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Morris J. Kramer, Pioneer in Deal Law, Dies at 71

Morris J. Kramer, who as a longtime partner at the law firm of Skadden, Arps, Slate, Meagher & Flom helped revolutionize the practice of advising on mergers and acquistions, died on Friday morning in Manhattan. He was 71.

The cause was complications from prostate cancer, said a son, Oliver Kramer.

In the 1970s, Mr. Kramer was part of a quartet of young merger-and-acquisitions lawyers that became known alternately within Skadden as the “Young Turks” and the “Fab Four.” They trained under Joseph H. Flom, the pioneering corporate lawyer, and helped build Skadden from a small, scrappy practice into one of the world’s leading law firms.

Mr. Kramer and his colleagues made their mark by taking on assignments that New York’s white-shoe establishment law firms had long eschewed and considered déclassé - representing corporations in hostile takeover bids and proxy battles for the control of public companies.

In 1973, Mr. Kramer was a lead architect of an unsolicited bid by International Nickel Company of Canada for ESB Inc., a deal that is widely considered to have set off the tidal wave of hostile takeovers over the next two decades. During the go-go 1980s, he served as a go-to lawyer for Bruce Wasserstein and Joseph Perella at their powerhouse deal shop First Boston.

Considered a brilliant tactician, Mr. Kramer loved what he referred to as the “brain surgery” of a deal, mastering the arcana of a transaction that could give his client an edge in negotiations, or in the courtroom.

“There’s an old saying, ‘if the facts are against you, you pound on the law; if the law is against you, you pound on the facts; and if both are against you, you pound on the table,’” said Franklin M. Gittes, a Skadden partner. “But instead of pounding on the table, we turned to Morris for advice.”

Morris Joseph Kramer was born on Nov. 18, 1941 in Brooklyn. He grew up in Bay Ridge and graduated from Fort Hamilton High School. He earned his undergraduate degree from Dartmouth College in 1963 and graduated from Harvard Law School in 1966.

After a few years practicing at Cahill Gordon & Reindel, Mr. Kramer joined Skadden in 1972. According to “Skadden: Power, Money, and the Rise of a Legal Empire,” a 1994 book by Lincoln Caplan, Mr. Kramer was a quiet, cerebral lawyer but projected “a shimmer of eccentricity” with a flamboyant wardrobe in keeping with the era.

“He arrived dressing in conservative business suits, and soon adopted the mod style (bright-colored shirts, jackets with wide lapels, bell-bottom pants, and long hair),” Mr. Caplan wrote. Mr. Kramer continued to wear his hair in a pony tail well into the 1980s.

In addition to Oliver, he is survived by another son, Jeremy; a brother, Stephen, and three grandchildren. Mr. Kramer, who had homes in Manhattan and Aspen, Colo., was divorced three times.

Neither of Mr. Kramer’s sons followed him into the law; instead, both became film producers. Oliver Kramer is developing a television show about the merger mania of the 1970s and 1980s, focusing on an upstart law firm that closely resembles Skadden during its ascent.

“My father would say that he benefited from being in the right place at the right time,” said Oliver Kramer. “Joe Flom and his protégés did not owe anything to the establishment, so they were not concerned with taking it on.”



Week in Review: Catch-22 for Banks as Profit Tempts Rules

Blackstone won’t bid for Dell. | Checks promise mortgage relief, only to bounce. | Rising bank profits tempt a push for tougher rules. | An unbowed but cautious Goldman. | Dish offers to buy Sprint, joining phone to TV service. | Penney has some persuading to do. | Price of gold takes flashy fall; other markets follow.

A look back on our reporting of the past week’s highs and lows in finance.

Anheuser-Busch Reaches Deal With Antitrust Regulators | The world’s largest brewing company received government approval for for its $20.1 billion deal to buy control of Grupo Modelo, the maker of Corona beer. DealBook »

Blackstone Drops Out of Bidding for Dell | The private equity giant decided to withdraw after discovering that the company’s business was deteriorating faster than it previously understood. DealBook »

Cerberus Owner Might Buy Its Gun-Making Group | Stephen A. Feinberg is said to be considering buying a gun maker that the firm promised to sell in the wake of the slaying in Newtown, Conn. DealBook »

Deal Professor: In Shareholder Fights, Activists Aim at Bigger Targets | Steven M. Davidoff says that shareholder activism is reaching further into corporate America, and the contests are much bigger and involve varied strategies. DealBook »

Dish Offers to Buy Sprint, Joining Phone to TV Service | Dish Network offered $25.5 billion for Sprint Nextel, saying a merger could roll television, high-speed Internet and cellphone services into a single package. DealBook »

News Analysis: Penney Has Some Persuading to Do | The troubled retail chain must convince its suppliers and others that it has a viable plan to recover from its financial difficulties. DealBook »

Morgan Stanley Reports Profit, but Investors Have Doubts | The bank reported a first-quarter profit of $1 billion, after a loss a year ago, but revenue from its fixed-income trading declined by 42 percent. DealBook »

2 Executives Depart in Management Shake-Up at Barclays | In an effort to distance itself from its former chief executive, the British bank is overhauling its leadership team. DealBook »

Bank of America Profit Misses Expectations | First-quarter earnings were substantially higher than in the period a year earlier. DealBook »

An Unbowed but Cautious Goldman | While its profits rose 5 percent from a year ago, the bank faces many market and regulatory challenges. DealBook »

Price of Gold Takes Flashy Fall; Other Markets Follow | The steep fall in gold led a broader sell-off across the markets. The S.& P. index declined the most in one day since early November. DealBook »

As Citigroup’s Profit Surges, Skittish Borrowers Hurt the Consumer Unit | Consumer loans and doing business in Asia and Latin America remain troublesome areas for the bank. DealBook »

