>>> GKN/Melrose: Melrose not currently seeking irrevocable undertakings during o

Merger Market

GKN/Melrose: Melrose not currently seeking irrevocable undertakings during outreach
26 FEB 2018
  • GKN not seeking commitments either – top shareholder
  • Further shareholder outreach could come closer to the offer’s first closing date

Turnaround specialist Melrose [LON:MRO] is not currently soliciting shareholder commitments in connection with its hostile bid for GKN [LON:GKN], according to a source familiar with the matter and a top target shareholder.
Both GKN and Melrose are lobbying shareholders. However, GKN is not seeking irrevocable undertakings either at this stage, the shareholder said, following a meeting with the company. Further shareholder outreach could come closer to the offer’s first closing date, he added.
GKN has repeatedly rebuffed Melrose's GBP 7.2bn hostile bid, which has a minimum acceptance condition of 90%. The first closing date for Melrose’s offer is 9 March, but the latest by which shareholders can accept the offer is 2 April.
Given the similarity of GKN and Melrose’s proposition, the transaction is now essentially hinged on which team is better at executing the (turnaround) plan, said the source familiar.
Pitch perfect?
On 14 February, GKN said it plans to return GBP 2.5bn to shareholders, improve margins and pay out about half of its free cash flow in dividends over the next three years.
Moreover, GKN’s management seems confident in their ability to deliver on their plan, the shareholder said.
GKN’s pitch to shareholders was impressive, the investor conceded. The shareholder was yet to make a decision on which management team to back.
It is likely to be a close call, the shareholder said.
Melrose has also promised margin improvement. But a source familiar previously told this news service that Melrose could deliver higher shareholder returns. GKN shareholders could chalk up as much as GBP 3.7bn in returns, excluding regular dividends, in the event of a Melrose takeover, the source said.
The GBP 3.7bn would include a GBP 1.4bn upfront cash payment to GKN shareholders, and their 57% share of the Melrose business, which currently has a market capitalization of about GBP 4bn, the source said at the time.
Melrose might have more to hand out to shareholders because of an eventual sale of Nortek, which the company acquired in 2016, agreed the top shareholder. Nortek accounted for 90% of Melrose’s 2017 revenue.
However, the shareholder was wary of the returns getting spread out over a wider shareholder base. GKN shareholders will own 57% of a combined GKN-Melrose.
Accepting Melrose’s offer may mean giving up half of any potential upside due to the larger shareholder base, the investor said, referring to analyst reports he had seen.
Melrose has until 23 April to fulfil all offer conditions, including regulatory and competition approvals.
A combination between GKN and Melrose would have to be approved by the Committee on Foreign Investment in the US (CFIUS) and other US defence and federal agencies; Germany's Federal Ministry for Economic Affairs and Energy (BMWi) and the French Ministry of Economy.
Melrose’s bid for GKN has raised national security concerns. The transaction has reportedly been questioned by the UK Government’s Defence Secretary Gavin Williamson, while others such as Labour party leader Jeremy Corbyn and Liberal Democrat leader Vince Cable have said the proposed deal would harm industry in the UK.
Besides the security clearances, the deal requires competition clearances from authorities in the US, EU, and Canada, and may need to be reviewed in countries such as Australia, Colombia, India, Mexico, Russia, South Africa, Taiwan and Turkey.
Melrose and GKN declined comment.

