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Bloomberg Refocuses on News

The headquarters of Bloomberg L.P. As mayor of New York City, Michael R. Bloomberg maintained his majority ownership stake in the company. Eduardo Munoz/Reuters

At editorial meetings in ’s headquarters this week, gave clear signs that he would not be taking a hands-off approach as he returned to his old company.

Just two week’s removed from City Hall, and in his first days back at the media giant that he owns and that carries his name, Mr. Bloomberg surprised many employees by showing up at all of the 7:30 a.m. meetings where the day’s big journalistic decisions are made.

At the gatherings, in a glass-walled conference room, he spoke up to indicate what coverage interested him, like the traffic scandal involving Gov. Chris Christie in New Jersey and the romantic problems of the French president, François Hollande, and what di not, like the suspension of Alex Rodriguez from baseball, according to three people briefed on the meetings.

This is not what employees at the company had expected upon Mr. Bloomberg’s return after three terms as the mayor of New York City. While in office, Mr. Bloomberg said publicly that he would never go back to running his old company. And only a few months ago, the company’s chief executive, Daniel L. Doctoroff, said in an interview that Mr. Bloomberg did not want “to get involved in the day-to-day at all.”

Mr. Bloomberg on his last day as mayor. Damon Winter/The New York Times

Mr. Bloomberg’s dive back into the news side of the organization has not only caught employees by surprise, but it has also worried some that the division’s editorial independence could be called into question. Generally, the owners of news organizations try to avoid any appearance of influencing coverage, particularly when they have political affiliations.

“There’s a discussion of the ethics of it,” said one current employee, who was at the editorial meetings and spoke on the condition of anonymity. “There’s this feeling that no one is there to say no to him.”

Before entering City Hall, Mr. Bloomberg did not have a reputation for being overly involved in Bloomberg News. He sat on a floor with Bloomberg’s much more lucrative data terminal business, and was not known for attending editorial meetings.

But Mr. Bloomberg has signaled that his interests have changed. Now he sits with the TV operation and media group on the fifth floor of the Bloomberg tower on Lexington Avenue and 59th Street, in the same cluster of desks as Justin B. Smith, the new chief executive of Bloomberg Media.  

On Thursday, at a meeting with the s! taff of Bloomberg Businessweek magazine, Mr. Bloomberg spoke for 20 minutes about the publication and the news industry more broadly, according to people who attended. When asked if he would be interested in buying The New York Times, he joked that he was not, partly because he would not be able to influence the coverage, these people said. At the same meeting, though, he said that while he found that the magazine articles were sometimes too long, “I’m not going to tell you what to write.”

A company spokesman, Ty Trippet, said, “After more than a decade away from his company, Mike Bloomberg enjoyed the opportunity to sit down with a wide variety of employees this week, including editors and reporters, to get a sense of the great innovations they work on every day.”

Mr. Bloombrg’s return is likely to stoke conversations about how the company approaches its journalism. Kelly McBride, a journalism ethics expert at the Poynter Institute, said it would be very unusual for most media magnates to attend editorial meetings â€" and even more unusual for them to express opinions about coverage.

“The news meetings are places where the editorial vision is put into execution,” she said. “You want the editors to have confidence that they could protect the journalism without risking their jobs. You’d want the owner to be very circumspect and self-aware.”

Even as Mr. Bloomberg was preparing to leave office, there was a lively debate both inside and outside Bloomberg L.P. about the proper role of the news operation.

Matthew Winkler, left, the editor in chief of Bloomberg News, and Mr. Bloomberg in 1991. William E. Sauro/The New York Times

While Mr. Bloomberg created the news division in 1990, it was during his absence that the unit grew into a more serious journalistic outfit, with 2,400 editorial employees. Its ambitions were fueled by revenue from sales of the company’s $20,000-a-year data terminals.

Recently, though, terminal sales have slowed and there has been a reorganization of the newsroom, leading to the departure of some of the company’s most respected journalists.

This spring, the ews organization was criticized after revelations that some reporters had used a function on the data terminals to monitor client activity. Then in November, several news organizations reported that top editors had killed an investigative article about a Chinese tycoon, saying they did not want to jeopardize Bloomberg’s ability to report in China. The company has said that the article was held only because it was not ready for publication.

As mayor, Mr. Bloomberg generally stayed out of these sorts of issues. He maintained his majority ownership stake in the company, but was barred from p! articipating in the daily operations.

In his final months in office, he did not convey any great interest in becoming involved in Bloomberg News or in the company more broadly.

In an interview with Forbes published in October, he spoke about his interest in working for political change in areas like gun control, immigration and climate control. “I’m not going back to Bloomberg L.P.” he said.

On Monday, though, employees at the company received an email in which Mr. Doctoroff welcomed his old boss back.

“When he’s in New York, Mike will most likely spend a few hours a day working from his new desk on the fifth floor,” the message said.

On Wednesday, employees in the company’s Washington bureau learned that Mr. Bloomberg would be visiting the next day. Managers recommended that staff members clean up their desks so as not to catch the notice of the famously neat former mayor, according to employees.

Mr. Bloomberg ended up postponing that trip and met instead with the entire Businessweek staff. He spoke about how much he loved the magazine, and how he wanted to see more things like it in the rest of the news organization.



Jos. A. Bank Rejects Men’s Wearhouse Bid, Again

In the seemingly never-ending takeover war between two of the country’s largest men’s suit retailers, Jos. A. Bank on Friday rejected the latest unsolicited bid from Men’s Wearhouse.

Jos. A. Bank called its suitor’s offer of $57.50 per share “inadequate and opportunistic” in announcing its rejection. Shares of the retailer closed at $56.49 on Friday.

“At this time, the company has a well-developed strategy in place to continue to increase revenue, substantially improve margins and deliver enhanced returns to stockholders,” Robert N. Wildrick, the company’s chairman, said in a statement. “The Jos. A. Bank board strongly urges stockholders to reject the offer and not tender their shares.”

The two companies have been lobbing bids back and forth for months. In December, Jos. A. Bank rejected a bid of $55 per share from its rival. The move was an about-face in the takeover war, since Jos. A. Bank had been trying to take over Men’s Wearhouse just weeks earlier. Both have reduced their poison pill thresholds to prevent a takeover by the other.

In listing its reasons for saying no on Friday, Jos. A. Bank said that the offer from Men’s Wearhouse didn’t reflect the company’s recent growth, or the $100 million to $150 million in savings Men’s Wearhouse has previously suggested that a merger could yield.

“If this estimate is accurate, the offer does not come close to adequately compensating the company’s stockholders for this purported significant synergy value,” Jos. A. Bank’s statement said.

Jos. A. Bank’s rejection also stated that “Men’s Wearhouse’s true motives are unclear and its commitment to the offer is not credible.”

Men’s Wearhouse responded soon after to Jos A. Bank’s announcement on its website.

“We remain committed to this transaction and are prepared to immediately engage in good faith negotiations so we can deliver the compelling value of a combination of our companies to our respective shareholders,” the company said.

Escalating the dispute, Eminence Capital took Jos. A. Bank to court earlier this week to try to force the retailer to negotiate exclusively with Men’s Wearhouse. Jos. A. Bank responded on Friday, asking for Eminence’s request to be dismissed.

Eminence Capital, which owns a 4.9 percent stake in Jos. A. Bank and a 10 percent stake in Men’s Wearhouse, has been pushing Jos. A. Bank to do a deal. It had also previously disclosed its intention to nominate two directors for the Jos. A. Bank board, even though Men’s Wearhouse planned to nominate two candidates of its own (either group would replace Mr. Wildrick and the company’s chief executive, R. Neal Black).



