DealBook: In Last-Ditch Bid, Pfizer Offers $119 Billion for AstraZeneca

Pfizer has again raised its offer for AstraZeneca, making what it said was a final effort to bring the giant British drug maker to the negotiating table.

The latest offer, made Sunday evening, is worth about $119 billion. It comes after AstraZeneca's rejection of several private and public offers from Pfizer.

If AstraZeneca rebuffs Pfizer's offer again, the American company may abandon its pursuit of a merger. Pfizer has said it would not make a hostile offer for AstraZeneca, and would pursue only a friendly deal.

The new offer represents a 45 percent premium over AstraZeneca's share price before news of Pfizer's interest became public. Under British takeover laws, Pfizer has until May 26 to make a formal offer. Otherwise it must walk away.

The ball is now in AstraZeneca's court. A rejection of the offer — and the threat that Pfizer would abandon its effort — could cause the British company's stock price to tumble.

AstraZeneca did not respond to the latest offer on Sunday night.

The push for what would be the pharmaceutical industry's biggest deal in more than a decade has set off debates on both side of the Atlantic.

In the United States, where Pfizer has long been a stalwart of American innovation and success, the discussion has centered on the company's effort to use the deal as a means to reincorporate overseas.

By acquiring AstraZeneca, Pfizer would be able to conduct a so-called inversion, redomiciling in Britain, where it would pay a lower tax rate, potentially saving $1 billion or more a year.

Pfizer is the largest and best-known company to try such a move, and lawmakers in Washington have responded by preparing legislation that would curtail inversions. Senator Carl Levin, Democrat of Michigan, was expected to introduce his bill this week.

In Britain, AstraZeneca has figured strongly in the political debate, as lawmakers from all the major parties, facing a national election next year, express concerns about the potential loss of jobs in the event of a Pfizer takeover.

Indeed, even though AstraZeneca has not agreed to a deal, Pfizer's chief executive, Ian C. Read, has nonetheless appeared before parliamentary committees to defend his company's pursuit.

AstraZeneca employs about 6,700 people in Britain, a fraction of its total 51,500 employees worldwide. Nonetheless, British lawmakers are concerned because Pfizer closed a plant in Sandwich, England, in 2011, leading to the loss of 1,500 jobs. Pfizer has committed to keeping open an AstraZeneca research center being built in Cambridge, England.

"We stand by our unprecedented commitments to the U.K. government," Mr. Read said in a statement on Sunday.

Coming in about 15 percent above Pfizer's previous offer, the latest proposal would give AstraZeneca shareholders 1.747 shares of the combined company, and 24.76 pounds in cash for each of their shares. That would value each share of AstraZeneca at about £55, or about $92.50.

Still, Pfizer expressed skepticism that AstraZeneca was prepared to agree to a deal.

"We have tried repeatedly to engage in a constructive process with AstraZeneca to explore a combination of our two companies," Mr. Read said. "Following a conversation with AstraZeneca earlier today, we do not believe that the AstraZeneca board is currently prepared to recommend a deal at a reasonable price."

Pfizer said it approached AstraZeneca on Friday with a slightly lower offer than the one announced on Sunday. But AstraZeneca said that offer, worth about £53.50 a share, "substantially undervalued" the company, according to Pfizer's statement.

In response, Pfizer made what it said was its final offer on Sunday. Under the offer, Pfizer shareholders would own 74 percent of the combined company, with AstraZeneca shareholders owning 26 percent.

A sweetened offer had been expected. After being turned down for a second time publicly, Pfizer last week said it would consider making a higher offer, and encouraged AstraZeneca's board to engage in deal talks.

Pfizer began approaching AstraZeneca earlier in the year, but was told that the company was not interested in a deal. Last month, Pfizer went public with an offer for about $99 billion, mostly in stock. This month, it raised its bid to about $106 billion. AstraZeneca has turned down all offers, saying they undervalue the company.

Mr. Read has continued to press his case. In a recent series of videos outlining his argument for a merger, he said AstraZeneca investors would be wise to accept an offer.

It allows AstraZeneca shareholders to "get an immediate benefit from the cash that we would pay them, it allows them to participate in a very strong combined company with great cash flows and great portfolio, and it allows a very efficient allocation of capital by my company," he said.

Both Pfizer and AstraZeneca face challenges. Pfizer, the maker of drugs like Viagra and Lipitor, is facing declining revenue and profit as some of its most popular drugs lose patent protection.

AstraZeneca, while it has a promising pipeline of cancer drugs, is also facing struggles with patent expirations and slowing revenue.

Should Pfizer succeed in acquiring AstraZeneca, it would be the capstone to a recent flurry of mergers and acquisitions among drug makers.

"We remain ready to engage in a meaningful dialogue," Mr. Read said, "but time for constructive engagement is running out."

Chad Bray contributed reporting.

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This post has been revised to reflect the following correction:

Correction: May 18, 2014

An earlier version of this article misstated the value of Pfizer's latest offer. It is $119 billion, not $116.5 billion.

A version of this article appears in print on 05/19/2014, on page B1 of the NewYork edition with the headline: In Last-Ditch Bid, Pfizer Offers $119 Billion for AstraZeneca.

13.07 | 0 komentar | Read More

Bits Blog: After European Court Decision, Google Works on a Tool to Remove Links

LONDON – Google will announce by the end of the month a mechanism for consumers to request that links to information about them be removed from the company's search engine, a leading European regulator said on Thursday. It was one of the first signs that Google was working through how to operate after a court ruling said consumers could make such requests.

Ulrich Kühn, ​head of the technical department at Hamburg's data protection regulator, one of Germany's leading data protection agencies, said that the details of the mechanism still had to be finalized. But a basic online tool for people to ask Google to take down potentially harmful links would be in place in about two weeks, he said.

"They are trying to come up with something that users can use to lodge complaints about specific links," Mr. Kühn said. "It will be rolled out across Europe for all citizens."

Google would not comment on when the mechanism would be online or how the tool would work.

In a statement, the company said the ruling on Tuesday by the Court of Justice of the European Union would have implications for how the company handles requests for information to be taken down.

"This is logically complicated," Google said in a statement. "As soon as we have thought through exactly how this will work, which may take several weeks, we will let our users know."

The decision by Europe's top court to allow individuals to demand that Google take down links in certain instances has been seen as a landmark case in the Continent's push toward increased data privacy.

The court's ruling centered on the so-called right to be forgotten, which would allow people to ask Google to remove links to certain online information about themselves. Unlike the United States, Europe places almost equal emphasis on the right to privacy and the right of freedom of expression.

The judges ruled that search engine is a "controller" of individuals' data within the European Union, which means that the search engine must comply with the Continent's privacy rules. Previously, the company had been viewed as a mere "processor" of online data, which allowed it to circumvent local data protection laws.

European data protection authorities say that since the ruling on Tuesday, the number of complaints from people seeking ways to take down online links to their past activities has increased.

Mr. Kühn said his office had received almost 20 complaints from Germans since Tuesday. On average, two people had contacted the authority each week before the Google court decision.

"The ruling took us by surprise," said Mr. Kühn, who contacted Google on Wednesday to find out how it would adjust to the court's decision. "The court has cemented the right to be forgotten into European law."

13.07 | 0 komentar | Read More

India Ink: Live-Blogging the Vote Count in India

Over five weeks and nine phases, 550 million votes were cast in the massive Indian parliamentary elections that will usher in a new government. On Friday, India Ink is following the vote count with regular updates.

2:00 A.M. A Video of B.J.P. Celebrations

A video by Amey Polekar for The New York Times from outside the B.J.P. headquarters in Delhi, where party workers and supporters celebrated with firecrackers and a band from Uttarakhand played the drums.

1:58 A.M. B.J.P. Coalition Leading in 315 Seats

Out of 520 seats counted, the B.J.P. and its pre-poll allies are leading in 315 seats as of 11:27 a.m., according to the Election Commission.

1:53 A.M. An Aam Aadmi Party Supporter in Delhi Keeps the Faith

At the Aam Aadmi Party headquarters in Delhi, where Arvind Kejriwal gave his famous resignation speech just three months ago, Inderjit Sachdeva, an auto-rickshaw driver came from the city of Narela, 40 kilometers away, and he doesn't plan on working today. "I just want to be here with the other A.A.P. faithful," he said. He spoke about his commitment to the Aam Aadmi Party, and his faith that it would win the next Delhi state assembly elections.

"The biggest thing is that we've driven out Congress," he said. "The B.J.P.'s marketing team won this election. From tomorrow Kejriwal should start his national campaign and be even louder. And definitely in the coming Delhi elections we'll get a pure majority. I have no doubt."

— Max Bearak

1:47 A.M. Congress Party Chief Minister in Assam Said To Resign

In Assam, the Press Trust of India reports that the state's chief minister, Tarun Gogoi, will resign, taking full responsibility for the Congress party's debacle in the state. As of 11:10 a.m., the Congress party is leading in only three out of 14 seats, a traditional stronghold state for the party. The B.J.P., which had won four seats in 2009, is now leading in seven.

1:37 A.M. Young Voters Are Coming Out for B.J.P.

Ellen Barry of The New York Times wrote that a wave of new voters are coming out for the B.J.P. in India, voters too young to be affected by previous blots on the party's reputation.

But Mr. Modi seemed to benefit from changes in the electorate. Nearly 100 million new voters were registered ahead of this vote, including a vast influx of young people, and turnout broke all previous records, hitting 66.4 percent.

Compared with their elders, these young voters were unmoved by the decade-old history of the Gujarat riots, which had prompted many Western governments, including the United States, to impose visa bans on Mr. Modi. They also proved far less emotionally bound to the Nehru-Gandhi dynasty, which has served as the backbone of the Congress party since India won its independence, surviving the wrenching assassinations of two of its members.

Shekhar Gupta, editor of The Indian Express, a daily newspaper, called them "post-ideological Indians."

"These people are born after Indira Gandhi's assassination," he said. "For a lot of them, the 2002 riots are not even a faint blur. What is imprinted on their memory is five years of nongovernance, and a massive loss of white-collar jobs. Once you have gotten used to 7 percent growth, to go down to 4.5 is a real recession."

