First Nationwide Bank plans to issue $525 million of high-yield bonds to back its $1.2 billion acquisition of Cal Fed Bancorp.
The junk bond issue, which is scheduled for mid-September, reflects financier Ronald O. Perelman's interest in maintaining control over First Nationwide as he prepares it for an eventual sale, analysts said.
While unusually large for a noninvestment-grade thrift, the deal is consistent with Mr. Perelman's strategy of buying distressed companies, reviving them, and putting them up for sale.
"This isn't a company interested in managing until the cows come home," said Allerton G. Smith, a bank bond analyst at Donaldson, Lufkin & Jenrette. "They'd look for an opportunity to sell if the price was right."
Added Joseph Jolson, a bank analyst at Montgomery Securities, "If you're going to sell the company to someone who is overcapitalized, you don't want to dilute yourself by issuing any more shares."
First Nationwide's strategy is in sharp contrast to that of Washington Mutual Inc., which is issuing new stock to finance its $1.2 billion purchase of American Savings Bank of Irvine, Calif. By going the junk bond route, Mr. Perelman will avoid having to answer to a larger shareholder base.
Analysts said junk bond investors are likely to weigh the potential for a sale in considering whether to buy the First Nationwide bonds. But a sale is several years away, Mr. Smith said.
"The thrift now has a critical mass in California," said one bank bond investor. "But I don't think that's a reason to buy the bonds. They still have a lot of work to do to polish up the company."
First Nationwide's pending acquisition of Cal Fed has created some momentum for the company, the investor added. The "fundamentals of this company are very strong," he said.
First Nationwide Holdings, the B-rated holding company, is issuing the bonds, which Standard & Poor's rated B.
"The investor in these bonds knows that they are getting a high-risk security and will be looking for a commensurate return," said Michael DeStefano, a managing director at S&P.
Smith Barney will lead the junk bond deal, heading an underwriting group that includes NationsBank Corp. and Citicorp.
The San Francisco-based thrift, which Mr. Perelman bought in April 1994, also will use its own cash and cash from a Texas affiliate to finance the purchase of Cal Fed, Los Angeles.