Transcript: Wednesday, July 16, 2014

NBR ThumANNOUNCER: This is NIGHTLY BUSINESS REPORT with Tyler Mathisen and Susie Gharib.

BILL GRIFFETH, NIGHTLY BUSINESS REPORT ANCHOR: Mega merger? Rupert Murdoch sets his sights on Time Warner (NYSE:TWX), but his $80 billion bid for the companies rejected. Will he offer more and does this deal make sense?

SUSIE GHARIB, NIGHTLY BUSINESS REPORT ANCHOR: Call to action. The White House urges immediate action from lawmakers to crack down on what it calls an abuse of our tax system. But will Congress respond?

GRIFFETH: Blue chip record. Upbeat earnings send the Dow to an all- time high. And tonight, focus shifts to eBay (NASDAQ:EBAY) and one key takeaway from its quarterly results.

All that and more coming up tonight on NIGHTLY BUSINESS REPORT for
this Wednesday, July the 16th.

Good evening, everybody. I`m Bill Griffeth, in tonight for Tyler
Mathisen, who actually will join us a little bit later in the program.

GHARIB: That`s right.

And I`m Susie Gharib. Good evening from me, as well.

Media mergers were all the talk today as Murdoch made it clear he has a new target, Time Warner (NYSE:TWX). Media mogul Murdoch made a bold bid for the company. His Twenty-First Century Fox offered $80 billion but Time Warner (NYSE:TWX) rejected it.

Now, that doesn`t mean the story is over, far from it. Many believe the price tag could go even higher and if the deal gets done, it could prompt a new wave of mergers in an industry already seeing a lot of changes.

The news sent shares of Time Warner (NYSE:TWX) soaring 17 percent. It had the opposite effect though on Twenty-First Century Fox, which that dropped 6 percent.

So, what is it about Time Warner (NYSE:TWX) that Murdoch wants? Does this deal make sense? And which companies might be next?

Julia Boorstin has our story.


Rupert Murdoch envisioned a media colossus, combining rivals with some key complementary assets. Fox bringing its signature broadcast network, plus cable networks, Fox News and FX.

While Time Warner (NYSE:TWX) has an unprecedented premium cable asset, HBO, plus ads supported TBS and TNT.

There is also a sports story in this proposed merger. Time Warner`s TNT and TBS controlled rights to Major League Baseball, as well as the NBA and college basketball.

Meanwhile, Fox has been investing to build a sports empire to rival ESPN, with the launch of Fox Sports 1 last year.

Less complementary and more competitive, the movie studios, Warner Brothers and Twentieth Century Fox. Together, the two companies have 35 percent of the U.S. box office share this year. Analysts see cost savings in such scale, but sources tell me Fox would want to likely maintain an iconic media brand like Warner Brothers, the largest Hollywood studio.

The combine company would not include CNN because of Fox News. CNN would have to be sold off over antitrust concerns.

It makes sense that in the wake of mega distribution mergers, Comcast
(NASDAQ:CMCSA) (NYSE:CCS) and Time Warner (NYSE:TWX) Cable, DirecTV and AT&T (NYSE:T), that Murdoch sees value in the content scale of more negotiating leverage. But Time Warner (NYSE:TWX) says it`s not interested
in the offer for a combination of cash and non-voting stock.

JEFF BEWKES, TIME WARNER CEO: The board concluded that continuing to execute our strategic plan and our business plans will create significantly more value for the company and our shareholders, and that`s superior to any
proposal that Fox is in a position to offer.

BOORSTIN: Time Warner (NYSE:TWX) and Fox say they are no longer in talks. The question is whether Fox comes back with more or another buyer
jumps in.

KEN GRIFFIN, CITADEL INVESTMENT GROUP: I think one of the dynamics Time Warner (NYSE:TWX) faces is that there is no controlling shareholder,
and therefore, the company really is in play.

BOORSTIN: Other cable content companies may also be in play.
Discovery, AMC Networks and Scripps Networks Interactive (NYSE:SNI) are all trading higher on the news.

For NIGHTLY BUSINESS REPORT, I`m Julia Boorstin in Los Angeles.


