Next Groupon CEO will have experience, Lefkofsky says

Groupon has fired its chief executive and the money-losing company faces several challenges, but Executive Chairman Eric Lefkofsky is undeterred. The Chicago-based e-commerce site, he said, is "inches away from greatness."

Lefkofsky, Groupon's co-founder and largest shareholder, speaking to the Tribune in his first public comments since Thursday's ouster of Andrew Mason, declined to discuss specific reasons for replacing Mason, though he pointed out at least one recent management error.

He also sounded as if he now agrees with the widespread sentiment that Mason didn't have the right skills to deal with the company's unique problems: It is global, large, technology-driven and growing fast, but it's also unprofitable, dogged by competitors and under intense scrutiny for its missteps.

Lefkofsky said he looked forward to hiring a CEO "who has experience dealing with the issues we're dealing with … who has been there and done that."

In spite of Groupon's troubles, "the long-term horizon of the company is fantastic," Lefkofsky said.

He'll have to forgive Wall Street if it casts a skeptical eye at his optimism. Even though it's less than 5 years old, Groupon popularized the idea of using the Internet to match local merchants and customers and it is now an established business. A new CEO isn't going to make the company's problems magically disappear.

Groupon is at a crossroads, not just because it has to find a replacement for Mason, the co-founder whose playful, irreverent style set the tone for the company's culture. Groupon faces shrinking consumer interest in its daily deals business that sends online coupons for everything from restaurants to pedicures to inboxes every day. And it has huge problems in its European operations.

Groupon is attempting to evolve its business model beyond daily deals into an ongoing, search-driven local marketplace. But the investment has been expensive. To boost growth, the company launched a separate business selling products at steep discounts. But that retail business has dragged down profit margins.

"While a new CEO may bring better skill sets (particularly in technology or online commerce), we believe that the challenges Groupon faces will only increase," wrote Edward Woo, an analyst at Ascendiant Capital Markets.

Lefkofsky supports the new course Mason had charted with input from him and other members of the board of directors.

In North America, email now drives less than 50 percent of Groupon's transactions. Half of local transaction volume comes from what the company calls its "deal bank," its searchable inventory of deals that are active for longer periods of time.

"This isn't about 'Oh, my God, we're going down the completely wrong road,'" Lefkofsky said. "Largely, the strategy and the business is going to continue down the exact same path it has been on."

He described Groupon as a "pioneer of curated commerce. We're selecting a certain number of deals every day, and then we're serving them out to people, sometimes via email, sometimes via mobile."

But the board decided that as the company enters the next stage of its evolution, the time was right to find "a new CEO that had some of those skills we need long term," Lefkofsky said.

In the interim, Lefkofsky and another director, former AOL Inc. executive Ted Leonsis, will run the company.

"Both (Ted) and I felt the company was inches away from greatness," Lefkofsky said.

That's a stretch judging by the stock market. Groupon's shares are down 75 percent in the 15 months since it went public at $20 a share. On Friday, in reaction to Mason's exit, the stock jumped more than 12 percent to close at $5.10.

While Groupon caught fire as a startup, it has stumbled repeatedly as it has grown. The company made embarrassing mistakes during the process of going public and then faced scrutiny over its accounting methods.

Since going public, Groupon has turned a quarterly profit only once.

In the fourth quarter, its net loss grew to $81.1 million, and the company projected weaker-than-expected operating income for the current quarter.

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Incomes see largest drop in 20 years

U.S. consumer spending rose in January as Americans spent more on services, with savings providing a cushion after income recorded its biggest drop in 20 years.

Income tumbled 3.6 percent, the largest drop since January 1993. Part of the decline was payback for a 2.6 percent surge in December as businesses, anxious about higher taxes, rushed to pay dividends and bonuses before the new year.

A portion of the drop in January also reflected the tax hikes. The income at the disposal of households after inflation and taxes plunged a 4.0 percent in January after advancing 2.7 percent in December.

The Commerce Department said on Friday consumer spending increased 0.2 percent in January after a revised 0.1 percent rise the prior month. Spending had previously been estimated to have increased 0.2 percent in December.

January's increase was in line with economists' expectations. Spending accounts for about 70 percent of U.S. economic activity and when adjusted for inflation, it gained 0.1 percent after a similar increase in December.

Though spending rose in January, it was supported by a rise in services, probably related to utilities consumption. Spending on goods fell, suggesting some hit from the expiration at the end of 2012 of a 2 percent payroll tax cut. Tax rates for wealthy Americans also increased.

The impact is expected to be larger in February's spending data and possibly extend through the first half of the year as households adjust to smaller paychecks, which are also being strained by rising gasoline prices.

Economists expect consumer spending in the first three months of this year to slow down sharply from the fourth quarter's 2.1 percent annual pace.

With income dropping sharply and spending rising, the saving rate - the percentage of disposable income households are socking away - fell to 2.4 percent, the lowest level since November 2007. The rate had jumped to 6.4 percent in December.

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Economic expansion weakest since 2011

The U.S. economy barely grew in the fourth quarter although a slightly better performance in exports and fewer imports led the government to scratch an earlier estimate that showed an economic contraction.

Gross domestic product expanded at a 0.1 percent annual rate, the Commerce Department said on Thursday, missing the 0.5 percent gain forecast by analysts in a Reuters poll.

The growth rate was the slowest since the first quarter of 2011 and far from what is needed to fuel a faster drop in the unemployment rate.

However, much of the weakness came from a slowdown in inventory accumulation and a sharp drop in military spending. These factors are expected to reverse in the first quarter.

Consumer spending was more robust by comparison, although it only expanded at a 2.1 percent annual rate.

Because household spending powers about 70 percent of national output, this still-lackluster pace of growth suggests underlying momentum in the economy was quite modest as it entered the first quarter, when significant fiscal tightening began.

Initially, the government had estimated the economy shrank at a 0.1 percent annual rate in the last three months of 2012. That had shocked economists.

Thursday's report showed the reasons for the decline were mostly as initially estimated. Inventories subtracted 1.55 percentage points from the GDP growth rate during the period, a little more of a drag than initially estimated. Defense spending plunged 22 percent, shaving 1.28 points off growth as in the previous estimate.

There were some relatively bright spots, however. Imports fell 4.5 percent during the period, which added to the overall growth rate because it was a larger drop than in the third quarter. Buying goods from foreigners bleeds money from the economy, subtracting from economic growth.

Also helping reverse the initial view of an economic contraction, exports did not fall as much during the period as the government had thought when it released its advance GDP estimate in January. Exports have been hampered by a recession in Europe, a cooling Chinese economy and storm-related port disruptions.

Excluding the volatile inventories component, GDP rose at a revised 1.7 percent rate, in line with expectations. These final sales of goods and services had been previously estimated to have increased at a 1.1 percent pace.

Business spending was revised to show more growth during the period than initially thought, adding about a percentage point to the growth rate.

