April 27, 2024

Archives for June 2012

Today’s Economist: Laura D’Andrea Tyson: What Must Be Done Now to Save the Euro?

4:04 p.m. | Updated

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Laura D’Andrea Tyson is a professor at the Haas School of Business at the University of California, Berkeley, and served as chairwoman of the Council of Economic Advisers under President Bill Clinton.

This week’s economic summit among European leaders has exceeded expectations. New ground has been broken in an agreement that would allow Europe’s joint rescue funds to be used to recapitalize struggling banks in European Union member states and that would establish a single bank supervisory mechanism under the European Central Bank.

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Global markets have responded with initial relief to the agreement that is designed to stem a worsening banking crisis in the euro zone, a crisis that poses an immediate and existential threat to the euro.

Although many details are still uncertain, the agreement appears to be an important step in the right direction. But much more remains to be done to put the euro on a sustainable path for the future and reverse Europe’s slide into recession and stagnation.

The economic and political crises confronting Europe’s leaders today are the result of more than three years of misdiagnosis and policy errors.

At the beginning of the crisis, Europe as a whole was in good financial health. Its current account was balanced, its government debt-to-gross domestic product ratio was lower than those of the United States and Japan and its total leverage ratio was about the same as in the United States.

Spain and Ireland were hailed for their fiscal rectitude, with far lower debt-to-G.D.P. ratios than Germany. Private investors were not worried about default risk on Spanish or Irish debt or about Italy’s chronically sizable sovereign debt, which was largely held and serviced by Italy’s high-saving citizens.

Deluded by the convergence of bond yields after the euro’s introduction and overlooking the fact that Europe lacked both a lender of last resort and an integrated fiscal authority, investors fed a private-sector credit boom in Europe’s less developed periphery countries, failing to recognize real estate bubbles in Spain and Ireland and the Greek government’s slide into insolvency.

When global growth slowed sharply and credit flows collapsed in the wake of the Great Recession, throughout the euro zone government revenues plummeted, governments were forced to socialize private-sector liabilities and government deficits soared.

With the exception of Greece, the deterioration in public finances was a symptom of the crisis, not its cause. Moreover, the deterioration was predictable: the real stock of government debt soars in the wake of recessions caused by financial crises. (Federal government debt in the United States has also increased for the same reason.)

But European leaders, spearheaded by Germany, diagnosed the problem as one of fiscal profligacy for which fiscal austerity is the essential and painful cure. According to the austerity logic, significant rapid reductions in government deficits are a precondition to restoring government credibility and investor confidence, stemming contagion, bringing down interest rates and restarting growth.

Austerity has not worked; indeed, it has been counterproductive. In countries crushed by onerous austerity targets, growth and employment have fallen, along with government revenues. Austerity has undermined, not bolstered, market confidence.

Investors, like voters, recognize that stagnation and high unemployment enlarge government deficits and debt in the short run. Markets have lost faith in the sovereign debt of Spain and Italy, and now even France is threatened. Contagion is apparent both in high government borrowing costs, driving solvent countries into insolvency, and in capital flight, driving solvent banks into insolvency.

Both Greece and Portugal are snared in classic debt traps as the interest rates on their sovereign debt have soared beyond their growth rates by considerable margins, and Spain is on the brink. France, Italy and Spain now face considerably higher interest rates on their sovereign debt than Britain, although its fiscal position is considerably worse.

Now Europe requires several complicated and politically contentious measures to stem the crisis and foster growth.

First, Europe needs immediate measures to stabilize financial markets. This week’s summit agreement appears to be an important first step. It allows resources from the 500-billion-euro rescue fund, the European Stability Fund, to be used directly to recapitalize systemically important banks.

Financially beleaguered national governments cannot do this, and lending them the funds to do so only aggravates their sovereign debt problems, as the recent bailout plan of the Spanish banks confirms. Euro-zone funds are essential to break the adverse feedback loop between sovereign debt and bank balance sheets at the national level and to stem deposit and capital flight from troubled banks. The agreement is designed to do this.

