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Facebook: Higher price, Instagram delay

Facebook changes some numbers ahead of its IPO.

FORTUNE — Facebook today filed an amended S-1 document with the SEC, just days before its highly-anticipated IPO. Here are the highlights:

* The price range has been increased from $28-$35 per share to $34-$38 per share. Still a fairly wide range for this late in the game, and a bit lower than the $35-$40 per share we had been hearing.

*  This means the company’s initial market cap would be approximately $81.25 billion, were it to price at the top of its range ($38 per share). When outstanding share count is calculated, the market cap would be $107 billion.

* At the top of its range, Facebook would raise around $12.82 billion through the IPO.

* Even at $38 per share, Facebook stock would be valued lower than where it occasionally traded on the private secondary markets. Earlier this year, for example, it hit $40.

* Facebook originally had said that it expected its purchase of Instagram to close in Q2, but now just says it expects the deal to close sometime in 2012, pending regulatory approvals. There have been reports that the FTC is taking a close look at the deal, to determine if it violates anti-competitive rules. Were the deal to fail, Facebook would owe Instagram a $200 million termination fee.

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Filed under: Term Sheet

May 16 2012 | Posted in Finance Blog | Read More »

Charlotte after the bank crisis: ‘Just fine, and you?’

Preparing to host the Democratic convention, the nation’s other financial hub looks beyond its wounded institutions.

By Ken Otterbourg, contributor

The skyline of downtown Charlotte is dominated by the Bank of America Corporate Center.

The skyline of downtown Charlotte is dominated by the Bank of America Corporate Center.

FORTUNE — Charlotte is a corporate town. Counting its suburbs, it’s still home to eight Fortune 500 companies, thank you very much. It’s still very much the country’s other banking center. But to make sense of what’s happened here in the past four years — the bust, the bottom, and what comes next — the best place to begin isn’t at the junction of Trade and Tryon streets downtown (the city’s Tigris and Euphrates) or even in the gleaming office parks a stone’s throw from the South Carolina state line.

Instead, let’s head down the scrappy jangle of Wilkinson Boulevard to the Hyatt Gun Shop, which calls itself the nation’s largest independent gun store. Larry Hyatt, the owner, is a friendly and perceptive man who is never without his cellphone or hammerless Smith & Wesson. In the go-go days before the economy went south, Hyatt had a booming trade selling high-end shotguns to the bankers who called, and still call, Charlotte home. When that business tailed off in 2007, he said it was the canary in the coal mine.

But a gun store that has thrived for 53 years is an adaptable business, and Hyatt soon found a big seller in gun safes. They weren’t just for storing rifles. This time they were for holding money. “People wanted something safer outside of the banks,” he says.

Outside of the banks. It’s a concept that was once unimaginable here. Like Detroit outside of cars. Or Vegas outside of gambling. Two big banks — Bank of America (No. 13) and Wachovia — put Charlotte on the map, creating a first-class, if not world-class, city out of a place without a harbor, a river, or a major research university. Then they stumbled, each dragged down by the recession and one deal too many. Wachovia was sold to Wells Fargo (No. 26). Bank of America may be too big to fail, but it’s an institution still under intense scrutiny from investors and regulators.

From the city’s financial heart, the pain and uncertainty spread like a stain across the region, from the working-class towns of China Grove and Gastonia to the McMansions that line Lake Norman. Unemployment soared. So did foreclosures. It was as if the whole land — the concrete and steel, the red dirt and the endless brick — was holding its breath, just waiting for the other shoe to drop.

More: Fortune 500 biggest stock losers

And then it didn’t. Charlotte isn’t fully recovered yet, but the bulldozers and cranes have returned. The great migration from the Rustbelt that helped fuel its growth has resumed. Even the Dean & Deluca is expanding. Maybe next year even Michael Jordan’s hapless Bobcats will win.

The gyrations have brought a dose of humility and new thinking to a swaggering region that had come to believe in the infallibility of its largest corporate citizens and perhaps relied too heavily on them for direction. Charlotte’s rebound is also part of the larger national debate taking place about the proper role of government in rebuilding the economy.

This is just the kind of narrative that fits in with President Obama’s bid for reelection, and it’s against this backdrop that 6,000 delegates and another 30,000 or so hangers-on will descend on Charlotte in early September for the Democratic National Convention. Obama carried the state by a mere 14,000 votes in 2008, and it’s hard to imagine a road to his reelection that doesn’t run through North Carolina. How much does he need the state? Enough that he’s willing to give his acceptance speech at Bank of America Stadium.

Given the comments that the President occasionally tosses around about the conduct of the big banks, there’s some irony in this, but Charlotte isn’t a particularly ironic place. It’s more transactional, as befits a community without any counterweight to commerce. Howard Levine, the chairman of Family Dollar (No. 301) (FDO), the big discount retailer whose headquarters are just beyond the city limits in Matthews, prefers to see the President’s decision as a symbol of reconciliation. “Maybe’s he’s signaling that we all need to move on as a country, not just the city of Charlotte, but as a country.”

