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Madison Dearborn targeting larger fund raise?

Madison Dearborn Partners LLC isn't letting the current environment get in the way of fund raising, at least not according to a report in The Deal. The private equity firm is looking overseas and is including sovereign wealth funds for a new private equity fund of up to $10 billion.

This also notes that the first round of the fund closed at $4 billion in mid-April with investments from existing limited partners. But there are also reported problems in the ability to raise funds if the sources are accurate.

The Deal is citing a "a well-placed source." Perhaps a memo should be passed out around the firm with the mere message, "Loose lips sink ships."

New large private equity funds facing delays

In a report (subscription required) out of the Dow Jones LBO Wire, Carlyle Group L.P. has delayed its deadline for the fund-raising efforts for its new Carlyle Partners V LP. The delay is said to have been moved to the end of the year for it to close on its fund raising efforts. Carlyle V's original closing date was May 30, and it received investor consent to extend the final closing date to Dec. 31 at the very latest.

Fund V efforts started in 2007 and was said to have quickly held an $8 billion first closing with a target of $15 billion and a hard cap of $17 billion.

Carlyle is not the first nor the only facing delays. The Blackstone Group L.P. (NYSE: BX) and Madison Dearborn Partners both delayed the closing of private equity funds earlier this year.

Bell Canada (BCE): the battle for the last great LBO

The skulduggery of banks who want out of LBOs is already widely known, and expected. Big financial companies have tried to put the legs out from under a deal to take Clear Channel (NYSE:CCU) private, and now appear ready to take a powder on the contract to buy-out Bell Canada (NYSE:BCE).

Leaving aside the ethics of the matter, although that is hardly fair, the $51.8 billion which was offered for BCE was expensive. It was, according to the Guinness Book Of World Records and other sources, the largest deal of its kind, ever.

Now, banks, including Citigroup (NYSE:C), which does not have much of a reputation left at any level, want better terms including higher interest rates. According to The New York Times "The negotiations over the Bell Canada buyout began to fray late Friday."

Article continues at 24/7 Wall St.

M&A Update: BCE Inc. volatility elevated on deal risk

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers' Pension Plan, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The Federal Communications Commissions cleared the deal on Dec. 20.

RBC Capital says, "Financial results were in-line with expectations . . . there was nothing in the release that should worry investors in the context of the pending privatization." BCE June option implied volatility of 53 is above its 26-week average of 34 according to Track Data, suggesting larger movement.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

M&A Update: BCE Inc. volatility elevated on risk of completion of $51.2 billion deal

BCE Inc. (NYSE: BCE) is recently down 80 cents to $35.26.

BCE, Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The Federal Communications Commissions cleared the deal on Dec. 20.

BMO Capital Markets says, "we reiterate our view that BCE stock could trade down to $27 should the deal break and trade in the $30 range on a seasoned basis." BCE May option implied volatility of 48 is above its 26-week average of 31 according to Track Data, suggesting larger movement.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

M&A update: BCE volatility elevated, indicating deal concern

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share.

BCE closed at $36.23. The Canadian Radio-television and Telecommunications Commission has scheduled a Feb. 25 hearing to examine the deal. The Federal Communications Commissions cleared the deal on Dec. 20. BCE over all option implied volatility of 44 is above its 26-week average of 22 according to Track Data, suggesting larger movement.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

M&A update: BCE deal at risk

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The deal is expected to close in Q1 of 2008.

Yesterday, BCE stock closed at $37.41 per share. BMO Capital says, "we believe the deal will close as intended." BMOC also says, "the stock could trade down to the $27-30 range in the event the deal were canceled."

BCE over all option implied volatility of 36 is above its 26-week average of 20 according to Track Data, suggesting larger risk.

M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

M&A update: BCE Inc. buyout still on track

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30, 2007, it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Equity Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The deal is expected to close in Q1 of 2008. The Deal said on December 17 that the deal is "awaiting regulatory approvals; apparently on course." BCE closed at $39.17. BCE over all option implied volatility of 26 is above its 26-week average of 18 according to Track Data, suggesting larger risk.

Options Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

M&A update: BCE Inc. and Clear Channel volatility up into expected closings

BCE Inc. (NYSE: BCE), Canada's largest telecommunications company, announced on June 30 that it agreed to be acquired by an investment arm of Ontario Teachers Pension, Providence Partners and Madison Dearborn Partners for an announced deal price of $42.75 per share. The deal is expected to close in Q1 of 2008. BCE closed at $39.12. BCE March option implied volatility of 21 is above its 26-week average of 16 according to Track Data, suggesting larger risk.