Judge Approves Settlement With SAC Capital, but Voices Reservations | A judge conditionally approved a settlement between the hedge fund and securities regulators that allows the firm to pay a $602 million fine without admitting guilt. DealBook »

Pay Stretching to 10 Figures | A number of the hedge fund leaders who had giant paydays last year earned their riches the old-fashioned way: by posting big returns on their investments. DealBook »

Public Offering Values SeaWorld at $2.5 Billion | Blackstone, which paid about $2.3 billion for SeaWorld in 2009, is selling shares in the public offering but will retain control of the company. DealBook »

Shares of Fairway Jump 33% in Their First Day of Trading | The grocery store chain, which remains controlled by the private equity firm Sterling Investment Partners, is hoping investors will get behind its plans to expand. DealBook »

Fairway, New York Grocery With Big Ambitions, Goes Public | Fairway, with 12 stores in the New York area, has intentions of opening 300 outlets across the country. DealBook »

Checks Promise Mortgage Relief, Only to Bounce | Some checks to troubled homeowners bounced after they were issued by the consulting company hired to distribute settlement payments. DealBook »

News Analysis: Rising Bank Profits Tempt a Push for Tougher Rules | Steady earnings growth on Wall Street could embolden the lawmakers and regulators who want to overhaul the banking system. DealBook »

Settling a Billing Dispute, a Law Firm Denounces In-House ‘E-Mail Humor’ | The firm settled out of court with a client who accused it of overbilling in a case where internal lawyers’ e-mails suggested a lax attitude toward the size of the bill. DealBook »

The Trade: Economic Revival Efforts Lead to Worries of a Bubble | Through its unconventional policies, the Federal Reserve is trying to ease the crisis. Instead, Jesse Eisinger of ProPublica says that it has kindled speculation. DealBook »

Money Funds Likely to Face Rule Changes | An S.E.C. spokesman, John Nester, said that “the staff expects to have something for the commission’s consideration in the near future.” DealBook »

Home and the National Anthem | Bruins fans sang The Star-Spangled Banner in an emotional pre-game ceremony. YouTube »



Week in Review: Catch-22 for Banks as Profit Tempts Rules

Blackstone won’t bid for Dell. | Checks promise mortgage relief, only to bounce. | Rising bank profits tempt a push for tougher rules. | An unbowed but cautious Goldman. | Dish offers to buy Sprint, joining phone to TV service. | Penney has some persuading to do. | Price of gold takes flashy fall; other markets follow.

A look back on our reporting of the past week’s highs and lows in finance.

Anheuser-Busch Reaches Deal With Antitrust Regulators | The world’s largest brewing company received government approval for for its $20.1 billion deal to buy control of Grupo Modelo, the maker of Corona beer. DealBook »

Blackstone Drops Out of Bidding for Dell | The private equity giant decided to withdraw after discovering that the company’s business was deteriorating faster than it previously understood. DealBook »

Cerberus Owner Might Buy Its Gun-Making Group | Stephen A. Feinberg is said to be considering buying a gun maker that the firm promised to sell in the wake of the slaying in Newtown, Conn. DealBook »

Deal Professor: In Shareholder Fights, Activists Aim at Bigger Targets | Steven M. Davidoff says that shareholder activism is reaching further into corporate America, and the contests are much bigger and involve varied strategies. DealBook »

Dish Offers to Buy Sprint, Joining Phone to TV Service | Dish Network offered $25.5 billion for Sprint Nextel, saying a merger could roll television, high-speed Internet and cellphone services into a single package. DealBook »

News Analysis: Penney Has Some Persuading to Do | The troubled retail chain must convince its suppliers and others that it has a viable plan to recover from its financial difficulties. DealBook »

Morgan Stanley Reports Profit, but Investors Have Doubts | The bank reported a first-quarter profit of $1 billion, after a loss a year ago, but revenue from its fixed-income trading declined by 42 percent. DealBook »

2 Executives Depart in Management Shake-Up at Barclays | In an effort to distance itself from its former chief executive, the British bank is overhauling its leadership team. DealBook »

Bank of America Profit Misses Expectations | First-quarter earnings were substantially higher than in the period a year earlier. DealBook »

An Unbowed but Cautious Goldman | While its profits rose 5 percent from a year ago, the bank faces many market and regulatory challenges. DealBook »

Price of Gold Takes Flashy Fall; Other Markets Follow | The steep fall in gold led a broader sell-off across the markets. The S.& P. index declined the most in one day since early November. DealBook »

As Citigroup’s Profit Surges, Skittish Borrowers Hurt the Consumer Unit | Consumer loans and doing business in Asia and Latin America remain troublesome areas for the bank. DealBook »

Judge Approves Settlement With SAC Capital, but Voices Reservations | A judge conditionally approved a settlement between the hedge fund and securities regulators that allows the firm to pay a $602 million fine without admitting guilt. DealBook »

Pay Stretching to 10 Figures | A number of the hedge fund leaders who had giant paydays last year earned their riches the old-fashioned way: by posting big returns on their investments. DealBook »

Public Offering Values SeaWorld at $2.5 Billion | Blackstone, which paid about $2.3 billion for SeaWorld in 2009, is selling shares in the public offering but will retain control of the company. DealBook »

Shares of Fairway Jump 33% in Their First Day of Trading | The grocery store chain, which remains controlled by the private equity firm Sterling Investment Partners, is hoping investors will get behind its plans to expand. DealBook »

Fairway, New York Grocery With Big Ambitions, Goes Public | Fairway, with 12 stores in the New York area, has intentions of opening 300 outlets across the country. DealBook »

Checks Promise Mortgage Relief, Only to Bounce | Some checks to troubled homeowners bounced after they were issued by the consulting company hired to distribute settlement payments. DealBook »

News Analysis: Rising Bank Profits Tempt a Push for Tougher Rules | Steady earnings growth on Wall Street could embolden the lawmakers and regulators who want to overhaul the banking system. DealBook »

