Opinion

Felix Salmon

Private equity math, Nuveen edition

Felix Salmon
Apr 14, 2014 13:32 UTC

The WSJ has the details of today’s big asset-management news: TIAA-CREF is buying Nuveen Investments for $6.25 billion.

The sale marks the end of an ill-fated acquisition by private equity shop Madison Dearborn in 2007, just before everything fell apart. Madison Dearborn paid a total of $5.75 billion for Nuveen — a premium of 20% to its market value. As the WSJ says, the buyers used $2.7 billion of their own money to pay for Nuveen, and then borrowed the other $3.05 billion. But then things got tough:

Within a year, Nuveen’s borrowing costs had risen as the financial crisis set in. The company eventually refinanced most of its buyout debt, which now stands at $4.5 billion and will be absorbed by TIAA-CREF.

With the TIAA-CREF deal, Madison Dearborn will have at least broken even on its Nuveen investment, a person familiar with the matter said.

On its face, this doesn’t seem right. If TIAA-CREF is absorbing $4.5 billion of Nuveen’s debt, that means it’s paying $1.75 billion in cash. That’s a billion dollars less than Madison Dearborn paid in 2007. Is it credible that Madison Dearborn has managed to dividend out a billion dollars of profit between 2007 and today?

No, it isn’t. If you look at Nuveen’s financial report, it shows net income in the five years from 2009 to 2013 to be minus $495,516,000. There’s another line, stripping out “Noncontrolling Interests” and showing net income “attributable to Nuveen Investments”; that one shows an even bigger cumulative five-year loss, of $540,752,000.

But it doesn’t end there. If you go back to the predecessor company and look at Nuveen’s results from the acquisition in 2007 through the end of 2008, you’ll find a net loss of another $1,941,588,000, and a net loss attributable to Nuveen Investments of $1,796,012,000.

Which means that either way you look at it, the cumulative losses that Madison Dearborn has overseen come to somewhere in the region of $2.4 billion.

So here’s my back-of-the-envelope math: you buy a company for $2.7 billion in cash, plus debt which you refinance a few times. While you’re running the company, it loses a total of $2.4 billion. And then you sell the company for $1.75 billion in cash. Total going out the door: $5.1 billion. Total coming in, at exit: $1.75 billion. Net loss: some $3.35 billion, give or take.

All of which raises some big questions about the WSJ’s claim that Madison Dearborn “will have at least broken even on its Nuveen investment”. If that claim is even close to being true, then at the very least we can’t take Nuveen’s public filings at face value at all. (Nuveen needs to make public filings even though it isn’t a publicly listed company, because it has issued public debt securities.) Somehow, Madison Dearborn will need to have turned losses for Nuveen into substantial profits for itself — the classic strip-and-flip strategy.

This is worth remembering, when private-equity types (think Mitt Romney) claim that their interests are aligned with the interests of the companies they buy. That certainly doesn’t seem to have been the case here. Nuveen is being sold with about $1.5 billion more debt than it started with, and with cumulative losses under Madison Dearborn’s ownership of some $2.4 billion. That’s not a great legacy for TIAA-CREF to inherit. If Madison Dearborn really is breaking even on this deal, that only goes to show the enormous disconnect between the economics of private equity companies — the wealthy rentiers of society — versus the economics of the real-world companies they buy and sell.

Update: Dan Primack has many more details on how Madison Dearborn is likely to end up breaking even here. For one thing, he says, “In addition to its $1.75 billion, Madison Dearborn will receive all of Nuveen’s balance sheet cash.” That’s a substantial sum: about $325 million or so. Then there are various successful investments that Nuveen made, as well as profit on the acquisition of a minority stake in Nuveen at a distressed price during the financial crisis. And most of those big losses were thanks to intangible asset writedowns. Which just goes to show how private equity really can come out ahead, even when the company it’s investing in seems to be struggling and losing billions.

COMMENT

Felix briefly mentions Nuveen’s intangible asset writedowns, but underplays them.

As Matt Levine notes – http://www.bloombergview.com/articles/20 14-04-14/how-bad-a-private-equity-invest ment-was-nuveen-investments – those impairments account for over 100% of the net losses posted by Nuveen during Madison Dearborn’s ownership. Those items are completely non-cash and are essentially a mark-to-market charge saying that Madison Dearborn overpaid for Nuveen in 2007. (That seems to be true, in the sense that Madison Dearborn would have taken a huge loss if it sold Nuveen in 2009 when, per Dan Primack, Nuveen’s annual EBITDA was $253 million, as compared to $404 million in 2013.) A key point to note is that GAAP dictates that these impairment charges are never reversed – there’s a requirement to test annually for impairment, but the amount that’s written down is never written back up.

Summarizing – the “$2.4 billion in losses” referenced by Felix are driven by required GAAP accounting for non-cash writedowns, and these losses are therefore completely meaningless for the type of analysis that he’s trying to carry out here.

