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News, ANAlysis ANd CommeNtAry

Wednesday

Today’s deals (includes announced and amended deals to 6:30 a.m. New york time)

E*Trade Financial Corp.’s next chief executive officer could find the brokerage’s 51 per-cent discount to net assets isn’t enough to attract a buyer any time soon, as mortgages from the housing bubble impede a potential sale.

After the broker rejected putting the company up for sale in November, E*Trade fired CEO Steven Freiberg last week, pushing the shares up 8.1 percent amid optimism a deal will be reconsidered. The New York-based company is looking for a new leader as its stock trades at 0.49 times the value of E*Trade’s net assets, trailing rivals TD Ameritrade Holding Corp. and Charles Schwab Corp. that fetch double their book value, according to data compiled by Bloomberg.

The shares fell 52 percent in the past 18 months, even as E*Trade shrank mortgages by 61 percent since 2007 and the biggest owner, Ken Griffin’s Citadel LLC, demanded a strategic review last year to address “catastrophic losses.” Nomura Holdings Inc. and Topeka Capital Markets say a takeover of the $2.48 billion company isn’t probable until loans are reduced further. While Credit Agricole SA estimates E*Trade would fetch at least $12 a share in a takeover, a 38 percent premium to yesterday’s price, the firm says a deal isn’t imminent. “Eventually E*Trade will be sold,” said Keith Murray, an analyst at Nomura. Still, the CEO shift “doesn’t alter the timeline of a potential deal. That will be driven by the wind-down of the loan book and the comfort level that a potential suitor has with the risks of E*Trade.”

Freiberg was E*Trade’s fifth chief executive officer since 2007. When he was named CEO in March 2010, analysts

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

50%

Aug-10 Jan-11 Jun-11 Nov-11 Apr-12 0X

2X

4X

6X

8X

10X

12X

Price to Book Debt/Ebitda

E*Trade Financial Charles Schwab TD Ameritrade

Source: Bloomberg

E*Trade Valued Below Peers With Towering Debt Ratio

Share Price % Change Since Aug. 13, 2010

DEALS. Carlyle Group agreed to buy photo ar-chive group Getty Images from Hellman & Fried-man in a $3.3 billion sec-ondary buyout. That was less than the $4 billion

the seller had been seeking, according to people with knowledge of the situation. Lloyds Banking Group agreed to sell a portfolio of private equity-related invest-ments to Coller Capital for 1.03 billion pounds ($1.6 billion) as it shrinks assets following its 2008 bailout. Page 3.

IN PLAY. Canada’s Agrium Chief Execu-tive Officer Mike Wilson will meet with Jana Partners after rejecting the hedge fund’s proposal to spin off its farm retail unit, two people familiar with the situation said. Private equity firm First Reserve is in exclusive talks to buy chemical maker TPC Group, said a person with knowl-edge of the matter. Page 3.

DEAL ANALYSIS. Molycorp’s $1.3 billion acquisition of Neo Material added debt to the buyer’s balance sheet just as rare earth prices and revenue were falling. In-vestors may have overreacted. Page 4.

PEoPLE ........................................Page 3

DEAL ARBITRAGE .......................Page 6

M&AWATCH

Citadel’s e*Trade exit seen Blocked by Mortgages

TargeT TiCker seCTor aCquirer TiCker Value ($M)

eV/lTM eBiTda

Getty images inc Gyi Us Communications Carlyle Group, management - 3,300 6.4 silver City/moscow - - o1 Properties PlC 0388954d rU 333 - therapeutic support systems Business - - Getinge AB GetiB ss 275 - Five Classic Brands - - Aspen Pharmacare Holdings ltd APN sJ 270 - UrC international Co ltd 0575492d Pm Consumer, Non-cyclical JG summit Holdings inc JGs Pm 171 - Physicians Formula Holdings inc FACe Us Consumer, Non-cyclical swander Pace Capital llC 126109Z Us 62 5.4 China Cord Blood Corp Co Us Consumer, Non-cyclical Cordlife Group ltd ClGl sP 21 - Ubiquisys ltd 1246071Z lN Communications Accel, Atlas Venture, mobile internet Capital et al - 19 - China stem Cells south ltd 0575523d CH Consumer, Non-cyclical China Cord Blood Corp Co Us 17 - murray Zircon Pty ltd 0575478d AU Basic materials Unnamed Buyer - 12 -