Settling a Billing Dispute, a Law Firm Denounces In-House ‘E-Mail Humor’ | The firm settled out of court with a client who accused it of overbilling in a case where internal lawyers’ e-mails suggested a lax attitude toward the size of the bill. DealBook »

The Trade: Economic Revival Efforts Lead to Worries of a Bubble | Through its unconventional policies, the Federal Reserve is trying to ease the crisis. Instead, Jesse Eisinger of ProPublica says that it has kindled speculation. DealBook »

Money Funds Likely to Face Rule Changes | An S.E.C. spokesman, John Nester, said that “the staff expects to have something for the commission’s consideration in the near future.” DealBook »

Home and the National Anthem | Bruins fans sang The Star-Spangled Banner in an emotional pre-game ceremony. YouTube »



SeaWorld C.E.O. Hints at Overseas Ambitions

James D. Atchison was a lowly parking lot attendant when he started working at Busch Gardens in Tampa, Fla., nearly three decades ago. Today, he is the chief executive and president of the theme park’s operator, SeaWorld Entertainment, which is now a publicly traded company.

SeaWorld had a promising debut on the New York Stock Exchange on Friday, its stock opening at $30.56 a share, 13 percent above the initial public offering price. The company priced its shares at $27 each in the I.P.O. Thursday evening, raising $702 million and achieving a valuation of $2.5 billion.

The majority of the proceeds from the deal went to the Blackstone Group, which bought the company for $2.3 billion in 2009 and retains control. SeaWorld is using its share of the money to reduce its debt, and, in general, to help it achieve its corporate goals.

In an interview on Friday, Mr. Atchison gave some hints as to what those plans might be. Currently, SeaWorld Entertainment operates 11 theme parks in the United States, including SeaWorld and Busch Gardens, without a presence overseas.

“We could take our Shamu show in Orlando and probably show it in Malaysia or Abu Dhabi or Dubai,” Mr. Atchison said. “There’s a lot of interest in our brands from overseas.”

He cautioned that there is no “imminent announcement” along these lines.

Though building new theme parks requires capital, Mr. Atchison suggested that such projects could be undertaken in partnership with big investors, such as a sovereign wealth fund, which might add hotels or other structures to the development.

“If you look at these development opportunities, they’re often in connection with other real estate plays,” he explained. “A lot of the development opportunities we have are actually capital-light.”

Before going public, SeaWorld fielded some interest from possible buyers, Mr. Atchison said. Though he declined to go into detail, Mr. Atchison said none of the offers “got our focus off of this transaction,” the initial public offering.

In the near term, SeaWorld hopes to increase its revenue by attracting more visitors to its existing parks. It’s doing that in part by adding new attractions, like a narrative-driven ride called “Antarctica: Empire of the Penguin” in its Orlando, Fla., SeaWorld park. That experience will feature a new animated penguin character, Puck.

During the I.P.O. roadshow, as the company pitched prospective investors, it became clear that one of SeaWorld’s primary strengths was its well-known brands, Mr. Atchison said.

“Every person I spoke with had some memory or some experience at a park,” Mr. Atchison said.

Under Blackstone’s ownership, the company has been able to take advantage of those brands in ways that might not have been possible with the previous owner, the giant beer maker Anheuser-Busch InBev, according to Mr. Atchison, who was president and chief operating officer of the division before Blackstone bought it.

For instance, the company introduced a new television show on ABC last year, highlighting its work rescuing injured animals. With Anheuser-Busch InBev executives focused mostly on beer, such projects “would have been difficult” in the past, Mr. Atchison said.

Conveying its message to a wide audience will be particularly important for SeaWorld this summer, when a new documentary, “Blackfish,” about the death of a trainer at the Orlando theme park, is scheduled to be released.

The company came under widespread criticism after the incident in 2010, when a trainer was killed by an Orca whale in full view of visitors.

“I would argue passionately that we have the best care and the best animal practices on this planet,” Mr. Atchison said.

“There’s always going to be folks on the other side of the argument, animal rights activists and so forth,” he added. “We have weathered storms like that before. It’s not a new problem for us.”

For Mr. Atchison, 47, a graduate of the University of South Florida, who operated rides and emptied trash cans before rising to become a general manager of SeaWorld Orlando and then a company executive, being at the New York Stock Exchange was an exciting experience.

The chief executive was joined at the exchange by some of the company’s most important assets: an otter, a lemur and a group of penguins, who did an admirable job posing for the cameras.

“They were a big hit,” Mr. Atchison said. “We have 67,000 animals in our collection, so we were able to spare a few for today.”



Blame Microsoft

Microsoft may be the quiet villain of global finance.

Excel errors overstated pre-crisis structured finance ratings, dented JPMorgan Chase’s risk management just as banks were on the mend, and tripped up influential fiscal policy ideas. The rest of the Office suite of “productivity” applications â€" the bulk of a division responsible for $24 billion in revenue in the last fiscal year â€" seems equally apt to court trouble.

In 2007, the triumph of the spreadsheet-style financial model peaked with so-called constant proportion debt obligations. This piece of structured finance genius managed to garner AAA ratings despite being designed so that as losses started accumulating, the built-in leverage would automatically increase (yes, increase). Sure enough, a coding error at Moody’s Investors Service had inflated the firm’s CPDO ratings.

Then there was JPMorgan’s $6 billion “London whale” trading loss last year. Excel flubs made another appearance. Also, overly flattering input assumptions allowed risk outputs to be understated - the garbage in, garbage out principle. Most recently, a graduate student discovered a spreadsheet error missed by two Harvard economists, undermining part of their widely cited theoretical case for austerity.

Microsoft Word, meanwhile, has had broader dubious effects. Long, jargon-filled documents obscure the central issues in all kinds of corporate and government reporting. The ability to copy and paste easily also has surely blunted the need to understand ideas.

