Elon Musk has unveiled a $46.5bn financing package to fund his takeover bid for Twitter as he pushes ahead with a deal that would be one of the largest leveraged buyouts in history.
The billionaire chief executive of Tesla has lined up $25.5bn in debt — including a margin loan of $12.5bn against his shares in the electric vehicle maker — from a group of banks led by Morgan Stanley, his financial adviser.
Separately, he said he would provide $21bn of equity for the deal, according to paperwork filed with the Securities and Exchange Commission on Thursday, although he did not provide further details of where this portion of the financing would come from.
The offer effectively puts Musk on the hook for $33.5bn of the financing package, or over 70 per cent, although he could bring in co-investors to finance the equity portion of the deal.
Securing the financing is a crucial milestone for the maverick entrepreneur who made a $43bn hostile offer to take Twitter private last week. Completing a deal would turn Musk into a social media baron with the power to control what he has defined as the world’s “de facto public town square”.
The San Francisco-based social media group acknowledged receiving Musk’s “updated, non-binding proposal”, but gave no formal response other than to say its board was “committed to conducting a careful, comprehensive and deliberate review” of the offer.
The Twitter board has already raised its defences against Musk, however. Last Friday, it launched a “poison pill” that would frustrate a hostile takeover by making it highly uneconomical for anyone to buy more than 15 per cent of Twitter stock in the open market.
Musk is expected to use the financing package to launch a tender offer to all Twitter shareholders in the coming days, a move that will put pressure on the social media company’s board to negotiate with him.
Musk has lined up a dozen lenders — including Bank of America, Barclays, MUFG and Credit Suisse — to provide debt and the margin loan secured against $62.5bn worth of his Tesla shares. The debt package includes a $6.5bn senior bank loan, a $500mn revolving credit facility and $6bn split across secured and unsecured bridge loans from seven of the banks.
Twitter has hired JPMorgan Chase and Goldman Sachs to advise it on the hostile bid.
Now that Musk has assembled an initial financing package, private equity investors will weigh whether to try to participate in the financing package, either as holders of the debt or as equity partners.
Lenders within the private credit market have told the Financial Times they expect it can absorb north of $10bn in debt and billions more in preferred equity commitments.
Given the risk of the $13bn of debt used to fund the deal, many of the banks financing the bid are expected to try to quickly sell that debt on to third-party investors, including private credit managers such as Apollo Global Management.
Software buyout group Thoma Bravo has also been exploring taking part in a Twitter buyout, but it has not yet said whether it intends to proceed or would be interested in working with Musk.
Other large lenders such as Blackstone Credit have been waiting for a financing package to emerge before deciding whether to participate, said people familiar with their thinking.
Taking Twitter private remains a controversial investment within the buyout industry, with some of the industry’s largest players such as Blackstone, Vista Equity Partners and Brookfield Asset Management uninterested in participating in an equity bid, sources have told the FT.
Silver Lake and Elliott Management, two large shareholders who supported Twitter’s chief executive Parag Agrawal as he took over from co-founder Jack Dorsey in November, have not said whether they have any interest in participating in Musk’s takeover bid.
Twitter shares were mostly flat in mid-morning trading on Thursday.
With additional reporting from Sujeet Indap
Original Post: ft.com
The Fed Owes the American People Some Plain-speaking
This week financiers’ eyes have been firmly fixed on the Federal Reserve. No wonder. On Wednesday the US central bank raised rates at the most aggressive pace for 22 years, as Jay Powell, Fed chair, finally acknowledged the obvious: inflation is “much too high”.
But as investors parse Powell’s words, they should spare a thought for a central bank on the other side of the world: the Reserve Bank of New Zealand.
In recent years, this tiddler has often been an unlikely harbinger of bigger global trends. In the late 20th century, for instance, the RBNZ pioneered inflation targeting. More recently, it embraced climate reporting ahead of most peers.
Last year, it started tightening policy before most counterparts. And this week it went further: its latest financial stability report warns of a “plausible” chance of a “disorderly” decline in house prices, as the era of free money ends.
Unsurprisingly, the RBNZ also said it hopes to avoid a destabilising crash. But the key point is this: the Kiwi central bankers know they have an asset bubble on their hands, since property prices have jumped 45 per cent higher in the last two years and “are still estimated to be above sustainable levels”. This reflects both ultra-low rates and dismally bad domestic housing policies.
And it is now telling the public and politicians that this bubble needs to deflate, hopefully smoothly. There is no longer a Kiwi “put” — or a central bank safety net to avoid price falls.
If only the Fed would be as honest and direct. On Wednesday Powell tried to engage in some plain speaking, by telling the American people that inflation was creating “significant hardship” and that rates would need to rise “expeditiously” to crush this. He also declared “tremendous admiration” for his predecessor Paul Volcker, who hiked rates to tackle inflation five decades ago, even at the cost of a recession.
However, what Powell did not do was discuss asset prices — let alone admit that these have recently been so inflated by cheap money that they are likely to fall as policy shifts.
