>>> US Risk arb Update AUXL, CFN, CNQR, CPWR, GFIG, TRW, CHTR, BHI, PETM, X

Today’s Events
AUXL/ENDP HSR Expires
CFN/BDX HSR Expires
CNQR S/H Vote 11am PT
CPWR/Thoma Bravo HSR (refiled) expires
GFIG/BGCP T-O expires
IRF/IFX GR Korea FTC Expires (per BB)
POM/EXC DC PSC Settlement Conference
PSMI S/H VOTE - 10:00am PT
TRW S/H VOTE - 10:00am ET
TWC/CMCSA, DTV/T REPLIES TO RESPONSES TO APPEALS COURT RULING DUE
EPS/Conference Presentations
* ADS @ CITI FINANCIAL CONFERENCE - 2:45pm ET; http:/www.veracast.com/webcasts/citigroup/fintech2014/28110132367.cfm
or www.alliancedata.com
* ATK/ORB 4:30pm ET; 719.457.0820 ID# 3072897 - http://ir.atk.com/phoenix.zhtml?c=118594&p=irol-audioarchives
* PETM 3Q15 EPS CALL - 10:00am EST - 866.206.6154 / 703.639.1107, ID #1646625 or petm.com
* SAP Presented MS European Tech Conference 4:40am; DB Depositary Receipts Virtual Tech Conference 1pm et
http://www.sap.com/corporate-en/about/investors/events/calendar.html (link to MS webcast earlier/DB presentation later today)

* PETM NY Times Dealbook: KKR and Clayton, Dublier said to plan joint bid

* FDO NY Post reports FTC may require DG to divest more than 4000 stores.
Getting the FTC to change its mind on what retailers are its biggest rivals could take as long as six months — but rival Dollar Tree, the No. 3 chain in the sector, wants a vote on its proposed Family Dollar merger by Dec. 31, according to insiders.
Without the time to fully explain its case in Washington, Dollar General could be forced to either raise its bid, throw in the towel on the merger — or live with the added number of divestitures, according to sources close to the situation…
Regulators have been pressuring Dollar Tree, telling the chain it will have to sell a “substantial” number of stores to gain approval, two sources close to the situation said. Dollar Tree had believed it might not have to sell any stores.
Dollar Tree plans to accept the FTC remedy instead of giving regulators more information, which would take them more time to review, sources said.

* XWES/EnerNoc Offer to Purchase $5.50p/s commenced, expires 1/2/15 (NYT )


* BHI/HAL from HAL employee town hall
Jeff Miller
0:18:23.0 Yes. The question was around regulatory approval for the transaction. We are—we wouldn’t have done the deal if we didn’t believe, if we weren’t clear, that there was a path to approving the transaction. We’ve contracted simply the very best antitrust counsel in the marketplace, Sean Boland with Baker Botts. He’s been a part of many big transactions in our industry over the past probably fifteen years. Take that and let’s add to that counsel for Baker Hughes. Again, highly reputable, well-known counsel. They’ve met, looked at the roadmap and the path. We believe it’s very, very doable. If we didn’t believe that, we wouldn’t be standing here now. Maybe one more comment, because you see the numbers in the press release around $7.5 billion and a break-up fee of $3.5 billion. I think it’s important to put those in the context of what they really are. Those are really part of a negotiation. Those are not what we believe. We
have to negotiate some parameters, so we threw out very large parameters in an effort to make sure that we got to the finish line. We have absolutely no expectation that we divest anything like $7.5 billion. In fact, $7.5 billion is fifteen times more than the largest government-required divestiture in history, so I feel very comfortable that we’re going to be inside of that. But we were so confident in the value of this transaction that it was worth it to put the numbers out to make sure we got to the finish line.