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Who might top Dell’s offer for EMC?

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EMC Corp. EMC this morning agreed to be taken (mostly) private by Dell Inc. for $67 billion, but included a “go shop” provision whereby it can solicit superior offers for the next 60 days.

It’s hard to imagine that any other company has both the resources and interest in besting Dell — let alone the time to figure out a more beneficial structure — but we’d be remiss in not at least pointing out the possible suitors for EMC:

IBM IBM : For starters, IBM certainly has the resources. Its market cap is around three times larger than EMC’s, and it has more than $8 billion in cash on hand. The trouble is that IBM isn’t known for mega-mergers. In fact, its largest-ever purchase was a $5 billion deal for Cognos in 2007.

Hewlett-Packard HPQ : HP actually did try to buy EMC last year, but talks fell apart over price. EMC’s share price (pre-Dell reports) was a bit lower than it was during those discussions, but so is HP’s. Moreover, HP subsequently announced plans to split up its business. Hard to imagine either newly-independent unit would want to follow up a year of separation work with a year (or more) of combination work.

Microsoft MSFT : This one would be politically incorrect given that Microsoft helped bankroll Dell’s own buyout two years ago, but CEO Satya Nadella is an enterprise-first guy who has shown some appetite for unusual M&A activity. Plus, it could literally pay cash for the entire thing.

Oracle ORCL : This may be the strongest strategic fit, and Oracle was willing to pay $10.3 billion for PeopleSoft back in 2004. But its subsequent $7.4 billion purchase of Sun Microsystems was problematic and may have left Oracle nervous about acquiring still more hardware.

Cisco CSCO : Better odds than most other companies on this list, but that’s really not saying too much. Plus, both Cisco and EMC today went out of their way to say that they’ll continue to work together going forward, which would suggest that each side is still getting what it wants from their non-merged relationship.

Amazon AMZN : Again, not a full-scale EMC buyout, but perhaps a cloud unification play for VMware VMW , an EMC-controlled virtualization group that will retain a public equity “stub” following the Dell merger. Then again, Amazon isn’t known for big purchases, having only ever bought one company for more than $1 billion (Zappos, for $1.2 billion in 2009).

General Electric GE : Not to buy EMC, but perhaps to make a play for EMC-owned Pivotal, in which GE invested $105 million for a 10% stake back in 2010.

Private equity: Nope. Private equity alone can’t afford this, unless it somehow teams up with a large EMC shareholder to try and force an alternate structure. Kind of like what The Blackstone Group BX and Carl Icahn proposed during Dell’s 2013 buyout.


First Data’s new CFO talks IPO

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Payment processing giant First Data FDC raised $2.6 billion in its initial public offering, more than eight years after it was taken private by buyout firm Kohlberg Kravis Roberts & Co. KKR . It was both the year’s largest IPO and something of a disappointment, given that First Data priced its shares at $16 each, compared to original plans to get between $18 and $20 per share. Moreover, it broke below that $16 per share price in early trading, and had returned to the lowlands at the time of this writing.

All of this comes amid broader IPO market volatility, including news that grocery giant Albertsons postponed an offering that also was expected to price this week.

Fortune spent some time on the phone with First Data’s chief financial officer Himanshu Patel, who was just promoted to the role last month, to get a better sense of why the company went public now and the story is told shareholders. What follows is an edited transcript of our conversation:

FORTUNE: Why do you think you broke your IPO price?

Himanshu Patel: It’s hard to tell, there are just so many possible factors. The first day is always going to be pretty volatile. I don’t think we’re too focused on the second-by-second trading.

Did you give any thoughts last night to delaying?

No, not really. We weren’t trying to be that cute with the market timing. We had a strategy with the company’s transformation and the business is feeling good. It was time to begin communicating that story to investors. We had an amazing amount of high quality investors take an interest in the stock, but we didn’t have a gun to our heads. We’ll have paid back more than $6 billion in debt with the IPO and last year’s private placement, and we can refinance more of it soon.

The lower share price means you raised more than $400 million less than you had anticipated. Does that change where the money will go?

