FT : Walgreens Boots Alliance explores $70bn buyout

Walgreens Boots Alliance explores $70bn buyout
Long-shot deal for pharmacy behemoth would be the largest private equity takeover ever

Walgreens Boots Alliance, the US-listed global drugstore group, has been exploring the possibility of a $70bn take-private deal, holding talks with a handful of private equity groups about what would be the largest buyout in history, people with direct knowledge of the matter said.

The discussions follow more than a decade of aggressive dealmaking by Italian billionaire Stefano Pessina, who owns 16 per cent of Walgreens shares and who has assembled a retail and drug wholesaling business that now spans 25 countries. The group includes more than 18,750 stores in 11 countries and has annual revenues of nearly $34bn.

One of the people with knowledge of the discussions warned that a take-private was a long shot that would face a number of challenges — not least the size of the transaction. The current record buyout, of energy company TXU in 2007, was valued at $45bn.

No final decision has been made about whether to pursue the buyout idea, the person added, and it was not clear whether financing on such a scale would be available. Walgreens declined to comment.

Walgreens shares rose 4 per cent in afternoon trading in New York after Reuters and Bloomberg reported news of a possible take-private on Tuesday. That gave the company’s equity a market value of $55bn. It also has net debt of around $15bn.

The talks come with Walgreens share price down nearly 40 per cent since last December. Mr Pessina has expressed his preference to turn companies around away from the glare of public markets.

Walgreens has been under pressure to cut costs as its operating income fell by a fifth in the last year. The Illinois-based group has a huge footprint in physical retail, operating the Walgreens and Duane Reade brand stores in the US and the Boots chain of pharmacies in the UK.

Boots has suffered after the UK’s National Health Service cut the amount it reimburses for prescriptions, when its retail business was already under pressure from cheaper rivals including supermarkets, discount stores and Superdrug, the chain backed by Li Ka-shing’s AS Watson retail group.

A transaction would mark an audacious return to form for Mr Pessina, a restless dealmaker whose efforts to create a global pharmacy empire began with the formation of Alliance Santé in 1991 and created one of the world’s largest buyers of prescription drugs.

Mr Pessina’s vision for a pan-European medicine chain met opposition in several countries, but the 1997 acquisition of Unichem provided Mr Pessina with a foothold in the UK, followed in 2006 by a merger with market leading pharmacy chain Boots.

He teamed up with US buyout group KKR to take the combined business private in 2007 in a leveraged buyout funded by £9bn of debt. By the time Walgreens paid $23bn for its British rival in a two-part deal that completed in 2014, Mr Pessina had created a transatlantic behemoth, which today employs 440,000 people.

The group also owns Alliance Healthcare, a wholesale distributor, delivering to hundreds of thousands of pharmacies, doctors and hospitals, and a stake in AmerisourceBergen, the US drug wholesaler. Shares in AmerisourceBergen fell 4 per cent after the first reports of a deal.

As part of a large cost-cutting programme, Walgreens has been closing unprofitable locations, including 200 Walgreens stores, 150 in-store clinics and 200 Boots stores, and laying off employees. The aim is to save $1.8bn a year by 2022. It expects adjusted earnings per share to be flat next year on a constant currency basis.

FT : Inmarsat rejects activist effort to thwart $6bn takeover

Inmarsat rejects activist effort to thwart $6bn takeover
Oaktree accuses UK satellite group of ignoring US spectrum value in deal price

Inmarsat has rejected an eleventh-hour effort to derail its $6bn sale to a private equity consortium in which it was accused of ignoring a potential boost to the company’s value.

Oaktree Capital Management, the fund founded by billionaire Howard Marks, wrote to the British satellite group’s board on Tuesday calling for the postponement of a court hearing next week that would clear the path for the deal.

Oaktree argued that the recommended offer for Inmarsat failed to take account of the potential value of spectrum assets used by Inmarsat’s US partner Ligado.

Ligado emerged from the bankrupt LightSquared, which had planned to build a wireless broadband network using Inmarsat’s spectrum. The plan failed after the US communications regulator suspended its licence in 2012 as its services interfered with GPS signals used in the farming industry.

Oaktree has highlighted a draft order by the US communications regulator to approve a licence modification for Ligado. Citing previous comments by Rupert Pearce, Inmarsat chief executive, Oaktree said the licence change and a reactivation of the Ligado plan could deliver “substantial incremental value” to Inmarsat.

Oaktree owns 2.85 per cent of Inmarsat’s shares and was an investor at the time of the deal, according to a person with direct knowledge of the situation. It said it had expressed its view both to Mr Pearce and UBS, which has acted as an adviser to the consortium comprising Apax and Warburg Pincus.

Oaktree said it had decided to publish its demands after Inmarsat rejected its requests for a private meeting over what it claims is a material change of circumstance.

