, have been receptive. The European private equity firm Apax issued almost $1 billion of high-yield bonds in February as part of its $2.1 billion acquisition of the telecommunications company Orange Switzerland. Intelsat, one of the world's largest satellite operators, owned by a BC Partners-led group, raised $1.2 billion this year in an effort to refinance its debt.

“The high-yield market in Europe is exploding,” said a partner from a leading European private equity firm, who spoke on condition of anonymity because he was not authorized to speak publicly. “It's attracting a lot of institutional investors who are chasing high returns.” The amount of European high-yield bonds connected to investments from private equity firms has risen 49 percent, to $13.5 billion, since 2007, according to the data provider Dealogic.

Private equity firms are also stepping in to fill the void. The Scandinavian firm EQT Partners turned to a consortium of financial players, including Kohlberg Kravis Roberts, for around $510 million of mezzanine financing for its $2.3 billion acquisition of the German medical supplies company BSN Medical in June.

“As bank funding has become more expensive, it has opened up an opportunity for new types of financing,” said Sachin Date, head of private equity for Europe, the Middle East, India and Africa at the accounting firm Ernst & Young in London.

But such debt carries its own set of risks. Generally, loans from nontraditional lenders carry higher interest rates, which can be costly for companies, especially in the current economic conditions. If the financial burden became too high, it could force borrowers to default on their loans and exacerbate the region's woes.

“The crisis has hit much harder than people had expected,” said Nicolas de Nazelle, a managing partner at the private equity adviser Triago in Paris.



Dave & Buster\'s Calls Off Its I.P.O.

It's game over for Dave & Buster's Entertainment's stock listing.

The restaurant-and-arcade chain announced on Thursday that it was withdrawing its planned initial stock sale, citing “continued volatility” in the markets.

The chain's withdrawal is the latest disappointment for the world of initial public offerings in a week that has been full of them. Many of the offerings that priced this week have performed poorly once the shares began trading. (One exception may be the Fleetmatics Group, a software-as-a-service company that priced its offering on Thursday at $17, the top of its price range.)

Dave & Buster's offering had already been regarded with some skepticism in the market. The company has reported annual losses for three of its four last fiscal years, including posting a $7 million loss for the 12 months that ended Jan 29.

The choppiness of the initial offering market appeared to seal the stock sale's fate.

“While we received si gnificant interest from potential investors, current market conditions are not optimal for an I.P.O. at this time,” Steve King, Dave & Buster's chief executive, said in a statement.

The company had expected to price its offering at $12 to $14 a share, raising $100 million at the midpoint of the range. It would have traded under the ticker symbol “PLAY” on the Nasdaq stock market.

Dave & Buster's pulled offering means that its owner, Oak Hill Capital Partners, will have to hold on to the company longer. The private equity firm had planned to sell some of its position, leaving it with a roughly 68 percent stake, while the company's management team would have owned 3 percent.

Oak Hill purchased the company from another buyout firm, Wellspring Capital Management, two years ago for $570 million.

The canceled I.P.O. caps a rough week for companies seeking to go public. Shares of many firms tumbled after their debuts. The Berry Plastics Group, for in stance, priced its offering at $16, the bottom of its expected range, and its stock dropped 5 percent in its first day of trading on Thursday.

“This week has been nothing short of a disastrous week for I.P.O.'s,” said Scott Sweet, the senior managing director of IPOboutique.com.

So severe has the damage been, Mr. Sweet said, that he fears what will happen next week, when 10 companies are set to price their offerings. They include Shutterstock, a stock art provider, and Workday, a human resources software maker.



Why MetroPCS Is Truly in Play

There are three fundamental things to know about the deal between MetroPCS and T-Mobile.

First, this is really just an acquisition of MetroPCS by Deutsche Telekom. After the transaction is completed, Deutsche Telekom will own 74 percent of the combined company, which will be renamed T-Mobile. MetroPCS's public shareholders will own the rest.

Second, though Deutsche Telekom is acquiring MetroPCS, this is also a way for Deutsche Telekom to undertake a reverse initial public offering for T-Mobile. Deutsche Telekom may be acquiring control of the combined MetroPCS and T-Mobile, but the German telecommunications behemoth wants evenutally to exit this business. If the transaction goes through, expect Deutsche Telekom to sell those shares to the public over time.

Third, because this is really an acquisition, it puts MetroPCS, one of the few national mobile carriers, very much in play.

The deal structure is not that of a typical merger where a buyer sim ply acquires the target. It is instead a recapitalization. A recapitalization is a fancy term that means the rejiggering of a company's capital structure.

The restructuring part is Deutsche Telekom's contribution of the T-Mobile business to MetroPCS in exchange for 74 percent of the share capital of the combined business. And because this is categorized as a recapitalization, the contribution of the shares is tax free to Deutsche Telekom.

The net effect is that Deutsche Telekom is acquiring control of MetroPCS.