>>> Europe : Brokers Upgrades & Downgrades - 26th of February 20

>>> Up
* BP Upgraded to Outperform at RBC; PT 5.70 Pounds
* CaixaBank Upgraded to Buy at Jefferies
* Capgemini Upgraded to Add at AlphaValue
* Centrica Upgraded to Outperform at RBC
* Heineken NV Upgraded to Outperform at RBC
* Maire Tecnimont Raised to Overweight at Barclays; PT 5.50 Euros
* Nokian Renkaat Upgraded to Overweight at JPMorgan
* Sartorius Upgraded to Add at AlphaValue
* Suez Upgraded to Overweight at JPMorgan
* Talgo Upgraded to Buy at Bankinter Securities; PT 6 Euros
* Tarkett Upgraded to Buy at HSBC; PT 35 Euros

>>> Down
* Albemarle Downgraded to Underweight at Morgan Stanley
* Atos Downgraded to Hold at HSBC; PT 120 Euros
* Construcciones y Auxiliar Cut to Hold at Bankinter Securities
* Ence Downgraded to Hold at Bankinter Securities; PT 5.49 Euros
* Eni Cut to Sector Perform at RBC; Price Target 15.50 Euros
* Gestamp Downgraded to Neutral at JPMorgan

>>> Initiation
* Dufry Rated New Equal-weight at Morgan Stanley; PT 145 Francs

>>> CAll

>>> Asian Update

Asia Market Update: Equity markets strengthen as yields fall a bit lower, Chinese home prices fall, China looks to remove 2 term limit on President

***Headlines/EconomicData***
General Trend: Asian equity markets open generally higher after Friday's gains in the US
- Hang Seng supported by Chinese automakers
- China confirmed move which could allow President Xi to remain in power indefinitely
- Shanghai Composite Property Index declines over 3%, later pares some of loss: In Jan, China property prices rose in fewer cities vs prior month
- Shanghai traded rebar steel futures rise over 1% following speculation of additional output cuts; US President Trump said to favor 24% global tariff on steel imports.
- China Feb official Manufacturing and Non-Manufacturing PMIs due on Wed
- Fed Chair Powell due to hold Congressional testimony on Tuesday Feb 27th and Thursday March 1st.
- US Feb Nonfarm payrolls and Average Hourly Earnings due for release on Friday

Japan
-Nikkei 225 opened +1.1%; closed +1.2%
TOPIX Real Estate Index +1%, Information & Communications +1.4%, Securities +1.2%
- (JP) Japan PM Abe cabinet approval rating 56% v 55% prior - Nikkei
- (JP) BoJ Gov Kuroda: Reiterates BoJ will persistently continue powerful monetary easing to achieve price goal
-(JP) Japan Govt to set up 5 zones for promotion of offshore wind power by 2030,with certification for operators to last as long as 30-yrs - financial press
-(JP) Unions for mega banks in Japan not expected to seek wage increase - Japanese Press
-(JP) Japan Dec Final Leading Index: 107.4 v 107.9 prelim; Coincident Index: 120.2 v 120.7 prelim

Korea
-Kospi opened +0.6%
- Energy companies gain: Kumho Petro Chemical rises over 3%
- Steel makers trade generally higher.
- 005935.KR Launched Galaxy S9 at a Barcelona mobile trade show, looks physically very similar to last year's model, many software upgrades
-(KR) South Korea total financial firms assets under management (AUM) in 2017were KRW950T, +4.7% y/y, fresh record high - Korean press
-(KR) South Korea sells 20-year bonds: avg yield 2.76% v 2.65% prior
Looking Ahead: Bank of Korea to hold policy decision on Tuesday (expected unchanged at 1.50%)