The Hyatt Gun Shop

The Hyatt Gun Shop

And there you have the essence of Charlotte. It is a city that knows how to move on.

There are a lot of theories about how this came to be, but Jim Rogers, the CEO of Duke Energy (No. 186) (DUK), says it’s rooted in the settlement patterns that have shaped the city. More than two-thirds of the population of Mecklenburg County, which includes Charlotte, was born outside North Carolina. Simply put, the past here has no constituency.

Rogers helped recruit the convention, bringing a partisan event to a stridently nonpartisan city. It’s an action that he insists has less to do with politics than with promoting economic development. He’s trying to create what leaders here call an “energy hub,” a critical mass of companies that would make Charlotte the center of the nonpetroleum power business. Siemens (SI) and Westinghouse, among others, already have big facilities in the area, and ABB (ABB) is building a massive cable factory north of the city. Manufacturing is a critical part of the regional workforce, and it’s still suffering, accounting for two-thirds of the 60,000 jobs lost in the region during the recession.

“This is a city that has reinvented itself from an early trading post to the second-largest banking center in the United States and now is on a journey to reinvent itself again,” says Rogers. “This is a story of resilience.”

This concept of critical mass is important in understanding Charlotte’s quiet rebound. Finance employment in Mecklenburg County peaked at nearly 54,000 jobs in 2007, dropped to 48,000 in 2009, and now is at just under 50,000. Wages for those jobs are rising again, although they are still below the peak average of $104,000. Two things happened. First, the massive layoffs feared at Bank of America (BAC) and Wells Fargo (WFC) never showed up. Second, other companies — Fifth Third Corp. (FITB) and Ally Financial among them — stepped in to fill the void.

Along with banking, NASCAR has been an engine and the symbol of Charlotte’s rise. Speedway Motorsports, which owns and operates eight tracks, is based here, part of the pedal-to-the-metal empire controlled by Bruton Smith, who also runs Sonic Automotive Group (No. 330) (SAH). Charlotte’s taxpayers built a $200 million NASCAR Hall of Fame downtown. It opened in 2010, and while it still isn’t hitting attendance marks, boosters say it can act as a loss leader in recruiting business and big events.

That brings us to the government and its hand in the recovery here. There is, of course, the TARP money that sheltered the big banks and gave them breathing room. Chiquita Brands (CQB), which said last year it was moving here from Cincinnati, liked the growing international community and all the direct flights from Charlotte-Douglas International Airport, but the company also received $22 million in incentives. ABB will get $2.5 million from the state if it meets hiring goals. Even the new gunsmiths employed by Hyatt received retraining with help from federal funds. The list goes on, underscoring the tight relationship between the public and private sectors that prevails here.

Mayor Anthony Foxx at the Convention Center

Mayor Anthony Foxx at the Convention Center

“That’s Charlotte’s culture. It’s one of inviting businesses in,” says Mayor Anthony Foxx.

Foxx was narrowly elected in 2009, becoming the first Democratic mayor in 22 years. He was easily reelected last year with strong support from the business community. His dual tasks are to make sure that the rising tide lifts all boats and that the region’s growth stays centered in Charlotte and doesn’t shift to the suburbs.

Even with a population of 730,000 in a metro area of 1.8 million, Charlotte can seem like a very big small town. The 10-mile light-rail line runs on what is essentially an honor system. City leaders care about rankings and reputation in a way that larger, more established cities don’t. Foxx won’t say that his city got cocky when it was on top, but he says the hardships have brought forth a new spirit. “We’re a little more compassionate, a little more sympathetic to people who are down on their luck,” he says. “We also recognize that even the Titanic got sunk. No matter how big or strong you are, you have to keep moving forward. You can’t be stagnant.”

The momentum that fueled the city’s boom years was essentially about large companies in established, old-line industries becoming larger. The industries of tomorrow — in medicine, biotechnology, and the web — so far haven’t made Charlotte the next great place to land. And in this city of relentless self-improvement, the focus is on how to change that. Cheryl Richards is the dean of Northeastern University’s new Charlotte campus, its first outside Boston, which opened last year as part of the scramble among universities to serve middle managers. She was part of a city delegation that visited Seattle to learn about development strategies for the new economy. The difference between the two cities, she says, is that “Seattle positions itself as growing talent. Charlotte positions itself as welcoming talent. We’re importers of that talent.”

