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James River sells out to hedge fund -- but will there be other offers?

Mega hedge fund D.E. Shaw & Co. certainly likes insurance plays. The most recent deal: the $575 million buyout of the James River Group (NASDAQ: JRVR).

The firm provides property and casualty insurance coverage across 48 states. In fiscal Q1, earnings increased 49% to $10.1 million.

But with D.E. Shaw's heft, James River should scale its business even more.

I had a chance to interview Gene Mueller, who is a managing partner at Mueller Carey Companies and an expert on insurance. According to him:

"In this proposed deal, investors reacted poorly on day one to slightly below-market pricing. But of course, not every deal that's signed actually closes on the same terms. Here, there doesn't appear to be a meaningful no-shop clause, and no financing contingency, indicating that the buyer, investment manager D.E. Shaw, may be looking at a financial play. Despite a termination fee of some $7MM, that would be only a little over 1% of the deal price. Hard to predict, but maybe this is just a toe in the water for the target. James River is a very well-run company, so I would expect others to take close look at the proposed pricing. I would say stay tuned on this one."

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

DE Shaw: Jumping more aggressively into private equity?

Founded in 1988, D. E. Shaw is one of the largest hedge funds -- with $29 billion in assets. In fact, even Lehman Brothers Holdings (NYSE: LEH) recently bought a chunk of the firm.

D. E. Shaw has a heavy reliance on quantitative approaches to investments. And yes, it seems like the computer models are working quite well. But the firm wants more and more. So how about an aggressive move into private equity?

That's the report from a story in the Financial Times.

Hey, look at The Goldman Sachs Group (NYSE: GS). It somehow can manage hedge funds, private equity funds and investment banking. Why not D. E. Shaw?

Well, I think there could be issues. Keep in mind that hedge funds tend to buy minority stakes in companies and hold onto their positions for short periods of time.

As for private equity firms, they not only buy 100% of companies but engage in revamping and monitoring management. It's certainly a different mindset compared to hedge funds.

But since D.E. Shaw has been dabbling in private equity deals over the years, making the transition to a more aggressive stance in that market may be an easier transition for it than for another such company.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Harrah's going down to the wire

After languishing for about two months, it looks like the buyout for Harrah's (NYSE:HET) will get some traction. Tomorrow, the company's board will meet to discuss the offers.

The most promising bid (and perhaps the only one) is from Apollo Management and Texas Pacific Group. According to a report from the Wall Street Journal [subscription required], it looks like it will be $87 per share (which is up from the prior bid of $83.50).

The other group includes Penn National Gaming (NASDAQ:PENN), a casino operator that is much smaller than Harrah's, and D.E. Shaw, a major hedge fund. However, it looks like it will be difficult for them to arrange a credible financing package.

True, Harrah's has a great collection of brands and generates lots of cash. But the deal will mean an enormous debt load – making things quite risky. Harrah's has some valuable real estate holdings in Vegas, which could fetch premium prices. That could be used to pay down the debt. In fact, the Motley Fool has a great analysis on this point.

Tom Taulli is the author of various books, including the Complete M&A Handbook and operates DealProfiles.com.

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Last updated: February 13, 2012: 06:46 PM

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