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Weekly Column: Inside the Deals: Look, Ma, No Debt

imageIf the recently salvaged Clear Channel (NYSE: CCU) buyout was the signature media deal of the 2006-2007 era, then the just-announced CBS (NYSE: CBS) acquisition of CNET (NSDQ: CNET) is the signature deal of 2008. And they couldn’t be more different.

Clear Channel was among the last big deals of the LBO boom—a mega deal, even at the reduced price of $17.9 billion. The buyers, Thomas H. Lee and Bain Capital, are two big players from the private equity industry that ruled the deal world until the credit markets freaked out last summer. Clear Channel, the radio and advertising giant, sold out at the top of a seller’s market. It had the luxury of playing two sets of private equity firms against one another. The huge price required the winners to take on so much debt that the banks tried to kill the deal.

The CBS-CNET deal is an entirely different breed, one that represents the new environment that is taking shape in a stricter credit environment. At $1.8 billion, it’s a sizable but altogether manageable transaction. CBS, a strategic buyer, is paying for CNET with cash from its $2.26 billion-strong balance sheet. There’s no debt or banks to muck up the works. The price is an earthy 4.5 times revenue. That’s modest compared to the 6.7 X revenue multiple that Microsoft (NSDQ: MSFT) offered for Yahoo (NSDQ: YHOO). And the seller was more than happy to take the price. CNET has been on the market since the memory of man. It has a big shareholder activist, hedge fund Jana Partners, putting pressure on management and the board. This was the only exit in sight, and CNET wisely took it. If the Yahoo board had been as realistic, it would have accepted Microsoft’s offer, and it wouldn’t have a Carl Icahn-led proxy fight on its hands. More after the jump…

CNET and Yahoo are both first-generation Internet companies that face slowing growth and contracting multiples. The difference is that CNET has accepted the new reality of lower valuations and returns for most players. CBS said it expects to generate an internal rate of return of about 13% on the CNET deal. That’s less than half of the IRR that private equity firms expected a year or two ago, when debt turbocharged their results. And it’s far lower than the returns of the late ‘90s, when a soaring stock market made a big IPO or M&A exit possible. Sellers like CNET understand that they can’t hold out for an astronomical price if the buyer is paying in cash and expecting a return in the teens.

The new environment has a lot of advantages. As the stalemate between buyers and sellers comes to an end, buyers and sellers are likely to come together and do some interesting things. CBS and CNET isn’t the only sign of the changing times. Comcast (NSDQ: CMCSA) bought social networking site Plaxo this week for an undisclosed sum. They will try to merge set-top boxes and social networking and see what happens. It wasn’t a huge sum. But for Plaxo, it was a lot better than sitting around for a few years, banging its head against Facebook and MySpace and waiting for a monster suitor from another era. Those days are over.

Inside The Deals is a weekly column about M&A in the media written by veteran business journalist Steve Rosenbush. Steve is based in New York, and previously was the finance writer for BusinessWeek.com, responsible for coverage of M&A. His interests include the evolving business of media. He can be reached at steve AT paidcontent.org.

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May 16, 2008 8:00 AM ET

Posted In: Money, M&A & Venture Capital, Mergers & Acquisitions, Companies, CBS, CNET, Comcast, clear channel, plaxo

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Comments (1)

May 17, 2008 8:01 PM

While I agree with Steve Rosenbush and Bob Dylan that the times they are a-changin’ - Yahoo differs from CNET in that Yahoo is the second place player in a sector poised for growth.
In addition to access to credit/capital, doesn’t growth potential affect the M&A;expectations?

Stephanie Stevens

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