Growing talent isn’t easy or quick. Charlotte lacks an academic medical center, and the tech community is still oriented toward the needs of the big companies. The city and region’s latest hopes for biotech are at the University of North Carolina at Charlotte’s well-regarded bioinformatics department and in the next county over, at the North Carolina Research Campus, which was the brainchild of billionaire David Murdock. He has poured more than $500 million of his own money into the center, which focuses on nutrition and is built on the footprint of the sprawling textile company he once owned in Kannapolis. There’s still a lot of empty space, but the goal is to create a research infrastructure — a critical mass — where none existed.

Efforts to bootstrap the region to tech cred are everywhere. There are formal undertakings, like the Packard Place technology incubator (built with a big assist from federal stimulus funds) and more informal get-togethers, like those at Hackerspace Charlotte and the twice-a-month gatherings at Skookum Digital Works, an app- and web-development firm.

Charlotte map

Click on the map for more on the eight Fortune 500 companies in the Charlotte area.

Skookum had offices in the suburbs, but when the recession hit, it took advantage of the drop in commercial rents and moved downtown. “All the young guys get it. In Charlotte nobody under 40 needs convincing that the acute and accurate use of technology will solve the world’s problems,” says Bryan Delaney, who is 32 and one of the company’s founders. Recruiting talent is getting easier, he says. “Once people have figured out they’ve had enough ramen and late-night debauchery, Charlotte is a great place to come and just live.”

The Duke Energy Center was born as the Wachovia Center, and it opened as the Wells Fargo Center. Wells Fargo still owns the building, along with about 5.4 million additional square feet in the Charlotte area. That’s up about 10% in the past three years, and employment is off only about 300 jobs.

Wells Fargo recently received approval from regulators to increase its dividend, a sign that some things here are returning to how they were. Bank of America’s quarterly dividend remains — as many people note with regret — at only a penny a share.

Nearly 15,000 people in the region work for Bank of America, about the same as before the recession, and Charles Bowman, the bank’s president for North Carolina, says Charlotte is still the bank’s heart. The market is growing, and the golf and good weather here continue to be powerful recruiting tools. Still, none of that stops the endless parlor game of guessing the long-term intentions of CEO Brian Moynihan, who lives in Boston and shuttles between there, New York, and Charlotte. It’s not a schedule that gives comfort that the ways things are drive the way they have to be. Even in forgetful Charlotte, the way things are draped in the soft focus of a past when anything seemed possible and when a two-bank rivalry did much more than hold down the cost of a loan.

There is still a hand grenade in Hugh McColl’s office, although these days it is perhaps less a warning than an artifact of a bygone era. McColl, 76, retired 11 years ago from Bank of America and now runs an investment house called Falfurrias Capital Partners. Its offices are on the 51st floor of the Bank of America Center — not the top, but high enough to give him a sweet view of the city he helped create.

“We are not looking back on the banks,” he says. “We can’t keep wringing our hands over that. The bank’s still very strong, and it will come through all of this, but I don’t think ever again will the city be dependent on the two rich uncles it used to have.”

Retired Bank of America CEO Hugh McColl has a panoramic view of the city he helped create.

Retired Bank of America CEO Hugh McColl has a panoramic view of the city he helped create.

The dependency extended beyond skylines and United Way fund drives. In the late 1990s Charlotte received national attention for the wrong reasons, when the local arts council had its funding cut because it staged the play Angels in America. The move made Charlotte look provincial, and its business class, led by McColl and Ed Crutchfield, his counterpart at Wachovia’s predecessor, First Union, got busy. “We said, ‘Okay, fine, we’re going to beat you,’” McColl says. “And we did. We helped get more open-minded people elected. We didn’t do that often, but we did that.”

Charlotte’s way, which is McColl’s way, is moderation and stability. He says politics at the extremes gets in the way of business, of making money, which he believes is the way to build a city.

I asked McColl his definition of a successful convention, and not surprisingly, it has little to do with President Obama’s quest for a second term. It has to do with respect. What gripes the power players in Charlotte is that the letters N.C. stick to the city like a rash in the datelines of out-of-state newspapers and on national broadcasts. The idea that somebody doesn’t know where Charlotte is, that it could be confused with Charleston, S.C., or Charlottesville, Va. — well, it’s just unfathomable to McColl, and if it takes a political convention to finally change that, then that’s worth the effort.

This story is from the May 21, 2012 issue of Fortune.

Filed under: Contributors, Fortune 500

May 15 2012 | Posted in Finance Blog | Read More »

How big does Facebook really have to get?

Only time will tell, of course. But a rough, back-of-the-envelope calculation shows the challenges the social networking powerhouse is likely to face after its IPO.

FORTUNE — The Facebook IPO scheduled for this week is generating a rush of exhilaration on Wall Street. But big excitement doesn’t necessarily translate into big money for investors. So let’s pull out our calculators and take a sober, just-the-numbers look at what Facebook needs to achieve to enrich the fans who buy its shares after what is being billed at the debut of the decade.

