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corporate financing week
Exclusive news, views and analysis on global M&A activity, IPOs and private equity
www.corporatefinancingweek.com A PUBLICATION OF BUSINESS MONITOR INTERNATIONAL LTD.

december 06 2010
VOL. XXXVI, NO. 48
Market Leader
ISSN: 1064-1912
When is a BRIC not a BRIC?
Market Leader 1,5-7 Although it has become customary Brazil Blossoming
to bracket together Brazil, Russia, Brazilian M&A Activity In Volume (US$) And Deal Count

Deal Of The Week 1 India and China under the collective


70
Volume (US$bn) LHS
160

heading of BRICs, not all of these 60 Deal Count RHS 140

Global 2-4 economies display the characteristics 50 120

that give the group its perceived 100


Emerging Markets 5-7 40
common identity. 80

For CFW, the term BRIC really 30


US M&A Record 6 60
applies to a set of economies that 20
40
are fast-growing, drawing in foreign 10
Asia 7-9 20
capital and, crucially, are also in the
process of decoupling themselves
0 0
EMEA 10
Mar-01

Mar-02

Mar-03

Mar-04

Mar-05

Mar-06

Mar-07

Mar-08

Mar-09

Mar-10
Sep-01

Sep-02

Sep-03

Sep-04

Sep-05

Sep-06

Sep-07

Sep-08

Sep-09

Sep-10
from the West and becoming
Latin America 10-12 influential economic forces in their Source: BMI

own right.
Global Top 10 M&A 11 In corporate financing terms, this means that they should boast M&A across a
range of sectors – which in turn requires a fairly advanced degree of economic
Key Market Views 12 diversification – and be engaged in cross-border deal-making that goes both ways.
These qualities are chiefly applicable to India and China. They apply less to Brazil,
Closing Bell 12 and arguably not at all to Russia.

(continued on page 5)

Table of the Week Deal Of The Week


Leveraged Loan Issuance Y-T-D
Region/Nation Value Volume % Chg
The Private Equity Snow Forecast
(US$bn) y-o-y Winter is here! And with winter sports enthusiasts busy packing their skis and
Worldwide 455.3 1,213 28 heading off to the slopes, Denver-based private equity (PE) fund KSL Capital
Americas 377.2 1,074 61 Partners has skipped the lift lines and acquired a whole resort. Indeed, KSL
Africa 2.5 2 -62 has hit the slopes with the acquisition of the bulk of the shares in Squaw Valley
Middle East 0.2 1 -98 Development Company, the owner of California’s Squaw Valley USA ski resort.
Europe 55.5 81 -32 The buyout fund has committed itself to spending US$50mn over the next three to
Asia (ex. Japan) 12.3 41 -42 five years on the resort, which includes 2,850 vertical feet of skiing and the Village
Japan 7.6 15 156 at Squaw Valley. Interest in winter sports resorts appears to be snowballing: last
BRIC 10.1 21 -36 month Vail Resorts announced it was acquiring the Northstar-at-Tahoe ski area in
Source: Thomson Reuters a US$63mn deal. Squaw, which played host to the Winter Olympics back in 1960,
also becomes the second former games venue to fall into the hands of PE: Fortress
Investment Group LLC-owned Intrawest ULC currently operates Whistler
Blackcomb Ski Resort, which was home to the 2010 Vancouver Olympics.

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Corporate Financing Week www.corporatefinancingweek.com December 06 2010

Global
Pharma M&A: A Way Down From The Patent Cliff?
The headwinds facing the pharmaceutical industry could to diversify or innovate the group other than expand the
lead to more leading drugs companies opting for M&A balance sheet. Roche acquired Genetench for US$47bn
as a route of expansion in 2011. Pharma companies are last year, only for it now to be the main target of the parent
facing a wave of patent expirations and challenges, dubbed company’s cost-cutting and job-shedding drive. Any
the ‘patent cliff’ by industry observers. Competition from acquisition of Actelion would be a leap of faith given that
generic medicines, which can be 20-80% cheaper than its top-selling Tracleer (bosentan) hypertension drug falls
the branded original, could severely dent revenue streams out of patent protection in five years. The buyer would have
from lucrative product lines. Patents set to expire include to keep their fingers crossed that its late-stage compounds
Pfizer’s US$7.5bn a year Lipitor (atorvastatin), Bristol- fulfil their promise.
Myers Squibb’s US$5.6bn Plavix and GlaxoSmithKline’s Deal premia for the sector can get a bit on the high
US$4.7bn Advair Diskus (fluticasone and salmeterol). Eli side, too. Johnson & Johnson paid a premium of 58%
Lilly’s exposure to patent expiries, which include the loss in its acquisition of Crucell earlier this year, while in
of its top-selling anti-psychotic Zyprexa (olanzapine), is May, Japan’s Astellas Pharma bought cancer drug
thought to amount to 40% of its sales, while that of the manufacturer OSI Pharmaceutical for 68% more than
UK’s GlaxoSmithKline could be 32%. Pharma companies’ the target’s average share price during the 30 days since
ability to develop new drugs, a hit-and-miss process at the the announcement of the deal. For the moment, Sanofi
best of times, is likely to be constrained by the slashing of Aventis is refusing to budge from its US$69 per share
health and university spending across developed markets. offer for Genzyme, despite the objections of the target
Switzerland’s Roche has announced that it is to cut costs by company’s board. The impasse could be broken if
CHF2.7bn, including a 6% staff reduction, while Pfizer will Genzyme’s management is willing to explore settling for
be shedding 19,000 jobs. a lower price provided additional rewards can be made to
Acquiring new products through takeovers has been a the shareholders based on the performance of its leukaemia
popular stop-gap for many of the major pharmaceuticals drug Campath (alemtuzumab).
since the late-1990s. This is the thinking that drove last If big pharma is to go down the acquisition route, it may
year’s blockbuster pharma deals, including Merck & make more sense to target the fastest growth areas, such as
Co’s US$41bn takeover of Schering Plough and Pfizer’s generics and emerging markets. Indeed, some companies
US$68bn purchase of Wyeth. This summer, French have started doing this. In 2009, Pfizer bought 40% of
pharma giant Sanofi Aventis launched a US$18.5bn hostile Brazil’s off-patent medicine maker Teuto, while last month
takeover bid for US biotech firm Genzyme, after cutting Sanofi Aventis acquired Chinese over-the-counter medicine
its 2010 earnings forecast in July because US regulators maker BMP Sunstone. The best way to secure growth for
approved a generic version of its Lovenox (enoxaparin) the long-term is of course through the development of new
blood thinner. European biotech company Actelion has ground-breaking drugs, but for as long as these remain thin
said that it has been in ‘regular dialogue’ with industry on the ground CFW expects pharmaceuticals to settle for
participants, triggering market speculation that it could acquisitions as the next best thing. Some of these will be in
be acquired by US-based Amgen. Meanwhile Japanese EM, but the penchant for blockbuster-on-blockbuster M&A
drugmaker Takeda has asked its US subsidiary to explore is also likely to continue, if the past ten years are anything
M&A possibilities as part of its development strategy. to go by. That said, the pool of eligible large independent
The chief caveat of a strategy that involves blockbusters biotechs is shrinking. Apart from Actelion and Genzyme,
buying other blockbusters is that these deals often do little there is basically only Amgen, Gilead and Biogen left.