The agreement also calls for the establishment of a Europe-wide supervisory authority under the European Central Bank to approve the use of rescue funds for bank recapitalization. Longer term, Europe needs a banking union with a unified regulatory and supervisory mechanism, a unified deposit insurance plan paid for by bank fees and resolution authority under the central bank’s control.

The agreement also allows for the possibility that euro rescue funds can be used to purchase the sovereign debt and lower the borrowing costs of Italy and Spain – “virtuous” countries that are under speculative market attack as they struggle to adhere to the harsh deficit targets of Europe’s fiscal compact.

If the euro-zone rescue fund proves insufficient for these purposes – as seems likely – new euro bonds jointly backed by all members of the European Union, including Germany, should be introduced to raise additional funds. Moral hazard is the major argument against such bonds, but moral hazard can be contained both by limiting the amount and duration of such bonds and by restricting their use to nations adhering to the fiscal compact and to banks subject to supervision by the European Central Bank.

In the meantime, the European Central Bank can and should provide additional funding to ease the banking crisis through expansion of its existing long-term lending facility for banks and through possible “quantitative easing,” or the expansion of the central bank’s balance sheet to purchase bank and other private sector debt.

According to the European Union treaty, the European Central Bank is precluded from purchasing the sovereign debt of member states, so it cannot serve as a lender of last resort for them, as the Federal Reserve can and does for the United States government. An optimal single-currency area requires a lender of last resort for its member states, and Europe does not have one. This is a major institutional void that undermines the euro’s stability.

But the European Central Bank does have authority to set its interest rate, and it should cut the rate to near zero to stimulate growth in the absence of inflationary pressure.

Germany, with a modest fiscal deficit, record low interest rates on its government bonds and a huge current account surplus, primarily with its European partners, should also foster European growth through fiscal stimulus measures, including providing funds to increase euro-zone-wide infrastructure spending through the European Investment Bank and dedicated special project bonds.

Germany emphasizes the importance of structural reforms for growth — but such reforms are supply-side measures that take time. Chancellor Angela Merkel appears to have forgotten that it took more than a decade and about two trillion euros of subsidies for structural reforms to make the former East Germany competitive with the rest of Germany.

Right now, demand and access to credit are the main impediments to euro-zone growth. Moreover, structural reforms are harder to achieve in a contracting economy; they result in more transitional unemployment and wasted resources and they undermine political support.

The liberalization of national restrictions on the service sector is probably the most powerful structural reform Europe could undertake, but even Germany is doing little in this politically sensitive area.

At this week’s summit meeting, Europe’s leaders debated ambitious long-term plans for both a banking union and a fiscal union with central budgetary authority. Both kinds of unions are essential pillars for a sustainable euro in the future.

Perhaps agreement on this long-term plan will provide political cover for Germany to support the short-term measures required now: broader uses for Europe’s rescue funds, the issuing of euro bonds, more aggressive measures by the European Central Bank and a significant growth pact.

Time is running out, and immediate actions are required. The fate of the euro, the stability of global capital markets and the strength of the United States and global recoveries depend on what Europe’s leaders decide.

Article source: http://economix.blogs.nytimes.com/2012/06/29/what-must-be-done-now-to-save-the-euro/?partner=rss&emc=rss

DealBook: Coty Files to Go Public

Jennifer Lopez, with Bernd Beetz, chief of Coty, has promoted the beauty products maker for the past 10 years.Christopher Polk/Getty Images for CotyJennifer Lopez, with Bernd Beetz, chief of Coty, has promoted the beauty products maker for the past 10 years.

Coty filed to go public on Friday, revisiting a strategic plan it had formed before trying to buy Avon Products for $10.7 billion this year.

The beauty products maker hired Bank of America Merrill Lynch, JPMorgan Chase and Morgan Stanley to lead its initial offering. While the company listed a $700 million fund-raising target to determine listing fees, people briefed on the matter had previously said that it might seek to raise up to $1 billion.

By going public, Coty would give its parent, the German conglomerate Joh. A. Becker, a chance to cash out on its investment. Founded in 1904 as a perfume company, it has grown into a global seller of fragrances and high-end nail polishes, with brands promoted by the likes of Beyoncé and Jennifer Lopez.