If Facebook is priced at the mid-point of the estimated $28 to $35 a share range, it will start with a market cap of around $86 billion. That’s 86 times its 2011 earnings of $1 billion. So let’s assume shareholders want 10% annual returns from their investment, then look out seven years from now. What earnings and revenues does Facebook need to produce those 10% returns?

In our experiment, by mid-2019, Facebook must lift its price per share 95%, assuming it pays no dividends –– normally the case with fast-rising players in tech. It’s also reasonable to assume that Facebook adds at least 1% to its share count each year, mainly by issuing stock options to employees. “That’s an extremely conservative estimate,” says Steve O’Byrne of consulting firm Shareholder Value Advisors. So with 7% more shares outstanding, and a stock price that grows by 95% (that’s 10% a year), Facebook would reach a market cap of $180 billion.

MORE: What Facebook IPO says about venture capital

It’s impossible to know what PE multiple Facebook will garner in 2019, but we’ll assume it’s 20. That figure is generous since it means investors are expecting more years of faster-than-average growth, even after seven years of frenzied expansion.

Hence, Facebook would need earnings of almost $9 billion to hand investors nice — but hardly spectacular — 10% gains. That’s a compound annual growth rate of 37%. From mid-2018 to mid-2019 alone, Facebook would have to generate an additional $2.5 billion in profits. It would also require extraordinary, 37% gains on each dollar of retained earnings it reinvests to reach our milestone. That’s three times the average return on equity of America’s large companies.

Now let’s extend our horizon another five years and forecast that the 10% returns keep coming. By then, Facebook’s PE should fade a bit to, say, 18, reflecting its status as a maturing giant. So in 2023, Facebook’s market cap would need to rise another 66% to $297 billion. Its profits would hit $16.5 billion at our 18 PE.

For context, Facebook would be worth more than Microsoft (MSFT) is today. It’s also interesting to note that only nine Fortune 500 companies earned $15 billion or more in 2011.

MORE: The other field Facebook wants to revolutionize

If Facebook maintains its 2011 margin on sales of 27%, its sales would need to reach $61 billion by 2023. Global advertising revenues are projected to grow to from around $430 billion today to well over $700 billion by 2023. So Facebook would need to go from a glamor name to capturing something like 8% of all of the world’s ad market in 12 years, grabbing business from the likes of Google (GOOG) and News Corp (NWS).

Can it happen? Sure. But nothing spoils a Wall Street party like a sermon on the math.

Filed under: Term Sheet

May 15 2012 | Posted in Finance Blog | Read More »

Is Facebook raising its IPO range?

Facebook set to up its price.

FORTUNE — Last week, Bloomberg reported that Facebook was getting “weaker than forecast” demand for its upcoming IPO. A few hours later, Reuters reported that the offering was already oversubscribed. It would seem that Reuters was the one to trust.

Maureen Farrell of CNNMoney, a sister site to Fortune.com, just tweeted that Facebook tomorrow is expected to raise its IPO offering range from $28-$35 per share to $35-$40 per share.

That would increase the social network’s top-end valuation to $85.5 billion, or nearly $113 billion billion fully-diluted. It also could increase the total amount raised to around $13.5 billion.

For context, Facebook valued its shares at $30.43 last month, according to disclosures related to its purchase of Instagram.

Facebook is expected to price its shares this Thursday, which means it would begin trading Friday on the Nasdaq under ticker symbol FB. That said, Farrell tells me that the underwriters — including leads Morgan Stanley (MS), J.P. Morgan (JPM) and Goldman Sachs (GS) — are planning to close the books tomorrow because they want to allocate as many shares as possible to “owners” rather than “renters.”

Her source adds that investor response has been “nothing short of pandemonium.”

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Filed under: Term Sheet, Venture Capital Deals

May 15 2012 | Posted in Finance Blog | Read More »

Peter Thiel’s unexpected job requirement

Hedgie hypocrisy?

FORTUNE — Want to work for Peter Thiel’s new macro-global hedge fund? Then you had better have a “high GPA from top-tier university,” according to this job ad first spotted by Slate blogger Matt Yglesias.

This may not sound terribly surprising, unless you remember that Thiel has literally been paying top college students to drop out. Sure the goal was to identify promising young entrepreneurs rather than hedge fund analysts, but there is more than a bit of irony here — if not outright hypocrisy.

What if one of Thiel’s dropouts fails as an entrepreneur, or decides that they’d like to do something else. Say, become a hedge fund analyst. Will their former “top tier” universities allow them to return, or give that spot to someone who values it a bit more?

I guess this is kind of like then Thiel recently decided to teach a computer science course at Stanford — which happens to be his own alma mater. Or like how each of the partners in his venture capital firm also have undergraduate degrees (save for Sean Parker, who isn’t a fulltime partner anymore).

Do as I pay, not as I do?

