>>> Apple beats by $0.05, misses on revs; guides Q4 revs below consensus, gross

Apple beats by $0.05, misses on revs; guides Q4 revs below consensus, gross margin in-line  

Reports Q3 (Jun) earnings of $1.28 per share, $0.05 better than the Capital IQ Consensus Estimate of $1.23; revenues rose 6.0% year/year to $37.43 bln vs the $38.02 bln consensus.
* Q3 gross margin of 39.4% vs. Street expectations of ~37.9% and 36.9% last year.
* iPhone units of 35.2 mln vs. Street expectations of just Under 36 mln and 31.2 mln last year
* iPad units of 13.3 mln vs Street expectations of just under 14.5 mln and 14.6 mln last year.
* Mac units of 4.4 mln vs Street expectations of just under 4 mln and 3.8 mln last year.

Co issues downside guidance for Q4, sees Q4 revs of $37-40 bln vs. $40.46 bln Capital IQ Consensus; sees Q4 gross margins of 37-38% vs. Street expectations of just under 37.5% (vs. 37% last year.


--> -0,60% after hours

>>> US CLsoe Dow +0,36% S&P +0,50% NAsdaq +0,71%

Closing Market Summary: Small Caps Lead Stocks Higher

The stock market finished the Tuesday session on an upbeat note with small caps pacing the rally. The Russell 2000 advanced 0.8%, while the S&P 500 added 0.5% with eight sectors ending in the green.

Although geopolitical concerns factored into the modest retreat on Monday, the worries were cast aside today after separatist forces in eastern Ukraine handed over black boxes from MH17 to Malaysian authorities and Secretary of State John Kerry began working on brokering a cease fire in Gaza.

Furthermore, the sentiment was boosted by a slate of mostly better than expected earnings. Notably, Chipotle Mexican Grill (CMG 659.77, +69.84) soared 11.8% after beating estimates and surpassing comparable restaurant sales growth expectations. However, McDonald's (MCD 96.27, -1.28) painted a less upbeat picture with its stock falling 1.3% in reaction to below-consensus earnings and revenue. Elsewhere among consumer discretionary components, Comcast (CMCSA 54.63, +0.81) added 1.5% after reporting better than expected results.

While the discretionary space (+0.5%) contained a fair share of outperformers, energy (+0.8%) and health care (+0.8%) sectors hovered near the lead throughout the session. Energy rallied even as crude oil fell 0.5% to $102.35/bbl, while health care received support from biotechnology. The iShares Nasdaq Biotechnology ETF (IBB 253.68, +2.82) advanced 1.1%.

There was an added headline stir in the health care space as separate judicial rulings at the federal appellate level contradicted each other regarding the legality of subsidies received to help pay for health care via the federal exchanges. The initial ruling from a federal appeals court panel covering Washington D.C. ruled 2-1 that those subsidies are illegal. Soon thereafter, the 4th U.S. Circuit Court of Appeals ruled 3-0 that the subsidies are legal.

Despite the conflicting rulings, the sector held its ground, implying a belief that the initial ruling would not translate into law anytime soon (if at all). The second ruling helped validate that belief and likely set the stage for a review of the rulings by the full circuit court in both areas and potentially the Supreme Court. Unlike health care, other countercyclical sectors could not keep up with the broader market. The telecom services sector (+0.3%) eked out a slim gain, while consumer staples (-0.2%) and utilities (-0.2%) finished in the red.

The consumer staples sector lagged amid weakness in the shares of Coca-Cola (KO 41.19, -1.21). The Dow component lost 2.9% despite reporting a one-cent beat. Like Coca-Cola, another Dow component—United Technologies (UTX 110.86, -2.12)—also settled lower despite beating estimates.

The relative weakness among blue chip listings had little impact on the performance of high-beta names. Chipmakers (PHLX Semiconductor Index +0.7%), biotechnology (IBB +1.1%), and transport stocks (Dow Jones Transportation Average +1.1%) all finished ahead of the broader market, while the Russell 2000 regained its 50- and 100-day averages.

Treasuries retreated in the early morning, but reclaimed their losses during the day. The 10-yr note ended flat with its yield at 2.46%.