GRIFFETH: And with more on whether this deal makes sense and what it could mean for the whole media industry, we`re joined tonight by Tuna Amobi, the equity analyst of S&P Capital IQ.

Tuna, good to see you.


GRIFFETH: A lot of brands involved in this possible merger. The big question, does it make sense to you?

AMOBI: The short answer is absolutely. It does make sense. And while we did not anticipate a mega merger of this magnitude, when you think how the game is played in the media landscape these days, it`s all about scale.
And I think Julia eluded to that in her report where she talked about this scale plays that we`ve seen in the distribution side of the equation.

So, I think the content providers like Fox and Time Warner (NYSE:TWX) are kind of responding to the wave of consolidation in order not to leave
themselves vulnerable as they go into negotiations with distributors.

GHARIB: So, Tuna, this is a huge deal — $80 billion was the offering, initial offering price. How much higher do you think it goes and will Rupert Murdoch have to make this a hostile deal for him to actually win Time Warner (NYSE:TWX) in the end?

AMOBI: You know, Susie, as always, evaluation is always a sticking point in these negotiations. I suspect that, you know, Rupert has made somewhat lowball offer, and I would not at all be surprised by a significantly higher offer, if only to just get Time Warner (NYSE:TWX), you know, talking.

We calculate that the premium that was implied, you know, north of 20 percent, I think we calculate about 12 1/2 times forward enterprise value to EBITDA, which I would argue somewhat low for a company like Time Warner
(NYSE:TWX) with the unique array of assets that it has. You know, I would even go as far to say anything less than 13 1/2 times to 14 times enterprise value multiple would be a steal for Fox.

GRIFFETH: I kept hearing the arguments against the deal in terms of the amount of debt that 21st Century Fox would have to take on. They are a relatively small company when you consider the size but Disney (NYSE:DIS) and some of the media concerns out there. Does that matter to Rupert Murdoch? Is this another case where he`s got his sights set on the prize and no matter the cost, he will get it?

AMOBI: I think it does matter. But if anything, I think the stars are right now aligned for these kinds of mega mergers. You know, interest rates are still at relatively historic lows, and there is a very good case to be made here. They have talked about, you know, a billion dollars synergies, and it`s very — not hard to foresee, you know, the revenue, upside and cost savings even exceeding that.

So, I think that if you put everything together in the context of the
consolidation wave, I think a deal like this would not seem farfetched.

GHARIB: You`re talking about mega mergers. You know, as you look at the media landscape, who are buyers and some targets? The name Discovery comes up, Viacom (NYSE:VIA) comes up as possible buyers. Is that how you see it?

AMOBI: Sure. I think what`s going to happen, Susie, is that all the other companies out there are going to be examining themselves and potentially looking for dance partners here, so not to be vulnerable. So, you mentioned some names like AMC Networks, Discovery, Scripps Networks.
And I think it`s not inconceivable that a major technology company like Amazon (NASDAQ:AMZN) or even Google (NASDAQ:GOOG) could swoop in here and
make a competitive bid for Time Warner (NYSE:TWX).

GRIFFETH: It certainly got everybody talking. That`s good for sure.

Tuna, always good to see you. Thank you.

AMOBI: Thanks for having me.

GRIFFETH: Tuna Amobi joining us tonight.

GHARIB: Well, on Wall Street today, news about those deals, earnings and the economy pushed the Dow Jones Industrial Average to a new all-time high. Investors were encouraged by that Time Warner (NYSE:TWX) deal talk, solid earnings from Intel (NASDAQ:INTC), and a fresh report showing industrial production climbed in June, capping its strongest quarter in almost four years.

Also today, the Federal Reserve said in its Beige Book business survey that all 12 of its districts are seeing consumer spending and expanded manufacturing.

And then, on Capitol Hill, Federal Reserve Chair Janet Yellen
testifying in front of lawmakers said things are looking up.


JANET YELLEN, FEDERAL RESERVE CHAIR: I am optimistic about the economy and that`s reflected in the forecasts that are included in the monetary policy report. We had a very surprising negative growth in the first quarter, which is a number that in a way doesn`t seem consistent with the underlying momentum in the economy.


