SUE HERERA, NIGHTLY BUSINESS REPORT ANCHOR: Winds of change. From Pfizer (NYSE:PFE) to Halliburton (NYSE:HAL), when the government gets involved in business, should you change the way you invest?
Strange sight. Why a labor union today was protesting in support of management.
Retirement revamp. The new rules are out and they could save you money.
All that and more tonight on NIGHTLY BUSINESS REPORT for Wednesday, April 6th.
Good evening, everyone, and welcome. I’m Sue Herera. Tyler Mathisen is off this evening.
We begin at the intersection of Wall Street and Washington and the government’s role in big business. Today, two things happened, two stories that we’ve been following closely. Pfizer (NYSE:PFE) called off its $160 billion takeover of Allergan (NYSE:AGN) after the Treasury Department issued new rules that tightened corporate some tax loopholes. And as merger and acquisition activity picks up on Wall Street, the Justice Department filed suit to prevent two of the largest oil field services companies Halliburton (NYSE:HAL) and Baker Hughes (NYSE:BHI) from combining.
So, let’s begin with the $34 billion pending takeover by Halliburton (NYSE:HAL) of rival Baker Hughes (NYSE:BHI) which the two companies pursued in the wake of slumping oil prices. The government lawsuit argues that deal would cut competition in the industry to unacceptable levels. Shares of both companies rose in trading today.
Eamon Javers is with us now from Washington. Good to see you as always, Eamon.
EAMON JAVERS, NIGHTLY BUSINESS REPORT CORRESPONDENT: Hi, Sue.
HERERA: The DOJ made really pretty tough assertions about this deal. Give us some of the details.
JAVERS: Yes, they did, Sue. In fact in a conference call with reporters where they broke down exactly why they took this action, DOJ officials said it was one of the worst antitrust cases they’d ever seen and said some deals ought to never leave the corporate board room and they said candidly, they thought this was one of those deals that should never have gotten as far as the government review in the first place.
So a fascinating back and forth here between the government and these two companies who argue that they wanted to combine and that they thought it was an important thing to do for their industry.
HERERA: So how is the company — how are the companies, I should say, responding?
JAVERS: They said they’re going to vigorously challenge this decision. They said they’re going to fight it. The DOJ said they’re aware they’re going to fight it and the companies are welcome to do that, but it doesn’t sound like the Department of Justice is willing to give an inch here on this. They seem pretty set in their conclusion that this is anti-competitive.
One of the things the company said was because of what we’ve seen in the price of oil, that might change the dynamics in the industry and that might be another reason for the DOJ to reconsider. The DOJ wasn’t having that today, though. They said just because business is off doesn’t mean you get to be a monopoly.
HERERA: All right. So given the lawsuit that’s bending now, was it expected given the climate that we’ve seen recently in Washington? Or did this come out of the clear blue?
JAVERS: Yes, boy, you’re right. Talk about the battle between big government and big business, and it’s been really intense. Relationships are really strained here in Washington these days. First, you had the whole Apple (NASDAQ:AAPL) versus FBI situation. Then you had the Allergan (NYSE:AGN) situation with Pfizer (NYSE:PFE) and the question of an inversion for tax purposes. We saw that deal fall apart today, and then this one today.
So, really a fascinating moment now in the relations overall between big business and the Obama administration, which it looks like is not willing to bend on any of these key issues.
HERERA: Yes, we’re going to talk more about that in just a few minutes.
Eamon, thank you so much.
JAVERS: You bet.
HERERA: Eamon Javers in Washington.
And now to that deal, Pfizer (NYSE:PFE) walked away right from its historic deal to buy Dublin-based Allergan (NYSE:AGN). That deal would have moved the biggest U.S. drug company to Ireland in order to lower taxes and it would have been the largest so-called inversion deal. In an interview, Allergan’s CEO said this deal was specifically targeted.
(BEGIN VIDEO CLIP)
BRENT SAUNDERS, ALLERGAN CEO: These roles, this three-year look back was designed, I think, very specifically to target this deal. I don’t believe based on initial review, it impacts any other deal in virtually any other circumstance.