Participation was on the light side with less than 600 million shares changing hands at the NYSE.

Economic data included CPI, FHFA Housing Price Index, and Existing Home Sales:
  • Consumer prices increased 0.3% in June, down from a 0.4% increase in May, which matched the consensus estimate 
    • As expected from the June PPI report, a strong increase in energy prices, up 1.6% in June, was the main catalyst for the overall increase in consumer prices. That was the largest increase in monthly energy costs since December 
    • Gasoline costs rose 3.3% after increasing 0.7% in May 
    • Food prices moderated a bit in June, increasing only 0.1% after growing by at least 0.4% per month since February 
    • Excluding food and energy, core CPI increased 0.1% in June after increasing 0.3% in May, while the consensus expected an increase of 0.2% 
  • The May Housing Price Index from the FHFA rose 0.4%, which followed a revised increase of 0.1% observed during the prior month (from 0.0%) 
  • Existing home sales increased to 5.04 million SAAR in June from an upwardly revised 4.91 million SAAR (from 4.89 million SAAR) in May, while the consensus an increase to 5.00 million SAAR 
    • This was the first time sales exceeded 5.00 million SAAR since October 2013. Still, sales are down 2.3% year-over-year 
Tomorrow, the weekly MBA Mortgage Index will be released at 7:00 ET. On the earnings front, participants will be reacting to results from Apple (AAPL 94.72, +0.78), Boeing (BA 129.74, +1.44), and Microsoft (MSFT 44.83, -0.01), among others.
  • S&P 500 +7.3% YTD 
  • Nasdaq Composite +6.7% YTD 
  • Dow Jones Industrial Average +3.2% YTD 
  • Russell 2000 -0.7% YTD

>>> Juniper Networks beats by $0.02, reports revs in-line; guides Q3 EPS below c

Juniper Networks beats by $0.02, reports revs in-line; guides Q3 EPS below consensus, revs below consensus 

- Reports Q2 (Jun) earnings of $0.40 per share, excluding non-recurring items, $0.02 better than the Capital IQ 
* Consensus Estimate of $0.38; revenues rose 6.9% year/year to $1.23 bln vs the $1.22 bln consensus.
Co issues downside guidance for Q3, sees EPS of $0.35-0.40, excluding non-recurring items, vs. $0.44 Capital IQ Consensus Estimate; sees Q3 revs of $1.15-1.20 bln vs. $1.26 bln Capital IQ Consensus Estimate
* In the near term, there are some customer-specific dynamics that the Co is factoring into its outlook.
* This is partially offset by signs of strength in emerging verticals. The Co is focused on continued innovation and executing on its Integrated Operating Plan.

>>> Electronic Arts beats by $0.23, beats on revs; guides Q2 EPS in-line, revs i

Electronic Arts beats by $0.23, beats on revs; guides Q2 EPS in-line, revs in-line; guides FY15 EPS below consensus, revs in-line 

* Reports Q1 (Jun) earnings of $0.19 per share, excluding non-recurring items, $0.23 better than the Capital IQ * Consensus Estimate of ($0.04); non-GAAP revenues rose 56.6% year/year to $775 mln vs the $713.54 mln consensus.
* Co issues in-line guidance for Q2, sees EPS of $0.50, excluding non-recurring items, vs. $0.50 Capital IQ Consensus Estimate; sees Q2 non-GAAP revs of $1.14 bln vs. $1.14 bln Capital IQ Consensus Estimate
* Co issues downside EPS guidance for FY15, sees EPS of $1.85, excluding non-recurring items, vs. $1.88 Capital IQ Consensus Estimate; sees FY15 non-GAAP revs of $4.10 bln vs. $4.14 bln Capital IQ Consensus Estimate.

WSJ : Deutsche Bank Suffers From Litany of Reporting Problem

Deutsche Bank Suffers From Litany of Reporting Problems, Regulators Said

Letter From New York Fed Said Some Reports From Deutsche Bank's U.S. Operations Were 'Inaccurate and Unreliable'

An examination by the Federal Reserve Bank of New York found that Deutsche Bank AG DBK.XE +0.85% 's giant U.S. operations suffer from a litany of serious problems, including shoddy financial reporting, inadequate auditing and oversight and weak technology systems, according to documents reviewed by The Wall Street Journal.