1:31 A.M. Expert Weighs In on Numbers

On Monday, exit polls predicted anywhere from 249 to 340 seats for the B.J.P.-led alliance, but the tallies could be higher.

Karthik Shashidhar, resident quant specialist at the Takshashila Institution, credited the "Modi wave" in the cluster of states known as the Hindi heartland.

I think the exit and opinion polls were very conservative about the estimates of the Bharatiya Janata Party. It's therefore interesting to see that the B.J.P. is doing much better than what was predicted for them in the opinion and exit polls.

I think the Modi wave is very much present especially in the Hindi heartland states like Uttar Pradesh, Rajasthan and Madhya Pradesh. The Congress party, at this stage, is likely to dip below 100 seats.

— Vishnu Varma

1:21 A.M. B.J.P. Coalition Above 280

Though the Election Commission has the B.J.P. leading in 257 constituencies, with the party's major pre-poll partners it has a lead in more than 280 constituencies as of 10:45 a.m., which is above the majority mark.

1:16 A.M. B.J.P. Leads So Far in 250 Constituencies

The Election Commission is reporting that the B.J.P. leads in 250 seats out of a total 485 counted as of 10:39 a.m. If the party maintains this lead, it will be very close to the 272 seats needed for a majority. The Congress Party is leading in a mere 49 seats. The Congress Party has never dipped below 100 seats in India's independent history. Its lowest tally was 114 seats in 1999, when it lost the election to the B.J.P.

1:10 A.M. Empty Congress Party Headquarters in Mumbai

Contrast the celebrations at B.J.P. headquarters with the desolation at the Congress Party headquarters in Mumbai.

Congress office in Mumbai is deserted http://t.co/q7DVreLmkn

— Mansi Choksi (@mansi_choksi) 16 May 14

1:07 A.M. B.J.P. in Varanasi Jubilant as Modi Takes the Lead

In Varanasi, the Election Commission is reporting that Mr. Modi is leading Mr. Kejriwal by almost 20,000 votes as of 10:30 a.m. Party workers continue to celebrate at the Varanasi B.J.P. headquarters.

More people dancing to dholak outside BJP office in Varanasi. #IndiavotesNYT http://t.co/2RhrznV5qT

— Betwa Sharma (@betwasharma) 16 May 14

12:40 A.M. B.J.P. Leading in Delhi Count

The B.J.P. is leading in all the seven seats in the national capital. Harsh Vardhan is leading by 36,843 votes in Chandni Chowk according to the Election Commission totals as of 10:27 a.m. The Aam Aadmi Party is trailing second in all seven constituencies. If the Aam Aadmi Party wins no parliamentary constituencies in Delhi, it will be a stunning defeat for a party that defied all expectations in the state assembly elections in December and went on to lead the state government here. In a story in April, Vaibhav Vats wrote that the Aam Aadmi Party has lost its momentum.

But the Aam Aadmi Party may regret its failure to seize the opportunity to make a larger imprint in this election. A series of strategic errors cost the party momentum, and its national campaign was diminished by recklessness, an absence of clear strategy and overweening ambition.

In April, The New York Times profiled candidates in the Chandni Chowk constituency.

12:45 A.M. Surprise Guests at B.J.P. Headquarters

Also, there were some elephants; photo by Amey Polekar for The New York Times.

Look, who were attracted by the Ladoos at the BJP headquarters in New Delhi: http://t.co/vVyYcD5uEW

— Malavika Vyawahare (@MalavikaVy) 16 May 14

12:41 A.M. Puja at B.J.P. Headquarters in Delhi

From Amey Polekar for The New York Times, a puja outside B.J.P. headquarters.

A puja in progress outside the BJP headquarters in New Delhi: http://t.co/Z2BiSsstzG

— Malavika Vyawahare (@MalavikaVy) 16 May 14

12:34 A.M. Mamata Banerjee's Party with Big Lead in West Bengal

The Trinamool Congress party is leading in 19 out of 26 constituencies counted so far in the state of West Bengal, as of 10 a.m. according to the Election Commission. The Trinamool Congress party chief, Mamata Banerjee, has come under fire after thousands of investors lost money in a Ponzi scheme.

12:22 A.M. B.J.P. Supporters in Times Square, New York

Earlier this evening in New York, B.J.P. supporters lined up in Times Square.

Via WhatsApp : "Live Coverage of Indian Elections Results at Times Square, New York" http://t.co/Vh4END1lWr

— Hiren Kotwani (@HirenKotwani) 16 May 14

12:18 A.M. Strong Showing For the B.J.P. in Early Counting

As of 9:42 a.m. Indian time, the Election Commission is reporting tallies so far for more than half the seats (339) — the B.J.P. leads in 183 constituencies, and the Congress Party in just 39.

12:14 A.M. Indian Markets Jump Early, Hitting Record Highs

Both the benchmark stock indexes hit record highs in early trading on Friday. The Sensex surged 1,053.82 points, or 4.4 percent, to hit 24,959.42, and the 50-share Nifty benchmark ascended 313.75 points, or 4.4 percent, to reach 7,436.90 points, shortly after markets opened

India's stock markets have been experiencing a particularly bullish run in expectation of a decisive mandate. After exit polls forecast that the opposition Bharatiya Janata Party would secure more than 272 seats out of the 545-seat Lok Sabha, or lower house of Parliament, giving it a governing majority, the benchmark Indian stock indexes rose to then-record highs on Tuesday.

However, exit polls have been proven to be wrong in past elections, and analysts expect a high degree of volatility in the stock market as election results are announced in stages on Friday. On Thursday, India's central bank governor, Raghuram Rajan, said the Reserve Bank of India had created "prudential contingency plans" to deal with volatility in the markets and would "infuse liquidity if needed."

— Neha Thirani Bagri

12:11 A.M. B.J.P. in Varanasi Says Modi Win "A Given"

In the B.J.P. office in Varanasi, where the contest between the Congress Party, the B.J.P. and the Aam Aadmi Party has turned into a symbolic fight between party leaders in the ancient holy city, a B.J.P. spokesperson, Nalin S. Kohli, articulated the differences between the B.J.P., through the leadership of Mr. Modi, and the Congress Party.

"There is a lot of hope and expectations given what we have seen in terms of price rise, unemployment, economic decline, women's security — basically a lack of governance on the part of Congress and U.P.A.," he said, referring to the United Progressive Alliance, led by Congress. "People saw in Modi the hope of development and good governance. It is with a degree of humility that I say Modi will win conclusively from Varanasi and that's a given."

— Betwa Sharma

12:00 A.M. At the B.J.P. Office in Varanasi, Chants For Modi

From Betwa Sharma in the crucial constituency of Varanasi, where Arvind Kejriwal is hoping to defeat Narendra Modi in an upset. She reports that B.J.P. workers are jubilant and flashing victory signs, and the B.J.P. is leading in 20 constituencies out of the 33 counted so far in the state of Uttar Pradesh, as of 9:35 a.m.

"Modi Modi" workers start chanting and clapping at the BJP office in Varanasi. #IndiaVotesNYT http://t.co/EWUdqFzv8d

— Betwa Sharma (@betwasharma) 16 May 14

11:57 P.M. A History of Instability In Parliament

One thing to watch in the election results is whether a coalition will need to seek more parties in order to form a government. In India's democratic history, the lower house of Parliament, or Lok Sabha, has dissolved four times when a temperamental coalition partner withdrew.

Incidentally, this has never happened to the Indian National Congress party, which leads the current government and is widely expected to be trounced Friday.

Here's a chronological look at some of the tumultuous parliamentary elections in the recent past and what they mean for Friday's results:

1990: Chaos prevailed when a coalition of opposition parties formed the government and lost the support of the Bharatiya Janata Party after just a year. V.P. Singh was succeeded as prime minister by Chandra Shekhar, who was in power for only six months before he lost the support of Congress, and fresh elections were held.

1996: After the nationwide violence precipitated by the destruction in 1992 of an ancient mosque in Ayodhya in Uttar Pradesh, the Bharatiya Janata Party, led by Atal Bihari Vajpayee, had become a political pariah. With 161 seats, it was the single largest party, but it was not able to attract any major coalition partner. After 13 days of failed efforts, Mr. Vajpayee resigned as prime minister, making his term the shortest in India's history.

Congress supported a Third Front leader, H.D. Deve Gowda, who resigned after 11 months. After one more attempt by a third party to rule the country, fresh elections were held.

1998: Mr. Vajpayee's party once again won a majority, but again lost its coalition after 13 months. This time it was because Jayalalithaa Jayaram, the chief minister of Tamil Nadu, withdrew as a coalition partner by inviting Sonia Gandhi, the Congress party matriarch, to tea. The B.J.P. scrambled, but in the end lost the government by a single vote.

1999: Fresh elections were held. This time, the B.J.P. not only won but retained its majority, and Mr. Vajpayee completed his term in 2004.

What does all this have to do with the count on Friday? If Congress is indeed headed for a crushing defeat as exit polls and analysts widely predict, it is important to remember that non-Congress parties have historically had difficulty keeping the peace with temperamental coalition partners. If the B.J.P. is headed for a majority, the margins will be key. If the B.J.P. and its allies retain close to 272 seats on their own, a stable government is likely. But if it's much less, coalition partners will be crucial to a government's longevity.

— Hari Kumar

11:55 P.M. Modi Leads in Gujarat

In Mr. Modi's home state of Gujarat, the B.J.P. is leading in 20 out of the 22 constituencies counted according to the Election Commission. Mr. Modi is leading by 132,901 votes in the constituency of Vadodara as of 9:23 a.m., according to the Election Commission.

11:50 P.M. Congress Leader Says It Looks Bleak

Television anchors have started questioning party leaders about early trends. In the first comments from the Congress Party, senior leader Abhishek Manu Singhvi told NDTV that the party would not concede defeat till 11 a.m., by which time party leaders hoped things would be clearer. "I agree that it looks bleak," Mr. Singhvi said.

