Tyler Durden

Goldman’s Asset Arm Takes Big Hit On Venezuelan Bond Bloodbath

The fallout from the Venezuelan bond restructuring has claimed a major victim in Goldman Sachs Asset Management, or rather some of the “muppets” who trusted Goldman to invest their money. However, the route which led Goldman to losing a chunk of client money wasn’t just a case of bad judgement, being riddled with the usual mixture of greed, questionable ethics and government intervention. As we detailed in “Goldman Accused Of Funding Maduro’s Dictatorship”.

Goldman controversially purchased $2.8 billion of 2022 bonds in May 2017 in the state-owned oil producer PDVSA, for about $865 million – or about 31 cents on the dollar. This prompted Julio Borges, President of the National Assembly and head of Venezuela’s opposition, to accuse Goldman of “aiding and abetting the country’s dictatorial regime.” Borges threatened that any future democratic government would not recognise or pay on the bonds. In true Goldman fashion, however, the deal was just too lucrative to pass up, or so it seemed at the time, as Goldman paid a then 30% discount to other Venezuelan bonds with a similar maturity.

 

Goldman’s ”defence” was that it did not buy the bonds directly from PDVSA, consequently it did not transfer funds directly to the Venezuelan regime.

To make matters worse, when the Trump White House extended sanctions against Venezuela over the Summer, including a ban on trading Venezuelan debt, Goldman’s bonds were mysteriously exempt. As we argued here.

“the logic is that if Goldman was forced to liquidate the bonds, or worse was stuck holding them as Venezuela went bankrupt, it would take a huge hit on the nearly $3 billion notional position. As such, Goldman’s advisors to Trump made it quite clear that any sanctions against Venezuela would have to be Goldman Sachs revenue neutral first and foremost. That’s precisely what happened.”

We have to acknowledge, however, that the next comment of ours was only half correct.

“Of course, Venezuela’s default is just a matter of time, but it won’t take place before Goldman dumps its bond holdings to some unwitting retail investor or some German widows and orphans.”

It turns out that Goldman had only dumped part of its holdings prior to the expected default, and is sitting on a sizeable loss, as the FT explains.

Ricardo Penfold, a senior portfolio manager at Goldman Sachs Asset Management, earlier this year swooped on a big slice of a bond issued by PDVSA, Venezuela’s state oil company, people familiar with the matter say. Mr Penfold paid $865m for bonds with a face value of $2.8bn — a price of just under 31 cents on the dollar — reflecting the elevated risks of a default even at the time. While GSAM has since sold off chunks of the bond, it was still listed as the single biggest overall owner of the PDVSA bond maturing in 2022, with a face value holding of $1.3bn at the end of the third quarter. But with Thursday’s announcement that Venezuela would seek to restructure all its foreign bonds, the bond is now trading at 25 cents on the dollar, down from 29 cents at the start of last week. That would translate into a paper loss of $54m in just five days if GSAM has not reduced its stake since the end of the third quarter…

 

GSAM is listed as the single biggest overall owner of PDVSA debts, according to Bloomberg data based on fund filings, with $1.8bn of face value holdings.

 

A Goldman spokesman said: “We are monitoring this situation closely.” The summer deal was particularly controversial, attracting condemnation from the Venezuelan opposition and US senator Marco Rubio, because it in effect constituted a cash infusion for the increasingly autocratic government led by Nicolás Maduro. GSAM bought the bond via an intermediary, but it was sold by the central bank.

As we said, and other analysts agree, Goldman should have seen it coming. From the FT article.

Many investors who had been betting that Venezuela would manage to avoid defaulting are nursing losses. Venezuelan bonds suffered a drubbing in the wake of Mr Maduro announcing plans to restructure the country’s $89bn debt pile. “This has been a well-telegraphed train wreck,” said Robert Koenigsberger, head of Gramercy, an emerging markets-focused asset manager.

 

“There are reasons to expect that prices will go even lower from here.” GSAM and other big Venezuelan bond investors — such as Fidelity, T Rowe Price and Ashmore — could still end up making money from their Venezuelan bond purchases, as analysts expect the ultimate “recovery value” on Venezuelan debt to be higher than where the bonds are trading at now.

