The perfect background noise…

06m.jpgUsually, I have something on in the background — music, the TV, my dog snoring — as I plow through the filings. But last night, I stumbled across the perfect combination — the 1980s cult movie classic Polyester (classic line: are you my little fleshpot?) followed by Hedwig and the Angry Itch on IFC. Maybe it’s just coincidental, but that combination of background noise produced a bumper crop of interesting things.

At the top of the list was the preliminary merger proxy filed by CheckFree (CKFR) yesterday. Footnoted regulars may remember that I bemoaned missing out on the one-day sale the day before CheckFree’s purchase by Fiserv (FISV) was announced. Poking through the background of the merger section, you learn that CheckFree and Fiserv’s top two executives began talking about a potential deal the start of the year, but that nothing came of it at first. It wasn’t until late May/early June that CheckFree hired Goldman Sachs (GS) to begin shopping the company around, a time frame that coincides with an uptick in interest in CheckFree shares, especially around July 24, when CheckFree notes that “Fiserv submitted an indication of interest to CheckFree”, which was followed the next day by a meeting of CheckFree’s board. Another coincidence, we’re sure.

Negotiations continued over the next few days until Fiserv offered $48. But they had a condition (in addition to the usual due-diligence stuff): CheckFree’s executives had to “enter into amendments to their retention agreements with CheckFree”, which, we now know led to the retention agreements just before the deal was announced. Those agreements covered 9 executives. Then, on Aug. 2, the day the deal was announced, CheckFree amended the agreements with 6 of those executives so that they can’t just cut and run because they no longer have a specific title. The execs can leave 90 days after the first anniversary, however. And there’s no indication of what happens to the 3 execs who signed just before the deal was announced, but were not included in the Aug. 2 amendment.

See what a little trashy TV can lead too?