GHARIB: And there was some momentum on Wall Street. Here are the major averages closed the day. The Dow added more than 77 points to 17,138, a new record. The NASDAQ rose almost 10, and S&P gained eight points.

And Bank of America (NYSE:BAC) and the Department of Justice officials are in talks to settle an investigation into mortgage securities. The bank has reportedly offered $13 billion to settle the probe. And legal bills related to those negotiations and for selling defective mortgage-backed securities are costing the bank big time, $4 billion worth.

Today, Bank of America (NYSE:BAC) blamed those fees for dragging down its profits. They plunged 43 percent in the second quarter that was
released today. The bank`s stock fell 2 percent to $15.51.

Meanwhile, eBay (NASDAQ:EBAY) posted a rise in revenue tonight despite increased competition from Amazon (NASDAQ:AMZN) and some smaller rivals.
The online auction side earned 69 cents a share, a penny better than the street estimates. Despite the rise in revenue, though, over the last year, results came in slightly below expectations and that company is now forecasting third-quarter earnings below consensus. After the report came can out, the stock rose initially by 1 1/2 percent.

Seema Mody is at the NASDAQ with more on these results.

And, Seema, what is the one key takeaway for investors in this quarter?

SEEMA MODY, NIGHTLY BUSINESS REPORT CORRESPONDENT: Well, Bill, eBay`s revenue climbing 13 percent in the second quarter, thanks to strength in its PayPal business, but CEO John Donahoe called this quarter in general challenging. EBay`s earnings were hampered by a cyber attack disclosed in May, as well as rising competition from other online players like Amazon (NASDAQ:AMZN). Analysts will be looking for more clarity on how eBay
(NASDAQ:EBAY) plans to fend off competition in a fast growing online marketplace and differentiate its product portfolio going forward.

So, competition, that will be something to look for in the coming

Back to you.

GRIFFETH: Seema Mody at the NASDAQ, thank you.

GHARIB: And still ahead on the program: Treasury Secretary Jack Lew says corporate America is abusing the U.S. tax system and it`s unpatriotic.
We`ll tell you why he wants Congress to put an end to it.


GHARIB: The U.S. has imposed its toughest sanctions yet on Russia over the Ukraine conflict. The new sanctions include one of the country`s financial institutions, Gazprom bank, also state-owned oil company, Rosneft, and some senior government officials, including the deputy head of the parliament. Now, these were imposed the same day that European Union
leaders met to discuss new sanctions of their own.

GRIFFETH: The head of General Motors (NYSE:GM) legal department Michael Millikin is set to testify on Thursday at a Senate hearing. His appearance follows a report in “The New York Times (NYSE:NYT)” that casts doubt on how forthright General Motors (NYSE:GM) has been with regulators who have been investigating a defective ignition switch linked to at least
13 deaths over the last decade. Lawmakers will also hear from Mary Barra, of course, GM`s chief executive, who is expected to announce a reorganization of GM`s legal department at that hearing tomorrow.

GHARIB: It`s a term we`re hearing more and more recently, tax inversions. Just this week, two U.S. drug firms Abbvie and Mylan
(NASDAQ:MYL) move forward with takeover plans with international companies.
Earlier this year, Pfizer (NYSE:PFE) attempted to do the same thing as it tried to acquire U.K.-based AstraZeneca. But the offer was rejected.

Now, all these deals have one thing in common. They would result in a so-called tax inversion. But what exactly is it and why is it so attractive right now?

Dominic Chu explains.


DOMINIC CHU, NIGHTLY BUSINESS REPORT CORRESPONDENT (voice-over): Tax inversions — simply put, it`s a strategy that can be used to help shrink corporate tax bills.

So, how you do you do it? You move your headquarters from the U.S. to another country with a lower tax rate, that could cut tax payments on profits generated from outside the U.S. Right now, the tax on those profits is 35 percent. A tax inversion could drop that bill to zero in some cases.

For example, Michigan-based drug maker Perrigo (NASDAQ:PRGO) bought Irish drugmaker Elon and moved its tax base there, which helped it cut its corporate tax bill in half and it`s helping it save an estimated $150 million a year, and they`re not the only ones. New Jersey-based drug company Actavis bought Ireland`s Warner Chilcott (NASDAQ:WCRX) and did the same thing.

