Tom Taulli
California - http://taulli.com

Tom Taulli is the author of various books on finance, including The Complete M&A Handbook (Random House) and Investing in IPO's (Bloomberg Press). In addition to his writing, Mr. Taulli has appeared on high-profile television venues such as CNN, CNBC and Bloomberg TV, and has been quoted in the various print media sources such as the Wall Street Journal, USA Today and LA Times.

It's been a good year for APP Pharmaceuticals Inc. (NASDAQ: APPX), as the stock price has climbed from $10 to $23.50. Today there was some extra good news: Fresenius SE, the largest intravenous drug developer in Europe, has agreed to shell out $3.7 billion for the company (there will also be $940 million in assumed debt). In today's trading, APP's stock is up 32%.

It's a great day for Soon-Shiong who founded APP in 1996 and still owns a whopping 80% of the company.

APP is a leader in developing generic injectable pharma products, such as for acute care and specialty clinic applications. In the company's latest quarterly report, revenues increased 6% to $148.1 million and adjustable net income was $22 million, or $0.14 per share. What's more, the company received final FDA approval on four products: Polymixin B Sulfate, Caffeine Citrate Oral Solution and Irinotecan Hydrochloride. There was also a product launch for Cefepime Hydrochloride.

However, investors of Fresenius aren't so happy. The company's shares dropped about 10% in Germany. Essentially, there are concerns about valuation as well as the ability to finance the deal, which will involve mostly debt. Yet, if Fresenius wants to enter the U.S. market, it really has no choice but to pay a premium.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

NBC Universal, which is a part of GE (NYSE: GE), has apparently agreed to shell out $3.5 billion for the Weather Channel. The deal involves a partnership with two marquee private equity firms: Bain Capital LLC and Blackstone Group LP (NYSE: BX).

The transaction has weathered the credit crunch -- as well as survived a gestation period that has gone on for most of 2008. But, in the end, it looks like NBC got a nice deal (keep in mind that it looked like the Weather Channel tried to snag $5 billion or so).

The Weather Channel has extensive distribution (#3 in the US). What's more, there will be synergy with NBC's digital weather property, Weather Plus. Oh, and NBC has lots of experience integrating cable companies, such as Bravo and Sci Fi.

Although, perhaps the most important part of the deal is weather.com, which gets 36+ million unique visitors per month. This ranks it as the #15 site on the web. No doubt, NBC can leverage its advertising -- as well as other websites -- across this virtual real estate.

Finally, the Weather Channel transaction points to a possible new model for private equity; that is, partnering with strategic buyers. It's a good way to deploy capital but also get cost/revenue synergies.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

I recently talked to a business owner who was in the process of raising capital. To this end, she paid a $20,000 upfront fee to a finder (a person who brokers equity investments and loans).

The result? Nothing. The finder said that a variety of banks were not interested in the deal.

Oh, and that $20,000 fee? Unfortunately, that was non-refundable.

With the credit crunch -- and slowing economy -- entrepreneurs are certainly having trouble raising money. But, there also appears to be a rise in so-called "advance fee schemes" (this is according to a recent piece in the Wall Street Journal, which is a paid publication).

In fact, the FBI is investigating the matter (and also has some helpful resources on its website). Although it could actually be pretty tough to prove fraud. Essentially, there must be evidence that the finder had no intention of raising the capital.

Since early May, the share price of Merrill Lynch & Co. (NYSE: MER) has plunged, going from $52 to $31.12. Basically, various Wall Street analysts have turned negative on the company as there may be a need to seek more capital to deal with write-downs.

Of course, a strategy to deal with this is to unload some key assets. In fact, according to a piece in the New York Times, it looks like Merrill is trying to sell off its 20% stake in Bloomberg LP.

It was in the early 1980s that Merrill Lynch invested $30 million in Bloomberg. And since then, Bloomberg has become a global powerhouse in financial analytics. Currently, its community comprises about 250,000 subscribers.

As for Merrill Lynch, it looks like its negotiations are in the first stages -- such as with putting out feelers and sending out pitch books.

Yet, it's never easy to sell a minority position. After all, such a stake provides little control. Moreover, it's tough to resell the position. Keep in mind that Michael Bloomberg still owns 72% of the firm.

Plus, he has a right of first refusal on any purchase. This is a powerful tool and is likely to diminish the ultimate valuation of a possible deal. In other words, the logical buyer for the 20% stake is likely to be Michael Bloomberg himself.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

This week, we've seen two major buyout deals come undone: the $6.1 transaction for Penn National Gaming Inc. (NASDAQ: PENN) and TPG's play for Bradford & Bingley. In fact, according to FactSet Research, about 20% of leveraged buyouts (LBOs) since mid-2007 have been terminated.

