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Goldman Sachs Lost $3 Billion on Consumer Lending Push

Goldman Sachs Group Inc.

GS 1.10%

said a big chunk of its consumer lending business has lost about $3 billion since 2020, revealing for the first time the costly toll of the Wall Street giant’s Main Street push. 

Ahead of fourth-quarter earnings next week, Goldman released financial information that reflects its new reporting structure. The bank in October announced a sweeping reorganization that combined its flagship investment-banking and trading businesses into one unit, while merging asset and wealth management into another.

Marcus, Goldman’s consumer-banking arm, launched in 2016 to a strong start.

Rivals

JPMorgan Chase

& Co. and

Bank of America Corp.

were posting big profits on the back of strong consumer businesses that carried them through rocky stretches in their Wall Street operations. Goldman, long reliant on its gold-plated investment banking and trading arms, wanted in on the action.

The bank rolled out savings accounts, personal loans and credit cards. Its 2019 credit-card partnership with

Apple Inc.

signaled its ambitions to be a big player in the business.

Goldman invested billions of dollars in Marcus. But it struggled to bulk up the credit-card business following an early win with the Apple Card. A long-awaited checking account never materialized.

Economists and financial analysts look at bank earnings to get a sense of the economy’s health. WSJ’s Telis Demos explains how inflation as well as recession concerns can be reflected in their results. Illustration: Lorie Hirose

The consumer unit was never profitable. In October, Goldman formally scaled back its plan to bank the masses.

The reshuffling parceled out the consumer business to different parts of the bank.

Before the shift, it was under the same umbrella as Goldman’s wealth-management division. 

Much of Marcus will be folded into Goldman’s new asset and wealth management unit. Some pieces, including its credit-card partnerships with Apple and

General Motors Co.

, as well as specialty lender GreenSky, are moving into a new unit called Platform Solutions.

Goldman on Friday disclosed that its Platform Solutions unit lost $1.2 billion on a pretax basis in the nine months that ended in September 2022. It lost slightly more than $1 billion in 2021 and $783 million in 2020, after accounting for operating expenses and money set aside to cover possible losses on loans. The unit also includes transaction banking, with services such as enabling banks to send payments to each other, vendors and elsewhere.

Goldman shares closed up about 1% Friday at $374.

The bank said it set aside $942 million during the first nine months of 2022 for credit losses in Platform Solutions, up 35% from full-year 2021. Operating expenses for the division increased 27% during this period. After hovering around record lows for much of the pandemic, consumer delinquencies are rising across the industry.

Net revenue for Platform Solutions’ consumer platforms segment, which reflects credit cards and GreenSky, totaled $743 million during the first nine months of 2022, up 75% from all of 2021 and up 295% from 2020. Goldman completed its acquisition of GreenSky last year. 

The disclosure didn’t reveal financial details for Goldman’s consumer deposit accounts, personal loans and other parts of Marcus. Those business lines are included in the firm’s asset and wealth management division, which is profitable, and aren’t material to the firm’s overall profits, according to people familiar with the matter. 

Goldman is in the process of winding down personal loans, according to people familiar with the matter. It will be ending its checking account pilot for employees, one of the people said, while it considers other ways to offer the product. One possible option is pitching the checking account to workplace and personal-wealth clients.

As recently as the summer, Goldman executives were saying the checking account would unlock new business opportunities for the bank. 

Marcus has been a divisive topic at Goldman. Some partners, senior executives and investors were against continuing to pour billions of dollars into the effort, in particular for checking accounts and other products that Goldman would be developing on its own.

Write to AnnaMaria Andriotis at annamaria.andriotis@wsj.com and Charley Grant at charles.grant@wsj.com

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Vince McMahon Plots Return to WWE

Vince McMahon,

the majority owner and former chief executive of

World Wrestling Entertainment Inc.,

WWE 2.26%

plans to return to the company following his retirement last year amid a sexual-harassment scandal to pursue a sale of the business, according to people familiar with the matter.

Mr. McMahon, who has majority voting power through his ownership of WWE’s Class-B stock, has told the company that he is electing himself and two former co-presidents and directors, Michelle Wilson and

George Barrios,

to the board, the people said. The move to reinstate Mr. McMahon, which the board previously rebuffed, and the others will require three current directors to vacate their positions.

Mr. McMahon, whose abrupt departure in July 2022 followed disclosures by The Wall Street Journal of multiple payouts to women who had alleged sexual misconduct and infidelity, expects he will be able to assume the role of executive chairman, though he would need board approval for that, the people said.

It isn’t clear where that would leave his daughter, Stephanie McMahon. After his departure, she took over as chairwoman and co-CEO alongside

Nick Khan,

the company’s former president.