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The company said that it earned $61.7 million in net income last year, atop $4.1 billion in revenue.

Known as a serial deal maker, Coty tried its biggest-ever transaction when it sought to buy Avon, after months of unsuccessful merger talks. Coty offered $24.75 a share, a premium to its target’s stock price.

But Avon repeatedly rebuffed the proposal, insisting on managing a turnaround on its own and hiring a veteran Johnson Johnson executive as its chief executive. Coty walked away in late May.

Article source: http://dealbook.nytimes.com/2012/06/29/coty-files-to-go-public/?partner=rss&emc=rss

DealBook: Melrose Agrees to Buy German Utility Meter Manufacturer for $2.3 Billion

LONDON – The British investment company Melrose agreed on Friday to buy the Elster Group, a German utility meter manufacturer, for $2.3 billion.

Melrose, a London-based firm that specializes in acquiring underperforming manufacturing businesses, said it would offer investors in Elster $20.50 a share for the German company, a 48.6 percent premium on Elster’s closing share price on June 11 before the deal was first reported.

Elster, listed on the New York Stock Exchange in 2010, was previously owned by the private equity firm CVC Capital Partners, which bought the German company in 2005.

Europe’s sluggish economy has hurt many of the Continent’s companies, particularly in industries that are reliant on consumer spending.

Elster, which manufacturers meters for the electricity, gas and water industries, had announced a cost-cutting program as part of its efforts to tackle the economic downturn in Europe. Melrose expects to invest in Elster’s main business areas, as well as extract further cost savings from the company’s already announced restructuring plan.

“We believe that Elster is an excellent fit with the Melrose acquisition criteria,” Melrose’s chief executive, Simon Peckham, said in a statement. “Elster is a high quality business with strong end markets and the potential for significant development and improvement under Melrose management.”

Elster’s largest shareholder, Rembrandt Holdings, previously said it had reached an agreement with Melrose to sell its stake in the German company to Melrose.

Melrose said it would finance the deal through new debt and a rights issue of around $1.87 billion. Investors have already subscribed to around 60 percent of the rights issue, according to a person with direct knowledge of the deal.

Melrose’s rights issue is expected to be completed by the end of July. The deal for Elster is expected to close by Aug 31.

JPMorgan advised Melrose on the deal, and is underwriting the rights issue with Investec, Barclays, HSBC and Royal Bank of Canada. Rothschild and Deutsche Bank advised Elster.

Article source: http://dealbook.nytimes.com/2012/06/29/melrose-agrees-to-buy-german-utility-meter-manufacturer-for-2-3-billion/?partner=rss&emc=rss

Media Decoder: Sony Closes Its Acquisition of EMI Music Publishing

7:38 p.m. | Updated An investor group led by Sony closed its $2.2 billion acquisition of EMI Music Publishing on Friday, creating a giant force in music publishing, the unglamorous but lucrative side of the music business that deals with songwriting rights.

The deal will give Sony control over a catalog of more than two million songs, and a global market share of about 31 percent, nine points above that of Universal, its closest competitor, according to an estimate by the trade publication Music and Copyright.

Sony’s new catalog will include the 750,000 tracks — including 251 by the Beatles — that are controlled by Sony/ATV, the company’s joint venture with the estate of Michael Jackson. It will also include 1.3 million from EMI, with Motown hits, chestnuts like “Have Yourself a Merry Little Christmas” and songs by contemporary stars like Norah Jones, Kanye West and Amy Winehouse.

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Martin Bandier, Big Music Publisher Who Just Got Bigger

The deal just completed between Sony and EMI Publishing reunites Mr. Bandier, the chairman of Sony’s current publishing arm, Sony/ATV, with the EMI catalog, which he ran until 2007.

The financial structure of the deal is complex, and while Sony will administer the EMI catalog through Sony/ATV, its deal with Jackson requires that EMI Publishing remain a separate company. Sony and the Jackson estate will have a 38 percent stake. The other investors are the sovereign wealth fund Mubadala of Abu Dhabi, Jynwel Capital of Hong Kong, Blackstone’s GSO Capital Partners and the Hollywood mogul David Geffen.

