Interactive Brokers Bids for Refco's Futures Business (Update1)
Oct. 20 (Bloomberg) -- Interactive Brokers Group LLC, the biggest independent U.S. broker-dealer, said it made an offer for the regulated futures units of Refco Inc. that exceeds the bid of J.C. Flowers & Co.
Interactive told Refco's bankruptcy lawyers it's willing to pay 106 percent of Refco's net regulatory capital, a sum that's subject to change as Refco struggles to satisfy customers and creditors following its filing for bankruptcy on Oct. 17. Flowers offered 103 percent.
Interactive Brokers is ``prepared to execute a memorandum of understanding, on the same terms as Flowers,'' except for the increased purchase price and the absence of a break-up fee, according to the letter, sent to Skadden Arps Slate Meagher & Flom.
The Interactive bid came as several Refco customers objected in U.S. bankruptcy court in Manhattan to a proposal by Bank of America Corp. to permit Refco to use $10 million for bankruptcy expenses out of cash collateral the bank held on a $644 million loan.
Rogers International Raw Materials Fund LP, an investment fund controlled by George Soros's former partner Jim Rogers, said 63 percent of its assets are locked up because of Refco's bankruptcy. The Rogers Fund asked bankruptcy judge Robert Drain to make sure that its money was protected before the judge agreed to the Bank of America plan.
Customer Money
Rietumu Banka, based in Riga, Latvia, and RB Securities, a firm affiliated with Reitumu, also objected to the Bank of America plan because of concern about assets they placed with Refco to use for customer trades.
When the agreement with Flowers was signed on Oct. 17, Refco's futures business had net regulatory capital of $746 million, generating a purchase price of $768 million. Interactive Brokers' bid would generate a purchase price of $791 million. If that capital decreases, so would the purchase price.
Refco's memorandum of understanding with Christopher Flowers's New York-based buyout firm requires competing bids to be at least $20 million higher than the $768 million offer.
Refco lawyer J. Gregory Milmoe of Skadden Arps told Drain yesterday that the company is seeking an expedited sale process to preserve value for creditors owed more than $16 billion.
On Oct. 14, the regulated business had $7.5 billion in customer accounts. That dropped to $4.1 billion by Oct. 18 amid concern by customers that they would lose their investments, Milmoe said at yesterday's hearing. He described the assets as ``an ice cube that has been melting.''
Break-Up Fee
Refco also agreed to pay Flowers a fee equal to 2.8 percent of the purchase price should it sell the assets to another buyer. Break-up fees typically average between 2.5 percent and 3 percent in large bankruptcy sales. Refco would need to obtain court approval to pay the fee.
In its original filing on Oct. 17, Refco listed $48.8 billion in assets as of February 2005, adding in a footnote that the company's financial statements as of February 2002- 2005 couldn't be relied upon. Court papers submitted yesterday listed assets of $16.5 billion as of August 2005.
Refco announced Oct. 10 that it had discovered a $430 million debt to the company owed by then-chief executive Phillip Bennett, who was then relieved of his duties. Bennett, 57, was arrested the next day and charged with securities fraud for hiding the debt, which he has repaid.
The case is In re Refco Inc., No. 05-60006, U.S. Bankruptcy Court, Southern District of New York.
To contact the reporter on this story:
Andrew Dunn in New York at
adunn8@bloomberg.net; or Tom Becker in U.S. Bankruptcy Court in
New York
tbecker5@bloomberg.net.
Last Updated: October 20, 2005 18:34 EDT