China/Hong Kong
-Hang Seng opened -0.3%, Shanghai Composite +0.1%
- Hang Seng Consumer Goods Index +1.3%, Materials +1.3%, Energy +1%, Property/Construction +0.4%, Financials+0.3%
- Geely [175.HK] rises over 5% after announcing stake in Daimler
- (CN) CHINAJAN PROPERTY PRICES M/M: RISE IN 52 OUT OF 70 CITIES V 57 PRIOR; Y/Y: RISE IN59 OUT OF 70 CITIES V 61 PRIOR; ChinaJan Avg New Home Prices M/M: -0.1% (1st decline in 32-months) v +0.5% prior; Y/Y: 5.4% v 5.8% prior
- (CN) Communist Party has moved to repeal language from the constitution that says the head of state “shall serve no more than two consecutive terms”, which would allow China President Xi to stay in power indefinitely - Chinese press
- (CN) China President Xi confidant Liu He saidto be a front runner to be next PBOC Gov – press
- (CN) China CIRC orders three insurers to fixoverseas investment rule breaches – press
- (CN) China Politburo statement: Reiterates Chinawill continue proactive fiscal policy and prudent monetary policy in 2018
- USD/CNY (CN) PBOC SETS YUAN REFERENCERATE AT 6.3378 V 6.3482 PRIOR
-(CN) China PBoC OMO: Injects CNY150B v CNY230B injected in 7-day, 28-day and63-day reverse repos prior; gross injection is equal to the net injection (3rdconsecutive day)
-Great Wall Motor (+10%), 2333.HK Signs LOI with BMW for JV for new energy vehicle
- (CN) China Standing Committee of the National People's Congress: To extend the preparation period for reforms that will change the stock listing system from approval-based to registration-based, for another two years to Feb 29th, 2020
- Sinopec: Sees 2018 crude oil imports from the US at over 10M tons v 5.57M y/y


Australia/New Zealand
-ASX 200 opened +0.1%; closed +0.7%
- ASX 200 Telecom Index +1.1%, Energy +0.8%, REIT +1.1%, Financials +1.2%; Utilities -0.6%
- Bluescope Steel [BSL.AU] rises over 4% as H1 profits beat ests
- QBE Insurance, QBE.AU Reports FY17 (A$) Cash loss 258M v loss 215Me; Statutory net loss 1.25B* vloss 834Me
-(AU) Australia sells A$400M v A$400M indicated in 2.75% Nov 21, 2027 bonds, avgyield 2.7735% v 2.6201% prior, bid to cover 5.96x v 3.46x prior
Looking Ahead: New Zealand Jan Trade Balance due to be released on Tuesday

Other Asia
- (TW) Taiwan Central Bank Gov Chin-Long: Targeting to have financial and price stability; sees challenges from capital flows
- Taiwanese chipmaker Nanya Technology [2408.TW] rises over 1%: Plans to spend $300M on plant in China, says Taiwanese press report
-(SG) Singapore Jan Industrial Production M/M: 6.7% v 2.9%e; Y/Y: 17.9% v 7.5%e

North America
- GE Planning to restate 2016, 2017earnings; FY16 EPS to be reduced by $0.13; FY17 EPS reduced by $0.16 - 10K
-(US) Reportedly Pres Trump wants to set 24% global tariff on steel imports (inline with the Commerce Dept recommendations) – press (Friday)

Europe
- (EU) ECB's Draghi reportedly is not happy with the lack of details about Latvia scandals - press
- RealDolmen [REA.BE]: To be acquired by Gfi Informatique at €37.00/share for €196M
Looking Ahead: ECB Draghi expected to speak during NY morning

***Levels as of 01:00ET***
- Nikkei225 +1.2%, Hang Seng +0.7%; Shanghai Composite +1.1%; ASX200 +0.7%, Kospi +0.1%
- Equity Futures: S&P500 +0.1%; Nasdaq100 0.0%,Dax +0.2%; FTSE100 +0.1%
- EUR 1.2325-1.2283; JPY 107.25 -106.44; AUD 0.7878-0.7829;NZD 0.7336-0.7277
- Apr Gold +0.8% at $1,341/oz; Apr Crude Oil +0.4%at $63.81/brl; May Copper +0.5% at $3.24/lb