While the article suggests the possibility of a more favourable exit for Goldman in due course, the restructuring of Venezuelan debt is not going to be a “plain vanilla” variety. Indeed, it might be more complicated than any previous sovereign debt restructuring. The irony for Goldman, as the FT explains, is that the extension of sanctions by the US Government will make it much harder for the bank to recover its losses.

Venezuela’s plans to restructure its debts are riddled with complications. The mess of bonds issued by the country and PDVSA are hard to disentangle, and oil exports — the country’s sole financial lifeline — are vulnerable to seizures from litigious creditors. However, the biggest wrinkle is the US government’s sanctions on Venezuela, unveiled in August after the GSAM deal. In practice, they prohibit any US institutions from involvement in any Venezuelan debt restructuring.

 

“Sanctions will prevent a conventional exchange offer,” said Lee Buchheit, a senior partner at Cleary Gottlieb, who has represented a series of countries when they restructure their debts. “It’s really not clear what Maduro has in mind, or whether he even has anything in mind.”

 

Venezuela owes about $750m in bond arrears and is facing a further $965m of interest payments over November and December, calculates Patrick Esteruelas, global head of research at Emso Asset Management. If Caracas has run out of money — and Russia or China decline to extend more loans to Venezuela — it will have to default. But as long as US sanctions remain in place, this will push Venezuela into financial purgatory of a protracted, unresolvable debt default. “In a world where you can’t pay and you can’t restructure, all you can do is default,” Mr Koenigsberger said. “Even without the sanction, this would have been an exceptionally tough debt restructuring. It will now be exponentially harder than anything we have seen before. And I don’t think that is priced in yet.”

It will be tragically amusing to watch what extraordinary measures the heavily Goldman-influenced White House takes to bail the bank out of its latest predicament.

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Making Sense Of Saudi’s ‘Game Of Thobes’

Authored by Jamal Elshayyal via Al-Jazeera,

Was Saturday a “Red Wedding” moment for the Kingdom of Saudi Arabia? As the plot thickens in Riyadh, here’s a roundup of the chatter on the streets…

It started off with the resignation of Lebanese Prime Minister Saad Hariri, a clearly orchestrated move produced and executed by his paymasters in Riyadh.

Hariri announced on a Saudi-owned channel from the Saudi capital that he was resigning his post in protest at foreign intervention in Lebanon‘s domestic affairs. The irony was lost on him. 

The ostensible reason he gave, as he invoked his late father’s name, was that he too is threatened with assassination. 

As the day turned into evening, there were reports of explosions being heard close to the King Khalid International Airport in Riyadh. It transpired that Houthi rebels (linked to Iran and allied with former President Ali Abdullah Saleh, who is partially linked to the United Arab Emirates) had fired at least one ballistic missile from Yemen towards Riyadh. It put an exclamation point on the fact that the war in Yemen is far from over – more than two years since Saudi Arabia launched operation “Decisive Storm”.

As the clock inched to midnight another bombshell was dropped, this time by the Saudis: A royal decree ordering the arrest of several princes, billionaires, and notable figures, as well as the sacking of senior government officials. Some were the sons of the late King Abdullah. One was the head of the Saudi National Guard. 

All three of these developments will have seismic implications, not just in Saudi Arabia, but in the region and beyond.

The resignation of Hariri, or sacking by his Saudi sponsors, should sound the alarm bells for any government that doesn’t want to see another war erupt in the region.

A lot of chatter involved Israel.

It’s no secret that Israel has been conducting military exercises on its northern front for several months now. While Hezbollah has been busy helping prop up the Assad regime in Damascus, Tel Aviv has been developing its missile defence systems. Sooner or later, it will want to test those in real-life scenarios, as the logic would have it. 

Forcing Hariri to quit the government would help Israel frame any aggression against Lebanon as an attack on Iranian proxies.

With Gaza politically neutralised for now, following Hamas‘ handover of power to the Palestinian Authority, Israel could very well see this as an optimal time to attack. Such an attack would also provide a perfect opportunity for the West to test the new Saudi leadership’s “moderate” credentials: Would it cheer Israel on?