Growth in home building was revised slightly higher to show a 17.5 percent annual rate. Residential construction is one of the brighter spots in the economy and is benefiting from the Federal Reserve's ultra easy monetary policy stance, which has driven mortgage rates to record lows. (Reporting by Jason Lange; Editing by Andrea Ricci)
 

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Author tells businesses to be like Mike

CAPTIONS

MJ in 1982
Michael Jordan in his college days with teammates Matt Doherty (44) and Sam Perkins and coach Dean Smith. (AP photo by Robert Willett /October 14, 1982)

By Samantha Bomkamp




Tribune reporter

10:11 a.m. CST, February 27, 2013

An author of a new book has some sage advice for business leaders: Be more like Michael Jordan.

Bruce Piasecki, who penned "Doing More with Teams: The New Way to Winning," says Michael Jordan's long and storied career "is a shining example of how the best teams operate."

Jordan shouldn't be emulated just because of the Bulls star's individual success, the author says, but by the way he showed leadership and helped create a seemingly unstoppable team, meshing with different personalities such as the quiet Scottie Pippen and outrageous Dennis Rodman to create a basketball dynasty.

Those team dynamics are similar in the business world, the author says. And businesses are most successful when they are led by the right leaders and are composed of a mix of people with varying talents, he argues.

Jordan also is held up as an example in other tenets of good business teamwork the author describes.

-- Ego and individual goals have no place on teams.

"When we pin all our hopes on a single individual and ignore the context in which he or she operates, we will be disappointed," he says.

--  Failure is part of winning.

"Leaders must instill in teams a tolerance of losing," he said. "We must convey that failure is a part of life and thus a part of business."

Jordan, who helped the Chicago Bulls win six NBA championships, famously said "I've failed over and over and over again in my life, and that is why I succeed."

The book is set to be released next month but is available for pre-order on Amazon.com.

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What's next for revitalized Chicago Loop?

Michael Edwards has only been in town for a few months, but the new executive director of the Chicago Loop Alliance says the warm reception he's getting makes him feel part of something distinctly Chicago.

There's the strong handshake upon meeting. Direct eye contact. A hearty "Welcome to Chicago," he notes. "It's really a dynamic thing," Edwards says with a laugh. "I get it all the time."

A Buffalo, N.Y., native who took the role in November, Edwards arrived at a crucial time for the alliance, which is charged with representing downtown businesses and promoting the area as a destination to live, work and play. On the rebound from the Great Recession, the Loop is aiming to solidify its place as a hub for businesses, retail and residents — from college students to urban professionals to empty nesters who seek easy access to transportation, Millennium Park and museums.

But the return hasn't been easy. During the economic downturn, vacancies shot up, but a rash of new apartments are under construction in downtown Chicago. Target Corp. filled the long-empty Carson Pirie Scott & Co. storefront with its new urban format on State Street in July, and a few blocks up The Gap will open a new store in the spring. State Street's crown jewel, Block 37, is still trying to land a big tenant to drive more foot traffic to the mall.

Now that vacancies are declining and rents are climbing, Edwards and other civic leaders are aiming to figure out what's next for the business district and State Street retail corridor.

At its annual meeting Tuesday, Edwards and the Chicago Loop Alliance announced development of a five-year strategic plan aimed at clarifying the organization's role in economic development, housing, transportation, tourism, culture and services in the Loop. It's the first ever in the organization's history.

The process will tap input from business owners, elected officials, civic leaders and alliance board members, said Edwards, who held similar positions in Pittsburgh and Spokane, Wash. He replaced executive director Ty Tabing, who left in the summer to head up an economic development organization in Singapore.

The strategic planning process is under way, and a draft is due in June. Oakland, Calif.- based MIG Inc. was hired to assist in developing the new strategy.

With the Loop moving in the right direction, it's time to shift gears and ask residents and business owners what they think of its opportunities and challenges, as well as the role of the alliance, Edwards says.

The need for a new plan is driven in part by Edwards' arrival, but also by the fact that the State Street special service area, one of 44 local tax districts that fund expanded services and programs with a property tax levy, is up for renewal in 2016. The State Street SSA collects about $2.5 million annually.

Part of the planning process will include determining whether the SSA, which is administered by the Chicago Loop Alliance and pays for such services as public way maintenance and district marketing, security and economic development, should be expanded to encompass all of the Loop's business and retail districts, including Dearborn Street and Wabash Avenue as well as North Michigan Avenue, he said.

No decisions have been yet, Edwards said. "We're pretty focused on State Street, but can we provide that level of service to other areas?" he said.

Edwards said the new strategy will also determine whether the alliance, which has an annual budget of about $3.4 million, should take on a larger role as an advocate for the Loop.

"We have a website that's all about our members that gets about 10,000 hits a year, and we need about 2 million hits a year. And we need to control the narrative about what's going on downtown," he said.

With other local organizations such as Choose Chicago and World Business Chicago tasked with touting the region, "Is there a role for us to amplify this notion that we're an authentic American city that's an economic engine for the region?" asked Edwards. "Is there a role for the CLA to help promote that or not?"

If the new focus of the alliance has yet to be determined, Edwards has few opinions. Any new partnerships with other local groups, he said, will have to be formed "organically."

And he predicts the alliance's focus will likely shift to "typical downtown management duties — keeping the area safe and clean," coupled with "a little more economic development sensibility as opposed to an arts sensibility," he said.

For years, the Chicago Loop Alliance has run the PopUp Art Loop program in which public art was showcased in vacant storefronts. But the number of empty retail spaces along State Street has been cut in half, to about six, Edwards said.

Now that State Street has evolved, it's time the alliance's role evolved too, according to officials.

"We're seeing a lot of tremendous opportunities for growth in the Loop, whether it's in retail, new companies coming downtown, new residents or tourism," said Martin Stern, executive vice president and managing director at US Equities Realty and board chairman of the Chicago Loop Alliance.

Added Edwards: "There's a sort of feeling that we need to be more focused, provide more value, provide more leadership."

crshropshire@tribune.com

Twitter @corilyns

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5 of top 15 teaching hospitals in Chicago area

By Peter Frost




Tribune reporter

11:27 a.m. CST, February 25, 2013

Five of the country's top 15 major teaching hospitals are in the Chicago area, according to an annual study released Monday that evaluates performance in 10 categories of publicly available data.

The study, conducted by Truven Health Analytics, the former health care business of Thomson Reuters, listed seven Chicagoland hospitals among the nation's top 100, including four owned by Advocate Health Care.

Researchers evaluated 2,922 acute-care hospitals using information from the federal Centers for Medicare and Medicaid Services, including cost, patient satisfaction and quality measures, such as re-admission rates, patient safety, mortality and medical complications.  Hospitals do not apply or pay for inclusion on the list, which has been produced since 1993.

The seven Illinois hospitals that made the Top 100

• Advocate Christ Medical Center in Oak Lawn


• Advocate Illinois Masonic Medical Center in Chicago


• Advocate Lutheran General Hospital in Park Ridge


• Advocate Good Samaritan Hospital in Downers Grove


• Central DuPage Hospital in Winfield


• NorthShore University HealthSystem in Evanston


• Northwestern Memorial Hospital in Chicago

pfrost@tribune.com | Twitter: @peterfrost

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ComEd chief hopes to spark positive change

Every organization has its low point. For Commonwealth Edison, it was in summer 2011 when a storm left more than 850,000 people without power, some for days.