Kite Lake Capital Management, which has a 3.8 per cent stake in Inmarsat, backed Oaktree’s call to delay the completion of the deal due to the Ligado developments as did Rubric Capital Management, which has a 2.2 per cent stake. Both backed the takeover in a shareholder vote but have called for a pause on the completion “in light of this material new information”.

Inmarsat said there had been “no material change” to its prospects since the bid was lodged as the board viewed a potential move to revive the Ligado wireless plan as “uncertain”.

The person with knowledge of the matter argued that Inmarsat, which cut its dividend the year before to reflect lower payments from the US company, had not kept the Ligado situation secret during the bidding process. Spectrum used by Ligado was also seen as a driver last year for the failed attempt to buy the company by EchoStar, a rival satellite company controlled by billionaire Charlie Ergen.

Oaktree will now appeal to the judge at the court hearing next week.

A move to disrupt the sale based on the draft order on Ligado’s licence would set an “extraordinary precedent”, according to another person with direct knowledge of the situation.

The recommended offer for Inmarsat, made as the stock traded at a 12-year low, was pitched at less than half of its 2016 peak.

The shares rose 1 per cent to 558p on Tuesday, slightly below the US dollar-denominated offer.

The potential value of US spectrum within the satellite industry has been underlined by a sixfold rise in Intelsat’s share price since summer last year, driven by hopes that airwaves it controls in a range known as the C-Band will be repurposed for 5G services.

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance
:

  • MYGN -35.3%, SHAK -17.5%, HUD -13.1%, CRIS -12.8%, SNCR -12.7%, VECO -11.7%, CHK -10.3%, AAN -10.2%, DIOD -9.4%, ATHM -8.5%, AOSL -8.1%, GRPN -7.7%, MDR -7.5%, TNDM -6.9%, TLRA -6.7%, TSE -6.5%, MOS -6.3%, UBER -6.2%, DFIN -5.9%, BKD -4.5%, NCMI -4.5%, EXK -4.4%, RMBS -4.1%, WBT -4%, ARNC -3.4%, NTR -3.3%, FRTA -3.2%, PRU -2.9%, ICPT -2.7%, RYAM -2.5%, MAR -2.4%, TRVG -2.4%, MNK -2.3%, LMNX -2.1% (after seeing late move lower upon early release of earnings), FTSI -2%, TEF -1.8%, ED -1.6%, UNVR -1.6%, MRTX -1.3%, ENDP -1.2% (also announces transition of CEO Paul V. Campanelli to Chairman of the Board), CDE -1.2%, ATH -1.1%, CBT -1%, NEM -1%

Other news:

  • YETI -5.5% (files for share 10 mln share common stock offering by selling shareholders)
  • MRUS -3% (announces public offering of $60.0 mln of its common shares)
  • RCII -2.6% (following AAN results)
  • MPW -2.2% (underwritten public offering of 50,000,000 shares of its common stock)
  • HAS -2% (commenced an underwritten registered public offering of $875.0 million of shares of its common stock)
  • HCP -1.8% (prices offering of 15 mln shares of common stock at $35.00 per share)
  • ERII -1.2% (President and Chief Executive Officer Chris Gannon resigns effective immediately)
  • LYFT -0.9% (following UBER results)

Analyst comments:

  • CAI -1.9% (downgraded to Market Perform from Outperform at Cowen)
  • ZBRA -1.8% (downgraded to Neutral from Overweight at JP Morgan)
  • SCHW -0.5% (downgraded to Mkt Perform from Outperform at Raymond James)

>>> US Gapping up

Gapping up
In reaction to strong earnings/guidance
:

  • EVER +27.9%, CHGG +13.5%, SHO +13.3%, EVBG +11.3%, ATRS +8.2%, PBI +8.1%, RNG +7.5%, OCN +6.9%, USFD +6.9%, PTON +6.3%, GSX +6%, CMRX +5.5%, PBPB +5.3%, BWXT +5.1%, ADBE +4.9%, CPE +4.5%, USAC +4.3%, CC +4.1%, JKHY +3.7%, SWM +3.7%, VKTX +3.7%, REAL +3.5%, AMRN +3.4%, SXC +3.3%, ZBH +3.3%, WLK +3.1%, THC +2.9%, ELVT +2.9%, AMRC +2.9%, REGN +2.9%, BMCH +2.8%, KR +2.8%, FIS +2.7%, JLL +2.7%, RPD +2.6%, CCC +2.5%, VST +2.3%, BPMC +2.3%, SSTK +2%, TPR +1.8%, HIG +1.7%, MYL +1.7%, SGRY +1.7%, TCMD +1.5%, ITRI +1.5%, TA +1.5%, XEC +1.3%, NS +1.3%, VIRT +1.3%, LAMR +1.2%, IPI +1.2%, FICO +1%, WTR +1%