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Heinz: The headline-friendly LBO

Felix Salmon
Feb 14, 2013 18:37 UTC

Brazilian multi-billionaire Jorge Paulo Lemann’s cunning plan seems to have worked. In 2008, when his InBev announced that it was buying Anheuser-Busch, there was an immediate uproar: sites like Drink American and SaveAB immediately appeared to protest the deal. (“With your help we can fight the foreign invasion of A-B. We will fight to protect this American treasure. We will take to the Internet, to the streets, to the marble halls of our capitals, whatever it takes to stop the invasion.”)

headlines.jpgThis time around, Lemann has decided that he wants to be the American — and he’s done it by teaming up with an American icon even more beloved than Budweiser or Heinz ketchup: Warren Buffett. This is a takeover of Heinz by 3G, make no mistake: Lemann approached Buffett with the idea in December. But look at how this is playing on, say, the NYT homepage: the headlines are all about Buffett and Berkshire, not about Brazil.  This is a leveraged buy-out, just like most other private equity deals, but it’s getting none of the bad press that LBOs often receive, and no one’s talking about “corporate raiders”. (The headline isn’t even accurate: Buffett is paying only half of the $23 billion, with the other half coming from Lemann and his partners in 3G. And it’s unclear what mergers are included in this “revival”.)

It’s easy to see why both 3G and Buffett love this deal. $23 billion is a lot of money, quite possibly more than 3G could comfortably stretch to on its own. So having a partner is attractive to them — especially when the partner is Warren Buffett. On the other side, Buffett gets to buy in to a storied franchise — one, what’s more, which will now be run by the best operators in the world. The 3G folks know the fast-moving consumer goods industry intimately, and can run companies in that industry more effectively and efficiently than anybody else in the world. Pair them up with brands as strong as Heinz’s, and it’s reasonable to assume that Buffett is going to see some gratifying profits from this deal.

This, then, is not a Buffett deal: it’s a 3G deal, with Buffett being brought in as a kind of guest GP. Neither is it, as Peter Lattman says, an indication of “the rise of Brazil as an economic power”, or of the strength of the Brazilian economy. 3G’s principals might be Brazilian nationals, but really they’re part of the global plutocracy, and are as happy with a Belgian brewery as they are with a Brazilian bank.

In a world where private-equity shops are desperate to put their money to work, and where stock-market investors are more conservative than aggressive financiers, we’re going to continue to see more of these high-profile LBOs. Which in turn is going to make the stock market even less relevant than it is today.

COMMENT

@y2kurtus – fair point. BRK stock closed today at 1.33x of book value, which I should have used as superior measure to book value. Using the market value of equity puts Berkshire’s equity to total capitalization at 52%. I suspect that the implicit market valuation of the operating companies is greater than 1.33x book, but the insurance operations and marked to market investments lower the blended average.

My complaint, by the way, isn’t really with Buffett. He’s obviously a very successful and disciplined investor. His public comments paint himself and Berkshire in a favorable light, which is fair and not surprising. My issue is that most of the financial press reports his words as the views of a neutral observer, even when he has a vested interest. In certain cases it’s like reporting what the CEO of Ford thinks about GM.

* All the “millions” in my earlier post were, of course, typos that should be “billions”.

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Why Dell is going private

Felix Salmon
Feb 5, 2013 15:38 UTC

Why are Michael Dell and Silver Lake taking Dell private at a valuation of $24.4 billion? Christopher Mims explained his theory a few weeks ago: it’s all about a company that Dell acquired last year for roughly $500 million. Wyse makes PCs-on-a-USB-stick: everything is in the cloud. According to Mims, if you combine Wyse’s technology with Dell’s ability to talk the kind of language that corporate IT buyers love, Dell is now well position to disrupt itself:

A privately held Dell, shielded from the pressure to post continual growth on a quarterly basis, could refocus itself on thin clients and cloud computing, which could set itself up for a breathtaking turnaround.

This raises an interesting question. Right now, Dell has about $9 billion of debt; that number is going to rise substantially post-buyout, with a $2 billion loan from Microsoft and a $15 billion financing package from Wall Street. The cost of servicing all that debt is going to weigh heavily on any company trying to grow fast in the highly competitive and extremely capital-intensive world of cloud computing. Wouldn’t it be easier to just stay public, announce a new cloud-based strategy, let the stock find its level, and then execute with an eye to the long term?

After all, private equity shops like Silver Lake have a clear time horizon and exit strategy: they want to come in, turn the company around, and then sell out at a substantial profit within 5-10 years. Public equity, by contrast, is permanent capital, and has an infinite time horizon — in theory, it should be better suited for people with a long-term vision.

