Neuberger action moves to court

November 28, 2008

The sale of the Neuberger asset management arm of Lehman might have been agreed back in September, but it’s not quite a done deal.

The whole process has been rather messy — Lehman put a majority percentage of the prized asset management arm up for sale in August, prior to filing for bankruptcy.

The unit, one of Lehman’s best performing assets, drew interest from a number of private equity bidders such as Kohlberg Kravis Roberts, Hellman & Friedman, Blackstone, Bain Capital and Clayton Dubilier & Rice, sources previously said.

Some estimates valued the unit between $8 billion and $10 billion.

After its September bankruptcy filing, the whole of the asset was marketed. Bidders were whittled down to the winning team of Bain Capital LLC and Hellman & Friedman LLC who clinched the deal for $2.15 billion.

Typically, that would have been the end of it — but because the sale was being done after Lehman filed for bankruptcy, an auction is to take place and could draw counter bids. The 45-day clock for the auction started ticking in October and stops at noon on Monday.

The most likely potential bid could come from Carlyle Group, which together with former Neuberger Berman Chief Executive Jeffrey Lane, in October filed an objection to the sale of Neuberger and said in court it would itself be interested bidding, but believed that Bain and H&F had an unfair advantage.

A source familiar with the matter previously told Reuters that Carlyle was expected to bid.
Lane, according to the Wall Street Journal, is a Wall Street veteran who joined Neuberger in 1998, saw the firm through its 1999 IPO and $2.6 billion sale to Lehman Brothers in 2003. After serving as a vice chairman of Lehman, Bear Stearns hired Mr. Lane in 2007 to try and shore up its asset-management unit after two of its hedge funds collapsed, the WSJ said. After Bear itself imploded, Mr. Lane became chief executive of private bank Modern Bank, it said.

Carlyle and Lane claimed the price paid for Neuberger was too low and violated Lehman’s obligation to maximize the value of its asset sales to pay off creditors, in an objection filed in the U.S. Bankruptcy Court for the Southern District of New York.

It goes against so-called Hornbook Law, the most basic, elementary law of all.

“This is patently contrary to hornbook law that a debtor which sells assets in a chapter 11 case has an obligation to seek the highest and best values for the benefit of its estate,” the objection said.
Other bidders could also come out of the woodwork. Silverlake has been one name mentioned by sources as having shown interest in the past.

The sale of Neuberger next week could be interesting if there’s a fight for the asset, with an auction set for court on Wednesday.

These are the deadlines the bankruptcy court has set:

  • The deadline to submit a Qualified Bid (as defined in the Bidding Procedures) is December 1, 2008 at 12:00 noon (New York time).
  • An auction has been scheduled for December 3, 2008 at 10:00 a.m. (New York time).
  • The deadline to lodge an objection with the Bankruptcy Court to the proposed sale is December 17, 2008 at 4:00 p.m. (New York time). Objections must be filed and served in accordance with the Bid Procedures Order.
  • The Bankruptcy Court will conduct a hearing to consider the proposed sale on December 22, 2008 at 10:00 a.m. (New York time).

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