Clear Channel Communications (NYSE: CCU) closed at $35.30. Thomas H. Lee Partners and Bain Capital are expected to close on their $39.20 cash bid for CCU in early 2008. CCU option implied volatility of 35 is above its 26-week average of 19 according to Track Data, suggesting larger risk.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

TOPPS saga finally over with Madsion Dearborn/Tornante victory

One of the more depraved sagas in our nation's long and pathetic history of corporate governance has come to a close.

Topps
(NYSE: TOPP), a maker of sports cards and candy, says that shareholders have approved a $9.75 per share offer from Madison Dearborn Partners and Tornante, a private equity firm controlled by Michael Eisner.

Upper Deck had offered $10.75 per share in a hostile offer, but finally withdrew the offer last month, saying the following:

...roadblocks have been created by Topps as part of a deliberate effort to discredit UD (both publicly and internally with the Topps employees upon whom UD would need to rely post-closing of this acquisition), defeat UD's offer, and justify entrenched management's continued shameless support of the less favorable Tornante/Madison Dearborn transaction. It is now abundantly clear that Topps will attempt to impede any and all reasonable efforts to consummate the UD merger, which thus cannot possibly be consummated under the current circumstances...

Although relatively small in size, the Topps buyout presented as much drama as any recent takeover battle. The company had been underperforming for years, had several angry activist hedge funds pushing for chance. When it accepted the offer from Tornante, it insisted that it was in the best interests of shareholders -- in fact it was better than offer that was more than 10% better!

Then Topps forgot to disclose that, oh, by the way, the CEO would get to stay on as a consultant newly-private company, although many shareholders had been calling for their heads for years. After a judge chastised them, they disclosed the conflict of interest in an 8-K filing.

Someday, Topps will be a Harvard Business School case study on incompetent management and bad corporate governance.

Game for Topps (TOPP) stretches into extra innings

Three proxy advisers have now spoken out against the $9.75 private equity offer for Topps Company Inc (NASDAQ: TOPP). What an ugly mess this has become -- playing out much more like a soap opera than a day at the ballpark. Let's review:
  • In March, Topps gets an offer to be acquired for $9.75 a share from an investment group led by Michael Eisner's Tornante Co. and Madison Dearborn Partners.
  • Topps agrees to the offer.
  • In May, Upper Deck steps to the plate with a $10.75 a share counter offer.
  • Yesterday, Upper Deck withdraws its offer based on "flawed" negotiations from Topps.
  • Topps files with the SEC today, saying Upper Deck misled the company with its offer.
Topps is now due to vote on the original offer from the investment group, but three proxy adviser firms -- Proxy Governance, Institutional Shareholder Services and Glass Lewis & Co, have all recommended rejecting the deal.

Wedbush Morgan said in June that they believe Topps shares are worth between $11.50 a $12.00. With that in mind, along with the proxy firms' lack of support, the chances of this deal getting done for under $10 a share are not looking realistic.

Topps shareholders urged to collect on Eisner bid

In a letter sent to its stockholders, trading card and dusty bubble gum giant Topps Inc. (NASDAQ: TOPP) is recommending its shares' owners approve a $385 million buyout bid from Madison Dearborn Partners and financier Tornante Co., run by former Disney (NYSE: DIS) head Michael Eisner.

Shareholders likely have some immediate and obvious concerns. For starters, the Tornante/Madison Dearborn offer pays $9.75 per share -- a quarter less than today's closing price of $10 even (TOPP spent most of Friday's session higher before turning down in midafternoon, closing 13 cents lower).

What's worse, the recommended deal is $1 less than an outstanding bid from privately-held rival Upper Deck. In today's letter, Topps explains:

"...the Company and its representatives continue to negotiate with the Upper Deck Company to see if a consensual transaction can be reached with respect to its $10.75 Tender Offer. However, in spite of the Board's best efforts, we have not reached a consensual transaction with Upper Deck to date..."

As BloggingBuyouts' Zac Bissonnette has noted earlier, Topps management's hangup with the Upper Deck bid is that the offer does not guarantee they'll keep their jobs -- an upside to the Eisner bid that Topps fails to mention to shareholders.

In fact, it seems Topps has failed to mention a lot to its shareholders, or so The Committee To Enhance Topps claims. The committee is comprised primarily of Delaware-based Crescendo Partners and its personnel, who collectively own about 7% of outstanding TOPP shares. Its SEC filing yesterday summarizes the multiple class-action suits against Topps and its directors, accusing the board of "'half-truths' and misleading disclosure" in its proxy statements.