The royalties and licensing fees from publishing rights are often seen as the most stable side of the music business, offsetting the more tumultuous fortunes of record companies. Sony’s music divisions, which have turned a modest profit, have also stood out in the larger corporation, whose electronics divisions have contributed to billions in losses.

“Music publishing, along with the rest of our entertainment companies, has been a bright spot in our business portfolio, and we expect that trend to continue with this important acquisition,” Kazuo Hirai, Sony’s president and chief executive, said in a statement.

Sony’s deal was one of two reached by Citigroup in November, which took possession of EMI in early 2011 after the private equity firm Terra Firma defaulted on its debt.

In the parallel sale of EMI’s recorded-music division — which includes albums by the Beatles, the Beach Boys and hundreds of other acts — the Universal Music Group bid $1.9 billion. That deal is still under review in Europe and the United States.

Sony’s catalog includes music from stars like Norah Jones.Jason Szenes/European Pressphoto AgencySony’s catalog includes music from stars like Norah Jones.

While independent groups have opposed both EMI sales, saying that they would result in too much market concentration, the publishing deal was seen as an easier sell to regulators, given Sony’s minority investment and the more fragmented nature of the publishing market.

Sony’s deal will also reunite Martin N. Bandier, the chairman of Sony/ATV, with the EMI publishing catalog, which he built over 17 years until he left the company for Sony in 2007. While Sony/ATV and EMI will be separate entities, Mr. Bandier made it clear in an interview that he intended to run them as one collection of songs.

“At end of the day we are going to be one homogeneous company with one person — myself — running it,” Mr. Bandier said.


Ben Sisario writes about the music industry. Follow @sisario on Twitter.

Article source: http://mediadecoder.blogs.nytimes.com/2012/06/29/passing-final-hurdle-sonys-deal-for-emi-publishing-is-approved-by-u-s/?partner=rss&emc=rss

DealBook: Anheuser-Busch InBev Buys Rest of Grupo Modelo, Maker of Corona Beer

11:40 p.m. | Updated

Anheuser-Busch InBev agreed on Friday to buy the share of Grupo Modelo that it did not already own for $20.1 billion, concluding a multiyear effort to take full control of the maker of Corona Extra beer.

The deal will solidify Anheuser-Busch InBev’s position as the world’s biggest brewer and as one of the industry’s most tenacious consolidators. The deal, the second-biggest in the company’s history, will add Corona to a stable of brands that already includes Budweiser and Stella Artois.

The deal is one of the biggest announced transactions in recent months. Merger activity has largely slowed, as the confidence of corporate executives and boards has been shaken by the European fiscal crisis and the uncertain domestic economy.

If approved by shareholders, the deal will finally unite the two companies. They have shared a bond since 1993, when Anheuser Busch first took a stake in Modelo. It eventually built up a 50 percent economic stake in the Mexican brewer.

The combined company would have $47 billion in annual revenue, with operations in 24 countries and 150,000 employees. The merger is expected to generate about $600 million in annual cost savings. And it would give Anheuser-Busch InBev access to Mexico’s fast-expanding domestic market.

“This transaction is a natural next step in the relationship,” Carlos Brito, Anheuser-Busch InBev’s chief executive, said in a telephone interview on Friday.

Those ties have frayed at times. When InBev purchased Anheuser Busch in 2008, Modelo argued that the deal broke contractual agreements that it had with the American beer maker. An arbitration panel ruled in Anheuser-Busch InBev’s favor in 2010, eventually setting the stage for Friday’s merger announcement.

Under the terms of the deal, Anheuser-Busch InBev will pay $9.15 a share, a 30 percent premium to the company’s closing price on June 22, before the deal was reported.

The transaction will involve a number of steps. Modelo will absorb several subsidiaries, including Dirección de Fábricas, a local glass bottle manufacturer largely dedicated to the company, to help streamline its corporate structure.

To help secure the support of Modelo’s controlling families, Anheuser-Busch InBev agreed to a number of steps that would preserve the Mexican brewer’s identity. Modelo will continue to be based in Mexico City and will have a local board, while two of the company’s directors will join its new parent’s board.

