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Tom Taulli
California - http://taulli.com

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

The Carlyle Group, which is a top private equity firm, got its start by making deals in the government and defense sectors (back in the 1980s). In fact, its co-founders have extensive federal government experience.

Well, the firm is going back to the future. That is, Carlyle announced a $2.54 billion purchase of Booz Allen's government consultancy (for a majority stake). Apparently, both sides have been working on the transaction since the beginning of the year.

The Booz Allen unit has roughly 18,000 employees and has mega clients, such as the NSA, Department of Homeland Security, the World Bank and the Department of Defense. Essentially, the unit had little synergy with the core business of Booz Allen, which is focused on commercial management consulting. But, of course, there should be lots of strategic value for Carlyle's portfolio of businesses.

And, the Booz Allen government unit has been a strong business, especially in light of the rise of global terrorism.

Something else: this is yet another sign that the buyout market is beginning to improve.

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

The meager IPO market has been tough for the private equity crowd. After all, this is a key way for them to make big returns for their investors.

But Thursday, a private-equity-backed firm -- Verso Paper (NYSE: VRS) – hit the public markets. The company priced 14 million shares at $12 each. Unfortunately, by the end of the trading day, the stock was at $10. The company originally wanted to issue 18.8 million shares at a price range of $16-$18.

Verso's private equity sponsor is Apollo Global Management LLC, which bought the company back in 2006.

The company is a major supplier of coated papers for catalog and magazine publishers. Some of the customers include Condé Nast Publications, National Geographic Society, Avon Products and Sears Holdings

However, with high energy prices and pesky inflation, Verso's industry has come under much pressure. As a result, there have been a variety of mill closings from the competition, which should ultimately help the survivors. What's more, Verso has built a low-cost structure.

But as seen with Verso's stock performance Thursday, it's not a story Wall Street is interested in right now.

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

While at the recent Digital Hollywood conference, I heard much talk about online video. And the main question was: How can you make money from it?

Well, Accenture (NYSE: ACN) is trying to find some ways. In fact, this week, the company agreed to purchase Origin Digital (the amount was not disclosed).

The privately-held firm calls itself a "global video applications service provider." That is, the company helps with the key elements of managing, syndicating and reporting digital content – across various platforms, such mobile, VOD, IPTV, broadband, and so on.

Accenture already has a Digital Media Service division. But, with Origin Digital, there will definitely be much more heft as well as opportunities for cross-selling.

All in all, this seems like a good fit for Accenture. After all, Corporate America realizes that online video has many benefits in terms of obtaining customers, education, and branding. Yet, it's a process that does require some deep domain expertise.

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

At the Warrillow conference – which focuses on small business – I saw how a variety of companies are making attempts to enter social media.

Take CDW, which is a mega information technology (IT) distributor. About a year ago, the company launched Conduit. Basically, it is a social networking site focused on small business IT pros.

According to Lauren McCadney – who heads up the effort – the site has grown organically, as members have connected with each other to solve problems. This is important since small companies usually have one or two IT pros in their organization. So yes, things can get isolated and loney.

But there were risks. After all, user-generated content can be tricky. What if members make bad comments about CDW?

"Members have good manners on the site," said McCadney. "It hasn't been a problem." In fact, there is a separate section, called CDW Talk, where members can vent.

Conduit has also found ways to monetize things, such as through sponsorships. For example, there is a makeover contest; that is, a small business can win up to $50,000 in services and support from Intel (NASDAQ: INTC), Hewlett-Packard (NYSE: HPQ) and Microsoft (NASDAQ: MSFT).

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

Back in the Roaring 1980s, Carl Icahn was known as a prototypical corporate raider as he went hostile on a myriad of old-world companies such as B. F. Goodrich and American Can.

Now, in his early 70s, Icahn hasn't slowed down much. Funny enough, these days he's targeting tech companies, like BEA, Motorola (NYSE: MOT) and, of course, Yahoo! (NASDAQ: YHOO). Hmmmm... maybe these companies have become bloated and mature -- just like the laggards of the 1980s?

Perhaps so. After all, Icahn's strategy is to agitate for change, such as for cost cutting, share buybacks and higher dividends.

As for his pursuit of Yahoo (which involves a proxy fight), it's certainly a gutsy play. Simply put, there's no guarantee that Microsoft (NASDAQ: MSFT) will come to the table again. So far, the company is doing a good job in showing disinterest.

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

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

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

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

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

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

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

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

Maybe not.

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

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

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

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

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

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

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

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

Perhaps a smart strategy is to make big acquisitions?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Now, they may be willing to fund the deal.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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