IPO

One storyline that is clearly emerging from the various private equity and hedge fund IPO rumors and reports is that the investment banks are gunning hard for this business. And they’re not waiting around for hedge funds to decide to go public—they’re pitching, even pushing, the idea of launching a public offering on the firms.
“All over Wall Street, bankers are pushing private-equity shops to move quickly, reminding them that market conditions could deteriorate and diminish investor appetite for any offering,” Wall Street Journal reporters Katie Kelly and Robin Sidel write in today’s paper. “In this case, however, it isn’t clear whether bankers are more concerned about a capital-markets slowdown or getting a high-profile deal to the finish line before rival firms attempt to do the same.”
A sign of how ultra-competitive the investment banks have become for this business is the public attention paid to the fact that Goldman Sachs was not included as an underwriter for the public offering of Blackstone partnership equity. There was a lot of speculation about why one of the premier banks on Wall Street (yes, yes, Broad Street, we know, “Wall Street” is a metaphor or a synecdoche here) was left out of a deal that seemed to include every other bank on the Street. Was it because Goldman “called bullshit” on the Blackstone IPO, as some said? Or was it personal animosity between the higher-ups at Blackstone and some prominent Goldman personages? Or—and we’re sorry there are so many “ors” here but that’s just the way the world is—was it that Blackstone was hesitant to let Goldman—which competes with Blackstone in many of its businesses—do much digging into its books in preparation for the offering.
If the reports of an Apollo IPO—a story broken by CNBC’s Charlie Gasparino yesterday and carried several millimeters forward in today’s Wall Street Journal and New York Post—are correct, then it seems we have the answer: Goldman couldn’t take the Blackstone business because it was already working on the offering of its competitor. Now Goldman is famous for finding creative ways to cleverly untie seemingly Gordian knots of conflicts—but underwriting two competing private equity IPOs might have been too going too far.
That’s the story as we’ve heard it. But the boys at Deal Journal have an alternate reading of the Apollo story. They write that the Apollo IPO isn’t so much of what kept Goldman out of the Blackstone underwriting syndicate—it’s a consolation prize for the banks, a bit of business they apparently pushed to get after being shut out by Blackstone. Of course, Deal Journal has been a big proponent of the Blackstone In Competition With Goldman theory, and this take would allow them to leave that notion in place. The Apollo Conflict theory, in fact, undermines the whole idea that Goldman was shut-out.
Of course, we’re probably just counting our eggs while they are still in the bush. Or however the saying goes.

  • 04 Apr 2007 at 9:02 AM
  • Apollo

Apollo Launching An IPO?

charliegasparinoonapollogoldman.bmpGoldman Sachs is advising Apollo Management on an initial public offering, we learned from CNBC’s Charlie Gasparino late in the afternoon yesterday. Later CNBC reported that JP Morgan had a piece of the deal as well. While no final decision has been made to pursue the IPO, the private equity firm was “pretty far along” in the discussions and leaning toward launching an IPO possibly as early as this far, Gasparino said.
Today’s Wall Street Journal adds to the story, reporting that Apollo has hired J.P. Morgan as well as Goldman Sachs to arrange the IPO, which the Journal’s Kate Kelly and Robin Sidel say would include only a small portion of Apollo equity and could be worth a $1.5 billion. Team Kelley & Sidel also cite “people close to the banks” naming an even earlier IPO date, saying it could come “as early as this month or May.”
The New York Post weighs in as well this morning, reporting that its sources say that Apollo might file for the IPO as early as… “soon.”
Questions remain open. First and foremost: Is this really going to happen? Team Kelley & Sidel cite unnamed “people familiar with Apollo’s thinking” who then cite unidentified people in “Apollo’s executive ranks” who deny that an IPO is “in the works.” Team Kelley & Sidel treat this as “Apollo distancing itself” from the IPO talk—and the boys at the Junior Journal (also known as the Journal’s M&A blog, Deal Journal) read this as a straight forward denial.
But it’s clearly anything but a straight forward denial! Denying something through double blind, unquotable paraphrase is tantamount to, well, admitting it. No one at Apollo, Goldman or JP Morgan seems willing to take responsibility for the denial. Something they could easily do if there was no IPO in the works. This might be “distancing” but one senses Apollo is only backing up while getting ready to charge into an IPO.
Apollo IPO? [CNBC.com]
Apollo Is Pushed to Become Latest Private-Equity IPO [Wall Street Journal]
Apollo: Goldman and J.P. Morgan’s Consolation Prize [Deal Journal]
Apollo Boss Plans To Follow Rival To IPO [New York Post]

The Harpooning of Blackstone

blackstoneipoblackstoneipoblackstoneipo.jpgThe Washington Post’s Allan Sloan rails against the partnership equity structure and the tax structure of Blackstone but is good enough to indicate why he’s been paying so much attention to the private equity firm: because they had the nerve to raise their profile with the IPO.

If you’re wondering why people like me keep writing about Blackstone Group, the big private-equity player, there’s a simple answer: The whale that comes to the surface gets harpooned. And whales don’t get much bigger than Blackstone, which lately seems to be bidding on every asset in sight.
When private-equity firms and hedge funds kept low profiles, they were well out of harpoon range. They benefited from an enormous tax loophole that few but the cognoscenti knew about and a nice legal loophole that’s familiar to people in the world of partnerships but that I’d never heard of until last week. These things have now emerged into public view, thanks largely to Blackstone’s bid to become a publicly traded company. The harpoons are flying — as well they should be.

