WSJ : M&A Deal Activity on Pace for Record Year

M&A Deal Activity on Pace for Record Year

Companies hunting for growth drive volume

Global mergers and acquisitions are on pace this year to hit the highest level on record, thanks to a buying spree from companies on the hunt for growth.

Takeover-deal announcements would reach $4.58 trillion this year if the current pace of activity continues, according to data provider Dealogic. That tally would comfortably exceed the $4.29 trillion notched in 2007, a record year for deal making.

There is no assurance the intensity will continue. Deals tend to beget deals, and much depends on executives’ mind-set and their stomach for risk, both of which can quickly turn. Lately, chief executives have shown a swagger when it comes to deals. But that attitude could revert to what deal makers call a “pencils down” mind-set as a result of, say, a sharp increase in interest rates, an economic downdraft or geopolitical instability.

Around this time eight years ago, deal activity was way ahead of where it is on the year now, surpassing $3 trillion compared with the $2.78 trillion of announced deals and offers so far this year. Yet volumes tapered off when the easy credit that fueled the deal market began to dry up in the summer of 2007 as the housing market cracked. The financial crisis followed.

For now, though, deal makers are in heady times. The tie-ups come as companies, after years of cost-cutting during the recession, search for ways to boost growth and find further cost savings in an overall sluggish economic environment.

Berkshire Hathaway Inc.’s $32 billion deal to buy industrial company Precision Castparts Corp., announced Monday, was the latest example of pursuit of growth through megadeal making. The takeover is the largest in Berkshire’s 50-year history and comes as Berkshire leader Warren Buffett has focused on big deals to help move the needle on growth at the $354 billion conglomerate.

Several trends are creating ripe deal-making conditions, bankers, analysts and investors say. The slowing pace of profit and revenue growth is one.

Corporate bottom lines have been squeezed this year by the soaring dollar—which makes it harder for companies to compete overseas—as well as the uneven economy and falling commodity prices.

Profit growth among companies in the S&P 500 is on track to fall 1% in the second quarter, after rising 0.9% in the first quarter, according to FactSet. Sales growth has been down in the first two quarters.

The trends mark a sharp slowdown from the years following the financial crisis, when profit and sales growth picked up speed. For all of 2014, S&P 500 company profit grew at a more brisk 5.5%, according to FactSet.

The shift is leaving investors starved for companies that can show growth. Deal making, investors say, is one way to deliver it.

“You’ve got very, very limited [revenue] growth for a lot of companies out there,” said Michael Scanlon, portfolio manager at John Hancock Asset Management, which oversees $302 billion. “The fact that they can take this cash that’s earning nothing and go out and buy something—it does help to show growth.”

Merger activity, he said, has become a popular topic in meetings with management. “Nobody wants to be that company that’s being left out.”

At the same time, the economy isn’t in free fall, which gives chief executives confidence to move ahead with acquisitions with a bit less nervousness over whether they are taking on more than they can handle. Deals can be risky, both completing them amid potential shareholder or regulatory resistance, and making them pay off.

“A low-growth macroeconomic environment, coupled with opportunities to grow by adding new business lines and customers, is driving M&A,” said Greg Weinberger, co-head of global M&A at Credit Suisse Group AG. “We are on track to match or beat the 2007 high.”

Shareholders have also been rewarding some, though not all, acquirers, a phenomenon that doesn’t go unnoticed among chief executives. Relatively cheap debt, high stock prices and hefty coffers of cash on company balance sheets have provided the tools for takeovers.

Also, some say, a potential rise in interest rates has executives eager to pounce if there is a target they have been eyeing.

Borrowing costs are widely expected to creep higher in the months and years ahead as the Federal Reserve raises short-term rates as anticipated. After years of near-zero interest rates, investors widely expect the central bank to raise rates as soon as September or December. This year, the yield on the 10-year Treasury, a widely cited benchmark for borrowing costs, has risen 0.065 point to 2.238%.

“Often the economics are quite attractive because you’re either using cash that’s earning nothing, or debt that” isn’t expensive, said Brian Angerame, a portfolio manager at ClearBridge Investments, which has $117 billion in assets under management. “You also feel this creeping sense of urgency in the back of your mind because you fear that you might not be able to get interest rates this low for some period of time.”

Mr. Angerame’s funds have benefited from deal making. One stock in his portfolio is Humana Inc., which has agreed to be acquired by Aetna Inc. for $34.1 billion in cash and stock. Humana shares have risen 30% this year.

