全資收購百思買難度增大
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????電子零售巨頭百思買（Best Buy）宣布管理層重大調整，并警告公司稱第三季度營收將大幅低于預期后，百思買股價在昨天遭受重創。截至收盤時段，百思買股價下跌超過10%，收盤價為15.17美元，百思買目前市值僅剩57億美元。 ????有些人認為，這意味著百思買被其創始人迪克?舒爾茨收購的可能性又大了一點。但我不這么認為。 ????首先，舒爾茨根本沒有出價。8月27日，位于明尼阿波利斯市的百思買公司表示，舒爾茨可以查看公司的賬簿，組織一個投資者團體（明尼蘇達州法律允許的特殊情況）。然后，他將有60天時間，擬定一個全資收購計劃。而不管按什么歷法算，今天都已經是第60天了。 ????一位接近百思買的內部人士透露，現在，舒爾茨提出全資收購計劃的最后期限實際是在11月中下旬，但不清楚到底是因為什么原因。或許是舒爾茨要求并如愿獲得30天延期（我們之前曾提到過這種可能性）。又或許這筆交易進行了修改，而60天的期限是從修改之后開始計時。我所知道的是，百思買一直很堅持，不愿收購一事拖到假期購物季。所以我無法想象，舒爾茨的最后期限是11月中旬，之后還能獲得30天的延期（除非百思買近期的股價下跌已經摧毀了該公司的財務杠桿）。 ????我們暫且不提最后期限的事，按常理來看，似乎是百思買的業績越差，舒爾茨的收購就越容易。因為這是定價的一個砝碼。而百思買的股價跌得越狠，舒爾茨需要籌集的外部資金就越少。 ????但不要忘了，舒爾茨不僅僅只向Leonard Green和TPG資本（TPG Capital）等私募資本發出了邀請。他還需要數十億美元的杠桿貸款，而這一次，各大銀行在貸款額之外，將更多重心放在了信貸風險評估上。 ????百思買發布最新的財務指南之前，該公司就已淪為垃圾債券，而現在的形勢只會更糟糕。多位私募資本內部人士向我透露，許多銀行——其中不包括正與舒爾茨合作的瑞士信貸（Credit Suisse）——對這筆交易深表懷疑。昨天的新聞可能會成為壓倒百思買的最后一根稻草。鑒于百思買的債務如此龐大（超過50億美元），舒爾茨需要幾家銀行聯合提供資金。 ????沒錯，舒爾茨承擔了很大壓力，必須提出一個方案。舒爾茨是明尼阿波利斯市的商業偶像。他這次發布新聞稿，開啟與百思買的談判，可謂押上了自己的身家信譽。但最終事情恐怕由不得他做主。 ????譯者：項航 |
????Best Buy shares took a beating today, after the electronics retailer announced a management shakeup and warned that third quarter earnings would be significantly worse than previously expected. Shares were off more than 10% to finish the day at $15.17 a piece, which represents a market cap of just $5.7 billion. ????To some, this means that Best Buy (BBY) is just one step closer to being acquired by company founder Dick Schulze. But I wouldn't be quite so sure. ????For starters, where is the offer? On August 27, Minneapolis-based Best Buy said that Schulze could see the company's books and put together an investor group (something otherwise permitted by Minnesota law). He then would have 60 days to put together a fully-financed offer. According to the Gregorian calendar (otherwise known as the Outlook calendar), today is Day #60. ????A source close to Best Buy says that Schulze now actually has until sometime in mid-to-late November, but was unclear as to exactly why. Perhaps he asked for, and received, a 30-day extension (as we mentioned was possible at the time). Or maybe the deal was reworked or the clock actually started later. All I know is that Best Buy had been quite adamant that it didn't want the process bleeding into the holiday shopping season, so I can't imagine that Schulze has until mid-November and then could get a 30-day extension from that point (unless its recent stock woes have destroyed is leverage). ????But leaving due dates aside, conventional wisdom seems to be that Schulze's job gets easier the worse Best Buy performs. It's a pricing argument. The lower Best Buy's stock sinks, the less outside capital Schulze needs to raise. ????What it forgets, however, is that Schulze isn't only propositioning private equity partners like Leonard Green and TPG Capital. He also needs to secure billions of dollars in leveraged loans, and banks pay more attention to credit risk than to the check size. ????Best Buy already was a junk bond deal before the latest financial guidance, which means that today it smells even worse. I've been hearing from private equity sources that many banks have expressed serious doubts -- outside of Credit Suisse (CS), which is working with Schulze -- and that today's news could be the final straw. And, given the amount of debt we're talking about (in excess of $5 billion), Schulze needs several banks to step up. ????To be sure, Schulze is under a lot of pressure to put something on the table. He's a business icon in Minneapolis, and put his credibility on the line by initially negotiating with Best Buy via press release. But, in the end, it may not be up to him. |
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