Even fruit and produce giant Chiquita Brands and medical device maker Medtronic (NYSE:MDT) are in pending mergers that would relocate their tax basis to Ireland.

Drugstore chain Walgreens is also said to be considering a deal to bring it under Switzerland`s taxing authority.

Of course, all of this is costing America a lot of tax revenue. And the government wants to do all it can to close these tax inversion loopholes which could cost Uncle Sam billions of dollars over the coming


GHARIB: Also weighing in on this issue today, Treasury Secretary Jack Lew said he wants Congress to prevent American companies from shifting their headquarters abroad to benefit from a lower tax rate, calling such a
move an abuse of the system.


JACK LEW, TREASURY SECRETARY: We should have some economic patriotism here. It`s not right to take an American firm to benefit from all of the things that we do in the United States to make it a safe place to do business, but then say I don`t want to pay taxes here and shift the
corporate address overseas to pay a lower tax rate or no taxes.


GHARIB: Eamon Javers has been following this story and joins us now from Washington.

So, Eamon, this is a complicated story. I mean, what specifically does Secretary Lew want lawmakers to do? What can they do?

EAMON JAVERS, NIGHTLY BUSINESS REPORT CORRESPONDENT: Well, one of the big questions here in Washington, Susie, is whether any effort to block these tax inversions would have to wait for a larger overall tax reform bill. There are a lot of folks on Capitol Hill who would like to do something to close the loophole, but they want to use it as a bargaining chip in an overall bill later in the year or next year or maybe in two years.

What Lew is saying is, hey, we can`t wait. We`ve got to do this right now. He`s starting to get traction with that in terms of getting a single rifle shot bill that would do that this year but there is a real disparity between what Democrats think on Capitol Hill and Republicans think.

A lot of those members of Congress are saying, hey, wait a second, if the U.S. corporate tax rate wasn`t so high and the U.S. tax system as cumbersome as it is, companies wouldn`t be forced to take this extreme step. That`s where we ought to be making the fix, not on closing the

GRIFFETH: Economic patriotism, that`s how he characterized it in his comments in New York today. Any comments from Washington to that?

JAVERS: Well, we`re actually starting to see movement here in Washington. We saw a statement here from Senate Finance Committee Chairman Ron Wyden who said this inversion loophole must be plugged. He was one of those people we thought might be waiting for a larger deal. Now, he`s coming out and saying we got to do this now.

So, already a little bit of movement on the Democratic side anyway.
We`ll wait and see what the Republicans have to say.

GHARIB: I mean, what are the chances anything gets done? And more specifically, what are the risks to U.S. competitiveness if there are new rules that block these tax inversions?

JAVERS: Well, it`s tough. It`s tough to get anything done in Washington in this climate. Remember, it`s an election year. A lot of these members of Congress are running this fall. In the Senate, they`re going to be dealing with this. So, it`s very, very touchy time to get anything done at all.

And then in terms of the consequences, what the U.S. government is worried about is what they call mass inversions, where we don`t see them doing it in ones and twos but hundreds, maybe thousands of American
companies doing this. That could be a real problem for the U.S. Treasury.

GRIFFETH: Eamon Javers in Washington, thanks very much.

JAVERS: You bet.

GRIFFETH: By the way, Secretary Lew made those comments on tax inversions today at the so-called Delivering Alpha Conference in New York., that`s hosted by CNBC and institutional investor. Market moving news typically comes out of this conference each year, and this year proved to be no different.

Tyler Mathisen was there. He has a look at who attended and what was



It may have been a bad hair day here in humid New York City, but it was a great day if your interest is in investing ideas. I spent the day at Delivering Alpha, an investment conference that is a joint venture of CNBC, which of course produces NIGHTLY BUSINESS REPORT and “Institutional Investor Magazine”.

We heard from some of the very best and brightest in the world of money management and hedge funds, beginning the day with Ken Griffin, the chief of Citadel, who basically endorsed Twenty-First Century Fox`s offer for Time Warner (NYSE:TWX). He said it`s going to be very hard for Time
Warner (NYSE:TWX) to say no to this deal.