In 2007, takeover activity slowed when credit markets seized up thanks to mortgage-related woes. The turmoil led to a slowdown in leveraged buyouts, takeovers done by financiers with a heavy dollop of borrowed money, which represented a big chunk of deals in the last boom. Deal activity for years remained suppressed as companies shied away from spending and focused on hoarding cash.

>>> US Gapping Up

Gapping up
In reaction to strong earnings/guidance
: TUBE +22.9%, ICUI +15.9%, CALL +11.7%, NSPH +10.8%, NVAX +10%, SYMC +7.2%, (also confirms the sale of Veritas to The Carlyle Group (CG) for $8 bln in cash, expects to receive ~$6.3 bln in net cash proceeds, Raises stock repurchase program to $2.6 bln), MNGA +6.9%, HALO +6.6%, REN +6.4%, SHAK +5.3%, ADRO+5.3%, AMBC +4.8%, SFXE +3.8%, MODN +3.6%, ARCO +3.6%, RAX +3.2%, PFSW +3.2%, LYV +2.9%, MACK +1.8%, JASO +1.8%, HCHC +1.7%, ANTH +1.4%, FSIC +1.2%, TWER +0.6%, WYY +0.6%

M&A news: YDLE +37.1% (Yodlee to be acquired by Envestnet (ENV) for $18.88/share, or ~$660 mln; expected to close in Q4 2015), TEX +22.8% (Terex and and Konecranes to combine in all-stock merger of equals), NTLS +22.4% (Shenandoah Telecom enters into a definitive agreement to acquire NTELOS Holdings Corp (NTLS) for $9.25/share in cash), SYA +6.7% (to be acquired by Sumitomo Life Insurance for $32.50/share in cash, or ~$3.8 bln)

Select mining stocks trading higher: KGC +3.4%, AUY +2.4%, GG +1.3%, GDX +1%, GOLD +0.9%, NEM +0.8%

Other news: AQXP +51% (cont strength), AEZS +18.8% (announces that the independent DSMB for its pivotal Phase 3 ZoptEC, will complete a second interim efficacy and safety analysis of the compound in October, 2015), TINY +16.5% (reported June 30, 2015 net asset value of $3.34 per share; Board authorized $2.5 mln stock repurchase program), NVAX +8.6% (announces positive top-line data from a Phase 2 clinical trial of its RSV F vaccine), NBG +6.1% (reports that Greece and creditors have made a deal), GOOG +5.2% (Google announces plans for new Operating Structure; to create a new company called Alphabet; Alphabet Inc. will replace Google Inc. as the publicly-traded entity and all shares of Google will automatically convert into the same number of shares of Alphabet, with all of the same rights ), DPLO +3% (to offer AstraZeneca's (AZN) IRESSA, recently approved by the FDA as a first-line therapy for a specific type of metastatic non-small cell lung cancer), RLYP +2.2% ( enters into a two-year detailing agreement with Sanofi (SNY) for Patiromer), VLTC +1.2% (cont strength)

Analyst comments: KATE +2.1% (added to Focus List at Citigroup), ECHO +0.8% (upgraded to Outperform from Neutral at Macquarie), XL +0.7% (added to Conviction Buy List at Goldman
)

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance
: AVID -21.8%, ONVO -19.7%, ARTX -18.2%, CLDX -15%, PFIE -14.2%, PBYI -12.7%, YUME -10.2%, ZBRA -10%, MM -8.8%, XON -8.5%, VIPS -6.7%, XONE -5.6%, GSAT -5.5%, TROV -5.4%, RGSE -5.1%, PRAA -5%, FRSH -4.7%, ZIOP -3.4%, HIBB -3.3%, TTWO -3.1%, DTSI -3%, ALIM -2.6%, ZGNX -2.6%, KHC-2.3%, CALA -2.1%, CARA -1.7%, BIOC -0.9%

Select metals stocks trading lower: FCX -4.5%, BHP -4.3%, RIO -3.6%, X -3.1%, VALE -2.8%, AA -2.3%

Select oil/gas related names showing early weakness: OAS -4.1%, SDRL -3.8%, SD -3%, RIG -2.4%, NOV -2.2%

