The antitrust lawsuit against all the big private equity firms, accusing them of colluding with each other to drive down prices on LBOs in the 2003-2007 boom, was always a bit of a puzzler. On the one hand, there were lots of emails between private equity firms that they’d probably like back, to the effect of “hey thanks for not bidding on my last deal, hope you enjoy my not bidding on your next deal!” On the other hand, the lawsuit was sort of a mess, full of hazy accusations, unsupported conspiracy claims, and the sort of unfalsifiable tin-hattery that sees occasional fierce bidding wars between private equity firms as just a cunning cover-up of their conspiracy not to bid against each other.
I blog for a living, such as it is, so sometimes I would complain about that confusion, but Edward F. Harrington is a federal judge for a living so he gets to just fix it:
Plaintiffs persistent hesitance to narrow their claim to something cognizable and supported by the evidence has made this matter unnecessarily complex and nearly warranted its dismissal. Nevertheless, the Court shall allow the Plaintiffs to proceed solely on this more narrowly defined overarching conspiracy because the Plaintiffs included allegations that Defendants did not “jump” each other’s proprietary deals in the Fifth Amended Complaint and argued in response to the present motions that the evidence supported these allegations. Furthermore, the Court concludes that a more limited overarching conspiracy to refrain from “jumping” each other’s proprietary deals constitutes “a continuing agreement, understanding, and conspiracy in restraint of trade to allocate the market for and artificially fix, maintain, or stabilize prices of securities in club LBOs” ….
And so he ruled today on a summary judgment motion, getting rid of most of the crackpottery but letting the plaintiffs go forward on the claim that the private equity firms had an agreement not to jump each others’ deals after they’d already been signed. Read more »
KKR investors—in both senses of the word—did well last year. Two in particular did very, very well. Read more »
Underwriting a stock or bond deal can be very difficult and work-intensive: you need to coordinate your t-shirts for the pitch, manage logistics ranging from prospectus writing to investor-lunch-sandwich-buying, and actually convince investors to buy whatever it is you’re selling. But it can also be very easy. The limit case of easy underwriting is:
- Your phone rings at noon on a Tuesday.
- You answer it.
- “Hi, it’s Company X. How’d you like us to write you a check for $100,000 in exchange for letting us put your name on the cover of a document?”
- “Sounds good,” you say.1
- “Great, there’s a diligence call at 4:15pm. We price at 4:30.”
I’ve always liked the purity of this business model: basically, someone writes you a check, and you deposit it,2 and that’s that; you never sully yourself by actually providing them any service. But what’s in it for the client: why write you a check for doing nothing?
The answer goes something like this:
- There are fixed-ish fees for underwriting services – 7% for IPOs, 3% for follow-on equity, 2-3% for high-yield, a sliding scale based on maturity for IG.
- If you want actual underwriting done – someone to write a prospectus, call investors, and market the deal – you gotta pay those fees.
- Unless you’re Facebook or something, you have to pay pretty much the full fees.
- But you don’t have to pay all of them to the bank or banks actually doing the underwriting.
- Generally you have to pay each active bank at least as much as you pay any other bank,3 but you can still hand over a decent chunk of the fees to lower-level passive bookrunners, co-lead managers, co-managers, and other fancy titles for “bank that receives check.”
- So you essentially have “free” soft money: you’re writing a $3mm check anyway for that $100mm deal, but you can allocate $1mm or so of it to anyone with a securities license.
- So you might as well hand that free money to banks who’ve been nice to you: banks who lend you money at below-market rates, say, or advisors who’ve done lots of free work on M&A ideas that have never happened.
Read more »
Earlier today, KKR announced that former Morgan Stanley Chairman and CEO John Mack will be joining the private equity firm as a senior adviser, “supporting new investing activities and providing counsel to KKR portfolio companies.” Including the new gig, Mack is now working three jobs, the others being “part-time adviser” to Morgan Stanley and author (as previously noted, he’s working on a book). And while it’s nice to see him keeping busy, you know what these little diversions don’t leave a lot of time for? Manning up and going after his dream. Read more »
As previously discussed, one of the bigger revelations that could cause issues for Raj Rajaratnam is that his “business associate and friend,” Rajat Gupta, passed him inside information obtained from Gupta’s post as a board member of Goldman Sachs, which the Galleon founder proceeded to (allegedly!) trade on. In one particular instance, on October 23, 2008, Gupta rang up Rajaratnam twenty three seconds after an informative call with Lloyd Blankfein about the company’s financial situation. The swiftness with which Gupta funneled information to his pal presumably pleased Raj greatly, as it was a characteristic he looked for in all of his tipsters, going so far as to put it at the top of the ‘must haves’ in the listing for the gig. So you can imagine that the hedge fund manager was not at all pleased when Rajat tried to resign from the Goldman board and dry up his well. Read more »
The Principal Strategies group has a new home starting in January. Read more »
Yes, though the situation is fluid. Kate Kelly reports: Read more »
A new proposal to tax carried interest as ordinary income was just attached to a larger tax and spending bill that could be voted on by the House as early as tomorrow.
The bill would have a huge impact on private equity, venture capital and other private partnerships that rely on carried interest as their main source of income. The move would also impact some hedge funds that pay significant long-term capital gains. Washington has been toying with the tax increase for nearly three years, but the the current bill, sponsored by Sen. Max Baucus and Rep. Sander Levin, marks the first time the Senate and the House have come together on the issue. Read more »
We know every investor out there wants a chance to get a piece of Henry Kravis and George Roberts. But, KKR’s latest public filing, in which it seeks to sell $500 million worth of shares on the NYSE, is littered with “risk factors” that might make you a bit skittish.
The most significant come from Washington in the form of new tax policy, increased regulation and ongoing investigations by the Justice Department. Read more »
It must be a measure of the times that a firm that regards itself with such favor would deign to even consider participating in something so base as a government recovery program, much less discuss it on the record. Or perhaps Mr. Kravis is just a lot more loose-lipped than he used to be. That’s saying something.
Still, it is hard to blame KKR for wanting to play. Accepting free money handed out without thought to risk or reward by dimmer bulbs is, after a certain sense, what private equity is all about. Kravis argues the point (unconvincingly).
KKR could take advantage of the infrastructure stimulus plan but is less interested in buying banks or their troubled assets, co-founders Henry Kravis and George Roberts have told the Financial Times.
“I think there may be some programmes where it will be appropriate for us to partner with the government,” Mr Kravis said. “I think one area in particular that I think is a very big need and where we will have opportunities to participate is in infrastructure.”
The Obama administration has committed hundreds of billions of dollars to infrastructure spending as part of its plan, ranging from road and bridge construction to investments in broadband and “green” energy.
Mr Kravis said the firm was looking at the public-private investment partnership and other initiatives. But the partners expressed caution about an overly opportunistic approach.
“Simply buying a pool of assets [through] a highly levered vehicle because a government is willing to give you more leverage than the markets and just sitting there and running off the assets and giving the money back to your partners is not what we do,” Mr Roberts said.
Of course this is totally ridiculous. This is exactly what private equity firms do and if the government had been offering buyout artists even a tenth of a percent lower rates than the leveraged finance groups that multiplied like rabbits over the last fifteen years the Treasury would now labor under a balance sheet bloated with large swaths of now-private businesses in or approaching default.
KKR sets out stall for role in stimulus package [The Financial Times]