Perhaps the most notable step is the sale of Modelo’s 50 percent stake in Crown Imports, a joint venture with Constellation Brands that imports Corona into the United States. Constellation will buy the stake for $1.85 billion, in an effort to satisfy antitrust concerns.

While some analysts have raised questions about tough antitrust scrutiny, Mr. Brito argued that the Crown deal should soothe such fears. He pointed to examples of competitors sharing ties in creating certain products, like Pabst Blue Ribbon beer being brewed and distributed by MillerCoors.

“This kind of relationship is common in this industry,” he said.

Anheuser expects to pay for the takeover through cash on hand and $14 billion in bank loans.

The deal is expected to close by the first quarter of next year.

Article source: http://dealbook.nytimes.com/2012/06/29/the-beer-wars-heat-up-with-modelo-deal/?partner=rss&emc=rss

DealBook: Peter Madoff Says He Didn’t Know About the Fraud

Peter B. Madoff, right, pleaded guilty to criminal actions that enabled his brother, Bernard L. Madoff, to carry out a Ponzi scheme.John Marshall Mantel for The New York TimesPeter B. Madoff, right, pleaded guilty to criminal actions that enabled his brother, Bernard L. Madoff, to carry out a Ponzi scheme.

Peter B. Madoff, the former No. 2 executive at Bernard L. Madoff Securities, stood before a judge on Friday and admitted to committing numerous crimes.

He avoided paying taxes on tens of millions of dollars in income, he said. He put his wife on the firm payroll even though she never worked there. He submitted false filings to securities regulators.

But he also emphasized that at no time was he aware that his brother, Bernard, was orchestrating the largest Ponzi scheme in history, wiping out $65 billion in paper wealth and shattering lives around the globe.

“I was in shock, and my world was destroyed,” said Peter Madoff, describing his reaction when his brother told him about the fraud in December 2008. “I always looked up to and admired him.”

Later in the hearing he said, “I truly believed my brother was a brilliant trader.”

In a deal cut with prosecutors before his court appearance, Peter Madoff, 66, agreed to serve 10 years in prison, a sentence that still requires a judge’s approval. He has also agreed to forfeit all of his assets, including the proceeds from the sale of a co-op on the Upper East Side of Manhattan; two homes on Long Island and one in Palm Beach, Fla.; and a 1995 Ferrari 355 Spyder.

Judge Laura Taylor Swain of United States District Court in Manhattan accepted the plea, and set him free on bail until his Oct. 4 sentencing. He and his wife, Marion, must turn over their passports and remain in the New York metropolitan area, the judge ordered.

The 10-year sentence was a point of contention between federal prosecutors and the Federal Bureau of Investigation. After Peter Madoff struck the deal with prosecutors, some officials at the F.B.I. questioned whether he got off too easy, according to people close to the case.

Preet Bharara, the top federal prosecutor in New York, addressed the severity of the sentence in a statement on Friday, casting the penalty as steep. Peter Madoff “will now be jailed well into old age, and he will forfeit virtually every penny he has,” Mr. Bharara said. A dispute also emerged about the early-morning arrest. The F.B.I. dispatched agents to arrest Peter Madoff at his lawyer’s office in Manhattan, and later drove him past a crowd of television cameras. Some officials wondered if the show was necessary since he had already agreed to plead guilty.

The conflict reflected the broader tension over high profile convictions. The tensions have grown as Mr. Bharara, has raised his profile after a series of successful prosecutions. The F.B.I., which builds the cases that Mr. Bharara’s office ultimately prosecutes, has played a more anonymous role in the crackdown on financial crime.

“There may be disagreements along the way, but at the end of the day both offices are happy with this result,” said Timothy Flannelly, a spokesman for the F.B.I.’s New York branch.

On Friday, the F.B.I. also highlighted Peter Madoff’s role as a “chief architect” of the Madoff empire.

“Peter Madoff played an essential enabling role in the largest investment fraud in U.S. history,” Janice K. Fedarcyk, an assistant director of the F.B.I., said in a statement.