BY TArA LACHAPELLE

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at Collins Stewart Inc. and Raymond James Financial Inc. said his appoint-ment would reduce speculation E*Trade was up for sale.

After E*Trade agreed to hire Morgan Stanley in July 2011, Citadel complained about the selection process and Gold-man Sachs Group Inc. was brought in as a replacement. In November, E*Trade said its board, which included Citadel’s Grif-fin, unanimously agreed not to pursue a sale. E*Trade’s decision followed Schwab CEO Walt Bettinger’s statement that he wouldn’t buy companies with “balance sheet challenges.”

While E*Trade has cut the principal balance for its home-equity loans and mortgages by 61 percent since the end of 2007, the company still had $10.7 billion of loans outstanding as of June 30. In its last annual report, E*Trade said: “there can be no assurance that our allowance for loan losses will be adequate if the residential real estate and credit markets deteriorate beyond our expectations.” Mortgages have been “the primary obstacle for a transac-tion over the past couple of years, and that certainly is still an issue,” said Michael Tarkan, an analyst at Topeka Capital. “As the portfolio continues to shrink, interest from an acquirer will pick up.”

Given that Citadel’s Griffin is one of the board members leading the CEO search, they are likely to pick someone who is “more amenable” to an acquisition, said Matt Fischer, an analyst with Credit Ag-ricole. Still, it may be another 12 months before investors get an offer, he said.

After plunging 50 percent in 2011, E*Trade shares had risen less than 1 per-cent this year before Freiberg’s departure

was announced last week. Even after the subsequent 8.1 percent rally to $8.67 yes-terday, the shares were still valued at a 51 percent discount to the company’s $5.08 billion in book value, or assets minus li-abilities, Bloomberg data show.

The stock trades at about 18 times its earnings for the last 12 months, while TD Ameritrade and Schwab have price-earnings ratios of 15 and 20, respectively, the data show. Faye Elliott, an analyst with BGB Securities Inc., says E*Trade’s negotiating power will be reduced the longer it waits to sell itself.

E*Trade fired its CEO at a time when a slowdown in stock trading is hurting profits throughout the industry. Volume for exchange-listed securities has averaged 6.67 billion a day in 2012, down for a third straight year, according to data compiled by Bloomberg. Daily average revenue trades, or DArTs, at E*Trade have de-clined during the past three quarters from a year earlier. The industry slump means it’s more important for companies to merge, making E*Trade a more attractive target, Credit Agricole’s Fischer said.

“E*Trade’s focus right now is more about how we clean up the capital structure,” No-mura’s Murray said. “If E*Trade can execute on what I call the two albatrosses — the loan book and the capital structure — and figure out a way to clean up the debt and continue to shrink the loan book, I think you’ll have more value get unlocked there.”

E*Trade’s $14.1 billion in debt is more than 10 times its earnings before inter-est, taxes, depreciation and amortization, according to data compiled by Bloomberg. TD Ameritrade’s leverage ratio is 3.1, while Schwab’s is 1.9.