But don't expect Deutsche Telekom to hold onto the shares for long. As Rene Obermann, the company's chief executive, acknowledged on an investor call, this is also a way for Deutsche Telekom to gain liquidity for its T-Mobile interest. Mr. Obermann called the transaction a “turbo I.P.O.” By doing it this way, Deutsche Telekom saves on I.P.O. costs, and also has an asset that is more easy to sell since it has greater scale.

There are als o some bells and whistles on the transaction. There is a $1.5 billion dividend to MetroPCS shareholders to give them an incentive to vote for the share issuance to T-Mobile. There is also a 2-for-1 reverse stock split of MetroPCS shares. The parties didn't disclose why, but the reverse stock split is likely intended to push the MetroPCS stock price back above the $10 range after the large dividend and keep up appearances. The stock split also has the convenience of ensuring that MetroPCS has enough authorized shares to issue to Deutsche Telekom.

MetroPCS will also restructure its debt, and Deutsche Telekom has committed to lending the new entity as much as $6 billion more in financing on top of the $15 billion the combined entity will owe Deutsche Telekom.

But it is the structure of the transaction that very much puts MetroPCS up for sale.

Under Delaware law, the deal is viewed as a sale because Deutsche Telekom is obtaining majority control of Metro PCS. This puts the Metro PCS board into so-called “Revlon-land” (referring to a 1985 Delaware decision in a takeover battle over Revlon), requiring the board to obtain the highest price reasonably available for the sale of the company.

This is an open invitation for another bidder to come in and pay a higher amount, something the MetroPCS board must now accept if it a clearly superior offer.

Deutsche Telekom's main fear here is likely Sprint. Earlier this year, MetroPCS had previously thought it had a deal with Sprint, but the Sprint board pulled out at the last minute.

MetroPCS is reported to be - surprise! - not unhappy that this new deal may spur Sprint to come to the table. And because Revlon duties apply, MetroPCS's board is now bound to take the highest price reasonably available. If MetroPCS takes this offer, it must pay a $150 million termination fee to Deutsche Telekom.

Notably, Deutsche Telekom tried to deal with this issue by putting a “force-the-vote” provision in the transaction agreement. MetroPCS cannot terminate this deal even if a competing bid is made unless the company holds its shareholder vote and shareholders vote no. Before then, only Deutsche Telekom can terminate the deal even if MetroPCS's board recommends a competing bid. And Deutsche Telekom will have five business days to match any competing bid before MetroPCS's board can even make such recommendation change.

While this will not deter a Sprint bid it will make it harder to complete and give Deutsche Telekom more time to respond to any competing bid.

Ultimately, the structure of the transaction is likely driven by the fact that Deutsche Telekom wants liquidity but MetroPCS can't pay the cash necessary to acquire T-Mobile. The contribution is therefore a stepping stone to such liquidity but Deutshe Telekom is now forced to accept this risk of a competing bid.

The next move is up to Sprint.

Either way, the r eal winners here may be Deutsche Telekom's lawyers and investment bankers. They likely got paid their fees out of the $3 billion in cash AT&T paid to Deutsche Telekom in connection with AT&T's thwarted attempt to purchase T-Mobile. And if this transaction also fails, these lawyers and bankers also likely will be paid some part of their fees, leaving them teed up to take a run at a third transaction.

Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.



Do We Ban App Distractions, Too?

I know not every iPhone owner likes or uses Siri, but I use her constantly. Some commands I use daily, like the alarm commands (“Wake me at 7:30”), app-opening commands (“open Calendar”) and calling commands (“Call my mom”).

I just can't understand why anybody would prefer to do those tasks the long way: wake the phone, swipe to unlock, enter the password, hunt around for the app, open it and then begin the transaction.

Recently, I've started using another command, one I'd forgotten about: “Read my messages.” When your phone chimes to let you know that somebody has texted you, “read my messages” makes Siri read the whole thing to you aloud. “Message from Casey Robin: ‘I'm running late. Can you order me a salad?' You can reply, or read that again.”

At which point you can reply by voice, if you want.

I already know the kind of response I'll get to this post. Because a couple of weeks ago, I wrote ab out walkie-talkie apps like Voxer and HeyTell. I pointed out that walkie-talkieing is much safer than texting when you're driving, because you never have to take your eyes off the road.

I was promptly slapped down by the zero-tolerance club:

As the president of a large bicycle club, I am extremely sensitive to distracted driving, and how it inflicts injuries and death.
In your recent article, you wrote: “If you're driving, walkie-talkie communication is far safer than texting. You never have to look at the phone.”

You imply that some distractions are safer than others. The truth is that distracted driving kills and maims, no matter what level, e.g. hands-free talking, etc. It's been proven. The numbers are in.

Please represent this activity as the killer it is in your articles. You should know better.

There's software on the market that can shut down cellphones. This is something you could promote.

Actuall y, as I wrote back to my correspondent, I'm well aware of the dangers of distracted driving, and I've written about them often. (I've even reviewed the apps to which he refers, the ones that automatically disable your phone when you're driving.)

Our disagreement boils down to this: Do we accept that some people will text and drive no matter what, and work to minimize the distraction?