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Blackstone & Greenergy Emerge Bid For UK Downstream Assets


Private equity giant Blackstone Group and privately-held refining and fuels retailing assets, in response to poor
fuels distributor Greenergy have emerged as potential refining margins, and reflecting a preference to invest in
buyers for British downstream assets being divested by high-growth areas such as unconventional and deepwater
Total, ExxonMobil and Murphy Oil, the Financial Times exploration and production. Whereas PE investment in
reported on November 25 2010, citing sources close to the the US upstream segment is an old story, there has been
matter. The FT said that both companies submitted first- little interest by the sector in downstream European assets
round bids in the auction of these assets. to date. Given its significant real estate investments,
Down With Downstream Blackstone’s interest in the British downstream assets on
Murphy Oil’s UK Refined Product Sales (b/d) offer could be driven by their real estate potential. The
40,000
Gasoline firm’s failure to acquire Dynergy in November 2010 makes
Kerosene
Diesel and Heating Oil
35,000
it easier for it to allocate acquisition cash.
30,000
Total Recall
25,000 Total’s Global Refined Products Sales (000 b/d)
1600
20,000 France Rest of Europe US
1400
15,000
1200
10,000
1000
5,000
800
0
2005

2006

2007

2008

2009

600

Source: Murphy Oil 400

200
French major Total said in September 2010 that it had
0
appointed JPMorgan to oversee the sale of 780 retail sites 2007 2008 2009
in the UK, in addition to tankers and terminals. CFW has Source: Total

previously suggested Lukoil as a potentially interested


party. Additionally, Murphy has appointed Goldman Sachs Greenergy’s interest in boosting its portfolio of British
to oversee its divestment of 430 British service stations downstream assets comes as no surprise. By its own
(which trade under the ‘Murco’ brand), some of its storage measure, the company’s share of the UK fuels market
terminals as well as its Milford Haven refinery. Meanwhile, has grown from less than 5% in 2005 to 20% in 2010 to
Exxon confirmed on November 21 that it intends to sell its date. Impressively, Greenergy’s monthly sales grow 70%
100 Scottish filling stations, while continuing to supply its between June 2007 and December 2009, through the worst
Esso-branded fuel to those sites. of the UK economic downturn. Currently, Greenergy
sources, blends and sells about 8bn litres of refined products
Eurozone Weakness annually, but does not operate any retail stations. It remains
The decision by these companies to downgrade their to be seen whether Greenergy will choose to become a
presence in the British downstream segment fits into retail site operator or merely improve its efficiency through
the larger trend of divestment by majors of European the acquisition of tankage and terminals.

LBOs and Refinancing Woes: Mixed Fortunes For Buyout Funds


Buyout funds are finding their focus being stretched in (PE) will return to its LBO origins, buyout shops are
two different directions at present. CFW identifies that finding it easier to ink deals once again. According to
while buyout funds will be revelling in 1) the renaissance Thomson Reuters data, last month saw LBO deal volume
of leveraged buyouts (LBOs) : November recorded the total US$21.3bn from 76 deals, including the two largest
strongest month for LBO deals since the onset of the such deals of the year: the US45.21bn management buyout
financial crisis; they will also be acutely concerned that 2) of oil and gas producer Exco Resources and the US$5.15bn
funds are facing a wall of refinancing: in Europe alone acquisition of Del Monte Foods by an investment group
EUR500bn of debt is set to mature between now and 2017, lead by PE giant Kohlberg Kravis Roberts (KKR). The
according to Standard and Poor’s. result was that the month of November recorded the largest
In line with CFW ‘s long-held view that private equity monthly volume for leveraged buyouts since July 2007,

www.corporatefinancingweek.com 3
Corporate Financing Week www.corporatefinancingweek.com December 06 2010

when LBO deal value reached US$63.6bn. they saw as offering a more mature and safer investment.
When borrowing was rife during the boom years, PE However, on the back of high-yield bonds soaring again
firms were able to make cash-heavy acquisitions, safe in this year, financing of deals is gathering steam once more.
the knowledge that debt investors would help them finance We need look no further than the buyout of US fashion
The Real Deal retailer J Crew Group by TPG Group and Leonard
Global LBO Deals Green & Partners to support this view. The deal for
25,000 140
Deal Value (US$mn) LHS J Crew is set to be financed with US$1.85bn in debt
financing, according to an SEC filing.
Deal Volume RHS 120
20,000
100 Despite the positive sentiment surrounding current deals,
15,000
80
buyout funds need not be reminded that trouble is only
just around the corner, with a wall of debt set to mature
10,000
60
over the coming seven years. The eye of the storm looks
40 to be 2014, when EUR100bn of leveraged loans will reach
5,000
20
maturity according to Nomura . It appears that the slew of
buyouts agreed in the run-up to the financial crisis, when
debt was cheap and growth seemed assured, may face
0
Mar-09

Jul-09

Mar-10

Jul-10
Jan-09

Jan-10
May-09

Sep-09

Nov-09

May-10

Sep-10

Nov-10

some turbulence. Although the banks have already pushed


Source: Thomson Reuters back the refinancing wall, partly by re-setting a number of
covenants, there is further work to be done. Indeed within
the rest. That leverage-buyout model soon unraveled during this, a number of firms which have completed a first round
the credit crunch, with PE forced to adapt, focusing on of refinancing and did not take enough off their balance
mid-market deals and growth capital investments, which sheets will be returning to do so for a second time.