(END VIDEO CLIP)
HERERA: In a statement, Pfizer (NYSE:PFE) says the decision was driven by the actions announced by the U.S. Department of Treasury which the companies concluded qualified as an adverse tax law change, under the merger agreement. Shares both of Pfizer (NYSE:PFE) and Allergan (NYSE:AGN) climbed in today’s trading session.
The head of the largest business lobbying group, the U.S. Chamber of Commerce, said suing the government over the tax changes would take a long time, but he did express concerns about all the new rules out of Washington.
(BEGIN VIDEO CLIP)
TOM DONOHUE, CHAMBER OF COMMERCE CEO: We’re going to be for a while dealing with these regulations and I’m very concerned about one regulation on top of another on top of another which is basically taking the vitality out of the American system.
(END VIDEO CLIP)
HERERA: Ed Mills is senior financial policy analyst with FBR Capital. He joins us to talk more about the climate in Washington.
Good to see you as always, Ed. Welcome.
ED MILLS, FBR CAPITAL MARKETS: Thank you.
HERERA: Eamon said earlier that relations between business and the administration right now in Washington are very, very strained.
Are you surprised by these new rules that are being issued by Treasury and their impact?
MILLS: Not really. We’ve seen several years of this here where, you know, kind of the Treasury has been very clear, they don’t want to see inversions and they have taken step after step. This is their third action now on inversions that has specifically targeted one of the pending deals with the whole goal of breaking it up.
What’s really important to look at here, too, is that none of these rules have gone final. And D.C. rather likes to be the great Wizard of Oz having that man behind the curtain creating a whole bunch of uncertainty to break these deals up and prevent others from doing it rather than give the certainty to business so that they can structure around it and move forward.
HERERA: That might be evident in the Baker Hughes (NYSE:BHI)/Halliburton (NYSE:HAL) situation with the Department of Justice intervening on that particular deal which was not an inversion.
MILLS: Yes, no, I think you kind of have a lot of these issues where, you know, President Obama a year or so ago announced that he was going to have a pen and a phone and he was going to aggressively go after kind of things that he could do through his regulatory actions.
That’s what we’re seeing there. That’s who we’re seeing in other deals. That’s what we saw with the Department of Labor coming out with a new rule on investment advice today. Congress is deadlocked. It is the regulatory agencies that are going have the impact.
HERERA: So, do you expect this to continue and what do you think the effect will be on business and on deals?
MILLS: Yes, no, absolutely expect this to continue. If you look at the presidential election, what is fueling the rise of candidates like Donald Trump or Bernie Sanders is this growing populism in this country which is giving a ton of political cover. Political cover that I’ve never seen to regulatory agencies to do whatever they want and not have any real threat of Congress stepping in because Congress is deadlocked. The American people want action and the political environment supports this activity.
HERERA: Does it have a chilling effect on business?
MILLS: Oh, it absolutely does. I have a lot of investors who I talk to who kind of say, Ed, tell me what you’re talking about and I don’t want to invest in it. A lot of folks who say I might want to invest in it, but it’s not worth the pain. Used to not want to fight city hall, right now you don’t want to fight Washington.
HERERA: Very interesting. On that note, Ed, thank you very much. Ed Mills with FBR Capital Markets (NASDAQ:FBCM).
So, do you change the way you invest because government regulation might be affecting the stocks that you may own?
Let’s turn to Sarah Hunt now for this discussion. She is portfolio manager with Alpine Funds.
Welcome, Sarah. Nice to have you here.
SARAH HUNT, ALPINE FUNDS PORTFOLIO MANAGER: Thank you.
HERERA: You know, we seem to be entering into the environment, government is taking a more active, taking a more active — some would say activist role in M&A. But it’s been across multiple sectors, biotech, pharmaceuticals, and now energy.
What’s an investor to do? Because it’s becoming increasingly difficult for them to kind of avoid some of these haircuts that we saw in prices like Pfizer (NYSE:PFE) today.
HUNT: Well, I think if you look at the — if you look at the past, you’ve always had the concern about government regulation or you’ve had issues that could be problematic for certain sectors.