Or do we think that that such mitigation measures will only encourage more distracted driving?

This is a familiar debate. It comes up in other areas of society. Do we accept that young people will have sex no matter what, and distribute free condoms to minimize unwanted pregnancy and disease? Or will that just encourage more underage sex, so we should focus on encouraging abstinence?

Do we accept that some people will use illegal drugs, and distribute free needles to minimize the spread of AIDS? Or do we think that free needles will just encourage them?

I suppose yo u can pretty much guess which side of the texting argument I take: So far, no matter how many awful statistics and videos we've shown our teenagers, they continue to text in the car. And I still struggle to believe that while you're piloting a two-ton projectile at high speed, speaking into a walkie-talkie with your eyes on the road is as dangerous as looking down at the phone.

Still, I fully, deeply understand both viewpoints.

What would probably make the zero-tolerance gang happier - and me, too, I guess - is a world where cellphones couldn't text while the car is in motion. But that won't happen any time soon; the apps that block texting in motion are riddled with problems.

For example, these apps can't distinguish whether you're a driver or a passenger, so they also prevent passengers from texting, which is going to be a tough sell. These apps also lock up your phone when you're on a train or bus, which is a tad unnecessary.

Above all, these apps work only on GPS-equipped smartphones, like iPhones and Android phones. In other words, text blockers won't run on the hundreds of millions of regular dumbphones.

For now, maybe the best solution is making texting while driving illegal, as it already is in 39 states (and the District of Columbia). That way, we don't even have to have this debate. I'm happy, because there's a legitimate reason for people to take the “don't text” plea seriously; the zero-tolerance fans are happy, because, well, there's zero tolerance.

In the meantime, I'll still ask Siri to “read my messages” while my attention is on the road. Yes, of course, any kind of distraction is worse than none. But hearing one sentence read aloud seems to be the least of our automotive distractions - we also have to worry about car stereos, GPS units, passenger conversation and even everyday mind-wandering. The deprivation-tank automobile is still, I'm afraid, a fantasy.



Sprint Shares Fall on Report of Possible Counterbid for MetroPCS

If Sprint Nextel is seriously weighing a counter-offer for MetroPCS, the cellphone service provider's shareholders don't appear particularly enthusiastic.

Shares of Sprint were down more than 3 percent in midday trading on Thursday, after Bloomberg News reported that Sprint is weighing a potential challenge to T-Mobile's proposed merger with the prepaid wireless company. The deliberations are at an early stage, according to the news report.

Strangely enough, MetroPCS shares didn't receive the customary boost that accompanies speculation that another suitor may emerge. They were down 2.6 percent, at $11.93.

A spokesman for Sprint declined to comment.

If MetroPCS were to complete its merger with T-Mobile, it would bolster the strength of the low-cost cellphone network operator as it battles with larger rivals like Verizon Wireless and AT&T. Moreover, it would leave Sprint with few options if it wants to grow through acquisitions, something that the c ompany's chief executive hinted at last month.

Sprint has been hunting for additional wireless spectrum as it builds out its Long Term Evolution service, which would provide the high data speeds used by the latest generation of smartphones. Many analysts had seen MetroPCS as a good complement, given its abundance of network capacity and its use of the same CDMA cellphone technology.

Sprint and MetroPCS nearly merged earlier this year, in a stock-and-cash deal that was scuppered at the last minute by the former company's board.

Industry bankers have said that Sprint may make another run at the company it left at the altar. There aren't exceptional restrictions preventing such a move: MetroPCS would owe T-Mobile's parent, Deutsche Telekom, a $150 million break-up if it accepted a deal from another suitor.

But some in the industry expressed skepticism that Sprint would be able to carry out a deal it had already walked away from, despite the benefits that a merger with MetroPCS would bring.

“This deal is substantially more complicated than what was contemplated six months ago, and Deutsche Telekom still wanted to go forward,” one person close to MetroPCS told DealBook on Wednesday.



Keeping the Lines of Communication Open

Patrick Hull, a serial entrepreneur and angel investor, is chief executive of Phull Holdings, a private investment firm with interests in more than 30 companies.

Venture capital, angel investment and private equity firms have become an increasing attractive form of financing for private companies, especially as the economy continues its uneasy path to recovery. Businesses, especially those in the start-up or growth phase, rely on these private forms of investment to take their companies to the next level.

Despite the importance of raising capital from private sources, too many companies continue to mishandle a critical component of these types of partnerships: investor relations. In my own experience and through conversations with fellow private investors, start-ups, small businesses and mid-level companies have become lax in their duties to their financing sources. Consistent communication and strong relationships with investors will make it easier for e xecutives to raise capital and leverage resources for their company's growth.

Well-executed investor relations require consistent, frequent and honest communication between investment firms and young companies. Considering how important that relationship is, this should not be a new concept. Investment firms and their principals are not A.T.M.'s that are uninterested in receiving a return for their money. They should be treated as advocates and resources. They are members of the company's team and should be kept informed of developments. Too often, executives approach investors only when a company needs more money. Instead, they must establish consistent communications and build relationships with them. Investors now expect this consistent level of communication from companies, and it should become standard practice.

