Deal for Anheuser-Busch Is Said to Be Near

July 11, 2008

By ANDREW ROSS SORKIN and MICHAEL J. de la MERCED

In a reversal of its previous hostility to the idea, Anheuser-Busch is in active talks to sell itself to the Belgian brewer InBev in a friendly deal, people briefed on the matter said Thursday night.

Exact terms of the potential deal could not be learned, but one person said that InBev had indicated that it would be willing to pay more than the $65 a share it had originally offered. People briefed on the deal cautioned that the talks might still break down.

In striking an agreement, Anheuser risks a political backlash from the growing number of hometown politicians and customers who had supported the company in its efforts to remain independent.

Helping to drive the deal talks was the indication that some of Anheuser’s largest shareholders, including Warren E. Buffett, were leaning toward backing a deal with InBev.

If a deal is reached, it would end more than a month of hostilities between the two beer giants and create the world’s largest brewer. It would combine Anheuser, the maker of Budweiser and a fixture in American culture, with InBev, the producer of Stella Artois, Beck’s and Bass, creating a new behemoth with distribution channels around the world.

Since InBev unveiled its original $46.3 billion, $65-a-share offer in June, however, the two sides have waged a very public and very bitter brawl. Both companies have sought to press their case in court: InBev has sought to oust the American company’s board, while Anheuser accused the Belgian brewer of lying about its financing commitments and criticized it for having operations in Cuba.

The fight is set against a backdrop of rising prices for beer ingredients like grain and a rapidly consolidating beer industry. Giants like InBev and SABMiller, the world’s two largest brewers — which were themselves the products of mergers struck this decade — have raced to outstrip each other in market share. Though SABMiller, based in London, currently holds the No. 1 position, an Anheuser deal would propel InBev to the top spot.

While the United States remains the world’s largest beer market, domestic brewers have struggled in recent years as their customers drift toward wine and spirits, as well as craft beers and imports. That has tempted the international brewers, as has the weak American dollar. SABMiller and Molson Coors will combine their operations in the United States, forming a formidable rival to Anheuser.

InBev has been mindful of the political pitfalls that could befall a hostile bidder for an American icon like Anheuser. The company said that it would keep St. Louis as its North American headquarters and would try to keep the Anheuser name somewhere in the combined brewers’ new title. Yet on Monday, InBev said that it would begin to canvass Anheuser’s shareholders, seeking their support in ousting the company’s directors. It named an alternate board, including a dissident member of the controlling Busch family.

August A. Busch IV, Anheuser’s chief executive and a scion of the company’s longtime owners, has consistently said that InBev’s offer is too low. But he has felt pressure to enhance his company’s long-stagnant stock. To counter InBev’s claims that it could bolster Anheuser’s bottom line, Mr. Busch and his management team have said that they will cut the company’s work force by as much as 15 percent.

Anheuser has also sought to stymie InBev’s efforts to dislodge its board with its own lawsuit, filed on Tuesday. The company accused its suitor of lying about the firmness of its lending commitments, drawn from a group of eight international banks including JPMorgan Chase. It also argued that because of InBev’s current brewery operations in Cuba, the combined company would run afoul of American trading prohibitions against the island nation.

Cruelest summer for teen jobs since 1958

June employment for teenagers drops nearly 40% below 2007 levels as companies cut extra positions. Summer hiring for teens at lowest pace in 50 years.

By David Goldman, CNNMoney.com staff writer

July 10, 2008: 1:47 PM EDT

NEW YORK (CNNMoney.com) -- Teenagers are finding jobs much harder to come by this summer, as employers trim payrolls amid a slumping economy.

According to an analysis of U.S. Bureau of Labor Statistics data by global outplacement consultant Challenger, Gray & Christmas, teen employment grew by only 683,000 jobs in June, 38.7% below the 1.1 million new positions that teens were able to fill in June of last year.

"This tells you how sparse and thin the job market is right now," said Challenger, Gray & Christmas Chief Executive John Challenger. "Companies are cutting back to their core and cutting out their extras."

June is typically the peak month for teen hiring, yet this June marks the first since 2004 in which companies added fewer than one million new jobs for 16- to 19-year olds.

"Companies tend to hire teens to build their pipelines for the future and give kids a chance to get into the workplace," said Challenger. "But those jobs are the first ones that companies cut back when they need to pare down."

A rebound in July is unlikely, Challenger said, because July employment has fallen an average of 43% from June levels over the past 10 years.

If the average holds, total summer hiring in May, June, and July would be about 1.2 million, which would be the smallest gain in teen summer employment since 1958.

Teen employment also fell in the most recent recessions of 2001 and 1991, but the drop was not nearly as pronounced, noted Challenger.

"This is pretty drastic," Challenger said. "You don't see drops like this too often unless the economy is in a recession."

The struggling U.S. economy has put a stranglehold on companies looking to hire new employees. In just the first half of 2008, the economy lost 438,000 jobs.

