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	<title>Comments on: On M&amp;A math&#8230;</title>
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	<link>http://www.footnoted.org/urge-to-merge/on-ma-math/</link>
	<description>Michelle Leder&#039;s guide to what&#039;s hiding in SEC filings</description>
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		<title>By: Jason</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8784</link>
		<dc:creator>Jason</dc:creator>
		<pubDate>Wed, 17 Jun 2009 00:35:12 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8784</guid>
		<description>Ummm, Walt, Merrill&#039;s job was not to &quot;sell the deal&quot;, it was to advise the buyer. How did they do a first rate job if their client so obviously overpaid (I suppose it is possible that Talbot&#039;s just mismanaged the company into oblivion, but it seems obvious there was at least somewhat of an overpayment.</description>
		<content:encoded><![CDATA[<p>Ummm, Walt, Merrill&#8217;s job was not to &#8220;sell the deal&#8221;, it was to advise the buyer. How did they do a first rate job if their client so obviously overpaid (I suppose it is possible that Talbot&#8217;s just mismanaged the company into oblivion, but it seems obvious there was at least somewhat of an overpayment.</p>
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		<title>By: Joe Stafura</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8743</link>
		<dc:creator>Joe Stafura</dc:creator>
		<pubDate>Thu, 11 Jun 2009 18:27:05 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8743</guid>
		<description>Everyone is a good deal maker is retrospect, and all of the &quot;facts&quot; that are used to make the case of why it was a stupid deal were known and maybe even considered positive through the lens of 3 years ago. 

Some things are unpredictable and the ability to integrate two large organizations is pressed tightly against the complexity ceiling of management skills, dooming very deal like this to the world of probability and a fixed failure rate.

The failures are always similar, usually the inability to derive the oft mention and infamous &quot;synergy&quot; between the organizations. From my view as a long time COO or Operations Manager it stems from the lack of a well understood business plan, although these aren&#039;t popular among the business school crowd at the moment.</description>
		<content:encoded><![CDATA[<p>Everyone is a good deal maker is retrospect, and all of the &#8220;facts&#8221; that are used to make the case of why it was a stupid deal were known and maybe even considered positive through the lens of 3 years ago. </p>
<p>Some things are unpredictable and the ability to integrate two large organizations is pressed tightly against the complexity ceiling of management skills, dooming very deal like this to the world of probability and a fixed failure rate.</p>
<p>The failures are always similar, usually the inability to derive the oft mention and infamous &#8220;synergy&#8221; between the organizations. From my view as a long time COO or Operations Manager it stems from the lack of a well understood business plan, although these aren&#8217;t popular among the business school crowd at the moment.</p>
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		<title>By: Michelle Leder</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8736</link>
		<dc:creator>Michelle Leder</dc:creator>
		<pubDate>Wed, 10 Jun 2009 23:26:43 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8736</guid>
		<description>@Winstongator: Nice choice! Teddy K. is the guy I think about as I read many of these filings, especially the ones involving press releases. He&#039;s the one nodding in approval at whatever crap is being pedaled!</description>
		<content:encoded><![CDATA[<p>@Winstongator: Nice choice! Teddy K. is the guy I think about as I read many of these filings, especially the ones involving press releases. He&#8217;s the one nodding in approval at whatever crap is being pedaled!</p>
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		<title>By: Jeff L</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8734</link>
		<dc:creator>Jeff L</dc:creator>
		<pubDate>Wed, 10 Jun 2009 22:13:21 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8734</guid>
		<description>I wonders if TLB had the same PR person for both of the press releases.

Acquiring J Jill: &quot;proven expertise in managing a complex multi-channel operation&quot;
Translation: &quot;Yeah, we got this.&quot;


Selling J Jill: &quot;[selling J Jill] enables us to focus our time, resources and attention  
                     exclusively on rejuvenating our core Talbots brand and return to profitable 
                     growth.”
Translation: &quot;J Jill....ewww&quot; 

@ winstongator: Synergies = Teddy K. He liked that kid who did something with cellphones.</description>
		<content:encoded><![CDATA[<p>I wonders if TLB had the same PR person for both of the press releases.</p>
<p>Acquiring J Jill: &#8220;proven expertise in managing a complex multi-channel operation&#8221;<br />
Translation: &#8220;Yeah, we got this.&#8221;</p>
<p>Selling J Jill: &#8220;[selling J Jill] enables us to focus our time, resources and attention<br />
                     exclusively on rejuvenating our core Talbots brand and return to profitable<br />
                     growth.”<br />
Translation: &#8220;J Jill&#8230;.ewww&#8221; </p>
<p>@ winstongator: Synergies = Teddy K. He liked that kid who did something with cellphones.</p>
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		<title>By: winstongator</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8731</link>
		<dc:creator>winstongator</dc:creator>
		<pubDate>Wed, 10 Jun 2009 15:58:10 +0000</pubDate>
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		<description>JJill had $450M in revenue and was priced at $517M, TLB had $1.8B in sales and a mkt cap of ~$1.5B - both in the mkt-cap/revenue ratio of 1 region.  If TLB were to say that JJill were overvalued, they would be tacitly acknowledging that they were overvalued too.  I know it&#039;s not profit, but it&#039;s at least a rough measure.