Reporting is a critical component for investors. In a time when text messaging, Facebook posts and tweets are commonplace, it is essential for these communications to be more formal. Investors expect that updates, financial information and questions be delivered in writing, either through mail or e-mail. Executives should send informal and brief updates to investors on a monthly basis. The monthly update should include profit and loss information. A more substantial report should be issued to investors on a quarterly basis. This report can include detailed financial information and be longer than the monthly updates.

In addition to reports, investors should demand quarterly update meetings. These meetings can either be in person or via conference call. As investors, we expect the opportunity to provide advice because that is part of your responsibility to us. These meetings also benefit the companies in which we've invested money. Ideas for further growth opportunities are likely to arise during strategic and collaborative brainstorming sessions with investors. Businesses can benefit from the experience and contac ts. If a company is on an investor's radar, the investor is more likely to make connections with others who can help the business grow or provide additional resources.

The most important factor in investor relations is honesty. Most private equity firms monitor financial data and day-to-day operations. However, at the venture or angel investing level, many investors do not have the time to micromanage these elements. That is why an honest assessment of the business's successes and challenges is so important. Relationships, whether they are personal but most especially professional, are built on a trust and transparency. Investors understand that there might not always be good news. That is business. Moreover, investors can serve as crucial allies to address challenges and will respect companies more for their honesty.

As investors, we are taking a financial interest in a company. Therefore, consistent communications force accountability. They also encourage eval uation to ensure that the operations or objectives of the company are moving in the right direction. When executed properly, executives will be able to grow their business and raise capital more effectively. The insight that we provide can help build infrastructure so that the start-up can be the company that it dreams of becoming.



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Barclays Names McGee Top Americas Corporate and Investment Banker

Barclays named Hugh E. McGee III, one of the firm's senior deal makers, as its most senior corporate and investment banker in the Americas on Thursday, as part of a broader reorganization within the British bank.

Mr. McGee, who goes by Skip, will become the firm's chief executive of corporate and investment banking for the Americas, according to an internal memorandum reviewed by DealBook. In that role, he will work closely with Rich Ricci, Barclays' the chief executive of corporate and investment banking worldwide.

He will also move up from being the head of the investment banking division to its chairman. Tom King, currently a head of corporate finance and mergers and acquisitions, will take over as head of the unit next year.

The firm also announced that it was combining its fixed-income and equities sales and trading teams into one markets division. It named Eric Bommensath, the head of the fixed-income business, as the head of the new division.

A spokeswoman for Barclays confirmed the contents of the memo.

A longtime energy banker, Mr. McGee arrived at Barclays when the British firm bought the bulk of Lehman Brothers‘ investment banking operations in 2008. Among the deals he has worked on were XTO Energy's $31 billion sale to Exxon Mobil in 2009, Kinder Morgan‘s $21.1 billion takeover of the El Paso Corporation last year and Kerr-McGee's $16.5 billion sale to Anadarko in 2006.

Other changes announced on Thursday include naming Gerald A. Donini, the head of equities, as the chief operating officer for corporate and investment banking.

The change-up at the investment bank takes place at a time when questions have been raised about the business's future role within Barclays. An upheaval in the bank's management in the wake of an interest rate manipulation led to Antony Jenkins, formerly head of the bank's retail business, recently being named chief executive, replacing Robert Diamond, a former i nvestment banker. Analysts and shareholders have speculated on whether Mr. Jenkins will choose to shed the riskier, more aggressive arm of the bank that has drawn sharp scrutiny from regulators.



Unilever Weighs a Sale of Skippy

Unilever continues to reduce its exposure to the West.

The British-Dutch consumer products giant said on Thursday that it was considering selling its Skippy peanut butter brand in the United States and Canada as it focused more on emerging markets.

“As part of a recently completed strategic review, we have decided to explore various options for our Skippy business in the U.S. and Canada including, but not limited to, a potential sale of the business,” Anita Larsen, a Unilever spokeswoman, said in a statement.

Skippy brings in annual revenue of about $300 million, Ms. Larsen said.

The peanut butter brand is No. 2 in the United States, with 18 percent of the market, behind Jif, a J.M. Smucker brand, which has 34 percent, according to Bloomberg News, citing SymphonyIRI Group market research data.

Unilever, with brands that range from Dove to Ben & Jerry's, has been selling assets in North America and focusing on emerging markets. In August, t he company sold its North American frozen meals business to ConAgra Foods for $267 million.

Earlier this year, Unilever completed its acquisition of Concern Kalina, a Russian cosmetics brand, as part of its emerging markets strategy.

Unilever is concerned about the sluggish economy, warning in July of “deteriorating global economic conditions and a competitive environment which remains intense.”



Fact-Checking Obama\'s \'Kiss\' to Wall Street

Did Mitt Romney catch President Obama smooching with Wall Street?