As of 9:18 a.m. Indian time, the Election Commission is reporting that the B.J.P. is leading in 112 seats and the Congress Party in just 35, out of a total of 220 seats.

11:43 P.M. Before The Markets Open, An Economist Advises Caution

The Indian stock markets will open soon. While the Indian markets have been soaring to record highs on the anticipation of a change in leadership, analysts warn that the optimism might be overestimating the impact of a new government on India's struggling economy.

Leif Lybecker Eskesen, chief economist for India and Southeast Asia at HSBC Global Research in Singapore, said in a phone interview:

It's important not to over-estimate how much impact the elections will have on the Indian economy in the short term. Essentially what has slowed down growth in India are structural factors and the lack of progress on the implementation of economic reforms. A new government, even one with a strong mandate, cannot instigate immediate change on either front.

It's going to take a while before you can line up structural reform and economic reform and get them through the political machinery, and implement them and they begin to have an effect on growth. The economy will not see much of a recovery in the current fiscal year. I think it's going to by the next fiscal year that we begin to see the impact of the changes made post election.

It's also important not to underestimate the impact of the elections from the medium-term perspective, say three years down the road, if a new government gets sufficient progress on structural and economic reforms over the next one to two years.

It is important for a new government to demonstrate that it has the political willingness to move forward with economic reforms. In the first couple of months of the new government it would be key for the new leadership to make progress on some key economic reforms that have been lingering for a while, such as implementing the goods and services tax, liberalizing foreign direct investment into the economy and taking the Land Acquisition Bill through.

— Neha Thirani Bagri

11:39 P.M. A General in Ghaziabad

The former army chief General V.K. Singh looking busy at his campaign office in Ghaziabad, Uttar Pradesh. His competition is Raj Babbar, a popular former Bollywood actor for the Congress Party, and Shazia Ilmi of the Aam Aadmi Party.

Tracking the results with my team at Ghaziabad.. http://t.co/pajkhQCRqM

— Vijay Kumar Singh (@Gen_VKSingh) 16 May 14

11:33 P.M. AAP With the Lead In Four Seats in Punjab

The Aam Aadmi Party is leading in four seats in Punjab according to the Election Commission.

11:26 P.M. Election Commission Results–B.J.P. Leading in 28 Seats

Votes from the electronic voting machines are being counted. The Election Commission of India is reporting that as of 8:55 a.m. Indian time, the B.J.P. is leading in 34 seats, the Congress Party in 11.

11:12 P.M. Modi leading in Varanasi

CNN-IBN reports in a tweet that Mr. Modi is leading in Varanasi and Sonia Gandhi, the matriarch of the Congress Party, in Rae Bareli, Uttar Pradesh.

11:06 P.M. Security at B.J.P. HQ

Journalists are already staking out B.J.P. headquarters, where security is tight and where party workers, anticipating a win, ordered 300 kilograms of sweets.

Massive security at BJP HQ at Ashoka Road #MintElections #Results2014 http://t.co/4FpsNIjCs4

— Tarun Shukla (@shukla_tarun) 16 May 14

10:58 P.M. Graphic Explainer

As we wait for the votes to be counted, here's a helpful graphic explainer that the Carnegie Endowment produced. One of the best parts is the graphic that explains the relationship between the voters, the lower and upper houses of Parliament and the president, a relationship that's confusing even to those born here.

10:57 P.M. Postal Ballot Counting

Counting for the postal ballots has started. NDTV reports that the Bharatiya Janata Party-led alliance is leading in 48 constituencies out of 89 constituencies counted so far. The Congress Party's alliance is leading in 22 constituencies.

10:48 P.M. Regional Calculus

There are 545 lawmakers in India's lower house of Parliament, 543 of which are elected by voters. Any party gaining 272 of those seats, by itself or with allies, wins a majority, though a single party hasn't accomplished that feat since 1989. In a piece from Chennai in April, Ellen Barry of The New York Times wrote about this delicate arithmetic, and Mr. Modi's need to engage local politicians like Jayalalithaa Jayaram, the chief minister of Tamil Nadu.

But his path to the prime minister's office will depend on a familiar group of secondary politicians: regional satraps whose leverage derives from their ability to form or break a coalition government. Unless the B.J.P. wins the 272 seats necessary to govern alone, Mr. Modi will probably need the support of at least one of the "three ladies," a formidable group of horse-traders that includes Ms. Jayaram; Mamata Banerjee, the leader of West Bengal; and Mayawati, a former leader of Uttar Pradesh.

10:23 P.M. Scenarios for the Next Government

As the Election Commission counts the votes for 543 parliamentary constituencies, India Ink readers would do well to remember that anything could happen.

Exit polls released Monday have predicted a solid victory for a Bharatiya Janata Party-led alliance, but exit polls have been spectacularly wrong before. Any party or coalition of parties must gain 272 seats in the Lok Sabha, or lower house of Parliament, to achieve a majority and form a government.

Here are the possible scenarios for the next government:

1) The B.J.P. and its current allies — three major parties and about two dozen smaller parties — may cross the majority mark on their own. In that case, the president of India will invite the leader of B.J.P.'s parliamentary party to form the government.

2) The B.J.P. and its allies may fall short of a majority but still emerge as the single largest coalition. Around the 240-seat mark, it would become necessary for the coalition to corral powerful regional players. In this case, the president would invite the leader of the coalition to form the government. The coalition would have to prove on the floor of the Lok Sabha that it has a majority by the president's deadline.

The B.J.P. would then meet with smaller parties and strong regional leaders to get their support, which would likely include some deal-making, especially regarding cabinet positions. Jayalalithaa Jayaram's party in Tamil Nadu and Mamata Banerjee's in West Bengal are considered two important but mercurial players in this scenario.

3) If the B.J.P. and its allies fall significantly short of a majority and fail to come up with enough additional partners on the floor of the Lok Sabha, the president would ask the Indian National Congress-led government to continue while he starts a dialogue with other big parties.

An alternative coalition could be formed by the Congress party or by a so-called Third Front, a group of parties that doesn't include the two main national players. Any coalition would be asked prove it has a majority on the floor of the Lok Sabha.

4) If the alternative coalition also fails to get a majority, the president will continue to try to resolve the deadlock with party leaders. If no consensus emerges, the Lok Sabha will be dissolved, and fresh elections will be called. But this is the most unlikely outcome, as the Lok Sabha has never been dissolved immediately after elections in India's independent history.

— Hari Kumar

13.07 | 0 komentar | Read More

DealBook: At Odds, Omnicom and Publicis End Merger

The ad giants Omnicom Group and Publicis Groupe called off their $35 billion merger on Thursday, bringing a premature end to a deal that would have created the largest advertising company in the world.

A mix of clashing personalities, disagreements about how the companies would be integrated and complications over legal and tax issues derailed the deal nine months after it was announced.

The collapse is a huge setback for both companies. When the merger was announced last summer, it was billed as an opportunity to create an international powerhouse with the capabilities to serve large and small clients alike with a mix of digital and traditional agencies.

The deal was also seen as a response to the technological transformation of the industry, where the collection and sale of the personal information of millions of consumers is rapidly growing in importance. That business is competitive, with technology companies like Google and Facebook using their huge repositories of user data to place ads, in many cases bypassing the traditional agencies. Those agencies are under pressure to deliver more value for their customers.

But for Omnicom and Publicis, little progress had been made nearly a year after work on the deal began. The companies had not yet started to share client contracts with each other, and relations between teams that were intended to integrate remained frosty.

Omnicom, which is based in New York and led by John D. Wren, grew through acquisitions and came to dominate Madison Avenue with a family of agencies including BBDO, TBWA and DDB. Publicis, which is based in Paris and led by Maurice Lévy, owns Leo Burnett and Saatchi & Saatchi, among other agencies.

At the time the deal was announced, the companies agreed that both men would be co-chief executives to start and that after 30 months, Mr. Wren, who is 60, would become the sole chief executive while Mr. Lévy, 71, would become nonexecutive chairman. But both Mr. Wren and Mr. Lévy are strong-willed, and people close to the deal said that their personalities clashed.

One significant unresolved issue was which company would be acquiring the other one. After much persuasion, Publicis was prepared to allow Omnicom to be the acquirer, according to people briefed on the matter. But Publicis then balked at the notion that Omnicom's management would retain control of both the chief executive and chief financial officer roles. Omnicom was pressing to have its finance chief, Randall J. Weisenburger, keep his role.

That would have made the deal essentially an Omnicom acquisition of Publicis. In addition, Publicis executives contended that their company had the stronger financial model and was better positioned to integrate the merged corporation's finances.

Another holdup was the fact that China had not granted the deal regulatory approval. China's antitrust regulator, known as Mofcom, is often the last global regulator to approve big mergers and acquisitions. But people close to the process said that had Mofcom not given its blessing within the next several weeks, the companies would have had to restart the global regulatory process, delaying the deal further.

By February, Mr. Wren was signaling that the deal could be in jeopardy

"This transaction is highly complex and is taking longer than we originally expected," Mr. Wren said at the time while discussing his company's fourth-quarter earnings with analysts.

No termination fees will be paid as a result of the deal's collapse.

"It seems incredulous that this merger fell apart because of disagreements over roles and responsibilities," said Brian Wieser, an analyst at Pivotal Research Group. "These are things that shareholders should have expected to be sorted out before the merger was announced."

Mr. Wieser said that Publicis shareholders had been expecting it to do a big deal but that Omnicom investors were caught off guard when the merger was announced.

"Publicis going through this wasn't surprising," Mr. Wieser said. "But Omnicom shareholders were never prepared for this to happen in the first place."

But he predicted that industry consolidation would continue. "Publicis has been very clear. They want to get bigger," he said.

He said Publicis could make a hostile bid for Omnicom or go after another big player like the Interpublic Group. Dentsu, a large Japanese advertising firm, might also seek some kind of deal.

"We've essentially tossed the salad up in the air," Mr. Wieser said.

Both companies have spent nearly a year preparing for the merger, leaving teams at both companies distracted, according to people briefed on the matter. The impending deal also created an opening for their rivals. In recent months, WPP has poached several big accounts from Omnicom and Publicis. WPP is the No. 1 advertising group and, with the merger busted, will most likely stay that way.