In a letter to Deutsche Bank executives last December, a senior official with the New York Fed wrote that financial reports produced by some of the bank's U.S. arms "are of low quality, inaccurate and unreliable. The size and breadth of errors strongly suggest that the firm's entire U.S. regulatory reporting structure requires wide-ranging remedial action."

The criticism from the New York Fed represents a sharp rebuke to one of the world's biggest banks, and it comes at a time when federal regulators say they are increasingly focused on the health of overseas lenders with substantial U.S. operations.

The Dec. 11 letter, excerpts of which were reviewed by the Journal, said Deutsche Bank had made "no progress" at fixing previously identified problems. It said examiners found "material errors and poor data integrity" in its U.S. entities' public filings, which are used by regulators, economists and investors to evaluate its operations.

The shortcomings amount to a "systemic breakdown" and "expose the firm to significant operational risk and misstated regulatory reports," said the letter from Daniel Muccia, a New York Fed senior vice president responsible for supervising Deutsche Bank.

The New York Fed has various tools at its disposal to address shortcomings by banks it regulates. It can issue private letters demanding action, as it did with Deutsche Bank, or, in more severe cases, impose restrictions on banks' activities.

The letter, which hasn't been previously reported, ordered senior Deutsche Bank executives to ensure steps were taken to fix the problems. It also said the bank might have to restate some of the financial data it has submitted to regulators.

"We have been working diligently to further strengthen our systems and controls and are committed to being best in class," a Deutsche Bank spokesman said Tuesday. As part of this, he said, the bank is spending €1 billion globally and appointing 1,300 people, including about 500 compliance, risk and technology employees in the U.S. Mr. Muccia declined to comment.

The German lender's U.S. businesses, including investment banking, asset management and transaction processing, collectively account for as much as $600 billion of assets, or more than one quarter of Deutsche Bank's global total, executives say. Large portions of the U.S. operations were previously the responsibility of Anshu Jain, who today is Deutsche Bank's co-chief executive. The bank's current North American CEO is Jacques Brand. The bank spokesman declined to comment on behalf of both men.

The New York Fed's concerns also pose a challenge for Deutsche Bank's longtime finance chief, Stefan Krause, who is ultimately responsible for the company's financial figures and has been spearheading efforts to improve the quality of the bank's reporting.

The concerns from regulators strike at the heart of an issue plaguing many of the world's big banks: Some investors lack confidence in the integrity of their numbers. Such fears have been especially prevalent in Europe.

The letter sent to Deutsche Bank shows that the New York Fed's concerns about its U.S. operations have been building for years.

"Since 2002, the FRBNY has highlighted significant weaknesses in the firm's regulatory reporting framework that has remained outstanding for a decade," Mr. Muccia wrote. He added: "Most concerning is the fact that although the root causes of these errors were not eliminated, prior supervisory issues were considered remediated and closed by senior management."

Deutsche Bank's external auditor, KPMG LLP, also identified "deficiencies" in the way the bank's U.S. entities were reporting financial data in 2013, according to a Deutsche Bank email reviewed by the Journal.

Deutsche Bank's annual report and other filings have included a letter from KPMG signing off on the bank's financial statements.

A KPMG spokesman declined to comment.

Deutsche Bank's U.S. operations have been the source of regular headaches for the lender, partly due to regulatory concerns about the adequacy of its capital buffers. The bank in June raised €8.5 billion (about $11.5 billion) of new capital by selling shares to investors.

The complaints from regulators largely center on data from two big U.S. Deutsche Bank subsidiaries, and the New York branch of the German parent company. That data goes into filings that all U.S.-regulated banks file with regulators each quarter. The resulting reports, crammed with thousands of lines of densely packed data, are a trove of information for regulators, analysts and investors.

But in 2002, 2007 and 2012, New York Fed examiners voiced concerns to Deutsche Bank about the quality of the data, according to the December letter.