Anheuser-Busch InBev Said to Be Near $4.5 Billion Deal for Korean Brewer

Anheuser-Busch InBev is closing in on a deal to reacquire Oriental Brewery from Kohlberg Kravis Roberts and Affinity Equity Partners for more than $4.5 billion, according to people briefed on the matter.

A deal for Oriental Brewery, a South Korean brewer, would be the second big alcoholic beverages transaction of the year, coming on the heels of Suntory’s agreement to acquire Beam Inc. this week for $13.6 billion.

It would also further expand AB InBev’s international footprint, returning the company to a market it largely exited five years ago.

K.K.R. acquired Oriental Brewery for $1.8 billion in 2009 from AB InBev, as the company sold off assets to relieve the debt that resulted from the merger to create the world’s largest beer maker. Within weeks, K.K.R. sold half of the company to Affinity, a buyout shop specializing in investments in the Asia-Pacific region.

To regain the asset it had sold off, AB InBev appears poised to pay a price that will allow K.K.R. and Affinity to more than double their money.

Under the terms of the original deal, AB InBev had a right to buy back the company for 11 times earnings before interest, tax, depreciation and amortization within five years.

The deal could fall apart, but the parties hope to announce an agreement by the end of the month.

AB InBev’s appetite for the deal reflects the upbeat expectations for beer consumption in Asia, an increasingly lucrative market for brewers.

Oriental Brewery makes OB Lager and other popular Korean beers. The company does not have a major domestic rival, giving AB InBev a commanding position in that market, should a deal close.

K.K.R. and AB InBev declined to comment on Friday.



Detroit Officials Scramble on Financing

Detroit officials spent Friday reshuffling legal and financial plans, a day after a federal bankruptcy judge barred the city from paying $165 million to end some troublesome interest-rate swaps that have been tying up money the city needs.

“We really can’t do the plan of adjustment until we get some clarity on the swaps,” said Bill Nowling, a spokesman for the city’s emergency manager, Kevyn Orr. He was referring to Detroit’s plan for shedding debts to emerge from bankruptcy. The plan must be approved by the bankruptcy court, and Detroit had hoped to have filed it by now. “The swaps are a big chunk of the debt that we have to work with,” Mr. Nowling said.

The ruling on Thursday by Judge Steven Rhodes left Detroit’s emergency management team unsure whether the city could still go ahead with a special loan they had arranged from Barclays, which was also affected by the ruling. Mr. Nowling said the team was waiting to hear from Barclays but did not expect to know whether the loan was still available, or on what terms, until early next week.

Detroit had previously arranged to borrow $285 million from Barclays, with $165 million of the money going to terminate the interest-rate swap contracts with two banks, Bank of America and UBS. Now that Judge Rhodes has rejected that plan, Detroit needs only a smaller loan, for $120 million. It had intended to use that portion of the $285 million to improve city services.

Judge Rhodes did rule on Thursday that Detroit could borrow the $120 million, although he added conditions. Mr. Nowling, said it was not yet clear whether Barclays would lend just the smaller amount. He said that if the loan from Barclays fell through, Detroit would resume talks with four other prospective lenders that provided commitment letters during the vetting process that led to the selection of Barclays. Those lenders have not been identified.

The swaps continue to be a significant sticking point. To secure them, as its credit rating sank in 2009, Detroit pledged a stream of revenue that it receives from a tax on casinos. Until Thursday, the plan was for Detroit to free up the casino money by canceling the swaps contracts and then pledging it as collateral for the new loan. But now the casino taxes are still tied up with the swaps. It was not clear on Friday whether, in the absence of the casino money, Detroit had enough cash from other sources, like income taxes, to secure a loan of $120 million.

Mr. Nowling said Detroit had already begun talks with Bank of America and UBS on Friday to determine whether they could reach a settlement that would Judge Rhodes would accept. The judge must find that any termination agreement is fair and equitable to other creditors, and he said on Thursday that $165 million was far too high. Other creditors have been arguing that the pledge of casino taxes is invalid and that the swaps should be treated as unsecured credit.

Mr. Orr testified recently that it was the city’s chief bankruptcy mediator who came up with a proposed payment of $165 million and that the mediator had threatened to hold the banks in contempt of court if they refused to accept that figure. Mr. Orr testified that he proposed a counter offer of $150 million but the mediator told him not to bother because the banks would not go lower.



Weekend Reading: Bank Earnings Quiz

How well do you know your earnings reports? Most of the Wall Street giants released fourth quarter results this week, including Bank of America, BlackRock, Citigroup, Goldman Sachs, JPMorgan Chase, Morgan Stanley and Wells Fargo. Match the financial company with the quote about its latest earnings report. Answers below.

  1. “Importantly, we are continuing to address many of the legal issues from the financial crisis,” the chief executive said.
  2. “Telling the employees that the comp ratio is permanently down is a bit demoralizing,” said Brad Hintz, an analyst with Sanford Bernstein.
  3. The chief executive’s “star is still high,” said Mike Mayo, a CLSA bank analyst. “But there is no blind faith among bank investors.”
  4. “We saw growth across all of our businesses,” the chief executive said in a statement.
  5. “They are not out there trying to be a broad-based mortgage banker,” said Moshe Orenbuch, a banking analyst at Credit Suisse. “They are trying to cater to their upscale customers.”
  6. “It’s a very small market,” the chief financial officer said in a conference call. “One we haven’t seen the likes of since the year 2000.”
  7. “I’ve never met a customer yet who said, ‘I want to bank with you because you’re so big I can just be a number,’” the chief executive said.

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

FRIDAY, JAN. 17

Morgan Stanley’s Earnings Fall for Quarter | The Wall Street firm’s results were dragged down by $1.2 billion in legal expenses. DealBook »

THURSDAY, JAN. 16

Judge Disallows Plan by Detroit to Pay Off Banks | In a decision that surprised many, a bankruptcy judge said it was “reasonably likely” that Detroit could free itself of costly swap contracts if it sued the two banks holding them. DealBook »

News Analysis: Banks Keep Litigation Reserves a Secret | Some investors are upset that banks will not divulge the amount of money set aside, but some banks say they don’t want regulators to know the number lest the authorities increase settlement totals. DealBook »

Wary Goldman Reduces Pay Ratio, Even as Profit Rises | While the bank reported an 8 percent increase in annual profit, to $8.04 billion, it tightened its belt as net revenue in its fixed-income, currency and commodities unit dropped sharply. DealBook »

For Goldman in Europe, a 3rd Way to Get Paid | To skirt caps placed on bonuses in Europe, the company will pay some employees a salary, a bonus and what it calls “role-based pay.” DealBook »

Citigroup’s Earnings Jump 21%, but Still Disappoint Analysts | Despite a leap in earnings, analysts instead focused on mixed results in the bank’s trading business and a slender 1 percent rise in overall revenue. DealBook »

Earnings Soar Beyond Forecast at BlackRock | The money manager reported that fourth-quarter profit rose to $841 million, from $690 million in the same period a year ago, helped by the popularity of its exchange-traded funds. DealBook »

WEDNESDAY, JAN. 15

After Crisis, Iceland Keeps Tight Grip on Banks | Iceland is a living experiment in what can happen when a country forces its financial firms to go under, rather than bailing them out. DealBook »

Bank of America’s Profit Exceeds Estimates | The big bank, which has been trying for five years to recover from the financial crisis, saw its fourth-quarter revenue and net income surge. DealBook »

Ex-SAC Trader’s Knowledge a Surprise, Doctor Testifies | On the witness stand for a second day on Wednesday, Dr. Joel S. Ross told the jury that a former SAC Capital Advisors hedge fund manager, Mathew Martoma, knew the specific results of a clinical drug trial before they were publicly known. DealBook »

TUESDAY, JAN. 14

As Refinancing Wanes, Banks Remain Wary of New Loans | Many potential borrowers are shut out of the mortgage market, despite evidence in earnings reports that banks are strong enough to provide them with credit. DealBook »

