TPG Goes, But Tries To Stay In Coles Race

By Glenn Dyer | More Articles by Glenn Dyer

And then there was one.

Coles Group Ltd's hopes for a contested takeover battle have taken a severe blow, courtesy of the volatility in US financial markets and the return of risk aversion to investors.

The buyout group led by TPG won't make a takeover offer for the company after all three remaining private equity players left declined to continue.

TPG failed to accede to requests from its Australian management to go it alone, while Blackstone Group withdrew separately and Carlyle Group followed.

But Coles said in a statement to the ASX yesterday the trio may be interested in a deal.

"However, the consortium has also advised the company that it has not withdrawn from the process, and that it has indicated an interest in discussing with Coles an alternative investment structure," Coles told the ASX.

That sounds like the trio don't want to play because they are not confidence about raising the money, nor have they any way of trumping Wesfarmers and its offer of a higher share component in its bid (It could be as high as 40 per cent).

But they tried to stay in the game by offering something vague. Without any explanation.

Coles' shareholders would not be looking to management to delay the bidding process to allow the trio to develop this new idea. Coles' value has already been damaged enough by the incompetently-run revamp of the company's retailing business that failed.

The drawn-out sale process has been a further delay and diversion.

The new tack is that TPG and its friends don't want all of Coles: they only want the supermarkets: Woolies, Wesfarmers or someone else can have the rest.

The ploy is: if Wesfarmers doesn't bid enough and Coles decides on a break-up, they will be in there trying to bid for what they want.

That could leave Coles shareholders with huge capital gains tax bills.

The market took the latest try-on by TPG with a very large grain of salt and sent Coles shares down to $16.14, 33c under the $16.47 Wesfarmers said in April that it would offer.

Wesfarmers shares leap $1.32 to close at $44.80 as investors called the bidding duel over. Woolworths shares edged 6c higher to $26.63.

So barring any last minute scrambles or move by Woolworths, TPG's decision leaves Wesfarmers and its trio of partners, in the box seat to lodge a bid.

Woolworths has been trying for months to find a way into the bidding process without triggering the attention of the competition regulator, the ACCC.

So far it is tried to suggest Tesco and it could bid, then it was trying to do deals with TPG, Wesfarmers and back to TPG. It has also lately been floating the idea of putting in bids of its own to help Coles' board sell the company as a break-up proposition.

But unless Woolies can offer some sort of equity component, any cash it hands over will produce a capital gains tax liability for Coles shareholders.

Woolies, like Wesfarmers wants the same assets: the Target discount department stores and Officeworks stationery business.

It has also expressed interest in some of the Kmart stores which would be rebranded as Big Ws, Woolies discount retailing arm.

The departures were really signalled a week ago when the trio of US groups quit after failing to strike a deal with Woolies.

Coles advisers managed to keep the trio on the hook and the local management of TPG tried hard to get a stand alone bid up that would have, in effect, reunited Coles with the Myer department store TPG now owns, with the Myer family.

Kohlberg Kravis Roberts and Bain Capital quit the TPG group last month after spending two weeks due diligence on Coles' finances.

Blackstone was the first to jump with a New York report early Thursday morning from Reuters.

Blackstone shares floated last Friday with the shares, issued at $US31, running up over $38 a share. But they have since fallen sharply, on worries that the private equity boom may be over, and that private equity firms may get hit by higher taxes.

The price actually fell below the offer price three days after the float; such is the unease about private equity investments and leverage at the moment.

But this is not the only deal facing problems. US reports say the financing of several multi-billion dollar buyouts have been pulled or delayed in the last 24 hours.

US Foodservice (being sold by big Dutch retailer, Royal Ahold) has postponed the financing backing its $US7.1 billion buyout by Clayton, Dubilier & Rice and Kohlberg Kravis & Roberts due to weak market conditions.

It was forced to cut the size of a bond offering last Friday and lift interest rates. But even that couldn't get investors interested.

The bond offering was originally $US2.1 billion, it was cut to $US1.6 billion and then, finally, $US650 million. There were no takers.

And Goldman Sachs postponed a financing for the $US1billion buy-out of Myers Industries until after the July 4 holiday to allow markets time to settle.

Risk aversion' is now a phrase being used more and more by market commentators.

It is coming from the collapse of the subprime mortgage market in the US and the way it was financed by highly leveraged and little understood financial derivatives called CDOs, or Collaterallised Debt Obligations.

The idea was to spread the risk wide but not leave it concentrated in few hands, as has happened in the past with junk bonds.

But CDOs are now being referred to a 'toxic debt' and those who safely proclaimed that the collapse in the subprime mortgage market and the slowdown in housing wouldn't hurt the other financial sectors and the wider economy, are being forced to reassess those claims.

Coles' private equity suitors are the victims of their own successes.

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About Glenn Dyer

Glenn Dyer has been a finance journalist and TV producer for more than 40 years. He has worked at Maxwell Newton Publications, Queensland Newspapers, AAP, The Australian Financial Review, The Nine Network and Crikey.

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