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Citigroup to Pay $1.13 Billion to Settle Securities Claims

Citigroup has agreed to pay $1.13 billion to settle claims by investors who demanded that it buy back billions in residential mortgage-backed securities.

The bank said on Monday that the pact it reached with 18 institutional investors called for Citigroup to make a binding offer to the trustees of 68 Citi-sponsored trusts that bundled some $59.4 billion in home loans into securities from 2005 to 2008.

The settlement offer, which is subject to approval by the trustees and the court, would release Citi from having to buy back mortgages sold to the trusts.

But it would remain vulnerable to other types of investor claims, including misrepresentations in the offering documents associated with the securities. It could also face potential actions by regulators.

The agreement does not cover home loans sold through private-label securitization trusts via Citi’s consumer mortgage business.

As part of the settlement, Citigroup said it has taken a charge of about $100 million for the first quarter.

Shares of Citigroup ended regular trading on Monday down 56 cents, or 1.2 percent, at $46.55. The stock regained 5 cents in extended trading.

A number of big banks, including Citigroup, JPMorgan Chase and Goldman Sachs, have been accused of abuses in sales of securities linked to mortgages in the years leading to the 2008 financial crisis. Together, they have paid hundreds of millions in penalties to settle civil charges brought by the Securities and Exchange Commission.



Tech Firms May Find No-Poaching Pacts Costly

It is the talk of the Valley.

A high-stakes negotiation is taking place in Silicon Valley among some of the biggest names in the industry â€" Apple and Google among them â€" over accusations that they were involved in a decade-long collusion to prevent their employees from being hired at rival companies. The employees filed a class-action suit, contending that the illegal hiring practices cost employees $9 billion in lost wages. Now the companies are locked in mediation sessions, hoping to settle the case in the next several weeks.

The question being whispered all over town now is how much will Apple, Google, Intel and Adobe ultimately have to pay?

The companies privately scoff at the $9 billion figure that the plaintiffs are seeking, contending it amounts to extortion. The employees, which number about 100,000, suggest that the facts are so damning against the companies â€" and so embarrassing â€" that they won’t settle for anything less than a blindingly high number.

Indeed, the evidence against the firms, which already settled a Department of Justice complaint in 2010 without paying any fine, appears to be about as one-sided as you can imagine.

Steve Jobs, the chief executive of Apple at the time, could not have been any clearer of his intentions to collude with Google and prevent his company from hiring away employees from his frenemy and vice versa.

“If you hire a single one of these people that means war,” he told a Google executive.

Apple’s human resources sent out a note:

“Please add Google to your ’hands-off’ list. We recently agreed not to recruit from one another so if you hear of any recruiting they are doing against us, please be sure to let meknow.”

A trove of similar emails have emerged in the case, many of which have been unearthed and highlighted by Mark Ames of PandoDaily, who has followed the case diligently.

Google’s chief executive, Eric Schmidt was just as explicit in an email after Mr. Jobs queried him about why Google was trying to hire one of his employees. “I believe we have a policy of no recruiting from Apple and this is a direct inbound request,” Mr. Schmidt wrote to his team. “Can you get this stopped and let me know why this is happening? I will need to send a response back to Apple quickly so please let me know as soon as you can.”

Mr. Schmidt clearly understood the legal jeopardy such an arrangement could create. In another similar email chain about the policy with another technology company that was ostensibly part of the no-hire cartel, he told a colleague to communicate it “verbally since I don’t want to create a paper trail over which we can be sued later.”

Well, here we are.

How deep was the no-hire policy? When Google sought to hire an Apple employee based in Paris, Google literally sought permission from Mr. Jobs first. “Google would like to make an offer to Jean-Marie Hullot to run a small engineering center in Paris. Bill, Larry, Sergey and Jean-Marie believe it is important to get your blessing before moving forward with this offer,” a Google vice president wrote to Mr. Jobs. “Google’s relationship with Apple is extremely important to us. If that relationship is any way threatened by this hire, please let me know and we will pass on this opportunity.”

Mr. Jobs later objected and Google rescinded the offer to Mr. Hullot’s team. “Steve is opposed to Google hiring these engineers,” the vice president wrote. “He didn’t say why, and I don’t think it is appropriate for me to go back for clarification. I can’t risk our relationship with Apple to make this happen over his objections.”

All of this does raise a reasonable question: Is it ever appropriate to agree with a “partner” company not to poach an employee?

Some lawyers I surveyed on the subject, most of whom refused to comment on the record because they work at one of the dozens of firms involved in the Silicon Valley case, said that it might be permissible for a company to decide against poaching an employee of a business partner in a specific instance â€" even if it was just about keeping good relations with the company â€" but that a blanket ban on hiring as part of systemic strategy would be plainly anticompetitive.

Some defense lawyers argued that as long as there was a not a reciprocal stated arrangement, companies had wide latitude about their hiring practices.

“The alleged do-not-cold-call agreements between Google, Apple, Intel and Intuit did not reflect ‘parallel’ conduct from which to infer a conspiracy, as plaintiffs contend,” Google said in a motion.

But the executives involved at the highest levels of the no-hiring cabal appear to have known it was illegal, or at least in a substantially gray area.

“We have nothing signed,” Paul Otellini, the chief executive of Intel, told a colleague about the agreement he reached with Mr. Schmidt of Google. “We have a handshake ‘no recruit’ between Eric and myself. I would not like this broadly known.”

Sheryl Sandberg, the chief operating officer of Facebook and a former Google employee, said in a court filing, “Google agreed, at Intuit’s request, to not solicit the Intuit employees who would be involved in the discussions and/or the potential partnership.”

Of course, it may be hard to sympathize with the engineers in Silicon Valley, who are often paid mid-six figure compensation packages, if not more.

So how to determine how much was truly lost by this no-hiring collusion?

That’s hard to determine. If the case ever gets to trial next month in San Jose â€" which is looking increasingly less likely because the companies are deep in settlement talks â€" it is possible that both sides will present a series of economic experts to estimate the damages. But at $9 billion, that would mean that each of the 100,000 employees was owed $90,000.

That’s a lot of money. It is hard to believe the settlement will be that high. In a town that mints billionaires, though, whatever the number is, it will be the equivalent of a rounding error.

Andrew Ross Sorkin is the editor at large of DealBook. Twitter: @andrewrsorkin



Equity Fund Buys Maker of Matzos

This year, Passover will be brought to you by private equity.

The Manischewitz Company, whose matzo and gefilte fish are a staple of Seder tables around the world, is expected to announce on Tuesday that it has been sold to Sankaty Advisors, an arm of the private equity giant Bain Capital. The deal, just in time for Passover next week, may help the 126-year-old company expand beyond the kosher aisle.

Manischewitz, a household name among Jews but with lower visibility outside its niche, is trying to capitalize on the mainstream craze for pure and healthy food. Under its new owner, a firm with expertise in revamping corporate strategy, the company is expected to promote “kosher” as a quality-control designation, rather than a simply a religious one.

“It’s a pretty powerful certification to be kosher, because it means you are holding your product to a very high standard,” Mark Weinsten, the newly appointed interim chief executive of Manischewitz, who is also a senior managing director at FTI Consulting, said in an interview. “Why is that not applicable to people who don’t keep kosher?”

The maker of macaroons and chicken broth has bounced around among various owners over the last two decades.

Founded in 1888 as a small matzo bakery in Cincinnati, Manischewitz grew into a kosher food empire, controlling 80 percent of the United States matzo market by 1990. That year, after many decades of family ownership, the company was sold by a grandson of the founder to Kohlberg & Company, a private equity firm.

Eight years later, it changed hands again and took a new name: the R.A.B. Food Group. In 2008, after a new investment from Philip A. Falcone’s hedge fund, Harbinger Capital Partners, the company that was founded by Rabbi Dov Behr Manischewitz restored its original name.

Sankaty, which had been a lender to Manischewitz, now owns all of the company’s equity. The deal’s price was undisclosed.

Though private equity tends to conjure images of stripping and flipping companies, Sankaty plans to act as “stewards of the brand,” said a person briefed on the deal who was not authorized to speak publicly about it before the announcement.

Mr. Weinsten, the new leader, is a serial C.E.O. who in the past has run a number of other small companies in need of fresh thinking. He grew up attending temple and eating Manischewitz products at Passover, but, in a sign of the company’s ambitions to appeal to the mainstream, says he considers himself a Reform Jew.

“There is, I believe, a consensus among American consumers that the more supervision the better,” Rabbi Yaakov Y. Horowitz, the company’s chief rabbi, said in an interview. “There was always a good feeling in American culture about kosher.”

The company estimates that roughly 60 percent of its products are now sold in kosher aisles of supermarkets. But by introducing new products and relying on more mainstream foods like sardines and soup, it hopes to shift that balance.

Manischewitz is also trying to stay abreast of the latest in food trends, including by offering gluten-free items. Mr. Weinsten said his daughters would be enjoying gluten-free Manischewitz fare at their family’s Seder next week.

