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Risk arbitrage: July 25, 2011

by Scott Stuart  |  Published July 22, 2011 at 1:00 PM

Southern Union Co. |SUG120108 YE arbTS.png
Energy Transfer Equity LP |ETE

Deal value $5.5 billion

Spread 07/19/11 -30 cents, or -0.6%

Bidding for natural gas distributor Southern Union Co. may not have concluded, but Energy Transfer Equity LP took the lead July 19 with a renewed $44.25 cash-and-stock offer to trump a $44 all-cash bid by Williams Cos.

Williams is thought to have the stronger balance sheet, so a revised spoiler bid could be in the offing.

However, the latest cash-and-stock offer has support from the Southern board and 14% of the shareholder base. ETE said its deal structure improved tax efficiency, allowing it to raise its price.

Williams' prior offer included due diligence because the Southern Union board considered its interest potentially superior to the initial ETE deal. Williams said at that time that based on due diligence, its revised forecasts and synergy estimates allowed it to offer a premium to Southern Union shareholders.

The market is looking for another bid from Williams.

Neither proposal is subject to financing, but both deals would be subject to scrutiny by the Federal Trade Commission. Williams says it is committed to taking necessary actions to obtain federal antitrust clearance and will provide the same degree of regulatory certainty as the proposed ETE deal.

Leap Wireless International Inc. |LEAP
Pentwater Capital Management LP

Market capitalization $1.14 billion

Market cap on MetroPCS offer $3.6 billion

Proxy adviser Glass, Lewis & Co. LLC recommended that shareholders of Leap Wireless International Inc. vote in favor of the company's director nominees over the dissident slate presented by Pentwater Capital Management LP at a shareholder meeting on July 28.

Pentwater owns 3% of Leap and is pressing for a change to the board. Leap has resisted Pentwater's nominees, and in June the Chicago hedge fund filed a lawsuit in Delaware to force recognition of its nominees. That claim will not be heard before the annual meeting.

Leap says Glass Lewis described Pentwater's presentations as less concrete than those put forth by the current board. Pentwater has owned as much as 5% of Leap in the past year, and Glass Lewis argues that Pentwater's trading raises doubts about the fund's long-term interest in the company.

The analysis Pentwater has put forward in support of its position compares the performance of Leap unfavorably to MetroPCS Communications Inc., which has been a potential merger partner.

In September 2007, MetroPCS made an unsolicited bid to acquire Leap in a stock exchange at 2.75 of a MetroPCS share for each share of Leap.

Those terms would value Leap today at about $46. Leap shares traded July 18 at $16.75.

Both companies offer unlimited wireless minutes for a fixed monthly fee without long-term contracts, and the combination would create a stronger national competitor to larger wireless operators.

MetroPCS has said in recent months that it still has Leap on its radar.

Dollar Thrifty Automotive Group Inc. |DTG
Hertz Global Holdings Inc. |HTZ

Deal value $2 billion

Spread 07/18/11 -$2.25, or -3.1%

Hertz Global Holdings Inc. refiled its application for antitrust approval for its offer to buy Dollar Thrifty Automotive Group Inc.

The Federal Trade Commission has until July 29 to clear it or issue a second request for information extending the review. Rival bidder Avis Budget Group Inc. missed projected deadlines for the completion of a prolonged antitrust review in its effort to acquire the car rental business. Avis continues to battle Hertz for Dollar Thrifty.

Hertz seems to be four to six weeks from closing its antitrust process. That puts it in talks with Dollar Thrifty shareholders, and a deal price will have to be in the $80 a share range, a source says.

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Tags: Dollar Thrifty Automotive Group Inc. | Energy Transfer Equity LP | Glass Lewis & Co. LLC | Hertz Global Holdings Inc. | Leap Wireless International Inc. | Pentwater Capital Management LP | Southern Union Co.
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