The 77-year-old sent a letter to WWE’s board in late December detailing his desire to return to the company he ran for four decades, to help spearhead a strategic-review process, the people said. Mr. McMahon believes there is a narrow window to kick off a sales process because WWE’s media rights—including for its flagship programs “Raw” and “SmackDown”—are about to be renegotiated, according to the people.

Mr. McMahon believes the media landscape is evolving quickly and more companies are looking to own the intellectual property they use on their streaming platforms, making WWE an attractive takeover target, the people said. WWE, which generates most of its revenue from selling content rights, posted its first year of over $1 billion in revenue in 2021. The company currently has a market value of just over $5 billion.

The board responded last month in a letter to Mr. McMahon that it was prepared to initiate a review process and would welcome working with him on it. However, it said it unanimously agreed that Mr. McMahon’s return to the business wouldn’t be in shareholders’ best interest, according to people familiar with the letters.

The board also asked Mr. McMahon to confirm his commitment to repay expenses incurred by WWE related to an investigation of the allegations and requested that he agree not to return to the company during government probes of the matter, the people said. Mr. McMahon said in response that he remains willing to continue working to complete any reimbursement for reasonable expenses related to the investigation, to the extent they aren’t covered by insurance, but he declined to agree to not return to the company.

He has communicated to the board that unless he has direct involvement as executive chairman from the outset of a strategic review, he won’t support or approve any media-rights deal or sale, the people said.

Mr. McMahon retired as WWE chief executive and chairman in July amid a board investigation of sexual-misconduct claims against him. The Journal reported that he had agreed to pay more than $12 million in secret settlements since 2006 to his accusers.

The Securities and Exchange Commission and federal prosecutors launched inquiries into the payments. WWE later disclosed additional payments in 2007 and 2009 totaling $5 million that it said were unrelated to the allegations of misconduct that led to its internal investigation.

WWE’s board ultimately found that the payments, though made by Mr. McMahon personally, should have been booked as WWE expenses because they benefited the company.

Mr. McMahon had told people that he intended to make a comeback at WWE, the Journal reported last month. He said that he received bad advice from people close to him last year to step down, according to the people familiar with his comments.

Write to Lauren Thomas at lauren.thomas@wsj.com

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Amgen in Advanced Talks to Buy Horizon Therapeutics

Amgen Inc.

AMGN -2.42%

is in advanced talks to buy drug company

Horizon Therapeutics

HZNP 0.39%

PLC, according to people familiar with the matter, in a takeover likely to be valued at well over $20 billion and mark the largest healthcare merger of the year.

The U.S. biotechnology company was the last of three suitors standing in an auction for Horizon, the people said, after French drugmaker

Sanofi SA

said Sunday it was out of the running.

A deal could be finalized by Monday assuming the talks with Amgen don’t fall apart, the people said.

Horizon develops medicines to treat rare autoimmune and severe inflammatory diseases that are currently sold mostly in the U.S. Its biggest drug, Tepezza, is used to treat thyroid eye disease, an affliction characterized by progressive inflammation and damage to tissues around the eyes.

The company is Nasdaq-listed, but based in Ireland and has operations in Dublin, Deerfield, Ill., and a new facility in Rockville, Md.

Horizon said last month it was fielding takeover interest from Amgen, Sanofi and

Johnson & Johnson,

a disclosure prompted by a Wall Street Journal report.

Johnson & Johnson later said it had dropped out.

Last year, revenue from Tepezza more than doubled, driving Horizon’s overall net sales 47% higher to $3.23 billion. Horizon has said that annual global net sales of the drug are targeted to eventually peak at more than $4 billion as the company aims to win approval to sell it in Europe and Japan.

That type of growth is attractive to big drug companies—with many sitting on big piles of cash—that rely on acquisitions as a key strategy to expand sales. Many big drugmakers are looking for new sources of revenue to offset losses when some of their main products lose patent protection.

Analysts expect Amgen will lose sales when patents begin expiring on its big-selling osteoporosis drugs Prolia and Xgeva later this decade. The pair of drugs accounted for nearly $5.3 billion of Amgen’s $26 billion in revenue last year.

In October, Amgen completed a $3.7 billion deal for ChemoCentryx and its drug to treat a rare immune-system disease.

Adding Horizon would provide more rare immune-disease drugs to Amgen’s lineup, which also includes the biotech’s Enbrel and Otezla immune-disease therapies. Amgen could help sell more of Horizon’s products overseas, according to analysts.

Acquiring Horizon could add about $4 billion in new revenue for Amgen by 2024, according to Jefferies & Co.

Other big life-sciences companies have been inking deals in recent months.

Johnson & Johnson recently struck a $16.6 billion deal to acquire heart device maker Abiomed Inc. to bolster sales of its medical-gear division, which had been lagging behind those of its pharmaceutical unit.