The push to revamp the product lineup has been in the works for some time, though it experienced a hiccup several years ago. The company in 2008 temporarily stopped making its popular Tam Tam crackers after problems with new equipment at its Newark factory, creating a conspicuous absence on Seder tables.

But the issues were smoothed out the next year. The company relocated its headquarters to Newark from Secaucus in 2011 and celebrated the occasion by making a 25-foot-long matzo. Cory Booker, the Newark mayor at the time, was quoted as saying that the company’s arrival “gives me great naches,” a Yiddish word meaning proud delight.

Around that time, the company also introduced advertisements that took a secular approach, with scant mention of religious themes.

Rabbi Horowitz, though he was not involved in the private equity deal, said he had a “very positive feeling” about the new owners.

“To a good number of American Jews â€" perhaps a large number of American Jews, those that are unaffiliated and Reform â€" Manischewitz is the last link to their religion, almost,” the rabbi said. “The last thing that Jews let go, if they’re acculturating to the extreme,” will be the Passover Seder.



After EMI Debacle, Guy Hands Finds Solace in Gardening

Guy Hands tried to make money from the likes of Katy Perry and Coldplay when he bought the music giant EMI in 2007. But he has had much more success selling resin garden animals and bedroom slippers to retirees in garden centers across Britain.

Mr. Hands, who founded and runs Terra Firma, a British private equity firm, bought the Garden Centre Group in 2012 for 276 million pounds ($459 million). The purchase of the company â€" a collection of 129 stores of varying size and success scattered throughout England and Wales â€" has shown that Mr. Hands has a green thumb, at least for gardening investments. The Garden Centre’s earnings before taxes, depreciation and amortization were up 50 percent last year, to £42.7 million ($70.8 million).

“For men over 45 in England, gardening is the second-most popular pastime after television,” Mr. Hands said. “Even sex came after the garden, which the French would say sums up the British.”

But Mr. Hands will need more than the sweet scent of roses to make up for the mess left over from EMI, the music company he bought at the top of the market for £4 billion ($6.3 billion) in the largest private equity deal ever done in Britain. The company, facing crushing amounts of debt, was seized by its lenders in 2011, erasing two-thirds of Mr. Hands’s wealth and his reputation as one of Britain’s savviest investors. (He has since moved to Guernsey, an island that is not part of Britain and, therefore, not subject to its taxes.)

With private equity booming again â€" in 2013, firms around the world raised $493 billion in new funds, the highest level since 2008, and had $311 billion in exits, according to the data provider Preqin â€" Mr. Hands is clearly aiming to get back in the game. Investors say he hopes to raise a fund of 2 billion euros in addition to finally closing on an initial round of capital for his renewable energy infrastructure fund, which has had a long and rocky start.

Mr. Hands said that the Garden Centre gets back to Terra Firma’s roots â€" buying asset-backed businesses in need of restructuring in essential industries. Gardening is a £5 billion business in Britain, and eight out of 10 people have gardens. The company was an amalgamation of garden centers built by gardening enthusiasts with no retailing experience. And yet the retailing opportunity was ripe. “It’s a business that grew up by small, family-owned businesses being taped together,” said Julie Williamson, financial managing director at Terra Firma. “It was not properly integrated.”

Terra Firma’s research showed that people spent two to four hours at garden centers, with only 5 percent arriving to buy a specific gardening product. “They look at the flowers. They buy something. They have a cup of tea,” Mr. Hands said. Terra Firma set about transforming the local horticultural hubs into buzzing retail centers, with fish and chips made with regionally brewed beers to complement the begonia bulbs.

That meant reassessing the rather puzzling stock of goods. Out went masses of expensive Le Creuset cookware, the odd £7,000, three-piece living room set and the £18,000 bonsai. In came Comfy Feet slippers, fresh-brewed cappuccinos and a wide assortment of resin animals, which tallied more than £1 million in sales last year. (Bunnies were the top sellers, even beyond the popular Easter selling season. “This is the new gnome,” Ms. Williamson said.)

Since Terra Firma bought the company, it has also changed the management team, putting in a chief executive who worked at Avis and a head of retail operations with experience at Marks & Spencer and Pret a Manger. The supply chain has been centralized, and parking improved.

Restaurants at Garden Centre locations are being overhauled â€" the company owns 100, making it a significant restaurant chain in Britain â€" and farm stores introduced with butcher and fruit stands alongside specialty beer producers. Because customers like experts, and horticulturalists are not usually well versed in high-protein puppy food, concession licenses are now being sold to pet suppliers, high-end clothing brands and aquatics experts.

Still, £1 million in resin rabbits cannot erase the black mark left by EMI. Mr. Hands had to write down £1.75 billion on the investment after funding dried up in the financial crisis. (He also famously called the label’s artists lazy, and then later elaborated that he was misunderstood. The issue, he said at the time, was that they could not handle the truth.) He then sued Citibank and his banker, charging that they rigged an auction to get him to pay a higher price for EMI. The suit was recently moved to Manchester, where it will continue.

The debacle hurt Mr. Hands’s reputation, say private equity executives, who insisted on anonymity because they sometimes do business with Mr. Hands. “If you are a teachers’ pension fund and you have trustees looking at you, do you really want to be associated with the fund which was all over the press for its lawsuit?” said one London-based fund-raising executive. “Most people say, ‘No, there is too much political risk.’ ”

Mr. Hands believes the EMI troubles are behind him. “EMI was a long time ago,” he said. “I think investors are now focusing on what we have achieved since 2010.” Last year, he took public Infinis, a generator of renewable energy, and Deutsche Annington, a German property company, while acquiring Four Seasons Health Care, an older-adult care specialist firm. In 2012, he completed the acquisition of Annington Homes, the largest leveraged buyout since EMI, according to Preqin.

In 2013, Terra Firma Capital Partners III, the fund that bought EMI, showed a net return of 0.67 times its cash investment and posted a negative 9 percent rate of return, compared with a net return of 1.28 times cash investment for the average fund that was started in 2007 and an 8 percent rate of return, according to Preqin. Private equity investors generally look for 15 to 20 percent returns.

The firm faces other headwinds. Terra Firma has faced high turnover, most recently when it fired the head of its renewable energy team during fund-raising. That fund is aiming to raise €2 billion, down from an original goal of much more, say people familiar with the efforts. It has not closed its first round of fund-raising yet, and the broader sector is notable for its meager returns.

Market sources say that the fund-raising strategy had shifted from “large elephants” â€" or securing large investments â€" to smaller ones, as many of the sovereign wealth funds and large pension funds want to go it alone. Mr. Hands said that the fund’s focus on renewable energy generation assets tended to attract those who took the time to get to know it.

Mr. Hands said that turnover of management for his portfolio companies was good when necessary, but investors may not share the same sentiment when it comes to the management of hundreds of millions of their dollars in his funds.

“Institutions like stability in the team,” said one market expert, who would not speak on the record because he occasionally worked with Terra Firma. “I don’t know if it should be the end-all, be-all, but it is.” Mr. Hands set aside £35.6 million for wages and salaries for the year through March, compared with £17.6 million the year before, as a way to hold on to restless talent.

Mr. Hands seems to take the ups and downs in stride. A famous workaholic, he may not be able to overcome one formidable foe for his Garden Centre investment: the English weather. “It is a bit unpredictable,” he conceded.



Highbridge Capital Hires a Trader in London

The hedge fund Highbridge Capital Management, which recently hired away two portfolio managers from Steven A. Cohen,  has picked off a portfolio manager in London from Claren Road Asset Management, a division of the Carlyle Group.

John Aylward is leaving Claren to join Highbridge in London where he will manage a credit strategy portfolio, said a person briefed on the matter but not authorized to discuss the matter publicly. Mr. Alyward is expected to join Highbridge in the next several weeks.

Before working at Claren in 2010, Mr Aylward was with Deutsche Bank, where he was the head of high-yield trading in Europe, according to a profile that is still  on the Claren website. Highbridge, with $29 billion in assets under managements, is owned by JPMorganChase and is moving to expand its presence in Europe. The firm’s London office manages 20 to 25 percent of Highbridge’s assets.

The hiring of Mr. Aylward comes a few weeks after Highbridge hired two portfolio managers from Mr. Cohen’s SAC Capital Advisors to work in its New York office, where the investment firm has its headquarters. In March, Highbridge hired Wayne Chambless and Christopher Procaccini from SAC, which on Monday officially renamed itself Point72 Asset Management, as Mr. Cohen’s firm becomes a family office that will manage mostly his money.

Officials with Highbridge and Carlyle weren’t immediately available for comment.



Comcast Shares Are Down, but Time Warner Cable Deal Is Still Safe

On Wednesday, lawmakers on Capitol Hill will ask Comcast to defend its proposed takeover of Time Warner Cable, a deal that would merge the two largest cable operators in the country. The Senate Judiciary Committee is expected to ask Comcast executives tough questions about competition and scrutinize how much choice consumers have when it comes to high-speed Internet.