The vast majority of the proceeds were being used to pay off the debt, and that’s still the plan. From our perspective, there wasn’t going to be a lot going to general purposes anyway.

During the road show, what did you hear most often from prospective investors?

Unlike most IPOs, First Data is a pretty well known company to the public markets. We were always a public filer with the SEC because we had public debt, and we had been publicly-traded before. So people had lots of opinions about us before hearing anything from us.

I think people were surprised in a major way on two items. First was our improvement in revenue. The company has historically struggled growing its top line, so our growth — plus our material new growth initiatives on top of that — I think was a very pleasant surprise even to investors who think they know the company very well.

The second thing I think really captivated people is the balance sheet opportunity. We have $10 billion in debt that we can refinance between now and May 2016, with an average coupon of 10%. And our borrowing costs today in the market are considerably lower than that.

Are you concerned that your lack of a first-day “pop” will upset First Data’s rank and file?

No, I wouldn’t say that. I think people understood that this was a pretty choppy IPO market.

Another company in the payments space, Square, filed for an IPO yesterday. Any thoughts on it?

I haven’t actually looked at the filing, but I’ve seen some highlights. We have a very different business model, but do respect all of our competitors. One thing I think is unique about First Data is that we have thousands of salespeople and partners selling our products, so we feel good not just about inventing new products bu commercializing them as well.

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KKR is raising its first tech fund

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Kohlberg Kravis Roberts & Co. KKR is quietly raising its first fund dedicated to growth equity investing in private technology companies, according to multiple sources.

The fund only is being marketed to a select group of institutional investors (i.e., far fewer than those who recently received pitchbooks for KKR’s giant new North American buyout vehicle), most of whom previously asked KKR about how they could participate on the series of tech growth equity deals that the firm has done off its balance sheet (Sonos, FanDuel, Ping Identity, etc.).

It would be structured more like a traditional growth equity fund than as a co-investment fund, which means it will feature annual management fees and carried interest.

The fund is not being marketed with a specific target, although KKR will invest upwards of $200 million — an out-sized GP commit that I’m told would be more than 30% of the expected total. This is on top of the nearly $500 million that KKR already has invested off its balance sheet in these sorts of deals.

A firm spokeswoman declined comment.

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Staples founder Tom Stemberg dies

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Tom Stemberg, the founder and former CEO of Staples Inc. SPLS , passed away earlier this morning after a long battle with cancer. He was 66 years-old.

He most recently had been leading the Highland Consumer Fund, a venture capital and growth equity group focused on consumer companies. Investments included Pinkberry and Lululemon LULU . In a conversation with Fortune a couple of months back, he had expressed interest in raising a new fund.

At last check, Stemberg was serving on the boards of directors at Lululemon, CarMax, Inc. KMX , DAVIDsTEA DTEA , Guitar Center, Indochino, J.McLaughlin and Pharmaca.

Stemberg most recently made headlines in 2012 as a speaker at the Republican National Convention, in support of Mitt Romney, who had been an early Staples investor while with Bain Capital.

In a statement to The Boston Globe, Romney said: "Tom is one of the great business leaders of our state and our nation. He was not only the founder, but someone who grew the company to a multi-billion dollar enterprise. He built an industry that employs thousands and thousands of people."

He had opened the first Staples store in Brighton, Mass. in 1986. It currently has more than 1,600 stores in North America, and a market cap north of $8 billion. Staples recently agreed to merge with Office Depot, in a deal that is receiving close scrutiny from federal regulators. Back when Stemberg was still Staples chairman in 1997, a similar merger was blocked due to antitrust concerns.

The office supply retailer has not yet replied to requests for comment.

Update: Staples chairman and CEO Ron Sargent just issued the following statement:

"Tom was a great friend, mentor and colleague to many of us, and he will be greatly missed. Tom was a visionary who invented the office products superstore and turned it into a global industry. He had great energy, determination, and an incredible passion for our business. His entrepreneurial spirit and legacy will live on through the many people he inspired and the company he created. On a personal note, I'll remember Tom for his great sense of humor, and most of all, his caring nature."