European Sovereign Woes Impact On Corporates


Although the European corporate bond markets have been in the repo markets to obtain short-term funding. If the
very resilient throughout much of the past year’s eurozone sovereign deteriorates, this may no longer be possible.
sovereign debt crisis, there have recently been signs of The price of Banco Santander’s five-year credit default
contagion. The Markit iTraxx Europe index, which follows swap (CDS) – in other words, the cost of insuring Banco
the default risk premia of 125 investment grade European Santander paper against default – surged during November
companies, has risen to 117.0 on 1 December from 95.38 on to over 240.0, from 156.9 at the start of that month. CDS’
the 4 November. The Markit iTraxx Crossover index, which on core Eurozone countries have also been pulled higher.
tracks mostly high-yield corporate bonds, has climbed to This suggests that either investors are concerned about
421.4 from 431.10 on November 8. The uncertainty over French banks’ estimated US$41bn exposure to Portuguese
whether further sovereign bailouts are in store has also led banks or that they are distinguishing less and less between
to European companies holding back from issuing bonds. different types of European debt. On 1 December, France’s
Data provider Dealogic is aware of only one European Societe Generale’s five-year CDS was trading at 174.91
corporate or bank deal for the week starting November 29 compared to EUR116.0 at the start of November. Over
and that will be coming out of Switzerland. Meanwhile, the same period of time, similarly dated CDS for another
according to data from Bloomberg, corporate issuance has French bank, BNP Paribas, rose to 127.89 from 93.3.
slumped 29% year-on-year since November 15. Risk premia for non-financials risen as well. Spanish
Unsurprisingly, it is the banks that are suffering the energy firm Iberdrola ‘s five-year CDS was up at 212.6 on
most. In Portugal, which is widely believed to be the next 1 December, compared to 140.4 a month ago, while phone
country to need a bailout, banks have effectively been operator Telefonica had risen to 197.6 from 136.4 over the
frozen out of the credit markets. This, in turn, becomes a same period. Despite these spikes, the debts of Spain’s blue
problem for foreign banks with exposure to Portuguese chip utilities appear to be cheaper to insure than that of
sovereign bonds and banks. As of June, Spanish banks had similarly dated sovereign issuance, for which the five-year
US$78bn of exposure to Portugal, according to the Bank CDS was trading at 364.2 on 1 December. Barclays Capital
of International Settlements. Compounding matters further estimates that in Spanish and Italian high-grade corporate
for Spanish banks is the fact that there are doubts swirling debt have, on average, a lower yield than their respective
around Spain’s solvency too: Spanish banks have grown sovereignsm – another indication that they are perceived to
increasingly reliant on using sovereign paper as collateral be less of a credit risk.

4 © Business Monitor International 2010. Reproduction requires publisher’s prior permission.


Corporate Financing Week www.corporatefinancingweek.com December 06 2010

Emerging Markets
When is a BRIC not a BRIC?
(Continued from front page)

Brazil: The Benefit Of The Doubt wooden spoon. Unlike the other BRICs, Russia’s FDI
Brazil is undoubtedly a magnet for foreign investment. In situation is dire, and has been for years. Over the first
October, foreign direct investment (FDI) in Brazil leapt nine months of the year Russian FDI plunged 17.8% to
26% year-on-year (y-o-y) to US$6.7bn, while year-to-date US$8.2bn, according to Russia’s Federal Statistics Service.
inbound M&A activity has increased an astonishing 301% Overall foreign investment, which includes inflows into the
to hit US$56bn. However, for an economy to achieve more capital markets for the first nine months of the year, was
than common-or-garden emerging market status, deal- down 13% on the same period in 2009. Foreign investors
making activity should involve a healthy mix of domestic have even less of an appetite for Russian companies than
and foreign companies across a diverse range of industries. they do for Russian securities. Inbound cross-border M&A,
In other words, a BRIC country should offer more more that is to say foreign companies buying Russian ones, is
than just a quarry or a gas field for Western companies. down 27% y-o-y at US$5.5bn. In stark contrast, Brazilian
In India, the largest M&A sector so far this year may inbound cross-border M&A was up 301% over the same
have been oil and gas, but the leading deal involved Russia In The Doldrums
Indian company Vedanta buying 60% of Cairn India Russian M&A Activity In Volume (US$) And Deal Count
40 300
from its Edinburgh-based parent. After oil and gas, Volume (US$bn) LHS

the busiest sectors have been telecoms, pharma and 35 Deal Count RHS
250

electrical goods. In China, the banking sector has led 30

the way in M&A with US$13bn of deals. China also has


200
25

a growing armada of corporate powerhouses venturing 20 150

into overseas acquisitions, from Cnooc’s acquisition of 15


Angolan oil blocks to Shanghai-based conglomerate Fosun 10
100

International’s purchase of a 7.1% stake in Club Med this 50


5
summer.
Brazil is certainly making strides towards this kind of 0 0
Mar-01

Mar-02

Mar-03

Mar-04

Mar-05

Mar-06

Mar-07

Mar-08

Mar-09

Mar-10
Sep-01

Sep-02

Sep-03

Sep-04

Sep-05

Sep-06

Sep-07

Sep-08

Sep-09

Sep-10
position. We are seeing the emergence of multinationals
that can make large strategic acquisitions overseas, Source: BMI