Testifying in SAC Case, Doctor Admits Sharing Data | Dr. Joel S. Ross said he shared confidential information with Mathew Martoma on more than one occasion. DealBook »

Europe Reaches Agreement on Trading of Derivatives | The regulations will limit attempts by speculators to corner the market in raw materials like corn or grain. DealBook »

Regulators Ease Volcker Rule Provision on Smaller Banks | The revision would permit banks to continue to hold on to a special type of collateralized debt obligation. DealBook »

Deal Professor: Nader, an Adversary of Capitalism, Now Fights as an Investor | The consumer advocate Ralph Nader has taken on a new fight: shareholder rights, which he sees as a natural extension of his work, writes Steven M. Davidoff. DealBook »

MONDAY, JAN. 13

Secretive Apple Squirms in Gaze of U.S. Monitor | Apple is campaigning aggressively against a court-appointed inspector, saying he is intruding on its operations. DealBook »

DealBook Column: The Man Behind a Global Behemoth’s Eventual I.P.O. | Joe Tsai holds the keys to what will most likely be the largest initial public offering of this generation â€" Alibaba, the Chinese e-commerce giant, writes Andrew Ross Sorkin. DealBook »

My Old Osaka Home: Suntory of Japan to Buy the Maker of Jim Beam Bourbon | Few spirits are as American as bourbon. But the maker of some of whiskey’s most iconic brands, including Jim Beam and Maker’s Mark, will soon belong to an acquisitive Japanese beverage maker. DealBook »

Big Offer Unsettles the Cable Industry | Charter Communications offered $37.8 billion for Time Warner Cable, the nation’s No. 2 cable operator. DealBook »

Europeans Struggle to Set Derivatives Rules | The European Union plans a last-ditch effort to reach agreement on one of the biggest issues highlighted by the financial crisis: how to rein in trading of derivatives and other complex instruments. DealBook »

Stung by Scandal, Giant Pension Fund Tries to Make It Right | Réal Desrochers, head of private equity investments at the California Public Employees’ Retirement System, hopes to improve the fund’s performance, and reputation. DealBook »

WEEK IN VERSE

Are bank earnings down because of the Volcker Rule, legal settlements or declines in fixed income and mergers? Perhaps there is somewhere else to look.

‘Blame It’ | “Blame it on the vodka. Blame it on the henny,” advised Jamie Foxx and T-Pain. YouTube »

‘Blame Canada’ | Robin Williams at the 2000 Academy Awards. YouTube »

‘Blame It on the Rain’ | “Whatever you do, don’t put the blame on you,” Milli Vanilli famously lip-synched. YouTube »

‘Blame It on the Boogie’ | The Jackson 5 knew who was to blame. YouTube »

ANSWERS

1. Morgan Stanley; 2. Goldman Sachs; 3. Citigroup; 4. BlackRock; 5. Bank of America; 6. JPMorgan Chase; 7. Wells Fargo.



Weekend Reading: Bank Earnings Quiz

How well do you know your earnings reports? Most of the Wall Street giants released fourth quarter results this week, including Bank of America, BlackRock, Citigroup, Goldman Sachs, JPMorgan Chase, Morgan Stanley and Wells Fargo. Match the financial company with the quote about its latest earnings report. Answers below.

  1. “Importantly, we are continuing to address many of the legal issues from the financial crisis,” the chief executive said.
  2. “Telling the employees that the comp ratio is permanently down is a bit demoralizing,” said Brad Hintz, an analyst with Sanford Bernstein.
  3. The chief executive’s “star is still high,” said Mike Mayo, a CLSA bank analyst. “But there is no blind faith among bank investors.”
  4. “We saw growth across all of our businesses,” the chief executive said in a statement.
  5. “They are not out there trying to be a broad-based mortgage banker,” said Moshe Orenbuch, a banking analyst at Credit Suisse. “They are trying to cater to their upscale customers.”
  6. “It’s a very small market,” the chief financial officer said in a conference call. “One we haven’t seen the likes of since the year 2000.”
  7. “I’ve never met a customer yet who said, ‘I want to bank with you because you’re so big I can just be a number,’” the chief executive said.

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

FRIDAY, JAN. 17

Morgan Stanley’s Earnings Fall for Quarter | The Wall Street firm’s results were dragged down by $1.2 billion in legal expenses. DealBook »

THURSDAY, JAN. 16

Judge Disallows Plan by Detroit to Pay Off Banks | In a decision that surprised many, a bankruptcy judge said it was “reasonably likely” that Detroit could free itself of costly swap contracts if it sued the two banks holding them. DealBook »

News Analysis: Banks Keep Litigation Reserves a Secret | Some investors are upset that banks will not divulge the amount of money set aside, but some banks say they don’t want regulators to know the number lest the authorities increase settlement totals. DealBook »

Wary Goldman Reduces Pay Ratio, Even as Profit Rises | While the bank reported an 8 percent increase in annual profit, to $8.04 billion, it tightened its belt as net revenue in its fixed-income, currency and commodities unit dropped sharply. DealBook »

For Goldman in Europe, a 3rd Way to Get Paid | To skirt caps placed on bonuses in Europe, the company will pay some employees a salary, a bonus and what it calls “role-based pay.” DealBook »

Citigroup’s Earnings Jump 21%, but Still Disappoint Analysts | Despite a leap in earnings, analysts instead focused on mixed results in the bank’s trading business and a slender 1 percent rise in overall revenue. DealBook »

Earnings Soar Beyond Forecast at BlackRock | The money manager reported that fourth-quarter profit rose to $841 million, from $690 million in the same period a year ago, helped by the popularity of its exchange-traded funds. DealBook »

WEDNESDAY, JAN. 15

After Crisis, Iceland Keeps Tight Grip on Banks | Iceland is a living experiment in what can happen when a country forces its financial firms to go under, rather than bailing them out. DealBook »

Bank of America’s Profit Exceeds Estimates | The big bank, which has been trying for five years to recover from the financial crisis, saw its fourth-quarter revenue and net income surge. DealBook »

Ex-SAC Trader’s Knowledge a Surprise, Doctor Testifies | On the witness stand for a second day on Wednesday, Dr. Joel S. Ross told the jury that a former SAC Capital Advisors hedge fund manager, Mathew Martoma, knew the specific results of a clinical drug trial before they were publicly known. DealBook »

TUESDAY, JAN. 14

As Refinancing Wanes, Banks Remain Wary of New Loans | Many potential borrowers are shut out of the mortgage market, despite evidence in earnings reports that banks are strong enough to provide them with credit. DealBook »

Testifying in SAC Case, Doctor Admits Sharing Data | Dr. Joel S. Ross said he shared confidential information with Mathew Martoma on more than one occasion. DealBook »

Europe Reaches Agreement on Trading of Derivatives | The regulations will limit attempts by speculators to corner the market in raw materials like corn or grain. DealBook »

Regulators Ease Volcker Rule Provision on Smaller Banks | The revision would permit banks to continue to hold on to a special type of collateralized debt obligation. DealBook »

Deal Professor: Nader, an Adversary of Capitalism, Now Fights as an Investor | The consumer advocate Ralph Nader has taken on a new fight: shareholder rights, which he sees as a natural extension of his work, writes Steven M. Davidoff. DealBook »

MONDAY, JAN. 13

Secretive Apple Squirms in Gaze of U.S. Monitor | Apple is campaigning aggressively against a court-appointed inspector, saying he is intruding on its operations. DealBook »

DealBook Column: The Man Behind a Global Behemoth’s Eventual I.P.O. | Joe Tsai holds the keys to what will most likely be the largest initial public offering of this generation â€" Alibaba, the Chinese e-commerce giant, writes Andrew Ross Sorkin. DealBook »

My Old Osaka Home: Suntory of Japan to Buy the Maker of Jim Beam Bourbon | Few spirits are as American as bourbon. But the maker of some of whiskey’s most iconic brands, including Jim Beam and Maker’s Mark, will soon belong to an acquisitive Japanese beverage maker. DealBook »

Big Offer Unsettles the Cable Industry | Charter Communications offered $37.8 billion for Time Warner Cable, the nation’s No. 2 cable operator. DealBook »

Europeans Struggle to Set Derivatives Rules | The European Union plans a last-ditch effort to reach agreement on one of the biggest issues highlighted by the financial crisis: how to rein in trading of derivatives and other complex instruments. DealBook »

Stung by Scandal, Giant Pension Fund Tries to Make It Right | Réal Desrochers, head of private equity investments at the California Public Employees’ Retirement System, hopes to improve the fund’s performance, and reputation. DealBook »

WEEK IN VERSE

Are bank earnings down because of the Volcker Rule, legal settlements or declines in fixed income and mergers? Perhaps there is somewhere else to look.

