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You may think the subprime mortgage mess is huge. Well just around the corner a larger elephant is looming and its impact may be even more devastating than the current credit crisis.

While it sounded like good news when banks sold $30 billion of loans for leveraged buyouts last week -- $26.4 billion of that was for the First Data buyout. That sale came with a big price tag -- banks agreed to sell the debt at 96 cents on the dollar, which means they locked in losses after their fees.

And then there was the problem of what to do with the other 90% of LBO loans in the pipeline.

The Wall Street Journal (subscription required) reported today that Citigroup Inc. (NYSE: C), Credit Suisse Group and J.P. Morgan Chase & Co. (NYSE: JPM) hold $400 billion in debt they promised for financing purchases private equity firms have in the works globally. If they can't sell the debt, they're left holding the bag, which means a lot less money for other loans. If the economy slows as expected and corporate profits weaken, the only way the banks will be able to unload the debt they're holding will be a fire sale on that debt at even deeper discounts then the First Data deal.

First Data, the first of the large PE deals seeking financing following the meltdown of the credit markets, placed $9.4 billion in loans yesterday. Supposedly, the amount of debt sold was nearly double the $5 billion banks targeted.

Also, Oaktree Capital Management, BlackRock and Eaton Vance are forming funds to buy up some of this debt. The 400 bps banks have had to add on to yields are beginning to pique investor's interest.

What should also begin to be seen is that the amount of debt that needs to be placed should start coming down. News reports cite as much as $330 to $370 billion in loans need to be placed. However, this number seemed to grow as the credit-market meltdown fears hit the markets. Prior to the panic hitting a crescendo, $200 billion in leveraged loans and some $75 to $100 billion of high yield bonds were the target that needed to be sold.

However, take away First Data and TXU Corporation (NYSE: TXU), the two large deals being financed, and add to that Harman International Industries Incorporated (NYSE: HAR) and Sallie Mae that look like they might not get financed, and this number drops rather quickly. Plus add all the smaller deals that are not household names that will not get done and next thing you know this problem is being resolved.

Once again, free markets are correcting the problem that they created.

On its prior conference call, The Blackstone Group LP (NYSE: BX) said it's planning to scoop up distressed buyout bonds. With its cash hoard, it seems like a good bet. Besides, there are signs that the debt markets are picking up, especially in light of the financing of the First Data deal.

According to news reports, some other firms now are seeing dollar signs from the same strategy. Take Onex, which is a top private equity firm in Canada.

But there's a hitch: Onex does not have the right staff to pull it off. Just like many other private equity firms, Onex focused on putting deals together. Onex said it is talking to a two-person group to help out. Hmmm....does seem kind of flimsy, huh?

Basically, this is yet another indication of why big firms, like KKR, TPG, and Blackstone, have big advantages. With their scale and resources, they certainly are nicely positioned when markets have sudden changes.

But, the distressed debt opportunity might be big enough for many firms. After all, as Onex's CEO, Gerald Schwartz, said: "there are opportunities that are just staggering."

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

KKR is known as a tough negotiator. After all, the firm walked from its $8 billion deal for Harman International (NYSE: HAR), which crushed the stock by 24% on Friday.

But, as for the First Data Corp. (NYSE: FDC) transaction, KKR is certainly jazzed. Despite talk that financing had dried up, it now looks like the debt offering is oversubscribed -- at least for a $5 billion tranche (this is according to a story in Bloomberg.com). Although, to generate more demand, there was a 4% discount on the notes.

But for the most part, it looks like things should pan out and based on the stock price of First Data, Wall Street also agrees.

Does this mean things will get easier for other deals? To some degree, I think the answer is yes. Liquidity is coming back into the system and fear is dissipating.

However, I think there will still be some carnage, especially for those deals that may not have the strong fundamentals of First Data or that were aggressively priced and structured.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

At mid-summer, it would have been hard to imagine any of the large private equity deals like First Data Corp. (NYSE: FDC) and Harman International (NYSE: HAR). Harman is hardly an unknown entity. It was started more than 50 years ago. It built the first car radio in 1948. The company has a large customer base that includes most of the major car companies.