But two things are going on here. Firstly, Dell is incredibly cheap. It has revenue of roughly $60 billion per year, gross profit of almost $14 billion, and net income of more than $2.5 billion. That means Silver Lake is paying less than 10 times earnings for the second-biggest PC manufacturer in the US, and the third-biggest in the world. And secondly, debt is incredibly cheap as well. Financing terms haven’t been disclosed, but I doubt Dell is paying more than 6% for its money. 6% of $15 billion is less than $1 billion a year, which still leaves a lot of money left over for investing in the cloud.

Winning a significant share of the cloud-computing pie is not going to be easy: both Google and Amazon are formidable competitors. But I can absolutely see what Silver Lake is thinking here. For many years, the big money in technology has been in fast-growing early-stage companies — but those companies are being increasingly boxed in by a few large firms who each hold key patents in just about every area. Dell has patents — it acquired more than 180 of them with the Wyse acquisition alone; it has the ability to invest and to reach enormous numbers of customers; and it also has a large number of boring-but-viable business units which can be sold off to generate even more capital if needed.

The valuation curve in the technology space has never been as steeply inverted as it is right now: while there are dozens of billion-dollar startups with negligible profits or revenues, the giants in the sector are trading at a significant discount to the stock market as a whole. For a company like Silver Lake, which is based in Silicon Valley and exists to turn around mature technology companies, this can be seen as a once-in-a-generation opportunity combining cheap debt with low valuations and enormous upside potential if they get it right. Frankly, if Silver Lake didn’t buy Dell at this point it should probably just pack up and liquidate.

This buyout might well fail — private equity is an inherently risky business. But it’s pretty obvious that Silver Lake has a much greater risk tolerance, right now, than the public equity markets have. If public shareholders don’t want to touch Dell, and Silver Lake sees an opportunity, then it makes perfect sense for Silver Lake to buy the company — especially since they get to keep Michael Dell himself as a key partner in the deal. If you’re a big company wanting to take big risks in technology, it seems, these days you have only three choices. You can be Amazon, you can be Google, or you can go private. Dell’s choice was clear.

COMMENT

I think fxtrader7 has the right take on this. Basically, it’s a liquidation play. Dell, for all its flaws, is an operating company with decent financials. Sucking the life out of it and leaving an empty husk is good business.

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Why going public sucks: it’s not governance issues

Felix Salmon
Jul 17, 2012 18:14 UTC

Marc Andreessen agrees with me that it sucks to be a public company. But he disagrees on the reasons why:

Basically, it was very easy to be a public company in the ’90s. Then the dot-com crash hits, then Enron and WorldCom hit. Then there’s this huge amount of retaliation against public companies in the form of Sarbanes-Oxley and RegFD and ISS and all these sort of bizarre governance things that have all added up to make it just be incredibly difficult to be public today.

Andreessen, of course, as the lead independent director at Hewlett-Packard, knows all about “bizarre governance things”. But Sarbanes-Oxley and RegFD and ISS don’t even make it into the top ten. And as for the idea that they’re “retaliation against public companies”, that’s just bonkers; in fact, it’s really rather worrying that we have directors of big public companies talking that way.

The three things mentioned by Andreessen come from three different places: Sarbanes-Oxley came from Congress; RegFD came from the SEC; and ISS is a wholly private-sector company which allows shareholders to outsource the job of ensuring that governance at the companies they own is up to par. If there wasn’t significant buy-side demand for such services, ISS wouldn’t exist.

It’s directors’ job to care deeply about governance, rather than to dismiss serious concerns from legislators, regulators, and shareholders as “bizarre governance things”. And for all that companies love to bellyache about the costs of Sarbox compliance, the fact is that if you’re looking to governance issues as a reason why it sucks to be public, you’re looking in entirely the wrong place.

The real reasons it sucks to be public are right there in the name. Being public means being open to permanent scrutiny: you need to be very open about exactly how you’re doing at all times, and the market is giving you a second-by-second verdict on what it thinks of your performance. What’s more, while the glare of shareholder attention on the company can be discomfiting, it tends to pale in comparison to the glare of public attention on the company’s share price. I was on a panel last week talking about IPOs in general and Facebook in particular, and I was struck by the degree to which Mark Zuckerberg’s enormous achievements in building Facebook have already been eclipsed by a laser focus on his company’s share price.

Zuckerberg — or any other CEO — has very little control over his company’s share price, but once a company is public, that’s all the public really cares about. If Facebook’s share price falls, all that means is that external investors today feel less bullish about the company than they did yesterday; if it falls from a high level, that probably just says that there was a lot of hype surrounding the Facebook IPO, and that the hype allowed Facebook to go public at a very high price. Facebook could change the world — Facebook has already changed the world, and did so as a private company — but at this point people don’t care about that any more. All they care about is the first derivative of the share price. And maybe the second.

When companies go public, people stop thinking about them as companies, and start thinking about them as stocks: it’s the equivalent of judging people only by looking at their reflection in one specific mirror, while at the same time having no idea how distorting that mirror actually is. Many traders, especially in the high-frequency and algorithmic spaces, don’t even stop to think about what the company might actually do: they just buy and sell ticker symbols, and help to drive correlations up to unhelpful levels. As a result, CEOs get judged in large part by what the stock market in general is doing, rather than what they are doing.