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Filed under: Term Sheet

May 14 2012 | Posted in Finance Blog | Read More »

Obama begins anti-Bain campaign

Incoming…

Obama campaign swings and misses on Bain Capital attacks.

FORTUNE — President Obama’s reelection campaign today took its most pointed shots at Mitt Romney’s business career, launching a website that focuses on select Bain Capital deals from Romney’s time running the private equity firm.

Stephanie Cutter, Obama’s deputy campaign manager, said the following in an email announcing the site:

Romney and his partners bought companies across the United States, often loading them up with debt in the process. Too often, they slashed pensions, benefits, and jobs, while paying themselves and their shareholders straight from the debt they’d accumulated.

Because of that debt, several of these businesses went bankrupt, leaving workers without jobs, without pensions, and without health care — all while Romney and his partners walked away with millions.

Everyone understands that businesses rise and fall — and sometimes fail — and no one is challenging Romney’s right to run his business as he saw fit or questioning private equity as a whole.

But when a handful of people make a fortune by putting thousands out of work and bankrupting once-healthy businesses, it’s legitimate to question whether those are the values America needs in a president — and whether those are the values that will create an economy built to last, with a strong, secure middle class.

The website currently focuses on three Bain Capital transations: GST Steel, Dade Industries and Stage Stores.

Unfortunately, somewhat like the “documentary” distributed earlier this year by a SuperPAC supporting Newt Gingrich, the Obama campaign gets a bit bedeviled by certain details.

For example, look at what it says about Dade Behring:

With Dade Behring, Mitt Romney and his investors took over a healthy company and loaded it with debt. Rather than sell the company, they then had Dade take out even more loans to buy out their shares, driving the company into bankruptcy. Nearly 3,000 workers lost their jobs, while Romney and his partners made more than $250 million in profit.

I have no idea where the “healthy company” characterization is coming from. Bain originally created Dade International in 2004, by purchasing the medical diagnostics business of Baxter International (BAX) for $448 million. At the time, it was a failing unit. For example, MLA had just canceled a large blood analyzer/reagents supply contract with Dade. Not only did this cost Dade a large chunk of high-profit, recurring revenue, but it also set MLA up as a viable competitor (Bain ultimately found a replacement supplier in Japan).

All I can think is that the Obama campaign cleverly used the name Dade Behring, which is what Dade International was renamed two years later once Bain had acquired both a German company (Behring) and a diagnostics unit from DuPont. One could argue that, by that point, Dade was a “healthy company” — but only thanks to Bain’s efforts. Moreover, some of those “profits” were cash tied to the Behring acquisition.

To be clear, I’m not a big fan of what Bain did with Dade, as I’ve previously written. But there is no reason for the Obama campaign to embellish on the history.

As for GS T Steel, the campaign writes:

Kansas City’s GST Steel was a successful company that had been making steel rods for 103 years when Mitt Romney and his partners took control in 1993. They cut corners and extracted profit from the business at every turn, placing it deeply in debt. When the company eventually declared bankruptcy, workers were denied their full pensions and health insurance, and the federal government was forced to step in and bail out the pension fund.

All mostly true — although GS Steel had already cut down its product line due to budget constraints — except for what is omitted: Mitt Romney was no longer at Bain when GST Steel bust. Would seem to be a fairly salient fact.

On the other hand, Romney’s campaign today recycled its candidate’s absurd claim that while he made the GST investment, he didn’t actually run the company. If you own the company, which Bain did, you’re in charge (including of picking managers). There is no such thing as an arm’s-length leveraged buyouts.

Finally, there is Stage Stores. From RomneyEconomy.com:

In the late 1980s, Mitt Romney and his partners bought up hundreds of successful small clothing stores and combined them to form Stage Stores. Romney and his team loaded up the company with debt, and then, when the company was at its height, sold nearly all their shares at an enormous profit. In less than three years, the stock had collapsed and Stage was forced to declare bankruptcy.

All true, but I don’t quite see what Romney and Bain are being accused of here. The Obama campaign acknowledges that Bain had been out of Stage Stores for nearly three years when it went bankrupt. Bain may have heaped debt on the company, but institutional investors knew that when they bought the company’s shares from Bain — and apparently thought it was a solvent bet. Unless there is some claim of fraud (i.e., Bain somehow hiding the debt), then Stage’s bankruptcy is hard to pin on Romney and Bain.

Moreover, if Bain is going to be blamed for what happened after selling its stake, should it also get credit for the current thriving businesses of both Dade (now owned by Siemens) and Stage Stores (SSI)? Or can Romney claim credit for all those Staples (SPLS) jobs created long after he and Bain were involved with the company?

As a broader point, it’s interesting that the Stephanie Cutter went out of her way to say that no one “is questioning private equity as a whole.” Kind of mirroring a similar message from campaign boss Jim Messina said back in February. But it’s not really true, is it?