The Dodd-Frank act, the Obama administration's response to the 2008 financial crisis, was designed to be a slap in the face to Wall Street after big banks nearly toppled the economy. But Mr. Romney, slamming the president on Wednesday during their first debate of the campaign season, claims the regulatory overhaul was “the biggest kiss that's been given to New York banks I've ever seen.”

That argument might seem strange to Wall Street. If Mr. Obama is cozying up to Lloyd Blankfein and Jamie Dimon, that's news to them. Most big bank executives find Mr. Obama disengaged, even aloof. And some never forgave the president for his unflattering depiction of them as “fat cats.”

As for Dodd-Frank, Wall Street has spent three years â€" and hundreds of millions of dollars â€" trying to kill or tame the law. Mr. Dimon, the Democrat who runs JPMorgan Chase, once said that new rules stemming fro m Dodd-Frank “would damage America.” (He supports other aspects of the law).

Mr. Romney on Wednesday said he supports some regulation but also called for the repeal of Dodd-Frank. When pressed to explain what would replace the law, the Republican nominee declined to provide specifics.

Despite being one of Mr. Obama's signature accomplishments, Dodd-Frank has played a back seat to health care and broader economic issues on the campaign trail. But the debate on Wednesday brought Dodd-Frank to the forefront.

For his part, Mr. Obama defended the law and attacked an era of deregulation that he says enabled Wall Street recklessness. “Does anyone out there think that the big problem we had is that there was too much oversight and regulation of Wall Street?” Mr. Obama said on Wednesday.

Mr. Romney countered with a common criticism of Dodd-Frank - that it labels some financial institutions as “systemically important.” Mr. Romney called this policy “an enormous boon” for Wall Street because “it designates a number of banks as too big to fail, and they're effectively guaranteed by the federal government.”

It was this rule that Mr. Romney seemed to interpret as a big kiss to the banks. “I wouldn't designate five banks as too big to fail and give them a blank check.”

Mr. Romney's claims echoed the concerns of Republican lawmakers, who say that Dodd-Frank enshrines several banks as so important that the government would need to rescue them in times of trouble. Dodd-Frank, critics say, did little to break up the nation's biggest banks but left small community banks without implicit government backing and fighting for survival.

But that's not the full story.

For one, Democrats note that the “systemically important” brand is actually meant to strike down the perception that banks are “too big to fail.” As Mr. Obama pointed out on Wednesday, these firms must produce so-called living wills and face other measures that empower regulators to wind down big banks in an orderly fashion.

Mr. Romney's decision to single out five New York banks is also suspect. The designation applies not only to Wall Street banks but to dozens of insurance companies, conglomerates and other major banks scattered across the country. Politico's Morning Money newsletter on Thursday quoted an anonymous executive saying “If he'd named names, it would have been his top five contributors.”

Dodd-Frank supporters also argue that the designation of SIFI - systemically important financial institutions - is hardly a wet kiss. It comes with heightened capital requirements and regulatory scrutiny.

Of course, it's not like Wall Street has never been kissed before. The Clinton administration, at the behest of big banks, tossed out Depression era reforms like the Glass Steagall Act, which prevented banks from buying insurance companies. And when the banks grew so bloated that they nearly burst in 2008, Congress came to their rescue with hundreds of billions of taxpayer dollars.

But is Dodd-Frank the giveaway that Mr. Romney alleges? If so, the Obama administration is kissing but not telling.



Louis Dreyfus and JPMorgan to Sell Energy Trading Venture

Commodity traders have a new trade: themselves.

A joint venture of Louis Dreyfus and a hedge fund owned by JPMorgan Chase announced plans on Wednesday to sell its energy trading business. A group of investors, including Paul Tudor Jones, Glenn Dubin and Timothy Barakett will buy the business, Louis Dreyfus Highbridge Energy. The terms of the deal were not disclosed.

The deal comes a day after the Carlyle Group agreed to take a 55 percent stake in Vermillion Asset Management, a commodities hedge fund with about $2.2 billion in assets.

Morgan Stanley is also reportedly in talks to sell a majority share of its commodities unit to the sovereign wealth fund Qatar Investment Authority, according to the Financial Times.

“We are excited to enter a new chapter of LDH Energy's growth and future development and appreciate the support and enthusiasm of our new investors,” William C. Reed II, the chief executive of Louis Dreyfus Highbridge Energy, said in a statement. “We believe that with their fresh perspective and vision for the company, the prospects for growth at LDH Energy are tremendous as it continues to expand its merchant footprint and grow its asset portfolio.”

The companies are selling for different reasons.

The privately held Louis Dreyfus has been raising funds as it builds out its agriculture trading business. Morgan Stanley is moving in advance of new regulations that would limit its ability to trade for the bank's portfolio. And Carlyle is looking to diversify beyond its core private equity business.

Willkie Farr & Gallagher advised the JPMorgan affiliated fund, Highbridge Capital Management, while Cohen & Gresser worked with the joint venture Louis Dreyfus Highbridge Energy. The various investors worked with Bank of America Merrill Lynch and the law firms Davis Polk & Wardwell and Sullivan & Cromwell.