E*TradE MorTgagEs …

TargeT TiCker seCTor aCquirer TiCker Value ($M)

eV/lTM eBiTda

lloyds Banking private equity investments - - Coller Capital ltd 3062Z lN 1,616 -mstar semiconductor inc 3697 tt technology mediatek inc 2454 tt 1,008 - KP Chemical Corp 064420 Ks Basic materials Honam Petrochemical Corp 011170 Ks 520 2.2 Ulterra drilling technologies lP 0574955d Us energy esco Corp esCo Us 325 - lmA international Assets - - teleflex inc tFX Us 276 - Proximagen Group PlC PrX lN Consumer, Non-cyclical Upsher-smith laboratories inc 0009730d Us 213 - montana refining Co inc 3203081Z Us energy Calumet specialty Products Partners lP Clmt Us 120 - Jumeirah essex House - - strategic Hotels & resorts inc Bee Us 102 - shopping Bonsucesso mall - - General shopping Brasil sA GsHP3 BZ 64 - New Horizons worldwide inc NwrZ Us Consumer, Non-cyclical investor Group, Camden Partners Holdings llC - 56 3.6

yesTerday’s deals

Bloomberg Brief Mergers

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Carlyle Group Agrees to Buy Getty Images for $3.3 Bln

Carlyle Group LLP said it has agreed to buy photo group Getty Images Inc. from Hellman & Friedman LLP for $3.3 billion, in partnership with Getty management.

Carlyle will acquire a controlling stake in Getty Images, while Getty Images co-founder and Chairman Mark Getty and the Getty family will roll substantially all of their ownership interests into the transac-tion. Getty Images management, including co-founder and Chief Executive Officer Jonathan Klein, will also invest signifi-cant equity in the company, Carlyle said in a statement.

Carlyle Partners V, a $13.7 billion U.S. buyout fund, will provide equity financing for the investment. JPMorgan, Barclays, Credit Suisse, Goldman Sachs and RBC Capital Markets have provided committed debt financing for the transac-tion. The deal is expected to close in 2012.

Hellman & Friedman had been seeking as much as $4 billion for Getty Images, according to people with knowledge of the matter. Hellman & Friedman paid $2.4 billion to take Getty private four years ago and took out dividends of at least $950 million. Getty paid $96 million to buy smaller competitor JupiterImages in February 2009.

— Cristina Alesci, Jeffrey McCracken and John Manley

Lloyds Sells Private-Equity Assets to Coller for $1.6 Bln

Lloyds Banking Group Plc agreed to sell private equity-related investments for 1.03 billion pounds ($1.6 billion) as it shrinks assets following its 2008 bailout.

The sale of the portfolio, which had losses of 40 million pounds in 2011, to a fund financed by Coller Capital Ltd., will result in a pretax gain for Lloyds after it reverses a provision, the London-based bank said in a statement today. The group will continue to manage the fund in exchange for a fee, probably less than 10 million pounds a year, it said.

Lloyds set up a non-core division after its bailout to house assets that it plans to sell or wind down. The bank shrank the division by 44.9 billion pounds to 117.5 billion pounds in the year through June.

— Russell Ward

Agrium CEo Said to Plan Jana Meeting After Rejecting Spinoff

Agrium Inc. Chief Executive Officer Mike Wilson will meet with Jana Part-ners LLC tomorrow after rejecting the hedge fund’s proposal for the Canadian company to spin off its farm retail unit, two people familiar with the situation said.

Jana has been in talks with Agrium since at least May, said the people, who declined to be identified because the meetings are confidential. Jana pushed for the return of capital to shareholders, before Agrium’s Aug. 3 announcement of a share buyback, according to another person familiar with the situation.

Jana, the activist hedge fund run by Barry rosenstein, said today in a state-ment that it’s “disappointed” by Agrium’s response, and the separation of the retail business would “unlock significant long-term value.” Agrium, which also runs a wholesale unit producing fertilizers, said its board decided that a spinoff “would expose Agrium sharehold-ers to substantial risk with no sustain-able benefit.”

“Without a retail division, the company won’t know what farmers want,” raymond Goldie, an analyst at Salman Partners Inc. in Toronto who recommends buying the stock, said in a telephone interview

from Toronto. “Agrium is better to have an integrated company.”