And meanwhile, CEOs of public companies have to spend an enormous amount of time on outward-facing issues, dealing with investors and analysts and journalists and generally being accountable to their shareholders. That’s as it should be — but it isn’t pleasant. When Andreessen says that it was very easy to be a public company in the 90s, he’s right — but he’s wrong if he thinks the 90s were some kind of halcyon era to which we should return. They were good for Andreessen, of course, who took Netscape public in a blaze of publicity and more or less invented the dot-com stock in the process. But they were bad for shareholders, who saw their brokerage statements implode when the bubble burst. And, as Andreessen rightly says, they were bad for the broader institution of the public stock market, which has never really recovered from the dot-com bust.

As a venture capitalist, Andreessen has a fiduciary responsibility to his LPs, and he needs to give them returns on their investment, in cash, after five or ten years. It’s a lot easier to do that when you can exit via an IPO. But the way to make IPOs easier and more common is not to gut the governance that’s in place right now. Instead it’s to embrace it, and make public companies more like private companies: places where management and shareholders work constructively together and help each other out as and when they can. Mark Andreessen is a very active and helpful shareholder of the companies that Andreessen Horowitz invests in — and he has a level of access to management and corporate information that most public shareholders can only dream of. If he likes that system, maybe he should start thinking about how to port it over to public companies, as well.

Update: See also this great post from Alex Paidas, who’s found a quote from Andreessen saying that all of his companies should have a dual-class share structure. Despite the fact that I can’t ever imagine Andreessen himself being happy with non-voting shares.

COMMENT

I heard Andreessen speak at the Stanford Directors’ College a few weeks ago. In addition to the type of rhetoric you describe he also said that if there was a way to get his money out of startups without going public he’l do it and if he has to go public he’ll only do it going forward the “controlled company” exemption the very specific exemption to exchange rules on corporate governance rules that gave Mark Zuckerberg all the power one his company and his board. Basically the board at Facebook serves at his pleasure.

Reed Hastings, a Facebook board member, said at the same event that he was still trying to decide of that made sense for him, given his philosophy that a board’s most important job was to hire and fire the CEO. If a board member can not take a position adverse to the CEO without the risk of being removed, what’s the point?

I’ve decided Andreessen is good for Andreessen but not so much for the rest of the capital markets.

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Did Romney put Bain Capital shares in his IRA?

Felix Salmon
Jul 16, 2012 17:59 UTC

Bill Cohan is the latest columnist to wonder how on earth Mitt Romney’s retirement account got so incredibly large — as much as $102 million — given the limits on the amount of money employees can put in such things each year. Nicholas Shaxson asked similar questions in Vanity Fair this month, and both of them cited the work of the WSJ’s Mark Maremont to help explain what might be going on; Cohan might want to update his link, since the Maremont article he links to is not the one with the real juice.

Maremont explains that when Bain bought a company, it wouldn’t just create debt and equity. Instead, there would be debt, equity, which was known as A shares, and then a kind of preferred equity called L shares. As far as the debt holders were concerned, the A and L shares together were the equity holders. And anybody with equity in the company received the same ratio of A shares to L shares. But A shares were much riskier, and had much more upside than L shares: holders of equity in Sealy, for instance, got a total gain of roughly 4X, where the L shares doubled in value and and A shares wound up worth 34 times what they were originally valued at.

So up until now, the theory has been that Mitt Romney pumped his retirement accounts full of A shares, which often had aggressively low valuations when they were first issued. If those valuations turn out to have been unreasonably low, that could create issues in an IRS audit.

But the recent controversy over when exactly Romney left Bain raises another possibility, which is hinted at in a Maremont article from January:

Several estate-planning experts said they know of others with IRAs of more than $100 million, but they are rare. Typically, they said, that occurs when founders of companies invest in their own shares, which then take off.

We now know that Mitt Romney, individually, was the sole shareholder of Bain Capital when he took leave of all day-to-day responsibilities in 1999 to concentrate on running the Salt Lake City Olympics. And he remained the sole shareholder of Bain Capital through 2002. So here’s the thesis, taken directly from Henry Blodget: that Romney filled up his retirement account with shares of Bain Capital itself, rather than shares in its funds, or in its portfolio companies.

This would also help explain why it took Romney three years to disentangle himself from Bain Capital:

Romney legally remained the CEO and sole owner of Bain Capital until 2002, Conard added, because he was intensively negotiating his exit deal with the partners at the firm. Conard summed up Romney’s position this way: “‘I created an incredibly valuable firm that’s making all you guys rich. You owe me.’ That’s the negotiation”.

