Reuters - Fugro secures amendment of credit agreements

Dec 31 (Reuters) - Fugro NV

* Secures amendment of credit agreements

* Reached agreement with its lenders on a temporary adjustment of two financial covenants and on related definitions

* This provides company with additional headroom under these covenants

* Agreement signals continued support of Fugro's lenders for co and its initiatives to restore margins, delever balance sheet and improve return on capital employed.

* Agreed temporary amendments to net leverage and fixed charge covenants contained in its EUR 775 million revolving credit facilities

>>> Fosun to acquire Meadowbrook Insurance Group for approximately USD 433m

Fosun to acquire Meadowbrook Insurance Group for approximately USD 433m ( +21.3% Premium )

Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, "Fosun") and Meadowbrook Insurance Group, Inc. (NYSE: MIG) ("Meadowbrook"), today announced that they have entered into a definitive agreement under which Fosun will acquire Meadowbrook for USD 8.65 per share in cash, representing an aggregate transaction value of approximately USD 433m.

The transaction follows a thorough review of strategic alternatives by the Meadowbrook board of directors and represents a 24% premium over Meadowbrook's closing price on December 29, 2014 and a premium of 39% to Meadowbrook's three-month average closing price for the period ending December 29, 2014. The transaction also represents a multiple of approximately 1.04x Meadowbrook's tangible book value per share as of September 30, 2014.

Fosun is a leading investment group headquartered in Shanghai, China with over USD 50bn in total assets and operations around the world. The acquisition of Meadowbrook will enable Fosun to establish a significant presence in the U.S. P&C market. Currently, Fosun has more than one third of its total assets invested in insurance businesses around the world, including investments in Yong'an P&C Insurance, Pramerica Fosun Life Insurance and Peak Reinsurance, as well as Fidelidade Group, Portugal's largest insurance company. Fosun's most recent investment in the insurance sector was an acquisition of a 20% equity interest in Ironshore Inc. in August 2014.

Guo Guangchang, Chairman of Fosun, said, "This transaction allows Fosun to establish a presence in the important U.S. P&C market, consistent with our strategy of expanding our core insurance business. Meadowbrook has a talented employee base, comprehensive offering of high-quality specialty insurance products, robust distribution network and a strong commitment to meeting the evolving needs of its policyholders. The transaction represents another milestone for Fosun and will enable Fosun to further strengthen its insurance-oriented comprehensive financial capabilities."

Robert S. Cubbin, President and Chief Executive Officer of Meadowbrook, said, "Combining with Fosun further strengthens our capital base as we continue to focus on supporting the needs of our customers, partners and policyholders, improving our underwriting performance and driving profitability."

Mr. Cubbin continued, "This transaction is the culmination of a thorough strategic review process to maximize shareholder value. We believe this is a positive outcome for our shareholders, who will receive significant value; our employees, who will benefit from enhanced opportunities as part of a larger, global organization; and our customers, partners and policyholders, who will benefit from an even stronger specialty risk, insurance and service provider."

The transaction has been unanimously approved by all of the directors of the Meadowbrook board of directors present at the meeting and has been unanimously approved by the Fosun board of directors. Following the closing of the transaction, which is expected in the second half of 2015, Meadowbrook will continue to maintain its headquarters in Southfield, Michigan and will operate under the Meadowbrook brand name. The transaction is subject to the approval of Meadowbrook's shareholders as well as regulatory approvals and the satisfaction of other specified closing conditions.

KPMG, Towers Watson Delaware and PricewaterhouseCoopers are acting as advisors of finance, actuary and tax, respectively, to Fosun. DLA Piper LLP is acting as legal advisor to Fosun. Willis Capital Markets & Advisory is acting as exclusive financial advisor and Sidley Austin LLP is acting as legal counsel to Meadowbrook in connection with the transaction.