Peter Madoff acknowledged that, despite his role as the firm’s top legal and compliance officer, he failed to perform any meaningful oversight of his brother’s investment activities, enabling a fraud that played out for decades, during which he was considered among Wall Street’s most highly regarded money managers.

“I am deeply ashamed of my actions,” Peter Madoff, reading from notes in a gravelly voice reminiscent of his brother’s, said at the hearing before Judge Swain.

“I want to apologize to anyone who was harmed and to my family, and I’m here today to take responsibility for my conduct,” he said, choking back tears.

Although Bernard Madoff has maintained that he acted alone, prosecutors have charged 13 others in connection with the case, including the office secretary and an outside accountant. Peter Madoff is the eighth person to plead guilty; five others await trial before Judge Swain.

While it did not match the pandemonium surrounding Bernard Madoff’s court appearances, there was a circuslike atmosphere at the courthouse on Friday. Photographers and cameramen crowded the entrance, hoping to get a shot of the defendant. Spectators packed the courtroom, including a group of summer interns from the United States attorney’s office.

Peter Madoff’s guilty plea comes three years to the day after Bernard Madoff, 74, received a 150-year prison sentence, which he is serving at a federal prison in North Carolina. Peter, who worked for his brother for nearly 40 years, is the first relative to plead guilty to crimes connected to the Ponzi scheme.

“Peter Madoff helped Bernie Madoff create the image of a functioning compliance program purportedly overseen by sophisticated financial professionals,” said Robert Khuzami, the director of enforcement at the Securities and Exchange Commission, which filed a parallel civil case.

Prosecutors said that Peter Madoff deceived regulators by submitting sham paperwork that vastly underreported the firm’s assets and number of investors. The firm’s filings, signed off on by Peter, said it had 23 client accounts, when in fact it had more than 4,000. These misrepresentations helped Bernard Madoff avoid scrutiny, the government said.

The charges against Peter Madoff included falsifying documents and filing fraudulent tax returns. Prosecutors said that from 1998 to 2009, Peter Madoff and his family received more than $40 million from the firm, on which he did not pay any taxes. He avoided the detection of tax authorities by disguising those payments as loans or backdated stock trades, the government said.

Peter Madoff also acknowledged on Friday that, for years, his wife was paid more than $100,000 annually for a no-show job at the firm.

There had been speculation that Peter Madoff’s deal with the government included a promise by authorities to not bring any charges against his and Marion’s daughter, Shana Madoff Swanson, a lawyer at the firm. But his plea agreement does not protect anyone else from potential criminal charges, according to the plea agreement.

Mark W. Smith, a lawyer for Ms. Madoff Swanson, did not return a request for comment.

In his guilty plea, Peter Madoff described how on the day after learning about the Ponzi scheme, he assisted Bernard Madoff in sending out $300 million to employees, family and friends before Bernard turned himself in. He told the judge why he had committed this crime.

“I did as my brother said,” Peter explained, “as I’d consistently done for decades.

Article source: http://dealbook.nytimes.com/2012/06/29/in-guilty-plea-peter-madoff-says-he-didnt-know-about-the-fraud/?partner=rss&emc=rss

DealBook: Credit Suisse Expects Profit in Second Quarter

Credit SuisseArnd Wiegmann/ReutersCredit Suisse will announce its quarterly figures on July 26.

LONDON – Credit Suisse moved to calm investors’ fears on Friday by announcing it expected to report a second-quarter profit.

The European financial giant did not provide specifics on its quarterly figures, which will be announced on July 26.

The statement comes a week after Credit Suisse responded to calls from Switzerland’s central bank that the Swiss firm should increase its capital reserves this year because of Europe’s debt crisis.

The Swiss National Bank had singled out Credit Suisse in its annual financial stability report as a bank that needs to “significantly expand its loss-absorbing capital during the current year.” The country’s central bank said Credit Suisse’s local rival, UBS, should just continue with its efforts to strengthen its capital, the central bank said.

Credit Suisse dismissed the regulator’s calls to strengthen the bank’s cash buffers.

“The Board is confident that management’s plans will continue to ensure that Credit Suisse not only fulfills, but exceeds its regulatory capital requirements,” the bank said in a statement on June 22.