Bain is being accused here of taking actions that are commonplace in private equity. So if it’s “legitimate to question whether those are the values America needs in a president,” then it’s apparently legitimate to question whether private equity is consistent with American values. Pretty sure that’s a broad brush masquerading as a razor blade.

I’ve reached out to Obama spokespeople, and will update this post if they reply. Romney’s team already has issued a couple pages of talking points, but most of it is simply attacking Obama for the Solyndra loans (proving that both sides can make silly arguments).

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Filed under: Private Equity Deals, Term Sheet

May 14 2012 | Posted in Finance Blog | Read More »

Corporate America’s double standard on the deficit

CEOs are pushing Congress to reach a deal on the deficit, but what about corporate America’s duty to help fix the economy by hiring more workers?

jobsFORTUNE – It has been well established that America’s ballooning deficit is one of the biggest risks for the U.S. economy. Congress tried to take action last year. But as we recall, no deal was struck after a baffling political tug-of-war that nearly sent the nation to the brink of default.

Now corporate America is ramping efforts to sway deficit talks. In a series of private dinners and meetings with lawmakers, top executives are urging Congress to reach a deficit-reduction deal before January – when large tax increases and spending cuts are scheduled to automatically kick in, The Wall Street Journal recently reported. Last month, in one of several private meetings to get an agreement under way, JPMorgan (JPM) CEO Jamie Dimon hosted a lunch for several dozen chief executives and two U.S. senators.

Laurence Fink of BlackRock (BLK), Terry Lundgren of Macy’s (M) and Mark Bertolini of Aetna (AET) have also launched separate efforts. Without a deal, executives say, the economy could slip back into recession — $98 billion worth of spending reductions will take effect next year as part of a larger deficit-reduction plan. The urgency has been echoed by Federal Reserve Chairman Ben Bernanke, who has warned that unless Congress and the White House take action later this year the U.S. could fall into a “massive fiscal cliff.”

MORE: Obama begins anti-Bain campaign

Washington clearly needs to do more. But so does corporate America, whose rallying cry exposes a double standard in the C-suite.

While non-financial companies continue to sit on more than $1.2 trillion in cash, joblessness remained persistently high. More importantly, the bulk of job losses last year and the beginning of 2012 came from the public sector as state and local governments grapple with budget shortfalls. There are 1 million fewer government employees today than at the 2007 pre-recession peak, according to Moody’s Analytics. They now make up 9.1% of the working population, the lowest share since 1984.

To be fair, companies flush with cash have slowly loosened their grip. Apple (AAPL), ranked among U.S. corporations with the loftiest reserves, announced in April that it would pay its first dividend in almost two decades. And the amount of payouts underlying the S&P 500 index is expected to increase 15% this year, according to estimates by Howard Silverblatt, senior index analyst at S&P.

But there are still several companies, particularly in the tech industry, with sizable cash surpluses that do not pay dividends, such as Google, Amazon.com, eBay and Dell. Even if they start, it remains to be seen how boosting shareholder returns might boost the overall economy.

MORE: Sheila Bair: Why it’s time for higher interest rates

Which brings us back to job creation. Indeed, the private sector has been adding jobs but not nearly fast enough to recover the losses from the Great Recession and its aftermath. What’s more, more than 200,000 long-term jobless Americans have recently lost their unemployment checks as eight states roll off the federal extended benefits program. True, the economy is improving and government layoffs aren’t nearly as high as they were during much of last year.

But we’re certainly not out of the woods. Unless corporate America hires more, it’s easy why their rallying cry for a deficit-reduction plan may not resonate so well in Washington.

Filed under: Term Sheet

May 14 2012 | Posted in Finance Blog | Read More »

Tossing blame for JP Morgan trade? Don’t forget the Fed.

Sure, blame JP Morgan’s traders. But don’t forget what motivated them to take on extra risk — the Federal Reserve’s low interest rate policy has left banks scrambling to make up for lost income on loans.

By Cyrus Sanati

jp_morganFORTUNE — Who is to blame for JP Morgan’s growing multi-billion dollar trading loss? While it is easy to just fire and demonize the traders and managers who executed the trades, as JP Morgan did this morning, such a move seems woefully inadequate in this case. Meanwhile, pointing the figure at the hedge funds that made millions betting against JP Morgan may feel good, but it isn’t right either. They were just attempting to make money and rebalance the dislocation in the market created by the bank’s massive positions.

No, the roots of this blunder seem to stretch well beyond Wall Street, beginning in Washington with the Federal Reserve’s low interest rate policy. Linking the Fed with this event might seem like a stretch, but consider how the low interest rate policy has zapped bank profits. It has forced them to take greater risk and, to quote JP Morgan CEO Jamie Dimon, to also do “stupid” things, all in an attempt to make a quick buck.