Merck

& Co. followed with a deal of its own, agreeing to buy blood-cancer biotech

Imago BioSciences Inc.

for $1.35 billion, ahead of the patent expiration of its cancer immunotherapy Keytruda.

Pfizer Inc.,

meanwhile, agreed in August to buy Global Blood Therapeutics Inc. for $5.4 billion, in a deal that would give the big drugmaker a foothold in the treatment of sickle-cell disease.

A deal for Horizon would likely rank as the largest healthcare acquisition globally in 2022, ahead of the Johnson & Johnson-Abiomed tie-up. The selloff in stocks this year amid rising interest rates, while putting a damper on deal activity, has also made some companies more attractive targets. At the stock’s peak about a year ago, Horizon was valued at roughly $27 billion.

The shares, which fell sharply earlier this year, have surged since the possibility of a takeover surfaced, and the company now has a market value of about $22 billion.

Horizon’s other drugs include Krystexxa for treating gout, a form of inflammatory arthritis, and Ravicti for a rare, potentially life-threatening genetic disease known as urea cycle disorder that raises ammonia levels in the blood.

Drugs treating rare diseases have emerged as a large source of pharmaceutical sales because they can command high prices that health insurers have been willing to pay.

Write to Ben Dummett at ben.dummett@wsj.com, Dana Cimilluca at dana.cimilluca@wsj.com and Laura Cooper at laura.cooper@wsj.com

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Walgreens Unit Close to Roughly $9 Billion Deal With Summit Health

A unit of

Walgreens Boots Alliance Inc.

WBA 3.78%

is nearing a deal to combine with a big owner of medical practices and urgent-care centers in a transaction worth roughly $9 billion including debt, according to people familiar with the matter, the latest in a string of acquisitions by big consumer-focused companies aiming to delve deeper into medical care.

The drugstore giant’s primary-care-center subsidiary, Village Practice Management, would combine with Summit Health, the parent company of CityMD urgent-care centers, in an agreement that could be reached as early as Monday, the people said.

Health insurer

Cigna Corp.

CI 0.73%

is expected to invest in the combined company, the people said.

There is no guarantee the parties will reach a deal, the people cautioned, noting that they are still hammering out details of an agreement.

Summit Health, which is backed by private-equity firm Warburg Pincus LLC, has more than 370 locations in New York, New Jersey, Connecticut, Pennsylvania and Central Oregon, according to the company’s website. Current and former physicians also own a large interest in the business.

Village Practice Management, which does business as VillageMD, provides care for patients at free-standing practices as well as at Walgreens locations, virtually and in the home. In 2021, Walgreens announced it had made a $5.2 billion investment in VillageMD, boosting its stake to 63%. At the time, Walgreens said the investment would help accelerate the opening of at least 600 Village Medical at Walgreens primary-care practices across the country by 2025 and 1,000 by 2027.

The expected deal follows a string of mergers involving companies like VillageMD and CityMD as big healthcare providers seek more direct connections with patients.

Amazon.com Inc.

in July agreed to purchase primary-care operator

1Life Healthcare Inc.,

which operates under the name One Medical, for about $4 billion. In September,

CVS Health Corp.

struck a deal to acquire home-healthcare company Signify Healthcare Inc. for $8 billion.

Cano Health Inc.,

which operates primary-care centers, has attracted interest from both CVS and insurer

Humana Inc.

in recent months, The Wall Street Journal has reported.

Bloomberg a week ago reported VillageMD’s interest in Summit Health.

Walgreens appears to have pre-empted a sale process for Summit Health that was set to kick off next year, according to the people, who said the company was about to interview banks before it received interest from VillageMD.

Summit Health has been backed by Warburg Pincus since 2017, when it took a stake in CityMD, a large chain of New York City urgent-care centers.

Since that time, Warburg has helped the company complete multiple transformative acquisitions, including the 2019 merger of CityMD and multi-speciality medical-practice group, Summit Medical Group.

New York-based Warburg, which has more than $85 billion in assets under management, is no stranger to healthcare. The firm counts healthcare-IT business Modernizing Medicine Inc. and Ensemble Health Partners, a revenue-cycle management business for hospitals, among its portfolio companies.

Write to Laura Cooper at laura.cooper@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Appeared in the November 7, 2022, print edition as ‘Walgreens Nears Deal For Urgent Care Firm.’

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Elon Musk’s Twitter Takeover Close at Hand as Banks Begin to Turn Over $13 Billion of Cash

Banks have started to send $13 billion in cash backing

Elon Musk’s

takeover of

Twitter Inc.,

TWTR 1.08%

according to people familiar with the matter, the latest sign the $44 billion deal for the social-media company is on track to close by the end of the week after months of twists and turns.

Mr. Musk late Tuesday sent a so-called borrowing notice to the banks that agreed to provide him with the debt for the purchase, one of the people said. That kicked off a process that is currently under way by which banks will deposit funds they are on the hook for into an escrow account after hammering out final details of the debt contracts, the people said.