If the merger had gone through, many of the world's biggest corporate clients would have been served by the same company. AT&T, Visa and Pepsi are Omnicom clients, while McDonald's, Coca-Cola and Walmart work with Publicis.

Mr. Lévy and Mr. Wren issued a joint statement announcing the end of the deal.

"The challenges that still remained to be overcome, in addition to the slow pace of progress, created a level of uncertainty detrimental to the interests of both groups and their employees, clients and shareholders," they said. "We have thus jointly decided to proceed along our independent paths. We, of course, remain competitors, but maintain a great respect for one another."

In a separate statement, Mr. Lévy said Publicis would continue with its own previously outlined growth plan.

"This merger was always one of opportunity, not necessity," he said. "The decision to discontinue the process was neither pleasant nor an easy one to make, but it was a necessary one."

The two companies find themselves back in the same competitive spot they were a year ago.

Technology is transforming the business by targeting ads to individual consumers, with online advertising growing at a faster rate than television. Companies like Google, Facebook and Twitter that collect information on their users can work directly with companies and cut out the traditional advertising agencies.

At the same time, new competitors in the digital advertising space have emerged over the last few years, including Accenture, Sapient and Deloitte, consultancies that have built up their marketing and data divisions to include many services once provided exclusively by ad agencies.

"We see the lines have been blurred between the various functions and the various players," Mr. Lévy said after the merger was announced last year. "In this world you have to partner and you have to compete with a lot of players."

Vindu Goel contributed reporting.

A version of this article appears in print on 05/09/2014, on page B1 of the NewYork edition with the headline: At Odds, Omnicom And Publicis End Merger.

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DealBook: Pfizer’s Plan to Go to London Spurs Other Companies to Consider Moving Abroad

Pfizer's attempt to escape the United States corporate tax rate by acquiring a British drug maker has set off a flurry of activity within other big companies across the country, at investment banks on Wall Street and in offices on Capitol Hill.

Pfizer has offered to buy AstraZeneca for $106 billion. If the deal is successful, Pfizer would become an English company, reducing its tax bill at least $1 billion a year.

The promise of such savings has many other big corporations seriously evaluating whether they, too, could reincorporate overseas. Walgreen is already under pressure from hedge fund investors that want it to move across the Atlantic.

In New York, investment bankers and lawyers are urging clients to act quickly if they are serious about such a move, knowing that rules could change soon. In Washington, lawmakers have started to examine what legislation could be drafted to stop the outflow of tax dollars.

Senator Carl Levin, Democrat of Michigan, on Thursday became the latest lawmaker to call for an end to so-called inversions, the deals through which United States companies acquire an overseas competitor and reincorporate abroad. He said he planned to introduce a bill to curb the practice. That could happen as early as next week, according to people briefed on the matter.

"It's become increasingly clear that a loophole in our tax laws allowing these inversions threatens to devastate federal tax receipts," he said in a statement. "We have to close that loophole."

Any new laws are unlikely to arrive before more big companies move abroad.

At a meeting in Paris last month, Walgreen investors, including the hedge funds Jana Partners, Corvex and Goldman Sachs Investment Partners, encouraged the company's management to consider an inversion, which would probably take place through an acquisition of Alliance Boots, a British drugstore chain in which Walgreen holds a 45 percent stake.

Walgreen's executives resisted the idea at first, concerned that the political cost would outweigh any tax savings.

But Pfizer's audacious proposal to acquire AstraZeneca opened the door for other companies to consider what was until recently viewed as a risky move. Now, Walgreen's management has begun to come around, people briefed on the matter said.

"We are aware of all the inversions that are happening and certainly all of that is being investigated," Rick J. Hans, Walgreen's divisional vice president for investor relations and finance, said on a call with analysts just days after Pfizer announced its plans. "We're not averse to looking at it," he said. "We've never been a proponent to pay more taxes than we have to."

Political pressure to address the tax maneuver has grown in recent years as dozens of companies have bought foreign rivals and moved their headquarters to countries with lower tax rates, reducing revenue to the Treasury.

But inversions were thrust into the spotlight last week, when Pfizer became the largest and best-known company to try to essentially renounce its American citizenship.

Mr. Levin said companies that moved overseas were unfairly taking advantage of many of the benefits of doing business in the United States but not paying their fair share of taxes.

Those benefits, he said, include "patent protection, research and development tax credits, national security and more." He added, "They shouldn't be allowed to shift their tax burden onto others."

Though laws have changed over the years to make inversions more difficult, they remain relatively easy to accomplish when done as part of an acquisition of a foreign company.

"It's unfair to criticize companies that do inversion when we live in this very complicated world," said a lawyer at a top law firm who has advised on inversions but spoke on the condition of anonymity because he was not authorized to comment publicly. "All companies should pay their fair share, but I'm not sure that companies that are inverted don't do so."

A number of pharmaceutical companies have set up in countries with low corporate tax rates, particularly Ireland and the Netherlands. Technology companies, industrial manufacturers and the banana producer Chiquita have also announced deals that would let them move abroad, substantially cutting their United States tax bills.

Warren E. Buffett, the chairman and chief executive of Berkshire Hathaway, said on Monday that his company was unlikely to ever move abroad, despite sometimes feeling at a disadvantage because of competitors' lower tax rates.

"We do not feel that we are unduly burdened by federal income taxes," Mr. Buffett said on CNBC. "But it does get a little annoying to us when we see other people paying far lower tax rates while engaging in the same sort of business that we engage in."

Yet in the wake of Pfizer's efforts, Mr. Buffett said he thought legislation would be coming soon.

"My guess is that when you get to companies of this size, this prominence, and with this speedup of momentum, my guess is that Congress one way or another addresses this," he said. "Whether they just try to work on this little aspect of the code that allows this, which is not insignificant, or whether that forces them to rethink sort of all corporate taxes, we'll find out. But I do think it's going to get attention."

In addition to Mr. Levin, other lawmakers have called for efforts to curb inversions in recent months. Senator Max Baucus, Democrat of Montana and a former chairman of the Senate Finance Committee, introduced legislation that would have limited inversions before he became ambassador to China. And the budget President Obama submitted to Congress included language intended to end them. Neither effort has gotten far.

Pfizer said on Thursday that it was open to changes in the corporate tax code but wanted to make sure United States companies remained competitive.

"We expect the comprehensive tax-reform debate to continue, and we are actively engaged in the debate," it said. "Pfizer supports comprehensive tax reform that enhances the global competitiveness of U.S.-based companies operating internationally."

A version of this article appears in print on 05/09/2014, on page B3 of the NewYork edition with the headline: Pfizer's Plan to Go to London Spurs Other Companies to Consider Moving Abroad.

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DealBook: Apple Said to Be in Talks to Buy Rising Music Brand for $3.2 Billion

Apple is in discussions to buy Beats Electronics, the company behind the popular Beats by Dr. Dre headphones, for $3.2 billion, according to people briefed on the talks, in what would be the biggest acquisition in Apple's history.

The deal would also include the new Beats Music streaming service, which was introduced in January as a competitor to Spotify and Pandora, and could signal an effort by Apple to transform its approach to music more than a decade after it opened the iTunes download store.

A deal has not been consummated, and the negotiations could still fall apart, according to these people, who declined to be identified speaking about it publicly. But if it is completed, the sale could be announced as early as next week, the people said. Apple and Beats declined to comment.

For Apple, whose revenue growth has slowed sharply in the last few years, the deal could point to a headlong move into the frontier of streaming music. The company, which only last year released its streaming product, iTunes Radio, has been slow to enter the streaming world.

A purchase of Beats would also give Apple a hot product and an even hotter brand, founded by the rapper Dr. Dre and the music executive Jimmy Iovine. After its enormous successes with the iPhone and iPad, Apple has been under intense pressure from investors to unveil new products, but none have yet been released.

At over $3 billion, the Beats acquisition would be a major departure for Apple, which under Steven P. Jobs, its co-founder, favored smaller deals. However, Timothy D. Cook, who took over as chief executive of the company shortly before Jobs died in 2011, has been vocal about the company's acquisitions and the strategy behind them. In its most recent earnings call, Mr. Cook said that Apple had acquired 24 companies in the last 18 months.

"We are expanding Apple's products and services into new categories, and we are not going to underinvest in this business," Mr. Cook said in the earnings call.

Beats began to sell its sleek, bass-heavy headphones in 2008 as an alternative to the lightweight earbuds that Apple included free with its iPod players. And even at prices of up to $450 apiece, they quickly became fashion statements. The company's headphones have fat profit margins. Headphone designers estimate the cost of making a fancy headset is as low as $14.

Annual sales of Beats products, which also include speakers and other audio items, have been estimated at more than $1.5 billion. Last year the private equity firm Carlyle Group invested $500 million in Beats, valuing the company at more than $1 billion.

Silicon Valley has lately been rife with multibillion-dollar acquisitions that have caused some investors to worry about excessive valuations and an inflating technology-industry bubble. In January, Google paid $3.2 billion for Nest Labs, which makes Internet-connected home devices, and in February, Facebook bought the messaging service WhatsApp for more than $16 billion.

For Apple, which has a $159 billion cash hoard, a $3 billion deal would have little effect on its purse.

Ben Bajarin, a consumer technology analyst for Creative Strategies, said that a purchase of Beats would not be a big departure from Apple's strategy of buying companies for their technology and talent to help develop future products. In other words, it is unlikely Apple would just ship Beats headphones with an Apple logo on them.

"This would have to fit into a much longer, more innovative strategy around perhaps the hardware and the service," Mr. Bajarin said.

Apple has recently struggled in developing new products. It has been working hard to develop a smartwatch, but problems like poor battery life have plagued that project, according to multiple people briefed on the company's plans, who spoke on condition of anonymity. And for years, rumors have abounded that the company has been working on a smarter, Internet-connected television set to become a stronger player in the living room. But that product has not been released either.