In Yemen, the war has cost the Saudi economy hundreds of millions of dollars. This war, launched by Crown Prince Mohammed Bin Salman to restore Sanaa’s legitimate government and put Iran in check, has failed to do either. But it has succeeded in killing thousands of innocent people, displacing millions, and helping Tehran position itself as the defender of the oppressed in the Middle East.

The targeting of Riyadh could push the young prince to be even more reckless and destructive in his ongoing expedition in Yemen. 

What’s not so clear is the motive behind the mass arrests and sackings that took place in the wee hours of Sunday morning.

Removing the head of the National Guard and a one-time contender to the throne is an obvious play to consolidate power by Bin Salman.

However, what’s more puzzling is the detention of billionaire prince Alwaleed Bin Talal. On paper, Bin Talal and Bin Salman are a match made in heaven: Both want to transform Saudi Arabia into a “secular” society, both detest the idea of democracy and liberalism, and both are equally willing to hand over the Kingdom’s wealth and sovereignty to the United States

Earlier I spoke to a contact who used to work for the billionaire prince. He told me that a possible reason for his detention was Alwaleed’s refusal to put up money to help prop up Saudi’s staggering economy. The message from Bin Salman to the country’s wealthy elite is: Pay up or get locked up.

In the Saudi version of Game of Thobes, the 32-year-old Bin Salman shows that he is willing to throw the entire region into jeopardy to wear the royal gown. His actions have already all but destroyed the Gulf Cooperation Council (GCC); Yemen can no longer be referred to as a functioning state; Egypt is a ticking time bomb; and now Lebanon may erupt. There’s a lot to worry about.

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These Are The Two Heroes Who Stopped Texas Church Shooter Devin Patrick Kelley

As details about yesterday’s shooting at First Baptist Church in Sutherland Springs, Texas started trickling out, witnesses and police sources shared how one brave man with a rifle confronted and shot  suspected killer Devin Kelly, forcing him to flee.

A  high-speed pursuit ensued, which ended when Kelly’s car crashed into a ditch. Police said they found Kelly dead in his vehicle, but it isn’t clear how he died.

However, two men who reportedly helped stop the shooter are now being hailed as selfless heros – “good guys with guns” who potentially saved dozens of lives by stopping the killer before he could murder more innocent people.  As Sheriff Joe Tackitt pointed out in an interview with CNN, “there’s another church right down the road,” suggesting that the killer could’ve headed there next after murdering more than half of First Baptist’s congregation if he had not been stopped.

My San Antonio is now reporting that the man who confronted Kelly outside the church is Stephen Willeford, a sharp-shooting plumber with no military background who managed to shoot Kelly – who was reportedly dressed in tactical gear – prompting him to flee the scene. Earlier media reports identified Willeford as being a neighbor of the church.

Stephen Willeford

As Willeford exchanged gunfire with Kelly outside the church, a second man – identified as Johnny Langendorff – pulled over when he witnessed the carnage and saw Kelly speed off. Willeford saw Langendorff and quickly rushed to his car.

Here’s more from My San Antonio:

Johnny Langendorff was one of the men who chased after suspected killer Devin Kelley, a 26-year-old from Comal County, he told KSAT  in a television interview.

 

“I pulled up to the intersection where the shooting happened and I saw two men exchanging gunfire,” Langendorff said, noting the shooter and another local were shooting at each other.

 

Once the gunman fled the church grounds in his vehicle, Langendorff said the other man came to his car.

 

“The other gentleman said we needed to pursue (the shooter) because he shot up the church,” he said. “So that’s what I did. I just acted.”

 

“So we were doing about 95 mph, going around traffic and everything,” he added.

 

The pair chased the man down FM 539 headed North before the shooter lost control and ran off the roadway. Langendorff said the other man with him jumped out of the car and drew his rifle on Kelley.

 

“He didn’t move after that,” Langendorff said.

According to the New York Post, Texas Department of Public Safety chief Freeman Martin said Willeford “grabbed his rifle and engaged the suspect” after Kelley left the First Baptist Church. An area resident told the paper that Willeford, an avid biker who attends another church, learned about the shooting when his daughter called to say a man clad in body armor was shooting worshipers.

The local said that although Willeford has no military background, he didn’t hesitate when he came face to face with the suspect — and managed to squeeze off a round that struck the gunman, who had dropped his Ruger AR-15 variant.