Once final closing conditions are met, the funds will be made available for Mr. Musk to execute the transaction by the Friday deadline.

It indicates the deal is on track to close, after Mr. Musk visited Twitter’s San Francisco office Wednesday. “Entering Twitter HQ – let that sink in!” Mr. Musk tweeted, along with a video of himself walking into Twitter’s headquarters carrying a white basin.

Twitter told employees in an internal message that they would hear directly from Mr. Musk on Friday, according to an internal note reviewed by The Wall Street Journal.

The billionaire also changed the bio description on his Twitter profile to “Chief Twit” and added his location as “Twitter HQ.”

Twitter will become a private company if Elon Musk’s $44 billion takeover bid is approved. The move would allow Musk to make changes to the site. WSJ’s Dan Gallagher explains Musk’s proposed changes and the challenges he might face enacting them. Illustration: Jordan Kranse

Funding notices are typically sent three to five days in advance of when the money is needed. In normal circumstances, such documents are part of the mundane deal-closing procedures handled by back-office staffers that receive little to no mention. But after Mr. Musk spent months trying to back out of the deal to buy Twitter before flip-flopping and agreeing to go through with it earlier this month, Wall Street and Silicon Valley alike have been on high alert for evidence that he will actually follow through.

If Mr. Musk proceeds to close the deal as the signs currently suggest, it would bring to an end a six-month-long corporate drama and Twitter would cease to be publicly traded, with its current shareholders receiving $54.20 a share. The outspoken billionaire entrepreneur is expected to take the influential platform in a new direction, having floated ideas for changing Twitter, including by limiting content moderation and ushering in a new business model.

As recently as earlier this month, Mr. Musk was slated to face Twitter in a Delaware court over the stalled deal. He had argued the company misled him about its business including the amount of spam on its platform. Twitter countered that he was looking for an out after a market downturn gave him cold feet.

Twitter has been at the center of a six-month-long corporate drama that appears to be close to an end.



Photo:

Justin Sullivan/Getty Images

Then, in the days before he was to sit for a deposition, Mr. Musk changed his position again and proposed closing the deal at the original price. The judge presiding over the legal clash postponed a trial scheduled to start Oct. 17 and gave Mr. Musk until Oct. 28 to close the deal.

Chancellor Kathaleen McCormick said if the deal doesn’t close by that date, the parties should contact her to schedule a November trial.

The closing of the deal won’t be the end of the story for the banks that agreed to help fund it, including

Morgan Stanley,

MS 0.50%

Bank of America Corp.

BAC 0.88%

and

Barclays

BCS -0.14%

PLC. They are likely to hold on to the debt rather than sell it to third-party investors, as is the norm in such deals, until the new year or later, people familiar with the matter have said. Those lenders could face upward of $500 million in losses if they tried to sell Twitter’s debt at current market levels, as many investors are worried about a recession and curbing new exposure to risky bonds and loans.

—Alexa Corse and Lauren Thomas contributed to this article.

Write to Laura Cooper at laura.cooper@wsj.com, Alexander Saeedy at alexander.saeedy@wsj.com and Cara Lombardo at cara.lombardo@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8



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Goldman Plans Sweeping Reorganization, Combining Investment Banking and Trading

Goldman Sachs Group Inc.

GS -2.31%

plans to fold its biggest businesses into three divisions, undertaking one of the biggest reshuffles in the Wall Street firm’s history.

Goldman will combine its flagship investment-banking and trading businesses into one unit, while merging asset and wealth management into another, people familiar with the matter said. Marcus, Goldman’s consumer-banking arm, will be part of the asset- and wealth-management unit, the people said.

A third division will house transaction banking, the bank’s portfolio of financial-technology platforms, specialty lender GreenSky, and its ventures with

Apple Inc.

and

General Motors Co.

, the people said.

The reorganization could be announced within days, the people said. Goldman is scheduled to report third-quarter earnings Tuesday.

It is unclear how the makeover will shake up Goldman’s senior leadership team, though at least a few executives will have new roles, the people said.

Marc Nachmann,

the firm’s co-head of trading, will slide over to help run the combined asset- and wealth-management arm, they said.

The reorganization is the latest step in Chief Executive

David Solomon’s

push to shift Goldman’s center of gravity toward businesses that generate steady fees in any environment. It also reflects the firm’s struggle to overcome skepticism, from investors and even among some of its own executives, over its ambitions for consumer banking.

The firm’s trading and investment-banking acumen has been Goldman’s calling card for decades, churning out massive profits when the markets favored risk-takers and bold deals. But investors often discounted those successes, reasoning that they are harder to sustain when market conditions turn. And in recent years, Goldman has sought to sharpen its trading arm’s focus on client service.