In the fiscal year ending June 30, Harman's revenue rose 9% to $3.55 billion. Net income was up 23% to $314 million. Not bad. But, in the fourth quarter of the fiscal, operating income was down, as cost of sales and expenses both rose.

Yesterday. KKR and Goldman Sachs (NYSE: GS) said that they were pulling the plug on the $8 billion deal to take Harman private. The said that Harman had breached the "material adverse effect" clause of the buyout agreement. In other words, Harman's business had gotten much worse.

Maybe. What the court will ask, and this is almost certainly going to court, is whether Harman's financial situation took a significant turn for the worse. Or, did they buyers simply believe that the credit markets had turned against them by making capital unusually expensive. Better to face,and perhaps lose a lawsuit than to default on billions of dollars worth of bonds.

That the credit market climate has changed from a quarter ago is not news. That the new environment is imposing changes on even the most-preferred deals is, perhaps.

There's word that Kohlberg Kravis Roberts & Co. will most likely make concessions to banks in order to facilitate the $24 billion in debt needed to purchase First Data Corp (NYSE: FDC). FDC traded up 17 cents to $33.46 Tuesday at mid-day. KKR is buying credit card processor First Data for $34 per share. KKR's bid to take FDC private for that price is considered high because the bid is 14 times FDC's cash flow.

According to people familiar with the deal negotiations, KKR agreed to maintain a certain level of earnings before interest payments, depreciation, tax and amortization in relation to senior debt, The Wall Street Journal reported (subscription required).

MAJOR PAPERS:

• Barron's Online's (subscription required) "Weekday Trader Extra" reported that Wall Street is eyeing the negotiations of the First Data Corp (NYSE: FDC) buyout, as there has been talk that Kravis Roberts might be willing to make some concessions to a bank group arranging financing for the purchase.
• The Wall Street Journal (subscription required) reported that General Motors Corp (NYSE: GM) has sent the UAW two proposals as their negotiations are nearing the deadline.
• With near record high oil prices, there are signs that OPEC may increase crude output 2%, or 500,000 barrels a day, as a gesture to comfort oil markets, according to the Wall Street Journal.

OTHER PAPERS:

• The Associated Press reported that EPR, a leftist guerrilla group, said they caused a number of explosions yesterday aimed at about six Mexican oil and gas pipelines, resulting in millions of dollars in lost production and unsettling financial markets.
• Countrywide Financial Corporation (NYSE: CFC) is reportedly working with Goldman Sachs Group (NYSE: GS) and a law firm to put together another multi-billion dollar bailout plan for Countrywide, the nation's largest home lender, reported the New York Post.
• Sir Martin Sorrell believes that WPP Group (NASDAQ: WPPGY), the company he has built and is currently the CEO of, is likely to appoint his successor from within the company, reported the Telegraph.

The Wall Street Journal [subscription required] reports that Kohlberg, Kravis and Roberts (KKR) is negotiating with banks to lend it $24 billion for its $26.4 billion deal to buy payment processor, First Data Corp. (NYSE: FDC). What's at stake here is whether last month's pause in the private equity fueled takeover market is temporarily on hold or dead for a decade.

There is a $400 billion backlog of such debt deals in the pipeline. Prior to the August pause, banks had no trouble selling the debt to hedge funds and others. But the terms -- or covenants -- of that debt were so loose that the banks were creating loans that demanded very little in the way of performance.

These so-called covenant-lite loans may soon become a thing of the past. If the Journal's reporting is correct, KKR may agree to a covenant requiring it to maintain a minimum level of earnings before interest taxes depreciation and amortization (EBITDA). Such terms used to be common in debt offerings, but the fact that there is even any debate about it, indicates how much covenant-lite debt risk is currently out in the market for which debt buyers have no protection at all.