Highland Capital Partners, the venture capital firm with which Stemberg’s Highland Consumer Partners was affiliated, also provided the following:

"The partners and staff at Highland Capital are terribly saddened by the loss of our very close friend and longtime colleague, Tom Stemberg after a long and courageous battle with cancer. Tom joined Highland in 2005, and became a founding General Partner of the Highland Consumer fund in 2007. Since that time we have come to know and love him as a partner, as a committed philanthropic member of our community and as a business pioneer and leader across the globe. Words cannot convey how deeply we will miss his intellect, humor and friendship. Our thoughts and prayers go out to the entire Stemberg family and to all who he touched."

Investment firm led by ex-NFL player faces big lawsuit

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There is an interesting lawsuit brewing in Delaware Chancery Court, related to a Houston-based private equity and mezzanine investment firm called Capital Point Partners. The basic story appears to go like this:

Capital Point Partners is a Houston-based firm led by Alfred Jackson, who happens to be a former wide receiver for the Atlanta Falcons. Back in March, the firm sold the portfolio assets from its two funds to Princeton Capital Corp. (f.k.a. Regal One Corp.) RONE , a publicly-traded business development company where Jackson serves as chairman. In a press release announcing the deal, Princeton Capital’s CEO Munish Sood said that it would “provide a larger asset base that is anticipated to enhance the company’s future growth.”

The trouble is that Capital Point Partners does not seem to have gotten permission from its limited partners for the transfer. Last month the LPs voted to boot Jackson and his colleagues, and instead installed a Massachusetts firm called Sema4 Inc. as general partner. One day later it filed suit in Delaware, asking for the asset transfer to be reversed.

The complaining LPs represent an 81.59% interest in the relevant funds, having contributed more than $66 million. They include public pensions in New Mexico, Seattle, Little Rock, Austin, New York City and Detroit.

Chancery Court already has upheld the GP swap, but has not yet ruled on the transaction reversal. We’re still waiting on Princeton Capital’s legal response, and calls left with Jackson and Princeton’s investor relations chief Jennifer Tanguy went unanswered.

The big question I want to ask them, of course, is why they made the original transfer (let alone without permission, allegedly). One argument could be that it helped secure liquidity/accelerate returns for Jackson and company. Another could be that it may have artificially extended — and, for a while — doubled Jackson’s management fees.

Either way, it hasn’t been too sweet a deal for limited partners, as Princeton Capital’s stock has dropped from a high of $2.70 per share just after the transaction, to just $0.51 per share as of Friday morning. It remains unclear why it took the LPs so long to file suit, or if they took any steps to block the original transaction.

Mark DiSalvo, president and CEO of Sema4, declined to comment when contacted via email.

It also is worth noting that this case involves several players from some notorious private equity pay-to-play scandals. Jackson in 2014 settled a kickback-related case related to the New Mexico State Investment Council, which is one of the LPs now suing in the CCP case. CCP’s website lists Ceasar Baez as its managing partner — the same Cesar Baez who was dismissed from his prior firm at the request of the California Public Employees’ Retirement System, due to alleged ties to crooked placement agents. Finally, one of the underlying limited partners in CCP is Aldus Equity, whose founder Saul Meyer in 2010 admitted to indirectly bribing public pension officials in order to secure investment contracts for Aldus.

Commonfund Capital to lose its CEO

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Don Pascal is stepping down as CEO of Commonfund Capital, the private capital business of $25 billion Commonfund, Fortune has learned. Also leaving will be managing director Greg Jensen.

Both are expected to remain with the Wilton, Conn.-based firm through the end of June 2016, which would mark the end of Commonfund’s fiscal year.

“I don’t think they have any specific plans yet,” says Keith Luke, president of Commonfund Securities (the firm’s broker-dealer subsidiary). “Each came to this decision separately, and for personal and professional reasons.”

Peter Burns, president of Commonfund Capital, will assume the CEO role once Pascal departs. The two men had originally joined at the same time 17 years ago, while Jansen came aboard in 1995.

Commonfund focuses on managing assets for nonprofits, and its Commonfund Capital unit participates in the venture capital, private equity, natural resources, emerging markets and multi-strategy asset classes.