A central bank purist might argue that this omission simply reflects the nature of Powell’s mandate, which is to “promote maximum employment and stable prices for the American people”, as he said on Wednesday. In any case, evidence about the short-term risk of asset price falls is mixed.
Yes, the S&P 500 has dipped into correction territory twice this year, with notable declines in tech stocks. However, the American stock indices actually rallied 3 per cent on Wednesday, after Powell struck a more dovish tone than expected by ruling out a 75 basis point rise at the next meeting.
And there is no sign of any fall in American property prices right now. On the contrary, the Case-Shiller index of home prices is 34 per cent higher than it was two years ago, according to the most recent (February) data.
However, it beggars belief that Powell could crush consumer price inflation while leaving asset prices intact. After all, one key factor that has raised these prices to elevated levels is that the Federal Reserve’s $9tn balance sheet almost doubled during the COVID-19 pandemic (and has expanded it nine-fold since 2008.)
And, arguably, the most significant aspect of the Fed’s decision on Wednesday is not that 50bp rise in rates, but the fact that it pledged to start trimming its holdings of mortgages and treasuries by $47.5bn each month, starting in June — and accelerate this to a $90bn monthly reduction from September.
According to calculations by Bank of America, this implies a $3tn balance sheet shrinkage (quantitative tightening, in other words) over the next three years. And it is highly unlikely that the impact of this is priced in.
After all, QT on this scale has never occurred before, which means that neither Fed officials nor market analysts really know what to expect in advance. Or as Matt King, an analyst at Citibank, observes: “The reality is that tightening hasn’t really started yet.”
Of course, some economists might argue that there is no point in the Fed spelling out this risk to asset prices now, given how this might hurt confidence. That would not make Powell popular with a White House that is facing a difficult election, Nor would it help him achieve his stated goal of a “soft” (or “softish”) economic landing, given that consumer sentiment has wobbled in recent months.
But the reason why plain speaking is needed is that a dozen years of ultra-loose policy has left many investors (and households) addicted to free money, and acting as if this is permanent. Moreover, since the Fed has repeatedly rescued investors from a rapid asset price correction in recent years — most recently in 2020 — many investors have an innate assumption that there is a Fed “put”.
So if Powell truly wants to emulate his hero Volcker, and take tough measures for long-term economic health, he should take a leaf from the Kiwi book, and tell the American public and politicians that many asset prices have been pumped unsustainably high by free money.
That might not win him fans in Congress. But nobody ever thought it would be easy to deflate a multitrillion dollar asset price bubble. And the Fed has a better chance of doing this smoothly if it starts gently and early. Wednesday’s rally shows the consequences of staying silent.
Original Article: ft.com
Nasdaq Tumbles 5% in Sharpest Fall Since 2020
Wall Street’s Nasdaq Composite tumbled 5 per cent on Thursday in its steepest decline since the market tumult of 2020, marking an abrupt reversal from a powerful rally in the previous trading session.
The Nasdaq, where many of the leading US technology companies are listed, fell as much as 5 per cent in early afternoon trading in New York, the heaviest intraday drop since September 2020.
The blue-chip S&P 500 index also suffered heavy selling, sliding almost 4 per cent. Every major sector was in the red, with economically sensitive industries including consumer discretionary, technology and financial companies among the biggest fallers.
The S&P has declined 13 per cent this year as prospects of higher borrowing costs and sustained high inflation have threatened corporate profits. The Nasdaq is down more than 20 per cent.
US government bonds also faced an intense bout of selling pressure, sending the yield on 10-year Treasury notes soaring 0.18 percentage points to 3.1 per cent per cent.
The sharp reversal after a buoyant performance for US stocks and Treasuries in the previous session comes as leading central banks withdraw crisis-era stimulus measures at a time when concerns over global economic growth are mounting.
The Federal Reserve, the world’s most influential central bank, raised its main interest rate by 0.5 percentage points on Wednesday in its biggest increase since 2000, as it attempts to tame intense inflation. Jay Powell, the Fed chief, sent a strong signal that the US central bank is likely to raise rates by the same amount at it next two meetings.
However, in a sign of the headwinds facing global economies, the Bank of England on Thursday warned the UK will slide into recession this year as higher energy prices push inflation above 10 per cent.
“This is really the sum of all our fears” about the UK economy, said Roger Lee, head of UK equity strategy at Investec. “Growth forecasts have been downgraded, inflation expectations have been upgraded and interest rates are still going up.”
At the same time, many of the companies that thrive on optimistic consumer sentiment have faced sharp declines in their share prices as the war in Ukraine and rapid price growth weigh on investor confidence.
Shares in Shopify, the Canadian ecommerce platform that helps brands and retailers open online stores, fell by almost 17 per cent on Thursday after revenues of $1.2bn for the first quarter came in $38mn below analysts’ expectations. The company’s stock has fallen by around 70 per cent this year.
In Europe, Zalando, one of the continent’s largest pure-play ecommerce retailers, on Thursday said full-year sales and profits would be at the lower end of a previously-forecast range, sending its shares down more than 10 per cent.