Despite all this, some deals are getting done. Perhaps the most notable is the BCE (NYSE: BCE) LBO. BCE has reached an agreement with its private equity sponsors and banks to close its $51 billion LBO. This will represent the biggest buyout in history.

Now, there are some wrinkles. The closing date will be extended to December and there will not be any dividend payments for the rest of the year. The break-up fee was also upped from $1 billion to $1.2 billion.

Yet, the fact is that the price tag will remain unchanged (at $42 per share). No doubt, this is a big feat, especially in light of the credit crunch.

Apparently, there was much discussion about renegotiating the price. Then again, the prospects of massive litigation were daunting, as we have seen in a variety of other deals such as with Clear Channel, SLM (NYSE: SLM) and Huntsman Corp. (NYSE: HUN).

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

While there were challenges, it looked like Texas Pacific Group would snag a 23% equity stake in Bradford & Bingley PLC, a UK mortgage company. True, the deal was highly dilutive, but at the same time, B&B has been suffering from the credit crunch.

Now, TPG has walked away and instead, a syndicate of investors has rounded up $793 million to bolster B&B. Apparently, the company will need to raise even more capital.

Why? Basically, Moody's Investors Service downgraded the debt of B&B because of rising mortgage delinquencies and continued balance sheet problems. As a result, the economics of the deal changed significantly. In fact, TPG had negotiated an "out" clause for such a scenario.

Actually, the deal implosion points to the fact that the credit crunch is global. It even appears that things may be getting worse, especially in Europe, where there may be a need for many more capital infusions for the financial services sector.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Back in late March, Corel Corporation (NASDAQ: CREL), a provider of productivity software, received a buyout offer from its largest investor, Vector Capital, which owns 69%.

What has happened since then? Well, on Corel's Q2 conference call, the company talked about the outstanding offer. The board has formed a special committee and is evaluating matters. Unfortunately, there was no more information on the matter (and no indication when there might be some more details).

Yet, in the meantime, Corel continues to focus on the business. Revenues in the quarter increased from $65 million to $67 million. Net income was $930,000, or $0.04 per share. What's more, adjusted EBITDA was $14.9 million.

Corel has been successful with a variety of drivers. For example, the company has been savvy with its M&A, such as with its deals for JASC, WinZip and InterVideo. What's more, Corel is getting lots of traction in emerging markets. There is also growth in the company's new Blu-Ray graphics offerings.

As for fiscal 2008, Corel expects revenues of $263-$275 million, with net income of $8.5-$13.5 million.

On news of the quarterly results, there was a nice rally in the stock as it spiked 15% to $10.75.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

In a way, Africa is a new frontier for mobile services. The continent is seeing growth from the commodities boom. Plus, there is certainly a need to build up the infrastructure.

No doubt, Vodafone Group plc (NYSE: VOD) sees the opportunity. In fact, this week the company plunked down $900 million for a 70% stake in Ghana Telecom (the remaining 30% will be held by the government).

Actually, Ghana Telecom is the main player in the market, with 99% of the fixed-line segment. There is also a 90% control of the broadband category.

I'm sure KKR is irked that the Blackstone Group LP (NYSE: BX) is public. In fact, the company had its IPO at the peak in the market, picking up billions from investors. And, since the transaction, Blackstone has used its stock to pull off deals, such as the purchase of GSO Capital.

But, according to a piece in the Wall Street Journal (subscription required) it seems that KKR is still gunning for a public offering. True, KKR did file an S-1 about a year ago. But, the last amended filing was in November.

Then again, KKR has been on a hiring spree – bulking up its executive suite. Some of the positions include: general counsel, chief compliance offer, CTO, chief human-resources officer and so on.

In other words, why have such people unless a company wants to be public?

If anything, the lull in the private equity market may be a blessing. Keep in mind that KKR hasn't struck a buyout deal this year. So, what better time than now to build up the infrastructure?

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Liquidnet Holdings Inc, which got is start in the dot-com heyday of the late 1990s, has filed to go public.

Essentially, Liquidnet facilitates large equity trades for institutional investors – which are anonymous. In fact, the platform allows access to about 7.5 billion shares per day of liquidity.

No doubt, the company is putting pressure on the traditional exchanges and yes, is growing at a rapid clip. From 2005 to 2007, revenues spiked from $161.8 million to $346.5 million. Net income was a juicy $191.2 million last year. To keep up the growth, Liquidnet wants to expand aggressively into foreign markets, where things are still in the early stages.