Ultimately, the elegant graphics of PowerPoint have validated the wackiest results from spreadsheets and the kookiest of strategies advanced by chief executives and investment bankers. It’s not for nothing that Edward Tufte, a Yale professor and statistical presentation guru, once held forth under a headline reading: “Power corrupts. PowerPoint corrupts absolutely.”

The Outlook e-mail and calendar application and the world of networked computing, meanwhile, add to the information overload, straining systems and attention spans. Worse, they encourage the kind of idiotic but revealing exchanges between bankers that have made life easier for prosecutors.

All told, Office has played more than just a cameo role in the dark side of capitalism, a distinction that undercuts the technology’s economic and social value. It would help if financiers deployed Microsoft’s tools with common sense rather than trying to use them as a substitute.

Richard Beales is assistant editor at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Blame Microsoft

Microsoft may be the quiet villain of global finance.

Excel errors overstated pre-crisis structured finance ratings, dented JPMorgan Chase’s risk management just as banks were on the mend, and tripped up influential fiscal policy ideas. The rest of the Office suite of “productivity” applications â€" the bulk of a division responsible for $24 billion in revenue in the last fiscal year â€" seems equally apt to court trouble.

In 2007, the triumph of the spreadsheet-style financial model peaked with so-called constant proportion debt obligations. This piece of structured finance genius managed to garner AAA ratings despite being designed so that as losses started accumulating, the built-in leverage would automatically increase (yes, increase). Sure enough, a coding error at Moody’s Investors Service had inflated the firm’s CPDO ratings.

Then there was JPMorgan’s $6 billion “London whale” trading loss last year. Excel flubs made another appearance. Also, overly flattering input assumptions allowed risk outputs to be understated - the garbage in, garbage out principle. Most recently, a graduate student discovered a spreadsheet error missed by two Harvard economists, undermining part of their widely cited theoretical case for austerity.

Microsoft Word, meanwhile, has had broader dubious effects. Long, jargon-filled documents obscure the central issues in all kinds of corporate and government reporting. The ability to copy and paste easily also has surely blunted the need to understand ideas.

Ultimately, the elegant graphics of PowerPoint have validated the wackiest results from spreadsheets and the kookiest of strategies advanced by chief executives and investment bankers. It’s not for nothing that Edward Tufte, a Yale professor and statistical presentation guru, once held forth under a headline reading: “Power corrupts. PowerPoint corrupts absolutely.”

The Outlook e-mail and calendar application and the world of networked computing, meanwhile, add to the information overload, straining systems and attention spans. Worse, they encourage the kind of idiotic but revealing exchanges between bankers that have made life easier for prosecutors.

All told, Office has played more than just a cameo role in the dark side of capitalism, a distinction that undercuts the technology’s economic and social value. It would help if financiers deployed Microsoft’s tools with common sense rather than trying to use them as a substitute.

Richard Beales is assistant editor at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Blame Microsoft

Microsoft may be the quiet villain of global finance.

Excel errors overstated pre-crisis structured finance ratings, dented JPMorgan Chase’s risk management just as banks were on the mend, and tripped up influential fiscal policy ideas. The rest of the Office suite of “productivity” applications â€" the bulk of a division responsible for $24 billion in revenue in the last fiscal year â€" seems equally apt to court trouble.

In 2007, the triumph of the spreadsheet-style financial model peaked with so-called constant proportion debt obligations. This piece of structured finance genius managed to garner AAA ratings despite being designed so that as losses started accumulating, the built-in leverage would automatically increase (yes, increase). Sure enough, a coding error at Moody’s Investors Service had inflated the firm’s CPDO ratings.

Then there was JPMorgan’s $6 billion “London whale” trading loss last year. Excel flubs made another appearance. Also, overly flattering input assumptions allowed risk outputs to be understated - the garbage in, garbage out principle. Most recently, a graduate student discovered a spreadsheet error missed by two Harvard economists, undermining part of their widely cited theoretical case for austerity.

Microsoft Word, meanwhile, has had broader dubious effects. Long, jargon-filled documents obscure the central issues in all kinds of corporate and government reporting. The ability to copy and paste easily also has surely blunted the need to understand ideas.

Ultimately, the elegant graphics of PowerPoint have validated the wackiest results from spreadsheets and the kookiest of strategies advanced by chief executives and investment bankers. It’s not for nothing that Edward Tufte, a Yale professor and statistical presentation guru, once held forth under a headline reading: “Power corrupts. PowerPoint corrupts absolutely.”

The Outlook e-mail and calendar application and the world of networked computing, meanwhile, add to the information overload, straining systems and attention spans. Worse, they encourage the kind of idiotic but revealing exchanges between bankers that have made life easier for prosecutors.

All told, Office has played more than just a cameo role in the dark side of capitalism, a distinction that undercuts the technology’s economic and social value. It would help if financiers deployed Microsoft’s tools with common sense rather than trying to use them as a substitute.

Richard Beales is assistant editor at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Credit Suisse Embraces the Dark Side of Trading

The debate over dark pools â€" private, electronic stock trading platforms â€" may get more murky.

Credit Suisse, the operator of the nation’s largest dark pool, has told the major industry data providers that it will no longer provide information on how much trading happens in its pool, CrossFinder.

The data providers, Tabb Group and Rosenblatt Securities, provide the only window into what is happening in dark pools, which do not have to follow the same rules as public stock exchanges on reporting trades publicly. In the most recent data from Rosenblatt, CrossFinder was reported as having processed almost 2 percent of all stock trades in February.

Credit Suisse’s decision comes after an escalating public debate about the amount of trading going on away from the public exchanges, and the effect it is having on the stock markets.