The Beats deal, which was earlier reported by The Financial Times, also suggests that Apple may want to shake up its approach to digital music. Through the iPod, which first went on sale in 2001, and the iTunes store, which opened in 2003, Apple transformed the music business, making downloads a viable, large-scale business that has sustained the music world as sales of CDs have plunged.

Apple is still the largest seller of downloads, and its store operates in more than 100 countries around the world. But its market share has been slowly eroded by Amazon and other sellers, and the download market itself is beginning to cool as consumers shift their listening behavior to online streaming. Last year some 28 million people around the world paid for a subscription music service, bringing in $1.1 billion, according to the International Federation of the Phonographic Industry, a trade group.

Beats Music arrived in January as a competitor to streaming services like Spotify, Pandora, Rhapsody, Deezer and Rdio, which have begun to spread rapidly around the world. Like the others, the Beats service makes millions of songs available for streaming over the Internet. It trumpets its expertise in creating playlists, highlighting the involvement of prominent music figures like Dr. Dre, Mr. Iovine and the Nine Inch Nails' leader, Trent Reznor.

Apple's iTunes Radio competes with some aspects of Spotify but is seen as a more direct rival to Pandora, which has become the dominant Internet radio service, with more than 75 million regular users every month.

Beats' music service and audio products division are organized as separate companies with overlapping management but different investors. Beats Electronics, the headphone company, is said to have accounted for most of Apple's proposed $3.2 billion purchase price.

A version of this article appears in print on 05/09/2014, on page B1 of the NewYork edition with the headline: Apple Said to Be in Talks to Buy Rising Music Brand.

13.07 | 0 komentar | Read More

Sports: Highlights and Analysis of the 2014 N.F.L. Draft, Round 1

Slide Show

There was a lot of hype surrounding the first round of the 2014 N.F.L draft, and it didn't disappoint. From the slide of Johnny Manziel to the unexpected names called in the second half of the round, the first 32 picks in 2014 came with a lot of excitement.

After the Houston Texans drafted defensive end Jadeveon Clowney and the St. Louis Rams selected offensive tackle Greg Robinson, things got a whole lot murkier. There really wasn't a consensus on what the Jacksonville Jaguars might do with the third overall pick, and they shocked some with the selection of quarterback Blake Bortles.

The intrigue continued as the Buffalo Bills gave up the No. 9 overall pick and two selections in 2015, including their first-round pick, to jump up to No. 4 for wide receiver Sammy Watkins. Although Watkins was the consensus top wide receiver available this year, it's certainly worth questioning if he's worth two first-round picks and another mid-rounder.
As the draft unfolded, the seemingly impossible became a reality as Manziel slipped out of the top 10. When he fell to No. 12, you had to wonder if the Giants might bite the bullet and grab the controversial quarterback. They instead opted for L.S.U.'s Odell Beckham Jr.—a talented-but-undersized wide receiver with elite speed.

As Manziel slipped to No. 16, many assumed Cowboys owner Jerry Jones would back out on his vow to bypass the A&M passer if he was still on the board. He stood by his word, as Dallas addressed a need along the offensive line. The first big surprise came three picks later with the Dolphins and the 19th overall selection — Tennessee offensive tackle Ja'Waun James.

The Manziel drama finally ended when the Browns traded up — their third and final trade on the night — to grab the Aggies' quarterback. As mentioned earlier, the fall was extremely unlikely given Manziel's placement in mock drafts.

12:29 A.M. What to Watch During Day 2

With surprise selections come unexpected falls. There are a number of talented players still on the board, including a handful of wide receivers many thought could slip into the back of the first round; Penn State's Allen Robinson, Fresno State's Davante Adams, U.S.C.'s Marqise Lee and Vanderbilt's Jordan Matthews should all hear their names called somewhere in the second round.

At the quarterback position, the next man off of the board will almost certainly be Fresno State's Derek Carr. When Minnesota traded back into the first round, there were rumblings that they might prefer Carr to Bridgewater.

It will be really interesting to see when the first running back comes off of the board. The top options in most rankings seem to be Ohio State's Carlos Hyde and Washington's Bishop Sankey, but you could make an argument that neither player will have their name called in the second round. Could we really see a draft with no back selected in the first 64 picks?

And finally, the defensive players likely to hear their names called early in the second round include defensive tackles Timmy Jernigan and Louis Nix, along with defensive ends Demarcus Lawrence and Kony Ealy.

Regardless of what happens in Day 2, the 2014 N.F.L. draft has already lived up to the billing.

11:49 P.M. Vikings Trade Back into First, Grab QB Bridgewater

The Seattle Seahawks are widely considered one of the best drafting teams in the league since Pete Carroll came to town, but one reason they're so successful is that they understand the draft is filled with randomness. In any random environment, it makes sense to maximize opportunities at success, and the Seahawks do that by continually trading down and stockpiling picks—opportunities to hit on players.

This deal, which included the Vikings' second- and fourth-round picks, still makes sense for Minnesota. In Louisville's Teddy Bridgewater, the Vikes will get a quarterback who was remarkably productive in college. In 2013, Bridgewater completed an unfathomable 71.0 percent of his passes, throwing for 9.3 yards-per-attempt in the process. With a 31-to-4 touchdown-to-interception ratio, Bridgewater was also safe with the football.

Minnesota is one of the best possible landing spots for Bridgewater because 1) he doesn't need to start right away and 2) Adrian Peterson is a nice little bonus to have at the running back position.

"He fits our profile," Jets G.M. John Idzik said of Calvin Pryor. "He's a physical presence on the field." http://t.co/9XqW7cwSR6

— NYT Sports (@NYTSports) 9 May 14

11:42 P.M. CB Roby Goes to Broncos at No. 31

The Broncos went off the grid with yet another first-round cornerback in Bradley Roby. A 5'11", 194-pound defensive back out of Ohio State, Roby was suspended early in 2013 after getting arrested for misdemeanor battery.

In Denver, Roby is going to try to cash in on his elite skill set. He is likely going to contribute on special teams out of the gate, competing for time in the slot.

11:37 P.M. Giants Give Manning Another Option on Offense

"The quarterback needs some help," Jerry Reese, the Giants' G.M., said of Odell Beckham Jr. "This guy is a weapon." http://t.co/kolBO32a2U

— NYT Sports (@NYTSports) 9 May 14

11:36 P.M. Niners Continue Run on Safeties with Ward at No. 30

Continuing the run on safeties, the San Francisco 49ers grabbed Northern Illinois' Jimmie Ward. It's the second straight draft in which the Niners took a safety in the first round, as they grabbed L.S.U.'s Eric Reid in 2013.

In Ward, the 49ers will get a small safety who has shown an ability to consistently make big plays. He hauled in seven interceptions in 2013, complementing his 95 total tackles. Despite his 192-pound body, Ward has shown toughness and a willingness to drop down into the box to get after ball carriers. Still, he's going to be playing primarily "center field" for San Francisco.

NFL Network's Mike Mayock commented that, "I didn't see Ward going until the second or maybe the third round."

11:30 P.M. Pats Surprise with DT Easley in First

The New England Patriots are never afraid to go against the grain with their draft picks, and they did just that in grabbing Florida defensive tackle Dominique Easley. Easley is a somewhat undersized defensive tackle at just 288 pounds, so he'll likely convert to play as a five-technique end in the Pats' base packages.

Easley was widely considered a first-rounder heading into the 2013 season, but he tore his knee in the beginning of the year. Many thought he'd drop, but his impressive film was too good for New England to pass on.

Easley's pass-rushing prowess is questionable. Even prior to 2013, he never tallied more than four sacks in a single season.

11:25 P.M. Panthers Draft WR Benjamin at No. 28

The Carolina Panthers are extremely thin at wide receiver, so it's no surprise that they addressed the position near the end of the first round with Florida State's Kelvin Benjamin. The 15-touchdown wide receiver had one season with more than 1,000 yards at F.S.U.

The key to Benjamin might be how we view him. He's a 6'5", 242-pound player who could very well be seen as a tight end who lines up out wide. He's almost certainly going to be a dominant red-zone player in the N.F.L.

The question is if Benjamin can be more than that, continually helping Cam Newton lead the Panthers' offense into a position to score. If not, a first-rounder is a steep price to pay for a red-zone specialist.

11:22 P.M. Cards Go with S Bucannon at No. 27

In terms of height/weight/speed combination players, you aren't going to get much better than Washington State's Deone Bucannon at the safety position. At 6'1", 211 pounds with sub-4.5 speed, Bucannon has both size and athleticism.

In today's N.F.L., safeties are being asked to play more and more man coverage, and Bucannon can certainly deliver in that area. He's arguably the top man-to-man safety in this class. Don't count out Arizona using him at cornerback in certain packages.

11:16 P.M. Philly Shocks with Selection of DE Marcus Smith

When the Eagles drafted Louisville defensive end Marcus Smith with the 26th overall selection, the crowd in Radio City Music Hall collectively seemed to not recognize the name that was called. Smith wasn't projected as a first-round pick by many, but he has a big game.

At Louisville, Smith tallied 14.5 sacks and 18.5 tackles for loss in 2013. He has good size and athleticism at 6'3", 251 pounds with a 35-inch vertical and 4.68 speed.

It will be interesting to see how the Eagles deploy their new first-round pick. He could very well work as a hand-in-the-dirt defensive end, but Philly also has the option of using Smith in a Von Miller type outside linebacker role, moving him to defensive end in passing situations.

11:06 P.M. Another CB off Board as Chargers Take Verrett

When a cornerback is undersized, he better possess elite speed. T.C.U.'s Jason Verrett doesn't have ideal size, but he sure can fly, checking in as fast as 4.36 in the 40-yard dash at the N.F.L. scouting combine.

Verrett was productive in 2012 with six picks for the Horned Frogs. A shoulder issue limited his playing time in 2013, but his impressive predraft performances kept Verrett in the first-round conversation.

Verrett could start in the slot for San Diego, which is probably where he'll thrive. His ball skills are some of the best in this class and he excels when he can turn and run with receivers, but he's probably going to have some trouble if he's matched up on the outside.