>>> What to look at this Week End - 24th & 25th of February 2018

Weekly Performance
Dow +0.43% S&P +0.59% Nasdaq +1.12% Russell +0.78% Canada +1.50% Mexico -0.49% Beazil +3.28% Nikkei +0.79% Hang Sng +2.46% CSI +6% Shanghai +5.09% Shenzen +5.71% EuroStoxx +0.43% FTSE -0.69% CAC+0.68% Dax+0.26% Ibex -0.10% MIB -0.55% SMI -0.43%
The holiday shortened trading week was largely uneventful in terms of major market moving headlines.Investors did return to find volatility holding near the higher levels seen over the last month. Intraday swings of 100 points or more in the Dow continued, though volumes retreated back to more normal levels and indices largely moved sideways. Earnings season wound down with retailers taking center stage, and overall the positive tone from executives extended despite a few key misses. The US 10-year yield hit a 4-year high above 2.94% after the release of Wednesday’s FOMC minutes led to speculation about the tone Fed Chair Powell may take when he testifies on Capitol Hill early next week. The Greenback bounced, garnering modest momentum when stocks sold off midweek, and then ebbed when equity buyers reemerged on Friday.

Macro :
- Goldman Says Stocks May Plunge 25% If 10-Year Yield Hits 4.5%
- U.K. Needs New Customs Treaty With European Union, Labour Says
- Nouy Says Greek Banks’ Top Priority is to Reduce New NPLs: Vima

Keep an eye on :
- AIRBNB IPO : Airbnb Founder Chesky Considers Starting an Airline: S. Times
- APC US : Anadarko Is Said to Be in Mozambique LNG Talks w/ Indian Buyers
- BRK/A US : Berkshire Fourth Quarter Operating EPS Beats Highest Estimate
- BA US : Boeing, Embraer Deal Negotiations Said to Advance: O Globo
- DAI GY : Daimler in $2 billion China investment with BAIC as Geely swoops https://t.co/YAPzcDF5cS
- DAI GY : Daimler Could Face Early Payback of EIB Loans: Welt am Sonntag
- DIS US : ‘Black Panther’ Grosses $108M in Second Weekend: Variety
- GATE SW : HNA Plans Gategroup IPO End of March, Swissport in 2Q: NZZamS
- PFG LN : Provident Financial Mulling GBP500m Rights Issue: S. Telegraph
- SIKA SW : Sika Offer for Burkard Higher Than Saint-Gobain: Tages-Anzeiger
- HO FP : Thales Wins Contracts for Australia’s OneSky Project: Herald Sun
- TOYS US : Toys R US Is Said to Seek Bids for European Arm: Sky
- NOKIA FH : Nokia CEO Says 5G Network Technology Coming Faster Than Expected
- VVT LN : Vivat CEO Is Reviewing Options Including Buyers, IPO: FD
- VIV FP : Sony Music’s Doug Morris is Said to Leave End-March: Variety
- VOW3 GY : Germany Prepares for Partial Diesel Driving Ban: Rheinische Post
- VOW3 GY : German Police Raid VW Site in Audi Emissions Scandal: Bild

>>> Barron's Summary

Barrons weekend summary: cautiouson advertising industry 

* Cover story: Barron’s 2018 Energy Roundtable featured fourexperts discussing oil, natural gas, and other energy stocks, as well as MLPs,with three of the four offering picks: Helima Croft of RBC Capital Markets,Charles Robertson of Cowen (APC, NBL), John Dowd of Fidelity Select EnergyPortfolio (EOG, HAL, PXD) and Gregory Reid of Salient MLP Complex (GEL, TRGP,SHLX). 

* Features: 1) In a previously unreported legal fight, TCI Fund Management andentities of TPG-Axon Management have sued private equity firm IREO, claiming ithasn’t been a proper guardian of their capital; 2) AMZN: Story says that economic experts, city planners, and laborleaders warn there may be a downside for the city in which the retailer buildsits second headquarters, partly because of the subsidies offered and housingshortages; 3) Cautious on Dentsu, IPG, OMC, PUB.FR, WPP, HAV.FR: Advertising giants are strugglingto improve their standing with investors, many of whom believe the agencies arelikely to be the next victims of Internet disruption.

* Tech Trader: Positive on MSFT, INTC, NVDA, MU, GOOGL, AMZN: Microsoft isdeveloping a practical quantum computer that could arrive in five years,affecting the chip, software, and cloud computing sectors. 