‘Blame It’ | “Blame it on the vodka. Blame it on the henny,” advised Jamie Foxx and T-Pain. YouTube »

‘Blame Canada’ | Robin Williams at the 2000 Academy Awards. YouTube »

‘Blame It on the Rain’ | “Whatever you do, don’t put the blame on you,” Milli Vanilli famously lip-synched. YouTube »

‘Blame It on the Boogie’ | The Jackson 5 knew who was to blame. YouTube »

ANSWERS

1. Morgan Stanley; 2. Goldman Sachs; 3. Citigroup; 4. BlackRock; 5. Bank of America; 6. JPMorgan Chase; 7. Wells Fargo.



Apollo’s Rush to Get the Chuck E. Cheese Deal Done


Apollo Global Management is sprinting to acquire Chuck E. Cheese.

The parent company of Chuck E. Cheese, CEC Entertainment, announced on Thursday that it would be acquired for $1.3 billion by Apollo, the private equity firm. The deal contains a number of unusual provisions which seem to suggest that Apollo is concerned about a competing bid or a challenge.

Apollo’s acquisition of the restaurant chain â€" known to many parents for its combination of food, games and arcade-like entertainment â€" is structured as a tender offer instead of a merger. This creates timing advantages since a tender offer can be completed 20 business days after its commencement. A merger requires a shareholder vote and therefore a proxy statement to be prepared and circulated and a shareholder meeting held, which typically takes two to three months.

Chuck E. Cheese’s parent company said that this merger was the best result for shareholders, and that it and its advisers carefully evaluated other options. “This transaction represents the successful conclusion of our extensive review of strategic alternatives,” Richard M. Frank, executive chairman of CEC, said in the news release.

Plenty of deals are done as tender offers, but Apollo started its tender offer on Thursday, the same day the deal was announced. In similar situations, the bidder usually lets a few days to a week elapse, as the lawyers rest up from the rush to get the deal signed and then turn to the tender offer papers.

This wasn’t the case here, no doubt to the chagrin of Wachtell, Lipton, Rosen & Katz and Paul, Weiss, Rifkind, Wharton & Garrison, the lawyers representing Apollo. They probably had more than the normal share of sleepless nights on this deal (Chuck E. Cheese’s parent company is represented by Weil, Gotshal & Manges).

Unfortunately, rushing does create some errors. Chuck E. Cheese’s parent is a Kansas corporation and Apollo is required under the tender offer documents to describe shareholders’ appraisal rights. In the middle of describing Kansas appraisal rights in the tender offer to purchase, Apollo suddenly switches to discussing the text of the Delaware appraisal statutes and describes the Kansas statute as the “Delaware General Corporation Law.” Can we say oops?

The deal also has a top-up option, which allows Apollo to acquire approximately 50 percent of the company in a tender offer and close at the same time, even if it does not reach the squeeze-out threshold of 90 percent.

In addition, the deal contains a so-called Burger King provision, termed thus because it was first used in 3G Capital’s 2010 acquisition of the parent company of Burger King. This provision allows Apollo to switch to a merger if the tender offer is not closed 45 days after its commencement.

Chuck E. Cheese must prepare the proxy for the merger and file it “promptly.” If the bid is delayed â€" perhaps because of a competing bid or more likely because of someone who agitates for a higher price â€" Apollo has the right to switch to a merger, which may make getting the deal done easier. Yes, I agree this seems like overkill, but why not when it is only lawyer time?

Other attributes of the deal also provide evidence that Apollo is worried about competition. The transaction has a go-shop provision, which permits Chuck E. Cheese to solicit other, superior bids. However, the go-shop is limited, mimicking a structure that Kirkland & Ellis first negotiated in Vista’s 2013 acquisition of Websense.

The go-shop in the Chuck E. Cheese deal is shorter than normal, lasting only 14 days instead of the normal 30-60 days. In addition, the go-shop is limited and applies only to unidentified bidders who were invited to make a proposal in the second round of Chuck E. Cheese’s sale process. These parties are not specifically named. The termination fee is reduced to about $22.75 million if a deal is signed with one of these parties by Feb. 4.

But the cost of doing so was limiting the go-shop period, which probably coincides with what would have been the end date of the auction. There is also the lower termination fee if other parties still decide to bid.

The end result is that Apollo has forced any competing bidders to move very fast if they want to come back into this process. But the bidders in the auction are already likely up to speed with the process.

It is not just other bidders Chuck E. Cheese and Apollo appear to be worried about. Chuck E. Cheese also announced on Thursday that it had adopted a low-threshold poison pill, which is triggered at the 10 percent level. The pill is likely not aimed at any competing bidders, but a hedge fund or other shareholder activist that may try and accumulate a stake to block the deal and agitate for a higher price.

This is an unusual step that seems at odds with Chuck E. Cheese’s obligations to its shareholders, but the issue has yet to be addressed by the Delaware courts. It should be noted here that this appears to be something Apollo demanded. The merger agreement provides that if Chuck E. Cheese waives a provision of the poison pill or redeems it, Apollo can terminate the deal and receive the full termination fee.

Finally, the termination fee is high here outside the go-shop process. The break-up fee is described in the merger agreement as 3.5 percent of the equity value plus the company’s debt of $385 million. That’s about $45 million.

It is unclear under Delaware law whether the starting point to evaluate if the break fee is too high is the deal’s enterprise value (debt plus equity) or equity value (just equity). If you calculate the fee based on equity value, it is a high figure of approximately 5 percent. But remember, Chuck E. Cheese is incorporated in Kansas, so who knows what is right?

As a kicker, there is also a $7 million expense reimbursement to be paid to Apollo, in addition to the termination fee, pushing the payout any competing bidder must make even higher.

Will this all work? Chuck E. Cheese’s shares closed on Thursday at $54.75 a share, higher than the offer price of $54 a share, so the market is not sure who will capture the chain and its mouse-like mascot.



Time for More Competitiveness at Citigroup

Citigroup’s boss, Michael Corbat, needs to channel some of the aggression from his boardroom. With fourth quarter earnings of $2.6 billion, the mega-bank is alone falling short of estimates among peers who have reported their earnings for the quarter. It leaves Citi with a weak return on equity and market valuation. Mr. Corbat, who rose to power by way of a harsh coup, can’t rely on cost cuts. He’ll have to scrap for revenue.

The bank wasn’t alone in its struggles at the end of 2013. Core earnings at JPMorgan Chase and Wells Fargo each fell 3 percent from the third quarter. And Goldman Sachs joined Citi with a disappointing performance in fixed income trading. The unit’s top line for both fell by 15 percent from the same period in 2012.