Following the changes, Goldman’s organizational chart will look more like its peers.

A slide presentation from Goldman’s 2020 investor day offered a glimpse of what a combined banking-and-trading business would look relative to peers. At Goldman, the merged group would have delivered a return on equity of 9.2% in 2019, besting

Morgan Stanley

and

Bank of America Corp.

but below what

JPMorgan Chase

& Co. and

Citigroup Inc.

earned that year.

Bloomberg News earlier reported that Goldman had planned to restructure its consumer-banking arm and was considering combining its asset- and wealth-management businesses.

Goldman’s shares have struggled to keep pace with its rivals, at least by one measure. The firm traded at 0.9 times book value as of June, according to FactSet. That compared with 1.4 times at Morgan Stanley and 1.3 times at JPMorgan.

Goldman has sought to narrow the gap by beefing up the businesses that command higher valuations on Wall Street. Managing wealthy people’s money and overseeing funds for pensions and other deep-pocketed institutions is more profitable than other financial services, and it usually doesn’t put the firm’s balance sheet at risk. And many investors view traditional consumer banking—taking deposits and making loans—as more predictable.

Goldman has invested heavily in building its own consumer bank, and folding the unit into its asset- and wealth-management arm should create more opportunities to offer banking services to wealthy individuals.

Earlier this year, the bank said it aimed to bring in $10 billion in asset and wealth-management fees by 2024.

Write to Justin Baer at justin.baer@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Appeared in the October 17, 2022, print edition as ‘Goldman To Fold Businesses Into Three Divisions.’

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Elon Musk’s Revived Twitter Deal Could Saddle Banks With Big Losses

Banks that agreed to fund

Elon Musk’s

takeover of

Twitter Inc.

TWTR -3.72%

are facing the possibility of big losses now that the billionaire has shifted course and indicated a willingness to follow through with the deal, in the latest sign of trouble for debt markets that are crucial for funding takeovers.

As is typical in leveraged buyouts, the banks planned to unload the debt rather than hold it on their books, but a decline in markets since April means that if they did so now they would be on the hook for losses that could run into the hundreds of millions, according to people familiar with the matter.

Banks are presently looking at an estimated $500 million in losses if they tried to unload all the debt to third-party investors, according to 9fin, a leveraged-finance analytics firm.

Representatives of Mr. Musk and Twitter had been trying to hash out terms of a settlement that would enable the stalled deal to proceed, grappling with issues including whether it would be contingent on Mr. Musk receiving the necessary debt financing, as he is now requesting. On Thursday, a judge put an impending trial over the deal on hold, effectively ending those talks and giving Mr. Musk until Oct. 28 to close the transaction.

The debt package includes $6.5 billion in term loans, a $500 million revolving line of credit, $3 billion in secured bonds and $3 billion in unsecured bonds, according to public disclosures. To pay for the deal, Mr. Musk also needs to come up with roughly $34 billion in equity. To help with that, he received commitment letters in May for over $7 billion in financing from 19 investors including

Oracle Corp.

co-founder and

Tesla Inc.

then-board member

Larry Ellison

and venture firm Sequoia Capital Fund LP.

Twitter will become a private company if Elon Musk’s $44 billion takeover bid is approved. The move would allow Musk to make changes to the site. WSJ’s Dan Gallagher explains Musk’s proposed changes and the challenges he might face enacting them. Illustration: Jordan Kranse

The Twitter debt would be the latest to hit the market while high-yield credit is effectively unavailable to many borrowers, as buyers of corporate debt are demanding better terms and bargain prices over concerns about an economic slowdown.

That has dealt a significant blow to a business that represents an important source of revenue for Wall Street banks and has already suffered more than $1 billion in collective losses this year.

The biggest chunk of that came last month, when banks including Bank of America,

Goldman Sachs Group Inc.

and

Credit Suisse Group AG

sold debt associated with the $16.5 billion leveraged buyout of Citrix Systems Inc. Banks collectively lost more than $500 million on the purchase, the Journal reported.

Banks had to buy around $6 billion of Citrix’s debt themselves after it became clear that investors’ interest in the total debt package was muted.

“The recent Citrix deal suggests the market would struggle to digest the billions of loans and bonds contemplated by the original Twitter financing plan,” said Steven Hunter, chief executive at 9fin.

People familiar with Twitter’s debt-financing package said the banks built “flex” into the deal, which can help them reduce their losses. It enables them to raise the interest rates on the debt, meaning the company would be on the hook for higher interest costs, to try to attract more investors to buy it.

However, that flex is usually capped, and if investors still aren’t interested in the debt at higher interest rates, banks could eventually have to sell at a discount and absorb losses, or choose to hold the borrowings on their books.

Elon Musk has offered to close his acquisition of Twitter on the terms he originally agreed to.