Chief executive Robert Gentz said the company was “adjusting to the lower levels of demand that we are seeing” but that the longer-term structural trend towards ecommerce remains intact. His comments follow a profit warning on Wednesday from UK fast-fashion retailer Boohoo.
Meanwhile, in currencies, the dollar index, which measures the greenback against a basket of six others, rose 1.2 per cent on Thursday. Sterling slumped more than 2 per cent against the dollar to $1.23, its weakest level since June 2020.
Reporting by Adam Samson, Naomi Rovnick, George Steer and Ian Johnston in London, Eric Platt in New York and Hudson Lockett in Hong Kong
Original Source: ft.com
Tankers of Russian Oil a Prime Target for Western Sanctions
Earlier this month Boris Johnson, the British prime minister, grabbed headlines by travelling to Kyiv to demonstrate his solidarity with Volodymyr Zelensky, the Ukrainian president.
It was eye-catching, tub-thumping stuff. But if Johnson wants to support Ukraine against Russia’s invasion, he now should make a symbolic visit to a closer destination: the headquarters of Lloyd’s, the world’s largest insurance marketplace, in the City of London.
Thus far, the insurance industry has attracted little public scrutiny compared with banks, in relation to the west’s sanctions against Russia. No wonder: most politicians (and voters) have only limited awareness of the sector’s complex but crucial role in finance and trade.
But the industry matters deeply now. If the British government, along with its EU and US counterparts, were to demand that insurance companies stop protecting tankers carrying Russian oil, it would be another potent weapon in western efforts to squeeze Moscow.
To understand why this matters, consider current oil flows. In recent weeks, rising outrage about Russian aggression has prompted some western companies, such as Shell, to self-sanction by (belatedly) refusing to touch Russian oil. And the Biden administration has also imposed an oil embargo, albeit one that has mostly symbolic value.
But that has not stopped exports. “The movement of Russian crude by tanker ship was just over 3m barrels per day in February and March, but more than 4m bpd in the first 17 days of April,” as Anette Hosoi and Simon Johnson, two economists, note in a recent paper.
This is partly because the EU has not imposed an oil and gas embargo, prompting Josep Borrell, EU foreign policy chief, to lament in early April that “since the start of the war, we’ve given [Russian president Vladimir Putin] €35bn, compared to the €1bn we’ve given Ukraine to arm itself”.
But non-western countries such as China and India are also gobbling up the black stuff, at an accelerating rate. “India has been ramping up its imports massively — there has been a fivefold increase [since the invasion],” says Florian Thaler, co-founder of OilX, an oil analytics company. This helps explain the unexpected rebound in the rouble: funds are flooding into Moscow’s coffers, as the oil price rises.
One way to counter this would be to introduce an EU embargo. That might yet happen, although it remains highly contentious. However, it would not stop non-EU countries from accelerating their own purchases, since “China and India are not easily deterred” by western appeals, as Thaler notes.
That might change if sanctions were placed on the trading companies that handle oil or the banks that finance these trades. However, another option is to look at tankers. Right now they carry about three-quarters of all Russian oil exports, according to Thaler — and almost all the oil that flows to India. Even China is heavily reliant on tankers, notwithstanding two pipeline links to Russia.
More than half of recent oil shipments from Russia have been carried on tankers belonging to companies headquartered in Greece, according to data compiled by the Institute of International Finance. Most of the rest carry Russian, Chinese, Scandinavian and Singaporean flags.
This means that one way for the west to reduce the tanker flow would be to ban EU ships from touching Russian crude. Another more effective tactic that would hit non-EU vessels would be for the British government to prevent the Lloyds Marine and Aviation syndicates from insuring fleets that carry Russian oil; and for the UK, EU and US to ban the provision of property and indemnity insurance, via mutual industry clubs.
This would not halt all traffic, since “there is always an element of sails without insurance”, Neil Roberts head of marine and aviation at the Lloyds Markets Association told British politicians last week. The tale of Iran shows how inventive traders can exploit loopholes.
But most nation states will not deal with uninsured fleets, and it would be tough for shipping groups to find alternative coverage quickly. As Roberts notes, 95 per cent of the global fleet uses P&I insurance, and London provides 80 per cent of war coverage.
So will this tool be deployed? It is not clear. Self-sanctioning is already occurring with new insurance contracts. But the insurance companies say they cannot legally withdraw existing contracts without a direct government order, and complain that the current situation is dangerously muddled. “I draw a parallel with Italy in 1935 [after the invasion of Abyssinia], when there were sanctions put on an aggressor state, but there was confusion as to whether or not they would put sanctions on oil, and they therefore failed,” Roberts told the UK parliament.
Moreover, insurance executives are quietly lobbying against any draconian move since they fear it would damage the status of the City. Maybe so.
But the reality is that unless Russia’s energy exports are reduced, Putin’s coffers will remain reasonably full. And while an EU embargo would hurt (if it ever materialised), it would not be comprehensive. For that reason, it is time for western leaders like Johnson to look hard at those insurance weapons — even if Lloyds and P&I contracts are not as telegenic as a walkabout with Zelensky in Kyiv.
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