>>> What to look at today - 31st od December 2014

US Market closed on a weaker note but in weak volume (525mil shares), cyclical sectors were responsible for the bulk of the weakness as three of six growth-sensitive groups settled in-line with or behind the broader market while the utilities sector (-2.1%) was the only laggard on the countercyclical side (narrow its 2014 gain to 26.6%). Energy finished also lower (-0.6%) following early weakness on crude on a volatile session...Oil service stock Civeo (CVEO) -52.6% after cutting its guidance for next year...VIX @ 15.92 +5.71%...After Hours MIG +14.3% to be acquired by Fosun for $8.65/share +21.3% Premium...JPST +20.6% to be bought by HNH for $10 in cash and share (+34% Premium)...Trading conditions are particularly light in the final session of 2014. In Japan, Nikkei225 was already closed for holidays after registering its 3rd consecutive year of gains, while Korea was also closed and Australia was out early. A press report out of Japan speculated the govt issuance of JGBs in FY15 would fall to ¥37T, below ¥41.3T budgeted for this year and below ¥40T for the first time in 6 years. Shanghai Composite was an outperformer in the early going and only added to its gains in the afternoon session with a near 2% rally retesting the 3,200 level. China HSBC final manufacturing PMI for December confirmed the first contraction in 7 months but also fared a 0.1pt better than expected...HSBC economist Qu remarked that price contraction deepened, and coupled with weaker economic activity, stronger disinflationary pressures warrant further monetary easing in the coming months. Separately, a Chinese press report reiterated 2015 GDP target could be formally set at 7% and 2016 below 7%. In the property space, a research note out of China Academy of Social Sciences (CASS) forecasted 2015 property price decline of another 5%...CSR, CNR to merge : CSR 1766 HK +32.3%, CNR 6199 HK +45.2% ...Nikkei Close...Hang Seng +0.44%...Shanghai +2.06%

RUB $56.02 RUB €69.41 WTI $53.60 Brent $57.18

EUR$ 1.2152 S&P +0.17%

YTD Perf in local Curr: 
DOW +8.48% SPX +12.55% Nasdaq +14.39% Nikkei +7.12% Hang Seng +1.28% Shanghai +53% EuroStoxx +0.87% CAC -1.17% DAX +2.65% IBEX +3.66% FTSE MIB +0.23% AEX +4.93% SMI +9.51% FTSE -2.99% Bovespa -2.91%

Macro :
- HSBC China Dec. Manufacturing PMI 49.6; Est. 49.5
- S&P Takes Various Rating Actions on Russian Corporates
- Greece State Financing Covered Until Around March 20, FD Says

Keep an eye on :
- AC FP : ITaly chain UNA gets offers from Potential Buyers, Starwood offered €200m, offers also made by NHH & AC
- STS IM : Italy’s FSI Fund Could Have Role in Ansaldo Deals: Corriere
- POP SM : Banco Popular to Convert Mandatory Convertibles at EU4.31/Shr
- BP/ LN : BP Said to Examine Its Own Foreign-Exchange Trading: WSJ
- BPTY LN : Bwin.Party Sees 2014 Rev. EU608m-EU612m
- BRISA PL : Brisa Plans to Invest About EU55m in Highway Network in 2015
- CBK GY : Commerzbank CEO Excludes Negative Rates for Private Clients: BZ
- EDP PL : EDP Agrees to Sell 50% Stake in EDP Asia Unit
- EZJ LN : EasyJet to Cancel 138 Flights To, From France On Dec. 31, Jan. 1
- FLO FP : Groupe Flo Plans Asset Sales, CEO Tells Le Figaro
- FUR NA : Fugro Secures Credit Agreements’ Amendment; Sees More ‘Headroom’
- KPN NA : KPN Sues Samsung in U.S. After Patent Licensing Talks Fail
- MRL SM : Merlin Properties Raises EU940m Loan Backed by Its Assets
- SAP GY : SAP BEO Endorses Single EU Digital Market, Boersen Zeitung Says
- SPM IM : Saipem Received Notice South Stream Project Still Suspended
- TRN IM : Terna May Buy Ferrovie Dello Stato’s Electricity Network

>>> Asian Update

Asian Mid-session Update: China HSBC final Manufacturing PMI confirms first contraction in 7 months


***Economic Data***
- (CN) CHINA DEC FINAL HSBC MANUFACTURING PMI: 49.6 V 49.5E (first contraction in 7 months)
- (AU) AUSTRALIA NOV PRIVATE SECTOR CREDIT M/M: 0.5% V 0.5%E; Y/Y: 5.9% (5-year high) V 5.9%E
- (KR) SOUTH KOREA DEC CPI M/M: 0.0% (first non-negative print in 4 months) V 0.0%E; Y/Y: 0.8% (lowest since Oct 2013) V 0.9%E; CPI CORE Y/Y: 1.6% V 1.6%E
- (SG) SINGAPORE NOV BANK LOANS AND ADVANCES: 7.5% V 9.0% PRIOR
- (SG) SINGAPORE NOV M1 Y/Y: 4.6% V 4.0% PRIOR; M2 Y/Y: 2.5% V 2.0% PRIOR