Agrium hired Morgan Stanley as an adviser, one of the people said.

— Katia Dmitrieva, Jesse Riseborough and Zachary R. Mider

First Reserve Said to Be in Talks to Buy Chemical Maker TPC

First Reserve Corp., a private-equity firm focused on energy and natural re-sources, is in exclusive talks to buy chemi-cal maker TPC Group Inc., said a person with knowledge of the matter.

The companies are weeks away from an agreement, said the person, who asked not to be named because the discussions are private. The deal could fall through, the per-son said. A buyout of Houston-based TPC may fetch about $40 a share, or more than $600 million, not including debt, a person familiar with the talks said last month.

Previous negotiations to acquire TPC, which included chemical makers and buyout firms, collapsed earlier this year after the company’s stock price jumped, people familiar with the matter said last month. TPC rose 0.3 percent to $38.76 at the close in New York and has advanced 66 percent this year.

— Jeffrey McCracken and Zachary R. Mider

THe Wire

■ Citigroup Inc. named Vikram Bhardwaj as Asia-Pacific head of consumer investment banking, according to a memo obtained by Bloomberg News. Bhardwaj, currently head of the bank’s investment bank in Los Angeles, will be based in Hong Kong starting in September, the memo said. James Griffiths, a Hong Kong-based spokesman at Citigroup, confirmed the contents of the document.

■ Pradeep Rao, who previously was a director of consumer and health care investment banking in the Asia-Pacific region at Citigroup, will join HSBC Hold-ings Plc and focus on consumer banking in Southeast Asia and South Korea, one person with knowledge of the matter said in July.

■ Credit Agricole SA named Kirk Tholen to lead a new energy acquisition and di-vestiture group. Tholen, who joins from Albrecht & Associates Inc., will be based in Houston and report to Dennis Petito, head of North American energy coverage at the lender’s credit and investment bank, according to a statement today from the firm. Before Albrecht, Tholen was an engineer in the oil and gas industry, including at Unocal Corp., an energy exploration company based in El Segundo, California, according to the statement.

— Cathy Chan and Laura J. Keller

PeoPle WaTCH

E-mail people news to mergerbrief@bloomberg.net.

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deal aNalysis

BY TOM BUrNETT AND LINDA VArOLIMolycorp Inc.’s bet-the-company ac-

quisition of Neo Material Technologies Inc. came at a bad time. The rare earth mining company, which had net cash before the transaction, leveraged up to buy the Canadian rare earth processor just as prices for key rare earth oxides and minerals were collapsing. Molycorp shares have dropped by roughly 60 per-cent since the deal was announced.

Initially, the market reacted positively to the announcement. Molycorp shares rose nearly 19 percent the day after the announcement, to nearly $31, but they fell back to $20 by June 4 when the merger completed, and closed under $12 yester-day, pressured by continuing rare earth metals price declines and investors’ fears that future capital spending needs would be compromised. At today’s level, the price may reflect an overly dim view of the combined company’s future.

Molycorp paid 71 percent cash and 29 percent new Molycorp stock for Neo’s equity, for a total deal value of $1.3 billion, including some $230 million to former Neo debtholders, who have change-of-control put options.

The pro formas for the merger projected that the bondholders would convert their paper to Neo shares, but as Molycorp’s shares have slumped, it appears the bond-holders will instead exercise their puts. At closing, former Molycorp shareholders owned 86 per cent of the new company.

In absolute terms, the price was high for Molycorp, which had total assets, pre-Neo, of $1.68 billion at March 31, even though Molycorp paid less than 5 times Neo’s 2011 Ebitda. Molycorp officials ex-pected to realize synergies of $100 million per year by 2013, and the transaction was structured to be accretive to the Molycorp 2012 earnings and cash flow.