After conducting its 2012 annual assessment, for example, the New York Fed flagged a specific concern about how a Deutsche Bank subsidiary was classifying potentially troubled assets. The unit, Deutsche Bank Trust Company Americas, wasn't properly assessing the value of collateral when it reported the value of loans where borrowers were at risk of defaulting, according to a New York Fed letter to Deutsche Bank in June 2013. Regulators said that made the unit's reports "inaccurate."

The New York Fed's concerns intensified when a review of the bank's regulatory reporting got under way last August. At a September meeting with two of Deutsche Bank's top U.S. executives, Fed officials described the bank's reporting as the worst among its peers, according to the Deutsche Bank email about issues raised by regulators. Mr. Muccia, a 40-year veteran of bank regulation, and his team said the trust-company unit had misclassified the riskiness of 20% of its loans. Despite finding dozens of problems, the Fed team was "just scratching the surface," according to the email.

A few months later, Mr. Muccia sent his letter detailing the exam's findings and more than a half-dozen areas in need of "immediate" action.

Many of the problems stemmed from a "disjointed" regulatory-reporting system and "weaknesses" in the technology systems used by Deutsche Bank subsidiaries. Instead of automatically compiling and reporting data to federal regulators, Deutsche Bank officials were making manual changes to more than 800 pieces of data, the letter said. That data was tied to a variety of balance-sheet items, such as certain types of loans and deposits, whose values totaled about $337 billion.

WSJ : Danone Weighs Expansion Opportunities

Danone Weighs Expansion Opportunities Strategic Review Comes at Critical Time for French Dairy Group Dealing With Problems in China, Bigger Rivals

PARIS— Danone SA has launched a strategic review as Chief Executive Franck Riboud seeks to ensure its long-term growth, amid renewed speculation over whether the French dairy group can survive as a stand-alone company.

Mr. Riboud—who has led Danone for close to 20 years after taking over from his father—has asked top managers to explore areas of potential expansion, said a person familiar with the matter. Managers will present initial ideas at a meeting in the French town of Evian in September with a view to completing a new strategic plan by early 2015, the person added.

"There is a deep reflection about what Danone needs to do to make sure the group is still growing 50 years from now," said the person. "I would be surprised if the group kept the status quo."

The maker of Evian water and Activia yogurt is examining whether it should pursue any big deals or tie-ups to gain more heft. "The group is looking at all the options it has in theory," said the person.

A spokeswoman for Danone confirmed the strategic review. She declined to comment on the possibility of pursuing a larger deal.

The rethink at Danone comes at a critical time for the French company. Danone has been seeking to bounce back from a series of knocks over the past few years, starting with the effects of the economic crisis in Europe to a massive food safety warning a year ago that dramatically hit one of its key growth drivers, baby food in China.

"There clearly is a change in mind-set going on as management is publicly addressing the problems they are having, which they have been hesitant to do in the past," said James Targett, an analyst with Berenberg.

Danone's challenges have refocused analyst attention on its relatively small size compared with Swiss food giant Nestlé SA NESN.VX +0.80% .

After having sold off a series of noncore assets in the late 1990s and early 2000s, Danone's business today is focused on four activities: Fresh dairy, baby food, water and medical nutrition. With a market value of about €36 billion, it is much smaller than Nestlé, with a market capitalization of around €180 billion. Some people within the company say Danone may be too small to compete with such giants, said another person familiar with the matter.

At an investor seminar in June, the French dairy company hinted that it was working on a plan dubbed "Danone 2020." The group stressed it was focusing on changing the organization and cost base of its dairy business in Western Europe to improve profit margins, which have declined over the past four years. Danone also said it is working on improving its return on invested capital—a barometer of the company's ability to make profitable investments.

The group has been hurting from cost-conscious European consumers trading down to cheaper products amid the economic downturn. At the same time, the group is facing the hefty challenge of convincing Chinese parents to again trust its baby-formula brands, after a massive food safety warning from a big supplier—which later turned out a false alarm—prompted the recall of thousands of cans of baby formula across eight Asian markets last year, causing sales to tumble sharply.

Analysts expect weakness in European dairy and baby food in Asia to continue to weigh on first-half numbers due on Friday, with its profit margin expected to drop by almost two percentage points to 11.4%.

