贝尔斯登公布详细财务状况(下)

 

贝尔斯登公布详细财务状况

译/王易见  

    在周五提交的一份单独的SEC文件中，摩根大通讲到有一家私募股权公司表达了对贝尔斯登这桩交易案的兴趣，并且已经提交了一份策划案，其中提到以30亿美元的资金换取90%的股权。这项方案需要从这家尚未形成财团的银行获得200亿美元的信贷融资。纽约联邦储备银行将通过其贴现窗口为贝尔斯登提供为期一年的贷款。

    周五晚些时候，摩根大通会晤了贝尔斯登的代表和它的投资银行家以讨论这桩交易对贝尔斯登的估值问题，摩根大通提出的是8美元至12美元之间。会议还审议了购买19.9%的在外流通股，以及购买其经纪业务的期权和贝尔斯登的总部大楼。

    然而到了周日，由于贝尔斯登涉及并且被通告的风险致使摩根大通对这桩交易产生了怀疑。根据文件，美国财政部和美联储随即着手，因为这桩交易需要美联储一定程度的财政支持，同时，贝尔斯登也被认为将破产并进行破产清算。那些私募股权的公司正在试图从细节出发使自己的方案可行。

    同时，由于没有任何交易可以恢复市场信心，贝尔斯登的管理层也不认为在周一就可以开展交易。迫于形势的压力，有人建议贝尔斯登在周日晚上如实公布情况，而在周一早上不能在亚洲市场开展交易。

    私人股本无法及时获得策划案中涉及的信贷融资所需要的资金，也无法获得纽约联邦储备银行获得支撑，只能留下摩根大通为仅有的竞购者。

    摩根大通称，由于纽约联邦储备银行提供了300亿美元的特别基金，摩根大通打算以每股4美元的价格进行这场交易，然而，最后却不得不为其不情愿的多支付了2美元。

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In a separate SEC filing Friday, JPMorgan said a private equity firm expressed interest in exploring a transaction with Bear Stearns on Saturday March 15, and proposed a deal that included a $3 billion cash infusion in return for 90 percent equity interest in the firm. The proposal required a $20 billion credit facility from an not-yet-formed consortium of banks and assurance that the New York Fed would make loans available to Bear Stearns through its discount window for one year.

Later that day, JPMorgan met with representatives from Bear Stearns and its investment bankers to discuss a deal that would value Bear Stearns at $8 to $12 per share. It also considered buying 19.9 percent of the then outstanding shares, options to purchase its prime brokerage business and Bear Stearns' headquarters building.

But by Sunday, JPMorgan expressed doubt that it would do the transaction because of the risk involved and informed Bear Stearns, the U.S.

Treasury and the New York Fed, that to proceed, it would need some level of financial support from the New York Fed. Meanwhile, Bear Stearns was considering potential bankruptcy and liquidation options, and the private equity firm was trying to put together details to make its proposal viable, the filing said.

Meanwhile, Bear Stearns' management did not believe it could open for business on Monday without a transaction that restored market confidence in the firm. Adding pressure to the situation, the firm was advised that it would not be able to start trading in Asia the next morning and would have to disclose that fact Sunday evening, New York time.

The private equity buyer was unable to secure funding for the credit facility portion of its proposal in time and was not able to get support from the New York Fed, leaving JPMorgan as the only bidder.

JPMorgan said, based on the New York Fed's willingness to provide $30 billion in special funding, it thought it could work toward a deal that valued Bear Stearns at $4 per share, but eventually decided that it could not offer more than $2, which was subsequently accepted.