Dodd-Frank Makes a Debate Cameo

Dodd-Frank Makes a Debate Cameo  | 
While Wednesday night's presidential debate covered a lot of wonky ground, DealBook was gripped when Mitt Romney began discussing the new Wall Street regulation. The Republican candidate called Dodd-Frank “the biggest kiss” for “New York banks I've ever seen,” saying the law was hurting smaller lenders. (Big banks haven't exactly seen it that way.)

Asked whether he would roll back the law, Mr. Romney said, “I would repeal it and replace it.” Mr. Romney also said “one of the unintended consequences of Dodd-Frank” was that it designated “five banks as too big to fail” and gave them a “blank check,” a claim that may be a bit exaggerated. President Obama countered, “Does anybody out there think that the big problem we had is that there was too much oversight and regulation of Wall Street?”

The rivals also discussed tax policies, including ones that could encourage big corporations to repatriate some of their cash. But the issue is more complicated than the candidates made it seem. Victor Fleischer, DealBook's tax columnist, writes: “From a policy perspective, the problem is not so much that tax on foreign income is deferred, but rather that United States income is being masqueraded as foreign income.”

And for those paying close attention Wednesday night, Mr. Romney gave a harsh assessment of Tesla, the electric car start-up that recently received some eased conditions on a government loan.

 

Sprint Left Hanging  | 
T-Mobile USA's deal for MetroPCS puts more pressure on Sprint Nextel, DealBook writes. “MetroPCS represents a potentially big lost opportunity for Sprint,” the No. 3 carrier, which tried and failed to buy MetroPCS earlier this year. Acc ording to The Wall Street Journal, Sprint was in preliminary talks with T-Mobile at the same time as T-Mobile was in negotiations with MetroPCS. One potential takeover target for Sprint, Leap Wireless International, looked like less of a viable partner on Wednesday, DealBook notes. Its shares fell nearly 18 percent.

One of MetroPCS's advisers in the deal was a law firm with an unusual name, writes DealBook's Peter Lattman. Telecommunications Law Professionals, a boutique firm in Washington, “wanted to go with something very descriptive with what we were doing,” said Michael Lazarus, one of the founding partners. “In terms of marketing you know what you're getting right away.” The banks advising on the deal stand to earn at least $50 million, according to an estimate from the research firm Freeman & Company.

 

Whither H.P.?  |  Meg Whitman showed no mercy for her c ompany, Hewlett-Packard, when she told analysts on Wednesday to lower their expectations sharply. The stock tumbled 13 percent by the end of the day. While analysts praised the chief executive for her candor, the weak stock price is increasing deal speculation. The Bits blog writes: “The tech industry is facing a transition from traditional PCs and servers to mobile devices and cloud computing, and is consolidating. H.P. could become a target either for corporate raiders or for another tech company in a hostile takeover.”

 

On the Agenda  |  The focus is on Europe on Thursday, as the Bank of England and European Central Bank announce their interest rate decisions. The head of the European Central Bank, Mario Draghi, is holding a press conference at 8:30 a.m. Eastern time, where he might offer more details on the central bank's bond-buying program. In the United States, the Federal Reserve's policy-making committee releases minutes from its recent meeting at 2 p.m.

Meg Whitman of Hewlett-Packard is appearing on CNBC at 9:05 a.m. The chief executive of AOL, Tim Armstrong, is on Bloomberg TV at 9:45. William Harrison, JPMorgan Chase's former leader, is on Bloomberg TV at 10. And Laurence D. Fink, the head of BlackRock, is on CNBC at 4:10.

 

Keepin' It Real at Third Point  | 

Daniel S. Loeb of Third Point may be the only hedge fund manager to employ the Tupac Shakur theory of investing. In his quarterly letter, he quoted the deceased rapper: “I'm trying to make a dollar out of fifteen cents.” In this case, he was referring to his European debt holdings, which gained 35 percent over the last six months.

 

Is The Financial Times in Play?  |  The chief executive of Pearson, the education and media company that owns The Financial Times, is stepping down after nearly 16 years, raising questions about the future of the newspaper. “Analysts have speculated that Pearson would sell the FT Group, which includes the rose-colored business daily and its various digital assets. Potential buyers include Thomson Reuters and Bloomberg, both of which employ hundreds of financial journalists but do not own a daily newspaper,” The New York Times reports.

 

After Bear Stearns, a Ferris Wheel  |  Richard Marin, who gained notoriety for blogging about movies during a particularly tense weekend for Bear Stearns hedge funds, is now behind the effort to build the world's biggest Ferris wheel on Staten Island, The New York Observer reports.

