Buh Bye Bear

Updated JPMorgan this evening announced that it will buy Bear Stearns for approximately $2 per share, or less than $250 million. For context, Bear Stearns shares opened trading at around $57 per share on Friday, and closed down at $30 per share.

It is unclear what, if anything, this sale will mean for Bear’s private equity activities (save for some rapid name changes). The firm has wholly-owned divisions focused on both fund placement and fund-of-funds investment. It also has a mid-market buyout affiliate (Bear Stearns Merchant Banking) and a venture capital affiliate (Constellation Ventures). Each of the direct investing affiliates was once a captive fund of Bear Stearns, but has since expanded to include outside limited partners. The current BSMB fund, for example, received only 18% of its $2.7 billion from Bear Stearns.

When contacted for comment a BSMB spokeswoman said: “It’s business as usual for BSMB and its portfolio companies.”

Here is the press release issued by JPMorgan:
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JPMorgan Chase & Co. (NYSE: JPM) announced it is acquiring The Bear Stearns Companies Inc. (NYSE: BSC).  The Boards of Directors of both companies have unanimously approved the transaction. 

The transaction will be a stock-for-stock exchange.  JPMorgan Chase will exchange 0.05473 shares of JPMorgan Chase common stock per one share of Bear Stearns stock.  Based on the closing price of March 15, 2008, the transaction would have a value of approximately $2 per share. 
       
Effective immediately, JPMorgan Chase is guaranteeing the trading obligations of Bear Stearns and its subsidiaries and is providing management oversight for its operations.  Other than shareholder approval, the closing is not subject to any material conditions.  The transaction is expected to have an expedited close by the end of the calendar second quarter 2008.  The Federal Reserve, the Office of the Comptroller of the Currency (OCC) and other federal agencies have given all necessary approvals. 

In addition to the financing the Federal Reserve ordinarily provides through its Discount Window, the Fed will provide special financing in connection with this transaction. The Fed has agreed to fund up to $30 billion of Bear Stearns’ less liquid assets. 

“JPMorgan Chase stands behind Bear Stearns,” said Jamie Dimon, Chairman and Chief Executive Officer of JPMorgan Chase. “Bear Stearns’ clients and counterparties should feel secure that JPMorgan is guaranteeing Bear Stearns’ counterparty risk. We welcome their clients, counterparties and employees to our firm, and we are glad to be their partner.”
 
Dimon added, “This transaction will provide good long-term value for JPMorgan Chase shareholders. This acquisition meets our key criteria:  we are taking reasonable risk, we have built in an appropriate margin for error, it strengthens our business, and we have a clear ability to execute.” 
       
“The past week has been an incredibly difficult time for Bear Stearns. This transaction represents the best outcome for all of our constituencies based upon the current circumstances,” said Alan Schwartz, President and Chief Executive officer of Bear Stearns. “I am incredibly proud of our employees and believe they will continue to add tremendous value to the new enterprise.”

The transaction is expected to be ultimately accretive to JPMorgan Chase’s annual earnings. 
       
“This transaction helps us fill out some of the gaps in our franchise with manageable overlap,” said Steve Black, co-CEO of JPMorgan Investment Bank. “We know the Bear Stearns leadership team well and look forward to working with them to bring our two companies together.” 

“Acquiring Bear Stearns enables us to obtain an attractive set of businesses,” said Bill Winters, co-CEO of JPMorgan Investment Bank. “After conducting due diligence, we’re comfortable with the quality of Bear Stearns’ business, and are pleased to have them as part of our firm.” 

“JPMorgan Chase’s management team has a strong track record of effective merger integration,” said Heidi Miller, CEO of JPMorgan Treasury & Securities Services business. “We will work closely in the coming weeks with Bear Stearns’ clients and management to execute the transaction quickly.” 

JPMorgan Chase will host a conference call today, Sunday, March 16, 2008, at 8:00 p.m. (Eastern Time) to review the acquisition of Bear Stearns. Investors can call (800) 214-0745 (domestic) / (719) 457-0700 (international), with the access code 614424, or listen via live audio webcast. The live audio webcast and presentation slides will be available on http://investor.shareholder.com/jpmorganchase/presentations.cfm under Investor Relations, Investor Presentations. A replay of the conference call will be available beginning at 11:00 p.m. (Eastern Time) on March 16, 2008, through midnight, Monday, March 31, 2008 (Eastern Time), at (888) 348-4629 (domestic) or (719) 884-8882 (international) with the access code 614424. The replay also will be available on www.jpmorganchase.com.