Photo:

Mike Blake/REUTERS

The leveraged loans and bonds for Twitter are part of $46 billion of debt still waiting to be split up and sold by banks for buyout deals, according to Goldman data. That includes debt associated with deals including the roughly $16 billion purchase of

Nielsen Holdings

PLC, the $7 billion acquisition of automotive-products company

Tenneco

and the $8.6 billion takeover of media company

Tegna Inc.

Private-equity firms rely on leveraged loans and high-yield bonds to help pay for their largest deals. Banks generally parcel out leveraged loans to institutional investors such as mutual funds and collateralized-loan-obligation managers.

When banks can’t sell debt, that usually winds up costing them even if they choose not to sell at a loss. Holding loans and bonds can force them to add more regulatory capital to protect their balance sheets and limit the credit banks are willing to provide to others.

In past downturns, losses from leveraged finance have led to layoffs, and banks took years to rebuild their high-yield departments. Leveraged-loan and high-yield-bond volumes plummeted after the 2008 financial crisis as banks weren’t willing to add on more risk.

Indeed, many of Wall Street’s major banks are expected to trim the ranks of their leveraged-finance groups in the coming months, according to people familiar with the matter.

Still, experts say that banks look much better positioned to weather a downturn now, thanks to postcrisis regulations requiring more capital on balance sheets and better liquidity.

“Overall, the level of risk within the banking system now is just not the same as it was pre-financial crisis,” said Greg Hertrich, head of U.S. depository strategy at Nomura.

Last year was a banner year for private-equity deal making, with some $146 billion of loans issued for buyouts—the most since 2007.

However, continued losses from deals such as Citrix and potentially Twitter may continue to cool bank lending for M&A, as well as for companies that have low credit ratings in general.

“There’s going to be a period of risk aversion as the industry thinks through what are acceptable terms for new deals,” said Richard Ramsden, an analyst at Goldman covering the banking industry. “Until there’s clarity over that, there won’t be many new debt commitments.”

Write to Alexander Saeedy at alexander.saeedy@wsj.com, Laura Cooper at laura.cooper@wsj.com and Ben Dummett at ben.dummett@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

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Dow Slips Again After Entering Bear Market

The Dow industrials and the S&P 500 fell again Tuesday as investors parsed a spate of economic data and comments from Federal Reserve officials.

All three indexes spent much of the morning in the green, but it didn’t last. The Dow Jones Industrial Average, which entered a bear market on Monday, fell 125.82 points, or 0.4%, to 29134.99. That marked its sixth consecutive day in the red.

The broad S&P 500 slipped 7.75 points, or 0.2%, to 3647.29, closing at its lowest level of the year for the second day in a row. The S&P is also now down for six days in a row, its longest losing streak since February 2020, according to Dow Jones Market Data.

The technology-heavy Nasdaq Composite rose 26.58 points, or 0.2%, to 10829.50.

Tuesday’s declines prolong a brutal year for financial markets. Stocks and bonds have both dropped sharply this year, an unusual tandem that reflects just how unnerved many investors feel. The Dow, the S&P and the Nasdaq are all on pace for their worst first nine months of a year since 2002.

Stubbornly high inflation has roiled markets since the start of the year. The Federal Reserve in response has been raising interest rates to try to cool the economy, stoking fears that the central bank will tip the U.S. into recession. Some investors hoped this summer that the rate increases might be coming to an end, and stocks rebounded briefly. Now, investors are coming to grips with the idea that bigger interest-rate increases—and weaker global economic growth—are here to stay for quite a while.

Neel Kashkari,

president of the Federal Reserve Bank of Minneapolis, reaffirmed the central bank’s resolve to bring down persistent and elevated inflation in a Tuesday interview with The Wall Street Journal. “There’s a lot of tightening in the pipeline,” Mr. Kashkari said, adding that the Fed is “committed to restoring price stability” but also recognizes “there is a risk of overdoing it.” 

A sharp rise in interest rates has been weighing on stocks, said

Mimi Duff,

managing director at GenTrust, a registered investment adviser with about $3 billion in assets. “I think we need to start seeing the rates stabilize before we can bottom out in equities,” she added. 

As markets react to interest-rate hikes and the threat of a recession, stocks have entered bear-market territory. WSJ’s Gunjan Banerji explains what it takes to push stocks back into a bull market and why it is hard to predict when they’ll turn around. Illustration: Jacob Reynolds

“The equity market is paying attention to this perpetual ratcheting higher of terminal rates in the U.S.,” said

Charles Diebel,

head of fixed income at Mediolanum International Funds. “The more the terminal rate goes up—while necessary to deal with the inflation threat—the bigger the economic downturn will be.”