Each institution, though, managed to keep on the right side of Wall Street guesstimates. It may have been dumb luck, providing analysts with more unsubtle hints about performance or simply by not having created as much exuberance about improved performance earlier in the year.

Either way, the miss leaves Citi trailing its rivals on a couple of important metrics. At just 5.3 percent, its annualized return on equity for the quarter is the lowest of the big banks that had published results by Thursday. Wells Fargo and JPMorgan were above the all-important 10 percent that stands as a rough mark for where banks cover their cost of capital. Even Bank of America, which has typically trailed nearly all the big banks, beat Citi.

The week’s news and stock movements have also shunted Citi back to the bottom of the book-multiple league table. It now trades at four-fifths of its breakup value, swapping positions with Bank of America.

Overall annual results, including a 7.1 percent equity return, aren’t as dire. Nevertheless, this is the second consecutive quarter that Citi’s results have disappointed shareholders. Accelerating cost cutting, as Mr. Corbat has done, is useful â€" usually only if it covers an earnings shortfall, though, as in Goldman’s case, or at least avoids accompanying a worse relative performance. It is becoming more apparent that it’s time for Citi to be more competitive about the top line.


Antony Currie is an associate editor at Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Key Witness Takes Stand in Martoma Trial

Dr. Sidney Gilman, the key witness for prosecutors in the insider trading trial of Mathew Martoma, a former portfolio manager at SAC Capital Advisors, told the jury on Friday that he retired from a teaching position at the University of Michigan rather than be fired after it emerged that he passed on confidential information to Mr. Martoma.

“I retired rather than being fired,” said Dr. Gilman, 81, who took the stand on the fifth day of the trial. Explaining why he retired in November 2012, Dr. Gilman said, “I revealed information that was confidential about a clinical drug trial to Mathew Martoma, inappropriately.”

Dr. Gilman’s testimony is the most striking yet to bolster prosecutors’ charges that Mr. Martoma used insider information in July 2008 to help SAC avoid substantial losses in shares of the drug companies Elan and Wyeth. Authorities have called the insider trading scheme the largest on record.

The crux of the government’s case against Mr. Martoma, 39, is that Dr. Gilman provided him with confidential information about negative results from a clinical trial for an experimental Alzheimer’s drug that Elan and Wyeth were developing.

Dr. Gilman was chairman of the safety committee for Elan during the clinical trial and a consultant with an expert network firm, the Gerson Lehrman Group. Mr. Martoma became acquainted with Dr. Gilman through his association with Gerson Lehrman.

Early in Dr. Gilman’s testimony, Arlo Devlin-Brown, an assistant United States attorney, asked him whether he recognized Mr. Martoma in the courtroom. Dr. Gilman scanned the room for a few moments and then said he needed to put on his glasses, at which point he stared at the table where the defendant was seated and proceeded to describe Mr. Martoma to the jury.

Dr. Gilman kept his eyes on Mr. Martoma for a few minutes after Mr. Devlin-Brown asked him another question. At times Dr. Gilman asked for questions to be repeated, saying he couldn’t hear them and noting that he wears hearing aids.

Prosecutors contend Mr. Martoma “seduced” and then “corrupted” the doctor by encouraging him to leak confidential information about the safety of the experimental drug that not even employees at Elan and Wyeth were privy to.

The jury was shown confidentiality agreements related to Dr. Gilman’s role on the safety committee and his work as a paid consultant for Elan.

In a sign of support, three friends of Mr. Martoma attended the trial on Friday, joining Mr. Martoma’s wife, Rosemary, and his parents and his wife’s mother. The family has been a constant presence in the courtroom.

When Dr. Gilman entered the courtroom, Ms. Martoma, who is a pediatrician, turned her body to watch him and noticeably kept her eyes on him as he walked slowly to the witness chair. At other points during Dr. Gilman’s testimony, Mr. Martoma’s parents were seen taking notes, as were the seven women and five men on the jury.

Dr. Gilman testified about his job on the safety committee, saying that “all the material we saw was to be kept confidential.” But he said he violated that when it came to passing information on to Mr. Martoma.

Earlier this week, another doctor, Joel S. Ross, testified that he also provided Mr. Martoma with inside information over the years and said he was impressed by the level of detail Mr. Martoma knew about the clinical trials for the experimental drug. Dr. Ross testified that it was almost as if Mr. Martoma “was in the room” when the clinical trials were being discussed because his information about matters he should not have known about was so good.

Both doctors are cooperating with the government and received nonprosecution agreements in return for their help and testimony against Mr. Martoma. Dr. Gilman testified in a settlement with regulators that he paid back $186,000 in consulting fees he had received.

But it is Dr. Gilman and his credibility on the stand that will be most critical because he is the one prosecutors contend told Mr. Martoma directly about the troubled clinical trial several weeks before Elan publicly announced the results.

Dr. Gilman says that he sent a detailed presentation about the clinical trial to Mr. Martoma by email and that the two men talked about it on the phone. A few days later, Mr. Martoma flew to Ann Arbor, Mich., to meet Dr. Gilman in person to discuss the results some more, prosecutors say.

After that meeting, prosecutors charge that Mr. Martoma called SAC’s owner and founder, the billionaire investor Steven A. Cohen, and had a 20-minute phone call with him. The next day, July 21, 2008, SAC began to dump its shares in Elan and Wyeth, unwinding a $700 million stake in the two companies.

Prosecutors contend the inside tip helped SAC avoid losses and generate profits totaling $276 million during a year in which SAC lost about 20 percent, its worst year on record.

Mr. Cohen has not been charged with any wrongdoing, but prosecutors and federal authorities remain interested in learning what Mr. Martoma said to his former boss during that 20-minute phone call.

The defense on cross-examination may seek to push Dr. Gilman on why prosecutors have found no evidence that Dr. Gilman actually sent the presentation to Mr. Martoma by email, as he has testified.

Before Dr. Gilman took the stand, an SAC compliance officer testified that on July 21, the same day that SAC was beginning to sell the shares in Elan and Wyeth, a former chairman of the Securities and Exchange Commission, Harvey Pitt, was giving a lecture to SAC employees about compliance issues, in particular about insider trading laws.

To some degree, before Dr. Gilman took the stand, the most interesting part of the case involving Mr. Martoma has taken place outside of the courtroom. Last week, the judge unsealed court papers in which it was disclosed that Mr. Martoma was expelled from Harvard Law School in 1999 for doctoring his law school transcript.

Prosecutors have not yet sought to introduce that evidence to the jury and it is not clear that Judge Paul G. Gardephe would permit it to be presented to the jury.



HSBC and Citigroup Suspend Currency Traders

LONDON â€" HSBC and Citigroup each suspended currency traders on Friday amid ongoing investigations into potential manipulation of the $5-trillion-a-day foreign exchange market.

Citigroup confirmed on Friday that it had placed two spot traders, one in New York and one in London, on leave pending the outcome of the investigations. The bank fired the head of its European spot currency trading desk last week after he was placed on leave last year.

“HSBC can confirm the suspension of two foreign exchange traders in London,” a spokeswoman for HSBC said on Friday.

The suspensions were the first by HSBC in the expanding investigation and came just days after Deutsche Bank, the largest trader of currencies with about a 15.2 percent market share, placed several traders in its New York offices on leave.

More than a dozen traders at some of the world’s largest banks have been placed on leave amid questions about whether they colluded to fix benchmark currency rates.

Deutsche Bank said it was cooperating with the investigations and would “take disciplinary action with regards to individuals if merited.”

Authorities in the United States, Britain, Switzerland, Germany and Hong Kong have all begun investigations, which are in the early stages.

Many of the world’s largest banks, including Citigroup, Barclays and UBS, have acknowledged that they are subject to those inquiries. None of the banks nor any of the traders who have been suspended has been accused of wrongdoing.