Kelley had taken a hostage in his SUV’s passenger seat before fleeing, the local man told the paper.

Devin Patrick Kelley

According to Langendorff, it took cops about five to seven minutes to arrive. In the meantime, they kept a gun trained on Kelley.

“The police arrived and they pushed us back and they took care of the rest,” he said.

Langendorff’s girlfriend, Summer Caddel, said Kelley died a few feet away from Langendorff.

Johnny Langendorff

The local man, who knows both heroes, said Willeford made sure Kelley’s hostage was outside the vehicle when they approached the SUV.

Authorities are now reporting that between 12 and 14 children were among the 26 fatalities of the shooting. Another 20 people were injured. Police said not all of the victims were shot inside the church, but declined to elaborate.

Yesterday’s church shooting was the deadliest mass shooting in Texas history, and the deadliest shooting at a church in US history.
 

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Trump Says Trade With Japan Is Not Fair And Not Open – Awkward Moments Ensue

The first stage of Donald Trump’s five-nation tour of Asia began well with the President playing golf with Prime Minister, Shinzo Abe, describing their relationship as “really extraordinary”.

This suggested progress following the awkward moment during their previous meeting in February 2017. Abe was the first foreign leader Trump met after his election victory and Trump was mocked on social media after refusing to give Abe his hand back during their 19-second handshake. Today their budding relationship was tested as Trump lashed out at Japan’s unfair trade practices and his related attempts at humour. In rhetoric that sounded familiar to his campaign speeches Trump complained that Japan has been “winning” on trade, alluding to the $69 billion trade deficit in 2016.

“We want fair and open trade. But right now, our trade with Japan is not fair and it’s not open. The US has suffered massive trade deficits with Japan for many, many years.

One way that Trump is aiming to fix the trade deficit by making it easier for Japanese companies to do business in the US. However, his decision to highlight the auto industry was perhaps unfortunate. Nonetheless, Trump lamented.

“Many millions of cars are sold by Japan into the United States, whereas virtually no cars go from the US into Japan…Try building your cars in the United States instead of shipping them over. That’s not too much to ask. Is that rude to ask?

Last year Japanese automakers manufactured approximately 4.2 million cars and 4.5 million engines in the US, so the criticism was somewhat unjustified. Besides Japanese companies making more products in the US, Trump is keen to gain better access for US companies in Japanese markets. He stated.

“As president, I‘m committed to achieving fair, free, and reciprocal trading relationship. We seek equal and reliable access for American exports to Japan’s markets in order to eliminate our chronic trade imbalances and deficits with Japan.

On that note, Trump had some words of advice for the Japanese leader for reducing the deficit by buying US missiles to combat North Korea. As Reuters notes.

Trump also pressed Japan to lower its trade deficit with the United States and buy more U.S. military hardware.

 

“He (Abe) will shoot them out of the sky when he completes the purchase of lots of additional military equipment from the United States,“ Trump said, referring to the North Korean missiles.

 

”The prime minister is going to be purchasing massive amounts of military equipment, as he should. And we make the best military equipment by far.”

Abe’s calmly responded that Japan would shoot down missiles “if necessary”. Having described Japan as a “majestic country” and praising its ancient culture and customs as “terrific”, there was another awkward moment as Trump compared Japan’s economy to the US. According to the FT.

At a press conference with Japanese prime minister Shinzo Abe, Mr Trump joked that the US economy was more powerful than Japan’s, in an awkward moment during an otherwise positive visit where the two leaders focused on North Korea.

 

“The Japanese people are thriving. Your cities are vibrant and you’ve built one of the world’s most powerful economies,” Mr Trump said. “I don’t know if it’s as good as ours, I think not. OK? And we’re going to try and keep it that way, but you’ll be second.”

We have a strong sense that Trump’s efforts at persuasion will have little impact on the US trade deficit with Japan. Indeed, we suspect that Abe is following the traditional Japanese approach of listening carefully, responding politely and carrying on regardless. That has been the tactic so far with the Japanese also highlighting that the current deficit is a significantly lower proportion of the total US trade deficit than it was in the past. Furthermore, as the FT explains, Japan was irritated when the Trump Administration withdrew from the Trans-Pacific Partnership.