I think that right now, you’ve got two very big deals that are coming apart very quickly behind one another. And it’s just underlying the fact there are a lot of things as investors we have to take into account, and it’s very tricky when you have a regulatory override that is going to change the dynamic of deals especially in the Allergan (NYSE:AGN)/Pfizer (NYSE:PFE) deal when it was quite specifically targeted for that one deal.
HERERA: You know, it’s also very interesting because it’s not just inversions. It’s M&A. And I think that might make it more complicated for investors. Because you might be able to avoid, you know, stocks that might be likely to try and do an inversion, but, you know, with the price of oil going lower, a lot of people thought the Baker Hughes (NYSE:BHI) and Halliburton (NYSE:HAL) deal made sense.
Do you change the types of vehicles that you use to invest in to try and avoid the type of volatility that seems to be coming more frequent in some individual stocks?
HUNT: Well, I think the trickiest part of the Halliburton (NYSE:HAL)/Baker Hughes (NYSE:BHI) deal was that this was announced, you know, more than a year ago. So, the fact this is coming down now after they’ve been spending a really long time trying to figure out how to structure this so that it would be acceptable, that is the big shock for that — for that particular deal.
I think in the oil patch, you’re going to see more M&A, but I think you’re going to see more bigger companies on the exploration/production side buying smaller companies and I think they’re going to be looking at acreage and companies. So, I think that there’s going to be less a regulatory which with that than you’re seeing — I mean, this was the number two and number three service companies in the world so I think there wasn’t a backlash to this deal prior to this is more of the surprise. And the fact that it went this far and that it finally became derailed was a big surprise.
HERERA: So, do you look at individual stocks? Do you go to ETFs to try and maybe mitigate some of the volatility and/or risk in stocks that might be considering doing an M&A deal?
HUNT: I think that what you have to do is get back to fundamentals. I mean, in the end, you want to own a company because you want to own that company and either that management or their product suite or where they sit in the city. And the M&A piece should be not part of your necessary factor when you’re looking at buying something.
And then if you get into a situation where there is a deal or a deal starts to fall apart, you want to go back and say why do I own this in the first place? Do I still own it? Do all these things that made many want to own it to begin with make sense? If they don’t, if it was only for an M&A reason, then there’s more risk to that holding than there would be otherwise.
HERERA: All right. Sarah, we’ll leave it there. Thank you so much. Sara Hunt with Alpine Funds.
Well, there was a rally on Wall Street today. Stocks snapped a two-day losing streak as oil prices rose and minutes of the last Federal Reserve policy meeting showed interest rates may increase gradually. By the closing bell, the Dow Jones Industrial Average added 112 points to 17,716. The NASDAQ gained 76 points and the S&P 500 was up 21.
Oil prices rose about 5 percent on the surprise drawdown in domestic crude stockpiles. Expectations were for a new high.
And more now on those minutes from the central bank’s last meeting, which signaled more gradual rate hikes and showed an overall cautious view of the economy from policymakers.
Steve Liesman in Washington lifts the curtain on the Fed’s March meeting.
STEVE LIESMAN, NIGHTLY BUSINESS REPORT CORRESPONDENT: The Federal Reserve at its March meeting discussed raising interest rates at the April meeting, but most included at the risk to the U.S. economy from global weakness made a hike later this month a bad idea. Minutes to the Fed’s March meeting showed two Fed officials wanted to raise rates at that meeting and, quote, “some wanted a hike in April if the economy remained on track with modest growth.”
The Fed didn’t say how many supported an April hike but several Fed presidents in speeches after the meeting said they consider either April or June a possibility. Since then, however, Fed Chair Janet Yellen gave a major speech in which she made clear she was more concerned about global risks and U.S. economic weakness.
Yellen also said she was worried that with rates so low, the Fed had less ammunition to fight an economic downturn. Those same concerns showed up in minutes, when the number of Fed officials reported to be worried that the effect of global headwinds on the U.S. through a stronger dollar and reduced exports would subside only slowly. A strategy of waiting for more economic certainty seemed to carry the day at the March meeting.