Other news: WRLD -26.6% (disclosed that the staff of Consumer Financial Protection Bureau's Enforcement Office is considering recommending that the CFPB take legal action against the Company), ARTX -18.2% (filed to delay Form 10-Q; co also reported earnings), NCLH -3.6% (announced the launch of a 20 mln share secondary offering, by selling stockholders affiliated with Apollo Global Management (APO) and TPG Global), PTCT -3.1% (proposed to offer $125 mln of convertible senior notes due 2022), MHR -3% (discloses entry into a letter of intent with a private equity fund that sets out the preliminary non-binding terms and conditions of a proposed farm-out arrangement to develop certain undeveloped and unproved oil and gas leasehold acreage), POST -2.2% (announced an offering of $600 mln in senior notes due 2024 and $600 mln in senior notes due 2025; also reports an offering of $275 mln in common stock), AXTA -2.2% (announced a 30 mln share secondary offering of common stock, by selling stockholders affiliated with The Carlyle Group), ICON -2.2% (filed to delay Form 10-Q), GM -2.2% (China auto sales released), TWTR -2.1% (pulling back following yday's advance), QTS -1.7% ( announces the commencement of an underwritten public offering of 2.4 mln shares of its Class A common stock by a selling stockholder), COH -1.7% (still checking), F -1.6% (China auto sales released), ACHC -1.3% (announces a 5,033,230 mln share secondary offering of its common stock, by selling shareholders affiliated with Waud Capital Partners and Bain Capital Investors ), HSBC -1.1% (cont weakness), BABA -1.1% (pulling back following yday's advance), BFAM -0.9% (announces a secondary offering of 3 mln common stock shares)

Analyst comments: PNC -1.2% (downgraded to Underperform from Mkt Perform at Keefe Bruyette
)

(TechCrunch) Google Is Now Alphabet, But It Doesn’t Own Alphabet.com

So Google is now part of Alphabet, a new holding company that will manage Google and all of its other products. Why is the new company called Alphabet? Google/Alphabet CEO Larry Page says it’s because Alphabet means a “collection of letters that represent language, one of humanity’s most important innovations, and is the core of how we index with Google search!” But the domain name for Alphabet is abc.xyz — not alphabet.com (which is currently getting hammered with traffic it seems).

It looks like neither Google nor Alphabet own alphabet.com — BMW does. Alphabet is part of the BMW group and a business mobility solution with a focus on fleet management and financing. Alphabet was founded in 1997, so it’s unlikely that the company will give up its long-established domain name.

Alphabet International GmbH recently won the International Auto Finance Network awards. This is totally not going to get confusing.

Bonus: Google/Alphabet/abc.xyz also doesn’t own the @alphabet Twitter account — Cleveland, Ohio’s Chris Andrikanich does. You can follow Alphabet under @alphabetinc, but not @abc — because that’s owned by ABC (and @abcxyz looks like an abandoned account). And that’s actually @aIphabetinc with a capital ‘i’ — not a lower-case ‘l’ — because that’s already owned by @alphabetinc. Confused yet?

WSJ : Symantec to Sell Veritas for $8 Billion

Symantec to Sell Veritas for $8 Billion
Cybersecurity company is selling the data storage business to Carlyle-led investor group

Symantec Corp. said Tuesday that it has agreed to sell its Veritas data-storage and recovery to a group of investors led by private-equity firm Carlyle Group LP for $8 billion in cash.

Carlyle teamed up with Singapore sovereign-wealth fund GIC and other investors on the deal.

Symantec had been exploring strategic options for the business as an alternative to its plan to split into two publicly traded companies. The Wall Street Journal reported in April that Symantec had contacted private-equity firms and possible industry bidders about buying Veritas, which Symantec bought in 2005 in an all-stock deal valued around $13.5 billion.

In a news release, Chief Executive Michael A. Brown said Tuesday that the sale allows Symantec to focus on growing its security business.

Symantec, which in the late 1980s pioneered computer security with its antivirus software, last year announced it would split its cybersecurity and information-management businesses into two publicly traded companies. In January, it said the information-management company would be named Veritas Technologies Corp.

Mountain View, Calif.-based Symantec has struggled to shift its consumer-security business to subscriptions from one-time license sales.

Symantec expects $6.3 billion in cash proceeds from the sale and said it has added $1.5 billion to its share buyback program.

The deal is expected to close by Jan. 1.

Separately, Carlyle named Bill Coleman as chief executive and Bill Krause as chairman of Veritas.

>>> Google: Color on Reorganization (633.73)