But while this issue may have its roots at the Fed, the banking sector also bears some of the blame. Apparently Dimon and his cohorts failed to get the memo that they can no longer run their bank like a hedge fund. The big commercial banks should operate more like a boring utility and return to simple lending, leaving the really risky stuff to alternative asset managers.

Dimon was his usual brash self last week when he disclosed that the bank had managed to rack up $2 billion in trading losses. He didn’t go into much detail as to how the traders lost that much money, only to say that the losses were rooted in the bank’s chief investment office in London where traders made bad bets on synthetic derivatives.

Monday morning saw the first casualties from the affair. JP Morgan announced Monday that the head of the CIO, Ina Drew, left the company. Two of her lieutenants, Achilles Macris and Javier Martin-Artajo, were also booted, according to news reports. The man who executed many of the trades, Bruno Michel Iksil, aka the London Whale, is also expected to be out on the pavement sometime this week.

MORE: JPMorgan’s trading debacle: $2 billion is just the start

But is it fair to blame the traders? Sure, they came up with the trading strategy and pushed the button, but they seemed to have had the backing from the C-Suite in New York. If they didn’t the bank would have labeled them as rogue traders and played the victim card. The trouble here derives more from what they were invested in and how they went about doing it.

The CIO’s mission is to invest the billions of unused deposits locked up in the bank’s vault. Normally, the bank invests that cash into super safe and liquid investments, like US Treasury bonds. While the team did make those safe and very low yielding bets, they also decided to crank up the risk and invest a large amount of money in higher yielding corporate bonds.

This is where things get sticky. They then decided to hedge the bonds using a credit default swap index that tracks corporate bonds, a person familiar with the bank’s trades told Fortune. That is not necessarily a risky bet, but it seems the traders made it so. That’s because instead of hedging the bonds to the current iteration of the CDS index, it hedged it using an older and far more illiquid iteration of the CDX index, a London trader with knowledge of the situation told Fortune.

It isn’t clear why the group chose to use the older and less liquid index in its hedge as opposed to the more liquid current iteration. By placing big bets tied to an illiquid security, JP Morgan (JPM) set itself up to a basis point attack by hedge funds. The trades were so large that all the hedge funds did was take opposite positions and wait for the market to move just a few basis points in their favor in order to collect millions.

MORE: Sheila Bair: Why it’s time for higher interest rates

So the execution was lousy and the hedge funds picked up the pieces, therefore they were behind this loss, right? Maybe in the narrowest sense, but this trade is a symptom of a larger, more destructive, problem. The banks have always taken risky bets in the past, but it was with their own capital. What happened here was the bank was gambling with its depositors’ cash – money that should be safe and loaned out to the general public to help expand businesses and help people buy homes.

But it isn’t easy for banks to make a profit by simply lending today. The Fed has instituted a long period where the benchmark interest rate is nearly zero. This is bad news for the banks, since they derive a huge chunk of their income off interest payments. With the rates so low, it’s hard to make the high profits that analyst have grown used to expecting from a large multi-national bank.

The banks are now forced to act out in order to make a buck. New regulations, namely the Volcker Rule, have rightfully barred the big commercial banks from investing their own capital alongside their clients, so JP Morgan, and most likely the other big commercial banks, have started to look to their own depositors’ cash as fodder for their gambling addiction – a huge no-no in the investment world. This pool of cash, which is managed by the CIO, has grown to whopping $300 billion, giving them a lot of cash to play with.

MORE: JPMorgan’s losses: No major victory for Volcker Rule

To justify increasing their risk, JP Morgan admitted that it started to use a different measure by which they gauge how risky an investment is, something called, Value-At-Risk. This new calculation, which no one outside of JP Morgan apparently knew about up until last week, allowed the bank to increase its risk without setting off alarm bells. Obviously the risk it took was far more dangerous than anyone thought. A simple hedging exercise designed to protect something as benign as a corporate bond blew up in their faces.

So the banks clearly are to blame here as well, but the motivation to take such a bold move came from the low interest rates, nurtured by the Fed. The whole idea that low interest rates spur economic activity and increase lending is one of the most important axioms in economics. But it seems one can go too low for too long.

The banks are more likely to hold on to their capital now thinking they can make more money playing in the markets. One bad idea has therefore caused another one to sprout, which is now spreading throughout the financial sector. The government in this case will try to crack down on the banks, but what about the Fed? Unless all angles are explored here then the system runs the risk of yet another blip, which would sadly make JP Morgan’s losses look tame.

Filed under: Contributors, Term Sheet

May 14 2012 | Posted in Finance Blog | Read More »

M&A

Bona Film Group Ltd. (Nasdaq: BONA), a Chinese film distributor, has sold a 19.9% equity stake to News Corp. The seller is company founder and CEO Dong Yu. In a separate transaction. Yu is acquiring a total of 3.5 million Bona shares for nearly $40 million from SIG China Investments, Matrix Partners China and Sequoia Capital.