11:03 P.M. Bengals Grab CB Dennard at No. 24

Many analysts didn't expect Michigan State cornerback Darqueze Dennard to last into the second half of the first round of the draft. With Gilbert and Fuller getting selected ahead of him, though, Dennard dropped to a point where Cincinnati was able to obtain a player who was not only likely atop their board, but also plays a position of need.

Dennard is similar to Fuller as a physical cornerback, despite his sub-200-pound frame. He's going to compete for playing time right away, hoping to replace one of the Bengals' talented-but-aging cornerbacks in Terence Newman and Leon Hall.

11:00 P.M. Chiefs Draft DE Ford at 23rd Overall

The Kansas City Chiefs already have arguably the league's top outside linebacker duo in Tamba Hali and Justin Houston. You have to think the selection of Auburn defensive end Dee Ford was a "best player available" pick for Kansas City, since Ford is going to need to convert to 3-4 outside linebacker for the Chiefs.

Ford is 6'2", 252 pounds with 32.9-inch arms. He was productive in his final year at Auburn with 10.5 sacks. However, there are a couple concerns. First, Ford totaled only 14.5 tackles for loss. Sacks are notoriously volatile since they're a relatively low-frequency event, so tackles for loss is a decent proxy for overall explosiveness. You'd like to see more production in that area.

Second, Ford wasn't an impact player prior to 2013; in the four prior years he was at Auburn, Ford tallied 10 total sacks and 13 combined tackles for loss. It's a major concern when a player doesn't produce at a high level until he's older than the players against whom he's competing.

In Kansas City, Ford will probably be a pass-rush specialist to start.

10:43 P.M. Browns Again on the Move, Grab Manziel at No. 22

Johnny Football's draft-day slide has come to an end, as the Cleveland Browns have jumped up to grab him at No. 22 overall. They surrendered their third-round pick to move up four spots in the deal.

Manziel's drop was a bit unexpected just because he was so unimaginably productive at Texas A&M: 7,820 yards, 9.1 yards-per-attempt, and 63 passing touchdowns in two years. He also added 30 rushing touchdowns during that time.

Some of the probable reasons for Manziel's fall were a perceived lack of both accuracy and height. However, Manziel completed 68.9 percent of his passes, including a higher completion rate from the pocket than outside of it.

Manziel's height is a concern, but don't forget that there's really good evidence that short quarterbacks typically fail because of a lack of elite hand size, not actually because they're short. WIth hands just under 10 inches long, Manziel's hands are unusually large for his height.

He should start from the get-go in Cleveland.

The Dawg Pound can let go of the bone now…

— El Belson (@el_belson) 9 May 14

O-M-G!!!!!!! Way to make me sweat this out! Johnny Football to the Browns at No. 22. #genius

— Melissa Hoppert (@MHoppertNYT) 9 May 14

10:35 P.M. The Pack Use No. 21 Pick on Clinton-Dix

Green Bay needed a free safety and they got their man in Alabama's Ha Ha Clinton-Dix. As mentioned, Clinton-Dix is very similar to Louisville's Calvin Pryor from an athletic standpoint; at 6'1", 208 pounds, Clinton-Dix has good size for the safety position, but he ran just 4.58 at the NFL Scouting Combine.

Despite the lackluster 40-yard dash, many analysts consider Clinton-Dix to be this class's best true free safety. On a defense that shows as many exotic looks as Green Bay's, Clinton-Dix will be asked to play a lot of Cover-1 as a true deep man, as well as some man-to-man coverage.

Ha Ha a Packer… Three cheers for the newest Cheesehead

— El Belson (@el_belson) 9 May 14

10:33 P.M. Saints Trade Up to No. 20 for WR Brandin Cooks

Although the Saints have sported one of the league's most potent passing attacks for years, most assume that's due primarily to the arm of quarterback Drew Brees. New Orleans just got him some help.

In Oregon State's Brandin Cooks, the Saints have acquired a player who was productive throughout his college career. Last year, he totaled 128 catches—one-hundred-twenty-eight catches!—for 1,730 yards and 16 scores. He's one of the few undersized receivers (5'10", 189 pounds) who has shown signs of remaining relevant in the red zone.

Cooks' other biggest positives are his speed (4.31) and age. Still just 20-years old, Cooks dominated the Pac-12 at an age that suggests he still has plenty of room for growth. Adjusting for age still appears to be a major draft market inefficiency, so Cooks has plenty of big advantages to combat his small stature.

Before the draft began, I mocked quarterback Johnny Manziel to the Cleveland Browns at No. 4 overall. Boy was I wrong.
As we enter the 20s of the 2014 N.F.L. draft, Manziel is still on the board. Teams are likely concerned about his lack of ideal quarterback height and, perhaps, some off-field issues.

But just how unlikely was a Manziel slide? Well, aggregating expert mock drafts and looking at team needs, Advanced Football Analytics estimated the probability of Manziel falling to this portion of the draft at just a couple percent.

Let's hope for Manziel's sake that he doesn't wait in the green room much longer.

10:24 P.M. Miami Surprises With OT James

When the draft process started, Tennessee offensive tackle Ja'Waun James was considered a mid-round pick. He slowly rose up boards, but prior to a few minutes ago, most still considered him a second-round talent.

The Miami Dolphins disagreed, making James the 19th overall pick in the draft. James has prototypical left tackle size at 6'6", 311 pounds with 35-inch arms. Again, those long arms are important, as they allow offensive tackles to get into the chest of pass-rushers to help control at the point-of-attack.

James started 49 games at Tennessee—a school record—and he should be a starter by training camp for Miam

10:13 P.M. At No. 18, Jets Go With Safety Pryor

With the 18th overall pick, the New York Jets selected Louisville safety Calvin Pryor. Pryor was competing with Alabama's Ha Ha Clinton-Dix to be the top safety off of the board.

Physically, Pryor and Clinton-Dix are basically spitting images of one another—play-making safeties without elite measurables. At 5'11", 207 pounds, Pryor ran a 4.58 in the 40-yard dash, jumped 34.5 inches vertically, and recorded a sub-10-foot broad jump. Film nuts rave about his ability, though, saying he flies all over the field.

The fit should be a good one for the Jets—a team that will probably ask Pryor to do a whole lot of different things. He'll play in the box, where many believe he excels, but he's also likely to get some time in the back end as a "centerfielder" for the Jets' D. NFL Network's Mike Mayock likens Pryor to "a larger Bob Sanders."

Very Rex Ryan to take a DB… Only a handful of boos, which counts as approval by Jets fans…

— El Belson (@el_belson) 9 May 14

10:02 P.M. Ravens Opt for LB Mosley at No. 17

It seems like the Ravens go defense every season, and they were at it this year with the selection of Alabama linebacker C.J. Mosley.

Mosley is a 6'2", 234-pound linebacker with decent speed at 4.63. Widely considered the top inside linebacker prospect in this class from a pure talent perspective, the concern with Mosley is his health. If he can stay on the field, he'll be able to play both inside and outside in Baltimore.

At Alabama, Mosley recorded back-to-back triple-digit tackle seasons over the past two years. He's versatile enough to stay on the field on third down, which is important with any linebacker taken in the first round in today's N.F.L.

The Ravens bypassed both Ha Ha Clinton-Dix and Calvin Pryor—the draft's consensus top two safeties.

Mosley chosen by Ravens… which means the J-E-T-S chants have started…

— El Belson (@el_belson) 9 May 14

9:55 P.M. Cowboys Take OT Martin at No. 16

With 16th Pick in the draft, the Dallas Cowboys selected Notre Dame offensive tackle Zack Martin. Martin is the final of the "Big Four" group of this class's top offensive tackles. The redshirt senior is a tactician on the outside, but he has a few red flags. First is his arm length—32.9 inches. That's not necessarily a death sentence to Martin's N.F.L. prospects, but linemen with that arm length often kick inside to guard. Could Martin move in that direction?

The Cowboys currently have Doug Free starting at right tackle, but that's a position that needs to be upgraded. The same could be said for right guard, though. The most likely outcome is that Martin starts at right guard for Dallas and develops there until the 'Boys are ready to move him outside, if they deem that appropriate. Otherwise, he could be a long-term answer on the inside. His versatility was surely a plus for the Cowboys.

It looks like the Manziel-to-Dallas rumors won't come to fruition.

And the #Cowboys pass on Johnny Football, too! Hmmm…

— Melissa Hoppert (@MHoppertNYT) 9 May 14

9:51 P.M. LB Shazier to Steelers at No. 16

The Steelers are notorious for selecting "hard-nosed" football players, and Ohio State linebacker Ryan Shazier is no exception. He recorded triple-digit tackles in 2013—23.5 of which were behind the line-of-scrimmage—while also racking up seven sacks.

Shazier will help to upgrade a Pittsburgh defense that has become very old very quickly. His 6'1", 237-pound frame is a little small for the inside, although that's his most probable position in Pittsburgh. He could also kick outside in passing situations.

9:48 P.M. CB Fuller Goes No. 14 to Bears

With the 14th overall selection, the Chicago Bears drafted the second cornerback off of the board in Virginia Tech's Kyle Fuller. At 6'0", Fuller's length appears to match what Chicago wants to do outside.

At Tech, Fuller wasn't a high-interception player with just six career picks—two in each of the past two seasons. Part of that was simply due to not being targeted, though. Fuller has the ability to play every type of coverage, including press-man and zone. He's a physical player who could be Chicago's nickel man in 2014, or perhaps a starter on the outside.

The current surprise players still left on the board include Manziel and Notre Dame offensive tackle Zack Martin.

9:45 P.M. Giants Add Offensive Threat

Odell Beckham is undersized, but will give the Giants a deep threat to complement current slot man Victor Cruz: http://t.co/yPHKnsBa75

— NYT Sports (@NYTSports) 9 May 14

9:41 P.M. Rams Select DT Donald at No. 13

The Bears and Cowboys are both probably disappointed as the St. Louis Rams select Pitt defensive tackle Aaron Donald—a player many linked to both Chicago and Dallas.

Donald was one of the most productive players at any position, racking up 29.5 sacks and 66 tackles-for-loss during his college career, including 11 sacks and 28.5 tackles-for-loss (wow!) last year alone. Donald is a short-armed player with 32.6-inch arms, but you can overlook that trait a bit when you see such incredible success at the major collegiate level.