Blodget has some very good questions about how Romney managed to set things up so that he was the sole owner of the company: one would imagine that other Bain Capital partners would also have had an ownership stake, not to mention Bain Consulting. But it seems that Bain Capital was a Romney entity, and that he then just handed out fees and carry to various stakeholders, while retaining all of the equity in Bain Capital for himself. When he left, then, he wasn’t just retiring from Bain Capital, he was actually selling the company to its partners. And you can see how that negotiation might have taken a while, given that those partners were picked precisely for their skill in buying companies for a low price.

What’s more, Romney would have had every incentive to keep the official valuation of Bain Capital low for many years, since the lower Bain Capital was worth, the more of it he could put into his retirement accounts every year. Again, the IRS might well be interested in the valuation techniques Romney used for the purposes of his retirement account contributions. And then, of course, suddenly, when Romney left Bain, he would have switched from minimizing Bain Capital’s official value to maximizing it.

I wouldn’t be at all surprised were we to learn that a huge amount of the gain in Romney’s retirement accounts came in 2002, when he finally sold Bain Capital back to its partners. Of course, Romney doesn’t seem remotely inclined to tell us. But if he started Bain Capital from scratch, and put a bunch of the company into his retirement account, and it’s now worth some ten-digit sum, then maybe it makes sense that his retirement account now is ridiculously enormous.

Update: My colleague Lynnley Browning reminds me that she covered this issue in January as well, and had her own theory:

Romney may have made use of an Internal Revenue Service loophole that allows investors to undervalue interests in investment partnerships when first putting them into an IRA…

An investor could even set an initial value for a partnership interest at zero dollars, because under tax regulations an interest in a partnership represents future income, not current value.

This seems conceptually extremely dubious to me: all securities, after all, represent future income. But if Romney had an aggressive tax lawyer, anything is possible.

COMMENT

I just can’t see how Romney has made people believe his etchasketch lies. People say that in his first debate that Romney proved that he was a worthy challenger. I don’t believe that all of the lies he told were worth the time to listen to him. If people google what he says on his stump speeches then they wouldn’t need a light to see through him and his lies. Then there are the people that know better like Elisabeth Hasselbsck, Michael sateel and Amy Holmes. They are always in the news and always have something to say. If you watch anything but Fox, you have to know that the man is a liar! He also shows nothing that remotly explains how what he is saying will work.
I wouldn’t be surprised to see him led away in handcuffs for tax evasion.
He says he will be tough on China while he is at this moment through Bain that he owns part of is sending a company from Freeport Illinois to China costing 170 jobs even though the company made its biggest net profit last year.
I can fill up page after page. All I can say is if Romney says anything, just google it and you will find that he has been on the other side of whatever he says now.

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Annals of private equity, Tamara Mellon edition

Felix Salmon
Feb 13, 2012 14:13 UTC

When Tony Hsieh sold Zappos to Amazon, there were lots of glowing stories about his monster success. Only later did it emerge that he never wanted to sell at all, but felt forced to do so by his VC backers.

It now seems that a similar narrative is likely to emerge from Jimmy Choo president Tamara Mellon. The woman who famously said that “at the end of the day, the person who has the money has the control” is now changing her tune somewhat:

In the New Year – I will give interviews and talk about the MONSTER Private Equity has become and the VULTURES that operate in it.
Dec 15 11 via Twitter for BlackBerry® Favorite Retweet Reply

Remember – Its entrepreneurs that create jobs, not Private Equity or Investment bankers.
Jan 17 via Twitter for BlackBerry® Favorite Retweet Reply

It’s always love and kisses when a private-equity company takes control of your firm: they promise investment, and growth, and riches beyond your wildest dreams. All of which came true for Mellon (who acquired her surname by marrying a man with 14 trust funds, but that’s another story). But then the clock strikes midnight, and your eager backers are forced — they have LPs to answer to, after all — to sell your company out from under you.

Mellon’s blaming the GPs here, and I don’t blame her — they’re the people who make all the promises and the decisions. But she’s a financial sophisticate who knows full well how private equity works: it always needs an exit. And when it exits, it will always sell to the highest bidder, rather than to some potential buyer who might be more likely to preserve value over the long term.

It’s going to be fascinating to hear what Mellon has to say about the way that private-equity professionals behave. Most of the time, the beef with such firms is that they do well by themselves and by senior management, but can fatally damage the company while doing so, and don’t care at all about rank-and-file employees. Mellon is rare in that she’s a member of senior management and she’s upset.

But once you have Mellon’s money, a few extra millions tend not to have the mollifying effect that they might have on a less affluent founder. Mellon made a fortune when she (or her backers) sold Jimmy Choo — but she had a fortune already, at that point. What she really valued, it seems, was her company, and her career. And it’s easy to see how her backers might have stripped her of both those things, in their big and profitable exit.

COMMENT

She thought she was clever and connected. So did most of the people with Madoff.