KEN GRIFFIN, CITADEL INVESTMENT GROUP: Time Warner (NYSE:TWX), great asset, HBO, Warner Studios, content is king, both those asset have great content. The deal makes a lot of sense. For Fox, it makes a lot of sense
for Time Warner (NYSE:TWX) shareholders.

MATHISEN: We then heard later in the day from Stan Drukenmiller who
really took the Federal Reserve to task.

It`s particularly puzzling today that the Fed is using wage growth as a key determiner of their current stance of policy. Wages lag employment, which itself is in the lagging indicators. Shouldn`t the Fed focus on leading indicators?

I really hope I am wrong in my assessment, I really do. In that case, I can just adjust my portfolio either way. The problem is, the Fed is making a bet from which their adjustment could be way too late and have significant adverse consequences. And frankly, I don`t know what it is in
their forecasting record that gives them the confidence to make such a bet.

MATHISEN: Later, Nelson Peltz who said a proxy battle for PepsiCo is
a possibility.

NELSON PELTZ, TRIAN PARTNRS CHAIRMAN & CEO: The stock was supposed to, according to them, earn $5 in 2012. They missed a little bit and earned $4.10. Last year they were giving high fives because they got about to $4.34 in 2013.

So, the stock is not moving because of earnings when the company should have been earning $5 two years ago. The stock is moving because
people, shareholders see the wisdom of what we`re saying.

MATHISEN: John Paulson, the author of a couple of the greatest trades
of all time —

JOHN PAULSON, PAULSON & CO. PRESIDENT: From an individual perspective, the best single investment you can make is to buy a primary residence that you`re the owner occupier of. But today, financing costs are extraordinary low, so you can get a 30-year mortgage, somewhere around
4 1/2 percent, and if you put down, let`s say, 10 percent and the House is up 5 percent, which is the latest data, then you`d be up 50 percent on your

MATHISEN: And more.

LEON COOPERMAN, OMEGA ADVISORS CHAIRMAN: Cash is half a percent, bonds 2 1/2, heading to a loss of total return basis. High yield isn`t high yield anymore.

Then, you look at common stocks, slightly rich against history, 16 times earnings, average 15 times earnings, by 25 percent of the S&P yields more than bonds. That`s a highly unusual condition. So, I think the market is fairly valued, I don`t think it`s overvalued. And the conditions
that normally lead to a peak don`t seem to be present.

CARL ICAHN, ICAHN ENTERPRISES CHAIRMAN: What a board should do is not tell the CEO what to do. They should leave him alone, really leave him alone. But what they should say if you`re not producing and they could have a lot of ways to gauge that, which we do, a lot of parameters. And if you`re not coming up and not doing as well as your peer group, get off the
golf course and get to work.

MATHISEN: A very interesting symposium, one of the preeminent ones in the world of investing.

Now back to you.


GHARIB: All right. Thanks a lot, Tyler.

BlackRock (NYSE:BLK), the world`s largest money manager reported better than expected earnings and that`s where we begin tonight`s “Market Focus.”

The firm was helped by strong markets and strength across all of its offerings, sending profits up 11 percent in the quarter. But despite broad stock market gains, BlackRock`s actively managed U.S. equity business is still struggling.

Still, BlackRock`s shares rose slightly to $325.17.

PNC Financial`s profits came in better than expected, helped by cost- cutting efforts. But the bank said low-interest rates will continue to pressure revenue this year. Investors were concerned about that. Shares were down 3.5 percent to $85.18.

And US Bancorp`s earnings rose slightly in the second quarter topping analyst estimates. The nation`s largest regional lender was helped by a jump in commercial lending, offsetting a drop in loan margins and higher expenses. Still, shares fell almost 2 percent to $42.53.

GRIFFETH: Well, according to reports out around midday, General Electric (NYSE:GE) is in talks to sell its household appliances business.
That sale could fetch somewhere between $1.5 billion and $2.5 billion. The move would be part of GE`s strategy to sell its businesses in the sectors where it is not a leader or whether it`s not set for growth. Shares were up 1 1/2 percent of GE to $27.02.