MAJOR PAPERS:

• In an effort to stem the flow of weaponry into Iraq, the Pentagon is planning to build its first base near the Iraq-Iran border, reported the Wall Street Journal (subscription required).
• Kohlberg Kravis Roberts & Co. is expected to make concessions with the investment banks putting together $24B in debt for its purchase of First Data Corporation (NYSE: FDC), something it had previously been unwilling to do, reported the Wall Street Journal.
• The Bush administration wants to limit the role of Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE) in the home mortgage crisis, but a number of Democrats, led by New York Senator Schumer, want to increase the authority of both firms by loosening growth constraints, and increase the size of mortgages they can buy in high cost areas, reported the Wall Street Journal.
• While the Nasdaq Stock Market Inc (NASDAQ: NDAQ) said it extended the deadline earlier this week, the "self-imposed deadline" for an LSE bid passed without a single firm bid, reported the Financial Times (subscription required).

OTHER PAPERS:

• The U.K. Times reported that Russian state-controlled energy company Gazprom (OTC: GZPFY) considered making a rival $5B offer for business news company Dow Jones and Company Inc (NYSE: DJ), according to a source.
• The New York Times reported that after three separate recalls of Mattel Inc (NYSE: MAT) toys, Disney (NYSE: DIS) said it would begin testing toys featuring Disney characters, including ones already on store shelves.

Before the bell: Stock to open mixed

Europe's largest computer consultancy, Capgemini, announced today it would partner with Google Inc (NASDAQ: GOOG) to help market Google Apps software package, a suite similar to Microsoft (NASDAQ: MSFT) Office suite but online. So far Google hadn't manage to diversify its income much beyond its core businesses of internet searches and advertising. Perhaps this could help. This could be a blow to Microsoft should Google manage to push its Google Apps enough.

Yahoo Inc (NASDAQ: YHOO), which recently had a management change and launched a strategic review, may not overhaul its business, according to the Wall Street Journal. Nearing his 100-day deadline, when new chief Yang is supposed to deliver a new strategic plan for the company, it seems now that no big strategic announcements are planned at the end of that period. Talks of outsourcing search-advertising activity have cooled and no significant layoffs are expected.

While AMD prepared to unveil its new chip today, Intel Corp. rival (NASDAQ: INTC) said Saturday that construction work is underway at its $2.5 billion chip manufacturing plant in China.

Private equity firm Kohlberg Kravis Roberts appears now willing to concede to certain condition on bank debt it needs to close $24 billion in financing to buy payment processing firm First Data (NYSE: FDC).

Utility Belt is examining not only Apple Inc.'s (NADSAQ: AAPL) new iPods, but also Hewlet-Packard's (NYSE: HPQ) new iPAQ phone, a RIM (NADSAQ: RIMM) BlackBerry competitor and the Blackbird, a luxury PC.

L'Oreal has launched legal action against eBay (NASDAQ: EBAY). Once again, another company sues the online auctioneer for not doing enough to combat the sale of counterfeits. Last year Louis Vuitton and Tiffany's (NYSE: TIF) launched similar suits. On its part, eBay says it acts once notified by firms of counterfeits.

The 18% haircut on Home Depot's (NYSE: HD) sale of its supply unit was not much of a surprise. Real estate continues to ail and the credit crunch added to the pressures. But the big test for private equity is the upcoming $29 billion buyout of First Data Corp (NYSE: FDC).

Well, Barron's [a paid publication] has an excellent analysis on the deal, which will require a whopping $24 billion in debt financing and is expected to close at the end of the month.

So, will there be pushback from the lenders -- which include Citigroup (NYSE: C), Credit Suisse (NYSE: CS), Lehman Brothers (NYSE: LEH) and Merrill Lynch (NYSE: MER)?

Keep in mind that First Data already has a sizable debt load. The pricing on the new debt could sustain a material discount. If so, the lenders may need to take a write off or sell loans at a loss.

For example, First Data's interest payments may eat up most of its free cash flows. And, if the growth slows down, there could be negative cash flows.

In a restrained credit environment, this is not what lenders want to hear. In other words, I think we could see some fighting from the lenders to try to get a lower price on this deal.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements.

According to The Wall Street Journal, another battle is beginning between private equity and the banks that loan money for big buyouts. KKR and its lenders are heatedly debating the terms of the purchase of First Data (NYSE: FDC). As the paper writes (subscription required): "They (KKR) are standing by their commitment to a public company on a certain price, which was based on the commitments from Wall Street on financing terms."

The First Data deal is worth $24 billion. Banks do not want to take a bath if they have to hold some of the debt on their own balance sheets. A default would force them to write down the loans.