But lawmakers are not the only ones taking a second look at the deal. Time Warner Cable investors are closely watching Comcast’s share price â€" which has been sliding â€" knowing that its movement affects the value of the all-stock deal.

Since Comcast announced its surprise deal for Time Warner Cable two months ago, its shares have fallen about 10 percent. For investors being offered 2.875 shares of Comcast stock for each of their Time Warner Cable shares, that means they are receiving about $140 a share instead of nearly $159 at the time the deal was announced.

To some, this might seem like an opening for Charter Communications, the smaller regional cable operator that had been pursuing Time Warner Cable, to re-enter the fray.

Charter has still not withdrawn the slate of directors it nominated to Time Warner Cable’s board. And with Time Warner Cable shares trading around $136, it seems as if Charter wasn’t too far off with its most recent bid, which had a value of $132.50 at the time it was made.

But Charter shares have fallen, too, sliding about 14 percent since it was outmaneuvered by Comcast. Its most recent bid, consisting of $82.54 in cash and 0.372 of a Charter share for each Time Warner Cable share, is worth about $126.30. That is down from the value of $132.50 a share when it was proposed and still more than $14 below the current value of the Comcast bid, leaving Charter with a big hole to plug.

The performance of Time Warner Cable shares is telling, too. They are trading well below the original value of the Comcast bid of nearly $159. But that is only about 4 percent below the current value of the Comcast bid of $140 a share, a typical arbitrage spread that suggests short-term investors think the deal will get done.

What is more, had Time Warner Cable accepted an offer from Charter instead of Comcast, its stock might be trading at a discount of even more than 4 percent because of the large cash component of the deal and investor unease about the large debt load Charter was preparing to take on.

Comcast is not taking anything for granted, though. The company said that it would increase its share repurchase program if investors accept the deal, sweetening the pot.

It’s worth noting that when Time Warner Cable finally did agree to sell, it did so without a so-called collar as part of the deal structure. Collars stipulate that, in the event of a steep decline in the acquirer’s share price, the investors in the target company will receive more shares. When Time Warner Cable made a counteroffer to Charter, it included a collar. But when it sold to Comcast, the deal did not have one, meaning that Time Warner Cable shareholders are at the mercy of Comcast’s stock price.

Comcast still has something to prove on Capitol Hill. And winning over regulators could prove harder than expected. But for now, Wall Street seems sold on the deal.



China’s Dominance in Cement Has Little Effect on European Suppliers

HONG KONG â€" In the cement industry, as with so much else in global commerce, China is a dominant force.

Yet unlike many global commodities, cement is a product in which China’s leading role has little bearing on exports or on European suppliers.

Cement is so heavy and relatively inexpensive that it is not worth shipping far from the source of production. That means China, in this field, has little impact on global supplies or prices, even though the nation accounts for about 60 percent of world production of this most basic of building materials.

‘‘Cement is usually a short-haul sea trade, because the cost of production is not high,’’ said Vikrant S. Bhatia, the chief executive of KC Maritime, a bulk-carrier shipping line based in Hong Kong that specializes in cement. Very little cement moves between Asia and Europe, he said.

Lafarge and Holcim, the European giants that plan to merge, each have substantial operations in Asia, Mr. Bhatia said. Lafarge maintains a large office in Singapore with big plants in countries like Vietnam. Holcim is strong in India and Dubai, he said.

But China is the big player in Asia, though mainly for its own voracious construction needs. Only a tiny fraction of Chinese cement is exported.

According to the European Cement Association in Brussels, China accounted for 59.3 percent of the 3.6 billion tons of cement produced in the world in 2012, the most recent year for which detailed global information was available. Producers in the rest of Asia accounted for an additional 20 percent of the global supply. Over all, Asian producers made almost 80 percent of the world’s cement that year.

China’s cement production rose an additional 9.6 percent last year, according to the country’s National Bureau of Statistics, even as weak economic growth held back expansion elsewhere.

China exported only 14.5 million tons of cement last year, or 0.6 percent of production, while importing less than 1 million tons, Chinese customs information shows.

Much of that cement went to countries with large natural resource sectors that have the means to pay for imports and are investing heavily in construction, notably Mongolia, Australia and Angola.

China has been building cement plants at a torrid pace, despite growing concerns about the plants’ air pollution and their voracious demand for electricity, which is mostly generated in China by burning coal.

Cement is made by crushing and mixing limestone and clay, which requires considerable amounts of electricity, and then baking the mixtures with additives in huge, extremely hot kilns that consume a lot of oil or coal-based materials.

Even as new cement plants continue to open, there are worries that China’s demand for cement might start to slow. Real estate prices have begun rising a little less quickly this year in China, while many of the country’s real estate developers are struggling to cope with fairly high inflation-adjusted interest rates on corporate borrowing.

The largest single use of cement by far in China has been in railroad construction. High-speed rail lines, in particular, tend to be built on long, above-ground concrete viaducts to minimize the amount of farmland that they occupy and to keep the rails almost perfectly flat for very long distances.

The Chinese State Council, the country’s cabinet, announced last week that it would accelerate the completion of new rail lines this year to 4,100 miles, an increase of 620 miles from last year.



Puerto Rico Hires Bankruptcy Lawyers

Puerto Rico’s fiscal agent has hired another well-known restructuring law firm, raising the specter that the financially troubled island is preparing to revamp its finances.

The Government Development Bank for Puerto Rico, which oversees all of the commonwealth’s debt deals, said it had hired Cleary Gottlieb Steen & Hamilton.

The development bank declined to say whether Cleary had been hired as part of an effort to restructure the commonwealth’s debt.

“The G.D.B. regularly solicits advice and counsel from a number of legal and financial advisers with respect to financing plans and other related matters,” a spokesman for the development bank said in a statement. “Cleary Gottlieb Steen & Hamilton were engaged by the G.D.B. as part of these ongoing efforts.”

The hiring of Cleary, which was first reported by The Wall Street Journal, comes as Puerto Rico tries to jump-start a flagging economy while also digging out from a mountain of municipal bond debt.

Cleary has represented many financially challenged government clients, including Greece, Iraq, Iceland and Argentina.

Puerto Rico investors worry that a restructuring could result in large losses on their bond holdings as the government seeks to reduce its debt load. Unlike Detroit and other United States municipalities, Puerto Rico cannot file for federal bankruptcy protection, making the prospect of a restructuring by the commonwealth potentially even more frightening to creditors because there is no clear template.

Last month, the Government Development Bank disclosed soon before it sold $3.5 billion in municipal bonds that it had hired Millco Advisers, an affiliate of Millstein & Company, which is also well known for its restructuring work.

Millco’s founder, James Millstein, was the architect of a complicated series of transactions that paid back the Federal Reserve Bank of New York for its initial bailout loans to the American International Group.



Amid Bids for Deoleo, Spain’s Government Seeks to Protect Olive Oil Sector


MADRID â€" A takeover battle for Deoleo, Spain’s biggest olive oil company, is testing the Spanish government’s willingness to allow foreign investors to control over one of its main agricultural sectors.

At least three foreign bidders submitted offers last week for Deoleo, including an Italian state-backed fund, Fondo Strategico Italiano, and two private equity firms, the Carlyle Group and the Rhône Group, according to a person familiar with the bidding process who was not authorized to comment.

The government of Prime Minister Mariano Rajoy has already warned any buyer against splitting up Deoleo’s assets or reducing its focus on Spanish olive oil farming.

Miguel Arias Cañete, the Spanish agriculture minister, told reporters last week during a visit to Córdoba, in the olive heartland of southern Spain, that “the government is following this process very closely and is sending the message that we don’t want the company to be cut up into bits.” He added: “We want Deoleo to bet on Spanish oil.”

Spain is the world’s largest producer of olive oil. Deoleo distributes about a fifth of the olive oil sold worldwide, through brands that include Carbonell and Koipe in Spain, as well as Bertolli and Carapelli in Italy.

The takeover battle was started by four Spanish banks that together own 31 percent of Deoleo’s equity. The banks are looking to divest themselves of a nonstrategic asset to strengthen their balance sheets, in line with the conditions agreed to with international creditors in return for Spain’s banking bailout.

However, under Spanish stock market regulations, any buyer of a stake of more than 30 percent in a listed company must then make a takeover bid for the entire company. JPMorgan Chase, the investment bank, is advising Deoleo.

The largest of Deoleo’s banking shareholders is Bankia, which owns 18 percent of its equity. Almost two years ago, Bankia plunged Spain into a financial crisis because of its losses on mortgage loans, which forced the government to nationalize Bankia and then negotiate a European bailout of the sector worth as much as 100 billion euros, or $135 billion at current exchange rates. In the end, Spain used ¤41 billion of that bailout money, half of it to salvage Bankia.

Deoleo reported a profit of €20 million last year on revenue of €813 million, but it also has net debt of €472 million.

In a statement Thursday to the Spanish market regulator, Deoleo confirmed that it had received different offers without naming the bidders. It said all the bids valued the company below its market capitalization, which amounted to €456 million on Monday night.

