The business stories that matter, by Fortune's Colin Barr
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July 3, 2008, 10:40 am

Hedge funds scrap $6.1 billion Penn National buy

By Katie Benner

Mergers and acquisitions were once as simple as a Hollywood romance. But bad capital markets, the threat of recession, and the horrible morning-after realization that you’re paying too much have made it harder for deals to live happily ever after.

The latest in the list of unions-not-consummated: hedge funds Fortress Investment (FIG) and Centerbridge partners are scrapping their $6.1 billion agreement to take Penn National Gaming (PENN) private.

Even though Fortress chief executive Wesley Edens said in March that the buyout firms “are committed to funding that transaction,” they’ve changed their minds, likely in a fit of buyers’ remorse. According to a company statement, casino and racetrack operator Penn will receive $225 million to terminate the takeover. The hedge firms agreed a year ago to buy Penn for $67 a share and Penn is trading 57 percent below that purchase price. Penn says “a re-negotiated, reduced purchase price was not a viable option.”

In a little twist, the hedge funds have agreed to loan Penn $1.25 billion over seven years. Penn can either repay the loan in cash or stock. If Penn can’t repay the loan, the hedge funds in the end will still have a lot of control over the company.

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February 8, 2008, 11:00 am

Alliance Data offers Blackstone an olive branch

Maybe the Alliance Data (ADS)-Blackstone (BX) deal isn’t dead yet. Alliance Data said Friday it dropped a lawsuit it filed last month seeking to force Blackstone to complete a $6.8 billion purchase of the credit card transaction processor. Alliance Data said it dismissed the suit after reading Blackstone filings indicating the private equity firm remains committed to closing the deal.

Shares in the Dallas-based company lost more than a third of their value back on Jan. 28, when Blackstone said it couldn’t satisfy conditions being imposed by the Office of the Comptroller of the Currency. Shares have since recovered from that plunge but recently fetched just $55.10 apiece - some 32% below the $81.75-a-share buyout price the sides agreed to last spring.

Despite the snub and the plunge in its stock, Alliance Data is looking at the bright side. The company said Friday it has now “identified various potential solutions” to the regulatory hurdles Blackstone had cited in backing away from the acquisition. Skeptics wondered about the OCC excuse and whether Blackstone wasn’t just trying to avoid paying top-of-the-boom prices for Alliance Data in a market where leveraged buyout loans are finding few takers, but no matter. Alliance Data said Friday that it “looks forward to working together with Blackstone to effect an acceptable solution to these issues,” even as it cautioned that it can’t be sure “that an acceptable solution will be obtained or that the merger will be completed.” Let alone what price Blackstone might be willing to pay.

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Colin Barr covers business and finance for Fortune.com. Previously he was an editor at TheStreet.com and author of the weekly Five Dumbest Things on Wall Street column, and an editor at Dow Jones Newswires.
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