You say the Abadi bid cannot be considered for several reasons - buy only give one reason - presence of a foreign government - Dubai/UAE. What are the other reasons? And what's wrong with a foreign govt purchasing a US private financial enterprise.
I think Flowers won't get it for two reasons;
1. I can see the bankruptcy judge being inclined to approve a bid for the entire REFCO Inc vehicle and I am not sure Flowers i sprepared to bd for the entire group.
2. I see a bidding war - now we have Dubai, IB & Calyon Financial and expect more serious bids/consortia to emerge. I doubt if Flowers will be aggresive in his bidding to win. He may ultimately take comfort in receiving hs $21.8M+ break-up fee plus his expenses (the MOU provides for a riembursment of expenses up to a $5m cap). Not bad for a month or so of work!
Well, as I said the situation is still very fluid but needs to be resolved ASAP or as the REFCO lawyer said, REFCO will melt to death!
personally, I am rooting for Calyon, it owuld be a very good megr e with an exisitng expereinced FCM management and teh strng backing of teh Credit Agricole group.
Godlfield and Winkleman of GS have great pedigree but what do they really know about the futures business?
What really surpised me i sthat GS via their GSEC unit (former SLK) didn't buy it. Or maybe they will in the auction (now that Greenhill is the adviser) and pay Flowers his 22M breakup fee!!
I think Flowers won't get it for two reasons;
1. I can see the bankruptcy judge being inclined to approve a bid for the entire REFCO Inc vehicle and I am not sure Flowers i sprepared to bd for the entire group.
2. I see a bidding war - now we have Dubai, IB & Calyon Financial and expect more serious bids/consortia to emerge. I doubt if Flowers will be aggresive in his bidding to win. He may ultimately take comfort in receiving hs $21.8M+ break-up fee plus his expenses (the MOU provides for a riembursment of expenses up to a $5m cap). Not bad for a month or so of work!
Well, as I said the situation is still very fluid but needs to be resolved ASAP or as the REFCO lawyer said, REFCO will melt to death!
personally, I am rooting for Calyon, it owuld be a very good megr e with an exisitng expereinced FCM management and teh strng backing of teh Credit Agricole group.
Godlfield and Winkleman of GS have great pedigree but what do they really know about the futures business?
What really surpised me i sthat GS via their GSEC unit (former SLK) didn't buy it. Or maybe they will in the auction (now that Greenhill is the adviser) and pay Flowers his 22M breakup fee!!
Quote from rufus_4000:
I haven't been involved in the buy-out of a clearing firm for a couple of years now, so my statistics maybe foggy.
Why people think that Flowers got a "sweet heart" deal I don't understand. Flowers paid 103% of regulatory equity in Refco FCM, which is a good deal, but not a fantastic one. In the light of recent account pull outs and the associated risks of market erosion, I think Flowers paid fair market price.
Clearing firms don't have the margins that an investment bank does, they usually hover around the 8-10-12% range, yes Refco FCM last year generated 14% pre-tax margins (according to the S-1), which is very good, but with the uncertainty of erosion, and reputation loss, 1x equity is not bad. I have seen bids of less than equity for clearing firm sales. For instance, BofA was required to sell off their retail clearing business as a part of their settlement with SEC regarding mutual fund scandal, they only got around 65-70% of equity as the final sale. Refco FCM is probably not in as bad of a situation as BofA, but the market erosion is as signifcant.
The Abadi bid (supposedly $1B for the entire firm) can not be considered for several reasons, one is is that it is entirely backed by the Dubai Government, dealing with selling of assets to a government firm is problematic for both TH Lee as the owner and potentially the SEC as well. There are very few cases where foreign government have purchased US based financial services firms, none significant that I can think of. Rejecting the Abadi bid is probably the right thing to do.
2.8% break-up fee is very high, but that's up to the seller (TH Lee) and the buyer. The 2.8% exactly offsets the premium (3%) that Flowers pays above equity. Nicely structured, I must say.
All of all, the deal will go through, I would imagine that would be 1 or 2 more non-serious bids, but the Flowers buy will go through. I would imagine that Flowers will change the name (he did the same with LTCB to Sensei), run it for a year, then sell it to an investment bank, or gobble up one or two smaller FCMs and try to go public again.
There are some implicit trust between Flowers and the Goldman bankers, obviously. He probably saw some due-diligence related information. But to get it done in 2-3 days is still quite amazing.