such as miner Vale, which acquired Canada’s Inco and


Ambev, which teamed up with Europe’s Interbrew to period, reaching US$56bn.
buy Anheuser-Busch. However, raw materials remain the It is not just foreign investors who lack faith in the
main driver of the economy. Oil and gas is by some way country’s economy. Russian companies cannot seem to get
the biggest sector for deal-making so far this year, with their money out of the country fast enough. Bank Rossii
US$53.42bn of transactions compared with US$11.07bn for has raised its capital outflow forecast for 2010 to US$22bn
telecoms, which was largely the result of one blockbuster from US$8.7bn. Russian companies have made US$27bn
deal: Spanish telecom Telefonica’s US$9.6bn acquisition in foreign acquisitions so far for the current quarter, triple
of Brazilian mobile operator Brasilcel. the amount in the previous quarter, according to data
The third and fifth largest sectors for M&A in Brazil were compiled by Bloomberg. This month, the TNK-BP joint
food, which in Brazil’s case essentially means sugar and venture bought BP’s Vietnamese and Venezuelan assets
coffee, and mining. The tell-tale sign that Brazil’s economy for US$1.8bn. Mobile operator Vimpelcom is looking to
has not diversified to the same extent as India’s or China’s merge with Egyptian entrepreneur Naguib Sawiri’s phone
is that it displays a far greater vulnerability to downturns in assets in a transaction thought to be worth US$6.5bn,
the Western markets for its raw materials. Although it has while Rosneft plans to buy Petrolos de Venezuela’s 50%
bounced back this year, Brazil’s economy contracted 0.2% stake in German refiner Ruhr Oel. The Russian domestic
y-o-y in 2009, whereas India’s expanded 7.2% and China M&A scene is threadbare compared with overseas activity.
grew by 8.7%. Domestic deal-making has fallen to US$1.6bn from
US$6.9bn so far this quarter, and was down US$22bn in
Russia: A BRIC Too Far? the third. Although Russian President Dmitry Medvedev
At least Brazil is moving in the right direction, which has spoken of wanting to make Moscow a global financial
is more than can be said for Russia, holder of the BRIC hub, the government’s actions seem to acknowledge

www.corporatefinancingweek.com 5
Corporate Financing Week www.corporatefinancingweek.com December 06 2010

that this is a distant prospect. Economy Minister Elvira of the Russian state to expropriate assets without legal
Nabiullina recently indicated that some of the IPOs in the redress. ‘There is no due process in Russia and this drives
government’s US$57.4bn privatisation programme could Russians to take their money abroad where it won’t get
take place on foreign stock exchanges. expropriated’, Erixon says, citing the example of Mikhail
A combination of political and economic factors account Khordorkovsky, the previous owner of the former Russian
for this flight from Russia. One political factor, according oil giant Yukos. He was imprisoned on what were widely
to Frederik Erixon of the Brussels-based European Centre perceived to have been politically motivated charges of
for International Political Economy, is that the Russian fraud and tax evasion, which resulted in the asset-stripping
government itself uses foreign acquisitions as a tool of and dismantling of Yukos.
diplomacy, which helps skewer deal-making towards Concern that Russia cannot be relied on to honour treaties
outbound M&A: ‘A lot of money is taken out of Russia and contractual obligations has also had a chilling effect
by energy firms that are owned by or are close to the state, on foreign investment. Foreign companies, such as Royal
such as Gazprom, and invested in countries on the eastern Dutch Shell and TNK-BP, have found themselves either
rim of Europe.’ A second political factor is the instability having to renegotiate deals or walk away altogether. As
of Russia’s business environment. Russian companies a result, foreign investment is mainly confined to sectors
and wealthy individuals are concerned about the power such as energy, financial markets and property, where

US Mergers and Acquisitions Record (November 18–November 30) Source: Capital IQ,
a division of S&P

Announced Company Name Transaction Size Buyer Seller Target Advisor Buyer Advisor
Date (US$mn)
11/30/2010 Gulfstream Natural Gas 329.97 Spectra Energy Spectra Energy Southeast Pipeline - -
System, L.L.C. (24.5%) Partners, LP; Spectra Corporation
Energy Partners GP, LLC
11/30/2010 " Ink & Adhesive Resins 120.0 Harima Chemicals Inc.; Momentive Specialty Chemicals Inc. - -
Business Mitsubishi Corporation
"
11/29/2010 Baldor Electric Co. 3,003.94 ABB Ltd. - UBS Investment Bank Citigroup, Inc. (Financial
(Financial Advisor) Advisor)
11/29/2010 UCI International, Inc. 1,142.02 Rank Group Investments - - Nomura Holding
Limited America, Inc. (Financial
Advisor)
11/29/2010 NPG Cable, Inc. 350.0 Cequel Communications, News-Press & Gazette Company RBC Daniels L.P. -
LLC (Financial Advisor)
11/29/2010 Interests in Bluebonnet 200.0 Chesapeake Energy Antares Energy Ltd.; San Isidro - -
project and Yellow Rose Corporation Development Company, L.C.
11/29/2010 Substantially All Assets 57.5 Fleetwood Homes, Inc. Palm Harbor Homes Inc. - -
11/28/2010 InterGen N.V. (50%) 1,232.0 China Huaneng Group GMR Energy Limited - -
11/28/2010 Telair International Inc., 94.0 TransDigm Group Telair International Incorporated - -
Actuation Business Incorporated
11/24/2010 Del Monte Foods Co. 5,318.33 Kohlberg Kravis Roberts - Barclays Capital Inc. BofA Merrill Lynch
& Co.; Vestar Capital (Financial Advisor); (Financial Advisor);
Partners; Centerview Perella Weinberg Morgan Stanley
Partners Management Partners LP (Fairness (Financial Advisor);
LLC Opinion Provider) J.P. Morgan Securities
Inc. (Financial Advisor);
Centerview Partners LLC
(Financial Advisor)
11/24/2010 CPI International, Inc. 523.83 Veritas Capital The Cypress Group J.P. Morgan Securities -
Inc. (Financial Advisor);
Moelis & Company LLC
(Financial Advisor)
11/24/2010 YoCream International, 106.33 Danone Columbia Ventures Corporation D.A. Davidson & Co. -
Inc. (95%) (Financial Advisor)
11/24/2010 Creative Services 70.0 Deluxe Entertainment Ascent Media Group, Inc. - -
and Media Services Services Group, Inc.
Businesses
11/18/2010 Pangea3 LLC 95.0 Thomson Reuters Sequoia Capital India; The GlenRock William Blair & -
Corporation Group, LLC Company, L.L.C.
(Financial Advisor)

For a complete Mergers and Acquisitions Record, please visit www.corporatefinancingweek.com

6 © Business Monitor International 2010. Reproduction requires publisher’s prior permission.


