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Tom Taulli
California - http://taulli.com

Tom Taulli is the author of various books on finance, including The Complete M&A Handbook (Random House) and Investing in IPO's (Bloomberg Press). In addition to his writing, Mr. Taulli has appeared on high-profile television venues such as CNN, CNBC and Bloomberg TV, and has been quoted in the various print media sources such as the Wall Street Journal, USA Today and LA Times.

Over the past couple weeks, I've attended several conferences, such as Warrillow and Digital Hollywood. Of course, a big topic is New Media – and how it will somehow kill Old Media.

But, it seems that Old Media is still alive and well. In fact, this week we've seen some key media deals; that is, CBS' (NYSE: CBS) $1.8 billion deal for CNET Networks (NASDAQ: CNET) and Comcast's (NASDAQ: CMCSA) $175 million purchase of Plaxo.

Funny enough, yesterday I had breakfast with a big-wig from Comcast (from the ecommerce division). While he said that his revenue line was still modest – compared to the rest of the organization – it was still growing at a rapid clip.

He was also a big fan of email marketing and mentioned that experimentation was critical (and, with Plaxo, I think he'll need a lot of creativity to make the deal work). Yet, he also extolled the virtues of synergy ... between Old and New Media.

If anything, I think Old Media can bring some discipline to web properties. For example, CNET is a bloated organization and could use some aggressive cost cuts.

Oh, and Old Media still has a ton of money to throw around. So I suspect we'll see lots more dealmaking.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

By saying "no" to Microsoft (Nasdaq: MSFT)'s buyout bid, Yahoo! (NASDAQ: YHOO) thought there would be no more distractions.

Maybe not.

Yahoo! now has a new pesky shareholder -- Carl Icahn, the shareholder activist -- who according to CNBC has accumulated a 50 million share stake in Yahoo. And it looks like Icahn is putting together a proxy fight.

Icahn loves to battle senior managers and boards. He has been doing this for decades, and seems to get better and better (and the deals get bigger and bigger).

He has a huge war chest (his personal fortune). He also has his own hedge fund, and more importantly, he has lots of credibility with the Street.

Icahn won't take any excuses from Yahoo!'s CEO, Jerry Yang. If anything, he's going to make Yang's life miserable, so as to pad his pockets.

In other words, just when it seemed things couldn't get more interesting, the Yahoo! saga has been elevated to a new level... of excitement.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

For the past year, Hewlett-Packard (NYSE: HPQ) posted revenues of $107 billion. So, to grow just 5%, the company will need to essentially create another Fortune 500 company.

That's something HP's CEO, Mark Hurd, definitely has mentioned on various occasions. Basically, how can a behemoth continue to grow?

Perhaps a smart strategy is to make big acquisitions?

Well, today HP has announced a hefty $13.9 billion buyout deal for EDS (NYSE: EDS), an information technology (IT) consulting operator. Over the past year, EDS posted about $22 billion in revenues.

But Hurd is not just concerned about the top-line. If anything, he's highly disciplined with generating profits. In fact, since he has come on board HP (back in 2005), Hurd has been masterful in finding efficiencies – while still pushing revenue growth.

While the history of transformative M&A is filled with failures, with the HP-Compaq combination a prime example of what can go wrong, the strategic rationale for the EDS deal makes sense. In today's global environment, customers want strong technologies but also sophisticated services. Actually, companies are increasingly outsourcing services to players like EDS.

Moreover, with much more heft, HP and EDS will become a formidable alternative to IBM (NYSE: IBM), which has proven the technology/services model.

Finally, I'm sure that Hurd will take out his cost-cutting knife. It's something that hasn't been emphasized but I'm sure it will be a big part of the deal.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

With more than 5,800 locations in 34 countries, Baskin-Robbins is a powerhouse in the retail industry (the company is now part of Dunkin' Brands). But like many great businesses, the early days were fairly humble.

Last week, the co-founder of Baskin-Robbins -- Irvine (Irv) Robbins – passed away. He was 90-years old.

To Robbins, business was about some simple principles; one of his mottos was: "We sell fun, not just ice cream."

In 1945, Robbins set up an ice cream store, starting with 21 flavors. It certainly was good timing. After a World War and a massive economic depression, the US economy was poised for economic growth. And there would be a new mega-trend: suburbia.

By 1953, the store renamed itself to Baskin-Robbins, and yes, there were 31 flavors (one for each day of the month). Yet, Robbins wanted to supercharge growth. As a result, he helped to pioneer the concept of franchising.

Then, by the late 1960s, Baskin-Robbins sold out to United Fruit for $12 million.

However, I think it was Robbins' fun that was a big factor in the company's success. Some of the neat flavors included Baseball Nut (when the Dodgers came to LA in 1958) and Lunar Cheesecake (when we landed on the Moon in 1969).

True, there were some bad ideas – like Ketchup flavored ice cream (sounds awful, huh?) -- but when having fun, there's a pretty good chance you'll ultimately stumble on some innovative ideas.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Several years ago, Oracle (NASDAQ: ORCL)'s CEO, Larry Ellison, said there were too many software companies, and that as a result, there would be a trend towards consolidation.