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Shutterfly CFO leaves for private equity firm

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Shutterfly’s chief financial officer Brian Regan is headed for the world of private equity. Regan is stepping down as CFO of the digital photo company to join Spectrum Equity, where he will be a managing director and CFO of the private equity firm, and based in San Francisco.

He says that the decision was not related to any troubles with Shutterfly SFLY , which he believes “still has plenty of runway ahead from a growth perspective.” Instead, Regan was attracted by the opportunity to be involved with a broader set of industry verticals.

Prior to joining Shutterfly in August 2012, he had held finance roles with Ticketmaster LVY , Expedia EXPE and LendingTree TREE .

“I’ll have day-to-day CFO responsibilities with Spectrum and I’ll have to get up to speed on the mechanics of private equity, which should be an interesting growth curve,” Regan explains. “But if it was just the CFO role, that would have been of less interest to me and there were plenty of of Silicon Valley unicorns I spoke with that were looking for that. What I’ll get to do is become actively involved with portfolio companies and help them run better, whether it be identifying executive leadership, mentoring CFOs, handling scaling challenges or any of the other things I’ve lived through.”

Regan said he is unclear if he will remain on the board of Demand Media DMD , which he had joined earlier this year as an independent director. Spectrum currently holds a 13.9% equity stake in the company, which runs news websites, and is already represented on the board by managing director Victor Parker.

“I’d love to stay involved if governance will allow, but that has to be determined,” Regan says.

He will be succeeded at Shutterfly by Mike Pope, who currently serves as CFO of Clean Power Finance, a residential solar power financing company.

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Ex-Goldman Sachs president to become co-CEO of TPG Capital

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Private equity giant TPG Capital has hired former Goldman Sachs GS president Jon Winkelried as co-CEO.

He will share the role with TPG co-founder James Coulter, while fellow co-founder David Bonderman will continue to serve as firm chairman (a role he took on last year, stepping back from day-to-day management as the firm began raising its seventh flagship private equity fund).

“John has a skill set from building large parts of Goldman Sachs that is the type of skill set you need today to manage and grow a business like this,” says Coulter, who first reached out to Winkelried back in June.

Winkelried left Goldman Sachs in 2009 after a 27-year run, but at just 49 years-old. Shortly thereafter, Fortune published a profile titled “The Man Who Walked Away.” It showed how Winkelried — who many viewed as a possible successor to Goldman CEO Lloyd Blankfein — felt a bit burned out by the financial crisis, was worried about personal illiquidity and had interest in figuring out his next act.

He says that “burned out” was the author’s phrasing — pointing out that he had first considered leaving long before Bear Stearns went bust — but admits that more than two decades with the same firm had him itching for different opportunities.

Winkelried had worked several times with TPG while at Goldman Sachs, and then signed on as a part-time advisor in 2011. “The guy who built the credit opportunities business here, Alan Waxman, was a partner at Goldman who had worked for me,” Winkelried explains. “So after I retired from Goldman, I started to work with Alan and helped them raise their first fund. I got a lot closer to TPG as a result of that.”

Winkelried also would become an advisor with venture capital firm Thrive Capital, led by Joshua Kushner. He says he will continue to work with Josh when asked, but that he’ll no longer be a regular presence in the firm’s New York offices.

The move once again raises the specter of TPG going public, joining peers like Apollo Global Management APO and Kohlberg Kravis Roberts & Co. KKR . But Coulter says not to read too much into it, as the firm has not changed its posture about going public “only if we feel it makes sense strategically.”

News of the hire was first reported by Bloomberg.

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Theranos may be seeking to raise $200 million in new funding

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Theranos, the controversial blood-testing startup that has been valued at $9 billion by private investors, recently decided to raise upwards of $200 million in new funding, according to regulatory filings the company made in Delaware (which were first noticed by VCExperts.com).

The new “Series C-3” stock authorization filing came just three days before a Wall Street Journal report questioned the efficacy of Theranos’s technology, and even suggested that the Silicon Valley company had tried to cheat on its lab proficiency tests. It had been approved by the company’s board of directors nearly one month earlier, on Sept. 19.