***Index Snapshot (as of 03:30 GMT)***
- Nikkei225 closed, S&P/ASX -0.1%, Kospi closed, Shanghai Composite +0.7%, Hang Seng +0.2%, Mar S&P500 +0.1% at 2,078

***Commodities/Fixed Income***
- Feb gold +0.1% at $1,201, Feb crude oil -0.6% at $53.80/brl, Mar Copper flat at $2.85/lb
- GLD: SPDR Gold Trust ETF daily holdings fall 1.5 tonnes to 712.3 tonnes; Lowest level since Sept 2008
- (US) API PETROLEUM INVENTORIES: CRUDE: +0.76M (smallest build in 4 weeks) v -0.5Me, GASOLINE: +1.7M v +1.5Me, DISTILLATE: +0.31M v +1.5Me

***Market Focal Points/Key Themes/FX***
- Trading conditions are particularly light in the final session of 2014. In Japan, Nikkei225 was already closed for holidays after registering its 3rd consecutive year of gains, while Korea was also closed and Australia was out early. A press report out of Japan speculated the govt issuance of JGBs in FY15 would fall to ¥37T, below ¥41.3T budgeted for this year and below ¥40T for the first time in 6 years. In Korea, central bank Gov Lee pledged to keep monetary policy accommodative in 2015, even as Fin Min Choi forecasted next year's economic performance to improve due to lower oil price and govt policies. Australia put out its November private sector lending, showing a 5-year high rate of increase y/y at 5.9%. Housing credit growth was particularly impressive, rising another 0.6% on the month, while personal and business credit components both rose 0.2%.

- Shanghai Composite was an outperformer in the early going and only added to its gains in the afternoon session with a near 2% rally retesting the 3,200 level. China HSBC final manufacturing PMI for December confirmed the first contraction in 7 months but also fared a 0.1pt better than expected, supporting the mainland index while also boosting AUD/USD to session high above 0.82. HSBC economist Qu remarked that price contraction deepened, and coupled with weaker economic activity, stronger disinflationary pressures warrant further monetary easing in the coming months. Separately, a Chinese press report reiterated 2015 GDP target could be formally set at 7% and 2016 below 7%. In the property space, a research note out of China Academy of Social Sciences (CASS) forecasted 2015 property price decline of another 5%.

***Equities***
US markets:
- NRX: Announces Positive Results for QT Study of Pyridorin; +118.3% afterhours
- MIG: Fosun to Acquire Meadowbrook Insurance Group for $433M; +18.5% afterhours
- HNH: Submits proposal to acquire JPS Industries (ticker: JPST) For $10.00/shr in cash; +1.4% afterhours

Notable movers by sector:
- Industrials: CSR 1766.HK +29.3%, CNR 6199.HK +42.8% (CSR, CNR to merge; resume trading)

>>> After Hours Summary: MDXG +6.0% following earnings/guidance

After Hours Summary: MDXG +6.0% following earnings/guidance

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings: MDXG +6.0%

Companies trading higher in after hours in reaction to news: NRX +82.8% (announced positive results from a thorough QT/QTc cardiac safety study on Pyridorin), JPST +20.6% (Handy & Harman (HNH) submited proposal to acquire the company for $10.00 per share in cash), MIG +14.3% (to be acquired by Fosun International for $8.65 per share in cash), MDXG +6.0% (co issued comments on recent FDA draft guidance on minimal manipulation of HCT/Ps; co also said it expects to exceed Q4 and FY14 rev guidance), AQXP +3.9% (announced initiation of dosing in a Phase 2 clinical trial of AQX-1125 for the treatment of atopic dermatitis), USAT +1.3% (co and and Coca-Cola Refreshments have resolved their outstanding billing dispute; USA Technologies to continue as authorized supplier to the Coca-Cola system)

After Hours Losers:

Companies trading lower in after hours in reaction to news: ONVO -3.0% (filed for Controlled Equity Offering Sales Agreement with Cantor Fitzgerald for sale of up to $33 mln of common stock), GSAT -2.5% (filed for ~12.37 mln share common stock offering by selling shareholders), 

>>> US Close Dow-0,31% S&P-0,49% Nasdaq -0,61%

Closing Market Summary: Stocks Retreat Amid Light Volume

The stock market ended the Tuesday session on a broadly lower note. The Nasdaq Composite (-0.6%) was the weakest performer among the major averages while the S&P 500 (-0.5%) ended a bit ahead of the tech-heavy index.