A spokesman for Deoleo said the company could not comment further on the bids or on the government’s apparent concerns about its future ownership. About 45 percent of Deoleo’s equity is in free float, with the rest held by the banks and some other corporate investors.

To keep Deoleo in Spanish hands, the government could put together a counteroffer, led by its state-owned industrial holding company â€" Sociedad Estatal de Participaciones Industriales, or Sepi â€" with the backing of some other Spanish industrial groups and current minority shareholders in Deoleo.

Such a counterbid, however, would run against recent efforts by the government to revive foreign investment in Spain, which plummeted after Bankia’s near-collapse. Spain continues to struggle with record unemployment, but its economy came out of recession in the third quarter of last year.

The European Union produces three-quarters of the world’s olive oil, mostly around the Mediterranean. For the most recent harvest year, Spain was in line to produce 1.5 million out of the European Union’s 2.3 million tons of olive oil, according to estimates from the European Commission. Italy ranks second, with an estimated 450,000 tons, followed by Greece and Portugal.

However, a longstanding Spanish frustration is that Italy has more successfully focused on exporting the highest quality olive oil, known as extra virgin, even though Italy itself is the largest importer of Spanish oil, which it buys mostly in bulk.



Rough First Day of Trading for Lands’ End, and Its Former Parent

When Sears Holdings said late last year that it would spin off its Lands’ End division to shareholders, it described the move as a way to unlock value within the clothier.

But so far, the newly public clothing company has lost a bit of value in its first day of trading.

Shares in Lands’ End tumbled in their debut on Monday, falling to as low as $28.50. As of early afternoon, the company’s stock was down more than 6 percent, at $29.62.

At that level, the company had a market value of about $889.7 million, far below the $1.9 billion that Sears paid for it 12 years ago.

Perhaps that’s to be expected. Lands’ End has suffered from four years of declining sales, even as its net income rose 58 percent last year, to $78.8 million.

But Sears was supposed to have benefited from the spinoff, beyond receiving a $500 million payout from its former subsidiary on its way out the door. Instead, Sears suffered even more on Monday, tumbling nearly 22 percent by midday to $39.35 a share.

In some ways, that may be because Sears is parting with one of its best-performing assets. The company said that the spinoff was meant to give shareholders a choice in which parts of the onetime retail empire they wanted to keep.



Deal for Questcor May Create More Headaches for Acquirer

Assets are being given a shine in a $5.6 billion tax arbitrage deal. Mallinckrodt Pharmaceuticals, a specialty drugs company, is paying a 27 percent premium to buy Questcor Pharmaceuticals, a rival barraged by regulatory inquiries.

Why do it? The transaction moves profits to Ireland, where the acquirer is domiciled for tax purposes. It may be buying as many problems as tax savings, however.

Mallinckrodt is an odd bird to begin with. The conglomerate Tyco bought the previous guise of Mallinckrodt in 2000. Tyco reversed itself, and spun off its health operations as a company called Covidien in 2007. Last year, Covidien spun off its drugs business as Mallinckrodt.

The newly independent company then bought Cadence Pharmaceuticals for $1.4 billion earlier this year. Now it is adding Questcor.

There are cost savings from merging the companies and cutting expenses, but much of the appeal lies in financial engineering. If companies in low-tax domiciles buy assets in the United States, or American companies effectively become Irish through mergers, their tax bills can shrink by as much as half.

For one company, Valeant Pharmaceuticals, that strategy fueled a more than 10-fold increase in its stock price since 2008. It also helped Endo International and Perrigo in their deal-making.

But many of the more desirable assets have been picked up. That left Questcor for the latecomer Mallinckrodt. Questcor’s sales are expected to grow more than 30 percent this year. It also generated about $330 million of free cash flow last year.

Instead of buying back stock and paying dividends, as Questcor did, Mallinckrodt can use this cash for acquisitions. Throw in the tax savings of perhaps $60 million next year, and more in subsequent years, and the deal starts to look interesting.

Questcor’s cash flow is from a risky source, however. The company took a drug approved for infantile spasm, and increased its price up to more than $30,000 a vial from around $50. Because there’s no alternative, patients pay up.

The company also pushed to get the drug used to treat other conditions, where the benefit is less clear. Some insurers have pushed back, and the Justice Department, two state attorneys general and the Securities and Exchange Commission are investigating the matter.

Stocks of rival acquirers have jumped on deals, but Mallinckrodt’s stock fell 7 percent. A tax advantage is good, but not if it leaves the buyer with a bigger problem to solve.

Robert Cyran is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



High-Frequency Trading Falls in the Cracks of Criminal Law

Words like “rigged” and “scam,” which have been used to describe how high-frequency trading firms make money in the markets, usually indicate something illegal has occurred. The attorney general, Eric H. Holder Jr., added to that perception when he confirmed at a congressional hearing on Friday that the Justice Department was investigating high-frequency trading “to determine whether it violates insider trading laws.”

Federal prosecutors will join with the Securities and Exchange Commission and the Federal Bureau of Investigation, both of which have been scrutinizing high-frequency trading for some time. The investigations are sure to pick up steam on the heels of the publicity surrounding Michael Lewis’s new book, “Flash Boys: A Wall Street Revolt.”

Mr. Lewis portrays how firms use the advantage of just a few milliseconds to trade ahead of the rest of the investing world to reap profits by snatching the best prices for stocks. This plays into what New York State’s attorney general, Eric T. Schneiderman, has called “Insider Trading 2.0,” a call for greater regulation of trading to level the investment playing field.

The problem, though, is that the firms’ trading methods do not fit comfortably into any of the typical theories of securities fraud that have been used to pursue misconduct.

High-frequency trading comes in different forms, so there is no single way to describe how it is done. One common method involves paying the stock exchanges for faster access to information about the flow of orders so that the firms can try to predict the direction of the market. Using algorithms to analyze data about unfilled orders to buy or sell stocks, they can trade ahead of other investors to take advantage of impending changes in a stock’s price.

When one investor has information not available to the rest of the market to trade profitably, that certainly sounds like the type of insider trading Mr. Holder mentioned in his testimony. On closer inspection, however, high-frequency trading firms probably fall outside the ban on insider trading as it is currently defined, at least if all that the firms are doing is buying information from exchanges.

The cornerstone of insider trading law is identifying a misuse of confidential information that constitutes a breach of a fiduciary duty. The high-frequency trading firms pay the stock exchanges for access to their order information, so there is no violation when they use what has been legitimately purchased. Indeed, as Andrew Ross Sorkin wrote in his DealBook column, it is the exchanges that “are enabling - and profiting handsomely - from the extra-fast access they are providing to certain investors.”

High-frequency traders get the best prices by stepping ahead of others in having their trades executed first, making the transactions of other investors a bit less profitable. This sounds like front-running, in which a broker buys or sells before execution of a client’s order to take advantage of a more favorable price.

The Financial Industry Regulatory Authority, the brokerage industry’s self-regulatory agency, has a rule that specifically prohibits brokers from trading ahead of their clients. But this rule, No. 5320, does not apply to high-frequency trading firms that are not acting on behalf of a client and are only trading for their own accounts. There is no small paradox in the stock exchanges profiting by selling access to information that can be used for something that looks an awful lot like front-running, while Finra enforces a rule prohibiting brokers from doing the same thing.

The S.E.C. has started to crack down on a type of market manipulation called “layering” or “spoofing,” in which a trader sends out orders to create the appearance of activity in a security to induce others to buy or sell, only to cancel the orders. In an administrative proceeding filed last week, the S.E.C. imposed a civil penalty and required repayment of profits of more than $1 million from this type of conduct.

One way in which high-frequency traders try to gather information about the flow of orders is by “pinging” different markets. That means a firm sends multiple orders out into the markets to determine whether any will be filled, which can give an indication of the direction of a stock. It is estimated that over 90 percent of the orders are canceled.

Can this be the basis for pursuing charges against high-frequency trading firms? The problem with proving market manipulation is that the government much show either an intent to artificially affect stock prices or to defraud others.

High-frequency traders send out orders to learn the best price so they can trade ahead of others, not necessarily to drive the price up or down. In fact, they usually do not want the price to move until after they have traded.

Proving intent to defraud requires purposeful or reckless conduct to deprive the victim of property. That standard would be difficult to prove when an algorithm makes the investment decision in the blink of an eye and the firms have no real interest in the underlying value of the companies whose shares they trade.

The government also has the option of pursuing a case through its trusted standby: the wire fraud statute. But high-frequency trading does not appear to deprive anyone of property, a prerequisite to proving a violation.

The ability of some traders to jump in first does not defraud other investors, even though it smacks of unfairness in much the same way as someone cutting to the front of the line at an amusement park.
In fact, Disney now sells access to its most popular rides to those willing to pay a little extra.

Building a criminal case against high-frequency traders, or even a civil enforcement action, will be a problem because the firms are pursuing what Wall Street does best - finding a new way to make money from other traders. They exemplify Bernard Baruch’s comment, “The main purpose of the stock market is to make fools of as many men as possible.”