The exchanges, the data firms and many trading firms have said that the amount of trading going on in the dark, off the exchanges, now accounts for about 40 percent of all stock trading. The heads of the three largest exchanges visited with regulators last week to complain about the rise in off-exchange trading. Regulators had previously said they are worried about the trend.

Credit Suisse has said the data being used misrepresents the nature of trading both on and off exchanges.

Writing in Traders magazine, the head of Credit Suisse’s dark pool, Dan Mathisson, said that much of the trading happening on the exchanges should be considered dark trading. In his essay, Mr. Mathisson also criticized an article and a separate editorial in The New York Times reporting on the issue.

“After the past decade of market structure changes, the difference between exchange trading and off-exchange trading has blurred to the point where there really isn’t that big a distinction,” he wrote.

The head of Rosenblatt Securities dark pool monitoring, Justin Schack, responded to the Traders piece on Twitter on Thursday, saying, “I like/respect Dan Mathisson but on this issue he is wrong.”

“Bottom line - exchange dark orders are a totally different animal from non-exchange dark pools,” he wrote.

Credit Suisse informed Rosenblatt on Friday that it would no longer be sharing its data with the firm.

Credit Suisse did not immediately respond to comments about the motivation for its decision.

At the Tabb Group’s Web site, Adam Sussman wrote that he was disappointed with Credit Suisse’s decision but understood that the publicity stopped being good for Credit Suisse’s business.

Mr. Sussman wrote that “we still feel it is important for the industry to continue to try to measure these numbers. At least until regulators feel the same and put in place a better way for the industry to measure the volume and impact of different trading mechanisms.”

Richard Adamonis, a spokesman for the New York Stock Exchange, was critical of Credit Suisse and said, “We don’t believe making things even darker is the answer to the transparency issues presented by dark trading.”



Dell Shares Fall Below Buyout Offer Price

Shares of Dell fell nearly 4 percent in trading on Friday afternoon after the Blackstone Group withdrew from the bidding for the PC maker.

The stock was trading below the $13.65-a-share offer made by the company’s founder and Silver Lake Partners to take the company private, reaching a low for the day of $13.40.

“We now believe that a higher bid is unlikely and that the $13.65 bid will gain
shareholder approval,” analysts at Jefferies wrote in a note on Friday.

Related Links
  • Blackstone Drops Out of the Bidding for Dell (April 18, 2013)

Blackstone, which last month had indicated an offer of more than $14.25 a share for control of Dell, had been seen as the best chance for a higher bid to the proposed buyout. The private equity firm and the activist Carl C. Icahn were the two preliminary bidders who emerged from the Dell board’s 45-day “go shop” process to flush out alternatives to the $24.4 billion offer to take the company private.

As DealBook reported on Thursday, Blackstone said in a letter to the special committee of the Dell board, that it had decided to walk away after discovering that the company’s business was deteriorating faster than it previously understood.

Blackstone had been examining Dell’s books as a prelude to making a possible final bid.

Erik Gordon, a professor at the Ross School of Business at the University of Michigan, told Bloomberg News: “It’s rare for a private equity firm to drop out unless they’re driven out by a bidding war or they find a monster under the bed when they do due diligence. Everybody knew the PC business was falling apart. The only question was how quickly.”

Mr. Icahn, who last month proposed an offer of $15 a share for about 58 percent of Dell, remains as a possible bidder. It is unclear what his next move will be, but some big shareholders of Dell â€" in particular, Southeastern Asset Management, he biggest Dell shareholder after Mr. Dell â€" have expressed their unhappiness with the buyout offer from the company’s founder and Silver Lake.

Earlier this week, the Dell special committee and Mr. Icahn reached an agreement that that limits Mr. Icahn’s ownership stake in the company while allowing him to contact other shareholders about a possible bid for the computer maker.

The Jefferies analysts, while expecting the buyout group to prevail, added, ” We note there is still a potential for Silver Lake to slightly sweeten its offer.”

Wells Fargo analysts said: “We believe that a Dell privatization will happen as the logic to operate outside the eye of public scrutiny to transform the company is sound.”



No Need for 2 Tracks in Money Market Overhaul

Two-tier money market fund reform is as clear as mud. The Securities and Exchange Commission is trying again to regulate these mutual funds, which compete with bank deposit accounts. But the rules could favor funds that invest in government debt over those buying corporate debt.

The S.E.C. isn’t talking specifics, but Laurence Fink, chief executive of BlackRock, is. He told analysts this week that some funds may have to adopt a floating net asset value (NAV) - a standard in the mutual fund industry but anathema to those running these accounts that invest in short-term debt. That’s because investors, who view money market funds as higher-yielding savings accounts, could actually lose money if NAV is no longer pegged to $1 per share. But the scheme is the best option floated by regulators who want to stop 2008-like runs from happening again. It’s simple and puts risk back where it belongs: on investors.

But, according to Mr. Fink, it seems a floating NAV may not be applied to funds that invest in government debt like U.S. Treasuries. In a letter to regulators last December, BlackRock argued these funds, which represent 45 percent of the $2.5 trillion market, should be exempt. After all, they weren’t part of the panic in 2008, which forced the government to bail out the industry with a blanket guarantee.

Back then, though, sovereign debt was considered risk free. It’s not anymore. The debt ceiling debacle and bailouts of Greece and Cyprus have shaken investor faith. Regulators, of course, could require additional safeguards for funds with fixed NAVs, like capital buffers. But that would unnecessarily complicate regulation and supervision. Moreover, it would obscure, not clarify, the risks for investors who aren’t likely to take the time to read the fine print.

It’s not clear why there need to be two sets of rules for money market funds, other than the need to get a deal done. The effort to reform money market funds has been a long slog. And the S.E.C. has already failed once to overhaul the industry.

Compromise may be necessary, but it shouldn’t come at the expense of sensible regulation.