Customers flocked to the phones for information and were shocked to find that they were not only in the dark, but in the dark ages. They waited on hold for hours, only to hear the same message every 45 minutes. They couldn't find out when their power would be restored, what had caused the outage or how many other people were affected.

Residents raged about ComEd on Facebook and Twitter and to mayors, state representatives, and fire and police departments. Dealing with wires that blocked roadways, nursing homes without power and angry residents with spoiled groceries, these public officials turned back to ComEd — only to receive misinformation or no information at all.

For soon-to-be-instated CEO Anne Pramaggiore, it was a blaring wake-up call: Customers hated the utility.

"We heard our customers loud and clear that summer," Pramaggiore said. "Everything else in the world is instantaneous, and they don't understand why they have to sit and wait without power or information."

Fast-forward to today, and customers can text, call, look online, use an iPhone or Android app or communicate with a ComEd representative on Twitter or Facebook. In less than a year, the company's smartphone app has generated more than 1 million transactions and 59,000 downloads.

"We're on a mission to improve service to our customers," said Pramaggiore, 54.

The good news is that the company has nowhere to go but up. Since 1999, ComEd has consistently ranked among the worst utilities in the Midwest for customer satisfaction in surveys conducted by The American Customer Satisfaction Index and J.D. Power and Associates.

Two months ago, the company had zero pending complaints for the first time in its history after working its way out of backlog in "the thousands," according to Miguel Ortega, director of customer technology and support for ComEd.

"Anne gets it," he said. "I've been around for quite a while. I've been through a lot of CEOs. She has made it a priority to put the customer in every aspect of our business, which is a huge cultural change."

The shift comes at a time when ComEd's parent company, Exelon Corp., is squeezing its three regulated utilities for revenue. The money Exelon receives for producing its mostly nuclear-powered electricity is not what it once was because of increased competition from natural gas and wind.

As a regulated utility that is paid by customers to deliver electricity regardless of which supplier they choose, ComEd is in a position to provide a steady, predictable stream of income to its parent if it can garner support from the General Assembly to pass legislation that will benefit its bottom line. But to get there, Pramaggiore must convince legislators — the same ones who have spent years fielding complaints from constituents about ComEd's abysmal service — that the company can change.

Legislation related to funding the so-called smart grid, passed into law in 2011 as part of the Energy Infrastructure Modernization Act, is making its way through Springfield and is worth about $1 billion to ComEd.

Within four years, Pramaggiore wants the utility that customers love to hate to be the utility that customers actually like, a plan she has spent countless hours communicating to every employee in the company.

"Whether you'll love your utility, I don't know. It's not the kind of business you ultimately love," said David Kolata, executive director of the Citizens Utility Board consumer advocacy group, a frequent opponent of ComEd. "We are encouraged and do think generally that her heart is in the right place. She does want to transform the company. Will that play out? It's too early to tell."

Inspires trust

While Pramaggiore's lawyerlike ability to boil down complex regulatory issues is impressive, her power lies in her charm. Gracious and savvy, she laughs easily and often, winning over opponents with humility and a down-to-earth speaking style that inspires trust.

Gloria Castillo, a personal friend of Pramaggiore and president of Chicago United, said her ability to listen is one of her greatest assets.

"Anne is really one of the highest-ranking women in energy anywhere in the country, but you never get the feeling that she thinks about herself in a way that's different," she said. "She's so striking. She has a unique ability to be so present in a conversation."

Indeed, Pramaggiore, a soccer mom who fits in at a Paul McCartney concert as easily as in a contentious hearing in Springfield, is disarming in her remarkable ability to appear unremarkable. She described her childhood in Dayton, Ohio, as a "quiet, suburban upbringing with good schools," with a father who was a civil engineer and a mom who was president of the local PTO.

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Promise, peril seen for crowd-funding investors

Crowd funding is widely seen as a revolutionary idea.

A 2012 federal law known as the JOBS Act opens the door to allowing small, privately owned businesses to market ownership stakes in their ventures to people over the Internet.

Companies will be able to sell up to $1 million in equity a year to ordinary investors without having to register the offering with the Securities and Exchange Commission or state regulators.

Before the average person can use crowd funding to stake a claim in a startup, the SEC still must draft rules that the Obama administration hopes will result in U.S. businesses growing and adding jobs. At the same time, the securities cop needs to include safeguards that protect less sophisticated individual investors drawn to inherently risky startups.

That's why equity crowd funding under JOBS, or Jumpstart our Business Startups, has some longtime regulators and securities lawyers squirming.

"It can be an invitation for fraudsters to steal money," Matthew Brown, a Katten Muchin Rosenman lawyer, said last month at a CFA Society of Chicago event at 1871, a center for digital startups in Chicago.

But Brown also noted that equity crowd funding also democratizes small-business financing, a process that historically has given access mostly to wealthier — or, as they're known in high-finance circles, "accredited" — investors.

"The world has changed dramatically, and who's to say who is smarter than anyone else?" Brown added.

Many existing crowd-funding platforms such as Kickstarter don't sell equity stakes in businesses to average investors. Rather, they give consumers the chance to donate money to an enterprise or to get an early or discounted crack at a new product. Since Kickstarter's launch in April 2009, more than $450 million has been pledged by more than 3 million people funding more than 35,000 projects, the New York-based company's website says.

Their acceptance suggests that consumers are willing to engage with companies on a deeper level. As such, enabling unaccredited consumers to invest in companies in small increments online has promise and could become part of the fundraising "ecosystem," says one Chicago entrepreneur.

Abe's Market, a Chicago-based e-commerce site selling natural and organic products from more than 1,000 suppliers, said it would consider crowd funding under the JOBS Act, saying it and its vendors have "die-hard fans" and "a core group of customers" who might like to invest in their vision.

Last month, Abe's raised $5 million from Carmel Ventures, Index Ventures, Beringea and Accel Partners, a Groupon backer. New backers include OurCrowd, a crowd-funding site for accredited investors.

"If you can get passionate people to invest in your business, you're not just gaining investors, you're gaining evangelists," Abe's Chief Executive Richard Demb said. "The challenge for any consumer brand is: How do you find not just customers, but the right customers who are going to tell their friends?"

But there would also be potential headaches for companies raising equity financing through crowd funding, he said.

"You have to make sure that expectations would be set fairly, that no one is putting their life savings into the investment, and that they don't also come back and become a challenge to manage as the business grows," Demb said. "You don't want someone who invested $250 to come back and say, 'I don't think we should expand to the West Coast.'"

Safeguards for average investors exist in the JOBS Act. They include capping nonaccredited individuals' crowd-funding investments at $2,000, or 5 percent of annual income or net worth of less than $100,000, whichever is greater.

Snapclass, launched a few weeks ago at 1871, provides software enabling businesses to provide training online. Co-founder Scott Mandel, who has financed the company himself, doesn't expect to take advantage of equity crowd funding in the future and instead would seek, say, venture capital funding.

"Not all checks are the same," said Mandel, previously a trader and professional poker player. "I'd want someone who could add more than just the cash, such as connections and experience and help with things that I'm not an expert in."