Neo will add some $500 million in annual rare earth revenues and bring a profitable magnetic powders division into the Molycorp corporate family. In addition, the merger greatly expanded the Molycorp presence in China, the most important market for rare earth consumption. China accounted for 24 per cent of pro forma Neo-Molycorp combined 2011 sales.

In the pro forma financials distributed at the time of the merger announcement, Molycorp showed 2011 revenues of $1.2 billion with Neo, higher than Molycorp’s actual 2011 figure of $397 million, with pro forma 2011 net income of $319 million higher than Molycorp’s actual net income of $118 million.

The merger transformed Molycorp’s bal-ance sheet with material additions to good-will and net debt. From a net cash position on March 31 of $410.5 million, Molycorp now carries net debt of $744 million, with a debt-to-equity ratio of 50.8 percent.

Meanwhile, rare earth metals prices continued to decline. For the June 2012 quarter, Molycorp realized just $52 per kilogram of rare earth oxide equivalent, compared to $95 per kilogram in the March 2012 quarter and an average price of $97 per kilogram in 2011.

The squeeze of sharply lower prices and revenues and the increased debt service costs has raised questions about the company’s capacity to fund capital expenditure.

In its Aug. 2 earnings release, it warned that it was continuing to seek financing for the second half of 2012’s $289 million capital spending requirement. This fund-ing will be needed to complete Phase I of the company’s Mountain Pass, Califor-nia mine, Molycorp’s primary source of rare earth minerals. It also warned that its “cash flow from operations for the remainder of 2012 will be less than we expected.”

Standard & Poor’s announced on Aug. 13 that it had lowered its ratings on Molycorp to “CCC+.” The ratings agency said that the downgrade resulted from Molycorp’s need to fund the $230 million Neo put-option debenture obligation, as well as the company’s capital spending requirements for the second half of 2012.

In short, Molycorp is facing a perfect storm: increased balance-sheet leverage, large-deal integration risk, unmet financ-ing needs, lower product prices and disappointing cash flow performance.

In this difficult operating environment, contrarian investors may want to give the company a closer look. In its Aug. 2 earnings release, Molycorp reaffirmed its annual rare earth oxide production target of 8,000 to 10,000 metric tons for the 2012 year. Molycorp was able to borrow $635 million for the Neo purchase, so the $289 million Mountain Pass funding requirement appears to be achievable.

Molycorp is the largest rare earth oxide producer in the Western hemi-sphere and its Mountain Pass mine is the world’s largest and most developed facility outside of China. According to a May 14 Moody’s Investors Service report, the mine has an expected life of 30 years at current production levels, with an annual capacity of 40,000 metric tons by mid-2013.

Molycorp is currently trading below its post-Neo merger book value of $12.93 per share, and analysts are sharply di-vided on the Molycorp future. JPMorgan downgraded Molycorp on Aug. 3, reduc-

Molycorp’s Purchase of Neo Material demonstrates That Timing is everything

$0

$20

$40

$60

$80

$100

$120

$140REO pricerealized ($/kg)*

MCP shares

Sources: Company filings, Bloomberg

Molycorp: Rare Earth Price Squeeze

March 8: Neo deal

announced

* Rare earth oxide equivalent, Molycorp quarterly average

-$200

-$100

$0

$100

$200

$300

$400

$500

2009 2010 2011 2012E 2013E

Net Income

Ebitda

Mill

ions

Source: Bloomberg

Molycorp: The Bottom Line

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ing its target price to $11.50 from $19.50. On the other hand, analysts at Dahlman rose and CIBC World Markets have positive recommendations, with target

prices of $36 and $30, respectively. The average consensus target price from analysts submitting data to Bloomberg is currently $27.73.

Investors eyeing the stock must weigh the advantages of scale and diversifi-cation that the Neo purchase brought against the negative elements of weak product prices and much greater lever-age. For investors willing to stomach these known risks, Molycorp shares may be oversold down to levels that do not ac-curately reflect the combined company’s future prospects.