On the economic front, data Tuesday showed that companies reduced durable goods orders for a second straight month. Home prices continued to notch big year-over-year gains, but the pace of that growth slowed. Home prices fell month over month.

However, consumers are growing more optimistic about the U.S. economy. The Conference Board’s consumer-confidence index increased in September for the second month in a row, lifted in part by falling gas prices.

Bond prices continued to fall, pushing up yields. The yield on the 10-year Treasury rose to 3.963%, once again hitting its highest level since 2010.

Traders worked on the floor of the New York Stock Exchange on Monday.



Photo:

REUTERS

Oil prices rebounded after slumping Monday to their lowest level since January. Brent crude, the international oil benchmark, rose 2.6% to $86.27 a barrel. 

Global stock markets were mixed. The Stoxx Europe 600 edged down 0.1%.

In Asia, stocks closed mostly higher. Japan’s Nikkei 225 index rose 0.5% while China’s Shanghai Composite rose 1.4%. Hong Kong’s Hang Seng Index ended the day close to flat.

Write to Will Horner at william.horner@wsj.com

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Humana, CVS Circle Cano Health as Potential Buyers

Humana Inc.

HUM 0.67%

and

CVS Health Corp.

CVS 0.06%

are circling

Cano Health Inc.,

CANO 32.17%

according to people familiar with the situation, as healthcare heavyweights scramble to snap up primary-care providers.

The talks are serious and a deal to purchase Cano could be struck in the next several weeks, assuming the negotiations don’t fall apart, some of the people said. Cano shares, which had been down nearly 7%, turned positive and closed up 32% after The Wall Street Journal reported on the talks with Humana and other unnamed parties, giving the company a market value of roughly $4 billion.

Bloomberg subsequently reported CVS’s interest.

It couldn’t be learned which other potential buyers might be in the mix, but Cano could be Humana’s to lose as the health insurer has a right of first refusal on any sale, part of an agreement that was originally struck in 2019.

Miami-based Cano operates primary-care centers in California, Florida, Nevada, New Mexico, Texas, Illinois, New York, New Jersey and Puerto Rico, according to documentation from the company. It mainly serves Medicare Advantage members, a private-sector alternative to Medicare for seniors.

Ties between the companies run deep: Cano was Humana’s biggest independent primary-care provider in Florida, serving over 68,000 of its Medicare Advantage members at the end of last year, according to a securities filing. Cano also operated 11 medical centers in Texas and Nevada for which Humana is the exclusive health plan for Medicare Advantage, the filing added.

Humana has already established a footprint in primary care, which it continues to expand. Earlier this year, its CenterWell Senior Primary Care business joined with private-equity firm Welsh, Carson, Anderson & Stowe to open about 100 new senior-focused primary-care clinics between 2023 and 2025, building on an earlier, similar partnership.

At its investor day last week, Humana’s chief executive,

Bruce Broussard,

said that the company sees a total addressable market of over $700 billion in “value-based” primary care for seniors. He noted that Humana has accelerated its investment in the sector over the past five years, becoming the nation’s largest senior-focused primary-care provider.

There has been a frenzy of deal making involving large companies scooping up primary-care assets as a means of getting closer to patients and providing them more personal service.

Amazon.com Inc.

agreed to purchase the parent of primary-care clinic operator One Medical for about $3.9 billion in July, while CVS Health Corp. agreed to buy

Signify Health Inc.

for $8 billion earlier this month.

Cano went public in 2020 through a special-purpose acquisition vehicle backed by real-estate investor

Barry Sternlicht,

who sits on its board. The deal valued the company at $4.4 billion.

Cano has been the target of two shareholder activists this year, both of which independently pushed for its sale.

Dan Loeb’s

Third Point LLC currently has a roughly 5% stake in the healthcare company. In March, he pointed to the market’s unfavorable view of companies that went public through SPACs as a reason to explore strategic alternatives.

Then in late August, Owl Creek Asset Management LP sent a letter to Cano’s board stating that it had amassed a roughly 4% stake and urged the company to hire investment bankers to explore a sale to a strategic buyer.

Cano has been backed by health-care-focused private-equity firm InTandem Capital Partners since 2016. The firm mainly makes investments in small-to-midsize companies.

Write to Laura Cooper at laura.cooper@wsj.com and Dana Cimilluca at dana.cimilluca@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8

Appeared in the September 23, 2022, print edition as ‘Humana, CVS Target Cano Health.’

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Warren Buffett Not Expected to Bid for Control of Occidental Following Approval for Bigger Stake

Warren Buffett’s

bid to boost his big stake in

Occidental Petroleum Corp.

OXY 9.88%

even further isn’t expected to serve as a prelude to a full takeover of the resurgent energy company by the widely watched billionaire, at least for now.

In a regulatory filing Friday, the Federal Energy Regulatory Commission said that Mr. Buffett’s

Berkshire Hathaway Inc.