* Trader: Positive on AABA: Company could get a boost Tuesday when it announces astrategic update related to its stakes in BABA and Yahoo Japan, and RobSanderson of MKM Partners expects aggressive action; Positive on TWX: Shares ofthe media giant look attractive, and its strong profit outlook could limitdownside if antitrust authorities scuttle the deal with T; Positive on Stelco Holdings:After emerging from bankruptcy in November, the Canadian steel company could beone of the more compelling plays in North American steel. 

* Profile: Edward Silverstein, manager of the MacKay Shields MainStay Convertiblefund, offers investors the potential upside of owning stock with less risk byrelying on convertible securities (top 10 holdings: DISH, DHR, MCHP, WFT, BAC,LRCX, AL, NICE, PCLN, XPO); James Moriarty of Moriarty & Co. sees flatperformance ahead for U.S. stocks this year, but plenty of opportunity inoverseas markets. Follow-Up: If in its initial public offering Dropbox seeks a valuation in linewith its private-market one, the number would be about nine times trailingsales; it is also likely to emphasize certain non-GAAP financials. 

* European Trader: Bridgewater Associates’ move to increase its short positions inEuropean equities in recent weeks could founder—and might not be what it seems.

* Asian Trader: Howard Wang of JPM Asset Management in Hong Kong says investorswill likely shift back toward growth areas like tech, healthcare, and consumerdiscretionary stocks this year ( Positive on Haier, Jiangsu Hengrui, ChinaResources Phoenix, Tonghua Dongbao Pharmaceutical). 

* Emerging Markets: Investors are looking for more gains in South Africa now thatnewly elected president Cyril Ramaphosa has released a budget blueprintfocusing on restoring fiscal discipline.

* Commodities: An upcoming election in Venezuela and the possibility of U.S.sanctions could send the country’s energy sector into a tailspin. 

* Streetwise: Many school pension funds own stock in gun companies, as doindexing giants Vanguard and BLK, which are “treading carefully” in the wake ofthe recent school shooting in Florida.

9to5 : KGI: Apple to release all new high-end over-ear headphones later this yea

KGI: Apple to release all new high-end over-ear headphones later this year


KGI’s Ming-Chi Kuo today reports that Apple will release ‘high-end over-ear’ headphones in late fall ‘at the earliest’. Apparently featuring an all new design, it sounds like this is not a successor to the Beats Studio 3, but it will be Apple’s AirPods equivalent for premium over-ear headphones.

The analyst also corroborates the release of upgraded AirPods with a new case to support wireless charging and an improved W1 chip.

Last week, Bloomberg reported that new AirPods were in development. The ‘AirPods 2’ were reported to feature integrated ‘Hey Siri’ support, enabling faster activation of voice controls when using the AirPods earbuds.

Apple has already announced plans to release a new wireless charging AirPods Case as a standalone separately, which will support the upcoming AirPower mat. KGI confirms speculation that the new AirPods would be bundled with the wireless charging case as standard.

Ming-Chi Kuo says the new case will have a redesigned hinge that is more expensive to manufacture, apparently to accommodate wireless charging.

The addition of over-ear headphones to Apple’s lineup would flesh out Apple’s range of audio options, with AirPods optimized for size convenience, HomePod for high-quality home audio and the new over-ear headphones for high-quality sound on the go.

Due to the differences in form factor, the Beats Studio 3 boast better sound, longer battery life, and noise-cancelling features that the AirPods earbuds simply cannot provide.

Exact features of the Apple headphones are not detailed in today’s KGI report but it would be sensible to expect the best bits of the Beats line to transfer over.

(ZeroHedge) China To Change Constitution, Allowing Xi To Stay In

China To Change Constitution, Allowing Xi To Stay In Power Forever

In an announcement that was already expected by the general public and largely a forgone conclusion, China's Communist Party has officially cleared the way for President Xi Jinping to rule as emperor for life by announcing on Sunday that it intends to abolish a two-term constitutional limit on the presidency.