The CNBC rapid update suggests that patience is well-warranted. Since the meeting in March, Wall Street expectations for first-quarter growth have sunk to just a half a point. It was 1.9 percent when the Fed met. The key to the Fed in the next hike seems to be stable to rising inflation, calm financial markets, continued strong payrolls and rebounding U.S. economic growth. All of which seems like a tall order in an uncertain world.
For NIGHTLY BUSINESS REPORT, I’m Steve Liesman in Washington.
HERERA: Still ahead, you work hard. You save. But how do you know if your retirement account will be affected by the new rules out today?
HERERA: The owner of three Volkswagen dealerships filed a lawsuit against the automaker. The dealers are suing over VW’s diesel emission scandal and use of software that allowed more than half a million vehicles to emit more pollution than legally allowed. Volkswagen is also facing lawsuits from the Justice Department and some states.
The former CEO of Massey Energy (NYSE:MEE) was sentenced to a year in prison and fined a quarter million dollars. Don Blankenship was given the maximum sentence for his role in a 2010 West Virginia coal mine explosion. That explosion killed 29 workers. Blankenship was convicted of conspiring to violate safety standards, a misdemeanor. But he was acquitted of felony charges.
Here’s something you don’t see very often: a labor union protesting in support of the management of the company. That happened today in Boston where pilots for United Airlines picketed outside the office of a hedge fund pushing to remake the airline’s board of directors.
Phil LeBeau has our story.
PHIL LEBEAU, NIGHTLY BUSINESS REPORT CORRESPONDENT: They walked in silence, but their message was loud and clear. Pilots at United Airlines want activist investors to stop meddling with the leadership of their airline.
UNIDENTIFIED MALE: We truly don’t know what exactly these groups have in mind for us. They’ve yet to state any intentions on what they plan for our future. But we do know what our current CEO has planned for our future. And we are faith in that going forward.
UNIDENTIFIED FEMALE: We’re letting our voice be known that we are behind the vision that Oscar Munoz has put forward for the company right now, a long-term vision of investing in our people, our facilities and our aircrafts.
LEBEAU: The pilots’ support of United CEO Oscar Munoz comes one month after he returned to work following a heart transplant. As he went back to work full time, two hedge funds which own a little more than 7 percent of the airline, went to work on a proxy battle to remake United’s board of directors. The hedge funds believe United’s directors have let the airline lag behind competitors while the industry has soared to record profits.
Their plan, put former Continental CEO Gordon Bethune and five others on United’s board, in hopes they can boost the airline’s performance. But the pilots believe United is improving under Munoz, which is quite a statement since United and its labor unions have had a bumpy relationship for years.
When asked about United employees picketing, a spokesperson for one hedge fund said, “We have deep appreciation for all the employees of United. However, under this board of directors, employees, customers, and owners have suffered. We will support Oscar and a new board to make the changes necessary to put United back on top.”
Unless the hedge funds and United’s leadership can resolve their differences, this proxy battle will come to a head at the airline’s annual meeting later this spring. That’s when we’ll find out in the hedge funds are successful on placing six new members on United’s board of directors.
Phil LeBeau, NIGHTLY BUSINESS REPORT, Chicago.
HERERA: Shares of video technology provider Polycom (NASDAQ:PLCM) take off on reports of a possible merger and that’s where we begin tonight’s “Market Focus.”
Polycom (NASDAQ:PLCM) is said to be discussing a potential deal to be acquired by mobile communications company Mitel Networks (NASDAQ:MITL). That’s according to a “Bloomberg” report. Transaction values Polycom (NASDAQ:PLCM) at nearly $2 billion, and the companies may disclose the news by next week. Shares of Polycom (NASDAQ:PLCM) surged 8 percent to $11.71. Shares of Mitel up more than 6 percent to $8.21.
Monsanto (NYSE:MON) posted weaker than expected earnings, citing discounted seed sales and less demand among farmers for soybeans. The company also reaffirmed its earnings guidance for the year and said it will no longer pursue future mergers and acquisitions. Shares of Monsanto (NYSE:MON) rose a percent to $87.
Verizon (NYSE:VZ) is taking a 24.5 percent stake in Dreamworks’ Awesomeness TV, which creates online videos geared toward young adults. The two companies will create a new premium video service for the phone carrier’s Go 90 mobile app. Shares of Verizon (NYSE:VZ) fell a fraction to $53.52.