Kabel Deutschland has agreed to acquire German cable operator Tele Columbus for an undisclosed amount, according to Financial Times Deutschland. Other bidders had included Deutsche Telekom and Liberty Global, while sellers included York Capital and Golden Tree Asset Management. Rothschild managed the process. www.telecolumbus.de

MedAtlantica has agreed to acquire non-operating Mexican airline Nuevo Grupo Aeronautico for an undisclosed amount. www.mexicanainforma.com

NTT Docomo Inc. has agreed to acquire Italian mobile Internet company Buongiorno, via a tender offer that could be worth up to $300 million. www.buongiorno.com

WhaleShark Media, an Austin, Texas-based online coupon and deals marketplace, has acquired Miwim, a French publisher of online coupons and cash-back deals. No financial terms were disclosed. WhaleShark has raised nearly $300 million in VC funding from J.P. Morgan Asset Management, Institutional Venture Partners, Google Ventures, Austin Ventures, Norwest Venture Partners and Adams Street Partners. www.whalesharkmedia.com

Kinderhook Industries has agreed to sell EAM Corp., a Jesup, Ga.-based maker of absorbent core solutions, to Domtar Corp. (NYSE: UFS). No financial terms were disclosed. Harris Williams & Co. managed the process. www.eam-corp.com

Riverstone Holdings has agreed to sell Three Rivers Operating Company LLC, an oil and gas company that owns 200,000 acres in the Permain Basin, to Concho Resources Inc. (NYSE: CXO). The deal is valued at $1 billion in cash. www.conchoresources.com

Sun Capital Partners has sold Fearman’s Pork, operator of a pork processing facility in Ontario, Canada, to Sofina Foods Inc. No financial terms were disclosed. www.suncappart.com

Towers Watson (NYSE: TW) has agreed to acquire Extend Health Inc., a San Mateo, Calif.-based operator of the nation’s largest private Medicare exchange. The deal is valued at $428 million. Extend Health currently is in registration for a $75 million IPO, and reports nearly $10 million in 2011 net income on around $51 million in revenue. Shareholders include Psilos Group (46% pre-IPO stake) and Steve Case’s Revolution Health (20.4%). www.extendhealth.com

United Maritime Group has agreed to sell U.S. United Bulk Terminal LLC, a Davant, La.-based dry bulk terminal, to Bulk Handling USA Inc., an affiliate of Oiltanking Holding Americas. No financial terms were disclosed. UMG is a portfolio company of Greenstreet Equity Partners, Jefferies Capital Partners and AMCI Capital. www.unitedmaritimegroup.com

Zynga (Nasdaq: ZNGA) has acquired Wild Needle, a Mountain View, Calif.–based mobile gaming studio. No financial terms were disclosed. Wild Needle last year raised $2.5 million in first-round funding from s Ventures and Playdom co-founder Rick Thompson. www.wildneedle.com

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Filed under: Term Sheet

May 14 2012 | Posted in Finance Blog | Read More »

Private equity deals

American & Efird Global, a maker of industrial sewing thread, embroidery thread and technical textiles has acquired the remaining two-thirds equity interest in A&E Sri Lanka and A&E Bangladesh from joint venture partners Brandix Lanka Ltd. and Brandot International Ltd. No financial terms were disclosed. A&E is a portfolio company of KPS Capital Partners. www.amefird.com

Avista Capital Partners has agreed to acquire Top-Co Inc., a Canadian designer and manufacturer of
casing cementing products used in the drilling and completion of oil, natural gas and geothermal wells. No financial terms were disclosed. www.top-co.ca

Bain Capital Partners has agreed to acquire Bravida, a Swedish provider of engineering services, from European private equity firm Triton. No financial terms were disclosed. www.baincapital.com

G4S PLC (LSE: GFS), a British security solutions company, is seeking sell part of its Danish operations for nearly $175 million, according to a local press report. Private equity firms are expected to be among the bidders. www.g4s.com

Permira is weighing bids for frozen foods portfolio company Birds Eye Iglo, according the FT. The deal could be valued at nearly €3 billion, with Bain Capital, The Blackstone Group, BC Partners and Clayton Dubilier & Rice all having submitted offers. www.permira.com

Primary Capital has sponsored a £35 million management buyout of The Leisure Pass Group, a UK-based operator of multi-attraction tourist passes. Livingstone Partners managed the process. www.leisurepassgroup.com

Solutionreach, a Lehi, Utah-based provider of patient engagement SaaS for healthcare practices, has raised an undisclosed amount of growth equity funding from Summit Partners. www.solutionreach.com

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Filed under: Private Equity Deals, Term Sheet

May 14 2012 | Posted in Finance Blog | Read More »