It is important to note that authorized shares have not necessarily been issued or sold. For example, other filings show that Theranos authorized the sale of 11.7 million “Series C-2” shares at $17 a piece back in February 2014. It then increased that amount this past January to a whopping 58.8 million shares at the same $17 per share price. But shortly thereafter, Theranos said in a different filing that it only had issued a total of 32.2 million of the authorized Series C-2 stock.

Theranos does not comment on its fundraising, so it is unclear exactly how much the company has raised to date. That said, the company did share some information for a Fortune cover story published in June 2014, at which time we reported that the company had raised around $400 million in total funding (at the $9 billion valuation). If we assume that it already had sold the first piece of that Series C-2 round, then the extra shares sold this past spring would put its total capital raised at around $750 million. And that’s before anything it raises from the new share authorization.

The company also keeps the identifies of its shareholders close to the vest, having previously identified just a small handful like Draper Fisher Jurvetson (which only committed $500,000 in a seed round), ATA Ventures, Tako Ventures, former board member Don Lucas and Oracle ORCL founder Larry Ellison.

Fortune has since learned, however, of several more investors that have never been otherwise disclosed. They include: BlueCross BlueShield Venture Partners, Continental Properties Co., Esoom Enterprise (Taiwan), Jupiter Partners, Palmieri Trust, Partner Fund Management, Dixon Doll, Ray Bingham and B.J. Cassin.

None of the investors Fortune managed to contact confirmed their involvement on the record, but two we spoke with on background said that they receive relatively little financial information from the company.

We also have heard from multiple sources that certain existing Theranos shareholders have been seeking to sell some stock via secondary exchanges, although have been unable to learn the identities of those holders.

A Theranos spokeswoman did not return requests for comment.

Theranos founder and CEO Elizabeth Holmes is scheduled to be interviewed next week at the Fortune Global Forum in San Francisco.

The real story behind that big Warburg Pincus sale

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Warburg Pincus yesterday announced that the family office of French businessman Marc Ladreit de Lacharriere “has made an investment resulting in a 5% stake in the private equity firm.”

But this is not a transaction whereby Warburg Pincus will use proceeds for management liquidity or to set a valuation ahead of IPO. Instead, sources say that the deal is actually for a 5% stake in the carried interest stream of both existing and future Warburg Pincus funds (including its new flagship vehicle — Fund XII — which soon will close on around $12 billion). No governance or voting rights in the firm’s management company are included.

The proceeds will be directed largely into Warburg Pincus funds, including to fill a massive $800 million GP commitment to Fund XII.

If this sounds a bit familiar, that may because Warburg Pincus previously struck a similar a similar deal with Merrill Lynch, which expires with the firm’s eleventh flagship fund (the new deal, I’m told, is indefinite).

This transaction represents Lacharriere’s first investment with Warburg Pincus.

A Warburg Pincus spokesman declined comment beyond the press release.

Energy-focused First Reserve Loses Co-Head of Buyouts

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Tim Day is no longer with energy-focused private equity firm First Reserve, where he had served as a managing director and co-head of buyouts since 2011, Fortune has learned. His last day was October 31.

Day originally joined First Reserve in 2000 as a vice president, and had represented the firm on the boards of portfolio companies like Pacific Energy Management, Brand Energy Inc., Crestwood Equity and PBF Energy Inc. PBF . He shared the co-head of buyouts job with firm president Alex Krueger, who also has served as First Reserve’s co-CEO since this past June and is expected to keep leading private equity activities (First Reserve has a separate investment boss for infrastructure-related deals).

Last year, First Reserve closed its 13th flagship private equity fund with just $3.4 billion in capital commitments — well below its original $6 billion target (and its lowered $5 billion target). It had raised $9 billion for Fund XII back in 2009 (also below target), and has experienced a rash of recent departures. Day seems to be the most recent casualty of scaled-back ambitions, although he’ll continue to represent First Reserve on the boards of Diamond S, TNT Crane & Rigging and TPC Group.

“We’re really appreciative to Tim for his years of service to the firm and plan to work with him in the future,” said a First Reserve spokeswoman, who declined to comment further.

Fortune has reached out to Day, but we’ve not yet received a reply.