Even if high-frequency trading does not violate any of the current rules on permissible stock trading, that does not mean using speed to grab the best prices is right. As Joe Nocera pointed out in a New York Times Op-Ed column, “The tactic smells to high heaven, creating an unlevel playing field that costs investors money.”

The question is how to restore at least the perception of fairness in the markets without undermining what the firms argue are the benefits brought by high-frequency trading â€" increased liquidity and narrower spreads between the bid and ask prices. Investors often lose out on the best possible price, but at the same time may be getting better prices than they would have without this type of trading.

That means regulators, particularly the S.E.C., will have to figure out a way to balance the benefits while combating the widespread view that the markets are rigged. Criminal law is not equipped to do that, so don’t expect to see prosecutions against high-frequency traders any time soon.



SAC Capital, Meet Point72 Asset Management

They’ve changed the sign. They’ve changed the email address. And presumably they will soon be giving out new fleece jackets at Point72 Asset Management, the new family office that will trade billions of dollars of Steven A. Cohen’s money and is the legal successor to his once-mighty SAC Capital Advisors hedge fund.

The retirement of the SAC name happened quietly over the weekend, and it does not appear that Mr. Cohen is planning any big celebration at his firm’s headquarters in Stamford, Conn., to celebrate the occasion. The firm’s old website is no longer accessible, and a new site has yet to go online.

But in the weeks since deciding on a new name, which is a reference to the 72 Cummings Point Road address of the firm’s headquarters, Mr. Cohen’s firm has been busy buying domain names for websites that incorporate “Point72.” Most notably, the firm acquired the domain name for a former quantitative trading shop called Point72 Technologies that was based in Los Angeles.

It’s not clear whether Mr. Cohen intends to use that firm’s domain name for its own website, but the firm needed to acquire it because it is using “Point72.com” for its email addresses.

A Point72 spokesman declined to discuss the firm’s new website or what happened to the firm’s former sign.

To be sure, even when it was a hedge fund, the SAC website did not reveal much to the general public. The site was restricted and required a login. The only publicly available website SAC had was one it used for recruiting,  to advertise job openings.

The low-key changing of the guard to Point72 from SAC is no doubt a reflection of the fact that this is a pivotal week for the billionaire investor, as a federal judge will decide whether to accept or reject SAC’s guilty plea to insider trading charges.

The hearing on Thursday before Judge Laura Taylor Swain of the United States District Court in Manhattan may  move Mr. Cohen one step closer to putting the federal government’s nearly decade-long investigation of his firm into the rear-view mirror. Federal authorities continue to investigate allegations of insider trading by SAC employees into several stocks beyond the 20 publicly identified by prosecutors, but there is a growing sense that Mr. Cohen himself will escape criminal prosecution.

Mr. Cohen, regarded by many as one of the premier stock traders of his generation, is certainly hoping to open a new chapter in his life with Point72.  The firm will be forbidden from managing money for outside investors under SAC’s plea deal with prosecutors.The hedge fund firm will also pay a $1.2 billion penalty if the deal is approved by the judge. Indeed,  Mr. Cohen is working hard to keep his firm from getting much smaller than its 850 employees by pressing the majority of his firm’s 90 portfolio managers to sign two-year contracts.

But whether Point72 will be able to replicate the kind of trading success that SAC generated over its 22-year history will depend a lot on whether the investigation of Mr. Cohen and his firm has really come to an end. Another significant arrest of a top trader who once worked for SAC could make it impossible for the Wall Street banks that continue to lend money to Point72 to continue those relationships.

A loss of leverage would undoubtedly spell the doom of Point72, which counts on using borrowed money to add firepower to its trading and bolster its ability to generate returns. A recent regulatory filing with the Securities and Exchange Commission indicates that the former SAC had about $12 billion in assets, but when combined with leverage its total market exposure was $41.5 billion. So borrowed money, just as it was with SAC, will continue to be a lifeline to success for Point72.

So for now, there probably won’t be  much popping of Champagne bottles at Point72. It may be months before it is clear whether Mr. Cohen, who owns a minority stake in the New York Mets baseball team, can show  the trading world that the magic is back.

 



Drug Sale Shows Risk in Japan’s M.&.A. Adventures

Daiichi Sankyo has just reminded corporate Japan of the dangers of overseas adventures. The drug maker is handing control of its ailing Indian affiliate Ranbaxy to local rival Sun Pharmaceutical in a $3.2 billion deal. The investment has lost almost 40 percent of its value in six years.

It’s a timely reality check. When Daiichi bought 64 percent of Ranbaxy in 2008, it was in the vanguard of Japanese corporations expanding abroad, especially in emerging markets. Since then the Indian drug maker has suffered one setback after another. United States regulators have banned products from four of its Indian plants, while the company admitted to lying about safety standards and paid a $500 million fine. The problems are still mounting: on Monday, Ranbaxy said it had received a subpoena from authorities in New Jersey.

Ceding control to  Sun Pharma of India is probably the best option in the circumstances. Nevertheless, it’s a painful financial blow. The all-share deal values Daiichi’s stake at around 123 billion Indian rupees ($2.04 billion), 38 percent less than what it paid six years ago. The destruction of value is even more dramatic when measured in  dollars. Daiichi has indemnified Sun Pharma against any costs arising from Ranbaxy’s latest subpoena, which means the bill could still rise further. And while Daiichi does get a 9 percent equity stake in the combined Indian company, recovering its original investment requires a dramatic revival.

Sun Pharma should have a better chance of getting a grip on Ranbaxy, though it is hardly getting a steal. The valuation of about two times 2013 revenue is punchy for a business that has lost money in seven of the last 12 quarters. Projected cost savings and revenue synergies of $250 million a year look modest. The real potential lies in persuading United States regulators that Ranbaxy is under better supervision.

Investors, meanwhile, will hope that others learn their lessons. Japanese companies are eager to expand abroad, spending a combined $348 billion on cross-border acquisitions since 2008. Ranbaxy should serve as a powerful reminder of what can go wrong.

Peter Thal Larsen is Asia Editor of Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Fenway Summer Acquires Start-Up Mortgage Lender

Raj Date, a former official at the Consumer Financial Protection Bureau, is getting ready to enter the mortgage market.

The firm he started last year, Fenway Summer, plans to announce on Monday that it has merged its mortgage venture with a start-up called Ethos Lending, allowing it to start making home loans in the next few months.

The combined firm, to be called Ethos Lending, plans to extend loans that are not eligible to be purchased by Fannie Mae or Freddie Mac, the mortgage finance giants that buy about two-thirds of new home mortgages. That focus, the firm says, will allow it to be competitive on price while serving borrowers who do not meet the qualifications for government backing.

Starting a new mortgage lender is no easy feat, but Mr. Date said the merger would allow Fenway Summer to accelerate its plans.

“We had been looking for the right platform to acquire that would essentially allow us to get into the market faster and at a better scale,” he said on Monday. “If we could wave a magic wand and accelerate our own entry by six months, nine months a year, what would it look like? It would look like this.”

The mortgage venture is the latest career twist for Mr. Date, who worked as an investment banker before serving as deputy director of the consumer protection agency. Fenway Summer, which he started last year after leaving the government, is an advisory and venture firm, with investments related to Bitcoin, student loans and derivatives.

Mr. Date said Ethos Lending would avoid the missteps made by lenders in the run-up to the financial crisis. For one thing, it plans to focus on prime borrowers, steering clear of the treacherous subprime market, and will be “tough-minded about verification.”

It also has plans to keep the loans it makes, rather than selling them to Wall Street. “If our borrowers don’t succeed, well, then we won’t either,” Mr. Date said in an email.

Mr. Date knows the rules well, having recently overseen policy for residential mortgages, payday lending and auto finance at the consumer agency. But he dismissed any concerns about moving through the revolving door between government and finance.

“There’s no special Q.M. loophole written in invisible ink that only I can see,” he said in an email, using the shorthand for qualified mortgage. “There is no secret key to the mortgage kingdom. We’re going to compete like I hope everyone does: play by the rules, make great credit decisions, deliver great customer service.”

Fenway Summer first encountered Ethos Lending when its venture capital arm was approached about making an investment. Instead, Fenway saw an opportunity for a merger with the fledgling lender, enticed by its lack of liabilities from before the crisis.

Mr. Date will be chairman of the combined firm, while Mark Lefanowicz, who has been running Fenway Summer’s mortgage venture, will be its chief executive. The founder of Ethos Lending, Adam Carmel, will be president.

The lender, which will focus on so-called wholesale mortgages - delivered through brokers or through referrals from banks - plans by the end of June to start making loans that will be eligible for government backing. Its main business, nonqualified loans, is expected to start by the end of the year.



JPMorgan to Shift Executives at Corporate and Investment Bank

Two weeks ago, Daniel E. Pinto was named the sole chief executive of JPMorgan Chase’s sweeping corporate and investment bank. Now, he is leaving his first major mark on the unit.