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How capitalism kills companies

Felix Salmon
Jan 12, 2012 19:10 UTC

As Mitt Romney cruises to his inevitable coronation as the Republican presidential candidate, increasing amounts of attention are being focused on his history at Bain Capital, where he made his fortune. Did he create 100,000 jobs, as he claims? Or is he a vulture and asset stripper?

Glenn Kessler has the definitive take on the job-creation claim, which he says is “untenable”; as he says, Romney’s method of counting jobs created when he wasn’t at Bain or when Bain wasn’t managing the companies in question doesn’t even pass the laugh test. Meanwhile, as Mark Maremont documents, Bain-run companies — even the successful ones — have an alarming tendency to end up in bankruptcy. And I think it’s fair to say that bankruptcy never creates jobs, except perhaps among bankruptcy lawyers.

The reality is that Romney would have been in violation of his fiduciary duty to his investors had he concentrated on creating jobs, rather than extracting as much money as he possibly could from the companies he bought. For instance, Worldwide Grinding Systems was a win for Bain, where it made $12 million on its initial $8 million investment, plus another $4.5 million in consulting fees. But the firm ended up in bankruptcy, 750 people lost their jobs, and the US government had to bail out the company’s pension plan to the tune of $44 million. There’s no sense in which that is just.

Romney’s company, Bain Capital, was a “private equity” firm — the friendly, focus-grouped phrase which replaced “leveraged buy-outs” after Mike Milken blew up. But at heart it’s the same thing: you buy companies with an enormous amount of borrowed money, and then dividend as much money out of them as you can. If they still manage to grow, you can make a fortune; if they don’t grow, they’ll likely fail, but even then you might well have made a profit anyway.

Private equity companies need growth, because they’re built on the idea of buying, restructuring, and then selling. They’re never in any business for the long haul: instead, they want to make as much money as they can as quickly as possible, sell out, and keep all the profits for themselves and their investors. When you sell, you want to maximize the price you can ask — and the way to do that is to show healthy growth. No one will pay top dollar for a company which isn’t growing.

Private equity is by no means unique in this respect: it happens at pretty much every public company, too. John Gapper, today, has a column about the way it destroys values at struggling technology companies:

Most public companies are run by people who hate folding ’em, and instead keep returning to the shareholders and bondholders for more chips…

Few senior executives, when debating options for a technology company in decline, admit defeat and run it modestly. Instead, they cast around for businesses to buy, or try to hurdle the chasm with what they have got. Sometimes they succeed but often they don’t, wasting a lot of money along the way.

It goes against their instincts to concede that the odds are so stacked against them that it is not worth the gamble. Mr Perez would have faced a hostile audience if he’d admitted it to the citizens of Rochester, Kodak’s company town in New York, but its investors would have benefited.

At many companies, then, both public and private, the optimal course of action is a modest one — run the business so that it makes a reasonable profit, and can continue to operate indefinitely. If you chase after growth, you often end up in bankruptcy: that’s one reason why the oldest companies in the world are all family-run. Families, unlike public companies or private-equity shops, don’t need growth: they’re more interested in looking after their business over the very, very long run.

There’s no limit at all to the amount of growth that the public companies will demand: in 2007, for instance, after a year when Citigroup made an astonishing $21.5 billion in net income, Fortune was complaining about its “less-than-stellar earnings”, and saying — quite accurately — that if they didn’t improve, the CEO would soon be out of a job. We now know, of course, that most if not all of those earnings were illusory, a product of the housing bubble which was shortly to burst and bring the bank to the brink of insolvency. But even bubblicious illusory earnings aren’t good enough for the stock market.

If you want to be fair to Mitt Romney, you could make the point that many of the companies he bought were highly risky, and would probably have gone bust anyway; in that sense he can’t be blamed if they eventually did just that. If a company is going to fail, you might as well squeeze the maximum amount of money out of it before it does. But doing that, at the margin, means more job losses, quicker job losses, and — as we saw at that steel company — a willingness to underfund staff pension plans and stiff the government with the bill. Mitt Romney turns out to have a personality which is highly suited to that kind of ruthlessly callous behavior; that’s how he became so incredibly wealthy. It’s an ugly part of capitalism; it might even be a necessary part of capitalism. But the one thing you can’t do is spin it as a great way of creating jobs.

COMMENT

So much truth in one little essay. I have watched the process Mr. Salmon describes, up close. It was an ugly ending for The Little Company That Could. But FifthDecade has a good point. A functioning ecology does not operate by the ethics of Count Dracula. Why not? Because it would not remain a functioning ecology for long if it did. So why are Germany and Japan better at this, FifthDecade? Maybe because you have to start, fight and lose a major war to learn humility in a world overrun by our species.

Oh well, nothing lasts forever! Eight centuries of global human growth have been a great ride.

After us, the deluge.