The company launched a new high-end baby-formula product under its Nutricia brand to help it regain market share in China—where it almost entirely relies on its Dumex brand, which was affected by the recall.

Danone has also taken steps to become leaner—cutting costs, shedding jobs, shutting down some manufacturing sites and shuffling management across Europe.

"The company is restructuring its business now in the way I thought they should have done two or three years ago," said Warren Ackerman, an analyst at Société Générale. "But there are so many moving parts that it is difficult to gauge exactly what strategic direction the company will take."

Danone soon could be slimming down further. The company has been in talks with several suitors, most notably Nestlé, over a potential sale of its medical-nutrition business, people familiar with the matter have said. Such a deal could fetch between €3 billion and €6 billion, depending on how much of the business the group would sell, analysts say. Danone and Nestlé declined to comment.

"What I am interested in is what they would do with the proceeds," said Mr. Ackerman.

In a recent note to clients, Natixis analysts said "pending tangible signs of change, a takeover could become an increasingly plausible scenario," with either PepsiCo Inc. PEP -0.73% or Nestlé the most likely buyers. Other analysts have speculated about Danone purchasing U.S. baby food maker Mead Johnson Nutrition Co. MJN +3.13% Danone, Pepsi, Nestlé and Mead Johnson declined to comment.

Following rumors in 2005 that Pepsi was considering a bid for Danone, France passed a law barring foreign investment in 11 strategic sectors, which became known as the "Danone law."

Some Danone watchers aren't convinced a big deal will happen this time either.

Mr. Ackerman said the group's emphasis on improving its return on invested capital after having had a rather poor track record for creating returns on previous large deals indicates a big acquisition isn't in sight as such a move would again put pressure on return on invested capital.

"Strategically, Mead would be a great move as it would boost Danone's presence in key baby food markets such as China, the U.S. and Latin America," said Mr. Ackerman. "But financially, it would be very dilutive to returns. My view is they don't need to do Mead if their Chinese baby milk business recovers."

SAP Gives Omnicom Global Communications and Advertizing Contract

+------------------------------------------------------------------------------+

SAP Gives Omnicom Global Communications and Advertizing Contract 2014-07-22 17:07:58.199 GMT

By Alex Webb July 22 (Bloomberg) -- SAP has consolidated its global account for communications, advertizing, media and marketing with Omnicom, co. says in e-mailed statement.

Link to Company News:{SAP GR <Equity> CN <GO>} Link to Company News:{OMC US <Equity> CN <GO>}

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

To contact the editor responsible for this story: Alex Webb at +49-89-24447-8802 or awebb25@bloomberg.net