In early afternoon trading, the bank’s share price rose 5.5 percent, as investors reacted positively to Credit Suisse’s announcement that it was profitable in the second quarter of 2012.

Like many of Europe’s largest banks, Credit Suisse has suffered from a reduction of trading activity and a fall in consumer and corporate spending amid the global financial crisis.

The Swiss bank’s profit in the first three months of the year fell to 44 million Swiss francs,or $46 million, from 1.1 billion francs in the first quarter of 2011, mostly because of charges on the value on its own debt.

Article source: http://dealbook.nytimes.com/2012/06/29/credit-suisse-expects-profit-in-second-quarter/?partner=rss&emc=rss

DealBook: Brewer to Buy Remaining Stake in Grupo Modelo

Carlos Brito, chief of Anheuser-Busch InBev, the world's largest brewer.Sebastien Pirlet/ReutersCarlos Brito, chief of Anheuser-Busch InBev, the world’s largest brewer.

Anheuser-Busch InBev agreed on Friday to buy the half of the Mexican brewer Grupo Modelo it does not already own for $20.1 billion, the latest deal in the fast-consolidating global brewing industry.

Anheuser-Busch InBev, whose brands include Budweiser and Stella Artois, said it will pay $9.15 for each share of Grupo Modelo, a 30 percent premium to the company’s closing share price on June 22 before the deal was first reported.

The brewers said the deal would create a company with combined annual revenue of $47 billion with operations in 24 countries and 150,000 employees.

The acquisition would allow the company to expand Grupo Modelo’s brands, like Corona, into new countries worldwide, while giving Anheuser-Busch InBev access to Mexico’s fast-expanding domestic market, according to a joint statement from the companies.

“There is tremendous opportunity from combining two leading brand portfolios and further expanding Grupo Modelo’s brands worldwide,” said Carlos Brito, chief executive of Anheuser-Busch InBev.

Under the terms of the deal, Grupo Modelo will sell its 50 percent stake in Crown Imports, a joint venture with the wine and spirits company Constellation Brands, for $1.85 billion. After the deal, Constellation Brands will own 100 percent of Crown Imports.

As part of an effort to streamline Grupo Modelo’s ownership structure, Diblo, the holding company for the Mexican brewer’s operating subsidiaries, and Dirección de Fábricas, a local glass bottle manufacturer largely dedicated to Grupo Modelo, also will be merged into Grupo Modelo for newly issued shares in the brewer.

The acquisition of Grupo Modelo follows Anheuser-Busch InBev’s announcement in April that it was taking a controlling stake in the Caribbean drinks maker Cerveceria Nacional Dominicana for $1.2 billion.

The deal, which valued the C.N.D. at about $2.5 billion, strengthened Anheuser-Busch InBev’s presence across the Caribbean. The company plans to expand C.N.D.’s beer, malt and soft drink businesses in the Dominican Republic, Antigua, Saint Vincent and Dominica. C.N.D.’s brands include Presidente beer.

Anheuser-Busch InBev was formed in 2008 when the Belgian-Brazilian brewing company InBev acquired Anheuser-Busch for around $52 billion. The deal gave the newly named Anheuser-Busch InBev a 50 percent stake in Grupo Modelo.

The Grupo Modelo deal is the Anheuser-Busch InBev’s second-biggest takeover, trailing only the 2008 transformational acquisition of Anheuser-Busch. It also represents one of the largest transactions announced so far this year at a time when takeover activity has slowed, as concern about the global economy has sapped corporate confidence.

Anheuser-Busch InBev said it would pay for the remaining stake Grupo Modelo that it did not already own through cash reserves and a new $14 billion credit facility.

The companies said the deal would lead to around $600 million of annual cost savings. The acquisition is expected to close in the first quarter of 2013.

Lazard and the law firms Skadden, Arps, Slate, Meagher Flom, Sullivan Cromwell and Freshfields Bruckhaus Deringer advised Anheuser-Busch InBev on the deal, while Morgan Stanley and the law firm Cravath Swaine Moore advised Grupo Modelo.