And spirits maker Constellations Brand plans to buy the prisoner wine portfolio, in a deal valued at $285 million. Constellation also issued its quarterly earnings which beat analyst estimates. Results were helped by strong sales of Corona and Modelo beers. In addition, the company also issued upbeat guidance for the year. Shares were up nearly 6 percent to $160.34.
You probably heard about this. The Department of Labor rolling out major changes that it says will save investors billions of dollars when it comes to their retirement accounts. It has to do with the type of advice they you receive from your financial adviser.
Today, Labor Secretary Perez outlined the problem he hopes these new rules will fix.
(BEGIN VIDEO CLIP)
THOMAS PEREZ, SECRETARY OF LABOR: The heart of the challenge, however, is for customers who are seeking advice and advisers who are giving advice is they’re operating in a structurally flawed system. The interests of the consumers are all too frequently misaligned from the financial interests of the firm and the adviser.
(END VIDEO CLIP)
HERERA: Sharon Epperson is here with more.
So, Sharon, what exactly is this going to change in terms of the advice that your adviser can give you?
SHARON EPPERSON, NIGHTLY BUSINESS REPORT CORRESPONDENT: Well, a lot of people don’t believe and didn’t know that their adviser doesn’t necessarily have to give them advice that’s in their best interests. And that does not just make them a profit. Now, all advisers that are working on your retirement accounts have to follow this new conflict of interest rule called the fiduciary standard, and that means they have to put their clients’ best interests ahead of their own profits.
Right now, advisers who can include brokers, insurance agents, they are able to also use the suitability standard, which just says, if it’s suitable and meets your financial goals, that’s OK. It could be a commission-based product that has higher fees than something that may be less expensive and also could work for your portfolio.
So, now, when it comes to your retirement account, your IRA, your traditional or Roth IRA, your — money that you’re moving from your 401(k) to your IRA, if you’re using a financial professional to advise you and make recommendations on what you should do with that money, they need to follow that fiduciary standard.
HERERA: Now, you mentioned 401(k)s, IRAs. Is everything covered? How do you know if you’re directly affected or not?
EPPERSON: The interesting thing that changed if the final rule, there’s a potential exemption that you’re given. Best interest exemption. So that some brokers or insurance agents may be able to give you products recommend products they get a commission for, but they’ve got to tell you that. And you have to sign a contract with them that says, they told me, I understand, that there may potentially be a conflict of interest.
HERERA: You think that would have been put into effect before this, but no.
EPPERSON: You would have thought it would have happened a very long time ago, but I think the great think about this rule, even though people are like what, what do I have to know about this — just know what to ask your adviser. Do you follow the fiduciary standard or the suitability standard?
Most important, though, how do you get paid? How are you compensated? The products that you’re suggesting for me, do you get a commission or some type of fee back from the company because you’re suggesting those?
And asking those questions can tell you a lot about whether or not that person is really working in your best interest, and someone you trust and want to work with.
HERERA: All right. Sharon Epperson, thank you so much.
HERERA: Appreciate it.
All right. Coming up, risky business. Will a new venue in Las Vegas that has nothing to do with gambling hit the jackpot?
HERERA: There’s a new venue in Las Vegas, backed by one of the city’s biggest players. There’s a catch, though. It has nothing to do with gambling.
Jane Wells reports on what may be MGM’s riskiest bet yet.
JANE WELLS, NIGHTLY BUSINESS REPORT CORRESPONDENT: The biggest player on the Las Vegas Strip is making a huge bet on winning a ton of money with a $375 million arena where visitors will be able to enjoy just about everything except gambling.
JIM MURREN, MGM RESORTS CHAIRMAN AND CEO: Well, the market needs it. We turn away a lot of great acts every year. People that want to perform but they don’t have the venues.
WELLS: MGM resort CEO Jim Murren has teamed up with AEG CEO Jim Beckerman to finance a bill at T-Mobile Arena, which can seat up to 20,000 people for concerts or other events like the reunion of Guns N Roses this week, and there’s room for an NHL team should hockey owners vote to expand.
