"Isn't it amazing how PriceWaterhouse can issue solvency in a matter of days when we have been waiting on solvency for months??????"
Solvency is something that is done close to closing, and it doesn't take that long. A solvency opinion from six months ago is useless. Think about it.
"Don't assume Teachers is no longer interested in the deal, as it stands. The banks don't want it but who knows about the buyers."
I'm suspecting the private equity sponsors don't want it either, but if a bona fide solvency opinion is provided, and the banks fund, they will close. Think about it. Unlike some of the conspiracy theorists here, KPMG probably would be able to make a credible case for insolvency (assuming that is their final assesment). That is to say, it may be solvent, it may not be; if it is solvent, it is probably not going to be solvent by a large margin. What buyers would wish to buy such an enterprise (given the proposed cap structure); an enterprise on the brink of insolvency one way or the other? -- hence my speculation that the PE sponsors want no part of this at this point.
A similar thing is going on with HUN, buyer's apprasial firm says it would be insolvent, HUN's apprasial firm says it would be solvent. Guess which one the banks agreed with. Now it is in a litigation morass.
No position, just throwing out some random comments. I'm not expecting a clean close on 12/11, nor are many others. But we'll see.
This rumor has more legs to stand on than the rumor we heard last week. It’s the move most companies would make if they didn't agree with an assessment....simply get a favorable second opinion from a larger and more prestigious firm.
Regardless if this latest rumored action is part of the definitive purchase agreement, it has cast serious doubt about KPMG's preliminary opinion. My question is if KMPG will stick with their preliminary opinion and risk being branded in the industry as using worst case scenarios to assess businesses, or will they take a more realistic approach when they deliver their final assessment on December 11th? My guess is KPMG will provide a conditional approval based on stated assumptions to avoid a mass exodus of customers who might fear being labeled as insolvent in this recessionary economy.
(a) Section 8.1(f) of the Definitive Agreement shall be deleted and replaced in its entirety with the following: “(f) the Purchaser and the Company shall have received an opinion at the Effective Time from KPMG LLP, or another nationally recognized valuation firm engaged by the Purchaser and agreed to by the Company, acting reasonably, in substantially the form delivered to the Company by the Purchaser on the date of the Final Amending Agreement.”
This looks like it's about to get very messy.
1) While it's up to Teachers to engage the "nationally recognized valuation firm", how can they nix the deal if PWC says BCE would be solvent? Very tricky situation.
2) The banks.
Stay tuned folks. This soap opera ain't over yet....