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As Goldman (GS) and KKR prepare to walk, Harman deal in trouble

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This will begin to seem like a broken record now.

KKR and Goldman Sachs (NYSE: GS) are close to either renegotiating or walking away from a deal to buy Harman International (NYSE: HAR), the big audio components company, according to the Wall Street Journal because of "a credit crunch and lackluster financial results from Harman."

Most of the buyout deals have clauses that say that if a company's fortunes go through a "material change" that buyers can back out. But, operating income at Harman in the June quarter was more than $81 million on revenue of $911 million. Not as good as some quarters in the past, but hardly a disaster.

The buyout does have a $225 million break-up fee, but Harman's board is likely to insist that KKR and Goldman stay in the deal The stock trades at about $112 a share which is well below the $125 offer. Harman traded under $100 before the offer to take the company private was made.

Although KKR and Goldman could have their reputations harmed by walking away from a deal, they may feel that it is better to face this kind of setback than to loose billions of dollars on a company that they no longer believe can cover the debt that a buyout would create. But, Harman's board and management are unlikely to be satisfied with that explanation. It is not much to take to their shareholders.

If the transaction falls apart, the odds are very high that Harman will take the two big financial firms to court. And, it may be only the first case among many brought on by a tough credit environment where risk is no longer popular.

Douglas A. McIntyre is a partner at 247wallst.com.

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Last updated: November 25, 2009: 11:10 AM

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