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potential returns are so high that investors are prepared to Organisation membership. The privatisation programme
take the risk. The speculative nature of inward investment, is also a sign of a loosening of the state’s grip on the
Erixon explains, has impaired efforts to rebalance the economy, although this is so far only limited as the
Russian economy towards manufacturing along the lines government is expected to retain 50% control of the major
of what has been achieved in India and China. ‘As a result, companies coming up for flotation.
Russia has not decoupled from the Western export markets, Erixon says a major bellweather for any meaningful
which is why its economy contracted nearly 8% last year, change in the government’s attitude will be its response
while India and China kept going despite their main export should an international arbitration court find against the
markets going through a very tough time,’ said Erixon. ‘I’m Russian government in an action brought against it by
not sure that Russia should in the “BRICS” group, because Yukos pension funds and other investors. Last year, a
that category implies high-growth economies that are tribunal at The Hague ruled that the Energy Charter Treaty,
independent of the West. Russia clearly is not there yet’, he which Russia signed but did not ratify, is nevertheless
said. binding in Russia, paving the way for Yukos shareholders
There are some glimmers of hope that Russia may be to seek compensation.
taking steps to open up its economy and uphold its legal Until this happens, it is probably best to reserve
obligations. Last month, Russia and the EU reached judgement about whether Russia is about to integrate itself
agreement on a range of issues including export taxes, more fully into the international business mainstream or
which should help pave the way towards World Trade whether this is just another false dawn.

Asia
Caterpillar’s ‘Dim Sum’ Issue Feeds Hong Kong Debt Demand
China’s nascent offshore yuan bond market is deepening. advantage of this relaxation in policy include the Asian
Caterpillar Financial Services, the subsidiary of Development Bank and the World Bank’s financing arm,
construction and mining equipment maker Caterpillar International Finance Corporation, while dual Hong
has become the second US blue chip to offer a yuan- Kong and Paris-listed Russian aluminum giant Rusal
denominated ‘dim sum’ bond, following in the footsteps of has also indicated its intention to sell yuan bonds in the
fast food giant McDonalds Corporation’s issue in August offshore resort.
(see ‘Deal of the Week’, CFW, August 30 2010). Hungry Foreign Corporates Welcome
for capital and greater exposure in the Chinese market, Chinese Yuan Debt Issuance, Deal Value (US$bn)
160
Caterpillar has issued a two-year CNY1bn (US$151mn) Corporate Volume

note to institutional investors in Hong Kong. Caterpillar Other Volume 140

set the coupon rate at 2%, undercutting the 3% yield on 120

McDonalds’ issue. Despite the aggressively low yield, 100

CFW expects interest in Caterpillar’s note to be strong


80
among investors due to pent-up demand for yuan debt due
to the limited supply of yuan-related investment options and 60

Hong Kong’s large pool of yuan deposits. 40

Although Caterpillar is still testing the waters as only the 20


second US corporate to issue a yuan-denominated bond,
we expect to see a growing number of overseas corporates
0
2006 2007 2008 2009 2010

following a similar strategy, from both the US and beyond. Source: Dealogic

Despite being small on a nominal level, both the Caterpillar


and McDonalds bond issues are significant as they shows So, will this steady trickle of deals herald the age of a
that China’s ‘yuan plan’ is beginning to bear fruit. CFW new global debt market? It seems so, with Hong Kong
noted back in Q110 that after three years limited only playing the host to this story. Indeed, the city is pitching
to issuance by Chinese banks, Beijing had amended the itself as the centre of offshore financing in the Chinese
rules and opened the dim sum bond market up to allow currency, and bankers are confident that the market will
foreign firms to issue yuan-denominated bonds through continue to grow as Beijing edges its currency towards
Hong Kong. Away from the US, non-Chinese issuers of internationalisation. Given that more broadly speaking,
yuan-denominated debt in Hong Kong have so far taken Chinese yuan-denominated debt volume stands at

www.corporatefinancingweek.com 7
Corporate Financing Week www.corporatefinancingweek.com December 06 2010

US$157.4bn in the year-to-date, down 22% compared to the has adopted a more aggressive attitude towards expansion
US$201.6bn issued in 2009 – according to Dealogic data, since appointing Doug Oberhelman as CEO in July,
the growing interest of foreign corporates in this strategy with the company now placing even greater emphasis on
will no doubt be welcomed by Beijing. emerging market growth. Caterpillar has since completed
CFW expects to see those overseas corporates issuing its largest acquisition to-date, splashing out on mining
yuan notes to fall into two categories: 1) those with an equipment engineering firm Bucyrus International
existing footprint in China; or 2) those seeking to have for US$7.6bn, representing a non-organic sector-based
exposure in China. Caterpillar falls under the first of these expansion. Furthermore, November also saw the company
two categories, with the proceeds from the issue expected to bolster its presence in China via organic means. Caterpillar
be used to finance sales of its trademark heavy construction announced plans to add to the eleven manufacturing
machinery, and to back the local operations of multinational facilities already operating in the country with a US$300mn
mining companies active in the country. Indeed, as BMI’s plant in Tianjin that will produce its 3500 series engines –
infrastructure team has recently been highlighting, China used in the oil and gas, marine and power sectors. Asia has
is a key market for Caterpillar, accounting for half of the been a more stable market for the firm over recent years,
growth this year in Asia (the company’s fastest-growing and we expect strong demand from the region to ensure
market). CFW notes that the firm has been busy of late and consistently high revenue growth over the next two years.

Is QR’s Listing Giving False Hope To Australian IPOs?


Rail road operator QR National ‘s US$4.9bn listing in part of a year. After all, QR’s listing is the only deal ranked
Sydney is a big deal, but in CFW ‘s view it is not a game over US$1bn so far this year. The deal also ranks as the
changer for the Australian IPO pipeline. Despite QR’s seventh largest IPO seen globally in 2010, one place behind
IPO being Australia’s largest public listing since Telstra Petronas Chemicals Group ‘s US$4.2bn issue earlier
Corporation raised US$10bn back in 1997, we expect this month on Bursa Malaysia, the Kuala Lumpa stock
listings ‘down under’ to continuing enduring a torrid time exchange.
going forward. After all, so far this year, seven potential Still Lagging Regional Peers
listings have been withdrawn or postponed, compared with Australian IPOs, Y-T-D
8 250
just 61 successful issues. Moreover, the climate for new Value (US$bn) LHS

issues is hardly appealing: the benchmark S&P/ASX 200 7 Volume RHS


200
index is down 5.8% in the year-to-date, however we note 6

that the bulk of these loses were made earlier this year. 5
150
The fact that QR’s mammoth listing has helped push 4
overall Australian IPO activity to US$5.3bn – the highest 100
3
year-to-date level in five years, according to Bloomberg
data – is both good and bad news for potential listing 2
50
candidates in the pipeline. On the positive side, firms 1