Donald will bolster an already impressive St. Louis defensive line. In Chris Long and Robert Quinn, the Rams have one of the league's top outside pass-rushing duos. With Donald working inside with Michael Brockers, it's difficult to find a more intimidating defensive line in the N.F.L.

9:36 P.M. About Those Jerseys …

Andrew White for The New York Times

How do they get those No. 1 jerseys to the NFL draft picks so fast? We're on it. http://t.co/nWCG0joLXi

— NYT Sports (@NYTSports) 9 May 14

9:32 P.M. Giants Go WR Beckham at No. 12

The New York Giants decided to bypass Mr. Manziel and give quarterback Eli Manning a weapon on the outside in L.S.U.'s Odell Beckham Jr. The wide receiver's biggest positive is his straight-line speed; he's a sub-4.40 player who made some miraculous catches in the SEC.

The knock on Beckham is that he's undersized. At 5'11", 198 pounds, Beckham isn't going to overpower defenders in the big leagues. The question is if his route-running ability—which is superb—can make up for his light frame. Beckham might have a little trouble scoring in the red zone; he averaged four touchdowns per year at L.S.U.

Nonetheless, Beckham will give the Giants a deep threat to complement current slot man Victor Cruz. The duo could split time inside, with both capable of moving anywhere along the offensive formation.

A bit of a surprise for Giants to go away from their traditional mode, which would have been OL Zack Martin #GiantsDraft #giants

— Bill Pennington (@billmpennington) 9 May 14

9:29 P.M. Tennessee Selects OT Lewan at No. 11

Michigan offensive tackle Taylor Lewan's slide didn't figure to last too long, and it ended at No. 11 with the Tennessee Titans. The pick figured to be a "best player available" selection for Tennessee, a team that is already pretty well stocked along the offensive line.

Lewan is an absolutely massive offensive tackle at 6-7 and 309 pounds, yet he is also one of this class's most athletic. His combination of quickness (4.87 in the 40-yard dash) and length (33.9-inch arms) should help the Titans' attempt to field the N.F.L.'s top offensive line.

Meanwhile, Johnny Football continues to wait.

9:22 P.M. Lions Do Giants No Favor

The Giants, who don't have an experienced or proven tight end on their roster, will be seeing the highest-rated TE in the draft pool, North Carolina's Eric Ebron, during their opening game of the season against Detroit.

— Bill Pennignton

9:18 P.M. Barry Sanders Announces Lions' Pick: TE Ebron

In a move that's sure to surprise a lot of folks, the Detroit Lions decided to forgo upgrading their defense and instead opted to give quarterback Matthew Stafford another weapon in tight end Eric Ebron. Ebron, a U.N.C. tight end, should certainly help take pressure off Calvin Johnson on the outside.

At North Carolina, Ebron was highly productive as a pass-catching tight end, improving his reception and yardage totals each year he was there. His 2013 line of 62/973/3 was impressive. The only concerning number there is the 3 — Ebron's low touchdown total. Despite his 6-4, 245-pound frame, Ebron was never a dominant scorer with only a 7.1 percent career touchdown rate.

Ebron's arrival probably signals the beginning of the end for the current tight end, Brandon Pettigrew. Ebron is a far more athletic player who should be able to get up the field with ease; he averaged 16.1 yards per reception at North Carolina, so some are viewing him almost as a really big wide receiver.

Damn. Tight End Eric Lebron goes to Detroit with the 10th pick. That was supposed to be the Giants' next tight end! Is Manziel plan B?

— Justin Sablich (@JSablichNYT) 9 May 14

9:15 P.M. Vikings Go With U.C.L.A.'s Barr at No. 9

Minnesota was comfortable moving down one pick while still being able to nab its guy, U.C.L.A. outside linebacker Anthony Barr. Although Barr didn't get as much predraft hype as many of the other top-10 players, you knew his combination of athleticism and production wouldn't last long.

Over the past two seasons, Barr produced an unbelievable 23.5 sacks and 41.5 tackles for loss. Those are pretty jaw-dropping numbers for a player who was a running back just two years ago.

Some were concerned with Barr's ability to transition to a seven-technique defensive end — the position he'll play in Minnesota — but his natural pass-rushing ability is truly elite.

Vikings pick Anthony Barr… Mixed reaction.

— El Belson (@el_belson) 9 May 14

9:07 P.M. Browns Trade Up One Spot to No. 8, Select CB Gilbert

After trading down five spots to start the draft, the Cleveland Browns are on the move again, jumping just a single spot to draft cornerback Justin Gilbert out of Oklahoma State. Why move up just one spot? It's possible that the Minnesota Vikings told Cleveland that some other team was looking to trade up for their selection, urging the Browns to best the offer if they wanted to nab their man. Cleveland needed to send Minnesota just a fifth-rounder to make the move.

When the Browns jumped one position, some thought that maybe they were looking to go with quarterback Johnny Manziel. Instead, they drafted someone considered to be the prototype at cornerback. At 6 feet and 202 pounds, Gilbert clocked in at 4.37 in the 40-yard dash at the combine. His combination of size and speed is top-tier.

In Cleveland, he'll pair with Joe Haden to provide the Browns with one of the more frightening cornerback duos in the N.F.L. Cleveland might now have the personnel to contain the divisional foes A. J. Green and Antonio Brown.

And that's why I didn't do a mock draft! Browns take CB Justin Gilbert & the crowd erupts with groans of disappointment and disgust.

— Justin Sablich (@JSablichNYT) 9 May 14

Are they chanting Cleveland Sucks at Radio City? I can only imagine what's going on in Cleveland.

— Melissa Hoppert (@MHoppertNYT) 9 May 14

9:02 P.M. Tampa Bay Grabs WR Evans at No. 7

Looking to give the second-year quarterback Mike Glennon some help on the outside, the Buccaneers drafted Texas A&M wide receiver Mike Evans with the seventh overall selection. The pick wasn't necessarily shocking, but it's mildly surprising that the new coach Lovie Smith bypassed defense (like Pittsburgh defensive tackle Aaron Donald) in favor of an offensive player.

Johnny Manziel got most of the attention at Texas A&M, but much of his success was due to the high-level talent of Evans. In 2012, Evans grabbed 82 passes for 1,105 yards and 5 touchdowns. With defenses clamping down on him last year, Evans's reception total dropped to 69, yet he still managed more yards (1,394) and touchdowns (12).

Evans's closest N.F.L. comparison is probably the current Bucs wide receiver Vincent Jackson — another big, physical player who can get deep and score with consistency. At 6-5 and 225 pounds, Evans is going to pair with Jackson to give Tampa Bay perhaps the most red-zone-efficient wide receiver corps in 2014.

Another Aggie goes before Johnny Football

— El Belson (@el_belson) 9 May 14

8:54 P.M. With Sixth Pick, Falcons Select Texas A&M OT Matthews

The rumors were that if linebacker Khalil Mack slipped to Cleveland's fourth overall pick, Atlanta was prepared to move up to get him. That might have been the case, but the Browns received an offer from Buffalo that they just couldn't pass up. Atlanta was placed in a position in which they needed to wait on Oakland, and the Raiders indeed drafted the player many assumed was the apple of Atlanta's eye.

Instead, the Falcons opted to protect quarterback Matt Ryan with Texas A&M offensive tackle Jake Matthews. Not quite the same caliber of athlete as the No. 2 pick, Greg Robinson, Matthews was still a stone wall for the Aggies. He's leaner than Robinson — 6-5, 308 pounds — but his size and length (33.4-inch arms) are plenty good enough to excel in the N.F.L.

Matthews should start right out of the gate for the Falcons. He has experience on both sides of the football.

J. Football now not even the first Aggie selected after Jake Matthews goes 6th to Atlanta

— Zach Schonbrun (@zschonbrun) 9 May 14

Pretty muted response for Jake Matthews. Are there no Falcons fans in the house?

— El Belson (@el_belson) 9 May 14

8:49 P.M. LB Khalil Mack to Oakland at No. 5

With the fifth overall selection, the Oakland Raiders drafted Buffalo linebacker Khalil Mack. Oakland had been rumored to have a lot of interest in both Mack and Texas A&M wide receiver Mike Evans, but they went defense with the consensus second-best defensive player still on the board.

At Buffalo, Mack was unbelievably productive. Last year, he totaled 100 tackles while recording 10.5 sacks and 19 tackles for loss. Mack also impressed at the scouting combine, jumping 40 inches vertically and recording an unbelievable 10 feet 8 inches in the broad.

In Oakland, Mack will most likely work as a hybrid player who can drop into coverage at times. The majority of Mack's snaps, though, will probably come as a pass rusher. His ability to get to the quarterback was really what warranted such a high selection.

8:43 P.M. Bills Trade Up to No. 4 and Select WR Watkins

In a bit of a shocker, the Buffalo Bills traded up from the ninth overall selection, swapping picks with the Cleveland Browns to get up to No. 4 over all. The Bills gave up this year's first and next year's first and fourth to get Clemson wide receiver Sammy Watkins.

In Watkins, Buffalo will get a very versatile receiver who can pretty much do it all — quick screens, deep routes and even the occasional rush. He's a 6-foot-1, 211-pound receiver with sub-4.40 speed who was productive right out of the gate in college. In his freshman year, Watkins caught 82 passes for 1,219 yards and 12 touchdowns. When a player can dominate college competition at an age younger than the majority of his opponents, that's a great sign.

Watkins will start from Day 1 in Buffalo.

Bills take Sammy Watkins. NFL marketers knew what they were doing with #DraftDay. My heart is pounding.

— Melissa Hoppert (@MHoppertNYT) 9 May 14

8:32 P.M. Jaguars Go With QB Bortles at No. 3

The Jacksonville Jaguars didn't take long to select U.C.F. quarterback Blake Bortles with the third overall selection. The pick is somewhat surprising, although the fact that we haven't heard much quarterback talk out of Jacksonville this year could be because they were indeed targeting Bortles all along.

