Brent McDonald and Hannah Fairfield contributed reporting.
Number one blog for finding anything that has to do with the law. Read up on the law and know your rights. Labor Laws, Wage Laws, Contract Laws, and anything else that has to deal with justice and rights.
Sunday, September 8, 2013
Harvard Business School Case Study: Gender Equity
Tuesday, July 30, 2013
Wednesday, July 3, 2013
DealBook: Steinway Sold to Private Equity Firm for $438 Million
Sunday, June 16, 2013
DealBook: JPMorgan to Spin Out Its Private Equity Unit
Mario Tama/Getty ImagesSince taking over as chief executive, Jamie Dimon has gradually reduced JPMorgan’s exposure to the risky business of buying and selling companies.Jamie Dimon has long had a complicated relationship with private equity. Since taking over as chief executive of JPMorgan Chase in 2005, Mr. Dimon has gradually reduced the bank’s exposure to the risky business of buying and selling companies.
On Friday, Mr. Dimon announced that JPMorgan’s last remaining private equity unit, One Equity Partners, would be spun out into a separate company and raise its next fund as an independent firm.
The move comes as banks are facing regulatory pressure to reduce their exposure to risky businesses, but the divestment of One Equity, which manages $4.5 billion of the bank’s money, was not in response to that, according to a person briefed on the matter.
Instead, this person said, the decision is a reflection of JPMorgan’s emphasis on its client businesses rather than making investments off the firm’s balance sheet. Last year, the bank was buffeted by a multibillion-dollar trading loss by its chief investment office in London.
The One Equity business is the legacy private equity arm of Bank One, the Ohio bank that Mr. Dimon ran and sold to JPMorgan in 2004. At that time, JP Morgan had two other private equity divisions — JPMorgan Partners, a unit that made a broad range of investments, and Corsair, an arm that invested in financial services.
Mr. Dimon took over as chief executive of the combined company in 2005. That year, the bank surprised Wall Street by keeping the smaller One Equity Partners and splitting off the bigger business. JPMorgan Partners is now an independent private equity firm called CCMP, and Corsair was spun out in 2006 into an independent firm.
One of the bank’s reasons for de-emphasizing its private equity investments — especially the ones that were made by its largest unit, JPMorgan Partners — is that it didn’t want to be in businesses that directly competed with some of its prized private equity clients, like Blackstone Group and Kohlberg Kravis Roberts. JPMorgan’s investment bank has a very lucrative business both advising and making loans to the world’s largest buyout firms.
One Equity was started in 2001 by Dick Cashin, its managing partner and a former Olympic rower. Among the firm’s more successful deals were its buyout of the health care company Quintiles and its acquisition of Polaroid out of bankruptcy. Jacques Nasser, the former chief executive of the Ford Motor Company, is a One Equity senior executive. The firm will continue to manage its existing portfolio of investments for JPMorgan, and sell them off over time.
“I have worked with the team at OEP for the past 12 years and have a lot of respect for all that they have accomplished and the great value they have delivered to the firm,” Mr. Dimon said in a statement.
JPMorgan’s decision to divest itself of One Equity comes as the debate over the Volcker Rule drags on. The passage of the Dodd-Frank financial overhaul in 2010 placed restrictions on how much capital banks could invest in hard-to-sell assets like private equity.
A number of banks have jettisoned much of their buyout operations, including Bank of America and Citigroup. But with the continued uncertainty surrounding the Dodd-Frank law, others have maintained their private equity arms, like Goldman Sachs Capital Partners and Morgan Stanley Global Private Equity.
Wednesday, June 12, 2013
DealBook: Private Equity Capitalizes on Chinese Firms’ Depressed Shares
HONG KONG – If you can’t buy them, bankrupt them.
Three months ago, Ambow Education Holding, a troubled operator of tutoring centers in China that was listed on the New York Stock Exchange, was the target of a $108 million privatization bid by Baring Private Equity Asia.