waiting in the wings to go public may well see QR’s deal 0 0

as a ringing endorsement of investor sentiment for big-


2010

2009

2008

2007

2006

2005

ticker listings. The firm’s performance following its debut Source: BMI

also bodes well for future listings: QR’s shares jumped


3.9% in the one-day aftermarket. Taking a more sceptical It seems Australia is the exception to the rule with regards
view of QR’s listing, however, we would argue that the to our key market view that Asia will continue to lead the
strong interest in the privatisation of the firm is a pure play way with IPOs. The value of Australian new share issues
to the ongoing Chinese growth story and the need to feed may well be up 145% year-on-year at US%.31bn, but
China’s growing demand for coal. QR plays a vital role in subtract the value of the QR listing (US$4.9bn) and just
the supply chain: it is the world’s largest transporter of coal US$0.41bn of activity remains – equivalent to an 81%
from mine to port for export. This alone makes QR’s listing drop y-o-y, according to Bloomberg. Furthermore, even
unique. While we may well see a string of smaller mining following the completion of the QR listing, Australian IPO
industry companies successfully go public in Australia over value remains well below peaks seen in 2007 (US$6.54bn)
the coming quarters, CFW’s view is that one successful and 2005 (US$7.53bn). The volume of listings sits
high-profile listing certainly does not signal the ‘all clear’ significantly lower too: there have been just 61 firms go
for an IPO market which has been frozen over for the best public so far in 2010, compared with as 197 in 2007.

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Corporate Financing Week www.corporatefinancingweek.com December 06 2010

Cnooc Expands Latam Foothold Through BP Asset Purchase


British oil giant BP has just come a step closer to its target cannot be met by domestic production alone, China is
of raising US$30bn in asset sales to help cover the cost of having to rely more and more imports. In February, Saudi
cleaning up after the Gulf of Mexico oil spill earlier this Arabia reported for the first time that it was exporting
year. By selling its 60% stake in Argentinian oil producer more oil to China than to the US. Concerns about energy
Pan American Energy (PAE) for US$7.1bn to its partner security mean that China would like to have as much of
in the venture, Bridas, it has brought the total raised so far this overseas production as possible in the hands of its
to US$21bn. own companies.
The search for energy security is, however, taking
Divestment Schedule
BP Asset Sale Timeline Chinese companies to some rather insecure places,
Date Details
prompting ratings agency Standard & Poor’s to note that
Jul-10 Apache agrees to pay US$7bn for Canadian gas,
many of Cnooc’s acquisitions are in places with fairly
Permian Basin and Egyptian exploration assets. high levels of sovereign and political risk. For example,
Aug-04 Talisman and Ecopetrol agree to pay US$1.9bn earlier this year, Cnooc jointly agreed with Sinopec to
for BP’s Colombian assets.
develop the 2.5bn barrel Missan oil field complex in
Sep-02 Petronas acquires BP’s Malaysian petrochemi-
cals business for US$363mn.
Iraq with fellow Chinese oil producer Sinopec. The
Oct-18 TNK-BP agrees to buy BP’s Venezuelan and
combination of acute need for oil with state-backed
Vietnamese assets for US$1.8bn. Chinese oil companies’ relatively easy access to finance
Oct-25 Marubeni agrees to buy BP’s stakes in four could also create a risk of overpayment for acquisition
producing deepwater fields in the US GoM.
targets.
Nov-15 Puma Energy acquires BP’s fuel retail network
in Namibia, Botswana and Zambia and agrees to
That does not appear to have been the case with the
buy a 50% stake in BP Malawi and BP Tanzania. PAE deal itself, as BP relinquished the stake for less than
Nov-28 The Chinese-Argentine JV Bridas agrees to pay the US$10bn or so anticipated by analysts. Cnooc is,
US$7.06bn cash for BP’s 60% stake in PanA-
merican Energy, bringing BP’s total divestment
however, considered to have paid above the odds for its
programm to over US$21bn. initial foothold in Argentina. It paid US$3.1bn for its 50%
Source: BMI of Bridas back in March, which energy consultants Woods
McKenzie valued at around US$2.1bn.
As well as being in line with our view that strong Making Amends
cross-border M&A activity is helping to fuel the overall BP Share Price (GBp)
700
rebound in deal-making, the PAE deal also marks another
650
step in the overseas expansion of Chinese oil company
600
China National Offshore Oil Corporation (Cnooc),
550
which owns 50% of Bridas. Other overseas acquisitions
500
by Cnooc include a third of Tullow Oil’s assets in
450
Uganda as well as a 33% stake in Chesapeake Energy’s
400
Eagle Ford shale acreage in the US. So far, Cnooc has
350
spent US$5.8bn on overseas targets in 2010, the second
highest total for a Chinese oil company behind Sinopec’s
300

US$13.1bn. The total figure for all Chinese oil and gas
250
Mar-10

Jul-10
Jan-10

Apr-10

Jun-10

Oct-10
May-10
Feb-10

Aug-10

Sep-10

Nov-10

overseas acquisitions for the year to November was


US$24.6bn, according to research by the Financial Times. Source: Bloomberg

Power Needy More buying opportunities for Chinese companies


Underpinning this wave of overseas expansion has been could be in store. BP still has another US$9bn to raise,
the burgeoning energy demand stemming from its growing which Pattenden says could include its Alaskan assets,
economy, the same factor that is driving the country’s that are worth around US$12bn, and/or possibly its stake
coal majors to go hunting abroad (See ‘China Coal Quest in Russia’s state oil producer Rosneft , worth around
Heats UP Coal M&A’, CFW, November 29 2010). BMI’s US$1bn. Even though they may not have the same
head of oil and gas research, Holly Pattenden, expects pressing clean-up needs as BP, other Western majors may
Chinese oil demand to rise at a 4-5% annual growth rate decide to follow BP in shedding far-flung non-core assets
from a likely 9.22mn b/d in 2010 to 11.27mn b/d by 2015. to emerging market rising stars that are willing to pay
By 2020 demand will be 13.1mn b/d. As this demand good money for them.

www.corporatefinancingweek.com 9
Corporate Financing Week www.corporatefinancingweek.com December 06 2010