However, with the credit crunch – and the slowing economy – things have gone off track somewhat. But now we may see more dealmaking.

Take a look at NetManage (NASDAQ: NETM). The company has been "in play" for a while. Last year, Rocket Software tried to buy the company for $69 million, but the deal fell-through because of difficulties with obtaining financing.

Well, NetManage was able to find a new suitor, Micro Focus International, and both parties recently agreed to a $73.3 million buyout deal.

NetManage has a strong set of technologies that deal with integration and web services. The company has also been revamping its platform. In Q4, the company posted a 27% increase in revenues to $10.9 million and net income came to $1.7 million, or $0.17 per share.

Micro Focus, though, is probably more interested in NetManage's customer base, which is about 10,000 or so. The company cranks out about $22 million in maintenance fees, which are fairly reliable and high margin.

And despite the recent improvement with NetManage, the company still faces tough competition. So, selling out -- especially at its 70%+ premium -- makes a lot of sense.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

With the slowing economy, there's much fear that businesses will cut back on marketing dollars. Well, so far, this doesn't seem to be a problem for Constant Contact (NASDAQ: CTCT), which provides email marketing services to small businesses.

According to the company's Q1 report, revenues shot up 87% to $18.2 million and GAAP net income came to $338,000. The total customer base now stands at 185,948, up 78% over the past year. In fact, the monthly customer retention is about 97.8%. In other words, customers seem to be happy with the web service.

To capitalize on things, Constant Contact is now expanding its offerings as the company is getting traction from its survey product. There is also a new tool to integrate with Intuit (NASDAQ: INTU)'s QuickBooks.

While vigilant and cautious, Constant Contact doesn't see any problems from the macroeconomic environment. Actually, the company boosted its full-year 2008 revenue guidance to $82.5-$84.5 million from $81-$83.5 million. The adjusted EBITDA is expected to range from $3.2-$3.6 million.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Just a few weeks ago, it looked like the $19.4 billion buyout of Clear Channel Communications (NYSE: CCU) was dead. But in the deal market, things can change quickly.

Just today, the New York Supreme Court said there will be a stay on the litigation on the deal. According to CNBC, it looks like the parties are engaged in heavy settlement talk.

No doubt, a trial could be problematic for the banks that are on the hook for $22 billion in debt financing. These banks include: Citigroup (NYSE: C), Credit Suisse (NYSE: CS), Morgan Stanley (NYSE: MS), Royal Bank of Scotland, Deutsche Bank AG and Wachovia (NYSE: WB).

Now, they may be willing to fund the deal.

Why? Well, it looks like the debt markets are improving and the major banks have worked hard to boost their balance sheets.

In other words, the US credit crunch may be thawing. If so, we may see some more dealmaking – which would be a relief for Wall Street banks eager to get some juicy fees.

So far in today's trading, Clear Channel's shares are up 9.5%.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

With the super-growth in emerging economies – especially in India and China – there is likely going to be a secular trend for infrastructure. In fact, this should be the case in mature economies as well, even the US, as the infrastructure is getting fairly old and needs to be replaced.

To deal with the growing infrastructure needs, there will also be a need for substantial amounts of capital. To this end, Morgan Stanley (NYSE: MS) announced it has formed an infrastructure fund, raising $4 billion for the fund.

Meanwhile, General Electric (NYSE: GE) has teamed up with Credit Suisse (NYSE: CS) to create its own fund – with $5.6 billion.

Basically, these funds will focus on things like toll roads, ports, water systems, airports, parking lots and other income-generating platforms. While the upfront costs can be tough, the long-term cash flow characteristics look bright. Perhaps that's why – despite the credit crunch – these funds had little trouble getting started.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

So-called "trader talk" can be pretty rough. After all, Wall Street can be stressful (especially lately).

But, when you are the CEO of a major financial services company, you are expected to keep your language PG.

Well, Steve Schwarzman -- who is the CEO of The Blackstone Group, L.P. (NYSE: BX) -- perhaps didn't get the memo. Actually, maybe he thinks he still runs a private firm.

In a recent investor conference, Schwarzman was quite colorful in describing it's aborted $1.7 billion buyout of PHH Corp. (which got ensnared in the subprime mess).

Internet Brands, Inc. (Nasdaq: INET) is essentially a holding company for a myriad of diverse websites. Some of the categories include travel, autos, and finance. Although, there are some commonalities: consumer focus, community, high engagement and compelling content.

The company went public last year and, for the most part, the stock performance has been lackluster.

However, with the report of its Q1 results, investors pushed the stock up 7% to $6.75 in yesterday's trading. Revenues increased 30% to $24.9 million and net income was $3 million or $0.07 per share. Moreover, adjusted EBITDA came to $7.9 million, up 35% over the past year.

While ecommerce revenues were light – primarily because of the slowing economy – there was still much strength from advertisers. Besides, Internet Brands has been quite active with M&A. Since the start of April, the company has purchased MySummerCamps.com and CreditorWeb.com.