Article source: http://dealbook.nytimes.com/2012/06/29/anheuser-busch-inbev-to-buy-remaining-stake-in-grupo-modelo-for-20-1-billion/?partner=rss&emc=rss

DealBook: F.B.I. Arrests Madoff’s Brother

Peter Madoff was driven to Federal District Court in Manhattan on Friday to plead guilty to criminal charges.Andrew Gombert/European Pressphoto AgencyPeter Madoff was driven to Federal District Court in Manhattan on Friday to plead guilty to criminal charges.

1:00 p.m. | Updated

Peter B. Madoff, who was arrested early Friday, pleaded guilty to criminal actions that enabled his brother, Bernard L. Madoff, to carry out the largest Ponzi scheme in history.

While Peter Madoff, 66, acknowledged wrongdoing, he said in the hearing at the Federal District Court in Manhattan that he did not know of the fraud that wiped out about $65 billion in paper wealth.

The formal charges against Peter Madoff, 66, included falsifying documents, filing false tax returns and lying to regulators. Prosecutors said that from 1998 to 2009, Peter Madoff, who served as the senior legal and compliance officer for his brother’s firm, received $40 million from the firm, on which he didn’t pay taxes. He avoided government detection by disguising those payments as loans or backdated stock trades, according to prosecutors.

“I am deeply ashamed of my actions. I want to apologize to anyone who I harmed and to my family,” Peter Madoff said, choking back tears, at the hearing. “I’m here today to take responsibility for my conduct.”

Earlier on Friday, the Federal Bureau of Investigation arrested Peter Madoff at his lawyer’s office in Manhattan, according to a spokesman for the agency. At the federal court, he was unaccompanied by family members. No victims in the Madoff scheme spoke at the hearing.

As part of his guilty plea, Peter Madoff has agreed to a 10-year prison term. He has also agreed to forfeit $143 billion, a penalty that is based on the size of the fraud rather than his ability to pay. The sum is an indication that the government will seize all of his money.

There had been some speculation that Peter Madoff’s deal with the government included a promise by prosecutors to not bring any charges against his daughter, Shana Madoff Swanson, who also served as a lawyer and compliance officer at the firm. But his plea agreement does not protect anyone else from potential criminal charges, according to people briefed on the matter.

Bernard Madoff has served three years of a 150-year prison term at a federal prison in North Carolina after confessing to running the Ponzi scheme.

 

Article source: http://dealbook.nytimes.com/2012/06/29/brother-of-bernard-madoff-arrested/?partner=rss&emc=rss

DealBook: Glencore’s Pay Concessions Fail to Appease Investors

A Glencore International coal mine in Colombia.Glencore International, via Bloomberg News A Glencore International coal mine in Colombia.

LONDON — Investors are still not convinced that Glencore International will pull off its $24 billion deal to buy the piece of the mining giant Xstrata it does not already own.

Late on Wednesday, the companies made changes to the incentive pay for Xstrata executives, in an effort to appease shareholders who have said the bid is too low and the retention packages are too high.

But shares of both companies fell more than 1 percent on Thursday, extending a drop from Wednesday.

As part of the initial merger agreement, 73 Xstrata executives were set to receive a combined £172.8 million ($269 million). Xstrata’s chief executive, Mick Davis, who would run the combined company, was to receive £28.8 million over three years.

Those retention packages prompted an investor revolt. Qatar Holding, which is one of Xstrata’s largest shareholders, said on Tuesday that it had informed Glencore it was “seeking improved merger terms.”

John Bond, Xstrata’s chairman, said the company had consulted with major shareholders and they have “raised concerns about the proposed structure of the retention arrangements. In particular, they have asked us to consider awarding shares instead of cash and to include a performance condition at the executive level.”

Now, the two companies want to tie the payouts to performance.

The revised incentive awards would be paid entirely in shares in the combined group and would be “subject to performance criteria,” according to the company.
Retention awards for Xstrata’s executive committee would also be “subject to the realization of additional cost savings arising from the merger.” The retention awards would only vest in full if $300 million of cost savings over two years would be achieved, Xstrata said.

Article source: http://dealbook.nytimes.com/2012/06/28/glencore-concessions-fail-to-appease-some-investors/?partner=rss&emc=rss