EMEA
Heineken Unit To IPO And Kenyan Investors Invited
Rwanda is all set for its first initial public offering (IPO) margins, making it an attractive proposition as the Rwandan
since the onset of the East African Community (EAC) government looks to sell off its stake. As incomes rise, so
common market in July 2010. The government looks set too will absolute consumption (as per capita consumption)
to sell a 30% stake in the dominant Heineken-owned beer and at the top of the scale, a greater proportion of
and soft drinks producer Brasseries et Limonaderies du Rwandans will be able to afford premium beers.
Rwanda (Braliwra), raising about RWF22.1bn (US$37mn).
One Of The Region’s Fastest Growing Economies
This would value the company at more than US$120mn. Rwanda Real GDP & Private Consumption
Kenyan investment into the listing is actively being 16
encouraged as the ongoing liberalisation of East African
14
capital markets kicks into gear.
The IPO is being managed chiefly by Kenyan investment
12

banks and interest from the EAC’s biggest economy is 10

expected to be quite strong. Although Braliwra is not 8

among the ten largest African beer companies by annual 6


sales, which is hardly surprising given that Rwanda has a 4
population of just 10mn (low by regional standards), its
2
growth prospects look particularly strong.
A monopolistic dominance in both beer and soft drinks 2006
0

2007

2008

2009f

2010f

2011f

2012f

2013f

2014f

2015f
(it is a Coca-Cola franchise bottler) means its long-
term earnings prospects look bright, especially as beer f = BMI forecast. Source: Rwanda Statistics Office, BMI

consumption in particular in both value and volume terms is


expected to grow considerably over the next few years. Heineken, whose majority stake in Braliwra will rise
Rwanda’s economic outlook continues to look strong to 75% (it is buying 5% of the 30% being sold by the
with real private consumption forecast to grow at an government), is actively strengthening in Africa. Over the
average annual rate of 6.7% to 2015. This will certainly past two years, the African beer industry has thoroughly
feed through to both the beer and soft drinks industries and outperformed the global industry as volumes for the most
given Braliwra’s total dominance, should bode well for part have continued to grow strongly.

Latin America
Santos Approval Heralds Completion Of Ecopetrol’s Part-Privatisation
Colombia’s President Juan Manuel Santos has approved remaining 9.9% stake would complete the part-privatisation
state-run Ecopetrol’s plans to reduce the government’s envisaged in 2006, although state control remains assured.
stake in the company further. The move was widely Investor interest has risen markedly in Colombia’s oil
expected, as Colombia’s fiscal deficit limits its financing and gas sector, spurred by an improved security situation,
options as it looks to capitalise on its oil boom. favourable contractual terms and a reliable legal system.
In a speech on November 25 2010, Santos said that Furthermore, the 2010 Macondo oil leak in the US Gulf of
Colombia would sell a 9.9% stake in Ecopetrol as early Mexico (GoM) increased the attractiveness of Colombia’s
as H111. Santos said that the cash raised would be used relatively safe onshore assets. Policy continuity was
to fund national infrastructure projects, specifically cemented by Juan Manuel Santos’ victory in the June
citing Colombia’s road network. Ecopetrol’s CEO, Javier 2010 presidential run-off election. Days later, Colombia
Gutiérrez, has said that the stake sale could raise up to successfully auctioned more than 100 blocks in its 2010
US$8bn, based on Ecopetrol’s current share price. licensing round.
Colombia’s congress authorised the divestment of up to In order to capitalise on these gains and boost Colombian
20% of Ecopetrol’s equity in 2006. The following year, oil output, Ecopetrol has announced an ambitious
Bogotá earned US$2.8bn through the sale of a 10.1% stake US$80.3bn investment programme for 2011-2020, in
in the company. The shares were sold to retail investors order to achieve its production goal of 1.3mn barrels of oil
through Colombian supermarkets. A successful sale of the equivalent per day (boe/d) by 2020. However, executing

10 © Business Monitor International 2010. Reproduction requires publisher’s prior permission.


Corporate Financing Week www.corporatefinancingweek.com December 06 2010

this investment programme requires the company to raise Energy has announced plans to broaden its investments in
US$23bn in debt. In fact, in order to execute its US$6.06bn Colombia’s infrastructure-related sectors, such as terminals,
2011 investment programme alone, the state-run company Bullish Expectations
authorised the issuance of corporate bonds worth COP1trn Colombian Oil Export And Reserve Forecasts
3,000
(US$530mn) to the local market on November 11.
Issuing larger amounts of debt, however, is an 2,500

undesirable option for Bogotá. BMI has recently revised


down its medium-term fiscal outlook for Colombia, as it 2,000

expects the government’s nominal deficit to come in at 1,500


4.3% of GDP in 2010, 4.1% in 2011 and 3.5% in 2012.
Santos’ initial target of achieving a balanced budget by 1,000

2014 is also looking unlikely, and implies that a sovereign 500


Oil Exports (000 b/d)
debt rating upgrade to ‘investment’ status could be held Oil Reserves (mn bbl)

back until the late-2011 or early-2012. Consequently, like 0

2008

2009

2010f

2011f

2012f

2013f

2014f

2015f

2016f

2017f

2018f

2019f

2020f
Russia, Colombia is choosing to sell a stake in its state-run
oil producer to be able to raise cash without issuing further f=forecast; Historical data from BP Statistical Review of World Energy; Forecasts: BMI

debt.
Such cash is essential for the infrastructure required to bunker fuels and asphalt. As oil output continues to rise
boost output. About 20% of Ecopetrol’s 2011 budget is to and the country’s road-building programme accelerates, we
be spent on pipeline infrastructure, such as the Oleoducto see more investment flowing into Colombia’s energy and
Bicentenario pipeline, while independent Pacific Rubiales transport sectors.

SABMiller Buys Argentine Brewer, CFW Cautious On Country Outlook


Beer giant SABMiller has announced the purchase of the highly competitive Brazilian market. However, the
Argentina’s third largest brewer, Casa Isenbeck, which is firm will have to invest significant extra funds in order to
currently owned by Germany’s Warsteiner. Casa Isenbeck gain sufficient scale to compete with the current Argentine
controls 7% of the local market and in 2009 generated market leaders.
sales volumes of around 600,000 hectolitres (hl). Financial Prior to the economic downturn, Argentina’s beer sector
details of the transaction have not been released, but with was growing healthily, but in 2009 and early 2010 it
the firm reporting gross assets of US$24.7mn and operating retreated in line with a reduction in consumer sentiment.
just one brewery, with a capacity of 1.2mn hl, CFW would A young population, which has fuelled a move wine to
be surprised if SABMiller’s valuation of the business beer, means the sector has undoubted long-term potential.
surpassed US$50mn. However, in the medium term we think that, as with our
The move widens the scope of SABMiller’s Latin other food and drink indicators, consumption could be
American business, launching the company into the affected by the unwinding of the imbalances that continue
dynamic 40mn-strong Argentine market, and could be a to plague the Argentine economy.
prelude to further expansion in Latin America, including Although the economy registered an impressive recovery