Mr. Pinto on Monday announced a number of executive shifts within his division, according to an internal memorandum reviewed by DealBook. The moves will simplify the chains of command, as well as give bigger roles to veteran executives.

They come as Mr. Pinto assumes sole responsibility for a business he previously led with Michael Cavanagh, who announced two weeks ago that he was leaving to work for a longtime client, the Carlyle Group, a private equity firm. The departure of Mr. Cavanagh was the latest high-profile exit by a senior executive at the bank in recent years.

The moves by Mr. Pinto are meant, in part, to emphasize what insiders call a deep bench of management talent at the firm. In the memo, Mr. Pinto emphasized that the leadership of the corporate and investment bank has spent an average of 14 years at JPMorgan.

Among the most prominent changes on Monday was the naming of Carlos Hernandez, the head of JPMorgan’s investor services, as co-head of global banking alongside Jeff Urwin.

The promotion is meant to formally put two executives in charge of the three main parts of the division: investment banking, corporate banking and treasury and security services. Before Monday, Mr. Urwin oversaw investment banking while Don McCree headed the other two divisions.

But Mr. McCree, a three-decade veteran of JPMorgan, is retiring, giving both Mr. Hernandez and Mr. Urwin an opportunity to unite the disparate business lines.

The position is the latest hat that Mr. Hernandez has worn since joining what became JPMorgan in the 1980s. During his tenure, his responsibilities have included leading mergers, Latin American investment banking and global equities.

His most recent role, overseeing investor services, has included important functions like prime brokerage for hedge funds and custody services for corporate clients.

By contrast, Mr. Urwin joined the firm in early 2008 when it acquired his employer, Bear Stearns, in a bid to stabilize the failing investment bank. Since then, he has risen from co-chief of North American investment banking to the head of Asia-Pacific operations and then global head of investment banking.

Mr. Hernandez’s role as head of investor services will be filled by John Horner, a lieutenant who spent much of his career in corporate financing.

The other big change by Mr. Pinto on Monday was naming Joyce Chang, a prominent analyst covering fixed income and emerging markets, as the global head of research. She will replace Tom Schmidt, who earlier in the year had asked for the chance to play a new role â€" perhaps still within JPMorgan.

Ms. Chang, who has been named several times to American Banker’s most powerful women in finance, previously worked at Merrill Lynch and Salomon Brothers.

A number of other executives were also named to new positions, including Jeff Bosland as the head of treasury services; Guy America and Matt Cherwin as the new co-heads of global credit; and Marc Badrichani as head sales and marketing for the Americas.

Here’s the full memo from Mr. Pinto:

Message from Daniel Pinto

In an effort to streamline the CIB leadership structure, I am pleased to announce some changes to the Corporate & Investment Bank management team. These individuals will report to me, unless otherwise noted.

Banking

Carlos Hernandez will become the co-head of global Banking, alongside Jeff Urwin. Together, they will manage Corporate Banking, Treasury Services and Investment Banking worldwide. Over the past 18 months, Carlos has successfully integrated our Investor Services business, a platform that includes unique capabilities across prime services, financing and securities services. During his career at J.P. Morgan, he has led many different areas of Investment Banking, including M&A and Capital Markets. Don McCree informed us late last year of his desire to pursue opportunities outside the firm after a long and distinguished career at J.P. Morgan (click for full announcement). Over the next few months, Don will transition his responsibilities to Jeff and Carlos.

Jeff Bosland will become head of Treasury Services, reporting to Jeff and Carlos, and continue to serve on the CIB Management Committee. Jeff was recently co-head of Americas Sales & Marketing for Markets & Investor Services and previously ran Public Finance.

Markets & Investor Services

John Horner will become head of Investor Services, succeeding Carlos. In addition to overseeing the Markets & Investor Services financing businesses, John has been responsible for our liquidity and funding initiatives within the CIB, and will maintain those responsibilities.

Guy America and Matt Cherwin will become co-heads of global Credit (including Emerging Markets Credit), Securitized Products and Public Finance.

James Kenny and Troy Rohrbaugh will become co-heads of global Rates, Foreign Exchange, Commodities and Emerging Markets. As previously announced, Blythe Masters has decided to leave the firm, take some well-deserved time off and consider future opportunities. She will continue to assist the bank over the next few months to ensure a smooth transition of our physical commodities business to Mercuria (click for full announcement).

Tim Throsby will remain head of global Equities and also become chair of the CIB Technology Strategy Council.

Sales & Marketing for Markets & Investor Services

Marc Badrichani will become sole head of Sales & Marketing for the Americas, which encompasses the U.S., Latin America and Canada.

Alessandro Barnaba and Sikander Ilyas will expand their responsibilities to become co-heads of International Sales & Marketing. Previously, they co-led Sales & Marketing for the EMEA region. Filippo Gori will become head of Sales & Marketing for Asia Pacific, reporting to Alessandro and Sikander. Filippo recently relocated to Hong Kong after Damian Roche had informed us of his desire to move on to a new role. Damian will continue to transition his regional Sales & Marketing responsibilities to Filippo.

Research

Joyce Chang will become global head of Research, succeeding Tom Schmidt who, earlier this year, indicated his desire to pursue new challenges after successfully running our Research franchise for the past several years (click for full announcement).

Chief of Staff

Takis Georgakopoulos will become Chief of Staff, which includes managing the CIB Strategy Team. During his career at J.P. Morgan, Takis has served as head of Corporate Strategy, Chief Financial Officer of Global Corporate Banking and is currently head of Multinational Corporate Banking Coverage.

Please join me in congratulating these proven leaders on their new and expanded responsibilities, and wishing others the best as they pursue new chapters in their careers. The talent and experience represented throughout our CIB Management Team is underscored by the fact that its individual members have spent, on average,14 years at J.P. Morgan. Those deep partnerships, combined with our extraordinary client franchise and industry-leading businesses place us in excellent position to continue our future success.

/s/ Daniel



Laclede to Buy Energen’s Alabama Gas Utility in $1.6 Billion Deal

The Laclede Group agreed on Monday to buy Energen‘s natural gas utility in Alabama in a deal valued at about $1.6 billion, striking the biggest takeover in its history and branching out from its home in eastern Missouri.

With its purchase of the Alabama Gas Corporation, Laclede will own the biggest natural gas utility in the state. Its overall customer base will grow to 1.55 million customers from 1.13 million.

Laclede is paying $1.28 billion in cash and assuming about $320 million in debt.

Besides being the largest transaction in Laclede’s 157-year history, Monday’s takeover also marks a significant move by the gas company into the Southeast. The company said that the deal added important geographic diversity to its business, as well as a favorable regulatory regime.

The acquisition is expected to add to the Missouri company’s net economic earnings per share beginning in the 2015 fiscal year, as well as helping to support dividend payouts to investors.

“Alagasco is an excellent fit for Laclede, and allows us to leverage our combined scale, industry expertise and more than 150 years of experience to drive customer and shareholder value,” Suzanne Sitherwood, Laclede’s chief executive, said in a statement.

Meanwhile, Energen will use its after-tax proceeds, estimated at $1.1 billion, to pay down short-term debt and help it focus on developing its holdings in the Permian shale formation.

Supporting the deal is $1.35 billion in bridge financing by Credit Suisse and Wells Fargo.

The companies expect the deal to close by the end of the year, pending federal and state regulatory approval.

Laclede was advised by Moelis & Company and the law firm Akin Gump Strauss Hauer & Feld. Energen was advised by JPMorgan Chase and Bradley Arant Boult Cummings.



Mallinckrodt to Buy Questcor for $5.6 Billion

LONDON - The Irish specialty drug maker Mallinckrodt said on Monday that it would acquire Questcor Pharmaceuticals of California in a cash and stock deal valued at $5.6 billion.

The transaction is expected to expand Mallinckrodt’s offerings of specialty pharmaceuticals, namely Questcor’s primary drug Acthar, which is used to manage difficult-to-treat autoimmune and inflammatory conditions.

Under the terms of the deal, Questcor stockholders will receive $30 a share in cash and 0.897 of a Mallinckrodt share, or a total of $86.08 a share as of Friday’s closing price. The deal represents a premium of 33 percent over Questcor’s trailing 20-trading-day volume-weighted average price, Mallinckrodt said.

After the transaction, Mallinckrodt’s shareholders will own 50.5 percent of the combined company, while Questcor shareholders will own the rest.

“We believe this transaction will provide a strong and sustainable platform for future revenue and earnings growth, and provide exceptional value for shareholders of both Mallinckrodt and Questcor,” Mark C. Trudeau, the Mallinckrodt president and chief executive, said in a statement. “It will substantially increase the scale, diversification, cash flow and profitability of our business, while expanding and enhancing the breadth and depth of our specialty pharmaceutical platform.”

The transaction has been unanimously approved by the boards of directors of both companies and is expected to be completed in the third quarter of 2014. The deal is subject to shareholder and regulatory approval.

Mallinckrodt intends to use new debt and cash on hand to finance the deal.