(Makor O.Gruss) LO/RAI : Smoke Coming from Cigarette Industry Merger Fire

Smoke Coming from Cigarette Industry Merger Fire

On 7/15/14 (following market speculation since March 2014 and specific reports late in the negotiations), Reynolds American Inc. (NYSE-RAI) announced a cash-stock transaction to acquire Lorillard, Inc. (NYSE-LO) for $50.50 cash and 0.2909 RAI per LO share (~75%/25% stock/cash split). The deal value was ~$68.88/share based on the RAI closing price of $63.18 on 7/14/14; the RAI share price declined 7.2% by the end of last week which implied a $67.56 deal value. The stated deal value is a 40.4% premium to the LO $49.04 closing price on 2/28/14 (last trading day prior to rumors of a potential sale); the RAI stock price increased 24% over the same period. The deal spread VWAP during over the first five trading days post-announcement was $6.65, a 10.9% gross return (excluding net dividend pickup of $0.42/quarter) of LO’s $61.05 VWAP over the same timeframe. The deal spread has mostly traded in the $5.75-$7.50 range and closed yesterday at $6.37 (10.4% gross return); we are using mid-2015 for our estimated closing date.
The deal involves the participation of two other tobacco industry players – British American Tobacco p.l.c. (LSE-BATS) and Imperial Tobacco Group PLC (LSE-LMT). BATS, RAI’s largest holder (222.3M shares / ~42% S/O), signed a voting support agreement and will invest an additional ~$4.78B (at $60.16/share) to maintain its percentage ownership in RAI post-closing. The two companies also have an agreement-in-principle to pursue an ongoing technology-sharing initiative. IMT, the fourth largest international tobacco company, has agreed to purchase a number of brands as well as other assets and liabilities from RAI for $7.1B ($4.4B in proceeds net of taxes); RAI and IMT have a contract manufacturing agreement for a transition period. The LO/RAI transaction requires both shareholder approvals; there is a separate vote required from IMT shareholders on the asset acquisition. The LO deal requires HSR approval (as does the divestiture to IMT); closing is also subject to the IMT deal closing. RAI expects the transactions to close in the first half of 2015; the deal has an initial 7/15/15 term date (extendable for antitrust to 1/15/16).
We feel the current risk/reward is favorable relative to the current 50%-65% implied probability of deal completion (based on a $50-$55/share LO downside value). The LO stock price has dividend support (4.0% current yield) and a limited downside (14% at our $52.50/share midpoint) to offset the industry, market, headline and antitrust transaction risks that the deal could face over the next year. The litany of deal- and industry-related issues, including a $23B Florida jury verdict (for punitive damages) against RAI (reported days after the LO deal was announced), have resulted in the wide trading spread. We feel this transaction is the natural evolution of a highly regulated domestic industry that is in secular decline, burdened by marketing and sales restrictions; the cigarette business is not quite a failing industry but may be considered a flailing industry. In addition, we would not rule out (but not wildly speculate) potential for a third party bid from a foreign tobacco company if the LO stock price continues to trade at a greater than 10% gross discount to the stated deal price (and well below the low-mid $70s/share pre-deal expectations). Last, we sense the companies and their advisors would have not moved forward with an industry-transforming deal based on coin toss odds (or slightly better); the advertising phrase “4 out of 5 doctors recommend” provides a much more convincing view than “1 out of 2” or “2 out of 3” and conveys “fairly certain with caution” rather than “wreckless riverboat gambler.” Other general observations at the early stage of the transaction follow:
• LO shares, which traded up to the $65-$67 range on speculation of an imminent deal with a value in the low-mid $70s, sold off hard post-announcement due to the disappointing high-$60s value; the deal size, anti-trust risk, headline risk and expected long time-to-close should keep the deal spread wide (at least in 2014);
• RAI shares, which had steadily traded up from the high-$40s after merger rumors began circulating in March 2014 to the low-$60s pre-deal, now has overhang from the additional shares to be issued to BATS (whose non-competition agreement with RAI expires on 7/30/14) along with an unanticipated loss of equity value from the taxes resulting from the planned asset divestiture to IMT;
• The planned divestiture of LO’s blu eCigs brand to IMT (in favor of keeping RAI’s VUSE Digital Vapor Cigarettes brand) appears to have been totally unanticipated; the e-cigarette market is rapidly expanding and consumers seem to be embracing this alternative nicotine delivery system (which may ultimately be to the bane of tax-backed bonds that rely on a pre-rolled cigarette tax revenue agreement); and
• While most of the risks of smoking have been fully vetted and understood for at least a generation, the LO/RAI transaction may serve as a “call of duty” for both mainstream and grassroots political groups to come out and actively/vocally oppose the transaction as well as muddy the antitrust waters; we would not underestimate to potential visceral reaction to this deal and the menthol smoking issue adds another level of complexity to the full-bodied acquisition bouquet.