While Mr Trump and Mr Abe are aligned on how to tackle the threat from North Korea, the trade relationship remains a thorny issue. The US is trying to push Japan to enter into bilateral trade talks. Japan was disappointed when Mr Trump in January withdrew the US from the 12-nation Trans-Pacific Partnership trade deal that was the economic pillar of Barack Obama’s Asia “pivot”.

Efforts as recently as last month to improve US/Japan trade relations foundered, as Reuters explains. Note the use of the term “Indo-Pacific”.

In a second round of economic talks in Washington last month, U.S. Vice President Mike Pence and Japanese Finance Minister Taro Aso, who doubles as deputy premier, failed to bridge differences on trade issues. The two sides are at odds over how to frame future trade talks, with Tokyo pushing back against U.S. calls to discuss a bilateral free trade agreement. Trump also said earlier that an Indo-Pacific trade framework would produce more in trade that the Trans-Pacific Partnership pact pushed by his predecessor but which he announced Washington would abandon soon after he took office. The 11 remaining nations in the TPP, to which Japan’s Abe is firmly committed, are edging closer to sealing a comprehensive free trade pact without the United States.

During the press conference with Abe, Trump described his Asian trip as his “first visit to the Indo-Pacific” region. This seems to be part of the Trump Administration embryonic Asian strategy. The term was first used by Secretary of State, Rex Tillerson, last month in a speech that praised India while criticising China for undermining the international order. The former Asia adviser to George W Bush, Dennis Wilder, told the FT that the Trump Administration is seeking a response to China’s “Belt and Road”.

Dennis Wilder, former, said Mr Trump was trying to find a way to respond to Chinese efforts to build economic and security ties across Asia. “The concept of a free and open Indo-Pacific region is a maritime centric concept that goes back to the great naval thinker [Admiral] Mahan,” said Mr Wilder.

 

“In some ways, the Trump team is trying to answer Xi Jinping’s big idea of the Belt and Road Initiative with their own big idea. The challenge is to put some substance to this concept.”

Besides a lack of progress on trade with Japan, our sense is that aligning more closely with India is unlikely to counter China’s carefully constructed Eurasian strategy, to any meaningful extent. That is, absent a catastrophic bursting of China’s credit bubble which could set the Middle Kingdom back several years.

Meanwhile, there are plenty more stops on Trump’s Asian – especially China – for more gaffes, golf (?) and awkward moments as this FT diagram shows.

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What Could Go Wrong?

Authored by James Howard Kunstler via Kunstler.com,
Everybody and his uncle, and his uncle’s mother’s uncle, believes that the stock markets will be zooming to new record highs this week…

And probably so, because it is the time of year t…

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Comcast Users Report Massive Nationwide Internet Outage

According to DownDetector.com, and numerous twitter complaints, Comcast’s internet service, Xfinity, is suffering an outage across the country. DownDetector.com shows XFinity internet being down around the United States, mostly on the east coast, but a…

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Wilbur Ross Responds To Accusations He Hid Ties To Putin-Linked Firm

After the latest offshore tax investigative bombshell called the “Paradise Papers” – a sequel to last year’s Panama Papers – revealed yesterday that Trump’s Commerce Secretary Wilbur Ross had indirect business ties with two Russian oligarchs, as well a…

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Saudi ‘Plunge Protection Team’ Rescues Stocks As Riyal Devaluation Bets Surge

As the FX markets came to life last night after a tense weekend in the middle east, it is clear that anxiety about the Saudi Riyal is at the forefront.

Forward bets on devaluation/depegging surged most in 7 months as shares in bin-Talal’s Kingdom Holdings continued their slide to the lowest since Dec 2011.