Since the investigations became public, several banks, including JPMorgan Chase and Deutsche Bank, have restricted the ability of traders to engage in chat rooms where traders from their banking rivals are present.

The investigations have focused on the communications â€" and potential collusion â€" among groups of traders in instant message chat rooms, including one that earned traders at various banks the nickname “the cartel.”

The foreign exchange market is lightly regulated, and the banks that dominate the marketplace control the information about how currencies are priced.



In Praise of Depth

Many years ago, I realized that New Year’s resolutions don’t work. This year, instead, I created a ritual. A resolution is a hope and a prayer. A ritual is a highly specific behavior done at a precise time, so that it becomes automatic over time.

My ritual is to read 25 pages each day of a book that advances my knowledge in the work I do, and 25 pages a day of a literary classic. The first I’m doing at lunchtime, and the second as soon as I get home from work.

When I returned to my office after New Year’s Day, I had a community meeting with my co-workers so we could reconnect. One of the questions each of us answered was the personal challenge we intended to take on in the new year. Before I said anything, four people on our team mentioned their desire to read more this year, and more substantively.

I’m craving more depth in my life, and so are they. My strong suspicion is that it’s because we’re drowning in so much trivia â€" a tsunami of texts and tweets, instant messages and Gchat; Facebook posts and bookmarked websites we mindlessly cruise; and multiple Google searches to get answers to the endless, often useless questions that happen to pop into our overcrowded minds.

The hunger we’re all feeling is for instant gratification. It’s not unlike the siren call of a fragrant chocolate chip cookie â€" or, for that matter, the allure of any drug that promises a frisson of pleasure.

But the dopamine squirts we get from these drugs are short-lived. They mostly prompt a craving for more â€" a compulsion to match the initial buzz by upping the ante in the face of diminishing returns. What we chase through our digital devices is instant connection and information. What we get is no more nutritious or enduringly satisfying than a sugary dessert.

We don’t need more bits and bytes of information, or more frequent updates about each other’s modest daily accomplishments. What we need instead is more wisdom, insight, understanding and discernment â€" less quantity, higher quality; less breadth and more depth.

I have a Twitter account, because I’ve reluctantly accepted that it’s part of marketing a modern business. But I don’t tweet very often, I rarely read other tweets and I’ve never read one that stayed with me for more than a moment. Nearly the same is true of my relationship to Facebook. I do succumb to both, but they mostly leave me feeling empty and distracted. Mostly, I wonder if the costs are worth the benefits.

The reality is that we each have limited working memories, meaning we can only retain a certain amount of new information in our minds at any given time. If we’re forever flooding the brain with new facts, other information necessarily gets crowded out before it’s been retained in our long-term memory. If you selectively reduce what you’re taking in, then you can retain more of what you really want to remember.

Over the holidays, I couldn’t resist seeing “The Wolf of Wall Street” â€" precisely because it sounded so seductively over the top. Within 30 minutes, I felt saturated by its pointless, numbing excess. Even so (and embarrassingly), it took me 90 minutes â€" half the movie - to finally get up and leave. I avoided “12 Years a Slave” for weeks because I knew it would be difficult and disturbing to watch. But once I was there, I found it utterly mesmerizing, The movie has stayed with me for weeks, and I feel deepened and enriched by it.

One of the most frequent complaints I hear at all levels in companies is about priorities. The tyranny of the urgent crowds out the work in our lives that requires more time and reflection, but has the potential to generate more long-term value. Relentless demands make it impossible for many of us to stop what we’re doing long enough to decide what most deserves our attention.

Going deeper does mean forgoing immediate gratification more often, taking time to reflect and making more conscious choices. It also requires the capacity to focus in a more absorbed and sustained way, which requires practice and commitment in a world of infinite distractions.

I’ve got nothing against simple pleasures. I love chocolate. I still watch “Gray’s Anatomy.” I read celebrity profiles in magazines. I’m just arguing against them as a steady diet, and for doing the more important and valuable work first, and the trivial stuff later.

Taking on a long and challenging book may not provide the instant pleasure I derive from scarfing down a big bowl of Ben and Jerry’s Heath Bar Crunch ice cream. But it does make me feel instantly better about myself. And once I’m reading Dickens, or Faulkner, or the history of psychoanalysis, the experience is more nourishing and lasting than most of what I do, most of the time.

About the Author

Tony Schwartz is the chief executive of the Energy Project and the author, most recently, of “Be Excellent at Anything: The Four Keys to Transforming the Way We Work and Live.” Twitter: @tonyschwartz



Citigroup Report Urges Deal-Making, Activist Thinking

Citigroup has a stark message for its corporate clients: They are going to have to justify those lofty valuations.

Over the last year, even as stock prices have soared, global revenue growth has slowed and profit margins and earnings per share have declined. Many companies, it seems, are enjoying record high valuations not because of strong results but because of investor optimism.

“There is a dichotomy between the earnings environment and equity valuations,” said Ajay Khorana, global co-head of Citigroup’s financial strategy and solutions group. “Corporates have a challenge and are going to have to defend their valuations going forward.”

Mr. Khorana co-wrote a report, ”Corporate Finance Priorities for 2014,” that Citigroup is distributing to its clients this month. In it, the bank highlights what it calls a dichotomy between market performance and corporate results and suggests tactics that companies might use to improve earnings so their valuations are based not on wishful thinking but on the bottom line.

At the top of the list is deal-making. Though the volume of global mergers and acquisitions was basically flat in 2013, there is consensus that 2014 could be busier, especially in the United States. Citigroup suggests clients get off the sidelines and pursue transactions that are accretive. It also makes the case that companies ought to feel comfortable paying a bit more.

The median premium in M.&A. transactions was 24 percent last year, the lowest since 2007. Part of that is the result of the strong equity markets, which have pushed prices up. But it is also the result of the caution that has pervaded boardrooms and executive suites in recent years. However if M.&A. is to pick up, companies may have to pay up.

To a certain extent, Citigroup is talking its own book here. The more deals its clients do, the more fees it collects. But there is broad evidence that these days, M.&A. is good for a buyer’s valuations, too. On average, Citigroup’s report said, the share prices of buyers rose after a deal was announced, which is a departure from the historical norm. In some cases, the jump in a company’s stock price on news of the deal added market value equivalent to or even greater than the price of the deal itself.

Citigroup also cautioned clients against their continued reliance on share buybacks and dividends. Over the last three years, dividend distributions by nonfinancial companies in the S.&P. 1,500 have jumped 43 percent, to almost $300 billion, and share buybacks have risen 48 percent, to $429 billion.

But while buybacks and dividends are seen as a safe use of cash, they are not always rewarded in the markets. Companies that have relied on share repurchase programs have experienced contraction in their valuation multiples, and with share prices so high, buybacks are not necessarily the best use of a company’s capital.

“The amount of spending on share repurchases and dividends is off the charts,” Mr. Khorana said. “But the rate of return you can earn on a traditional buyback, given where valuations are, is going down.”

Another message in the report: prepare for higher interest rates. Citigroup said it expects the 10-year Treasury note to hit 3.5 percent by the first quarter of next year as the Federal Reserve scales back its bond-buying stimulus program.To hedge against this, companies can work on securing long-term financing for anticipated costs now while rates are at historic lows. They should also prepare for lower profitability, the report said. And a higher dollar could also put pressure on earnings at companies with meaningful overseas cash flows.

“The cost of debt capital is going to rise,” said Elinor Hoover, also global co-head of Citigroup’s financial strategy and solutions group. That means that for companies looking to finance a M.&A. deal with debt, there is only so much time to act before interest rates make transactions more expensive.