The change to the country's constitution follows the decision during last October's National People's Congress to enshrine Xi's name in the country's constitution (see "Xi Could Rule For "Decades" As China's New Leadership Team Unveiled"), making him the first living leader to be granted such an honor.In addition, the Party's appointments to the Politburo lacked a clear successor to Xi, another sign that he intends to seek a third term after the conclusion of his second term, which has only just begun.

As the NYT reports, citing local media, the Central Committee approved the amendments to the Constitution at a meeting last month. But the vague official announcement released at that time did not hint at the momentous expansion of Mr. Xi’s presidential power, which was kept secret until Sunday.
In another victory for Mr. Xi, the draft amendments to the Constitution would also add his trademark expression for his main ideas - "Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era" - into the preamble of the Constitution, as well as adding a nod to the ideological contributions of his predecessor, Mr. Hu.

The amendments are almost certain to be passed into law by the party-controlled legislature, the National People’s Congress, which holds its annual full session from March 5. The congress has never voted down a proposal from party leaders.

"Sunday’s move will make Mr. Xi much more powerful than he already was, and will dampen any remnants of resistance to his rule", said Zhang Baohui, professor of international affairs at Lingnan University in Hong Kong.

"Once people know he will serve for who knows how long, it will strengthen his power and motivate everybody to bandwagon with him," said Mr. Zhang. "Any rival will think he will be almighty."

In other words, "Dear Leader" has returned.

* * *

This historic shift was predicted by many since last fall, when Xi refused to appoint a successor as his power would begin to wane in a year or two as he entered what would've been a lame duck period for his presidency - the second half of his second term.

At the same party congress, Mr. Xi conspicuously broke with precedent by choosing not to name a pair of much younger officials to the Politburo’s ruling inner circle, the seven-member standing committee, to serve as his heirs-in-waiting. Instead, Mr. Xi chose men — no women — who were closer to his own age or older.

Mr. Xi’s strongman style has been compared to that of the Russian president, Vladimir V. Putin. But even Mr. Putin, who has amassed considerable personal power, did not try to erase his country’s constitutional limit on serving more than two consecutive terms as president as he approached that limit in 2008.

Instead, he arranged for a close adviser with limited personal influence, Dmitri A. Medvedev, to serve as president for a single term while Mr. Putin held the post of prime minister. Mr. Putin then returned to the presidency in 2012, and is running this year for re-election to another term.

Mr. Xi may now have even greater power, and the question will be how he chooses to use it.

"Xi Jinping is susceptible to making big mistakes because there are now almost no checks or balances," said Willy Lam, an adjunct professor at the Chinese University of Hong Kong who is the author of a biography of Mr. Xi in 2015. "Essentially, he has become emperor for life."

(ZH) "CalPERS Is Near Insolvency; It Needs A Bailout Soon" - Former Board Member

"CalPERS Is Near Insolvency; It Needs A Bailout Soon" - Former Board Member Makes Stunning AdmissionTwo weeks ago, in the aftermath of the February 5 volocaust, we quoted David Hunt, CEO of $1.2 trillion asset manager PGIM, who said ignore the volatility spike, the real financial timebomb was and remains public pensions: "if you were going to look for what’s the possible real crack in the financial architecture for the next crisis, rather than looking in the rearview mirror, pension funds would be on our list." 

In a brief discussion wondering what municipalities and states will do when local tax revenues decline and unemployment worsens, Hunt said "we're worried about those pension obligations.”

He is hardly alone: having reported over and over and over (and over, and over) again that public pensions are in deep trouble, two days ago none other than Steve Westly, former California controller and Calpers board member - manager of the largest public pension fund in the US, made a stunning admission, confirming everything:

"The pension crisis is inching closer by the day. CalPERS just voted to increase the amount cities must pay to the agency. Cities point to possible insolvency if payments keep rising but CalPERS is near insolvency itself. It may be reform or bailout soon."

