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Archive for July 9th, 2009

Here is a good reflective article from CNN on the art of mergers – and it´s possible pitfalls.

“(Fortune Magazine) — David Crane, CEO of NRG Energy and a father of five, was standing in a stubby cornfield in Bucks County, Pa., one windy evening last October when his BlackBerry began to stir. He checked his in-box, but he didn’t respond, not right away. It was Sunday night, and he was on an outing with his family, waiting in line for a Halloween hayride. Nor did he respond an hour later on his way to the Amtrak station to catch a train to Washington, D.C. How could he, when he drives a Mini Cooper with a stick shift? You need both hands to manage a car like that. So it wasn’t until after nine at night, having found a quiet corner of the waiting room behind a Dunkin’ Donuts kiosk, that Crane finally got around to calling back John Rowe.

Rowe, CEO of Exelon Corp. (EXC, Fortune 500), picked up Crane’s call at his big-windowed aerie in Chicago’s Chase Tower, 54 stories above the Loop. Rowe told Crane that his board had met that afternoon, and he had some news: Exelon, the country’s biggest electric utility, was hereby offering to buy NRG (NRG, Fortune 500), the country’s fastest-growing independent electricity merchant — it sells wholesale power to utilities — for stock in a deal worth $6.2 billion. Term sheet to follow, press release within the hour. “Offer” was a euphemism; this was a hostile act.

Crane was stunned, less by Rowe’s uninvited bid (his lust for NRG was no secret) than by his choosing to publicize it instantly. Protocol dictates that a classic bear hug, as the M&A world defines the ritual, begin with a warm embrace, in private, with an eye toward achieving mutual consent. Rowe wasn’t even pretending to be nice. Crane could imagine why. NRG was secretly pursuing two deals of its own with Houston-based power companies: one code-named Doris, for Dynegy (DYN), the other Rodeo, for Reliant. Either would create regulatory obstacles that could block Exelon. Somehow Rowe had gotten wind of them. Neither was imminent, Crane says now (“He had a lot more time”), but Rowe didn’t know that.

Their conversation lasted only a few minutes. Crane asked Rowe if he had his debt financing in place. Both men understood that a change of control would trigger an immediate requirement to pay down $8.5 billion in NRG loans. “Not yet,” said Rowe, “but we’re working on it.” Crane wanted nothing to do with this deal: not with Rowe, whom he barely knew; not with Exelon, which he views as stodgy, bureaucratic, and otherwise “ill suited” to run an entrepreneurial enterprise like NRG without “suffocating” it; and definitely not at that price, which he would soon be describing to anyone who would listen as tantamount to “stealing the company.” Nevertheless, he tried to be civil as he concluded the call, promising Rowe, “We’ll give this serious consideration.”

So much for his scheduled trip to Washington. Crane called Jonathan Baliff, NRG’s M&A specialist, and reached him at home. “You’re not gonna believe this,” he said, still not quite believing it himself. “John Rowe just called to wish me a happy Halloween.”

Click here for the whole article.

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