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Morning Agenda: Jos. A. Bank Makes a Move for Eddie Bauer Parent

JOS. A. BANK TO BUY PARENT OF EDDIE BAUER  |  Jos. A. Bank Clothiers said Friday morning that it had agreed to buy the parent company of Eddie Bauer in a deal valued at $825 million, including cash and debt. The purchase of Eddie Bauer, which comes amid the monthslong merger battle between Jos. A. Bank and Men’s Wearhouse, will be done with a combination of $564 million in cash and approximately 4.7 million new shares of common stock of Jos. A. Bank.

THE MAKINGS OF A CABLE BONANZA  |  Time Warner Cable had been ducking a takeover for months, so it may come as a surprise that its $42.5 billion merger with Comcast took shape in a matter of weeks. And in fact, Comcast was not intensely engaged with Time Warner Cable until about 10 days or so before the announcement of the acquisition, David Gelles writes in DealBook.

Until the end of last weekend, Brian L. Roberts, the chief executive of Comcast, was in Sochi, Russia, for the Winter Olympics. From there, he “juggled calls about the deal with a dinner hosted by the International Olympic Committee and attended by President Vladimir V. Putin, as well as meetings with the 2,700 NBC staff members on the ground,” Mr. Gelles writes. Meanwhile, the deal teams, including bankers from some of the biggest names on Wall Street, huddled in New York, speaking to Mr. Roberts by phone until he returned on Sunday.

“On Monday and Tuesday, the two sides hashed out final details. Time Warner agreed to no breakup fee â€" unusual in a merger deal â€" in exchange for Comcast pledging to divest three million subscribers and extend net neutrality commitments, both viewed as olive branches to regulators,” Mr. Gelles writes.

On Wednesday, a day before the deal announcement, Time Warner Cable’s board and management worked through a takeout dinner at the company’s headquarters in the Time Warner Center, while members of Comcast’s board met with management nearby at 30 Rockefeller Center. The deal was done before the snowstorm hit New York City. In fact, some members of Time Warner’s deal team managed to escape before the storm, with one boarding a flight to Miami and another jetting off to Aruba.

ON FORGOING A BREAKUP FEE  |  “Comcast’s $45 billion takeover of Time Warner Cable has a lot of numbers that stand out. Among them is the breakup fee if either side walks away. That figure is zero,” Michael J. de la Merced writes in DealBook. The move could either reflect the companies’ confidence that a deal will pass regulatory review or their commitment to seeing the transaction through. If regulators do block the deal, not having a breakup fee could work to Comcast’s advantage, Steven M. Davidoff writes in the Deal Professor column.

ON COMCAST’S MEDIA ASPIRATIONS  |  The deal “solidifies Comcast’s reputation as an enterprise with grand, even audacious, ambitions,” Michael J. de la Merced and Bill Carter write in DealBook, adding, “The move further establishes the reputation of Comcast’s chief executive, Brian L. Roberts, as a daring deal maker with expansive ambitions. A soft-spoken 54-year-old, he lacks the outsize personality of an executive like Rupert Murdoch but has nevertheless become an influential mogul.”

Comcast has a history of big deals, including the acquisition of AT&T’s cable business for $47 billion 13 years ago, a $17.6 billion merger with Adelphia Communications in 2005 and a $30 billion deal for NBCUniversal that was completed less than a year ago. And Comcast shows no signs of stopping â€" just last month, the company suggested it planned to team up with a utility to sell electricity in Pennsylvania.

ON THE REGULATORY SCRUTINY  |  Comcast’s proposed takeover of Time Warner Cable clearly raises the question of antitrust laws in the cable market. But the merger’s effect on broadband Internet service is perhaps an even more important consideration for regulators, Edward Wyatt writes in DealBook.

The combination of the two companies would control roughly 38 percent of the high-speed Internet market and account for nearly 32 million broadband customers, compared with 16 million for AT&T and nine million for Verizon. But on conference calls with analysts on Thursday, the companies defended the deal amid accusations that it would not get past regulators’ scrutiny of the combined company’s dominant market share.

At least for Comcast, its confidence is not unfounded. Its chief lobbyist, David L. Cohen, is a major Democratic fund-raiser and has close ties to President Obama â€" he was a guest at the White House on Tuesday for the state dinner in honor of President François Hollande of France. In addition, Comcast has connections to the regulatory agencies that will review the merger. Case in point: The current chairman of the Federal Communications Commission once served as the leader of the cable industry’s chief lobbying group.

WHAT OTHERS ARE SAYING ABOUT THE DEAL  |  The deal is about infrastructure, not content (from Fortune): “There won’t be a one model fits all, but the Comcast-Time Warner deal suggests that the pendulum of big media may be swinging back to infrastructure and not what flows through the pipes. And like always, Wall Street could be influencing that shift.”

The deal may be bad for America (from Bloomberg News): Comcast “has its own built-in conflicts of interest: It will be serving the interests of its shareholders by keeping investments in its network as low as possible â€" in particular, making no move to provide the world-class fiber-optic connections that are now standard and cheap in other countries â€" and extracting as much rent as it can, in all kinds of ways.”