One of 1871's fastest-growing startups is MarkITx. It recently raised $1.2 million from wealthy individuals in its first fundraising round, has seven employees and is looking to add sales jobs. It's an online exchange for businesses wanting to buy and sell used information technology equipment, from iPads to Oracle servers.

"For us, it wouldn't be the sole way to raise money, but it definitely is a viable vehicle to look at raising money," MarkITx partner Marc Brooks said of equity crowd funding under the JOBS Act.

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16 airport investors show interest in Midway

An international array of airport investors and operators have shown interest in developing bids to privatize Midway Airport, the city announced Friday evening.

Sixteen parties responded to the city's "request for qualifications" by a 4 p.m. deadline, indicating they had interest in leasing, operating and improving the Southwest Side airport, the nation's 26th busiest, with about 9 million passengers passing through annually.

"The response generated from the  ... process is encouraging and provides the city with a sense of the strong level of interest in a potential lease," said Lois Scott, the city's chief financial officer. "We must evaluate fully if this could be a win for Chicagoans."

The city and its advisers will review the responses to identify qualified potential bidders.

Of the 16, seven had both the operational and financial capabilities sought in the RFQ. The city identified them as:

-- ACO Investment Group, an investor and operator with global airport experience.

-- AMP Capital Investors Limited, a manager and investor in airports, including Melbourne Airport in Australia and Newcastle Airport, in Britain.

--  Corporacion America Group, an Argentina-based airport operator with 49 airports in seven countries.

-- Global Infrastructure Partners (GIP), which is the controlling investor and active manager of London City Airport, London Gatwick Airport and Edinburgh Airport.

--Great Lakes Airport Alliance, which is a partnership of Macquarie Infrastructure and Real Assets and Ferrovial. Its airport operations include London's Heathrow, Brussels Airport and Copenhagen Airport.

-- Incheon International Airport and Hastings Funds Management, which is the sole owner and operator of Incheon International Airport in South Korea and an investor with 16 airport-related investments.

--  Industry Funds Management and Manchester Airport Group, an investor with interests in 13 airports, including Melbourne Airport and Brisbane Airport, both in Australia, and operator of Manchester Airport and East Midlands Airport, in Britain.

If the city moves forward and seeks proposals, a privatization plan could be submitted to the City Council this summer.

This is the second time Chicago has looked at privatizing Midway. A 99-year lease that would have brought in $2.5 billion died in 2009 when the financial markets froze. That deal had drawn six serious bidders.

Mayor Rahm Emanuel has said any second attempt would have to provide city taxpayers with a better deal than the widely criticized 75-year agreement to privatize parking meter operations, carried out during former Mayor Richard Daley's administration. Proceeds from the earlier deal were used to plug operating deficits, and meter rates rose sharply.

This time, proposed leases must be less than 40 years, which locks in the city for a shorter period.

Rather than making only an upfront payment, the private operator also must share revenue with the city on an ongoing basis. Initial proceeds would be used to pay down debt issued since 1996 to rebuild the airport, the mayor's office said. There is about $1.4 billion in outstanding debt.

Longer term, cash flow would be directed to city infrastructure needs. The mayor has pledged proceeds would not be used to pay for city operations.

kbergen@tribune.com

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United takes Dreamliner off schedule until June

The All Nippon Airways Dreamliner 787 arrives at Mineta San Jose International Airport. (Gary Reyes/San Jose Mercury News/MCT / January 22, 2013)

Staff and wire report

1:35 p.m. CST, February 21, 2013

The parent company of United Airlines says it is taking the Boeing 787 off its schedule through June 5 for all but one of its routes.

United Continental Holdings Inc. said it still plans to use the 787 on its flights between Denver and Tokyo's Narita airport starting May 12. It had aimed to start that route on March 31.

United, currently world's largest airline and the only U.S. customer for the 787, said the timing of that reinstatement will depend on resolution of the Dreamliner's current issues.

The 50 Dreamliners in commercial service were grounded worldwide last month after a series of battery-related incidents including a fire on board a parked plane in the United States and an in-flight problem on another jet in Japan. United had only been flying the plance since November.

Sources told Reuters earlier this week that Boeing Co. has found a way to fix the battery problems that involves increasing the space between the lithium ion battery cells.

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OfficeMax, Office Depot agree to merger

Office Depot to buy Office Max as an attempt to compete with Staples.

Office Depot Inc. and Naperville-based OfficeMax Inc. confirmed Wednesday that they're planning to merge but left some key questions about the deal unanswered.

The all-stock deal calls for Office Depot to issue 2.69 new shares of common stock for each outstanding common share of OfficeMax. But officials declined to say where the newly merged company would be headquartered, who would sit in the CEO seat or even what it would be called.

OfficeMax CEO Ravi Saligram and Office Depot CEO Neil Austrian presented a united front during a Wednesday conference call with analysts, taking turns to explain the specifics of the deal.

"It takes two to tango," Saligram said. "Lo and behold, Neil and I have decided to tango."

The announcement of a merger, which Saligram said would "create a stronger, more global, more efficient competitor," put to rest years of speculation about a deal. The merger would unite the No. 2 company in the stationery and office supplies industry, Boca Raton, Fla.-based Office Depot, with the No. 3 company, OfficeMax, headquartered off Interstate 88.

A merger between the two chains "has made sense for years," Credit Suisse analyst Gary Balter wrote in a note this week.

Market leader Staples also would benefit from a merger, BB&T Capital Markets analyst Anthony Chukumba said.

"Clearly, you can't make this deal work unless you close a bunch of stores," he said. "Store rationalization is long overdue, and Staples will clearly benefit from just having fewer stores to compete with."

OfficeMax, with about 29,000 employees, operates 978 stores, including 10 in the Chicago area. Office Depot has about 39,000 employees and operates 1,675 stores, including seven in the Chicago area.

The two CEOs wouldn't say how many stores would be closed, but Balter has predicted about 600.

If the merger is completed, the company's board would have an equal number of directors chosen by Office Depot and OfficeMax. Based on Wednesday's stock closing price, the deal's value is about $976 million.

The combined company would have $18 billion in sales and achieve $400 million to $600 million in savings over three years, according to company officials.

Office Depot shareholders would own about 54 percent of the company and OfficeMax shareholders 46 percent.

It was not clear, though, whether those stockholders would be satisfied with the deal. One of OfficeMax's largest shareholders, Neuberger Berman, said this week that it would support a deal, depending on the terms.

The deal also is subject to approval by regulatory agencies, including the Federal Trade Commission.

Officials declined to say who would lead the combined business or where it would be located once the "merger of equals" is completed, likely by the end of the year.

"During the appropriate times ... our board will make the right decision," OfficeMax's Saligram said. "Now, we're independent companies, and we've got to go through lots of processes."

Saligram and Austrian will be considered to lead the company, but until a leader is chosen, they will remain in their positions.

"From the time we started talking, Ravi and I have grown very fond of each other. It's very clear we can work well together," Austrian said.

Their proposed partnership didn't begin well. The announcement of the planned merger was buried in an earnings release posted prematurely on the Office Depot website early in the morning, then quickly removed. The companies recovered, and about 8:30 a.m., they issued a joint statement announcing the proposed merger.