The round-up risks overwhelming local and foreign investors struggling to get their heads around the rapid changes shaking the kingdom, but for the second day in a row, any selling was met by instant panic-buying as we suggest Saudi’s very own Plunge Protection Team stepped in…

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Frontrunning: November 6

Gunman kills 26 in Texas (Reuters)
Trump Urges Japan to Buy More U.S. Military Equipment (WSJ)
Ex-Catalan leader granted freedom to campaign for independence (Reuters)
House begins revising Republican tax bill to quell dissent (Reuters)
Why the Next F…

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Broadcom Offers Hostile $130 Billion Deal To Buy Qualcomm In Largest Tech Acquisition In History

As was leaked by Bloomberg on Friday afternoon, this morning communications chipmaker Broadcom, which just last week announced it would move its headquarters from Singapore to the US (to make any future mega deals easier) said it offered to buy smartphone chip supplier Qualcomm Inc for $70 per share in a transaction valued at $130 billion, including $25 billion net debt, in what would be the biggest technology acquisition ever.

Broadcom’s bid consists of $60 in cash and $10 in shares, representing a 28% premium to QCOM’s closing price on Thursday, a day before media reports of a potential deal pushed up the company’s shares. The deal values Qualcomm’s equity at roughly $103bn.

The proposal stands whether Qualcomm’s pending NXP deal is consummated on currently disclosed terms of $110/shr or if deal is terminated. Silver Lake Partners has provided $5b convertible debt financing commitment letter to support transaction.

A tie-up would combine two of the largest makers of wireless communications chips for mobile phones and, as Reuters adds, raise the stakes for Intel, which has been diversifying into smartphone technology from its stronghold in computers.

In a letter to Qualcomm, Broadcom CEO Hock Tan said the “proposal is compelling for stockholders and stakeholders in both companies. Our proposal provides Qualcomm stockholders with a substantial and immediate premium in cash for their shares, as well as the opportunity to participate in the upside potential of the combined company.”

If concluded, the hostile deal would be the biggest ever takeover in the technology sector and create a company with a combined market capitalisation of more than $200bn.

The full press release below:

Broadcom Proposes to Acquire Qualcomm for $70.00 per Share in Cash and Stock in Transaction Valued at $130 Billion

  • Broadcom Proposal Stands Whether Qualcomm’s Pending Acquisition of NXP is Consummated on the Currently Disclosed Terms of $110 per Share or the NXP Transaction is Terminated
  • Broadcom and Qualcomm, Including NXP, Will Have Pro Forma Fiscal 2017 Revenues of Approximately $51 Billion and EBITDA of Approximately $23 Billion, Including Synergies
  • Delivers Immediate, Substantial and Compelling Premium for Qualcomm Stockholders
  • Silver Lake Partners Provides $5 Billion Convertible Debt Financing Commitment Letter to Support Transaction

Broadcom Limited (AVGO) (“Broadcom”), a leading semiconductor device supplier to the wired, wireless, enterprise storage, and industrial end markets, today announced a proposal to acquire all of the outstanding shares of Qualcomm Incorporated (QCOM) (“Qualcomm”) for per share consideration of $70.00 in cash and stock.

Under Broadcom’s proposal, the $70.00 per share to be received by Qualcomm stockholders would consist of $60.00 in cash and $10.00 per share in Broadcom shares. Broadcom’s proposal represents a 28% premium over the closing price of Qualcomm common stock on November 2, 2017, the last unaffected trading day prior to media speculation regarding a potential transaction, and a premium of 33% to Qualcomm’s unaffected 30-day volume-weighted average price. The Broadcom proposal stands whether Qualcomm’s pending acquisition of NXP Semiconductors N.V. (“NXP”) is consummated on the currently disclosed terms of $110 per NXP share or the transaction is terminated. The proposed transaction is valued at approximately $130 billion on a pro forma basis, including $25 billion of net debt, giving effect to Qualcomm’s pending acquisition of NXP on its currently disclosed terms.

“Broadcom’s proposal is compelling for stockholders and stakeholders in both companies. Our proposal provides Qualcomm stockholders with a substantial and immediate premium in cash for their shares, as well as the opportunity to participate in the upside potential of the combined company,” said Hock Tan, President and Chief Executive Officer of Broadcom. “This complementary transaction will position the combined company as a global communications leader with an impressive portfolio of technologies and products. We would not make this offer if we were not confident that our common global customers would embrace the proposed combination. With greater scale and broader product diversification, the combined company will be positioned to deliver more advanced semiconductor solutions for our global customers and drive enhanced stockholder value.”