 

Snapchat Isn’t the Only Startup in Fidelity’s Crosshairs

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Fidelity Investments has become one of the most active investors in privately-held startups, buying into popular companies and then divvying up the shares among its various mutual funds. Now, however, it looks like the investment giant is beginning to reconsider the prices it paid just earlier this year.

Yesterday came reports that Fidelity had marked down the value of its investment in Snapchat by around 25% between the end of July and the end of September, based on an investment it had made just this past spring. Most of that stock is held by Fidelity in its Blue Chip Growth Fund, a $69.5 billion mutual fund that primary invests in S&P 500 or Dow Jones Industrial Average companies, but which also has plugged around $300 million into privately-held growth companies like Snapchat.

Fortune has reviewed these holdings, and learned that Snapchat is hardly the only one to receive a serious markdown over the past few months. In fact, others have fared far worse.

Take Blue Bottle Coffee Co., for example. Fidelity led a $70 million investment for the trendy coffee chain this past May, investing just over $21 million. It held that investment at cost through the end of July but, as of Sept. 30, it was marked down a whopping 43.3% -- perhaps due to Blue Bottle’s decision to kill off its wholesale business, although that announcement came in June. Or what about Zenefits, officially known as YourPeople, the popular HR automation platform in which Fidelity first invested back in May? The mutual fund slashed the value of those shares by 48%. Or Dataminr, a big data startup that analyzes social media, which has been marked down by 35%.

And then there ins NJoy, the electronic cigarette maker that has raised over $160 million. Fidelity owns three different types of NJoy securities, but has all but written them off entirely. Its $4.91 million investment from June 2013 is now valued at just $300,000. Its $2.5 million investment from February 2014 is now valued at just $70,000. And, even worse, what appears to be a $9.52 million common stock investment from Sept. 2013 has been written down to just $12.

Overall, the Blue Chip Growth Fund is carrying its privately-held companies above cost -- thanks in large part to appreciation in shares of Uber and The Honest Company (both of which were static between July and September). But of the 23 companies we examined , more than one-third were marked down between July and September (not including five portfolio additions during the period). Only a small handful were marked up, while the rest remained static.

It is worth noting, of course, that marking values of private companies is more art than science, which is why most traditional venture capital firms only change their valuations when there is a subsequent financing event. But Fidelity clearly is feeling some frost.

Below is a list of private holdings in Fidelity Blue Chip Growth Fund:

UPDATE: We’ve posted a follow-up story, with valuations from a different Fidelity mutual fund and more info on how the firm determines these marks. Read it here.

Jon Huntsman Sr. Returns to Private Equity with Rocket Fuel Deal

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Huntsman Family Investments has gotten into the rocket fuel business, by agreeing to acquire the specialty chemicals division of American Pacific Corp. from private equity firm H.I.G. Capital. No financial terms were disclosed, although the deal appears to be well into 9-figure territory, based on the debt syndication ask.

Two related notes:

1. This is the first private equity deal for Huntsman Family Investments, which is the family office of Utah chemicals billionaire Jon Huntsman Sr. (who also founded a private equity firm, HGGC, with which he is no longer involved). The office’s private equity plan is to lead deals within the chemicals space, and to solicit other family offices as co-investors. It also will take minority stakes in other deals outside its core competency, on an opportunistic basis. Huntsman Sr., 78, is said to be involved in decision-making, although the deal business is led by son Paul Huntsman and principal Ben Wu (both of whom re former HGGC staffers). Jon Huntsman Jr., the former Utah governor and U.S. ambassador to China, serves as a senior advisor.

2. American Pacific Corp., which was acquired by H.I.G. Capital in early 2014 for $380 million in cash, features both a fine chemicals business (based in Sacramento) and a specialty chemicals business (based in Utah). H.I.G. is retaining the fine chemicals unit. The specialty chemicals group being acquired by Huntsman Family Investments is the sole provider of ammonium perchlorate used in solid propellant rockets, booster motors, and missiles that are utilized by the U.S. Department of Defense. It also supplies rocket propellant to NASA.