After the closing, the combined company will be led by Mr. Trudeau, and three directors will be added to its board from Questcor, including Don M. Bailey, Questcor’s chief executive.

Questcor will function as a separate business unit within Mallinckrodt, which will continue to be based in Dublin.

“This transaction will create substantial value for our shareholders, employees, customers and patients,” Mr. Bailey said in a statement.

Acthar, Questcor’s primary product, is expected to complement Mallinckrodt’s portfolio of specialty pharmaceutical brands. Acthar, responsible for substantially all of Questcor’s revenue, generated net sales of $761.3 million in 2013, up 49.6 percent from the previous year.

For the full year, Questcor posted adjusted profit of $337 million, a 61 percent increase from 2012.

Questcor also acquired the rights from Novartis last June to develop and commercialize in the United States the drug Synacthen, which is used to treat inflamed bowels and colons.

Mallinckrodt posted revenue of $2.2 billion in 2013. It employs 5,500 people in about 70 countries.

This is the second major acquisition by Mallinckrodt in the United States this year.

In February, the company agreed to buy Cadence Pharmaceuticals, a San Diego biopharmaceutical company, for about $1.3 billion in cash.

Mallinckrodt was advised by Barclays and the law firms Arthur Cox and Wachtell, Lipton, Rosen & Katz. Questcor received financial advice from Centerview Partners and legal advice from Matheson and Latham & Watkins.



Mallinckrodt to Buy Questcor for $5.6 Billion

LONDON - The Irish specialty drug maker Mallinckrodt said on Monday that it would acquire Questcor Pharmaceuticals of California in a cash and stock deal valued at $5.6 billion.

The transaction is expected to expand Mallinckrodt’s offerings of specialty pharmaceuticals, namely Questcor’s primary drug Acthar, which is used to manage difficult-to-treat autoimmune and inflammatory conditions.

Under the terms of the deal, Questcor stockholders will receive $30 a share in cash and 0.897 of a Mallinckrodt share, or a total of $86.08 a share as of Friday’s closing price. The deal represents a premium of 33 percent over Questcor’s trailing 20-trading-day volume-weighted average price, Mallinckrodt said.

After the transaction, Mallinckrodt’s shareholders will own 50.5 percent of the combined company, while Questcor shareholders will own the rest.

“We believe this transaction will provide a strong and sustainable platform for future revenue and earnings growth, and provide exceptional value for shareholders of both Mallinckrodt and Questcor,” Mark C. Trudeau, the Mallinckrodt president and chief executive, said in a statement. “It will substantially increase the scale, diversification, cash flow and profitability of our business, while expanding and enhancing the breadth and depth of our specialty pharmaceutical platform.”

The transaction has been unanimously approved by the boards of directors of both companies and is expected to be completed in the third quarter of 2014. The deal is subject to shareholder and regulatory approval.

Mallinckrodt intends to use new debt and cash on hand to finance the deal.

After the closing, the combined company will be led by Mr. Trudeau, and three directors will be added to its board from Questcor, including Don M. Bailey, Questcor’s chief executive.

Questcor will function as a separate business unit within Mallinckrodt, which will continue to be based in Dublin.

“This transaction will create substantial value for our shareholders, employees, customers and patients,” Mr. Bailey said in a statement.

Acthar, Questcor’s primary product, is expected to complement Mallinckrodt’s portfolio of specialty pharmaceutical brands. Acthar, responsible for substantially all of Questcor’s revenue, generated net sales of $761.3 million in 2013, up 49.6 percent from the previous year.

For the full year, Questcor posted adjusted profit of $337 million, a 61 percent increase from 2012.

Questcor also acquired the rights from Novartis last June to develop and commercialize in the United States the drug Synacthen, which is used to treat inflamed bowels and colons.

Mallinckrodt posted revenue of $2.2 billion in 2013. It employs 5,500 people in about 70 countries.

This is the second major acquisition by Mallinckrodt in the United States this year.

In February, the company agreed to buy Cadence Pharmaceuticals, a San Diego biopharmaceutical company, for about $1.3 billion in cash.

Mallinckrodt was advised by Barclays and the law firms Arthur Cox and Wachtell, Lipton, Rosen & Katz. Questcor received financial advice from Centerview Partners and legal advice from Matheson and Latham & Watkins.



Laclede to Buy Energen’s Alabama Gas Utility in $1.6 Billion Deal

The Laclede Group agreed on Monday to buy Energen‘s natural gas utility in Alabama in a deal valued at about $1.6 billion, striking the biggest takeover in its history and branching out from its home in eastern Missouri.

With its purchase of the Alabama Gas Corporation, Laclede will own the biggest natural gas utility in the state. Its overall customer base will grow to 1.55 million customers from 1.13 million.

Laclede is paying $1.28 billion in cash and assuming about $320 million in debt.

Besides being the largest transaction in Laclede’s 157-year history, Monday’s takeover also marks a significant move by the gas company into the Southeast. The company said that the deal added important geographic diversity to its business, as well as a favorable regulatory regime.

The acquisition is expected to add to the Missouri company’s net economic earnings per share beginning in the 2015 fiscal year, as well as helping to support dividend payouts to investors.

“Alagasco is an excellent fit for Laclede, and allows us to leverage our combined scale, industry expertise and more than 150 years of experience to drive customer and shareholder value,” Suzanne Sitherwood, Laclede’s chief executive, said in a statement.

Meanwhile, Energen will use its after-tax proceeds, estimated at $1.1 billion, to pay down short-term debt and help it focus on developing its holdings in the Permian shale formation.

Supporting the deal is $1.35 billion in bridge financing by Credit Suisse and Wells Fargo.

The companies expect the deal to close by the end of the year, pending federal and state regulatory approval.

Laclede was advised by Moelis & Company and the law firm Akin Gump Strauss Hauer & Feld. Energen was advised by JPMorgan Chase and Bradley Arant Boult Cummings.



Morning Agenda: Credit Suisse’s Growing Headache

“After years of false starts and stops, the Justice Department is nearing the end of an investigation into the role Credit Suisse played in hiding American wealth offshore. But at the same time, a new investigation is beginning, threatening to entangle the giant Swiss bank for even longer,” Ben Protess and Alexandra Stevenson write in DealBook.

The biggest danger to Credit Suisse, suspected of sheltering billions of dollars for American clients who evaded taxes, comes from federal prosecutors. The Justice Department has considered a so-called deferred-prosecution agreement that would suspend any indictment in exchange for a large cash penalty and other concessions, but it is also pushing for a guilty plea from a Credit Suisse subsidiary, people briefed on the case said. The outcome depends on settlement talks in the coming weeks and will most likely strike a blow at overseas tax shelters.

Just as the criminal inquiry is drawing to a close in Washington, a civil investigation has started from scratch in New York. Benjamin M. Lawsky, New York State’s top financial regulator, has requested documents from Credit Suisse and is expected to demand additional records this week, two people briefed on the case said. Mr. Lawsky will examine whether the bank lied to New York authorities about engineering tax shelters. The escalating Credit Suisse inquiry, along with some recent shifts in international law, might provide momentum to the government’s uneven effort to collect taxes and punish the banks involved.

BLACKROCK’S SUCCESSION PLANS TAKE SHAPE  |  BlackRock, the world’s largest asset manager, announced a number of executive moves on Sunday aimed at grooming potential successors to its founder and leader, Laurence D. Fink. Mr. Fink, one of the most influential and respected players on Wall Street, is not expected to step down anytime soon, but planning for his departure is nonetheless an important issue for the company, Michael J. de la Merced writes in DealBook.

Charles S. Hallac, one of BlackRock’s first employees and the creator of the company’s Aladdin trade management system, was promoted to co-president, according to an internal memorandum. He will serve in that role alongside Robert S. Kapito, a BlackRock founder and the man most likely to take over the firm should Mr. Fink step down in the near term. Succeeding Mr. Hallac as chief operating officer is Robert Goldstein, the current head of BlackRock’s institutional client business.

CEMENT GIANTS AGREE TO MERGE  |  Holcim and Lafarge, the world’s two biggest cement companies, said on Monday that they had agreed to a merger to help them better adapt to competition on the global stage, David Jolly writes in DealBook. Holcim, which is based near Zurich, and Lafarge, based in Paris, are among the world’s biggest suppliers of cement and related products like stone, gravel and sand. The new company will be called LafargeHolcim.

The companies had combined revenue of about $44 billion last year and adjusted pretax income of about $8.9 billion. They have a combined work force of about 135,000 employees. The merger is projected to close in the first half of 2015 and is subject to shareholder approval. Perhaps more important, it must pass muster with the antitrust authorities in numerous jurisdictions around the world.

ON THE AGENDA  |  The consumer credit report for February is released at 3 p.m. James Bullard, the president of the St. Louis Fed, gives a speech on monetary policy at 11:45 a.m. The N.C.A.A. men’s basketball tournament national championship game is on CBS at 9 p.m. SAC Capital Advisors rechristens itself Point72 Asset Management and becomes a family office.