 

 

 

Mergers & Acquisitions '

Mitsubishi Unit Buys Aircraft Leasing Firm From Oaktree for $1.3 Billion  |  Mitsubishi UFJ Lease and Finance has agreed to acquire Jackson Square Aviation, an aircraft leasing company based in San Francisco, from Oaktree Capital Management for 100 billion yen. DealBook '

 

3M Abandons Deal to Buy Avery Dennison Unit  |  A month after the Justice Department had threatened to sue to block the deal, 3M announced on Wednesday that it was terminating its agreement with Avery Dennison to buy its office and consumer products business for $550 million in cash. DealBook '

 

Louis Dreyfus Said to Be Selling Energy Trading Venture  |  “Glenn Dubin, Paul Tudor Jones and a group of commodity market luminaries are to buy an energy trading business from Louis Dreyfus Group and Highbridge Capital, the hedge fund owned by JPMorgan Chase,” The Financial Times reports. FINANCIAL TIMES

 

Europe Reviews Glencore-Xstrata  |  The European Commission set a deadline of Nov. 8 to weigh in on the deal. WALL STREET JOURNAL

 

Talks Over European Aerospace Merger Test Political Ties  |  The proposed merger between EADS and BAE “is shaping up like many bold pan-European projects: as a test of individual countries' willingness to subordinate their own interests to boost the continent's fortunes,” The Wall Stre et Journal writes. WALL STREET JOURNAL

 

Bartz's Advice for Mayer  |  Carol Bartz, a former chief executive of Yahoo, had some advice for her successor, Marissa Mayer: “It's very, very hard to affect culture. And you can get surprised thinking you're farther down the path of change than you really are because, frankly, most of us like the way things are.” NEW YORK TIMES BITS

 

INVESTMENT BANKING '

European Banks Required to Maintain Capital  |  The decision by a European regulator means banks probably will not be able to buy back shares or pay dividends in the near future. WALL STREET JOURNAL

 

< p>Another Error for Nasdaq  |  The exchange canceled some trades in Kraft Foods after a glitch caused shares to rise nearly 30 percent, The Financial Times reports. FINANCIAL TIMES

 

Temasek Pushes for Changes at Standard Chartered  |  Temasek Holdings of Singapore, which owns an 18 percent stake in Standard Chartered, has been pressuring the bank to appoint more independent directors, according to The Wall Street Journal, which cites unidentified people familiar with the investment company. WALL STREET JOURNAL

 

Morgan Stanley Said to Be in Talks to Sell Stake in Commodities Unit  |  The firm is considering selling “as much as a majority stake of its commo dities unit to the Qatar Investment Authority, according to people familiar with the potential deal,” The Financial Times reports. FINANCIAL TIMES

 

Ocwen Picks Up a Mortgage Lender  |  Ocwen Financial, which collects mortgage payments, is moving into the business of originating mortgages, after agreeing to pay $750 million to acquire Homeward Residential Holdings, The Wall Street Journal reports. WALL STREET JOURNAL

 

Bank of America to Sell New Jersey Office Campus  | 
BLOOMBERG NEWS

 

PRIVATE EQUITY '

French Tax Proposal Provokes Outcry From Private Equity  |  President François Hollande of France wants to tax carried interest at a rate as high as 75 percent - a plan that has private equity managers “predicting their own exile,” Bloomberg News reports. BLOOMBERG NEWS

 

TPG Raises Concerns About Billabong  |  But TPG Capital is still interested in buying the Australian company for $700 million. REUTERS

 

Blackstone Group as Landlord  |  The Blackstone Group “has become the biggest U.S. investor in single-family rental homes by spending more than $1 billion since the start of 2012 to acquire more than 6,500 foreclosed houses in eight metropolitan areas, according to people briefed by Blackstone,” The Wall Street Journal reports. WALL STREET JOURNAL

 

HEDGE FUNDS '

Hedge Fund Seizes an Argentine Ship  |  The Financial Times reports: “An Argentine naval vessel crewed by more than 200 sailors has been seized in Ghana as part of an attempt by the U.S. hedge fund Elliott Capital Management to collect on bonds on which Buenos Aires defaulted in 2001.” FINANCIAL TIMES

 

Tiger Global Said to Log Strong Gains  |  The $6 billion hedge fund is up 22.4 percent for the year, two unidentified people familiar with the numbers told Reuters. REUTERS

 

Hedge Fund Manager Makes a Case Against Apple   |  Doug Kass of Seabreeze Partners said in a recent memo that the world's most valuable company “is losing some mojo and mindshare,” The Wall Street Journal reports. WALL STREET JOURNAL

 

I.P.O./OFFERINGS '

Pay TV Company Astro Malaysia Raises $1.5 Billion in I.P.O.  |  The pay television operator Astro Malaysia's $1.5 billion I.P.O. ranks as Malaysia's third-largest this year, as the country has emerged as a surprise home to one of the top markets for initial public offerings. DealBook '

 

Berry Plastics Prices I.P.O. at Bottom of Range  |  At $16 a share, the Berry Plastics Group is raising $470 million in its I.P.O. Its shares will begin trading on Thursday. WALL STREET JOURNAL

 

VENTURE CAPITAL '