On Monday, Baring emerged as one of several big shareholders that had succeeded in pushing Ambow into provisional liquidation by a court in the Cayman Islands, where the company is registered, after a dispute with management over an investigation into possible financial misconduct.
Rapid downfalls have not been uncommon among Chinese companies listed in the United States in recent years, after a wave of accounting scandals led to a broad sell-off of such stocks. At the same time, a growing number of private equity firms have sought to capitalize on depressed share prices of Chinese companies by making buyout offers.
But Ambow’s situation stands out.
“Perhaps no company ever transited as quickly from a private equity firm’s sought-after takeover target to being liquidated,” said Peter Fuhrman, chairman of China First Capital, an investment bank and advisory firm based in Shenzhen, China.
Ambow was taken public in 2010 in a $107 million deal led by JPMorgan Chase and Goldman Sachs. Its market value rose to more than $1 billion that year but came under pressure throughout 2011, along with many other Chinese stocks.
Then in July 2102, Ambow disclosed in stock exchange filings that a former employee had come forward claiming “financial impropriety and wrongful conduct” related to the company’s purchase of a training school in China in 2008.
Ambow said it had hired outside lawyers to help its audit committee carry out an internal investigation of the matter and that it would not comment further. Its shares promptly dropped by half, from more than $4 apiece to just over $2, then continued to slide until early this year.
Baring, a firm based in Hong Kong that used to be part of the Dutch financial services company ING, began its privatization bid for Ambow on March 15 at $1.46 per American depositary share. It was a 45 percent premium to the share price at the time.
Then things got messy. On March 18, three of Ambow’s four independent directors resigned. On March 22, the law firm Fenwick & West resigned after nine months of leading the investigation into possible financial misconduct. That same day, the Chinese affiliate of PricewaterhouseCoopers, also known as PwC, resigned as Ambow’s auditor.
“In its letter, PwC stated it was resigning as a result of its concerns that the investigation may not be given the necessary resources and time, and the presence of existing management may make conducting an investigation of the scope that PwC believes is warranted unlikely,” Ambow said in a filing. The New York Stock Exchange suspended trading in the shares.
Baring withdrew its privatization bid on March 25, 10 days after it was made, citing the resignations and the trading suspension. It said in a letter that “as a result of these unexpected events, we have concluded that it is not possible for us to proceed.”
The petition to the Cayman court to liquidate Ambow was filed in April by a fund run by the Asian unit of the Avenue Capital Group, a New York investor in distressed stocks and bonds that owns 21.6 percent of Ambow’s shares.
According to filings on Monday to the United States Securities and Exchange Commission announcing the success of the petition, the move was supported by Baring, which has a 10 percent stake in Ambow, and an investment unit of the Australian bank Macquarie, which holds an 11.6 percent stake.
The petition accused Ambow’s chief executive, Jin Huang, of abusing her power in relation to the investigation into possible financial misconduct and of “obstructionist tactics designed to entrench her control of Ambow.”
In a statement last month, Ambow firmly rejected the accusations, saying there was “no basis” for any of the claims and that “the filing of the petition and the relief it seeks are wholly inappropriate.”
In its ruling on Friday, the Cayman court appointed the auditing firm KPMG as provisional liquidator for Ambow. KPMG will also take control of the investigation into possible financial misconduct.
The situation is complicated because Ambow’s operating business — like many Chinese companies listed in the United States — is based in China but controlled by the offshore-registered listed company through a series of complex holding structures called variable interest entities, or V.I.E.’s.
One such foreign control structure was recently ruled invalid by China’s highest court.
“Right now our control over the operating assets in China has been quite limited,” Tiffany Wong, a partner at KPMG China and herself one of the court-appointed liquidators, said on Tuesday. “We haven’t got access to the books and records of company at the moment.”