But it might also be good (From Quartz): “The merger could help reset customer relationships. It comes at a good time, with Comcast actually adding TV subscribers for the first time in more than six years â€" thanks, the company claims, to a much-improved cable box that doesn’t make you want to throw it out the window.”

On a lighter note, Slate drafted a (very fake) transcript of the last phone calls that led to the deal.

ON THE AGENDA  |  Happy Valentine’s Day. The second season of the Netflix hit show “House of Cards” premiered at 3 a.m. The import price index for January is out at 8:30 a.m. The industrial production index for December is released at 9:15 a.m. Howard S. Marks, the chairman of Oaktree Capital Management, is on Bloomberg TV at 8 a.m. Sean Rad, the chief executive of the dating application Tinder, is on CNBC at 5 p.m.

BATTLE OVER BANKER BONUSES BREWS IN LONDON  |  For many, banking’s greatest draw is the promise of a hefty bonus. So when the European Union decided to limit bankers to bonuses equal to one or two times their salaries, bankers decided to fight back. Their weapon: bonuses in disguise. With these new pay packages â€" referred to by some as role-based pay and by others as “allowances” â€" global bank giants operating in London are hoping to sidestep the restrictions to ensure their top talent gets paid, Jenny Anderson and Peter Eavis write in DealBook.

They write: “As the banks tie themselves in knots to comply with the bonus cap law, the new pay packages may undermine what bank regulators worldwide have sought to do for nearly six years: force banks to stagger the payment of bonuses over much longer periods. Such deferrals, as they are known on Wall Street, enable the money to be taken back if bets go bad.”

HAPPY VALENTINE’S DAY  |  Knowing a few things about economics can help make the love-filled holiday better, a Stanford professor says. In the meantime, tell someone you love them (even if it’s just for the day).

Mergers & Acquisitions »

Caught Beneath the Wheels of the Comcast JuggernautCaught Beneath the Wheels of the Comcast Juggernaut  |  The deal for Time Warner Cable appears set to generate a return on investment below Comcast’s cost of capital, which is not surprising given the medieval governance the Roberts family uses to oversee its fiefdom, write Rob Cox and Jeffrey Goldfarb of Reuters Breakingviews.
DealBook »

Plenty to Watch in Giant Cable DealPlenty to Watch in Giant Cable Deal  |  The merger math adds up, notes Jeffrey Goldfarb of Reuters Breakingviews. But the regulatory risks are high. And then there is John Malone.
DealBook »

Regulators Should Conduct Thorough Review of Cable Deal  |  Officials at the antitrust division of the Department of Justice and the Federal Communications Commission, who have spoken recently about the importance of competition in the increasingly concentrated communications industry, need to study this deal closely, The New York Times editorial board writes.
NEW YORK TIMES

PepsiCo Declines to Spin Off Beverage UnitPepsiCo Declines to Spin Off Beverage Unit  |  PepsiCo’s decision amounted to a rejection of a push by the activist investor Nelson Peltz, who has called the beverage business “wonderful” but stagnant.
DealBook »

Japan’s Rakuten to Acquire Viber for $900m  |  Rakuten, a Japanese Internet company, announced it had agreed to purchase Viber, an instant messaging app provider, for $900 million, The Financial Times writes.
FINANCIAL TIMES

Nestlé‘s Sale of L’Oréal Stake Raises Rumors of More  |  L’Oréal’s deal to buy back 8 percent of itself from Nestlé is leading to speculation that Nestlé may eventually sell more of its stake to generate funds for deals, Bloomberg News reports.
BLOOMBERG NEWS

INVESTMENT BANKING »

Fortress Buys Back Stake From NomuraFortress Buys Back Stake From Nomura  |  The hedge fund paid Nomura $363.4 million for its 12 percent stake. The move comes as banks around the world begin to shed noncore assets in light of new banking regulations.
DealBook »

Chief Says Lloyds Ready to Be Privatized  |  António Horta-Osório, the chief executive of the Lloyds Banking Group, said the bank was ready to be fully privatized after revealing the bank’s first pretax profit since 2010, The Financial Times writes.
FINANCIAL TIMES

Deutsche Bank Hires JPMorgan’s Germany Head  |  Deutsche Bank has named Karl-Georg Altenburg, JPMorgan Chase’s head of investment banking in Germany, Austria and Switzerland, as its co-head of investment banking and corporate finance for Europe, Middle East and Asia, Reuters reports.
REUTERS

PRIVATE EQUITY »

In Surprise Move, Terra Firma Shakes Up Renewable Energy TeamIn Surprise Move, Terra Firma Shakes Up Renewable Energy Team  |  Terra Firma said that Damian Darragh, who worked for Terra Firma for 18 years and was head of its green power investments, was asked to leave the firm.
DealBook »

Perseus Explores Second Attempt at Recapitalization  |  The private equity firm Perseus has hired the secondary advisory firm Cogent Partners to help with its second attempt at restructuring its aging funds, The Wall Street Journal writes.
WALL STREET JOURNAL