The lead underwriters on the IPO include Goldman, Sachs & Co. (NYSE: GS) and Credit Suisse (NYSE: CS). Moreover, you can find the prospectus at the SEC website.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

So far this year, it's been horrible for the IPO market. In fact, in Q2 there were no venture-backed offerings.

But, going into July, there is some hope. For example, Energy Recovery (NYSE: ERII) was able to pull of its IPO, pricing the deal at $8.50. On its first day of trading, the stock ended at $9.83.

Founded in the early 1990s, Energy Recovery develops systems that capture and recycle energy from desalination. The company says that its main product – PX Pressure Exchanger (PX) – conserves up to 98% of the energy.

And, in terms of market coverage, PX systems are installed in over 300 desalination plants. As a result, Energy Recovery's growth rate has been particularly strong. Revenues have gone from $4 million in 2003 to $35.4 million in 2007.

The underwriters on the IPO included Citi (NYSE: C) and Credit Suisse (NYSE: CS). What's more, you can locate the prospectus at the SEC website.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Over the past couple years, major players like Google (NASDAQ: GOOG) and Amazon.com (NASDAQ: AMZN) have invested in the so-called "cloud." Basically, they are leveraging their huge infrastructures to provision services – like web hosting, storage and so on – to other companies. Actually, I know many startups that have such deals (helping to cut costs and get to market faster).

But what if you don't want to outsource this? Well, there is an alternative: Parascale. The company sells cloud software that you can install on your own servers.

As an indication of its power, Parascale has raised $11.37 million in a Series A round. The investors include Charles River Ventures and Menlo Ventures (both firms have extensive backgrounds in the storage area).

Parascale got its start four years ago. Interestingly enough, it hasn't been an easy journey. The original team had to get second mortgages and lines of credit to support operations.

But now, it looks like the timing is right. "With the explosion of digital content," said Sajai Krishnan, who is the CEO of Parascale CEO, "there is a need for more efficient storage systems."

The Parascale Cloud Storage (PCS) is built on widely followed standards as well as Linux servers. This makes it easier for customers to adapt the technology to their needs (which is not an easy thing to do with Google and Amazon.com).

No doubt, the storage marketplace has gone through several major shifts over the past twenty years. So, with cloud storage, it looks like we may be seeing another shift – and Parascale will now have the resources to become a leader in the space.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

In the rarefied world of private equity, there is a well-known PR operator: Kekst & Co Inc. Founded in 1970, the firm has a sterling client list, which includes biggies like KKR. No doubt, it's a complex specialty, which requires a strong understanding of securities regulation and shareholder relations.

Well, Kekst is selling out to Publicis Group, which is a global advertising and marketing firm. The price tag was not disclosed.

Kekst has a storied past. For example, the firm was involved in the leveraged buyout of RJR (back in the late 1980s). Kekst is also advising Anheuser-Busch Companies Inc. (NYSE: BUD) on its fight against InBev.

Late last year, when the IPO market was much stronger, Morgan Stanley (NYSE: MS) sold a piece of its MSCI Inc. (NYSE: MXB) division to the public. Investors were certainly eager for the deal as the price range increased from $14-$16 to $16-$18. The stock price ultimately reached as high as $38.40.

But today, things got a little rougher. Morgan Stanley said its going to unload half its position in MSCI.

No doubt, with the credit crunch, there has been a flurry of asset sales. And MSCI is a solid asset, which includes a broad portfolio of financial data products like indices (more than 100,000) and major brands such as Barra.

What's more, MSCI reported its Q2 results today. Operating revenues spiked 21.9% to $108.2 million and adjusted EBITDA was up 43.4% to $48 million (yes, this is a high-margin business).

Traditionally, sovereign wealth funds (SWFs) have focused on highly liquid investments, such as equities and bonds. But as these funds get bigger and bigger, the focus has been changing. In fact, some SWFs are moving into alternative investments and even buying up whole companies.

Take Dubai World, which is the emirate's SWF. This week, the firm teamed up with OAO Roskommunenergo (a Russian energy player) to bid $5.34 billion for OGK-1, which is a major electricity provider in Russia.

It's a savvy move. After all, Russia is in the process of deregulating the electricity market, which should come into effect by 2011. So there should be some pricing opportunities (keep in mind that prices have been held artificially low for decades).

Even so, OGK-1 has its challenges. Essentially, the company needs some serious capital infusions. But hey, that's something Dubai World can deal with handily, right?

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.