INDIA’S BIG PHARMA DEAL  |  Sun Pharmaceutical Industries of India said on Sunday that it would pay about $4 billion in stock for Ranbaxy Laboratories, a smaller Indian rival, David Gelles writes in DealBook. The combined company will be the largest pharmaceutical maker in India and the fifth-largest specialty generic drug maker in the world. Annual revenue is estimated to surpass $4.2 billion.

Ranbaxy shareholders will receive 0.8 of a Sun Pharmaceutical share for each of their Ranbaxy shares, representing an 18 percent premium over Ranbaxy’s 30-day volume-weighted average share price. At Friday’s closing price, that values the deal at about 457.5 rupees a share, or $7.64.

 

Mergers & Acquisitions »

Alfa Laval in $2.17 Billion Deal for Norwegian Pump Maker  |  Alfa Laval of Sweden expects the acquisition of Frank Mohn to enhance its product offerings for the marine and offshore oil and natural gas sectors. DealBook »

Roche Group to Acquire Testing Equipment Maker For $450 Million  |  The Swiss drug maker Roche will initially pay $275 million for the privately held IQuum of Massachusetts, and up to an additional $175 million if the company reaches certain product milestones. DealBook »

Diamond’s New Venture Agrees to Second African Investment  |  Atlas Mara Co-Nvest, backed by Robert E. Diamond Jr., a former Barclays chief executive, has signed a nonbinding memorandum of understanding to privatize the commercial arm of the state-owned Development Bank of Rwanda. DealBook »

Vivendi Chooses to Sell Mobile Phone Unit to Altice, Ending Noisy Bidding WarVivendi Chooses to Sell Mobile Phone Unit to Altice, Ending Noisy Bidding War  |  The French media conglomerate Vivendi said it would sell SFR to Altice in a deal worth as much as about $23 billion. DealBook »

Altice to Expand Numericable Stake Before SFR Merger  |  The share purchase is an important step in Altice’s plans to merge SFR, Vivendi’s mobile business, with Numericable as part of the deal. DealBook »

Questions for Comcast as It Looks to Grow  |  As Comcast prepares to defend its proposed merger with Time Warner Cable at a Senate hearing this week, some obvious questions beg answers, David Carr writes in the Media Equation column. NEW YORK TIMES

Apple’s Deep Pockets: What $159 Billion Could Do  |  Apple has a problem that anyone would like to have, Nick Bilton writes in the Bits blog: what to do with a vast amount of cash. NEW YORK TIMES BITS

The Oracle of Omaha, Lately Looking a Bit Ordinary  |  Warren E. Buffett’s 49-year market record is stellar. Just don’t count the last five, Jeff Sommer writes in the Strategies column. NEW YORK TIMES

INVESTMENT BANKING »

Moelis & Co. Seeks More Than $211 Million in I.P.O.Moelis & Co. Seeks More Than $211 Million in I.P.O.  |  Moelis & Company said in a revised prospectus that it planned to price its stock sale at $26 to $29 a share. At the midpoint of that range, the company would be valued at about $1.4 billion. DealBook »

At Moelis & Co., Founder Will Have 97% of VotesAt Moelis & Co., Founder Will Have 97% of Votes  |  The company acknowledged how reliant it was on Kenneth D. Moelis, but a corporate governance expert said a structure that allowed cashing out yet keeping control was like “having your cake and eating it, too.” DealBook »

Three Star Deal Makers Going Separate WaysThree Star Deal Makers Going Separate Ways  |  Less than a year after joining forces, three star deal makers in London are going their separate ways, but are expected to continue to work together in the future. DealBook »

Time to Reduce Repo Run RiskTime to Reduce Repo Run Risk  |  Banks remain dangerously interconnected and vulnerable to sudden runs because of their dependence on short-term, often overnight borrowing through the multitrillion-dollar market for repurchase agreements, or repos. But Dodd-Frank contains many tools that regulators can use to reduce risk, Jennifer Taub writes in the Another View column. DealBook »

PRIVATE EQUITY »

Former Kaplan Chief Assembling a Digital Learning Company  |  Jonathan Grayer, the chief of Weld North, has acquired two digital learning businesses that will help the company expand into school management and teaching English as a second language. DealBook »

Blackstone to Buy Industrial Manufacturer for $5.4 BillionBlackstone to Buy Industrial Manufacturer for $5.4 Billion  |  The leveraged buyout of the Gates Corporation, announced on Friday afternoon, is Blackstone’s biggest since 2007, when it bought Hilton Worldwide Holdings for $26 billion. DealBook »

Brazilian Firm Magnifies Focus on Distressed Debt  |  The investment firm Jive Investments Holding, which acquired some of Lehman Brothers’ Brazilian assets in 2010, is raising a new $100 million distressed debt fund focused on nonperforming corporate loans. DealBook »

HEDGE FUNDS »

Activists Seen as Possibly Circling SymantecActivists Seen as Possibly Circling Symantec  |  Symantec, the enterprise technology company, is close to hiring JPMorgan Chase to help it mount a defense against activist investors, people briefed on the matter say. DealBook »

Hedge Fund Advertising Off to a Slow Start, Survey Finds  |  Only a fraction of hedge funds and private equity firms have even registered under a new statute that gives them the ability to broadly solicit capital. DealBook »

Loeb Steps Up Pressure on Sotheby’s BoardLoeb Steps Up Pressure on Sotheby’s Board  |  Daniel S. Loeb fired his latest salvo at Sotheby’s on Friday, calling on shareholders to overthrow the auction house’s “lackadaisical” board. DealBook »

I.P.O./OFFERINGS »

Gravity Hits Highflying Tech StocksGravity Hits Highflying Tech Stocks  |  A turnaround for highflying tech and biotech stocks like Tesla, NXP Semiconductor and Alexion signals a potential shift that the time to chase eye-popping growth may be over. DealBook »

Weibo Seeks to Raise More Than $380 Million in I.P.O.Weibo Seeks to Raise More Than $380 Million in I.P.O.  |  Weibo, China’s Twitter-like microblogging services, says it hopes to price its sale of 20 million American depositary shares at $17 to $19 each. DealBook »

GrubHub Soars in Market Debut; Other New Listings Rise, Too  |  Shares of GrubHub opened at $40, rising nearly 54 percent above the I.P.O. price. Others, including IMS Health and Opower, also enjoyed a pop in their first trades. DEALBOOK

VENTURE CAPITAL »

Technology’s Man Problem  |  Crude apps, patronizing behavior. For some, “bro” culture offers one explanation for why there are so few women in tech, The New York Times writes. NEW YORK TIMES

Vox Introduces New Blend of Journalism and Tech  |  The new site, led by Ezra Klein, the founder of Wonkblog, features a next-generation content management tool that greatly enhances digital storytelling, The New York Times writes. NEW YORK TIMES

Personality and Change Inflamed Mozilla Crisis  |  The issues troubling Mozilla, a highly unusual tech titan, run deeper than the firestorm that led to the departure of its chief, Brendan Eich, after only two weeks, The New York Times writes. NEW YORK TIMES

My Bitcoin Befuddlement  |  A virtual currency might look more appealing if a potential investor could just fathom how it worked, John Schwartz writes in The New York Times. NEW YORK TIMES

Protesters Take Aim at Google Ventures Partner  |  Protesters on Sunday targeted the San Francisco home of Kevin Rose, a Google Ventures partner, as anti-tech sentiment continues to rise in the area, ReCode reports. RECODE

LEGAL/REGULATORY »

‘Reverse Auctions’ Draw Scrutiny  |  Supporters say FedBid and similar companies encourage competition, but critics say they prompt businesses to submit unrealistically low bids to shut out rivals, The New York Times reports. NEW YORK TIMES

Weil Hires Senior Goldman Bankruptcy Specialist for London Office  |  Weil plans to announce on Monday that it has hired Andrew Wilkinson as the newest member of the firm’s corporate restructuring and bankruptcy practice, serving as a partner in the London office. DealBook »

Another High-Speed Trading InvestigationAnother High-Speed Trading Investigation  |  The list of federal and state agencies investigating the practice of high-frequency trading continues to grow, with Attorney General Eric H. Holder telling a House panel on Friday that the Justice Department had its own inquiry. DealBook »

Investors Return to Anadarko After Record $5.1 Billion SettlementInvestors Return to Anadarko After Record $5.1 Billion Settlement  |  The settlement, covering years of environmental claims, was at the low end of a court-defined range and ends a messy legal wrangle for Anadarko and its Kerr-McGee subsidiary, Kevin Allison of Reuters Breakingviews writes. DealBook »

The Wallet as Ethics Enforcer  |  Take back executives’ bonuses? It’s not likely to happen at General Motors, or at many other companies, under current rules, Gretchen Morgenson writes in the Fair Game column. NEW YORK TIMES

Hiring Rises, but Number of Jobless Stays High  |  Better weather encouraged employers to begin hiring workers more aggressively in March, adding 192,000 to payrolls. The jobless rate, however, remained flat at 6.7 percent, The New York Times writes. NEW YORK TIMES