Westly was referring to an editorial laying out "the essence" of California’s pension crisis, exposed last week when the $350 billion California Public Employees Retirement System (CalPERS) made a "relatively small change" in its amortization policy.

Specifically, the CalPERS board voted to change the period for recouping future investment losses from 30 years to 20 years. While this may not sound like much, the bottom line is that it would require the California state government and thousands of local government agencies and school districts "to ramp up their mandatory contributions to the huge trust fund."

As author Dan Walters observes, with client agencies – cities, particularly – already complaining that double-digit annual increases in CalPERS payments are driving some of them towards insolvency, the new policy - which kicks in next year - will raise those payments even more.

“What we are trying to avoid is a situation where we have a city that is already on the brink, and applying a 20-year amortization schedule would put them over the edge,” a representative of the League of California Cities, Dane Hutchings, told the CalPERS board before its vote.

CalPERS, however, has no choice because as both Walters and Westly claim, America's largest public pension fund itself is on the brink, "and the policy change is one of several steps it has taken to avoid a complete meltdown."

As we have reported previously, the Calpers system, once more than 100 percent funded, now has scarcely two-thirds of what it would need to fully cover all of the pension promises to current and future retirees. And that assumes it will hit an investment earnings target of 7%per year, that many authorities criticize as being too optimistic. 

Last In December we also reported that the increasingly panicked fund, decided to boost its stock allocation to 50% in order to raise its future liability discount rate to 7%, as any reduction in stock allocations would also lead to a lower discount rate which in turn which would require more contributions from cities, towns, school districts, etc. and could bring the whole ponzi crashing down. Amusingly, one Calpers board member argued to raise the equity allocation even higher, to 60%, so that the discount rate was greater than the current 7% in order to make the books appears "better."

Ironically, it was just a decade ago that Calpers' lofty equity allocation resulted in a staggering losses, and the current dead end. The trust fund lost about $100 billion in the Great Recession and never has fully recovered. In December 2016, Calpers voted to lower its earnings projection to 7.0% – it had been 7.5% – hoping to avoid another disaster were the economy to turn sour; since then it has been taking quiet steps to lever up its equity exposure once again.

Meanwhile, officials fear that were it to experience another big investment loss, it would pass a point of no return and never be able to pay for pension promises.

On the other hand, "protecting" CalPERS means getting more money from its client agencies, which could drive some of them into insolvency, as Hutchings said. This is not a hollow threat: three California cities have already gone bankrupt in recent years, in part because of their ever-increasing pension burdens, and payments have escalated sharply since then.

So on one hand, CalPERS is doing what it has to do to remain financially solvent, but on the other hand its self-protective steps threaten local government solvency.

That’s the crisis in a nutshell.

As Walters suggests, one way out would be to modify benefits in some way.

City officials, for instance, have suggested reducing automatic cost-of-living escalators in pensions over a certain mark, such as $100,000 a year.

However, the CalPERS board, dominated by public employee organizations and sympathetic politicians, has spurned such pleas: it is almost as if, once promised generous retirement benefits, public workers would rather take the entire system down, than see their own pensions reduced, even modestly.

“Our members have expressed frustration that you keep coming to them asking for more while at the same time not providing a lot of other options and assistance for them,” Dillon Gibbons of the California Special Districts Association told the board.

Alas, the options boild down to either taxpayers get the shaft, or public employees see their pensions reduced.

In the end, it will likely be the worst of both worlds, as taxpayers are dragged in to bailout CalPERS and other retirement funds, while retirees see huge cuts to their benefits.

And the next market crash will likely catalyze it.

Meanwhile, everyone involved is waiting for the California state Supreme Court to rule on pending pension rights cases, and were it to overturn the so-called “California rule” that bars changes in benefits, it would open the door to pension modification.