"This is about the sluggishness in the economy, rather than a long term change that's part of companies discounting teens," said Challenger. "Our economy, from a labor standpoint, has taken a nosedive in the last 3 months."

The $5 trillion mess

Fannie Mae and Freddie Mac were created by Congress to help more Americans buy homes. Now their shaky condition threatens the entire housing market.

By Katie Benner, writer

Last Updated: July 11, 2008: 3:13 PM EDT

NEW YORK (Fortune) -- They own or guarantee $5 trillion worth of mortgages­ - nearly half of all the country's outstanding home loan debt-and they're crashing. Big time.

Fannie Mae and Freddie Mac are struggling with an investor loss of confidence so great that, while they're unlikely to go under, they could conceivably see their ability to function impaired. That would wreak yet more havoc on an already wrecked housing market- making loans tougher to come by and possibly pushing hundreds of billions of dollars in cost onto U.S. taxpayers.

How could the companies end up in such awful straits? Given the way they were created and run, a better question might be: how could they not?

The two companies are so-called government-sponsored enterprises, created by Congress in 1938 (Fannie) and 1970 (Freddie) to help more Americans buy houses.

Their mandate is to maintain a market for mortgages - buying loans from banks, repackaging them as bonds, and selling those securities to investors with a guarantee that they will be paid. This makes lending more tempting for banks because Fannie and Freddie take on risks like missed payments, defaults and swings in interest rates.

But the companies are also publicly traded, with the usual mandate of trying to maximize profits for shareholders.

That effort, of course, involves risk, but as quasi-government programs, they've long carried an implicit guarantee that the feds wouldn't let them fail.

Their hybrid nature created both the opportunity and the temptation for the enterprises to take on more risk and to make themselves ever larger, more important and thus more profitable players in the mortgage market.

Very special treatment

The market and ratings agencies have treated Fannie and Freddie as bulletproof, even though the actual business of dealing with interest sensitive loans is very risky. This is in large part because of the very special perks granted to the mortgage giants, but to no one else.

Each may borrow up to $2.25 billion direct from the Treasury. They are exempt from state and local income taxes and from Securities and Exchange Commission registration requirements and fees. And they can use the Federal Reserve as their bank.

One result of all this special treatment was AAA credit ratings. That means Fannie and Freddie could borrow at super-low rates, a benefit they used to purchase - and hold -high-yielding mortgage loans. The spread between the two provided an irresistible earnings stream and the companies just kept getting bigger.

The mortgages they hold on their books alone total about $1.4 trillion, said Mike Stathis, managing Principal of Apex Venture Advisors, a research and advisory firm.

In the meantime, the companies were allowed to operate in this manner, piling on risk after risk, with virtually no capital cushion (Wall Street speak for the rainy-day piggybank financial companies keep should one of their investments blow up.) As the company's loan portfolio loses value and the mortgage market continues to crumble, it's easy to see why this was a fatal misstep.

Some saw the crisis coming before this week. For example, Alan Greenspan famously warned in 2004 that Fannie and Freddie's rapid growth needed to be curbed because their expansion threatened the financial markets.

Still, the cocktail of high credit ratings, domination of the mortgage securities market, and preferential government treatment led to the sort of shenanigans that go hand in hand with excessive privilege.

Fannie overstated its earnings by $10.6 billion from 1998 through 2004, and its chief executive Franklin Raines lost his job. Freddie Mac had understated its profit by nearly $5 billion from 2000 through 2002. Both companies missed earnings filings while their overhauled their books.

"If Fannie and Freddie had been created in the private sector, they wouldn't look like this," says Christopher Whalen, head of research firm Institutional Risk Analytics. "They have a public sector mission to expand housing and run what is essentially an insurance company. But they also have a conduit to securitize and sell loans, which is what broker-dealers like Lehman do; and they have an interest arbitrage piece (making money on the spread between interest rates) that looks like a hedge fund."

Robert Rodriguez, the founder of First Pacific Advisors, hasn't bought Fannie for Freddie bonds for over two years. "With the recent issuance of their financials, we were still uncomfortable with their leverage," Rodriguez says. "We believed there was considerable balance sheet risk in both of these companies.

Now the dwindling pool of mortgages, higher foreclosure risk, and a shaky interest rate environment have the companies on the ropes; and investors are beginning to lose faith in Fannie and Freddie.

Both firms told Fortune that they have enough capital to weather the storm and continue to support the nation's housing market.

And yet, Fannie has fallen 32% this week and 65% since the beginning of the year. Freddie plunged 47% so far this week and is down 75% since January.

Investors have lost faith that the companies can operate in their current incarnation without running into major problems.

If investors abandon these companies, what do we learn from this odd Frankenstein of a business model?

"Nobody every believed that Fannie and Freddie were truly private and they never should have been," says Whalen. "Now we will all have to pay for a company that has gone astray."

First Published: July 11, 2008: 10:22 AM EDT

(http://money.cnn.com)