Citigroup’s final suggestion for boards and executives is to think like an activist. Activism has never been more prominent, with more than 200 campaigns started last year, Citigroup said. Companies of all shapes and sizes are under threat, prone to be singled out by hedge funds who think they know how to drive up a company’s stock price better than management does.

This is especially true for conglomerates, which trade at an average 7 percent discount to their pure-play peers, according to Citigroup. Activists have homed in on this, and half of their campaigns are now at companies with multiple business lines, the bank said. Instead of simply looking at capital allocation, activists are increasingly looking to break up companies. “The agenda is moving from the tactical to the strategic,” Ms. Hoover said.

Though it is hard to defend against activists once they begin a campaign, Citigroup suggests companies try and dissuade them from even trying by ruthlessly scrutinizing their own capital allocation, business mix and governance structures, even if it makes for some uncomfortable conversations in the boardroom.

Altogether, the report suggests that while companies have enjoyed a startling rebound from the depths of the financial crisis just five years ago â€" thanks largely to last year’s optimism of a recovery â€" they will need to work harder than ever to maintain their edge.

“A lot of the low-hanging fruit has been picked off already,” Ms. Hoover said.



Banks Keep Mouths Shut on Litigation Reserves

BANKS’ LITIGATION RESERVES KEPT SECRET  |  Bracing for a barrage of legal settlements for their roles in mortgage practices leading up to the financial crisis, banks have been setting aside cash to fund impending payouts. But while understanding the size of these funds, called litigation reserves, is necessary for weighing the banks’ financial strength, many banks are continuing to keep this figure secret, Peter Eavis writes in DealBook.

Though banking experts do not suspect banks of keeping inadequate funds, many in the industry are surprised that these figures have not been made public. For one, regulators have pressed banks in the past to reveal the troubled areas of their business like disclosing their holdings of risky European government bonds. Moreover, the banks’ reluctance to divulge their litigation reserves contrasts their willingness to report their reserves for bad loans.

Mr. Eavis writes: “If investors or government authorities suing the banks know how much banks have set aside, bank executives assert, they will be emboldened to increase their demands. And since bank shareholders effectively are liable for legal payouts, they should support management’s desire to keep the size of the litigation reserve secret.”

MORGAN STANLEY TO REPORT EARNINGS  |  Morgan Stanley reports fourth-quarter earnings at 7:15 a.m. today.

GOLDMAN’S PROFIT â€" AND COMPENSATION COSTS â€" FALL  |  Goldman Sachs on Thursday reported net income for the fourth quarter of $2.33 billion, or $4.60 a share, down 19 percent from the same period a year earlier. Net revenue was $8.78 billion. The bank suffered from a decline in its fixed income business, though showed strength in its equity underwriting business, Rachel Abrams writes in DealBook.

Goldman reported the value set aside for compensation and benefits in 2013 was at its lowest since 2009, William Alden writes in DealBook. The bank, which is known for doling out hefty bonuses, is paying out $12.61 billion in compensation and benefits for the year, a 3 percent decrease from last year’s figure.

Citigroup also reported earnings on Thursday that failed to live up to Wall Street expectations, driven by a decline in fixed income trading revenue and a slow-down in mortgage refinancing. The bank reported quarterly net income of $2.7 billion, or 85 cents a share, and revenue of $17.8 billion, Michael Corkery reports in DealBook. But numbers were adjusted downward after accounting for adjustments and one-time items, to $2.6 billion in net income, or 82 cents a share.

BlackRock, the world’s largest asset managers, was the bright spot of the day, reporting fourth-quarter earnings of $841 million, or $4.86 a share, from $690 million, or $3.93 a share, in the period a year earlier, exceeding estimates, Nathaniel Popper writes in DealBook.

JUDGE REJECTS DETROIT’S PLAN TO PAY OFF BANKS  |  Judge Steven W. Rhodes of United States Bankruptcy Court on Thursday rejected a deal Detroit had negotiated to free itself from long-term financial contracts by paying $165 million to Bank of America and UBS, Mary Williams Walsh writes in DealBook. Detroit had planned to use the cash that is currently tied up in the financial contracts, known as interest-rate swaps, to pledge as collateral against new debt.

Though Judge Rhodes rejected one of Detroit’s plans, he approved another, giving the city the go-ahead to borrow $120 million from Barclays, which the city said it desperately needs to provide municipal services in bankruptcy. But it is unclear whether Barclays would make the loan without resolution of the swaps issue.

ON THE AGENDA  |  December housing starts figures come out at 8:30 a.m. The Reuters/University of Michigan’s consumer sentiment index for January is released at 9:55 a.m. Jeffrey M. Lacker, the president of the Richmond Fed, discusses the economic outlook at 12:30 p.m. Morgan Stanley, General Electric, and Bank of New York Mellon report fourth-quarter earnings before the bell. China Mobile starts selling iPhones.

SACRAMENTO KINGS WELCOME BITCOIN  |  The Sacramento Kings, a team in the National Basketball Association’s Western Conference, said on Thursday it will start accepting Bitcoin on March 1, becoming the first professional sports team to adopt the virtual currency. The team said it will allow fans to use Bitcoin for purchasing tickets and apparel in the team’s online store, ReCode reports.

The move will allow fans to make purchases “without physically reaching into their wallets,” Vivek Ranadivé, the team’s majority owner, said in a statement. The team is also trying out Google Glass, ESPN writes.

FIVE OSCAR NOMINATIONS FOR ‘WOLF’  |  The “Wolf of Wall Street” collected five Academy Award nominations on Thursday, including for best picture.

GOLDMAN SACHS MAKES LIST OF TOP 100 EMPLOYERS  |  Forbes released its annual “100 Best Companies to Work For” list on Thursday, with Google taking first place for the fifth time. Goldman Sachs is the first large American bank on the list, coming in at No. 45. But there is still hope for those in the financial industry â€" financial services companies, mortgage lenders and accounting firms all had at least one representative on the list.

 

Mergers & Acquisitions »

Ranking the Biggest Restaurant Leveraged Buyouts  |  Apollo’s $1.3 billion takeover of the parent of Chuck E. Cheese’s ranks among the top five leveraged buyouts of an American restaurant chain.
DealBook »

Carlyle Buys Johnson & Johnson Testing Division for $4.15 BillionCarlyle Buys Johnson & Johnson Testing Division for $4.15 Billion  |  The deal for the unit, Ortho-Clinical Diagnostics, is the Carlyle Group’s first big buyout of the year.
DealBook »

Carlos Slim Avoids Prompting Takeover  |  Carlos Slim, the Mexican telecommunications billionaire, agreed to consolidate his stakes in Telekom Austria, avoiding the mandatory takeover offer threshold, Reuters reports.
REUTERS

A Game for Would-Be Deal MakersA Game for Would-Be Deal Makers  |  On Thursday, Ansarada, which provides virtual data rooms for merger and acquisition transactions, released the M&A Game, aimed at bringing some levity to the soul-crushing work of investment banking.
DealBook »

Why It May Take More Than Former Google Stars to Turn Yahoo AroundWhy It May Take More Than Former Google Stars to Turn Yahoo Around  |  Marissa Mayer has done much to revive Yahoo, but the Internet company, write Richard Beales and Robert Cyran of Reuters Breakingviews, still has a fundamental problem.
Breakingviews »

INVESTMENT BANKING »

Fixed Income Drops at Some Big Banks, but Who’s to Blame?  |  Citigroup and Goldman both reported significant slides in fixed-income revenue, and banks tried to blame many factors for that drop-off.
DealBook »

For Goldman in Europe, a 3rd Way to Get PaidFor Goldman in Europe, a 3rd Way to Get Paid  |  To skirt caps placed on bonuses in Europe, the company will pay some employees a salary, a bonus and what it calls “role-based pay.”
DealBook »