Tan continued, “We have great respect for the company founded 32 years ago by Irwin Jacobs, Andrew Viterbi and their colleagues, and the revolutionary technologies they developed. Following the combination, Qualcomm will be best positioned to build on its legacy of innovation and invention. Given the common strengths of our businesses and our shared heritage of, and continued focus on, technology innovation, we are confident we can quickly realize the benefits of this compelling transaction for all stakeholders. Importantly, we believe that Qualcomm and Broadcom employees will benefit from substantial opportunities for growth and development as part of a larger company.”

Thomas Krause, Broadcom Chief Financial Officer, added, “The Broadcom business continues to perform very well. Broadcom has completed five major acquisitions since 2013, and has a proven track record of rapidly deleveraging and successfully integrating companies to create value for our stockholders, employees and customers. Given the complementary nature of our products, we are confident that any regulatory requirements necessary to complete a combination with Qualcomm will be met in a timely manner. We look forward to engaging immediately in discussions with Qualcomm so that we can sign a definitive agreement and complete this transaction expeditiously.”

Strategic and Financial Benefits

  • Creates a Leading Diversified Communications Semiconductor Company: Qualcomm’s cellular business is highly complementary to Broadcom’s portfolio, and the combination will create a strong, global company with an impressive portfolio of technologies and products.
  • Accelerates Innovation to Deliver More Advanced Semiconductor Solutions to Global Customers: As a result of enhanced scale, reach and financial flexibility, the combined company will benefit from the ability to accelerate innovation and deliver more advanced semiconductor solutions to its broad global customer base.
  • Compelling Financial Benefits: The combined company will have an enhanced financial profile, benefiting from Broadcom’s proven operating model with industry-leading margins. The combined Broadcom and Qualcomm, including NXP, will have pro forma fiscal 2017 revenues of approximately $51 billion and pro forma 2017 EBITDA of approximately $23 billion, including synergies. The transaction is expected to be accretive to Broadcom’s  Non-GAAP EPS in the first full year after close.

The combined company is expected to have an investment grade credit
rating and strong cash flow generation to facilitate rapid deleveraging.

Approvals and Financing

Broadcom’s proposal was unanimously approved by the Board of Directors of Broadcom. Broadcom is prepared to engage immediately in discussions with Qualcomm to work toward a mutually acceptable definitive agreement and is ready to devote all necessary resources to finalize the necessary documentation on an expeditious basis.

The proposed transaction will not be subject to any financing condition. BofA Merrill Lynch, Citi, Deutsche Bank, J.P. Morgan and Morgan Stanley have advised Broadcom in writing that they are highly confident that they will be able to arrange the necessary debt financing for the proposed transaction. Silver Lake Partners, which has served as a strategic partner to Broadcom in prior transactions, has provided Broadcom with a commitment letter for a $5 billion convertible debt financing in connection with the transaction.

Broadcom expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.

Redomicile Announcement

As previously announced on November 2, 2017, Broadcom intends to redomicile to change the parent company of the Broadcom corporate group from a Singapore company to a U.S. corporation.

Letter to Qualcomm

The full text of a letter sent to Qualcomm is below.

November 6, 2017

Board of Directors
Qualcomm Incorporated
5775 Morehouse Drive
San Diego, CA 92121

Dear Members of the Board of Directors:

On behalf of Broadcom, I am pleased to submit this proposal to acquire Qualcomm in a transaction that will provide Qualcomm stockholders with an immediate, substantial and compelling premium to the value that would be achievable by Qualcomm on a standalone basis, as well as the opportunity to participate in the upside potential of the combined company.

As you know from prior discussions between our two companies, Broadcom has been interested for some time in combining Qualcomm’s mobile business with the Broadcom platform. We continue to believe that such a combination will deliver substantial benefits to our respective stockholders, employees, customers and other stakeholders. We are hopeful that you will agree that the proposal we outline in this letter presents a compelling opportunity for Qualcomm stockholders to realize both present and future value for their Qualcomm shares.