DAN BECKERMAN, AEG PRESIDENT & CEO: This is a vibrant entertainment market with so many events coming in, first grand opening period alone, it’s staggering the number of events. So, this will be a good investment.
WELLS: Beckerman’s AEG brokered dozens of naming right deals and sold out all of the luxury suites here, which can go for nearly a quarter million dollars a year., this in a city where gaming is increasingly taking a back seat to entertainment.
Perhaps the most unique element of the new arena, this thing which looks like the Starship Enterprise jutting out. There two in here. They’re areas where the fans can come out to the very edge and take selfies with the action below.
The owners claimed the stadium will still make money even without a sports franchise. But with competitor of Las Vegas Sands (NYSE:LVS) pitching a billion-dollar football stadium plan with help from the public, could Vegas end up with a venue glut?
BECKERMAN: It reminds me a lot of when we went into London and built the 02 in London and we thought, geez, can there be more events? And it really, the new venue creates new events.
MURREN: We own 42,000 hotel rooms here, know this market better than anyone else. And to find a partner like AEG and to build right in our neighborhood, this is as safe a bet as you can make in Las Vegas. And we’ll prove that out in the next year.
WELLS: A safe bet without any betting? Proof, indeed, that what happens in Vegas is constantly changing.
For NIGHTLY BUSINESS REPORT, Jane Wells, Las Vegas.
HERERA: And from Las Vegas to Seattle, which was one of the first cities to raise its minimum wage. The increase which is heading to $15 an hour went into effect about one year ago.
And today, small business owners are in that city talking to Kate Rogers (NYSE:ROG) about wages and other issues they face.
KATE ROGERS, NIGHTLY BUSINESS REPORT CORRESPONDENT: Hundreds of entrepreneurs from across the country hit Seattle Tuesday for CBNC and “Ink” magazine’s iconic tour, to hear from successful entrepreneurs about their own journeys.
Greg Glassman, founder and CEO of wildly popular Crossfit gym and training methods, told the crowd how he went from a college dropout who didn’t fit in at local gyms due to his harsh training style, to creating an empire of 13,000 Crossfit gyms around the world.
GREG GLASSMAN, CROSSFIT FOUNDER & CEO: In the vernacular internally, this became — do the right things for the right people, for the right reasons. And everything will turn out right. And it’s worked well.
ROGERS: There’s no doubt that entrepreneurs want to treat their employees right. Issues like wages weigh heavy on the minds of some business owners, particularly here in Seattle which took pay head-on becoming the first large city to phase in a $15 an hour minimum wage. Other large cities and states from New York to California have since followed suit.
TODD CARDEN, SEATTLE SMALL BUSINESS OWNER: I think being one of the first to really look at the impact on businesses in general was a big learning experience for not only us but probably for the rest of the country as well.
ROGERS: Others are thinking ahead to November with the 2016 election just months away. For some, worker visas and U.S. jobs are key issues.
COURTNEY LEMARCO, SMALL BUSINESS OWNER: The controversy we’re having with immigrant workers is a big issue. I know a lot of businesses because I’m in digital, the digital field. So, I know a lot of companies are outsourcing a lot of the work to other countries. I would like to see that work brought to the United States and kept in the United States.
ROGERS: For others, it’s regulation.
STACY MCCOWEN, SMALL BUSINESS OWNER: I’m really for a candidate that is about small business and the economy and also, you know, abolishing the IRS. That would be great.
ROGERS: No matter the business or location, candidates can count on entrepreneurs paying attention to their every word on the campaign trail.
For NIGHTLY BUSINESS REPORT, I’m Kate Rogers (NYSE:ROG) in Seattle.
HERERA: And before we go, here’s another look at the day on Wall Street. The Dow added 112 points, helped by a 5 percent rise in oil prices and the minutes from the Fed’s last meeting. The NASDAQ gained 76 points and the S&P 500 was up 21.
And that does it for NIGHTLY BUSINESS REPORT for tonight. I’m Sue Herera. Thanks for watching. Have a great evening. We’ll see you tomorrow.
Nightly Business Report transcripts and video are available on-line post broadcast at http://nbr.com. 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) 2016 CNBC, Inc.