The mishap will likely be investigated by stock exchanges and regulatory organizations, according to a Chicago financial attorney.

"I am highly confident that the New York Stock Exchange, the Nasdaq and the Securities and Exchange Commission will be looking very closely at who pulled the trigger, who knew about this, and was this in good faith?" James McGurk said.

McGurk said he was not suggesting wrongdoing.

"When you think about it, you have two boards, lots of investment advisers, lawyers, and deals break down at the last minute. Are there lots of ways it could happen? Sure," he said.

OfficeMax shares closed Wednesday down 91 cents, or 7 percent, at $12.09. Shares of Office Depot closed down 84 cents, or nearly 17 percent, at $4.18.

Reuters contributed.

crshropshire@tribune.com

Twitter @corilyns

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OfficeMax, Office Depot shares soar on merger talk

Shares in Naperville-based OfficeMax Inc. soared 20 percent Tuesday on a report it is in advanced merger talks with Office Depot Inc.

And Office Depot shares were up 9 percent after the Wall Street Journal reported the two companies were in advanced discussions, citing person familiar with the negotiations, with a deal possible as early as this week.

Currently, the deal is expected to be structured as a stock-for-stock transaction, the person said.

Neither company responded to requests seeking comment.

One of OfficeMax's top shareholders, Neuberger Berman, said it would support a merger with Office Depot depending on terms of the deal, according to a portfolio manager at the firm.

Responding to media reports, Benjamin Nahum of Neuberger Berman, told Reuters in an interview that his preference would be for OfficeMax to declare a special dividend before merging with Office Depot. "In our view this would facilitate a fair deal."

Neuberger Berman said OfficeMax shareholders should be compensated for "the balance sheet strength that we bring to this combined entity."

The news came months after the investment firm called on the third-largest U.S. office supply chain to return money to shareholders in the form of a dividend or share repurchases and raised the specter of a proxy fight next year if the retailer fails to comply.

According to Thomson Reuters' data, Neuberger Berman owns 4.76 percent of OfficeMax, making it the third-largest shareholder of the Naperville company.

OfficeMax is expected to report its quarterly earnings on Thursday.

While the pair up had been rumored for years, one analyst said Monday that he believed a deal was less likely after a report last week that Office Depot is in talks to sell its remaining 50 percent stake in its Mexican operations.

Scott Tilghman, an analyst with investment firm B. Riley & Co. said that similarities in the pair’s U.S. and Mexican operations were thought to be a cornerstone of the consideration to combine.

But even if Office Depot does sell its Mexican stake, Tilghman said a deal would still make sense as both companies struggle to gain traction against competitor Staples Inc. and sites like Amazon.com.

By combining, the pair could cut costs by shedding stores and streamlining operations without having to raise prices. Tilghman estimates the companies could get rid of 20 percent of their combined stores and still hold onto customers.

Both companies have struggled in recent years from declining revenue in their retail stores. In OfficeMax’s most recent quarter, it was able to grow net income by cutting costs despite lower revenue. Slumping retail sales were somewhat offset by OfficeMax’s U.S. contract business, where it works directly with businesses to help operate more efficiently and reduce office expenses.

If combined, OfficeMax and Office Depot, the world’s second and third largest office products companies by revenue, would still not eclipse the segment’s largest business, Staples Inc.

Office Depot, based in Boca Raton, Florida, has 1,675 stores world-wide, annual sales of about $11.5 billion and some 39,000 employees, the Journal said. OfficeMax, operates roughly 900 stores in the United States and Mexico, generates about $7 billion in annual sales and has 29,000 employees, the Journal said.

Shares of OfficeMax closed at $13, up $2.25 Tuesday on the New York Stock Exchange. Shares of Office Depot rose 42 cents to close at $5.02.

- Samantha Bomkamp and Reuters contributed to this report

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Cubs seek big payday on TV rights

While the Chicago Cubs and rooftop owners debate proposed stadium billboards, a much more lucrative revenue source is in the team's sights.

Officials confirmed Monday that the team plans to begin renegotiating its broadcast rights agreement with WGN-TV, putting nearly half of its televised games in play after the 2014 season and opening the door to a potentially imminent payday that could help fund proposed Wrigley Field renovations.

The Cubs and WGN-TV have a broadcast partnership that dates to 1948 and a history that is inextricably linked. With baseball rights fees soaring in recent years, due in part to the creation of exclusive team cable channels, there is much at stake for both. Last month, the Los Angeles Dodgers launched their own cable sports network, striking a deal with Time Warner Cable that will pay the team a reported $7 billion to broadcast its games over 25 years.

The Cubs couldn't create their own cable channel until 2020.

For now, Cubs games are split between Comcast SportsNet Chicago and WGN-TV, earning the club about $60 million in annual broadcast rights fees combined, according to sources close to the situation. The CSN deal runs through 2019 and includes the White Sox, Bulls and Blackhawks as partners. Comcast owns about 30 percent of the network.

The White Sox on Monday declined to discuss the future of their broadcast rights.

The Cubs get about $20 million to air 70 games each year on WGN. They have decided to exercise a renegotiation option with the Tribune Co.-owned station, seeking to boost those revenues for the 2015 season and beyond. WGN will have a chance to retain those rights, but other media players are likely to get a shot as well.

"WGN has the ability to retain those rights through 2019, provided that they're willing to pay fair market value," said Cubs spokesman Julian Green. "That's a discussion for WGN and the Cubs to have together."

Based on the $60 million revenue fee for combined broadcast rights, the Cubs get about $400,000 per game, far below the market value potentially set by the Dodgers. Under their reported new deal, the Dodgers will be getting about $280 million per year, or about $1.8 million per game.

"It doesn't surprise me that the Cubs are going to look at all available options out there, including Comcast and everybody else who might be interested in their rights," said Jim Corno, president of Comcast SportsNet Chicago. "Sports content is extremely valuable. It's DVR-proof. Not many people are going to DVR a Dodgers game or a Bulls game or a White Sox game if they can watch it live. The advertiser can buy spots knowing that the chances are very slim that people are not going to watch my commercials because they're going to fast-forward through them."

The Ricketts family inherited the broadcast agreements as part of their 2009 purchase of the Cubs from Tribune Co., owner of the Chicago Tribune and WGN-TV. The $845 million deal — then the highest in Major League Baseball history — included Wrigley Field and a 25 percent stake in Comcast SportsNet Chicago.

Since then, valuations have soared, due in no small part to skyrocketing broadcast rights. Last March, an ownership group led by Chicago financier Mark Walter, CEO of Guggenheim Partners, paid a record $2.15 billion to buy the Dodgers out of bankruptcy. In January, the team announced the launch of its own regional sports network with Time Warner Cable beginning in 2014.

For the Cubs, who are looking to offset a proposed $300 million renovation of 99-year-old Wrigley Field with some new outfield billboards, the broadcast rights issue is a significant opportunity. Experts say there are plenty of options to improve on the current deal, including the possibility of upfront payments that secure partial rights through 2019, and a full standalone network beginning in 2020.

In a statement, Tribune Co. signaled it was willing to consider competing to keep the Cubs on WGN.