The primary antitrust concern is the potential addition by the number two player (with a ~26% overall market share) to add Newport (the leading menthol-driven cigarette brand with an overall ~12% U.S. market share) to its product portfolio; the planned divestitures (KOOL, Salem, Winston, Maverick brands) have ~4% market share. By combining Newport with the core Camel brand, RAI should be better able to compete (in a government-regulated industry sense) with Altria Group Inc. (NYSE-MO), which had ~49% of the U.S market in 2013. Blocking the deal would be like blaming the victim for the injury to their business; RAI has restructured (by eliminating brands, reducing manufacturing and operating expenses as well as developing new tobacco-related products) to address market regulations and further industry consolidation is the logical next step. The smokeless tobacco market is already highly concentrated; RAI is the second largest player (33% market share in 2013) behind U.S. Smokeless Tobacco LLC (56% market share), which was acquired by MO in 2009 ($10.4B cash deal).
We feel the already restrictive regulatory environment in the U.S. for cigarette sales and marketing has already fostered a consolidated market; penalizing the deal on the basis of too much market concentration completely contradicts public policy that over decades has legislated limiting competition and increasing prices to further a public health agenda. There should be heated discussions on further concentration in an industry that produce, markets and sells politically-incorrect tobacco products; none-the-less, cigarette sales continue to be an important source of state and local government tax revenues. Despite all the health and well-being rhetoric, civic institutions that have been trying to save citizens from the “ravages” of cigarette smoking are themselves addicted to the steady source of tax income from cigarettes. Government agencies have spent decades prohibiting and/or modifying prior industry behaviors (such as health claims/warnings, the type/placement of advertising and preventing underage smoking). The pre-rolled cigarette market already has limited competition and high barriers of entry; the current market structure is the handiwork of federal and state regulations. The symbiotic relationship between government and the cigarette manufacturers is not likely to be severed any time soon. We feel the standard antitrust review analysis may morph into Punch and Judy puppet-like routine, with the deal ultimately being approved (possibly with some behavioral restrictions).
The stated $68.88/share deal value ($26.7B EV) implies LO consensus 2015E multiples of 4.8x EV/Revs ($5.52B, up 4.7% YoY), 11.4x EV/EBITDA ($2.33B, ~42% margin, up 6.4% YoY) and 18.1x P/E ($3.80 EPS, up 9.8%, 1.8x PEG ratio using a 10.3% LT growth rate). Assuming $500M LO-specific deal savings, the adjusted deal multiples are 9.4x EV/EBITDA ($2.83B) and 14.8x P/E (4.67 EPS). Based on a 20 prior day averaging closing price of $63/share ($34B market cap), RAI had implied 2015E multiples of 4.5x EV/Revs ($8.19B, up 1.4% YoY), 10.8x EV/EBITDA ($3.45B, ~40% margin, up 6.5% YoY) and 17.2x P/E ($3.66 EPS, up 8.3%, 2.6x PEG ratio at 6.7% LT growth). LO gets 85% of its revenues from Newport sales; the high brand concentration combined with the ongoing menthol-related issues (health impact and demographic skew) discounts are reflected in our LO downside value which we estimate to be $50-$55/share (multiples of 9x EV/EBITDA and 14x P/E at the $52.50/share midpoint). In comparison, industry leader MO at $42/share ($83.45B market cap) has 2015E implied multiples of 5.2x EV/Revs ($17.9B), 11.1x EV/EBITDA ($8.5B, 47% margin) and 15.2x P/E ($2.76 EPS, 2.3x PEG). Absent the asset divestiture to IMT ($4.4B net cash proceeds after taxes) but including the full $800M savings estimate, P/F debt leverage would be 3.8x adjusted EBITDA (3.3x net of cash but excluding deal expenses). RAI is currently at the low end of the investment grade credit rating scale; the BATS $4.8B equity should support the company in not becoming a non-investment grade issuer post-closing.
The wide deal spread reflects the large deal size and complexity, as well as the deal being on the tail end of a large number of announced major mergers and acquisitions (above $10B market cap). The “risk” has come back to “risk arbitrage” with LO/RAI being embolic of a complex transaction that until recently had not been put forth in great numbers during this abnormally long low interest rate environment. The current risk/reward seems favorable; LO shares have dividend yield support and a limited downside which should support the stock price relative to industry, market, headline and antitrust risks that may be encountered in the deal review.

>>> Coca-Cola on the call

Coca-Cola on the call

  • Total capital investment is expected to be roughly $2.5 million for the year.
  • The company now expect items including Venezuela to be 1 to 2 point drag on that revenue growth and an approximate three point drag on operating income growth during the second half of 2014.
  • KO says there is a slow-down in Latin America, but but growth and profitability are going in a good direction.
  • The company's outlook for leverage on a currency neutral basis remains flat to slightly positive.
  • KO anticipates margins to continue in the positive way they been in the first half of the year.
  • Company sees value share gains more important than volume share gains.
  • KO's smaller size beverages contributed significantly to Coca-Cola revenue growth in Q2 and year to date.