Byline: DAVID MOIN and RICH WILNER
NEW YORK — After mulling over Federated Department Stores’ merger proposal for a week, R.H. Macy & Co.’s board of directors reportedly is still opposed to it and is expected to vote it down today.
Meanwhile, Macy bondholders, who have been backing Macy’s stand-alone plan, continue to be wooed by Federated.
In an eleventh hour bid to win support from Macy’s bondholders’ committee, Federated has “significantly” raised its $400 million payout to bondholders to somewhere between $450 million to $500 million, a source close to the negotiations said Thursday. Before the increased offer to bondholders, Federated valued its plan at $3.8 billion. Federated’s increase comes closer to Macy’s offer, which bondholders have valued at $525 million to $570 million. Macy’s has valued its total plan at $3.9 billion.
The source said the bondholders’ committee is interested but, as of Thursday, did not officially budge from favoring Macy’s stand-alone bid.
The Macy board is scheduled to meet today in the Herald Square flagship at 10 a.m. to vote on the merger proposal. Macy’s has said it wouldn’t consider Federated’s proposal until there was a consensus among creditors favoring it.
“The board is not in favor of a merger,” a source close to Macy’s said Thursday. “The majority is against it.”
“The parties are still talking and there is always the possibility that the situation will change, but at the moment Macy’s intends to move ahead with its own plan,” another source said.
Some Macy directors who might have favored a merger reportedly are not voting today due to potential conflicts of interest. Among the wallflowers, according to some sources, is Laurence Tisch, CBS chairman and a Macy bondholder, who is believed to be in favor of a Federated merger.
After a series of meetings over the last several weeks, Federated and Macy’s had appeared to be moving closer to agreeing on a merger. But the Macy board had a precondition: All creditor groups must also agree to it.
For weeks, Federated would not sweeten its proposal to bondholders and hoped to persuade Macy’s board to join its camp. Having failed at that, Federated reportedly switched its strategy back to the bondholders about a week ago.
However, in a flurry of phone calls on Thursday, the bargaining hit high gear.
“There are lot of moving parts here, and I wouldn’t suppose that the bondholders’ committee has made their final decision,” said the source close to the Federated/bondholders negotiations.
Federated has argued to bondholders, other creditors and the Macy board that Macy’s stock — which will make up the bulk of the payout to bondholders — would decrease in value by about one-third following Macy’s emergence from Chapter 11. Macy’s plan calls for exiting Chapter 11 next January.
“The real question is, what will the value of the Macy’s paper be when it starts trading?” Gilbert Harrison, chairman of Financo, an adviser to Federated, said. “How much in real value will the creditors get?”
As the intensity of negotiations rose, so did the prices of all three classes of Macy’s bonds. The senior class of 14.5 percent subordinated debentures due 1998 was trading at 62 on Thursday, up from 50 in early May.
The 14.5 percent subordinated debentures due 2001 were at 25 yesterday, up from 17 two months earlier. The zero coupon bonds maturing in 2006 were priced at 7 1/2 Thursday. They were at 4 two months ago.
If Macy’s board nixes the merger today, it makes Federated’s job tougher — but not impossible.
Allen I. Questrom, Federated’s chairman and chief executive, is determined to get Macy’s. Sources said Federated would still file a plan when and if Macy’s stand-alone plan gets rejected by creditors. Senior creditors have been backing Federated’s merger proposal.
If the Macy board votes down the merger today, there is still time for Federated and the bondholders to hammer out a deal. Macy’s is not expected to file its plan until late this month.