Oak Hill Capital Considers Sale of Jacobson  |  The private equity firm Oak Hill Capital is exploring a sale of Jacobson Companies, a logistics provider, with the goal of collecting as much as $700 million on the sale, Reuters reports, citing unidentified people familiar with the situation.
REUTERS

Jawbone Raises $250 Million for $3.3 Billion Valuation  |  Jawbone, which makes headsets and products to track fitness, is raising $250 million in a deal that would value the company at $3.3 billion, Reuters reports. The private equity fund Rizvi Traverse Management is leading the funding round.
REUTERS

HEDGE FUNDS »

A Year Later, Ackman Sticks With His Bet Against HerbalifeA Year Later, Ackman Sticks With His Bet Against Herbalife  |  William A. Ackman, the head of Pershing Square Capital Management, returned to the place where he announced his $1 billion bet against Herbalife and struck a defiant tone.
DealBook »

The Making of a Rap Tribute to the Galleon GroupThe Making of a Rap Tribute to the Galleon Group  |  Riding high before his undoing, Raj Rajaratnam asked the rapper Jesse Jaymes to celebrate his hedge fund’s success. The result was “The Good Ship Galleon.”
DealBook »

Asian Hedge Funds on the Rise  |  Hedge funds are setting up rapidly in Asia in pursuit of a flood of cash from large global money managers who are turning to the region, The Wall Street Journal reports.
WALL STREET JOURNAL

Foreign Investors Wary of China’s Hedge Funds  |  China’s hedge funds are generating large returns, but foreign investors are afraid to commit capital to them because of regulatory concerns, The Financial Times reports.
FINANCIAL TIMES

I.P.O./OFFERINGS »

Dropbox Hires Operating Head  |  Dropbox said it planned to name Dennis Woodside, the chief executive of Motorola Mobility and a Google executive, as its first chief operating officer, The Wall Street Journal writes. The move could indicate that Dropbox is preparing for an initial public offering.
WALL STREET JOURNAL

Box Tries to Outdo Dropbox Before I.P.O.  |  The success of the online storage company Box’s initial public offering “depends on proving it has more to offer investors than the limited file-sharing territory it’s fighting to keep from Dropbox,” Quartz writes.
QUARTZ

Tintri Raises $75 Million Before I.P.O.  |  Tintri, an information technology company focused on cloud data storage, announced on Thursday that it had raised $75 million in Series E of venture capital funding led by Insight Venture Partners, ReCode reports. The new funding values the company at $600 million and is expected to be the last funding round before the company files for an initial public offering.
RECODE

VENTURE CAPITAL »

True Ventures Raising New $250 Million Fund  |  True Ventures is aiming to raise a new $250 million fund, which would be its fourth fund, TechCrunch reports. Its last fund raised $205 million.
TECHCRUNCH

Celebrities Enter Into Endorsement Arrangements  |  “These days, seemingly everywhere you look, particularly on social media networks, there’s a famous actor, musician, or athlete touting a new start-up as the next big thing,” Felix Gillette of Bloomberg Businessweek writes.
BLOOMBERG BUSINESSWEEK

MuckerLab Raises $20 Million Seed Fund  |  MuckerLab, a start-up accelerator based in Los Angeles, has raised a new seed fund called Mucker Capital, totaling at least $20 million, TechCrunch writes.
TECHCRUNCH

Education Start-Up Collects $15 Million  |  Curious.com, an education start-up that allows users to sell self-made online videos online, announced on Thursday that it had raised $25 million in a Series B financing round, ReCode writes.
RECODE

LEGAL/REGULATORY »

S.E.C. Close to Naming New Senior OfficialS.E.C. Close to Naming New Senior Official  |  Mary Jo White has privately indicated plans to name Stephen Luparello, a former regulator turned corporate lawyer, as the head of the agency’s division of trading and markets.
DealBook »

Bailout Gave Small Bank a Chance to Survive  |  The government took a loss on Old Second National Bank in Illinois, but investors who bought its stake may come close to tripling their money, Floyd Norris writes in the High & Low Finance column.
NEW YORK TIMES

Brookstone Considers Bankruptcy Filing  |  Brookstone, the specialty retailer known for its esoteric items like massage chairs, is exploring a possible bankruptcy filing within weeks and has been in talks with the investment firms Hilco Global and Tiger Capital Group on buying or investing in the company, The Wall Street Journal reports, citing unidentified people familiar with the situation.
WALL STREET JOURNAL

Lehman Settles with Freddie Mac for $767 Million  |  Lehman Brothers Holdings has requested that a judge approve a $767 million settlement with Freddie Mac to pay off a $1.2 billion bankruptcy claim, Bloomberg News reports. Freddie Mac filed a claim on a loan it made to Lehman in 2008, which the bank never repaid because of its Chapter 11 bankruptcy filing.
BLOOMBERG NEWS

Cleveland Fed Names New Head  |  The Federal Reserve Bank of Cleveland has appointed Loretta Mester as its new president, the bank’s first new leader in more than a decade, The Financial Times writes. Ms. Mester will take the helm in June.
FINANCIAL TIMES