Whenever I hear synergy I think of&lt;a&gt; Teddy K&lt;/a&gt;.</description>
		<content:encoded><![CDATA[<p>JJill had $450M in revenue and was priced at $517M, TLB had $1.8B in sales and a mkt cap of ~$1.5B &#8211; both in the mkt-cap/revenue ratio of 1 region.  If TLB were to say that JJill were overvalued, they would be tacitly acknowledging that they were overvalued too.  I know it&#8217;s not profit, but it&#8217;s at least a rough measure.</p>
<p>Whenever I hear synergy I think of<a> Teddy K</a>.</p>
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		<title>By: Michelle Leder</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8729</link>
		<dc:creator>Michelle Leder</dc:creator>
		<pubDate>Wed, 10 Jun 2009 00:46:56 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8729</guid>
		<description>@ Walt French: OK -- maybe fiduciary responsibility is a bit much to ask. But perhaps if Merrill&#039;s fee wasn&#039;t based on the size of the deal, they might have had more incentive to push for a lower price. While hindsight is always 20-20, it&#039;s hard to argue that Talbot&#039;s got a good price for J. Jill, given the sharp deterioration.</description>
		<content:encoded><![CDATA[<p>@ Walt French: OK &#8212; maybe fiduciary responsibility is a bit much to ask. But perhaps if Merrill&#8217;s fee wasn&#8217;t based on the size of the deal, they might have had more incentive to push for a lower price. While hindsight is always 20-20, it&#8217;s hard to argue that Talbot&#8217;s got a good price for J. Jill, given the sharp deterioration.</p>
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		<title>By: Walt French</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8728</link>
		<dc:creator>Walt French</dc:creator>
		<pubDate>Tue, 09 Jun 2009 23:49:13 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8728</guid>
		<description>Meh, why blame Merrill? Their job was to SELL THE DEAL and from the facts above, they did a first rate job.

You want fiduciary concern, or (gasp!) responsibility? Don&#039;t look to an M&amp;A broker. For that matter, ANY broker: their job is to maximize THEIR firm&#039;s profits without doing anything blatantly deceptive that might queer other deals downstream.

What about the role of the Board of Directors, who take not fat, but nice fees to advance the interest of the shareholders? Aren&#039;t they the ones who got the firm in over its head?</description>
		<content:encoded><![CDATA[<p>Meh, why blame Merrill? Their job was to SELL THE DEAL and from the facts above, they did a first rate job.</p>
<p>You want fiduciary concern, or (gasp!) responsibility? Don&#8217;t look to an M&amp;A broker. For that matter, ANY broker: their job is to maximize THEIR firm&#8217;s profits without doing anything blatantly deceptive that might queer other deals downstream.</p>
<p>What about the role of the Board of Directors, who take not fat, but nice fees to advance the interest of the shareholders? Aren&#8217;t they the ones who got the firm in over its head?</p>
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		<title>By: zerobeta</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8724</link>
		<dc:creator>zerobeta</dc:creator>
		<pubDate>Tue, 09 Jun 2009 19:20:09 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8724</guid>
		<description>When you hear the word &quot;synergy&quot; you run, and run fast. 

Good post.</description>
		<content:encoded><![CDATA[<p>When you hear the word &#8220;synergy&#8221; you run, and run fast. </p>
<p>Good post.</p>
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		<title>By: Michelle Leder</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8722</link>
		<dc:creator>Michelle Leder</dc:creator>
		<pubDate>Tue, 09 Jun 2009 16:12:28 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8722</guid>
		<description>Good point, Doug. Is there a link to that Lazard report available?
The other thing I didn&#039;t factor in was all the retention/severance agreements that Talbots signed, which were disclosed in the 10-K filed in April. For example, Paula Bennett got a $1.2 million retention payment.</description>
		<content:encoded><![CDATA[<p>Good point, Doug. Is there a link to that Lazard report available?<br />
The other thing I didn&#8217;t factor in was all the retention/severance agreements that Talbots signed, which were disclosed in the 10-K filed in April. For example, Paula Bennett got a $1.2 million retention payment.</p>
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		<title>By: Doug Cornelius</title>
		<link>http://www.footnoted.org/urge-to-merge/on-ma-math/comment-page-1/#comment-8721</link>
		<dc:creator>Doug Cornelius</dc:creator>
		<pubDate>Tue, 09 Jun 2009 16:04:42 +0000</pubDate>
		<guid isPermaLink="false">http://www.footnoted.org/?p=3816#comment-8721</guid>
		<description>I don&#039;t think you should be quick with your math. The loss could be greater than $440 million. 

Todd Slater of Lazard Capital Markets wrote in a report that J. Jill posted an operating loss of $76 million in 2008. Since that is in excess of the purchase price, that would make J. Jill a total loss for Talbot&#039;s. Half of a billion dollars down the drain.</description>
		<content:encoded><![CDATA[<p>I don&#8217;t think you should be quick with your math. The loss could be greater than $440 million. </p>
<p>Todd Slater of Lazard Capital Markets wrote in a report that J. Jill posted an operating loss of $76 million in 2008. Since that is in excess of the purchase price, that would make J. Jill a total loss for Talbot&#8217;s. Half of a billion dollars down the drain.</p>
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