Some troubling news for chocoholics tonight. Hershey is increasing its prices because of a rally in cocoa. Hershey will up its candy prices by 8 percent, first increase in three years. The Reese`s Peanut Butter Cup maker also said it expects 2014 sales growth to be at the low end of its long-term target range. Shares fell as a result, about 2 1/2 percent to $92.34.

And Yum Brands (NYSE:YUM) posted earnings that came in slightly above analyst estimates after the bell tonight. The parent of KFC saw sales in China jump, as its recovering from a flu outbreak that slashed demand for chicken last year. It also reaffirmed its earnings outlook for the year.
Shares of Yum Brands (NYSE:YUM) initially lower after the bell, but during the regular session, the stock was down about a fraction to $82.71.

GHARIB: And coming up, won`t you be my neighbor? Well, if that means moving into one particular area of northern California, you`re going to have to pay up.


GRIFFETH: The nation`s home builders are feeling much more confident about the housing recovery. A monthly sentiment index from the National Association of Home Builders climbed in July to a six-month high. That rise is being attributed to a strengthening labor market and rising consumer sentiment and that sent shares of the home builders higher in today`s session.

GHARIB: Meanwhile, mortgage applications fell more than 3 percent last week and that`s because loan rates ticked up a bit. And that`s according to the mortgage banker`s association. Rates on a 30-year fixed mortgage average 4.15 percent for the week ending July 10th.

Another reason people are being priced out of the housing market: home
prices are rising faster than gains in income.

GRIFFETH: And one area where home prices aren`t raising faster is in Atherton, California. It`s located in the heart of Silicon Valley, about
20 minutes from the headquarters of Facebook (NASDAQ:FB) and Google
(NASDAQ:GOOG) and most of the major technology companies. And when the tech sector does well, so does the local housing economy.

Josh Lipton has more.


Silicon Valley real estate is red hot, but there`s no place hotter than here in Atherton, California.

The average home price is up about 40 percent year over year. Brokers say last year, it was a buying frenzy for homes in the $5 million range.
That demand has now pushed buyers into the ultrahigh end. In just the first quarter, there were seven sales in excess of $10 million.

Why the increase? Because Atherton is in the heart of Silicon Valley,
which is thriving.

TOM LEMIEUX, PACIFIC UNION: We have a market here with high demand, low supply and, of course, we are the center of technology. The tech sector is doing well, everything that drives the tech sector, local economy, the venture capital, private equity. We are just the center of innovation here.

And so, that more than anything drives our housing market.

LIPTON: There are many exclusive communities for the elite in Silicon Valley, but brokers say Atherton is the most sought-after location and buyers are moving fast.

Ken de Leon of the Leon Reality just sold a mansion for $14 million to
a Chinese buyer in 72 hours.

KEN DE LEON, LEON REALITY: One of the reasons Atherton so hot right now is Forbes recently named it as the number one most affluent zip code in America. A lot of my clients particularly Chinese are very prestige driven, and they want to be in the best area of America, so that really
helped boost Atherton stock.

LIPTON: Atherton brokers say their buyers pay for their homes in cash and some investors from China will pay for a mansion site unseen. De Leon is on track to do $500 million in sales this year. He`s now even buying a plane so he can show Chinese and Indian buyers the beautiful views of what they could be buying.

(on camera): The takeaway, if you`re a realtor, you might think about
coming to Atherton. If you`re a buyer, be prepared for sticker shock.

Josh Lipton, NIGHTLY BUSINESS REPORT, Atherton, California.


GHARIB: Talk about your dream house, huh?

GRIFFETH: Yes, sounds like home prices are reaching lofty levels in
my home state there. Keep an eye on that.

GHARIB: Looks beautiful all the same.


GHARIB: That`s NIGHTLY BUSINESS REPORT for tonight. Thanks so much
for watching. I`m Susie Gharib.

GRIFFETH: I`m Bill Griffeth. Have a great evening, everybody. We`ll see you tomorrow.


Nightly Business Report transcripts and video are available on-line post broadcast at The program is transcribed by CQRC Transcriptions, LLC. Updates may be posted at a later date. The views of our guests and commentators are their own and do not necessarily represent the views of Nightly Business Report, or CNBC, Inc. Information presented on Nightly Business Report is not and should not be considered as investment advice. (c) 2014 CNBC, Inc.

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