Agnes T. Crane is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Anheuser-Busch Reaches Deal With Antitrust Regulators

Anheuser-Busch InBev announced on Friday that it had received government approval for for its $20.1 billion deal to buy control of Grupo Modelo, the maker of Corona.

The Obama administration sued on Jan. 31 to block the takeover, arguing that the deal would give Anheuser-Busch InBev too much control over the American beer market, potentially reducing choices.

The agreement filed with the court on Friday resolves the regulatory concerns. Under the deal, Constellations Brands will pay about $5 billion to buy Anheuser Busch InBev’s 50 percent stake in Crown Imports, the company that imports Corona into the United States, as well as some breweries and operations. Constellation, one of the world’s largest wine companies, already owns half of Crown alongside Modelo.

The Mexican Competition Commission approved the revised transaction in early April, the companies said.



Anheuser-Busch Reaches Deal With Antitrust Regulators

Anheuser-Busch InBev announced on Friday that it had received government approval for for its $20.1 billion deal to buy control of Grupo Modelo, the maker of Corona.

The Obama administration sued on Jan. 31 to block the takeover, arguing that the deal would give Anheuser-Busch InBev too much control over the American beer market, potentially reducing choices.

The agreement filed with the court on Friday resolves the regulatory concerns. Under the deal, Constellations Brands will pay about $5 billion to buy Anheuser Busch InBev’s 50 percent stake in Crown Imports, the company that imports Corona into the United States, as well as some breweries and operations. Constellation, one of the world’s largest wine companies, already owns half of Crown alongside Modelo.

The Mexican Competition Commission approved the revised transaction in early April, the companies said.



SeaWorld Shares Jump 13% in Trading Debut

SeaWorld Entertainment made a splash on Friday in its debut as a publicly traded company.

The stock of the theme park operator opened at $30.56 a share on the New York Stock Exchange, 13 percent above the initial public offering price.

The company, taken public by the Blackstone Group, priced each share at $27 Thursday evening, the top of its expected range, raising $702 million and valuing the company at $2.5 billion.

SeaWorld’s stock, under the ticker symbol SEAS, climbed higher during the morning, trading around $31.

The deal is one of the biggest offerings of a private-equity backed company in recent months. Blackstone, which paid $2.3 billion for SeaWorld in 2009, sold 16 million shares in the offering but retains control of the company.

SeaWorld earned $77.4 million last year, four times what it made in 2011. As a sweetener for its new investors, it plans to pay a dividend of 20 cents a share starting this quarter.

But the company, which operates 11 theme parks, including SeaWorld and Busch Gardens, is vulnerable to consumers who remain frugal in the wake of the recession.

SeaWorld gets most of its money from admissions at its parks, and also relies on sales of food and merchandise. Its average ticket price is higher than those of two main rivals, Six Flags and Cedar Fair, according to a research note from Ian Corydon, an analyst with B. Riley & Company.

The company is counting on the strength of its well-known brands, including Shamu, in a push to draw more visitors. It has added new attractions at its parks and released iPhone and Android apps. It also plans to introduce an animated penguin character, Puck, at its theme park in Orlando, Fla.

SeaWorld is still haunted by an incident at its theme park in Orlando, where a trainer was killed by an Orca whale in full view of visitors in 2010. The company continues to deal with the legal fallout from the killing, which is the subject of a documentary to be released this summer.

The offering was handled by Goldman Sachs, JPMorgan Chase, Citigroup, Bank of America Merrill Lynch, Barclays and Wells Fargo Securities.



Cyberattacks a Huge Threat to Start-Ups, and Their Investors

Craig A. Newman and Daniel L. Stein are litigation partners with Richards Kibbe & Orbe, the New York-based law firm. Mr. Newman also serves as chief executive of the Freedom2Connection Foundation, a nonprofit group focused on promoting Internet freedom through the use of technology. Mr. Stein is a former federal prosecutor.

Recent news coverage of cybercrime reads like a modern spy novel, centered on antiestablishment hackers, sophisticated foreign espionage and threats of retaliation. While the intrigue continues, the endless news of cyberattacks has been greeted with not much more than a shrug by investors.

Underlying this is a little-known area of online theft aimed at stealing intellectual property. Prominent attacks of major banks, news organizations and technology giants garner headlines, but it’s the tech-driven start-ups and growth companies that are often far more vulnerable to an attack.

Hackers are aiming at these young, innovative companies with the goal of walking away with an entire business. Consider the innovative American companies that have revolutionized the way we live and work, like Google and Instagram. They were all built on a foundation of intellectual property rights: little more than a few great ideas, a unique business model and some computer code - all accessible with a few clicks of the mouse.

For start-ups, cybercrime is not an expensive annoyance, or part of geo-political gamesmanship, but a potentially devastating blow to their brand and their competitive position. A digital intrusion carries the risk that critically valuable intellectual property is compromised, leading to their next big idea showing up not on Wall Street, but on the streets of Shanghai.

In fact, a recent study by Kaspersky Lab, a technology security firm, revealed that a Chinese hacking ring infiltrated the servers of dozens of video gaming companies. One of them was Trion Worlds, a privately held company in the United States that develops and publishes video games and gaming platforms including Defiance, the game tied in to a new sci-fi television series. Trion hasn’t commented on the attack. The hackers reportedly stole valuable source code from the game developers and publishers, probably to sell pirated versions of its video games.

In the fast-moving, cash-devouring world of start-ups, investors can’t simply assume the executives running these private companies are spending on digital security. The venture capitalists, angel investors and others who invest in start-ups are certainly a savvy group and rightly focused on business plans and cash flow. But the truth is that some are behind the curve in demanding protections against cyber risks, and unwittingly adding significant risk to their own investments.

Public company investors have some protection, through government-required disclosures. In October 2011, the Securities and Exchange Commission issued guidelines reminding public companies to disclose to shareholders the costs and risks of cybercrime.