Monday, Tuesday and Wednesday are public holidays in mainland China, and Ms. Wong plans to meet with Ambow management in Beijing later this week. “We will be seeking to stabilize the company,” she said.
Sunday, April 7, 2013
At Hedge Funds and Private Equity, Lucrative Paydays
Saturday, March 16, 2013
Mintz Levin Takes Private Equity Partner From Latham
As it makes another attempt to grow in the San Francisco Bay Area, Mintz Levin has hired a corporate partner from Latham & Watkins.
Robert Burwell will join Mintz, Levin, Cohn, Ferris, Glovsky and Popeo's newly launched San Francisco office this week.
Burwell, who represents middle-market private equity firms and companies, was a member of Latham's private equity practice. He said he will have more flexibility to set the right rates for his clients at Mintz. He expects most of them to come with him.
"I feel like Mintz is a really good fit for [middle-market work], whereas Latham has been moving pretty steadily up market," he said.
Burwell is one of the first lateral partners to join Mintz in San Francisco, where the firm opened up last April after shuttering its outpost in Silicon Valley. The firm set up shop in San Diego and Palo Alto in 2006, but the Silicon Valley office -- once home to about 15 lawyers -- had dwindled to just a handful of practitioners by last March. San Francisco office managing partner Paul Churchill, who joined the firm in October, said the lateral partners Mintz has attracted since opening in S.F. show it was the right move for the firm.
A hire from Latham & Watkins will help the firm gain momentum, legal recruiter Larry Watanabe said. And as the office's first private equity lawyer, Burwell will broaden Mintz's corporate practice in San Francisco considerably, Churchill noted. He added that he is interviewing other potential lateral partners and hopes to hire lawyers who do work in venture capital and emerging companies, among other practices, in the coming months.
"For any new office, corporate is a core and essential practice area," Watanabe said. "It can often be the most difficult practice area to gain traction."
Burwell said there are no plans for other lawyers to move with him from Latham.
"Rob has been a terrific colleague, and we wish him well," said Karen Silverman, managing partner of Latham's San Francisco office.
Friday, October 26, 2012
King & Wood Mallesons Recruits Private Equity Chief From Baker & McKenzie
Baker & McKenzie's former Sydney-based private equity head is joining King & Wood Mallesons.
Mark McNamara, who was also the Australia corporate head for Baker & McKenzie, will lead the private equity practice for King & Wood Mallesons as well.
He is one of the best-known lawyers advising private equity shops on deals in Australia. McNamara's clients have included Kohlberg Kravis Roberts & Co. and CCMP Capital.
Last year, he advised U.K. private equity firm TDR Capital on its $689 million acquisition of Queensland-based Ausco Modular, a maker of portable buildings. McNamara last year also advised KKR on the $4 billion sale of its stake in Australian television network Seven Media Group to West Australian Newspapers Holdings Ltd.
McNamara has led Baker & McKenzie's global private equity group for three years. He joined Baker & McKenzie in 2000 after a stint in the London private equity group of Clifford Chance. He began his career as an associate at Clayton Utz.
Saturday, October 6, 2012
DealBook: European Private Equity Firms Seek Nontraditional Loans Amid Debt Crisis
LONDON — As the sovereign debt crisis has slammed Europe, Cinven has had to get creative to finance buyouts.
When the London-based private equity firm wanted to buy CPA Global this year for $1.5 billion, Cinven looked beyond banks, the usual source of money. Along with debt from HSBC and JPMorgan Chase, it secured almost $200 million of higher-interest loans from nontraditional lenders. It also had to spend roughly $600 million of its own cash.
“The debt markets have been challenging since 2007,” said Matthew Sabben-Clare, a partner at Cinven. “There’s a degree of selectivity by the banks over geographies and certain industries. Banks are more regionally focused than before.”
Europe’s financial woes are forcing private equity firms like Cinven to revise their deal-making playbooks.