BRK.B -2.30%

had received permission to buy up to 50% of the driller’s shares. The news stoked speculation that Berkshire could be gearing up to acquire Occidental.

Analysts have said Occidental’s oil business would complement Berkshire’s existing energy holdings, which include utilities, natural gas and renewables. Mr. Buffett has a warm relationship with Chief Executive

Vicki Hollub

and has publicly praised her efforts to turn the company around after its acquisition of Anadarko Petroleum Corp. and her plans to pay down debt and increase dividend payouts.

But Mr. Buffett hasn’t informed Occidental of any plans to acquire a controlling stake in the company, according to people close to the matter. Given Mr. Buffett’s well-known aversion to hostile deal making, it would be out of character for him to make a bid without sounding out the company’s executives and directors first.

Owning such a big stake—Berkshire is Occidental’s largest shareholder—gives him major influence over the company already, and acquiring control could cost him a hefty premium to the current share price. The stock closed Friday at $71.29, up nearly 10% on the news, giving the company a market capitalization of about $66 billion.

Why would Berkshire seek out permission to buy more of Occidental, then?

For one, it was close to running up against FERC-imposed investing limits.

Filings show Berkshire currently has a 20% stake in Occidental. It also has warrants to purchase another 83.9 million common shares and 100,000 shares of preferred stock that pay a hefty dividend—both of which it acquired after helping Occidental finance its 2019 acquisition of Anadarko.

If Berkshire were to exercise the warrants, its stake would rise to roughly 27%. That would have exceeded the 25% limit FERC allowed for before Friday’s ruling.

“This is not a company that’s going to raise regulators’ hackles,” said Cathy Seifert, an analyst for CFRA Research.

It should also give Berkshire breathing room in case share buybacks or other company moves decrease the amount of shares outstanding, thus increasing its percentage stake.

There are other reasons to doubt a Berkshire takeover of Occidental is imminent.

One of them is price, said David Kass, a professor of finance at the University of Maryland’s Robert H. Smith School of Business.

So far, Berkshire has bought virtually all of its Occidental shares at a price in the range of $50 to $60, Mr. Kass said. The highest price Berkshire paid was $60.37 in July, according to filings.

Mr. Buffett is a well-known bargain-hunter, so it is difficult to imagine Berkshire rushing to buy more Occidental shares at the current price, Mr. Kass said. The shares are up 146% for the year, boosted by a rally in the price of oil, compared with an 11% decline for the S&P 500.

People familiar with deliberations at Occidental said the company’s leadership believes Mr. Buffett might consider making an offer if oil prices fall, bringing down Occidental’s stock price. If Mr. Buffett made an offer the company viewed as fair, a majority of the Occidental’s board would likely approve presenting it to shareholders, one of the people said.

Mr. Buffett didn’t respond to a request for comment. An Occidental spokesman declined to comment.

Mr. Buffett is currently represented as a passive shareholder in Occidental, based on the so-called 13G filing he has on record with the U.S. Securities and Exchange Commission. If he were to change his intentions and hold meaningful discussions with the company about a full-on takeover, he would likely need to change his filing to a 13D, which is required by large shareholders who intend to get actively involved in the running of a company.

Taxes could also play a role in Mr. Buffett’s bid for a bigger minority stake in Occidental. Corporations with a stake of at least 20% in another company are eligible to deduct 65% of dividends received, up from the standard 50%.

Berkshire’s 20% stake also allows it to include a proportionate share of Occidental’s earnings in its own results. That could give its earnings a multibillion-dollar boost annually, based on analyst estimates of Occidental’s earnings. Before the most recent purchases, disclosed this month, Occidental fell below the 20% threshold for both benefits.

Since Berkshire started buying Occidental shares in February, Mr. Buffett has had a friendly and collaborative relationship with Ms. Hollub, and the pair speak regularly, according to people familiar with the matter.

When Mr. Buffett bought another slug of Occidental shares this spring, he called Ms. Hollub to let her know about the transaction, according to one of the people. Ms. Hollub was driving at the time and pulled over to take the call, the person said.

Mr. Buffett’s message was simple: “Keep doing what you’re doing,” he told Ms. Hollub.

Berkshire’s growing ties with Occidental have an unexpected link to Mr. Buffett’s earliest days of investing.

At age 11 in 1942, Mr. Buffett made his first investment: three shares of Cities Service’s preferred stock. Forty years later, Occidental went on to acquire the oil company, which Ms. Hollub had just joined the year before.

Mr. Buffett’s investment in Occidental this year shows his first stock purchases “coming full circle 80 years later,” Mr. Kass said.

Write to Akane Otani at akane.otani@wsj.com, Christopher M. Matthews at christopher.matthews@wsj.com and Cara Lombardo at cara.lombardo@wsj.com

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