There have been only a handful of these disclosures so far, but the obligation to report cybercrime is clear. As public companies come to understand the material nature of cyber threats, public disclosures should begin to shed more light on how they are addressing the risk.

But the more alarming fact is that private companies - many of which are the incubators for the newest technology and intellectual property - are under no securities law obligation to report cyberattacks to their investors. And it’s these private companies that are often struggling and unable to spend more than the bare minimum to safeguard their intellectual property and to protect their critical infrastructure - making them the perfect target for hackers.

A cyber protection plan in place isn’t just good governance, it’s also good business. A 2012 study on the cost of cybercrime found that companies using good security governance practices saved more than $1 million a year, while those employing a high-level security leader saved an average of $1.8 million.

What’s clear is that cybercrime is a new dimension of risk that private equity and venture investors are only beginning to grasp. Professional investors - many of whom owe fiduciary duties to their own investors - have been too slow to recognize the threat. It’s time for them to start asking tough questions about cyber protection and governance.

Just some of the questions they should be asking include: Do management and the board have a well-considered cyber protection plan in place? Are the right personnel involved? Is there a sufficient budget for doing so? Does the company have cyber insurance? And, perhaps most important, what happens when the inevitable security breach occurs?

The excitement around a young, innovative company can create a false sense of security, tempting investors to assume that the risk of a cyberattack is under control. In fact, the assumption should be just the opposite. The hotter and more buzz-worthy a company becomes, the bigger the target on its back.

Given that a company’s entire worth can be walked out the virtual door in a matter of minutes, it’s hard to imagine a more critical issue for investors to tackle.



Dell Contest Loses a Bidder

BLACKSTONE SAID TO DROP OUT OF DELL BIDDING  |  The Blackstone Group has walked away from the bidding for Dell, after discovering that the computer maker’s business was deteriorating faster than it previously understood, DealBook’s Andrew Ross Sorkin and Jeffrey Cane report, citing people involved in the negotiations.

Blackstone, the private equity giant, had been inspecting Dell’s books before deciding whether to make a formal bid to rival the $13.65-a-share take-private offer from the company’s founder, Michael S. Dell, and the private equity firm Silver Lake. The withdrawal of Blackstone leaves only Carl C. Icahn, the activist investor, as a potential rival to the $24.4 billion buyout proposal from Mr. Dell’s group. On Thursday, Blackstone notified the special committee of Dell’s board that it would no longer pursue a bid, the people involved in the negotiations said.

SEAWORLD PRICES I.P.O. AT TOP OF RANGE  |  To many Americans, SeaWorld offers family fun amid penguins and killer whales. To the Blackstone Group, it offers the potential for lucrative returns. On Friday, SeaWorld Entertainment is making its debut as a public company on the New York Stock Exchange in one of the biggest offerings of a private-equity-backed company in recent months. SeaWorld, which will trade under the ticker symbol SEAS, has become a signature investment for Blackstone, which recently played host to a pair of penguins in its Park Avenue offices.

The initial public offering had a promising start Thursday evening, with SeaWorld pricing shares at $27 each, at the top of an expected range, according to a person briefed on the matter who was not authorized to speak publicly. At that price, the deal raised $702 million and valued the company at $2.5 billion. Blackstone, which paid about $2.3 billion for SeaWorld in 2009, is selling shares in the public offering but will retain control of the company.

RISK REDUX ON WALL ST.  |  The structured financial products that played a starring role in the financial crisis are being created again. “Once more, arcane-sounding financial products like collateralized debt obligations are being minted on Wall Street,” The New York Times’s Nathaniel Popper writes. “At a time when the Federal Reserve has pushed interest rates close to zero, the safest of these new investments offer interest rates almost double that paid by ultrasafe United States Treasury securities, according to RBS Securities, which was involved in such instruments in the past.” Still, the revival underscores how the investments “have largely escaped new regulations that were supposed to prevent a repeat of the last financial crisis.”

MUNGER’S $110 MILLION GIFT  |  Charles T. Munger, the vice chairman of Berkshire Hathaway and a longtime business partner of Warren E. Buffett’s, has pledged $110 million to the University of Michigan, the largest donation in the school’s history, the university said in a statement Thursday. The stock gift will pay for a graduate student residence on the school’s Ann Arbor campus, and will include $10 million for fellowships for students. Mr. Munger, 89, earned his undergraduate degree at the university, DealBook’s Peter Lattman notes.

ON THE AGENDA  |  General Electric and State Street report earnings before the market opens. Alan Greenspan is on Bloomberg TV at 7 a.m. Jim Atchison, the chief executive of SeaWorld, is on CNBC at 9:50 a.m., and on Bloomberg TV at 10:05 a.m.

CATCHING UP WITH BLANKFEIN  |  Lloyd C. Blankfein, the chief executive and chairman of Goldman Sachs, revealed his fashion secrets in an interview with Vanity Fair. “I open up my closet, and there’s a dozen absolutely identical suits,” Mr. Blankfein told the magazine’s blog VF Daily. The comments were at a cocktail party supporting Americans for Marriage Equality, held at a Calvin Klein boutique in Manhattan, where Mr. Blankfein gave a brief speech. In an interview with The Wall Street Journal, the Goldman chief offered his thoughts on Christine C. Quinn, the City Council speaker who is running for mayor of New York. “I always liked her. I think if she were mayor, it wouldn’t be bad. I’d be happ,” Mr. Blankfein said. But he added, “You think this is my first rodeo? I don’t know who all the alternatives are yet. I haven’t made up my mind, but I think she’d be a good mayor.””