As banks pull back, private equity firms are increasingly turning to high-yield bonds, mezzanine loans and other types of debt that carry higher interest rates. Some are appealing directly to institutional investors like pensions and sovereign wealth funds to finance specific deals.
Given the tight credit, most firms are having to put up more capital to get deals done. Cash now accounts for more than 50 percent of the average European buyout, according to the data provider S.&.P. Capital I.Q. Five years ago, that number was 33 percent. In the United States, cash represents 38 percent of the average buyout, mainly because firms have access to a variety of financing options, like capital markets.
Private equity firms “are having to widen the net to find the loan financing they need,” said Kristian Orssten, head of European high-yield and loan capital markets at JPMorgan Chase in London. “Many lenders in Europe are getting to grips with their own funding challenges.”
The financing troubles for buyouts are reflected in the weak deal-making environment.
Although firms are raising money to buy distressed assets in Europe, many have remained on the sidelines as the debt crisis continues. So far this year, European acquisitions by private equity firms have totaled $23.2 billion, a 38 percent decline from the same period in 2011, according to Thomson Reuters.
Firms have pulled some deals altogether, fearing that asset prices could fall even further. After months of negotiations, Blackstone and BC Partners dropped their $3.2 billion bid for the frozen-food company Iglo after failing to come to terms with its private equity owner, Permira, according to people with direct knowledge of the matter who declined to speak publicly.
In good times, European buyout firms relied heavily on cheap bank lending. Flush with cash, the Continent’s financial institutions provided almost 80 percent of financing on deals, often keeping the debt on their own balance sheets instead of selling it off to other investors.
But as the debt crisis worsened, banks curbed their lending in an effort to meet stricter capital requirements, which penalize firms for holding risky investments like debt connected to private equity deals. Firms like Deutsche Bank and Royal Bank of Scotland have sold loans at a discount to other investors to shed unwanted assets.
Even when banks are willing to finance deals, they are limiting their bets. Local banks are focusing mostly on deals in their home countries, and they are often willing to finance only a portion of the buyouts.
As a result, private equity firms are often tapping multiple lenders, even when the costs of a buyout are less than $1 billion. To finance its £465 million ($749 million) acquisition of the British company Mercury Pharma, Cinven capitalized on its 20-year relationships with certain banks, securing £235 million of financing from a consortium of firms, including Lloyds Banking Group.
With banks being selective, private equity firms have had to tap other markets.
High-yield debt investors, in search of better yields, have been receptive. The European private equity firm Apax issued almost $1 billion of high-yield bonds in February as part of its $2.1 billion acquisition of the telecommunications company Orange Switzerland. Intelsat, one of the world’s largest satellite operators, owned by a BC Partners-led group, raised $1.2 billion this year in an effort to refinance its debt.
“The high-yield market in Europe is exploding,” said a partner from a leading European private equity firm, who spoke on condition of anonymity. “It’s attracting a lot of institutional investors who are chasing high returns.” The amount of European high-yield bonds connected to investments from private equity firms has risen 49 percent, to $13.5 billion, since 2007, according to the data provider Dealogic.
Private equity firms are also stepping in to fill the void. The Scandinavian firm EQT Partners turned to a consortium of financial players, including Kohlberg Kravis Roberts, for around $510 million of mezzanine financing for its $2.3 billion acquisition of the German medical supplies company BSN Medical in June.
“As bank funding has become more expensive, it has opened up an opportunity for new types of financing,” said Sachin Date, head of private equity for Europe, the Middle East, India and Africa at the accounting firm Ernst & Young in London.
But such debt carries its own set of risks. Generally, loans from nontraditional lenders carry higher interest rates, which can be costly for companies, especially in the current economic conditions. If the financial burden became too high, it could force borrowers to default on their loans and exacerbate the region’s woes.
“The crisis has hit much harder than people had expected,” said Nicolas de Nazelle, a managing partner at the private equity adviser Triago in Paris.