--> GOOG +6% near post earnings July highs premarket near $670; GOOGL near $700

Google: Color on Reorganization

  • RBC notes Google announced that it is splitting into two companies: core Google and Alphabet. Google will include most things Internet, with core Search, Display, YouTube, Maps, Android, Chrome, Google Play, and Google Enterprise. Sundar Pichai, longtime Googler and currently the SVP of Products, will be CEO, and Ruth Porat will be CFO (also serving as the CFO of Alphabet). Alphabet will be comprised of the ‘non-core' and ‘moonshot' businesses, such as Nest, Fiber and Calico, as well as funding arms Google Ventures and Google Capital. This company will be run by Larry Page (CEO) and Sergey Brin (President). In summary, the split is a way to better focus management and provide a more nimble structure; Outperform.
  • FBR Captial notes Google announced plans to rename and reorganize its business. In their view, this represents an important step toward improved transparency and accountability, supportive of a higher valuation. Better transparency may also be interpreted as a sign that. Google is attempting to strike a better balance between its founders' interests and investors' interests. Google offers an attractive GARP media investment with an unassailable moat in search and very attractive exposure to each of the key structural growth areas of the Internet-namely, search, online video, mobile, and the app economy; Outperform.
  • Mizuho upgraded to Buy from Neutral, tgt $715. Three of their biggest concerns around Google have been 1) lack of transparency for investors; 2) an organization structure that is too large (55,000 employees) and not very nimble; and 3) the European Commission anti-trust lawsuit. With the new Alphabet Inc. holding co re-org, they believe that this is a major catalyst for the stock, and addresses their first two concerns for the company.
  • Axiom notes that while there is no operating change, the new structure, in their view, will shed light on the operating leverage in Google's core business, which has been weighed down by the moonshots and other investments, and provide transparency into these investments. The change will also provide more clarity for investors to value the stock either through an SOTP or through multiples that better reflect the growth and margin profile of the core business.
  • Pivotal Research notes Google is effectively changing its name to Alphabet and announcing that it will introduce a distinct reporting segment for many of its emerging ventures beginning with the fourth quarter. On balance, incremental transparency into Google's business is positive, although they remain uncertain as to exactly how much transparency will be provided, and therefore remain cautious on the degree to which this news should be viewed favorably; Buy.
  • Stifel upgrades GOOGL to Buy from Hold and sets target price at $850 noting Larry Page and Sergey Brin meet Warren Buffett and Charlie Munger as the Berkshire Hathaway (BRK.B) of the Internet emerges for a multi-year stock run, in firm's view. Today, co announced plans to create a new public holding company, Alphabet Inc., which will provide reporting for the core Google business as well as its smaller, more speculative segments separately. Co has recently been giving investors exactly what they've wanted, with the strong mgmt team exercising disciplined focus on value creation, and with multiple business units operating with reasonable levels of autonomy. Firm believes this combination leaves the possibility for shares to exceed the S&P 500 return for many years on the back of this new operating structure

>>> Symantec misses by $0.03, misses on revs; increases buyback; stock halted (

Symantec misses by $0.03, misses on revs; increases buyback; stock halted
Reports Q1 (Jun) earnings of $0.40 per share, $0.03 worse than the Capital IQ Consensus Estimate of $0.43; revenues fell 13.6% year/year to $1.5 bln vs the $1.53 bln consensus. Revenue was flat in Q1, adjusting for currency and an extra week in the June 2014 quarter.
  • Separately, Symantec announced a definitive agreement to sell its information management business, Veritas, to a group of investors led by The Carlyle Group for $8 billion. The deal is expected to close by January 1, 2016.
  • Increases share repurchase authorization to $2.6 billion. Intends to maintain our dividend at $0.15 per common share, which represents an increased and attractive payout ratio for a company of Symantec's size post-separation.
  • Stock is set to resume trading at 7:30 ET

>>> Google A upgrade details -- to Buy at Stifel; tgt $850

Google A upgrade details -- to Buy at Stifel; tgt $850

Stifel upgrades GOOGL to Buy from Hold and sets target price at $850 noting Larry Page and Sergey Brin meet Warren Buffett and Charlie Munger as the Berkshire Hathaway (BRK.B) of the Internet emerges for a multi-year stock run, in firm's view. Today, co announced plans to create a new public holding company, Alphabet Inc., which will provide reporting for the core Google business as well as its smaller, more speculative segments separately. Co has recently been giving investors exactly what they've wanted, with the strong mgmt team exercising disciplined focus on value creation, and with multiple business units operating with reasonable levels of autonomy. Firm believes this combination leaves the possibility for shares to exceed the S&P 500 return for many years on the back of this new operating structure

>>> Greek Agreement - First Details

*GREEK DEAL SECURES ABOUT EU85B OF FUNDING FOR COUNTRY: GOVT
*GREEK DEAL AVERTS BAIL-IN OF BANK DEPOSITS, GOVT SAYS
*GREEK DEAL REDUCES 3-YR PRIMARY SURPLUS BY EU20B, GOVT SAYS
*GREEK AGREEMENT SEES BANKS RECAPITALIZED BY END-2015: GOVT
*GREEK AGREEMENT SEES BANKS GETTING EU10B IMMEDIATELY: GOVT