Posted by Ralphooo | Report as abusive

Skype’s options plan and Silicon Valley norms

Felix Salmon
Jul 7, 2011 14:50 UTC

Steven Davidoff has published two recent columns on l’affaire Skype. The first takes a familiar position: that Silver Lake isn’t evil, it’s just a private-equity shop. I would however take issue with this:

The easy lesson here is the need to carefully read contracts before you agree to them and hire a lawyer if you don’t understand them. The language Mr. Lee complains about was certainly legalese but heralded caution.

Remember the language he’s talking about here. It’s one sentence of an 11-page stock option grant agreement, buried in a paragraph about IPOs:

If, in connection with the termination of a Participant’s Employment, the Ordinary Shares issued to such Participant pursuant to the exercise of the Option or issuable to such Participant pursuant to any portion of the Option that is then vested are to be repurchased, the Participant shall be required to exercise his or her vested Option and any Ordinary Shares issued in connection with such exercise shall be subject to the repurchase and other provisions in the Management Partnership agreement.

Yes, this is legalese. And what’s more, it doesn’t actually explain what Skype is doing; it just refers to some other, presumably equally unreadable, agreement. But here’s the thing: if you did read this sentence carefully, it still wouldn’t raise any red flags. Because it looks very much like something which is standard practice in Silicon Valley: when you leave a company, you need to exercise your vested options very quickly — normally within three months. If you don’t, then the company can claw them back.

So when Davidoff says that Lee’s failure to carefully read his contract is “baffling,” he’s being too harsh. Even a careful reader would have missed this one. And that’s why Skype was evil. If they’re going to have aggressive clawback provisions in their contract, they shouldn’t bury them in incomprehensible legalese: they should be open about what they’re doing.

Davidoff followed up his first column with a second one which only served to make everything worse. The headline: “Skype Not Alone When It Comes to Options.” And here’s the little summary you get in your RSS feed:

Silver Lake may have imposed a greater penalty, but LinkedIn, Google and others in Silicon Valley have similar requirements for vested options.

Um, what? This is simply not true. Silicon Valley standard practice is clear: you have every opportunity to exercise your vested options when you leave a company. Skype took that opportunity away. That’s not “similar” at all. Being able to exercise your options when you leave is always better than not being able to exercise your options when you leave. It has, if you’ll excuse me, option value. But Davidoff contrives to believe that standard Silicon Valley options language “is no worse than the legalese in the Skype documents that Mr. Lee complained about”.

He’s doubly wrong here. For one thing, standard Silicon Valley options language, while not exactly plain English, is still vaguely comprehensible. It gives a clear deadline of three months after you stop being employed at a company, and says that options expire at that point. On the saying-what-they-mean front alone, Silicon Valley companies win here.

And more substantively, those companies are giving exiting employees the opportunity to share in some of the growth they’ve helped to achieve.

Davidoff is underwhelmed:

This provision forces former employees to exercise their options while the company is still private and the true value unknown. In addition, the fair market value of the option may be very low and at or near the exercise price. It certainly isn’t at the initial public offering price.

Given the risks involved, employees are likely not to want to pay the exercise price out of their own pocket.

It’s hard to know where to start here. Silicon Valley companies might be private, but that doesn’t mean they’re unvalued. They tend to raise multiple rounds of capital at steadily increasing valuations; if you’ve stayed at the company long enough to see a new fundraising round, then automatically your options are in the money. And increasingly equity in these companies is priced on private markets like SecondMarket and SharesPost. It’s true that the price of the equity isn’t the IPO price, but then again the price of a company’s equity is almost never the IPO price. (Employees in Pandora, for instance, are unlikely to get the IPO price for their options, even after it has gone public.)

And certainly options are risky assets. Everybody in Silicon Valley knows that. When you leave a company, you have a 3-month-long opportunity to buy stock in a private company at a level which is probably a very good price. Many people in Silicon Valley would jump at that opportunity, especially if they’re senior enough that they have a bunch of cash lying around. Certainly some employees will pass. But that’s the employee’s choice. It’s clearly better to have the choice than to not have the choice.

Yee Lee thought he had the choice — and decided he wanted to exercise his options. He knew the rules, knew he had to make his choice quickly, and made that choice. He informed Skype’s HR department of what he wanted to do, in a more than timely manner — and then spent a month going back and forth with them, before learning that Skype was refusing to let him exercise his options at all.

Davidoff’s second column seems to be aimed at unnamed “commentators” who don’t understand Silicon Valley standard practice, and who think that vested options can be held in perpetuity after you’ve left the company. That’s not the case. But that hardly makes Google as bad as Skype. Not even close.

COMMENT

I’ve been subject to repurchase agreements in at least two startups, and I’ve always had to either sign a separate repurchase agreement, or the repurchase language was included in the stock grant documents.

In the Skype case, it *appears* as if the only details on repurchases are in the management partnership agreement. If the employee was also given a copy of that agreement, then perhaps you could argue that he should have understood it. Otherwise, I’d agree that the whole thing is very deceptive.

Realistically, for documents this complex, employees should have been given a summary as well.