Mergers & Acquisitions »

For Apple, a Bruising Fall  |  “Wall Street has turned viciously on its one-time iDarling,” The New York Times writes.
NEW YORK TIMES

In Arguing for Sprint Proposal, Dish Invokes National Security  |  Dish cited national security reasons in a filing making its case for its $25.5 billion offer for Sprint Nextel.
REUTERS

What’s at Stake in the Fight Over a REIT  |  The problem is not Maryland corporate law, but that CommonWealth has a bylaw provision that requires that all shareholder disputes be arbitrated, Steven M. Davidoff writes in the Deal Professor column.
DealBook »

Lenovo Says It Is in Talks Over an Acquisition  |  Without identifying the target, the Lenovo Group said it was in preliminary talks about a potential acquisition.
REUTERS

The Rewards of Indiscretion  |  Loose lips coincide with much higher premiums. Some bankers will always fancy that mix of risk and reward, Jeffrey Goldfarb of Reuters Breakingviews writes.
REUTERS BREAKINGVIEWS

INVESTMENT BANKING »

Morgan Stanley Reports Profit, but Investors Have DoubtsMorgan Stanley Reports Profit, but Investors Have Doubts  |  Morgan Stanley reported first-quarter adjusted earnings of $1 billion, or 50 cents a share, but share prices fell to their lowest level since January.
DealBook » | DealBook: Rising Bank Profits Tempt a Push for Tougher Rules

Gold, Seen by Some as Money, Doesn’t Act That Way  |  “What do you get when you combine evangelical fervor with leverage and rising speculation?” Floyd Norris, a columnist for The New York Times, writes. “The gold market, circa 2013.”
NEW YORK TIMES

Capital One Profit Beats Expectations  |  Capital One’s net income fell 24 percent from a year earlier but exceeded analysts’ expectations, according to Bloomberg News.
BLOOMBERG NEWS

Wells Fargo Headquarters in Charlotte Is Sold to Investor Group  | 
BLOOMBERG NEWS

PRIVATE EQUITY »

Silver Lake Raises $10.3 Billion Fund  |  Silver Lake’s latest private equity fund is “the largest of its kind to focus on technology,” according to Reuters.
REUTERS

Blackstone’s Profit Jumps 28%  |  The alternative investment giant Blackstone Group said on Thursday that first-quarter profit rose 28 percent, to $628 million, as the firm reported growth in total assets under management.
DealBook »

CVC to Buy the Rest of German Energy-Metering Company  |  The private equity firm CVC is buying a 76 percent stake in Ista, valuing the German company at about $4.1 billion, according to Reuters, which cites two unidentified people familiar with the transaction.
REUTERS

K.K.R. to Invest in French Fashion Group  |  K.K.R. is buying a majority stake in the SMCP Group of Paris.
FINANCIAL TIMES

HEDGE FUNDS »

Einhorn Used Derivatives to Increase Marvell Technology Stake  |  David Einhorn’s hedge fund, Greenlight Capital, “increased its economic stake in Marvell to 12.4 percent from 9.7 percent by entering into total return swaps in January on about 12 million company shares, according to a regulatory filing last week,” Bloomberg News reports.
BLOOMBERG NEWS

Paulson’s Advantage Fund Slips in April  |  John A. Paulson’s well-known Advantage fund “is down 2.4 percent in April, largely due to the sharp selloff in gold, a source familiar with the numbers said on Thursday,” Reuters reports.
REUTERS

I.P.O./OFFERINGS »

For Private Equity Firms, I.P.O.’s Regain Appeal  |  The Financial Times reports: “More than a dozen offerings this year have rekindled private equity groups’ hopes to list some of their largest assets bought during the bubble. The initial public offering of Intelsat on Thursday shows that it is feasible, but can also be painful.”
FINANCIAL TIMES

I.P.O. Investors Are More Sanguine on Debt  |  “Debt is no longer a four-letter word among investors in initial public offerings,” The Wall Street Journal writes.
WALL STREET JOURNAL

VENTURE CAPITAL »

A Tech Investor’s Vision for San Francisco  |  The influential technology investor Ron Conway “has become, in two short years, one of San Francisco’s power brokers, using his wealth and network to pursue his vision of a business-friendly, tech-driven city with single-minded clarity,” The New York Times writes.
NEW YORK TIMES

LEGAL/REGULATORY »

Bill Would Tie Municipal Borrowing to Public Pension Disclosure  |  The New York Times reports: “Representatives from California and two other states introduced a bill in Congress on Thursday that would strip states and cities of their right to issue tax-exempt bonds unless they first disclosed the true cost of their pension plans and whether they could pay it.”
NEW YORK TIMES

How Banks’ Profit Tempts Rules  |  Wall Street’s rising profits are giving some lawmakers ideas that a deeper overhaul might be in order. On Twitter, DealBook’s Peter Eavis and Jesse Eisinger of ProPublica discuss the potential outcomes.
DealBook »

KPMG to Conduct Review Amid Insider Trading Case  |  The accounting firm KPMG plans to take a hard look at its internal safeguards.
WALL STREET JOURNAL



Pepsi Confirms Talks With Nelson Peltz’s Trian Fund

PepsiCo said Friday that it had held meetings with Trian Fund Management, the hedge fund led by Nelson Peltz, to discuss strategic plans, as the hedge fund revealed that it had taken a stake in Mondelez International, the snack food company spun off by Kraft Foods last year.

Trian Fund has increased its stake in Pepsi to $269 million as of the end of 2012, and that it had taken a $494 million stake in Mondelez, according to a Securities and Exchange Commission filing on Friday.

Pepsi did not reveal the nature of the discussions, but both companies have many prominent snack food brands, which could make a strategic fit.

“In recent weeks, we have held meetings with Trian to discuss and consider their ideas and initiatives as part of our ongoing evaluation of all opportunities to drive long term growth and shareholder value,” Pepsi said in a statement. “Trian is a respected investor, and we look forward to continuing constructive discussions with them.”

A call to Trian’s spokeswoman was not immediately returned on Friday.