As a result, the web properties of Internet Brands continue to rack up lots of traffic. For March, the total monthly unique visitors spiked 68% to 34 million and page views surged 89% to 458 million.

On the conference call, Internet Brands indicated that the M&A pipeline looks strong. In fact, with the soft environment, sellers may be more motivated to do deals. And, with $76.9 million in the bank, Internet Brands still has some firepower for transactions.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

For the past year, Circuit City (NYSE: CC) has done a nice job short-circuiting its shareholders. But lately, there has been hope.

In fact, today the company essentially said it's "in play" for a sale. That is, it will allow Blockbuster (NYSE: BBI) – which has expressed buyout interest – to check out the books.

Although, it helped that billionaire activist investor, Carl Icahn, has been pushing for a deal. In a letter to Circuit City, he said he'll write a check to buy the company if Blockbuster can't come up with sufficient financing.

Yet, the question lingers: does a combination makes sense? After all, both Circuit City and Blockbuster are ailing. So why would a merger of two duds turn into a great entity? I seriously doubt it's something that frightens the folks at Best Buy (NYSE: BBY).

Then again, Circuit City may really be allowing itself to be sold to another player. For example, the company put an end to its proxy fight with Wattles Capital Management, which got three board seat. Oh, and Circuit City has retained Goldman Sachs (NYSE: GS) to explore strategic alternatives.

Thus, for the most part, Icahn is playing his typical role as the instigator. Keep in mind that he can be pretty tough to negotiate with – especially when you're selling your company to him.

And, so far in today's trading, Circuit City's shares are up 8%.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Harris Corp. (NYSE: HRS) has had a nice run. Over the past five years, the stock price has gone from $14 to $59.

The company is a key player in communications and IT – with about 7,000 engineers and scientists. With the spread of terrorism and the wars in Iraq and Afghanistan, the company's skill sets are certainly "must haves."

But, trends do come to an end (especially in the defense industry). That may be the thinking with the folks at Harris. That is, according to a report in the Wall Street Journal (subscription only), it looks like the company is shopping itself for a potential sale.

I doubt they will have much trouble finding suitors. After all, the sector is full of major operators looking to bulk things up, such as Raytheon (NYSE: RTN), BAE Systems PLC (NASDAQ: BAESY) and Northrop Grumman (NYSE: NOC).

Moreover, the fundamentals still are intact at Harris. According to its Q1 report, revenues increased from $1.07 billion to $1.33 billion. Net income came to $108 million, or $0.78 per share.

So far in today's trading, the shares of Harris are up about 9%.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

A friend of mine -- who recently came to LA -- ordered a Papa John's Int'l, Inc. (Nasdaq: PZZA) pizza. She used the Internet. All in all, it was pretty efficient.

Well, according to a recent report, Papa John's has sold about $1 billion in pizzas (over the past seven years). That's certainly a lot of dough, huh? And, as should be no surprise, the growth rate has been stunning: about 50% per year.

There is lots of competition, such as Dominos Pizza (Nasdaq: DPZ) and Pizza Hut. And interestingly enough, Pizza Hut plans to launch a web-enabled widget so you can get pizza at super-fast speeds (I'm sure this will be a big hit for Web 2.0 programmers, who tend to eat pizza at about 2 a.m.).

But, as my friend has experienced, there are some glitches. Ordering online it took two hours for her to get her pizza.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Since the onset of the credit crunch, it's been hard times for merger arbitrageurs. Simply put, there have been a variety of high-profile deals that have imploded.

And, of course, we have a new one: Microsoft Corporation (Nasdaq: MSFT)'s abandonment of its proposed $47.5 billion buyout of Yahoo! Inc. (Nasdaq: YHOO).

Yet, if you look at the stock price of Yahoo!, it looks like the arbitrageurs are still optimistic that a deal will happen. In fact, there is speculation that an activist fund will launch a proxy fight.

Yesterday, I met with a couple deal attorneys and we talked about IPOs. I learned that that they are currently working on an offering. Of course, the company is in the energy sector.

While the IPO market should remain listless, there are still a few sectors that are hot. Look at Colfax (NYSE: CFX), which launched its IPO today. The company priced its offering at $18 per share (the price range was $15-$17). So far in today's trading, Colfax shares are trading up 22% to $22.08.

Basically, Colfax is a major supplier of fluid handling products, such as pumps, fluid handling systems and specialty valves. The main customer groups include power generation, global navy, commercial marine and yes, oil & gas. Some of the brands include Allweiler, Fairmount, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. In fact, the Allweiler brand goes back to 1860.

Actually, the marketplace is highly fragmented, with more than 10,000 companies. So, with the IPO proceeds and public stock, Colfax is positioned for M&A deals (the company has already purchased 12 companies).

And the financials look pretty good. Last year, Colfax's revenues jumped 29% to $506.3 million and net income came to $64.9 million.

The lead underwriter on the deal is Merrill Lynch & Co. (NYSE: MER). Also, you can find the prospectus at the SEC website.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.