Strategic Rationale

We have great respect for the legacy Qualcomm has built since its founding more than 30 years ago by Irwin Jacobs, Andrew Viterbi and their colleagues. Based on our knowledge of the semiconductor industry, we believe that there is a significant strategic, financial and operational rationale for the proposed transaction. A combination of Qualcomm and Broadcom will create a strong, global company with an impressive portfolio of industry-leading technologies and products. Given the highly complementary nature of our businesses, we are confident that our global customers will embrace the proposed combination as we work strategically with them to deliver more advanced value-added semiconductor solutions.

Since I discussed a combination with Steve in August of last year, Broadcom has successfully completed the integration of the Broadcom-Avago combination, de-levered its balance sheet and meaningfully increased revenues and profitability. As a result, Broadcom stockholders have been rewarded with a 55% appreciation in Broadcom’s stock price since that time, ranking in the top 10% among the S&P 500 over that period. We believe these factors, coupled with our history of successful acquisitions and integrations, clearly demonstrate our commitment and ability to implement value-enhancing transactions and deliver robust results for stockholders, employees, customers and other stakeholders.

Proposed Terms

We are offering Qualcomm stockholders $70.00 per share, consisting of $60.00 per share in cash and $10.00 per share in Broadcom shares. This represents a significant premium of 28% to the closing price of Qualcomm common stock on November 2, 2017, the last unaffected trading day prior to media speculation regarding a potential transaction, and a premium of 33% to Qualcomm’s unaffected 30-day volume-weighted average price. Our proposal stands whether your pending acquisition of NXP is consummated on the currently disclosed terms of $110 per share or that transaction is terminated.

Our proposal will enable Qualcomm stockholders to achieve both immediate cash value and the ability to participate in the future success of the combined enterprise, which will benefit from greater scale and broader product diversification. The combination of our two companies and associated synergies will be accretive to Broadcom’s earnings, which will directly benefit Qualcomm stockholders through their equity ownership in the combined company. We have significant experience with acquiring and integrating companies and an established track record of delivering financial results for our stockholders. I am confident that we can deliver similar results for our combined stockholders should we consummate this transaction.

Financing

The proposed transaction will not be subject to any financing condition. BofA Merrill Lynch, Citi, Deutsche Bank, J.P. Morgan and Morgan Stanley have advised us in writing that they are highly confident that they will be able to arrange the necessary debt financing for the proposed transaction. Silver Lake Partners, which has served as a strategic partner to Broadcom in prior transactions, has provided Broadcom with a commitment letter for a $5 billion convertible debt financing in connection with the transaction. We also expect to maintain our investment grade credit rating following the proposed transaction. We and our advisors are available to review our financing plans with you at your convenience.

Regulatory Approvals

We and our advisors have conducted extensive analysis of the regulatory approvals that will be required in connection with the proposed transaction, and we are confident that the transaction will receive all necessary approvals in a timely manner. We would not make this offer if we were not confident that our common global customers would embrace the proposed combination, and we do not anticipate any material antitrust or other regulatory issues that would extend the normal timetable for closing a transaction of this nature.

Employees

We have a long history of providing outstanding opportunities for leadership and growth to employees, including business unit leaders, of companies we acquire. Employees who have joined our company as a result of acquisitions have become an integral part of our business, and we look forward to the opportunity to welcome Qualcomm’s employees to Broadcom.

Conclusion

We believe that our proposal represents the most attractive, value-enhancing alternative available to Qualcomm stockholders, and that it is in the best interests of both parties to proceed as soon as possible to reach agreement on a transaction structure and terms. We are ready to devote all necessary resources to finalize all documentation on an expeditious basis. We and our advisors are prepared to engage in discussions immediately to work toward a mutually beneficial transaction.

We look forward to working with you to complete this transaction successfully and suggest that our respective financial and legal advisors and senior management team meet at your earliest convenience to work toward this goal.

This letter does not constitute a binding obligation or commitment of either company to proceed with any transaction. No such obligations will in any event be imposed on either party unless and until a mutually acceptable definitive agreement is formally entered into by both parties.

Sincerely,

/s/ Hock Tan

Hock Tan
President and Chief Executive Officer

Advisors

Moelis & Company LLC, Citi, Deutsche Bank, J.P. Morgan, BofA Merrill Lynch and Morgan Stanley are acting as financial advisors to Broadcom. Wachtell, Lipton, Rosen & Katz and Latham & Watkins LLP are acting as legal counsel.

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