BTW, repurchases are not always at FMV. The agreements I participated in were at the exercise price, not FMV. They existed because I was granted shares, not options, and the repurchase agreement effectively implemented standard vesting by granting repurchase rights at the initial price over shares that hadn’t vested.

In any event, I’d agree with Mr Salmon that Skype is being outrageous here, and that its behavior and terms are well outside of SV norms.

And for $1M? Skype’s new owners are crazy. They’ve basically labeled themselves as dishonest, and it will definitely cause them recruitment problems going forward, at least among those not desperate for a job.

Posted by PghMike4 | Report as abusive

Why Silver Lake isn’t harmed by being evil

Felix Salmon
Jun 27, 2011 14:48 UTC

How much harm is being done to Silver Lake by the relentless bad press about the way it’s treating its Skype employees? TED reckons that there will be ” real long-term effects on its viability as an investor in Silicon Valley” — but I’m not so sure. Look at what happened to Goldman Sachs after details of the Abacus deal came out — its reputation was damaged, but somehow its business, which is largely a function of its reputation, continued mostly unscathed.

Certainly it’s hard to see how the Skype deal — the biggest home run in Silver Lake’s history — is going to make current or potential LPs stay away from the firm. Like hedge-fund managers, private-equity honchos are in the business of maximizing AUM, and the Skype deal is fantastic from that perspective.

The main reputational problem facing Silver Lake, then, is that it might now find it harder to attract talent. Fred Wilson is good on the history of the kind of clauses that Silver Lake is so keen to include in its contracts:

I’ve seen option plans that have repurchase rights in them. They used to be more common twenty five years ago when I entered the venture capital business. The theory was that employees would have to stay until the exit if they wanted to keep their equity (be in it to win it). But in practice, once employees realized that was the deal, they were actually incented to leave because they didn’t trust that the equity they were vesting would ever produce a payday for them. So they went elsewhere and created value for an employer with a better deal.

But this is one area where the difference between venture capital and private equity becomes huge. Most venture-backed companies go to zero: equity in such companies is a lottery ticket at the best of times, and if you start adding in-it-to-win-it clauses to lottery tickets, no on is going to value that equity at anything above zero.

Private equity companies like Silver Lake, by contrast, buy established companies which already have real value. Their failure rate is much lower than that of venture capitalists, and as such equity in their companies is much less of a lottery ticket. On top of that, because the companies are already established and have real cashflows, they can pay substantial base salaries for top talent in a way that startups generally can’t.

Dan Primack says that the bad press will have immediate negative repercussions for Silver Lake’s portfolio companies:

Right now, Silver Lake is getting pounded for this situation – and it will reverberate when it looks to hire for other portfolio companies (GoDaddy HR execs cannot be happy right now).

This might be true. But the fact is that GoDaddy’s HR executives were always going to find it difficult to attract talent by means of stock options at the best of times. And one thing we know from Yun Lee is that Silver Lake is not shy about inserting its own people at all levels of its portfolio companies: if it can’t find someone else to do the job, it’ll probably just parachute in a few of its own hotshots.

With the amount of money that Silver Lake has, and the savings it’s likely to realize by firing lots of people, it will always be able to attract the talent it wants. Some people will buy in to the in-it-to-win-it philosophy; others will simply be happy with a large paycheck. In the wake of the publicity surrounding the Skype deal, Silver Lake won’t be able to pull the same stunt of making employees think that they own their vested equity when they don’t. But in terms of Silver Lake’s future success or failure, I don’t think this episode will really make much difference either way.

Update: TED responds in the comments.

Investment bankers like me will remind clients of this incident (if they need reminding), because we are always interested–other things being equal–in getting good investment partners for the companies we sell. We keep track of PE firms’ bad behavior and reputations very closely, because it matters.

Often, a PE firm with a good reputation as a partner will win an auction against one with a bad one, even if the bad one offers more money. Sure, Silver Lake has lots of money, but so does everyone else in PE land. Silver Lake’s money is no greener than anyone else’s, and there is no shortage of potential PE buyers for any company.

I really do think this public tarring will hurt Silver Lake’s business at the margin for some time going forward. Will they fold, or fail completely? Of course not, if only because some sellers–often the ones who don’t plan to stick around after the buyout anyway–couldn’t care less whether their new majority owner is a bunch of a**holes. But many do.

COMMENT

If you believe in Superstars (op cit. Rosen, 1981, et seq.), then the question becomes whether the people who stayed are being credited excessively or the ones who left are being debited too little.

As Charlie Stross sadly points out, money in a VC/Built-to-Flip situation doesn’t follow to the technologists.

TED is correct on a reputation basis, of course, but the significance will depend in part upon who SL tends to dump and how key they are viewed as being to the company internally at the upper levels. I doubt it will have a major impact on SL’s business, though I would hope to be wrong.

Posted by klhoughton | Report as abusive
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