Mergers, but No Mania - TheStreet

Merger mania may be the only thing preventing a full-blown stock market correction these days.

The busiest merger Monday in the U.S. thus far in 2007, according to Thomson Financial, included Texas utility company

TXU's

( TXU) agreeing to the largest leveraged buyout ever. TXU's $32 billion buyout by private equity firms Kohlberg Kravis Roberts, Texas Pacific Group and Goldman Sachs beats KKR's $25 billion buyout of RJR Nabisco in 1998. Including assumed debt, the TXU deal amounts to $45 billion.

But the $50 billion tally of announced deals couldn't sustain an early spark in the major stock indices. With oil over $60 per barrel, a spate of probably soft manufacturing reports out this week and traders expecting a setback after seven months of gains, the market slipped despite the acquisition frenzy.

The

Dow Jones Industrial Average

and the

S&P 500

, both slid for a third consecutive day, down 0.1% Monday to close at 12,632.26 and 1449.37, respectively. The

Nasdaq Composite

was down for its second straight day, dropping 0.4% to close at 2504.52.

"I think the deals are holding the market up," says Todd Leone, head of listed trading at Cowen & Co. "They've repriced all the stocks, and people are afraid to be short."

If left alone, stocks might have fallen farther, says Leone. "Everyone is talking correction, correction, correction, and to some extent a little bit of that is coming true."

Many potential weak links for investors may trip the market in the next several days, as most of the data are manufacturing-related. Manufacturing is the segment of the economy known by investors as the chink in Goldilocks' armor.

Indeed, ex-

Federal Reserve

Chairman Alan Greenspan opened the day with talk of a recession this year. "When you get this far away from a recession, invariably forces build up for the next recession, and indeed we are beginning to see that sign, for example in the U.S. profit margins ... have begun to stabilize, which is an early sign we are in the later stages of a cycle," he said in a speech Monday that was broadcast via satellite in Hong Kong for the Very GC Global Business Insights 2007 Conference.

Greenspan's words may have been largely dismissed by stock traders, but the Treasury bond market took heed. The 10-year Treasury bond fell to 4.63% from 4.68% on Friday. The yield on the 10-year has slid from 4.89% at the end of January as evidence has emerged that growth may not be as gangbusters as previously thought.

This week, the government's second estimate of fourth-quarter GDP is expected to be 2.3%, revised from 3.5%, while the Institute for Supply Management's manufacturing index and the Chicago Purchasing Managers Index are each expected to show flat activity.

Such low expectations could be responsible for the Dow Jones Transportation Average's sharp fall from its recent highs, down 2.4% Monday.

Ahead of existing- and new-home sales data this week, Greenspan was sanguine about the housing market's spillover into the rest of the economy, but highlighted the budget deficit as a "significant concern," and he warned of rabid risk appetite in the financial markets.

"Risk is no longer perceived as major risk, at least as it was in years past, and that I must say I find disturbing," said Greenspan, according to wire reports.

Short-Term Gain, Long-Term Pain?

Risk appetite comes from excess liquidity, and as Fed Vice Chairman Donald Kohn said last week, from complacency about low volatility in the markets. The risk appetite depresses risk premiums on typically high-yielding assets and puts large investors on the hunt for ever more yield, which has helped spur massive private equity investment. The deals promise an initial stock price boost, as shareholders of TXU, insurance broker

Hub International

( HBG) and

Stations Casino

(STN) - Get Report

experienced Monday.

TXU's shares rose 13.2% Monday, while competitors such as

Reliant Energy

(RRI)

rose 6.3%; the Dow Utility Average jumped 2.4% to a record close. Hub jumped 14.8%, and Stations rose 3.8% after agreeing to separate private equity deals.

But the longer-term implications of leveraged buyouts are not always pretty.

Private-equity deals add lots of leverage to companies, and sometimes the buyers turn around deals to make a quick buck -- without having added value and expertise.

If the deal goes through, TXU's ratio of debt-to-cash flow will jump to 7 times from 2.3 times, says Greg Peters, U.S. credit strategist at Morgan Stanley. The average ratio of debt to cash flow for an LBO has risen to 9 times, from 6 times in 2001, says Peters. Debt ratios don't matter so much for equity shareholders when they collect the windfall of a buyout, which boast a long-term average of 25% premium.

But can there be too much of a good thing? Tony Crescenzi, chief fixed-income strategist at Miller Tabak and a

RealMoney.com

contributor, wrote Monday that the pace of commercial and industrial loans is slowing; that can be a leading indicator "that businesses might be losing confidence in the economic expansion."

Companies may be losing confidence, choosing not to invest in growth, and would rather buy back stock, even though most of their balance sheets are in good condition after refinancing debt amid historically low interest rates. Are these companies just waiting for a buyout?

The battle between radio broadcaster

Clear Channel Communications'

(CCU) - Get Report

shareholders and the private equity consortium that wants to take it private for $18.7 billion is telling, as

The Wall Street Journal

recently noted.

Why can't the company's management make changes for the benefit of current shareholders to bring the company's value to the level private equity buyers see? The consortium, including Bain Capital, Thomas H. Lee Partners and founding family members, offered a 10.2% premium to control the company.

Later on in the privatization process, companies taken private are sometimes quickly spun back out into the market with little or no changes made, or in worse financial shape. Initial public offerings of companies spun out after an LBO, such as

Hertz

(HTZ) - Get Report

, barely registered a positive return in 2006. But these IPOs clearly lagged behind non-buyout-backed deals, says Richard Peterson, an analyst at Thomson Financial.

Whatever private equity's plans for TXU, the deal might not even hold the largest-ever record for very long. A U.K.-based newspaper ran a story alleging that KKR, Blackstone Capital Partners and the Carlyle Group are interested in taking

Dow Chemical

(DOW) - Get Report

private for $54 billion, including assumed debt. That beats TXU's deal and even RJR Nabisco's if doubled to account for inflation.

Lastly, if the market can't rally on the biggest merger Monday yet this year, maybe these big deals are signs of a top, not signs of strength.

In keeping with TSC's editorial policy, Rappaport doesn't own or short individual stocks. She also doesn't invest in hedge funds or other private investment partnerships. She appreciates your feedback. Click

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