Equities began the day in negative territory and remained below their flat lines until the close. However, participation was very limited with just 525 million shares changing hands at the NYSE floor. The light activity was also reflected by narrow trading ranges with the S&P 500 bounded between 2,080 and 2,084 for most of the session.

Overall, cyclical sectors were responsible for the bulk of the weakness as three of six growth-sensitive groups settled in-line with or behind the broader market while the utilities sector (-2.1%) was the only laggard on the countercyclical side.

The utilities sector spent the entire session at the bottom of the leaderboard to narrow its 2014 gain to 26.6%. Despite today's retreat, the rate-sensitive group remains on track to finish the year ahead of the other nine sectors while health care, which has spiked 24.5% in 2014, is all but sure to finish the year in the second place.

Similar to utilities, the energy sector (-0.6%) slumped out of the gate amid early weakness in crude oil, which endured a volatile session. The energy component faced selling pressure overnight, but was able to climb into the green this morning, ending higher by 0.8% at $54.10/bbl. Today's uptick in the price of crude could not prevent oil services provider Civeo (CVEO 3.92, -4.35) from slashing its guidance for next year, which caused the stock to plunge 52.6%.

Elsewhere, other influential sectors like industrials (-0.5%) and technology (-0.7%) kept the market under pressure while consumer discretionary (-0.4%), financials (-0.1%), and health care (-0.4%) displayed relative strength.

For the most part, the health care sector withstood weakness in the biotech group that pressured the iShares Nasdaq Biotechnology ETF (IBB 304.62, -3.39) lower by 1.1%. This in turn contributed to the underperformance of the Nasdaq Composite.

Treasuries notched their highs shortly after the opening bell before retreating throughout the day. The 10-yr yield slipped one basis point to 2.19%.

Economic data was limited to Consumer Confidence and Case-Shiller 20-City Index:

* The Conference Board's Consumer Confidence Index increased to 92.6 in December from an upwardly revised 91.0 (from 88.7) while the consensus expected an increase to 94.4 

* Over the last month, gasoline prices dropped to their lowest point in more than five years, equity markets have reached historic highs, and the employment situation improved notably, but the December reading came in below the 94.1 that was recorded in October 

* The Case-Shiller 20-city Home Price Index for October rose 4.5% against a 4.4% increase expected by the Briefing.com consensus 

* The prior month's reading was revised down to 4.8% from 4.9% 

Tomorrow, weekly MBA Mortgage Index will be released at 7:00 ET while Initial Claims will be reported at 8:30 ET (consensus 290K). The Chicago PMI report for December (consensus 60.0) will cross the wires at 9:45 ET while the Pending Home Sales report for November (expected 0.8%) will be released at 10:00 ET.

* Nasdaq Composite +14.4% YTD  * S&P 500 +12.6% YTD  * Dow Jones Industrial Average +8.5% YTD  * Russell 2000 +4.1% YTD

>>> Eni stake sale by Italian government on hold due to market conditions (trans

Eni stake sale by Italian government on hold due to market conditions

The Italian government is to put on hold the sale of a stake in listed Italian petroleum group, Italian-language daily Milano Finanza reported.

The report cited Prime Minister Matteo Renzi who said that the sale of a stake with the present market conditions would not give a sufficient return.

As previously, the Italian government is looking to sell a 4-4.5% stake in Eni through a share placement.