UBS Increases Bonuses for Asia Bankers  |  UBS, the Swiss bank, is said to be bolstering its annual bonus payments to its investment bankers in Asia by about 10 percent for 2013, Bloomberg News writes, citing unidentified people familiar with the situation.
BLOOMBERG NEWS

U.S. Banks Reduce Safe Holdings  |  United States banks last year decreased their holdings in safe securities like U.S. Treasuries and mortgage-backed securities guaranteed by the U.S. government, calling into question whether new regulations are motivating banks to invest in riskier assets, The Financial Times writes.
FINANCIAL TIMES

Morgan Stanley Announces Promotions  |  Morgan Stanley promoted 153 employees to the managing director position, up from 144 a year earlier, Bloomberg News reports.
BLOOMBERG NEWS

Investors Turning to Riskier Investments for Returns, BlackRock Survey Finds  |  Investors seeking higher yields are increasingly turning to riskier sectors like real estate and hedge funds, BlackRock found in a survey of 100 institutions released on Thursday.
DealBook »

PRIVATE EQUITY »

K.K.R. Sells Stake in German Broadcaster  |  The private equity firms Kohlberg Kravis Roberts & Company and Permira Advisers have sold a 16.6 percent stake in ProSiebenSat.1 Media, a German broadcasting company, for about $1.7 billion, Bloomberg News reports.
BLOOMBERG NEWS

RCS Capital to Purchase Broker-Dealer  |  RCS Capital announced it would purchase Cetera Financial Group, an independent broker-dealer for about $1.15 billion in cash, Reuters reports. Cetera is backed by the private equity firm Lightyear Capital.
REUTERS

Chinese Firm Starts Hedge Fund  |  Citic Capital Holdings, a Chinese investment management firm known for its private equity investing, is raising funds to start its first quantitative hedge fund, The Wall Street Journal reports.
WALL STREET JOURNAL

HEDGE FUNDS »

Corvex Turns Down CommonWealth Board Seat  |  Keith Meister, the founder of the activist hedge fund Corvex, pledged to continue his campaign to replace the existing slate of directors at CommonWealth REIT, a real estate investment trust.
DealBook »

Hedge Fund Stays Open After Prostitution Scandal  |  Common Sense Investment Management, an Oregon-based hedge fund, will continue to manage money for outside investors after its founder, Jim Bisenius, was arrested for soliciting prostitution, CNBC reports.
CNBC

I.P.O./OFFERINGS »

Treasury Sells $3 Billion Stake in Ally FinancialTreasury Sells $3 Billion Stake in Ally Financial  |  The sale, conducted as a private placement, helps resolve questions about how the government would dispose of its Ally stake.
DealBook »

Santander Unit Takes Aim at Investors With Online Ads  |  Loyal3 Holdings, the online brokerage, has purchased online advertising space to market the initial public offering of Santander Consumer USA to retail investors, Reuters reports.
REUTERS

Oscar Snub Is Applauded by SeaWorld InvestorsOscar Snub Is Applauded by SeaWorld Investors  |  After “Blackfish,” a documentary critical of SeaWorld, was denied an Academy Award nomination on Thursday, the company’s shares surged.
DealBook »

China’s Neway Begins Trading After Freeze  |  Neway Valve Company, a Chinese-based maker of industrial valves, became the first initial public offering to commence trading in mainland China after a 14-month freeze on sales of new shares, Bloomberg News reports.
BLOOMBERG NEWS

VENTURE CAPITAL »

Andreessen Horowitz Invests in Apparel Company  |  Teespring, a Rhode Island-based company that produces custom T-shirts, has raised $20 million in a funding round led by the venture capital firm Andreessen Horowitz, TechCrunch writes.
TECHCRUNCH

Changing Crowd for JPMorgan Health Conference  |  Google Ventures, which provides funding to health care start-ups, said it is seeing a wider range of companies in attendance at the JPMorgan Chase’s annual health care conference in San Francisco than in past years, The Wall Street Journal writes.
WALL STREET JOURNAL

LEGAL/REGULATORY »

British Regulator Steps Up Review of R.B.S. Loans  |  The Financial Conduct Authority has hired Promontory Financial and an accounting firm to assist in its review of the Royal Bank of Scotland’s lending practices, including claims that the bank pushed some business clients into serious financial difficulties.
DealBook »

Bernanke Reflects on Time as Fed Chairman  |  Ben S. Bernanke on Thursday made what was perhaps his last public appearance as chairman of the Federal Reserve, addressing the financial crisis and policies adopted by the central bank, Binyamin Appelbaum writes in The New York Times.
NEW YORK TIMES

S.E.C. Considering Rules to Bolster Enforcement  |  The Securities and Exchange Commission is looking to strengthen its enforcement powers to enforce the Volcker Rule, Reuters reports.
REUTERS

Regulators Propose Guidelines for Internal Oversight  |  The Office of the Comptroller of the Currency proposed guidelines on Thursday that would require board members and executives of large United States banks to retain independent audit and risk-management officers to monitor any missteps, The Wall Street Journal reports.
WALL STREET JOURNAL

Magazine Names China’s Central Bank Best of 2013  |  The Central Banking Journal awarded the People’s Bank of China the title of bank of the year for 2013, Quartz writes.

QUARTZ

New Ratings Agency Hopes to Compete With Big 3 Outside U.S.  |  A group of smaller credit rating agencies outside the United States has formed Arc Ratings, a new company that the group hopes will provide a viable alternative to the so-called Big 3 credit rating agencies when it comes to international debt financing.
DealBook »



Morgan Stanley’s Earnings Fall for Quarter

Not even Morgan Stanley‘s growing wealth management operations could prevent a decline in fourth-quarter earnings.

The firm’s results were dragged down by a $1.1 billion pretax loss at its institutional securities business, a unit that has struggled over the past year. The bank also blamed rising litigation costs, disclosing that it had set aside $1.2 billion to handle legal bills related to mortgage-backed securities and the credit crisis.

Including certain charges related to its debt, Morgan Stanley reported fourth-quarter profits of $192 million, or 7 cents a share, a steep drop from $661 million, or 33 cents, in the year-ago period.

Excluding those charges, the firm had a profit of 20 cents a share. If the impact of litigation costs is added and a tax benefit is subtracted, Morgan Stanley reported core earnings of 50 cents a share â€" which would exceed Wall Street’s estimate of 45 cents a share, according to a survey of analysts by Thomson Reuters.

Morgan Stanley’s revenue rose to $8.2 billion in the fourth quarter, from $7.5 billion in the year-ago period, when the debt-related charges are excluded.

“Our fourth-quarter results demonstrated the consistency embedded in our business model, as revenues increased year-over-year in all three of our business segments,” James P. Gorman, the bank’s chief executive, said in a statement. “Importantly, we are continuing to address many of the legal issues from the financial crisis.”

The firm also announced it would pay a dividend of 5 cents per share. And Morgan Stanley set aside $4 billion for compensation in the fourth quarter, an increase from $3.6 billion in the same period last year.

Morgan Stanley is the last of the big Wall Street banks to report quarterly earnings, and results have generally been solid if marred by declines in trading. On Thursday, Goldman Sachs and Citigroup were both stung by drops in fixed income.

For its part, Morgan Stanley has sought to shift away from its riskier trading business and toward the relatively more stable wealth management business.

So far, wealth management has been a bright spot. As well, the unit, led by Morgan Stanley’s co-president, Gregory J. Fleming, reported net revenue of $3.7 billion and a pretax margin of 19 percent, compared with $3.5 billion and 17 percent in the year-ago period.

Asset management, the firm’s other main division, posted fee revenue of $2 billion, a 7 percent increase from the same period last year.

Overall, the firm’s return on equity from continuing operations for the quarter, excluding the debt charges, was 2.4 percent.