Bortles was highly efficient at Central Florida, throwing for 8.5 yards-per-attempt and completing 65.7 percent of his passes during his three-year career. He also recorded an impressive 56-to-19 touchdown-to-interception ratio.

The only concern? Hand size. N.F.L. teams have seemed to pay more attention to quarterback hand size in recent years because it's predictive of success at the position. Although Bortles is tall, his hands are just 9.38 inches long—smaller than the league average of 9.6.

Wow… The buzz for Bortles was intense… Johnny Football skipped over.

— El Belson (@el_belson) 9 May 14

8:29 P.M. Rams Draft Auburn OT Robinson No. 2

No one was completely positive if the St. Louis Rams would target an offensive weapon for their quarterback, someone to protect him on the outside, or even a prospect to eventually replace him. At least in the first round, they went with the middle option.

Auburn offensive tackle Greg Robinson is a mammoth 6-foot-5, 332-pound offensive tackle who started 25 of 26 career games at Auburn. Robinson's most attractive trait might be his 35-inch arms; arm length is strongly correlated with N.F.L. success for offensive tackles.

In St. Louis, Robinson will most likely compete with Joe Barksdale to immediately get time at right tackle, and he could eventually kick over to Sam Bradford's blind side in place of the current left tackle, Rodger Saffold.

8:25 P.M. What Will the Giants Do Against Clowney?

The Giants host the Texans on Sept. 21: Eli Manning scrambling between the rush of J. J. Watt and Clowney. (And perhaps counting on tonight's first-round pick to keep him upright.)

— Bill Pennington

8:16 P.M. Texans Select Clowney No. 1

As expected, the Houston Texans opened the 2014 N.F.L. draft by selecting South Carolina defensive end Jadeveon Clowney. Houston used the entirety of its allotted time to field any last-minute trade offers, but in the end, Clowney's ability was too attractive to pass up.

The question about Clowney: If he's truly the once-in-a-decade sort of prospect some are making him out to be, why the lack of production in 2013? Double teams or not, you'd certainly expect a world-class edge rusher to total more than three sacks and 11.5 tackles for loss. In comparison, Clowney recorded 13 sacks and 23.5 tackles for loss in 2012.

Still, it's not as if 6-foot-6, 266-pound defensive ends with 34.5-inch arms and 4.53 speed grow on trees. Whether or not he'll fulfill his potential, you can't argue that Clowney's ceiling in the N.F.L. is otherworldly.

In Houston, Clowney will pair with Whitney Mercilus as the Texans' pass-rushing outside linebacker duo. Houston will most likely move Brooks Reed inside, so the pick could represent an upgrade at two positions.

The Houston Texans select Jadeveon Clowney with the first pick of the NFL draft. Only took them 4 months, 8 days and 10 minutes to decide.

— Justin Sablich (@JSablichNYT) 9 May 14

8:03 P.M. A Look Back at Draft History

Slide Show

The N.F.L. draft has come a long way. Take a look.

We're mere minutes away from the N.F.L. draft, and as expected, rumors are running rampant.

The Detroit Lions love U.C.L.A. defensive end Anthony Barr, according to NFL.com's Ian Rapoport, but they might not get him if ESPN's Bob Holtzman is right that Barr is one of the Minnesota Vikings' targets with the eighth overall selection.

The Pittsburgh Steelers are a team to watch for North Carolina tight end Eric Ebron, and the Atlanta Falcons appear to be the team most likely to trade up. But not too far.

ESPN's Adam Schefter says the Jacksonville Jaguars are "intrigued" by Johnny Manziel at No. 3 over all, while Fox's Jay Glazer thinks Johnny Football is going to fall to the Arizona Cardinals in the back half of the first round. Or he could go somewhere in the middle (including to a certain New York team). One thing we know for sure about Manziel is that he's the Cowboys' top-rated quarterback, per ESPN's Todd McShay. Unless, of course, he isn't.

The fact is that we don't really know very much about what's going to unfold tonight and, outside of those picking near the top of the draft, neither do the teams. But that's what makes the draft so special. That's what adds to the intrigue. That's what has fans coming back for more.

There are about a million ways the draft could develop tonight, but the one certainty is that there will be twists and turns not even the most sophisticated analysts could envision.

Our motto for the 2014 N.F.L. draft: Expect the unexpected.

Rainier Ehrhardt/Associated Press

And here's a little more information to whet your appetite before the draft. Melissa Hoppert, The Times's N.F.L. editor, reveals what to look for as teams make their picks this week.

We're an hour away from the first pick. Now's a good time to take another look at the Retro Report's take on the 1998 draft.

A version of this article appears in print on 05/09/2014, on page B13 of the NewYork edition with the headline: A Look at Round 1.

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DealBook: Some Investors Bet on Return to Reverse Mortgages

Some private investors are betting that reverse mortgages, an investment product aimed at older people in need of cash, will make a resurgence as more homeowners reach retirement age in the coming years.

A reverse mortgage start-up based in New Jersey has raised about $230 million in a private offering managed by the investment banking boutique FBR Capital Markets. Investors in the private sale of shares of Reverse Mortgage Investment Trust included hedge funds, wealthy individual investors and customers of the investment firm.

The private placement in February sets the stage for a potential initial public offering for the company, which operates under the name Reverse Mortgage Funding, according to regulatory filings and conversations with people briefed on the details, but not authorized to speak publicly about the offering.

A public offering would make Reverse Mortgage Funding, which opened its doors last summer, one of the first stand-alone publicly traded companies that specialize in reverse mortgages, which provide government-guaranteed loans to homeowners based on the equity value in their homes in exchange for fees and interest payments that are paid when the loan comes due.

A successful debut in the public markets for Reverse Mortgage Funding could also encourage other players in this segment to hold their own public offerings.

"We ultimately want to be the public face of the reverse mortgage business," said Craig M. Corn, the firm's chief executive, who declined to comment on the company's future capital raising plans.

Mr. Corn and most of his executive team previously ran the reverse mortgage operation at MetLife. The insurance giant — and big banks like Wells Fargo — left the reverse mortgage business after the housing crisis. The market for reverse mortgages virtually dried up after the ensuing surge in loan losses and plunging home values made it impossible for most older homeowners to qualify for such loans.

But Mr. Corn and his team are banking on a revival in the reverse mortgage market with the recovery in home prices and the need for baby boomers to find additional income to support them in retirement.

He said that during the road show to sell the private placement, most of the investors with whom he met were more focused on the demographic trends that pointed to a rising demand for products like reverse mortgages than the fallout from the housing crash.

"If the housing market was in a free fall, it might have been a different conversation," said Mr. Corn, whose firm is based in Bloomfield, N.J., a suburban community about 19 miles from New York City. "The demographic story is this is a fast-growing, older American population that is completely unprepared for retirement."

Reverse Mortgage, which has organized itself as a real estate investment trust, or REIT, and sold 15 million shares at $15 a share, also intends to invest in securities backed by reverse mortgages. The company has lined up a well-connected board that includes Bradley D. Belt, former executive director of the federal Pension Benefit Guaranty Corporation; Brian D. Montgomery, former assistant secretary for the Department of Housing and Urban Development; and Mikhail Radik, a portfolio manager at BlueMountain Capital Management.

A spokesman for BlueMountain, a prominent hedge fund that has invested in other REITs before they went public, declined to comment on its involvement with Reverse Mortgage.

Still, given the industry's recent rocky performance, it is too soon to say whether the investor optimism in Reverse Mortgage Funding will be rewarded. Just six firms dominate the market — accounting for 66 percent of all the loans underwritten last year, according to Reverse Market Insight, an industry data and valuation company. Liberty Home Equity Solutions, a subsidiary of the mortgage servicer Ocwen Financial Corporation, posted a $6.3 million loss in the first quarter of 2014, a sign of continuing weakness in the industry.

The reverse mortgage market peaked in 2008, when the industry funded 114,923 loans, but fell off sharply in the following years, according to Reverse Market Insight. In 2013, 60,923 reverse mortgages were completed. This year, as of the end of April, firms funded just 19,015 loans, compared with 21,632 loans at the same time in 2013.

The industry has historically drawn its fair share of scorn for using older Hollywood actors to hawk their product on late-night television advertisements. Some consumer advocates have complained that the reverse mortgage business preys on the financially ill-informed, who might be better off simply selling their homes and banking the cash than entering into a transaction that pays a premium to a lender.

But for those over the age of 62 who want to stay in their homes and owe little to nothing on a mortgage, the investment product has its appeal. The loans, which are guaranteed by the Federal Housing Administration, often do not need to be paid back until borrowers either sell their homes or die. Borrowers can get a line of credit, a lump-sum payment, or monthly payments through a reverse mortgage, also known in the industry as a home equity conversion mortgage.

To limit the potential for losses, the F.H.A., a division of the Department of Housing and Urban Development, recently imposed restrictions that limit the amount an elderly person can borrow and make sure the borrower has enough money to continue paying for insurance coverage on a home and property taxes.

Daniel Alpert, managing partner of Westwood Capital, an investment firm that specializes in advising on real estate transactions, said much of the early "hucksterism" surrounding the reverse mortgage business had disappeared and the industry was becoming more mainstream and professional. But he said that even as reverse mortgages became a safer investment product, it was unclear just how big the market would be — even with baby boomers approaching retirement age.

"It presupposes that people have a preference to stay in their homes as opposed to selling those homes and downsizing," Mr. Alpert said.

Investors in Reverse Mortgage Funding's private REIT are betting a higher percentage of baby boomers will choose to remain in their homes if given the choice. In a private REIT, investors are typically paid a dividend based on the firm's earnings.

Reverse Mortgage Funding declined to discuss the number of reverse mortgages it has funded this year.

Mr. Corn and his colleagues are planning for the long haul. The firm, which also has an office in Melville, N.Y., on Long Island, has about 100 employees. And the company's headquarters in Bloomfield is in the same office space that Mr. Corn and his colleagues occupied when they were at MetLife.

In some ways, it is as if Mr. Corn and his colleagues never left. "It's the exact same office. The same furniture," Mr. Corn said.

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