"Do NOT gamble with your investment in Topps," Topps instructs shareholders, urgently noting that the Tornante/Madison Dearborn deal is in the can, just waiting to be approved. Topps shareholders vote on the deal August 30 -- will they play the safe bet?

M&A Update 8-10-07: Arbitrage deal spreads widen

CDW Computer Centers (NASDAQ: CDWC) volatility Flat as Arbitrage spread widens. CDWC is recently down 47 cents to $83.31. CDWC, a direct marketer of multi-brand information technology products and services, agreed to be acquired by Madison Dearborn for $7.3 billion cash, or $87.75 on May 30. CDWC September option implied volatility of 9 is near its 10-week average according to Track Data, suggesting flat risk.

TXU Corp (NYSE: TXU) volatility Elevated as Arbitrage spread widens. TXU, manager of a portfolio of energy business in Texas, is recently down $1.57 to $61.96. KKR & Texas Pacific announced in February the acquisition of TXU for $69.25. The deal is expected to close by year's end. TXU October option implied volatility of 30 is above its 23-week average of 13 according to Track Data, suggests large price fluctuation risk.

Nuveen Investments (NYSE: JNC) volatility at 18 into expected Autumn deal close. JNC, a provider of diversified investment services to institutional and high-net-worth investors, is recently down 80 cents to $60.40. Madison Dearborn Partners announced on June 19 the acquisition of JNC for $65 cash. JNC shareholders will meet on September 18 to vote on the proposed acquisition. JNC overall option implied volatility of 17 is near its 7-week average of 15 according to Track Data, suggesting flat risk.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

Topps (TOPP) still running from Upper Deck offer

Upper Deck has advised Topps (NASDAQ: TOPP) that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired with no request for additional information, satisfying one of the conditions of Upper Deck's tender offer for the company.

According to a press release put out by Topps:

Topps noted that it continues to negotiate with Upper Deck to see if a consensual transaction can be reached. Topps cautions, however, that there can be no assurance that a transaction will be reached with Upper Deck. The Topps Board has not withdrawn or amended its recommendation with respect to the merger agreement with The Tornante Company and Madison Dearborn Partners.

Topps is recommending that its shareholders accept the $9.75 bid from Tornante and Madison Dearborn when a $10.75 offer is on the table and the stock is currently trading at $10.14. I suppose that next we will hear the Topps is advising its shareholders to hand in their $10 bills for a five and four ones.

As I've written before on BloggingStocks, the management and board at Topps is looking more and more like a complete disgrace to corporate governance. The current management team has a deal in place allowing them to keep their jobs if Madison Dearborn and Tornante acquire the company, although most shareholders would agree that their leadership has been pathetic.

For more of my coverage of the battle for Topps, check out:

Will Eisner and Co. Collect Topps?

Upper Deck Gets Hostile in Pursuit of Topps

M&A update 7-26-07: Arbitrage spreads widen as credit market tightens

CDW Corp. (NYSE: CDWC) -- volatility Flat as Arbitrage spread widens. CDWC is recently down $0.97 to $83.86. CDWC, a direct marketer of multi-brand information technology product and services, agreed to be acquired by Madison Dearborn for $7.3 billion cash or $87.75 on 5/30/07. CDWC September option implied volatility of 11 is near its 8-week average according to Track Data, suggesting flat risk.

Biomet Inc. (NASDAQ: BMET) -- volatility Flat into expected October close. BMET a designer, manufacturer and marketer of joint replacement products is recently trading at $45.05. A consortium including Blackstone Group (NYSE: BX), Goldman Sachs Group (NYSE: GS) and Kohlberg Kravis Roberts is expected to close on its purchase of BMET for $45.50 a share in cash in late October of 2007. BMET overall option implied volatility is at 14 is near its 26-week average according to Track Data, suggesting flat price risk.

Huntsman Corp. (NYSE: HUN) -- volatility increases as credit market liquidity tightens. HUN a large chemical company, controlled by private equity investors David Matlin and Jon Huntsman, received a bid from Apollo Management for $28 cash on 7/9/07. The deal is expected to close in the summer of 2008. HUN is recently down $0.65 to $24.91. HUN January option implied volatility of 18 is above its 3-week average of 14 according to Track Data, suggesting larger price fluctuations.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

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