CalPERS officials are also concerned that should it become insolvent, or pension payments force some cities into bankruptcy court, it would revive long-dormant plans for a statewide pension reform ballot measure.

* * *

As Walters concludes, "This crisis will haunt California for many years to come and will be a big headache for the next governor."

Unfortunately, that is an optimistic outlook, because when the crisis really hits, it will be all American taxpayers who are on the hook to bail out the country's insolvent pension funds. It is also then that some of the deepest fissures in US society: between public and private workers, between taxpayers and benefits recipients, between the young and old, all bubble to the surface at the same time, with very violent consequences.

Recode : Sequoia and founder Drew Houston are unusually big winners in the Dropb

Sequoia and founder Drew Houston are unusually big winners in the Dropbox payday
Sequoia bought into the company when it was cheap. Here’s what that means today.

Dropbox’s CEO and its first big institutional investor have amassed an unusually large percentage of the company.

Dropbox, which unveiled its IPO documents on Friday, raised money relatively slowly on its way to its last valuation of $10 billion. What that means is that Drew Houston, one of the company’s founders, and Sequoia Capital, which cut Houston his first venture capital check, now stand to make a disproportionately largely amount of money off their file-sharing and cloud-storage project.

Houston owns 25 percent of the outstanding shares of the company, and his co-founder, Arash Ferdowsi, owns about another 10 percent.

And unlike at companies that raise more than a half-dozen rounds of outside financing before going public, Dropbox only partook in four major venture capital rounds. Fewer total rounds meant fewer new investors to dilute Houston’s and Ferdowsi’s shares.

Sequoia, which led the seed and Series A rounds for the company, currently controls 23 percent of the stock. Sequoia is represented on Dropbox’s board by Bryan Schreier.

Those were the two rounds when an investor could buy shares on cheap — after that, Dropbox’s valuation jumped from $25 million in 2008 to $4 billion just three years later in 2011, according to PitchBook.

To keep that high ownership rate in the company, Sequoia likely aggressively doubled down on its big success during those later financing rounds led by investors like Index and BlackRock.

Yet it was much more expensive to buy into an established success. Neither of those funds own more than five percent of the company today.

Recode : Twitter’s $70 million SoundCloud investment is officially wiped out

Twitter’s $70 million SoundCloud investment is officially wiped out
Jack Dorsey invested in the music streaming service in 2016; last year he wrote off the deal.

One more reminder that digital music remains a very, very difficult place to make money: Twitter has written off a $70 million investment it made in SoundCloud, the music streaming service.

Twitter put the money into SoundCloud in in 2016, via its Twitter Ventures unit, in a deal that valued the company at $700 million. Now Twitter, via its 2017 annual report, says it has written off $66.4 million it invested in SoundCloud because that money is “not expected to be recoverable within a reasonable period of time.”

Variety first reported the news. For context: Twitter generated revenue of $2.4 billion in 2017, and ended the year with $4.4 billion in cash and short-term investments.

Twitter’s SoundCloud writedown isn’t a surprise, since almost all of SoundCloud’s existing investors were crammed down in a last-ditch funding deal last summer, which also brought in a new management team.

But it should be a formal coda to Twitter’s on-off infatuation with SoundCloud. Two years before the investment, Twitter had looked at buying SoundCloud for more than $1 billion, but didn’t.

And it’s a reminder that even though consumers have embraced free and paid music streaming services, the companies that run those services generally aren’t making a profit.

For giant tech guys like Apple and Google who run streaming music as a side business, that’s probably OK. For standalone companies like Pandora and Spotify, that’s not (reminder: Spotify is planning on going public in the next couple months).

Meanwhile SoundCloud, which had been pushing a $10-a-month subscription service like the one Apple and Spotify offer, is changing its strategy.

The new plan, as outlined by CEO Kerry Trainor at our Code Media conference this month: Focus on a more limited $5-a-month plan, as well as a renewed emphasis on a subscription service SoundCloud has always sold to music creators, producers and other prosumers.