Global Top 10 M&A Record (November 24 – December 01) Source: Bloomberg

Deal Announce Target Name Acquirer Name Seller Name Announced Total Payment Deal
Type Date Value (US$mn) Type Status
DIV 28/11/2010 Pan American Energy LLC Bridas Corp BP PLC 7,060 Cash Pending
ACQ 25/11/2010 Del Monte Foods Co Multiple acquirers 5,098.61 Cash Pending
ACQ 30/11/2010 Baldor Electric Co ABB Ltd 4,146.4 Cash Pending
ACQ 24/11/2010 Korea Exchange Bank Hana Financial Group Inc 4,080 Cash Pending
DIV 25/11/2010 Trafford Centre Group/The Capital Shopping Centres Group PLC Peel Group/The 2,584.33 Stock Pending
DIV 29/11/2010 Multiple Targets Henan Shuanghui Investment & Dev. Co Ltd Rotary Vortex Ltd 2,521.31 Stock Pending
ACQ 29/11/2010 Henan Shuanghui Investment & Dev. Co Ltd Rotary Vortex Ltd 2,473.6 Cash Pending
DIV 29/11/2010 Intergen NV China Huaneng Group Corp GMR Infrastructure Ltd 1,232 Undisclosed Pending
ACQ 29/11/2010 UCI International Inc Rank Group Ltd 980 Cash Pending
DIV 29/11/2010 Oil & Natural Gas Properties/Canada Husky Energy Inc Exxon Mobil Corp 842.23 Cash Pending

www.corporatefinancingweek.com 11
Corporate Financing Week www.corporatefinancingweek.com December 06 2010

in the second half of 2010, CFW believes necessary Closing Bell


reforms are just around the corner – likely following the
Presidential election in October 2011 – and we think that No sooner than CFW adds to its key market
robust private consumption will not last into 2012. We views that it expects to see a wave
therefore believe that until the current policy mix comes of banking sector restructuring
to an end, Argentina will fail to achieve sustainable in the coming quarters, HSBC
growth, and as a result will lag behind more politically and announces that it is to sell off its
economically stable regional peers. Asia PE arm. Not only that, but it
Even with this subdued outlook for consumption, CFW is also likely to wave goodbye to its
believes the Isenbeck deal, along with further expansion PE desks in the UK, Canada and the
into Argentina, could make sense for SABMiller over the Middle East. HSBC is following in the footsteps of Barclays,
longer term. Isenbeck is one of the few brewers in Latin which is spinning off its PE operations via a management buyout.
America not controlled by a giant multinational, and RBS is also selling its European project finance desk to Japan’s
therefore represents one of the few remaining opportunities Mitsubishi UFJ Financial Group and Lloyds Banking Group
for expansion. The acquisition puts SABMiller a distant is shedding its LDC PE arm. That Lloyds and RBS are being
third place in beer sales volumes in the country, but with its cut down to size is not particularly surprising given that they
resources and existing Latin American experience it should both required bail-outs during the crisis. HSBC and Barclays,
be able to expand its market share and eventually challenge however, did not (although it has just emerged that Barclays did
the current market leaders, Chile-based CCU and brewing draw heavily on emergency funding from the US Fed). These
giant Anheuser-Busch InBev. two banks are acting now because they anticipate that tough
The deal also gives SABMiller a platform to expand into regulations are to come for deposit-taking banks that engage
neighbouring Brazil. SABMiller has a virtual monopoly in in risky deal-making with their own money. Perhaps regulators
four Latin American markets – Colombia, Peru, Ecuador should cheer the fact that banks are taking the initiative. Adair
and Panama. However, in all four SABMiller has faced a Turner, the chair of City watchdog the FSA, has in the past
rise in competition and has begun to lose its monopolistic suggested that the prospect of higher capital and liquidity rules
grip on prices. Having failed to land the brewing assets of would bring about a de facto separation of retail from risky
Mexico-based FEMSA, losing out to Heineken, it is likely banking far more effectively than crude legislation to break up the
to want build its position in the major markets where it banks. Yet regulators should also be mindful that by jumping the
does not currently operate, and bolt on acquisitions in both gun, banks are able to carry out the spin offs on their own terms.
Argentina and Brazil are likely to be the firm’s favoured In the Barclays deal, for example, the parent bank will be paid by
route for building a presence in these two important Latin a share of the PE company’s profits in the coming years. It will
American markets. therefore retain some exposure the group’s high risk activities.

Key Market Views


• A Continued Rise In Cross-Region Acquisitions Within M&A Rebound: Fuelled by a bounty of idle corporate cash on balance
sheet, we will see a rise in M&A across emerging regions. Within this, the fallout from the ongoing Eurozone debt crisis is
likely to trigger a wave of restructuring in the European banking sector via cross-border asset sales and industry consolida-
tion.
• Tailwinds Strengthening Behind PE Dealmakers: Buoyed by the expunged threat of protectionist regulation in Europe, we
expect to see fund managers focusing on M&A once more. Within this, 1) we expect PE to return to its LBO origins; and 2)
with investment deadlines fast approaching, funds will be looking to make deals instead of returning the cash to investors.
• Further Deleveraging Up Ahead, As Refinancing Needs To Be Addressed: With a wall of leveraged loans set to meet matu-
rity over the coming 5-7 years we expect to see a slew of the buyouts inked before the financial crisis, when debt was cheap
and growth seemed assured, facing problems refinancing their debt. This is likely to feed significant M&A opportunities
amongst restructured companies.
• Hong Kong And Asia To Lead The Way With IPOs: We expect to see China-based firms debuting in Hong Kong, Shanghai
and the US at a greater rate than US-based issuers over the coming months. More broadly speaking we see the IPO market,
which is primed to see very robust activity in Q410 and 2011, being characterised by strong pipelines but mixed receptions.

• Investors To Continue Flocking To Junk Bonds In Short Term: With credit markets offering an attractive alternative to equi-
ties, and with high-yield gathering steam, an opportunity has presented itself for risk-hungry investors seeking a higher yield
from their investments.

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