Tom Burnett, CFA, is Director of Research at Wall Street Access

Linda Varoli, CFA, Vice President of M&A Research at Wall Street Access assisted with this article.

Neither author holds Molycorp shares or options.

MoLYCorP - NEo

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Molycorp Balance Sheet3/31/12 6/30/12

MolyCorP Pro ForMa WiTH Neo aCTual

Cash $610 $410 $369

Goodwill $3 $411 $505

total Assets $1,689 $2,969 $3,159

debt $199 $871 $1,114

total equity $1,233 $1,539 $1,463

Net debt / (Cash) -$411 $462 $744

Net debt-to-equity N/A 29.9% 50.8%

Source: Company filings

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TargeT aCquirer deal size ($M)

aNNouNCed daTe

exPeCTed CoMPleTioN

daTe

oFFer Per

sHare

aNNouNCed PreMiuM

iN %

lasT TargeT PriCe

CurreNT PreMiuM

%sPread

lasT sPread

MoVe

AmeriGroUP Corp wellPoint inc 4,462 07/09/12 03/31/13 92.00 47.43 90.00 2.22 2.00 -0.02

Ariba inc sAP AG 4,324 05/22/12 09/30/12 45.00 18.81 44.48 1.17 0.52 0.04

Astral media inc BCe inc 3,729 03/16/12 12/31/12 50.00 37.22 47.22 5.89 2.78 -0.17

Best Buy Co inc richard schulze 7,594 08/06/12 - 26.00 39.92 19.35 34.37 6.65 0.13

CH energy Group inc Fortis inc/Canada 1,443 02/21/12 - 65.00 12.84 65.06 -0.09 -0.06 -0.05

Collective Brands inc wolverine, Golden Gate Capital 1,750 05/01/12 12/31/12 21.75 11.20 21.62 0.60 0.13 0.02

Cooper industries PlC eaton Corp 12,827 05/21/12 12/31/12 74.60 22.68 73.84 1.02 0.76 -0.06

Genon energy inc NrG energy inc 4,075 07/23/12 03/31/13 2.54 22.31 2.52 0.90 0.02 0.00

mmodal inc JPmorgan Chase & Co 1,057 07/03/12 08/14/12 14.00 9.20 14.00 0.00 0.00 -0.01

Nexen inc CNooC ltd 17,432 07/23/12 12/31/12 27.50 65.09 25.63 7.29 1.87 -0.03

Pacific Capital Bancorp mitsubishi UFJ Financial Group inc 1,514 03/12/12 12/31/12 46.00 61.08 45.75 0.55 0.25 0.00

Par Pharmaceutical Cos inc tPG Capital 1,934 07/16/12 10/31/12 50.00 43.57 49.85 0.30 0.15 0.02

Progress energy resources Corp Petroliam Nasional Bhd 5,590 06/28/12 - 22.00 96.52 22.21 -0.95 -0.21 0.12

Quest software inc dell inc 2,250 06/14/12 10/31/12 28.00 14.15 27.92 0.29 0.08 0.00

railAmerica inc Genesee & wyoming inc 1,944 07/23/12 12/31/12 27.50 11.88 27.37 0.47 0.13 0.04

robbins & myers inc National oilwell Varco inc 2,408 08/09/12 12/31/12 60.00 34.43 59.84 0.27 0.16 0.22

roNA inc lowe's Cos inc 2,219 07/08/12 07/31/12 14.50 41.00 13.86 4.62 0.64 0.05

shaw Group inc/the Chicago Bridge & iron Co NV 3,180 07/30/12 03/31/13 45.70 73.39 40.53 12.76 5.17 -0.24

sunoco inc energy transfer Partners lP 6,787 04/30/12 12/31/12 48.04 27.80 47.52 1.09 0.52 0.03

Viterra inc Glencore international PlC 7,432 03/20/12 08/31/12 16.25 33.41 16.15 0.62 0.10 0.00

deal arBiTrage

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