Restarting the Deal Machine
February 1, 2010
A new white paper from Grant Thornton suggests there may be some signs of life in the CLO universe. The paper cited that JPMorgan, Wells Fargo, Bank of America and Citigroup are all underwriting new vehicles, and pointed to forecasts calling for between $3 billion and $6 billion of new CLO issuance this year.
This would have barely have been a drop in the bucket three years ago, but today it could serve as the smelling salts that snap private equity out of its slumber.
One manager I spoke to recently said he expects to see a re-emergence of the CLO market by the fourth quarter, and that, he said, should serve to kickstart the deal machine.
My question, though, is what will be different this time around?
CLOs, to a lot of people, still symbolize the absence of underwriting standards that created the dislocation in the credit market in the first place. While it's their cousins, the CDOs that created most of the wreckage, one might assume that the return of the market, while good for M&A, could send lenders back to their old ways of doing business.
According to my source, the difference this time around is that lenders know they're being watched.
"The banks and nonbank players that were integral in feeding that business are not going to be utilizing the same toolbox. The banking regulations and capital restrictions will prevent anyone being levered 35 to 1. They'll also have exposure on their own balance sheets, so there will be self regulation as well."
I'm not sure that provides a complete answer, but with $6 billion representing the high-end of an optimistic range, I suppose it'll work for 2010.
I keep seeing stories and surveys discussing the likelihood for consolidation in private equity. I really wish they'd just use the word contraction, because I can't foresee any scenario where the asset class truly consolidates in the traditional sense.
There have been a few 'mergers' involving private equity firms in the past. Apax Partners' subsumption of Saunders Karp Megrue is the only traditional merger in recent history that really comes to mind. If you're looking for a loose interpretation, Invesco's acquisition of WL Ross or Lazard's purchase of the Edgewater Funds might qualify.
But by and large, I think it's foolish for a GP that can't raise another fund to envision a scenario in which a rival firm acquires their business. I can't think of a case where this has really worked out. It's not like two airlines merging, where you're eliminating a competitor. By some counts, there is well over 1,400 general partnerships.
Still, the Wall Street Journal, yesterday, published a study in which four fifths of GPs surveyed expect "a wave of closures or mergers within the industry."
The only way I can see this happening is if a traditional firm brings on new capabilities. A generalist, for instance, may absorb a distressed firm. Alternatively, there could be opportunities for cross-border marriages. Apax actually used that model too, although Alan Patricof's exit was what opened the door for SKM's arrival.
With that said, any consolidation will probably be an exception to the rule. Those who can raise funds will, and those who can't won't generate any interest from rival partnerships.
There are certain deals that are just destined to fail. Credit should go those that are smart enough to walk away.
Movie Gallery, which is nearing liquidation, probably sealed its fate when it acquired Hollywood Video back in 2005 for $1.2 billion. I remember covering this transaction early on after Leonard Green & Partners originally agreed to acquire Hollywood for $10.25 a share. Blockbuster also made a hostile bid, valuing the company at $14.50 a share, although both walked, leaving Movie Gallery with the prize.
We all had those friends in college who would casually hand someone their garbage. They'd pretend to tie their shoe, ask someone to hold an empty bottle or something like that, and then refuse to take it back. For some reason, it always used to bring me a lot of satisfaction when executed correctly.
Either way, it kind of reminds me of the Hollywood Video deal. I would have been curious to see what Leonard Green could've done with the assets. They've always had a knack with retail, so I'm pretty sure the outcome would've been a bit different. With that said, I'm guessing both Leonard Green and Blockbuster are thankful they didn't get stuck with that deal even at a discount.
At the Argyle Executive Forum last week, one of the panelists addressed the crowd asking for a show of hands from corporate executives that are engaged in venture capital activity. I was surprised when roughly half raised their hands. This would hardly be considered a tech-leaning crowd.
Michael Frankel, who heads up corporate development for LexisNexis and served as moderator, noted that the goal with these initiatives is rarely a path to ownership. That, he said, is usually pretty expensive. Rather, it's about developing a commercial relationship.
I had conversation following the panel in which an executive at a tech company said that for them, it's about creating a market for their next generation products.
In my days covering venture, these types of initiatives seemed to run hot and cold depending on the market. And you rarely saw companies like Best Buy active in the space. I think it's actually pretty telling that in today's environment, companies that you wouldn't necessarily think of as cutting edge are so focused on innovation.
That's one of the more encouraging things I've seen in a long time.



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