"WGN-TV has enjoyed a tremendous relationship with the Cubs and their fans since 1948," Tribune Co. spokesman Gary Weitman said in a statement Monday. "It is a relationship that we are proud of, and one that brings Cubs baseball to fans throughout Chicago and across the country. We're looking forward not only to the upcoming 2013 season, but also to working with the Cubs on baseball broadcasts in the future."

Tribune Co. shows games on both WGN-Ch. 9 and the national cable channel WGN America. While Tribune Co., which is under new management, is looking at programming options for WGN America that include original shows, sources say the company is likely to want to keep the Cubs in its lineup.

Green said the Cubs plan to talk to different parties about where the slate of games currently broadcast by WGN will be seen.

"I think there are a number of options that will certainly present themselves as we talk about this with WGN and other partners throughout the year," the Cubs spokesman said. "But at the end of the day, any final result needs to be a result that benefits the organization and most importantly, the baseball team."

The rise in sports rights fees is being passed along to cable and satellite operators, who in turn are raising monthly fees for customers, whether they watch the games or not. There is some speculation that the Dodgers deal proves to be a tipping point in which cable operators rebel by threatening to drop those sports networks.

Not everyone agrees that the Dodgers deal represents the ceiling of what broadcast rights fees are worth. Corno said that if the Dodgers sale and the new deal for the team's baseball network seemed outrageously expensive now, they likely will seem in retrospect to have been fairly priced, or even a bargain.

"In 25 years, when this deal is up, people will not be talking about how expensive the Dodger deal is," he said. "Because somebody else will have cut a deal in a major market with a major team that will make this deal look like Time Warner got a heck of a deal."

rchannick@tribune.com

Twitter @RobertChannick

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U. of C. Medicine's leader gears up for challenges

Nearly every morning, before 7 a.m., Dr. Kenneth Polonsky is dropped off near the Lakefront Trail on Chicago's South Side, a few steps from Lake Michigan.

He carries no briefcase, wears no suit and has no cup of coffee, the standard trappings of his executive contemporaries.

Instead — at least in the winter — he's covered in high-tech running gear, leaving only a small patch of skin around his eyes exposed to the weather. The outfit, he muses, must raise suspicions among cab drivers.

"It's 6:30 in the morning, it's dark and can be, maybe, 10 degrees outside," he says. "When I ask the driver to drop me by the side of (the road), they must think, 'What's going on with this guy? There's something funny here.'"

Twelve months a year, through heat waves, cold snaps, rain, sleet and snow, the top official at University of Chicago Medicine starts most mornings running 5 miles to work.

It's a routine that reflects lessons learned from decades of studying diabetes and treating patients with the disease and one he pairs with watching his diet "like a hawk." The daily run also is a vehicle for the cerebral 62-year-old M.D. to contemplate the challenges that lie ahead.

There are many, starting with the massive transformation of the way medical care is paid for and delivered as part of President Barack Obama's 2010 health care overhaul.

Polonsky also faces cuts to research funding that flows to the Pritzker School of Medicine through the National Institutes of Health and growing financial pressure from Illinois' Medicaid program, the federal-state health insurance program that serves a substantial percentage of the hospital's South Side patients.

All this while christening and trying to pay for a $700 million, 1.2 million-square-foot new hospital, a 10-story, boxy, modernist structure that towers above a campus better known for its ubiquitous, early-20th-century red-roofed Gothic buildings.

The hospital, dubbed the Center for Care and Discovery in the absence of a donor willing to lay down $50 million for naming rights, is scheduled to open Saturday.

With 240 private patient rooms, 28 supersize operating rooms and seven advanced imaging rooms, the hospital will specialize in neuroscience and the treatment of cancer and gastrointestinal diseases.

But even what is supposed to be a celebratory, clink-the-glasses moment for Polonsky and the university has been sullied by controversy.

An estimated 50 protesters entered the hospital on a Sunday afternoon in January, holding placards and using a megaphone to voice their displeasure that such a costly facility was not outfitted with a trauma unit.

University police with batons were videotaped shoving protesters to the ground. Four were arrested in the melee.

Polonsky said the system is re-evaluating its role in trauma care, "a legitimate question for discussion and debate and one we are looking at again in detail."

Managing this issue will be a major test of Polonsky's leadership in 2013 and will occur against the backdrop of the largest upheaval to the health care industry in a generation.

"We're in a really vulnerable situation at the moment; there's no question about it," Polonsky said of the shift under way in health care. "But that's one of the reasons I'm interested in my job. I believe I can impact a series of big issues."

Many people, he said, go through life wondering whether what they're doing is worthwhile or significant in the big picture of things.

"I'm very fortunate to never, ever have had that problem," Polonsky said.

A boy in South Africa

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Daley turns focus toward Gary

Richard M. Daley has kept a low profile since leaving office in 2011.

That doesn't mean he has lost interest in urban issues. The former mayor has turned his attention in a surprising direction, beyond Chicago's borders to one of the most intractable urban tragedies in America: the collapse of Gary, Ind.

"I always believe no part of America should be forgotten, and I think Gary has been forgotten," Daley said.

Daley is using his influence at the University of Chicago, where he is a distinguished senior fellow, to push a modest but growing amount of manpower toward Gary Mayor Karen Freeman-Wilson.

With guidance from Daley and Freeman-Wilson, University of Chicago graduate students are trying to figure out what to do with Gary's abandoned buildings and how to promote greater use of technology to help the city accomplish more with less, among other projects.

The hope is that the students will go on to help other cities after graduation. If successful, the U. of C.-Gary partnership could be replicated in other industrial towns grappling with decline.

Gary spans about 55 square miles, nearly a quarter of the size of Chicago. Yet the steel town's population has plummeted to an estimated 80,000, meaning the city has lost about half its people since 1960. The city's problems have mounted, including abandoned buildings and homes, sagging infrastructure and a declining budget to pay for services.

Outsiders have tried to fix Gary since at least the Lyndon B. Johnson administration. Freeman-Wilson, a former Indiana attorney general, judge and Harvard College and Harvard Law School graduate, has reinvigorated Gary's renewal efforts. And she's unafraid to ask for help.

Immediately after winning the 2011 Democratic primary, Freeman-Wilson called Daley for advice. They met, and Daley invited her to be the first guest speaker at his lecture series at the University of Chicago's Harris School of Public Policy, where Daley has a five-year appointment.

This quarter, 11 students from the university's public policy, business and social services schools are getting course credit for working on projects for Gary.

"It was Mayor Daley's idea," Freeman-Wilson said as she rode from a meeting on Chicago's West Side to Gary. "I had always envisioned getting the support and work from (University of Chicago Law School) alums, because there were issues around codes and things of that nature. It was not until the mayor came up with the idea of using students from the (Harris) School of Public Policy that I said, 'Oh yeah, that would work. That would work very well.'"

Daley does not teach a class at the University of Chicago. He runs an occasional lecture series.

Carol Brown, his last policy chief at City Hall, leads the program and the class, which is called the "Urban Revitalization Project: City of Gary, Ind." Grants from the Chicago-based Joyce and MacArthur foundations help pay administrative costs, including Brown's salary and that of a part-time assistant.