That’s a refreshingly honest view of the way journalists find their targets, and one that hedge funds and private equity firms considering going public may want to keep in mind. There’s a risk of invoking the prating wrath of the chattering classes.
Ahoy, Blackstone, and Ready the Harpoons [Washington Post]

blackstoneipoblackstoneipoblackstoneipo.jpgAre we witnessing the beginning of the end of the public corporation? The arrival of the Blackstone private equity has given rise to the idea that the publicly held corporation—which has dominated the business model in the US and much of the world—may be in eclipse. Blackstone offers shareholders a very different mix of rights and opportunities than a typical public corporation, according to Larry Ribstein’s column in The American.
March-April 2007 Cover of The American.JPG

While the business columnists prate about “shareholder democracy,” this prospectus shows us where business is really headed. These partnerships make publicly held corporations, which activists disparage as dictatorships, look like New England town meetings. The owners are not protected by voting, shareholder proposals, majority voting for directors, or any of the other paraphernalia of the publicly held firm. Rather, the owners’ solace lies in the regular distributions of cash, the managers’ high-powered incentive compensation, and the portfolio companies’ debt load, which concentrates their managers’ attention producing enough cash to avoid bankruptcy.

Why should shareholders be willing to forgo so many of their long-earned traditional rights? Largely because the partnership model—with its limited rights for common equity holders—has been winning in the way that counts the most: money. Private equity companies, in particular have been making a lot of it. And now the public is apparently craving a chance to stick its fingers into the pie.
This is almost a counterpoint to the story about public corporations adopting private equity style debt levels. As we noted this morning, the problem with modeling a public corporation after private equity is that you take on the risks faced by a private equity shop’s portfolio company—namely, higher debt maintenance costs—without eliminating some of the more onerous costs of the public company form—agency costs of a non-owner management, litigation, government regulation and activist shareholder uprisings.
But Ribstein isn’t sure what he calls the “Privlic Company” model is the wave of the future. It is threatened by the IRS—which may not permit Blackstone to continue enjoy the tax benefits that have helped make it so profitable one it becomes public—and has yet to be widely tested. If shareholders get burned in the Blackstone deal, they may turn against the structure.
Going Privlic [The American.com]

blackstoneipoblackstoneipoblackstoneipo.jpgThe war against Blackstone’s valuation continues. Yesterday we noticed that someone seemed to be suggesting to Reuters that Blackstone’s $40 billion valuation was what caused Goldman to walk away from the deal. (Incidentally, the consensus among our readers is that this story is completely implausible and was probably planted by Goldman itself.)
BreakingViews has another critique. Noting that the valuation would make each of Blackstone’s 770 employees $50 million, BreakingViews, wonders how Blackstone’s business can really command that kind of valuation.

Financial firms, which generally operate under more competitive conditions, tend to have lower valuations. The 27,000 heads at Goldman Sachs Group Inc. are priced at a modest $3.2 million on average. Businesses with cast-iron franchises can be worth more. For instance, Moody’s Corp., the credit-ratings business, has a market valuation per head of $5 million.

That sounds persuasive but keep in mind that this “per employee valuation” is only measuring half of the equation (at best). It is discounting additional productivity by, well, 100%. What about those enormous per-employee earnings we saw in the IPO? Measured on a per-employee basis, Blackstone made ten times as much as Goldman did last year. With $3 million in earning per employee, Blackstone’s is valuing its employees at only a 16.6 multiple. Put it that way and the Blackstone’s IPO doesn’t sound as outrageous.
Update: An anonymous reader proposes that this 16.6 multiple makes each and every one of Blackstone’s a candidate for a personal private equity buyout. “All a 16.6x valuation means is that Blackstone contains approximately 770 buyout opportunities. . .the only difference is that Blackstone isn’t getting the proceeds. Goldman could come in and buy almost any of their employees away,” the reader explains.

Too Valuable? Blackstone’s IPO Would Put a High Price on Staff
[BreakingViews in Wall Street Journal]

Speculation continues about why Goldman Sachs and JP Morgan Chase were shut out of the Blackstone IPO. The latest theory–basically that Goldman scoffed at the idea that Blackstone is worth $40 billion– comes our way from Reuters.

Goldman, JPMorgan and Blackstone are declining to comment on why the two banks were left out. Morgan Stanley, Citigroup and Lehman also declined comment.
One possibility is that Goldman agreed to be an underwriter but disagreed with Blackstone over its hefty valuation, said Lawrence White, a professor of economics at New York University’s Stern School of Business.
Right now, the deal is expected to value the entire company at $40 billion. Blackstone last year earned $2.27 billion, according to its filing.

We’re not sure if we buy this one. It sounds a bit like someone at Goldman might be trying to explain away the firm getting shut out, and delivering a nasty dig at Blackstone in the process.
Goldman, JPMorgan absent from Blackstone IPO [Reuters]

stocktickerhistory.jpgBX.
“Word around Wall Street this morning was that the private-equity firm has settled on BX as its stock-listing handle, after considering a number of two and three-letter monikers,” Deal Journal’s Dennis Berman reported this afternoon.
Why BX? As in “Bronx?” Or “bitter-ex?” Or maybe “Beware: Crossing?”
“As in bucks. Lots of bucks,” Berman writes.
Blackstone’s Ticker Symbol: It’s BX [DealJournal]