Eni has a market cap of EUR 52.1bn


Source Milano Finanza daily edition

(BFW) Emerging-Markets Portfolio Outflows Biggest Since June 2013: IIF

Emerging-Markets Portfolio Outflows Biggest Since June 2013: IIF
2014-12-30 16:18:51.286 GMT


By Scott Lanman
(Bloomberg) -- Outflows estimated at $11.5b in Dec.,
Institute of International Finance says in monthly report.
* Debt outflows at $7.8b, equity outflows at $3.7b
* First month of net outflows after 17 months of inflows
* Emerging Europe most affected, followed by Africa/Middle
East and Latin America; flows to Emerging Asia were
“slightly positive on net”
* “Investor sentiment towards emerging markets appears to
have taken a significant turn for the worse in the last few
weeks,” IIF economist Robin Koepke says
* Outflows may reflect higher risk aversion amid Russian
currency crisis, oil-price drop: Koepke
* June 2013 outflows reflected “Taper Tantrum”

For Related News and Information:
First Word scrolling panel: FIRST<GO>
First Word newswire: NH BFW<GO>

To contact the reporter on this story:
Scott Lanman in Washington at +1-202-654-4379 or
slanman@bloomberg.net
To contact the editor responsible for this story:
Chris Wellisz at +1-202-624-1862 or
cwellisz@bloomberg.net

>>> Sotogrande takeover offer from Cerberus and Orion Capital declared admissibl

Sotogrande takeover offer from Cerberus and Orion Capital declared admissible by securities regulator

The Spanish securities market regulator CNMV has declared admissible the takeover offer presented by the investment funds Cerberus and Orion Capital, via their vehicle Sotogrande Luxco, for NH Hoteles' property company Sotogrande. According to the regulatory filing on 29 December, the CNMV will process the offer and other documents filed on 19 December and 22 December.

The admission to process the offer does not imply that the offer or its terms have been authorised.

As per the relevant fact announcement dated 10 December, NH Hoteles is selling all its 43.5m shares Sotogrande representing a 96.997% stake in the Spanish property business. Sotogrande Luxco has offered EUR 4.47 per Sotogrande share.

RTR- Benettons ready halve World Duty Free stake to lure partner

Benettons ready halve World Duty Free stake to lure partner
Dec 30 (Reuters) - Italy's Benetton family is ready to halve its 50 percent stake in World Duty Free to make the travel retailer more attractive to a potential partner in the industry, two sources close to the matter said.

A merger with a rival company would help the world's second-largest travel retailer cope with the rising costs of airport concessions, which is set to hit its profitability in Spain. A merger would also give the retailer more bargaining power in dealing with suppliers.

Analysts also said a diluted stake in World Duty Free (WDF) would be easier to manage for the Benettons as the family prepares to hand over to a large number of heirs a business empire ranging from motorway concessions to the eponymous clothing retailer.

World Duty Free, which expects sales of between 2.38 billion and 2.43 billion euros ($2.89-$2.95 billion) this year, up around 15 percent from 2013, runs shops in some of Europe's busiest airports including Heathrow and Gatwick in London.

The Benettons, who control WDF through their Edizione Holding vehicle, spun off the airport business from caterer Autogrill in October last year paving the way for a possible tie-up.

The family is now willing to give up control, the sources said.

"The Benettons are not against diluting their stake under 30 percent," a source with knowledge of the family thinking said. The source added the family would be happy with a 15-20 percent stake in a well-managed, larger group.

WDF had no comment.

WDF's portfolio of airport concessions has an average length of nine years, longer than rivals, thanks to its ability to negotiate an extension of the contracts ahead of their expiry.

The group reaps 60 percent of its core profits from its British business, which has emerged unscathed from the euro zone crisis.

However, its Spanish business is under pressure because of the rents it pays for airport shops are set to rise significantly next year due to a specific term in its contract.

At the end of September, WDF had net debt of four times its cash core earnings, higher than market leader Dufry's 3.3 percent level.

WDF is set to approve by mid-January a three-year budget as it seeks to turn around its Spanish business, make its U.S. operations more profitable and reduce any overlap between its British and Spanish business.

"Once the multi-year budget is approved, the group will focus on searching for an industrial partner," the source close the family said.

WDF's newly appointed Chief Executive Eugenio Andrades has pledged to look at alliances in the sector.

WDF has had contacts with some rivals, including Dufry which last year bought smaller rival Nuance, the second source said.

South Korea's Lotte Duty Free has also looked at WDF, according to press reports.

But finding a partner could take some time and valuation could be a hurdle.

"The Benettons think WDF is worth nearly 3 billion euros based on the discounted cash flow method," the source close to the family said.

WDF is valued at around 2 billion euros at current market prices.