October 8,
2007
Private
Equity's Public Moves |
With
big buyouts in the doldrums, firms are picking up
small pieces of companies
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Need more proof the
buyout boom has fizzled? With dozens of megadeals on hold in
the wake of the credit crunch, private equity firms with huge
war chests are pouncing on private investments in public
equity (PIPEs), an obscure market that has burned them
before.
In recent weeks, officials at
Blackstone Group and the private equity arm of Goldman, Sachs
& Co. (GS
) have said they see PIPEs as a lucrative
opportunity--comments that followed a spate of recent PIPE
investments by other firms. It's not private equity's usual
playground. In a typical deal, an investor negotiates directly
with a company to buy a minority stake, usually purchasing
restricted stock at a deep discount or high-yield bonds that
convert into equity at a predetermined price. Owners of such
securities usually take a passive stance toward management.
This is a far cry from the activist role private equity firms
usually play, a strategy that has been the key to their high
returns. Investors in private equity funds may come to resent
forking over the usual 1% to 2% in annual fees and 20% of
profits, if the funds' managers don't have the power or will
to force change at underperforming companies through their
PIPE investments. "We're not looking to pay private
equity fees for something that we could replicate in public
markets," says Erik Hirsch, chief investment officer at
Hamilton Lane, a money manager with $10 billion of investments
in private equity funds.
Having raised more than $300 billion last year, private equity
firms are scrambling to find new ways to deploy their cash.
That was the case the last time this crowd jumped into PIPEs
in 1999 and 2000--an ill-timed bet at the peak of the tech
boom. The bust bruised many players, a big reason why the
industry has shied away from PIPEs until fairly recently.
This time around, buyout firms may be hoping to capitalize on
the changing nature of PIPEs. The market, long dominated by
fast-money hedge funds and marred at times by trading
scandals, has historically been a funding source for small,
cash-starved companies hoping to stay afloat. Now with more
traditional corporate lenders tightening their purse strings,
bigger companies looking for faster financing are increasingly
raising money this way. In August, troubled mortgage lender
Countrywide Financial Corp. (CFC
) sold a $2 billion stake to Bank of America Corp. (BAC
) Rather than going to the open market, BofA got an
advantageous deal straight from Countrywide for preferred
stock that can convert into common shares at $18. That and
other big deals are fueling a boom: Through August companies
raised $36.6 billion with PIPEs, compared with $28 billion in
all of 2006, according to research firm PlacementTracker.
SMALLER BASKETS
Such supersize pipes started to pique private equity's
interest even before the buyout boom faded this summer. In
April, 2006, Blackstone invested $3.3 billion in Deutsche
Telekom (DT )
in exchange for a 4.5% equity stake. Kohlberg Kravis Roberts
& Co. bought $700 million in convertible bonds last
January from tech giant Sun Microsystems Inc. (JAVA
) The list has only grown in recent months. Elevation Partners
has a $325 million deal in the works for a piece of handheld
maker Palm Inc. (PALM
), and in late September, General Atlantic in Greenwich,
Conn., paid $1 billion for a piece of the Bolsa de Mercadorias
& Futuros, a Brazilian financial exchange that is pursuing
a public offering. Douglas A. Cifu, a partner at law firm Paul
Weiss who worked on the General Atlantic deal, anticipates
private equity firms may complete more PIPE deals this year
than classic buyouts. "The buyout shops put a lot of eggs
into one basket," says Cifu. "Now they are having to
diversify their skills."
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