Japanese Entrepreneurs Come Into Their Own  |  The New York Times writes: “As Japan's aging tech giants like Sony and Panasonic continue to falter, a new generation of Japanese technology entrepreneurs is stepping up. While their numbers are small compared to those in the United States, they are turning to a bevy of start-up incubators and even to financing from Silicon Valley. And so-called start-up dating salons, like the bar in central Tokyo, are helping to match would-be collaborators.” NEW YORK TIMES

 

Andreessen Horowitz Backs a Site That Decodes Rap Lyrics  |  With a $15 million investment in Rap Genius, Andre essen Horowitz is betting the site can expand beyond its core function of annotating rap lyrics, The Los Angeles Times reports. LOS ANGELES TIMES

 

LEGAL/REGULATORY '

Wall Street's Influence on the Rule of Law  |  The government has repeatedly declined to enforce the law when it comes to big financial companies, writes Simon Johnson on the Economix blog. But in this recent JPMorgan Chase lawsuit, he asks, “Have we now turned a corner?” NEW YORK TIMES ECONOMIX

 

Changes Come to a Bank-Friendly Regulator  |  The new leader of the Office of the Comptroller of the Currency, Thomas Curry, is said to be trying to take a tougher stance on wrongdoing, Bloomberg News writes. BLOOMBERG NEWS

 

S.E.C. Settles With ‘Dark Pool' Operator  |  The Boston-based broker-dealer eBX agreed to pay $800,000 to settle allegations that it improperly shared confidential information with a unit of Citigroup, The Wall Street Journal reports. WALL STREET JOURNAL

 

Bakers Footwear Files for Chapter 11  | 
WALL STREET JOURNAL

 



Malaysia\'s Astro Raises $1.5 Billion in IPO

HONG KONGâ€" Astro Malaysia, the pay television operator controlled by the Malaysian billionaire Ananda Krishnan, raised 4.55 billion ringgit, or $1.5 billion, in a Kuala Lumpur share sale on Thursday after pricing its offering at the top of the range.

Malaysia has emerged as a surprise home to one of the biggest markets for initial public offerings this year, as investors' appetite for new share sales in the traditional Asian financial centers of Hong Kong and Singapore - as well as in New York and London - has continued to slump.

Three of Asia's four biggest I.P.O.s this year have been in Kuala Lumpur, and those companies' shares have continued to trade comfortably above their offer prices. That is in sharp contrast to Japan Airlines, which staged Asia's biggest share sale this year, and whose stock is down 3.4 percent from its trading debut in Tokyo last month. Shares in Facebook, the world's biggest I.P.O. this year, are down more than 40 percent from thei r offering price.

The Malaysian offerings have generally been bolstered by a large proportion of shares being sold to so-called cornerstone investors - large institutions and wealthy individuals who pre-commit to purchase sizeable stakes and to hold them for a fixed period of time, typically three or six months. At the same time, strong demand from state and local governments and pension funds within Malaysia has also been a supporting factor.

Mr. Krishnan, who privatized Astro in 2010 at a valuation of 8.3 billion ringgit, has subsequently restructured the TV company and is selling down part of his stake as he brings it back to market at a valuation of 15.6 billion ringgit. Astro is selling new shares at 3 ringgit apiece to raise 1.42 billion ringgit for general working capital and to repay debt. Controlling shareholders including Mr. Krishnan are selling existing shares worth 3.13 billion ringgit.

Astro's is the third biggest I.P.O. in Malaysia this year. In June, the palm oil producer Felda Global Ventures raised $3.1 billion in a share sale, while IHH Healthcare, one of Asia's biggest hospital operators, raised $2 billion in a July offering.

CIMB, Maybank and RHB were the joint principal advisers and global coordinators of the offering, while Credit Suisse, Goldman Sachs, J.P. Morgan and UBS also acted as joint coordinators.



Mitsubishi Leasing Unit To Pay $1.3 Billion to Oaktree for Aircraft Leasing Firm

HONG KONGâ€"Mitsubishi UFJ Lease & Finance said Thursday it has agreed to acquire a San Francisco-based aircraft leasing company from Oaktree Capital Management for 100 billion yen ($1.3 billion).

The Tokyo-listed company, a unit of the Japanese conglomerate Mitsubishi Corp., said the acquisition of JSA International, which operates as Jackson Square Aviation, will be funded through cash and bank loans and is expected to close in December.

Mitsubishi UFJ Lease & Finance already currently leases industrial machinery, real estate and automobiles, and said the deal for Jackson Square will help it branch into a new business line and capitalize on rising global aircraft passenger volumes.

Jackson Square was set up in early 2010 with $500 million in initial seed money from Oaktree and today operates a fleet of around 70 aircraft with branch offices in Seattle, London, Miami, Toulouse, Singapore, and Beijing.

Shares in Mitsubishi UFJ Lease & Finance rose 3 percent in Tokyo on Thursday after the deal was announced to close at 3,395 yen per share. The stock is up 11 percent in the year to date, compared with an 11.3 percent gain in the benchmark Nikkei index.