The press views that growing unpleasantness between private equity firms and their banks as a sign that greed pushed the parties to do deals that would not all work. The premiums paid for many public companies were simply too high.

But, the problem is a bit more complex than that. Why the banks let private equity put so little money into most deals will also be a source of wonder. While the banks did get fees for their work, the lion's share of the upside belongs to firms like KKR. And, the imbalance is beginning to show as credit markets for these transactions disappear.

Douglas A. McIntyre is a partner at 24/7 Wall St.

There's been lots of buzz that the upcoming Kolberg Kravis Roberts & Co. (KKR) IPO is dead. In fact, a recent report from the Times of London indicated that the offering has been postponed.

Well, maybe not. That is, KKR has indicated that the rumor is not true.

I have to admire the optimism of KKR (hey, it's probably been a key the firm's success).

No doubt, it's been crummy for private equity. There's a credit crunch. And, of course, the stock prices of The Blackstone Group L.P. (NYSE: BX) and The Fortress Investment Group (NYSE: FIG) have been miserable. It even looks like Carlyle is going to forgo an IPO for 2007.

But, private equity is about the long-term. And, it's in bad markets where the opportunities seem to pop up (especially for those firms that are well capitalized).

What's more, a key test will be KKR's upcoming financing of the mega buyout of First Data Corporation (NYSE: FDC). If the deal can get done, there may be some hope for the KKR offering.

Also, if you want to check out other IPOs planning to hit the markets, click here.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Whenever I hear some market pundit who sounds like they've got all of the answers behind the current crisis in the world's financial markets, the classic Frank Zappa line "Look here brother, who you jivin' with your cozmic debris" echos in my head. Zappa's point that people should avoid simple answers to complicated questions is especially relevant today.

The world's major central banks today added more than $137 billion into the banking system, keeping today's loss in the Dow Jones Industrial Average to 31.14 points following a turbulent trading session. This seems like a temporary, albeit expensive, Band-Aid on a very large wound. The bad news is far from over.

For example, Goldman Sachs Group Inc.'s (NYSE: GS) Alpha Fund may be the next hedge fund to implode. So far this year, it has dropped 26%, according to Bloomberg News. The Wall Street Journal (subscription required) points out that many hedge funds will see increased redemptions during August. Bloomberg also reported that many of the big buyout deals that have been announced over the past few months including TXU Corp. (NYSE: TXU) and First Data Corp. (NYSE: FDC) will have to be renegotiated.

Are there bargains to be had? Of course, markets act on irrational fear and irrational exuberance. But be careful, sometimes stocks are cheap for very good reason, such as exposure to subprime mortgage securities. It will pay to be selective in your bargain hunting.

Some investors also might want to consider shifting some of their assets into more conservative investments such as municipal bonds, utility stocks such as Exelon Corp. (NYSE: EXC) and defense companies such as Lockheed Martin Corp. (NYSE: LMT).

Don't overdo it, though. Over time, the market will right itself.

Meanwhile, people need to take a deep breath and exhale.

Apple Inc. (NASDAQ: AAPL) -- August volatility Elevated into EPS as AAPL at record High. AAPL is recently down $1.08 to $142.67. RBC Capital Markets says "Reports Q3 July 25, with focus on iPhone, but expects Mac momentum to drive results." Thomson First Call expects EPS of 72 cents. AAPL August option implied volatility of 58 is above its 26-week average of 37 according to Track Data, suggesting larger risk.

First Data Corp. (NYSE: FDC) -- volatility increases into KKR's $22 billion FDC debt offering. FDC, the world's largest processor of credit-card payments, announced on April 2 that it would be purchased by Kohlberg Kravis Roberts & Co. (KKR) for $29 billion. FDC shareholders will receive $34 in cash for each share. FDC named Michael Capellas as CEO of FDC on June 10. KKR is expected to raise $22 billion in late July to finance FDC buyout. FDC over all option implied volatility of 18 is above 14-week average of 14 according to Track Data, suggesting larger risk.

Option volume leaders today are: Alcoa Inc. (NYSE: AA) and Micron Technology Inc. (NYSE: MU) according to Track Data.

Daily Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.