Last quarter's class was divided into three project teams. One team is cataloging Gary's abandoned buildings, which are magnets for crime and eyesores that further depress surrounding property values. Another is trying to recruit pro bono legal and consulting services for the city. And a third is trying to craft a strategy to clean up front stoops and empty lots one block at a time. This quarter's class also is tackling untapped funding opportunities and economic development.

Freeman-Wilson said a major benefit of the partnership is the fresh ideas from students "who aren't jaded by the limitations of government, whereas a 20-year employee might say, 'Oh, no, we can't do that in government because we don't have X, Y and Z.'"

Already their work has prompted more widespread use among Gary employees of a technology that stores and analyzes geographic data. City workers are now using the technology to map potholes, fallen tree limbs and illegal dump sites. That way work crews can be dispatched to neighborhoods where the problems are most severe.

"This partnership encourages urban planners to think broadly about regions instead of cities — greater Chicago instead of the city of Chicago," said Stephen Paul O'Hara, a historian at Xavier University who wrote a book about Gary.

The students operate as consultants. They gather best practices and ideas from cities around the country and then recommend a course of action. At the end of each 10-week quarter, students present their recommendations to Daley, Freeman-Wilson and their staffs. Their grades are based on those presentations and supporting reports.

"I will tell you, it never stops getting nerve-wracking," second-year graduate student Jocelyn Hare said of presenting to Daley. "But it gets easier."

Last spring, Hare, 32, responded to an email seeking student volunteers to conduct preliminary research to test the idea of a partnership. Hare then interned for the city of Gary during the summer. The Harris school paid her $15 an hour. She then enrolled in the first class in the fall and again this winter, when it was opened to graduate students outside of Harris for the first time.

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Billionaire Sears CEO reveals lower Gap stake

Sears CEO Edward Lampert has upped his stake in Gap Inc. (Spencer Platt / Getty Images)

By Corilyn Shropshire




Tribune reporter

5:20 p.m. CST, February 15, 2013

Sears Chairman and CEO Edward Lampert has reduced his stake in The Gap Inc., according to security filings.

Lampert shed roughly 4 percent of his shares in the San Francisco-based retailer by Dec. 31, 2012, according to documents filed Thursday with the Securities and Exchange Commission.  He currently holds 25.3 million shares, personally and through his investment groups, ESL Partners, RBS Partners, LP and ESL Investments.

In 2012, Lampert reported that he held a 9.3 percent stake or 45.2 million shares.

Lampert is the billionaire hedge fund manager who engineered the merger of Sears and Kmart in 2005.  Since then, Sears has struggled to maintain its place with years of declining sales and executive changeover.  The company has focused on building loyalty rewards program and online business which officials said grew by 20 percent last year. 

Shares of The Gap, which also operates brands Banana Republic, Old Navy, Piperlime and Athleta closed up nearly 5 percent at $32.87 on Friday, in part due to news about Lampert’s boosted interested in the retailer and on speculation that Uniqlo-owner and Japan-based Fast Retailing, Ltd.  is also interested in the retailer.

The Gap has been on an upswing beating analysts estimates with holiday and January sales.  The retailer said sales in stores open at least were up 8 percent to $1.13 billion in January. 

Lampert, who has several retail holdings including Columbus, Oh-based Big Lots Inc., also decreased his interest Fort Lauderdale-based AutoNation, Inc. by about $13.5 million to $34.5 million and purchased 844, 926 shares of Pleasanton, Calif-based Safeway Inc. 

crshropshire@tribune.com | Twitter: @corilyns

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Buffet, 3G to buy Heinz for $23B

Warren Buffett's Berkshire Hathaway and private equity firm 3G Capital will buy ketchup and baby food maker H.J. Heinz Co for $23.2 billion in cash, a deal that combines 3G's ambitions in the food industry with Buffett's hunt for growth.

Including debt assumption, Heinz valued the transaction, which it called the largest in its industry's history, at $28 billion. Berkshire and 3G will pay $72.50 per share, a 19 percent premium to the stock's previous all-time high. Heinz shares actually rose slightly above the offer price, although Buffett cautioned he had no intention of raising his bid.

Analysts said the deal could be the first step in a broader wave of mergers for the food and beverage industry.

"Maybe for the consumer staples group in general this may start some talk about consolidation. Even corporate entities are flush with cash, interest rates are low, it would seemingly make sense," Edward Jones analyst Jack Russo said.

Companies like General Mills and Campbell Soup - itself long seen as a potential Heinz merge partner - rose on the news.

BUFFETT HUNTING GROWTH

The surprise purchase satisfies, at least in part, Buffett's hunt for growth through acquisition. He was frustrated in 2012 by the collapse of at least two deals in excess of $20 billion and said he might have to do a $30 billion deal this year to help fuel Berkshire's growth engine. In this case, Berkshire is putting up about $12 billion to $13 billion cash, Buffett told CNBC, leaving it ample room for another major transaction.

Berkshire Hathaway already has a variety of food assets, including the Dairy Queen ice cream chain, chocolatier See's Candies and the food distributor McLane. Buffett, famed for a love of cheeseburgers, joked he was well acquainted with Heinz's products already and that this was "my kind of deal."

It does represent an unusual teaming of Berkshire with private equity, though; historically, Buffett's purchases have been outright his own. He and 3G founder Jorge Paulo Lemann have known each other for years, and Buffett said Lemann approached him with the Heinz idea in December. One Berkshire investor said he had mixed feelings about the deal because of the limited growth prospects domestically.

"We're a little hesitant on the staple companies because they don't have any leverage in the United States," said Bill Smead, chief investment officer of Smead Capital Management in Seattle. But at the same time, he said, Buffett was likely willing to accept a bond-like steady return even if it was not necessarily a "home run."

3G EXPANDS

For 3G, a little-known firm with Brazilian roots, the purchase is something of a natural complement to its investment in fast-food chain Burger King, which it acquired in late 2010 and in which it still holds a major stake. Lemann, a globe-trotting financier with Swiss roots, made his money in banking and gained notoriety for helping to pull together the deals that ultimately formed the beer brewing giant AB InBev.

3G's Alex Behring runs the fund out of New York. He appeared at a Pittsburgh news conference on Thursday with Heinz management to discuss the deal - and to reassure anxious local crowds that the company will remain based there and will continue to support local philanthropy.

But at the same time, Behring said it was too soon to talk about cost cuts at the company. Unlike Berkshire, which is a hands-off operator, 3G is known for aggressively controlling costs at its operations.

PITTSBURGH ROOTS Also to be determined is whether CEO Bill Johnson would stay on. Only the fifth chairman in the company's history, Johnson is widely credited with Heinz's recent strong growth.

"I am way too young to retire," he told the news conference, adding that discussions had not yet started with 3G over the details of Heinz's future management.

The company, known for its iconic ketchup bottles, Heinz 57 sauces as well as other brands including Ore-Ida frozen potatoes, has increased net sales for the last eight fiscal years in a row.

Heinz said the transaction would be financed with cash from Berkshire and 3G, debt rollover and debt financing from J.P. Morgan and Wells Fargo. Buffett told CNBC that Berkshire and 3G would be equal equity partners.