M&A news:

  • TAK +3.3% (divests select OTC and Non-Core Assets to STADA for $660 mln)
  • WDAY +0.6% (to acquire Scout RFP for approx. $450 mln in cash)

Other news:

  • SHEN +11.4% (to join S&P SmallCap 600, effective prior to the open on November 8)
  • XRX +6.7% (restructures relationship with FUJIFILM; to receive $2.3 bln )
  • WWE +5.5% (World Wrestling and Saudi General Entertainment Authority expand live event partnership)
  • REGN +2.9% (provides update on ongoing Phase 3 development program evaluating Libtayo as monotherapy and combination therapy in first-line patients with advanced non-small cell lung cancer)
  • MGI +2.9% (confirms extension of Walmart (WMT) contract)

Analyst comments:

  • SIEN +4.9% (upgraded to Outperform from Mkt Perform at William Blair)
  • BYND +2.8% (upgraded to Outperform from Mkt Perform at Bernstein)
  • ACM +1% (upgraded to Buy from Hold at Deutsche Bank)
  • TTD +0.8% (initiated with a Overweight at Stephens)

>>> US Early premarket gappers

Early premarket gappers

  • Gapping up:
    • EVER +30.9%, CHGG +13.9%, SHO +13.3%, SHEN +11.4%, EVBG +11.3%, PAGP +7.5%, RNG +7.2%, GSX +6.4%, TPR +6.1%, ADBE +4.4%, WWE +4.2%, THC +4.1%, SXC +3.9%, JKHY +3.7%, WLK +3.1%, ELVT +2.9%, AMRC +2.9%, BMCH +2.8%, USFD +2.7%, AMRN +2.6%, CCC +2.5%, CPE +2.4%, CC +2.1%, VST +1.8%, HIG +1.7%, FICO +1.7%, TCMD +1.5%, ITRI +1.5%, PBPB +1.4%, XEC +1.3%, VIRT +1.3%, LAMR +1.2%, WTR +1%, FN +0.9%, STRL +0.7%, TTD +0.6%
  • Gapping down:
    • MYGN -34.9%, SHAK -17.8%, SNCR -15.9%, VECO -11.7%, HUD -11.3%, TNDM -10.5%, MDR -10.4%, DIOD -9.4%, AAN -8.2%, AOSL -8.1%, GRPN -7.7%, TSE -6.5%, YETI -5.9%, UBER -5.7%, MOS -5.1%, ARNC -5%, NCMI -4.5%, SRC -4.4%, PRU -4.2%, NTR -4%, WBT -4%, PI -3.6%, MRUS -3.3%, ENDP -3.3%, FRTA -3.2%, ATHM -2.9%, RCII -2.6%, LMNX -2.1%, BHF -2%, FTSI -2%, HCP -1.8%, MAR -1.7%, HTZ -1.6%, MNK -1.6%, MRTX -1.4%, LYFT -1.3%, MFGP -1.3%, RMBS -1.2%, IFF -1.1%, OUT -1.1%, CBT -1%

NYT Dealbook : SoftBank May Tighten the Reins on Start-Up Founders

SoftBank May Tighten the Reins on Start-Up Founders

SoftBank may have a plan to invest more safely
After the near-collapse of the office space company WeWork that it’s heavily invested in, SoftBank may be set to clamp down on the freedom afforded to the founders of companies it backs through its Vision Fund.

It’s not just WeWork causing headaches. Other investments made by SoftBank’s nearly $100 billion Vision Fund are also causing problems. “After a sizable bet on online car-lessor Fair, that company is struggling to stay afloat,” the WSJ reports. And the dog-walking app Wag “is for sale, people with knowledge of the companies say.”

Masayoshi Son, the SoftBank C.E.O., defended the Vision Fund’s approach at the Future Investment Initiative conference in Riyadh, Saudi Arabia, last month, the FT reports. He said it would continue offering capital to start-ups so they could “grow much bigger and quicker.” He added: “We identify the entrepreneurs who have the greatest vision to solve the unsolvable.”

But SoftBank may impose new standards to keep founders in check, according to another report by the FT:

• “The Tokyo-based group is expected to outline tougher governance standards and restrictions on dual-class share structures on Wednesday.”

• “The new governance standards will apply to future investments made by SoftBank.”

• “Its Saudi Arabia-backed Vision Fund is in discussions about how it can adopt some or all of these measures.”

“The guidelines that SoftBank are now introducing echo the steps WeWork was forced to take to address investor anxiety in the run-up to its IPO, as well as after it received a $9.5bn rescue package from its Japanese backer to avert bankruptcy,” the FT notes.