After providing financial backing for QVC Network Inc.'s bid for Paramount Communications Inc., bankers were left to speculate Wednesday whether the deal was enhanced or undermined by the merger plans of Tele-Communications Inc. and Bell Atlantic Corp.
One thing was certain: Wednesday's stunning announcement of the planned $33 billion merger of the "baby Bell" and TCI turned the weeks-long Paramount takeover drama into a sideshow, and in the process, swept the banks off center stage.
Bell Atlantic plans to acquire TCI and TCI-controlled Liberty Media Corp. in a stock deal valued at about $23 billion. In addition, Bell would assume some $10.2 billion of TCI debt.
Refinancing Seen Likely
As of June 30, $4.3 billion of that debt was in the form of bank loans. Once the merger is completed, the loans likely would be refinanced - possibly in the public debt markets.
The all-stock deal between Bell Atlantic and TCI leaves no role for the banks to play in what would be the largest corporate takeover ever.
In contrast, banks have played a pivotal role in the takeover battle for Paramount.
The driving force behind QVC's bid for Paramount is John Malone, who is chief executive of TCI and chairman of Liberty Media. Liberty holds a major stake in QVC.
Yesterday, Mr. Malone said the merger agreement between TCI and Bell Atlantic wouldn't affect QVC's bid for Paramount.
At the same time, though, Mr. Malone was also reported to have said that the Paramount bid is "peripheral" to the TCI-Bell Atlantic merger.
Indeed, one QVC banker said yesterday that the Paramount bidding contest with Viacom Inc. could become a distraction for Bell Atlantic and TCI as they wrestle with the complex merger, lessening Mr. Malone's determination to win the bidding.
It's also felt, though, and Mr. Malone would not have started the fight for Paramount if he wasn't prepared to finish it.
Viacom chairman Sumner Redstone, meanwhile, still appears determined to prevail.
Viacom, which has challenged the QVC bid for Paramount on antitrust grounds, said yesterday's merger announcement raised new antitrust questions.
Mr. Malone told a press conference in New York yesterday that he doesn't expect any regulatory problems.
As reported, a group of six banks led by Chemical Bank have committed to provide $3 billion of financing to support QVC's bid for Paramount, currently valued at more than $9.5 billion in cash and stock.
If the QVC bid falls through, the lead banks would be left sharing a "drop dead" fee of several million dollars, said a member of the bank group.
Besides Chemical, the banks are Bank of Nova Scotia, Barclays Bank, Long-term Credit Bank of Japan, NationsBank, and Toronto-Dominion Bank.
A separate bank group led by Bank of New York, Citibank, and Morgan Guaranty Trust Co. earlier committed $1.5 billion to finance the cash portion of Viacom's bid for Paramount.
Prospective buyers and their banks Viacom ($1.5 billion) Bank of New York Citibank Morgan Guaranty Trust QVC Network ($3 billion) Chemical Bank Barclays Bank Bank of Nova Scotia Long-Term Credit Bank NationsBank Toronto-Dominion Bank