Heinz shares soared 19.9 percent, or $12.06, to $72.54 on the New York Stock Exchange. A week ago the stock hit a long-term high of $61 a share - near records it set in 1998 - having risen almost 5 percent this year and nearly 12 percent since the beginning of 2012.

The deal is also a potential boon for new U.S. Secretary of State John Kerry, whose wife Teresa is the widow of H.J. Heinz Co heir John Heinz.

Kerry's most recent financial disclosures from his time in the U.S. Senate show a position in Heinz shares of more than $1 million, although the precise size is unclear.

Centerview Partners and BofA Merrill Lynch were financial advisers to Heinz, with Davis Polk & Wardwell LLP the legal adviser. Moelis & Company was financial adviser to the transaction committee of Heinz's board and Wachtell, Lipton, Rosen & Katz served as its legal adviser. Lazard served as lead financial adviser. J.P. Morgan and Wells Fargo also served as financial advisers to the investment consortium. Kirkland & Ellis LLP was legal adviser to 3G Capital, and Munger, Tolles & Olson LLP was legal adviser to Berkshire Hathaway.

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Sources: American, US Airways boards approve merger

The boards of AMR Corp and US Airways Group Inc each met on Wednesday to approve a merger that would create the world's largest airline with an expected market value of around $11 billion, people familiar with the matter said.

The all-stock merger, which is set to be announced early on Thursday, would finalize the consolidation of legacy U.S. air carriers that helped put the industry on a more solid financial footing.

AMR's bankruptcy creditors will own 72 percent of the combined airline, which will do business under the American Airlines brand and be based in Fort Worth, Texas, the people said. US Airways shareholders will own the rest.

The board approval came after AMR's unsecured creditors committee, which includes all three of AMR's major unions, met earlier on Wednesday to approve a proposed merger agreement, the people said.

The merged company will have a board of 12 members: four from US Airways including its chief executive Doug Parker, three from AMR including chief executive Tom Horton and five to be designated by the AMR creditors, two of the people said.

That will shrink to 11 members in 2014 after Horton steps down following the combined company's first annual meeting, the person added. Parker becomes chief executive of the new airline.

AMR's unsecured creditors are expected to be made whole on their claims in the form of stock in the merged company and also get accrued interest, the people said. AMR's shareholders will get a small equity stake as well, they added.

All the sources asked not to be named because the matter was not public. US Airways declined to comment while AMR representatives could not be immediately reached for comment.

The deal comes more than 14 months after the bankrupt parent of American Airlines filed for bankruptcy in November 2011, and would mark the last combination of legacy U.S. carriers, following the Delta-Northwest and United-Continental mergers.

A tie-up with US Airways would create the world's top airline by passenger traffic and help American and US Air better compete with United Continental Holdings and Delta Air Lines.

Some $11 billion valuation of the combined American-US Airways compares to the roughly $12.4 billion market capitalization for Delta, and $8.7 billion for United Continental.

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Chicago leads nation in gas-price spikes

Drivers in Chicago are seeing a painful rise in gas prices get even worse this month.

The average price of regular unleaded in the Chicago metro area on Tuesday is $3.93, according to AAA. That's up 12 cents from a week ago. A month ago, the average was $3.42. Statewide, the average is about $3.79, up 8 cents from last week and 46 cents last month.

Prices are rising at pumps across the country, too, but not as dramatically. The national average is $3.60, up about 7 cents from a week ago and 30 cents higher than this time last month.

It's not typical to see gas price spikes at this time of year. Demand is typically low and picks up in the spring before driving season. And in general, gas is cheaper to produce in the winter because refineries can use less expensive blends.

The main reason for the spike is the higher price of crude oil. The price of oil has gone from around $85 a barrel in December to around $97 now because of improving economic certainty as the country moved past the election and the fiscal cliff deadline, according to energy analyst Phil Flynn. It's also being driven by better-than-expected growth in China, the world's second largest economy.

Prices in the Chicago area are typically some the highest in the nation, but the cost of a local fill-up is accelerating at almost double the national rate.

Flynn attributes this to a number of refinery issues in the region. Some scheduled maintenance at refineries -- where gasoline and other products are produced from oil -- occurred earlier than usual, which cut off some supply, affecting prices. Many close at this time of year to start the switchover to lower-emission summer blends of gasoline.

Besides a major overhaul of BP's Whiting refinery, the largest supplier of gasoline to Midwest markets, that's believed to be driving prices higher, a fire temporarily shut down a refinery in northwest Ohio.

AAA, which tracks daily gasoline prices around the country, predicts they will continue their rapid climb as local refinery issues continue into the beginning of peak driving season.

Flynn is more optimistic.

He believes that once the major Whiting refinery overhaul is complete later this year, gas prices will stabilize.

"I'm probably in the minority but I think we are starting to see some light at the end of the tunnel," he said.

sbomkamp@tribune.com | Twitter: @SamWillTravel

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Maker's Mark lowering proof to meet demand

Maker's Mark announced it is reducing the amount of alcohol in the spirit to keep pace with rapidly increasing consumer demand.

In an email to its fans, representatives of the brand said the entire bourbon category is "exploding" and demand for Maker's Mark is growing even faster. Some customers have even reported empty shelves in their local stores, it said.

After looking at "all possible solutions," the total alcohol by volume of Maker's Mark is being reduced by 3 percent. Representatives said the change will allow it to maintain the same taste while making sure there's "enough Maker's Mark to go around." It's working to expand its distillery and production capacity, too.

Maker's Mark, made by Deerfield-based Beam Inc., said it's done extensive testing to ensure the same taste. It says bourbon drinkers couldn't tell the difference. It also underscored the fact that nothing else in the production process has changed.

"In other words, we've made sure we didn't screw up your whisky," the note said.

Rob Samuels, chief operating officer and grandson of Maker's Mark Founder Bill Samuels, Sr., said this is a permanent decision that won’t be reversed when demand for bourbon slows down. Samuels said that bourbon has gone from the slowest growing spirits category to the fastest over the last 18 months, driven by growth overseas and demand from younger drinkers. An average bottle of Maker’s Mark takes six and half years to produce from start to finish, and since the company doesn’t buy or trade whiskey, it’s been impossible to keep up. 

The first bottle of Maker's Mark, with its signature red wax closure, was produced in 1958.

Beam is the country's second-largest spirits company by volume. It also makes Jim Beam, Sauza tequila and Pinnacle vodka. It's still dwarfed by industry-leading Diageo, the London-based maker of Smirnoff, Tanqueray, Captain Morgan and Johnnie Walker.

It's a tough time to take a risk with one of its oldest and most popular brands. Beam has promised that 25 percent of sales will come from new products, a difficult goal to attain but a critical one for investor confidence.The move met some backlash on social media sites, where some said they would boycott the bourbon if the company went ahead with its plans.

Many also complained that they'd rather see an increase in its price than a decrease in the alcohol. But observers say that by raising the price, Beam would have hurt itself by positioning Maker's Mark to compete against its own higher end brands like Basil Hayden's.

sbomkamp@tribune.com | Twitter: @SamWillTravel

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