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The World’s Largest Private Equity Investors Are…

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The California Public Employees’ Retirement System (CalPERS) today is hosting a workshop on private equity, following a series of related controversies and changes to the public pension giant’s investment strategy.

CalPERS has long been one of the world’s largest private equity investors, representing 2.8% of all committed capital back in 2007. It has since scaled way back — its 1.4% mark for the first half of 2015 is actually a 5-year high — but still was the seventh-largest global investor in the asset class between 2010 and 2014, according to materials presented during today’s workshop.

The largest private equity investor during that time-frame, per the CalPERS data, was the Canada Pension Plan Investment Board. What follows is the full chart, excluding sovereign wealth funds for which there is not publicly-available data.

Source: CalPERS

 

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Private equity accused of behaving badly

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Private equity firms take confidentiality very seriously. Unless it gets in their way.

That was the takeaway from a workshop presentation earlier this week by Marte Castanos, senior counsel with the California Public Employees’ Retirement System (CalPERS), a $300 billion public pension fund with nearly $29 billion in private equity assets.

For the uninitiated: CalPERS and other “limited partners” in private equity funds are required to sign confidentiality agreements that restrict them from publicly disclosing certain types of fund-related information. Among covered documents are the actual limited partnership agreements (LPAs), which detail all sorts of fee and profit-sharing structures. The official reason for these blanket restrictions is “trade secret,” with private equity firms claiming that rival firms could gain a competitive advantage - or perhaps level the playing field - by viewing (and then possibly adopting) such structures. Sure it’s silly - plenty of these LPAs have leaked without subsequent harm - but limited partners have held up their end of the confidentiality bargain.

What Castanos said during the workshop, however, was that private equity firms themselves have not shown similar discretion. He claimed that, while negotiating a fund agreement with CalPERS, certain private equity attorneys will agitate for more favorable terms by citing past agreements CalPERS has reached with other private equity funds (some of which are represented by the very same fund formation attorneys). So much for the sanctity of trade secret.

From Castanos:

“What happens with these negotiations are, ‘Hey you agreed to this before.’ So we bring up terms. ‘Hey, you agreed to this last time.’ And we get that not only in regard to, ‘Hey you agreed to it last time in this fund with this general partner.’ But it’s a small industry, the big GPs have overlap in counsel who represents them. They know what we’ve agreed to. So it’s very common that we ask for a term and they throw it back at us and say ‘Well you agreed to this before in this fund or this fund.’ So it’s an uphill battle.”

When asked about this scenario by CalPERS board member J.J. Jelincic, Castanos added:

“In those situations where I’ve been on the phone and someone has said ‘Hey you agreed to this,’ I don’t know what it’s worth but we’ve taken them to task about the confidential nature of that and elevated the issue. But I do think it would be naive of us to think that the GPs don’t have a database of what CalPERs has agreed to . . . It’s one of the dynamics of negotiating these agreements.”

What’s particularly troubling here not only is the double-standard, but how it’s used against all prospective limited partners. Private equity firms keep their simultaneous negotiations private, which lets them tell a group like CalPERS that no one else is asking for a particular term, even if everyone is indeed asking for it. And if CalPERS tries to compare notes with its peers, it could become subject to an anti-trust lawsuit.

“We’re out on an island negotiating on our own,” Castanos explained. “We know there are hundreds of other islands, or dozens at least . . . but we’re unaware of the details of those negotiations and the GPs like to keep it that way.”

Perhaps, as Jelincic would later suggest, it may be time for investors like CalPERS to test the applicability of those anti-trust statutes. Or just treat confidentiality with a similar level of care. If they choose the latter, I look forward to reading through all of those fund documents…

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Public pensions keep faltering on private equity

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The California Public Employees Retirement System (CalPERS) is expected to release its aggregate data on carried interest payments to its private equity funds, at just about the same time that most American attentions will be turned toward turkey and transit. But I’m sure this timing is just a coincidence, as the public pension giant required its private equity partners to submit their carry information just a scant 133 days ago.

All of this prompted a broader Wall Street Journal story this morning, which breathlessly claimed that public pension systems are now publicly disclosing that “total costs were as much as 100% higher than originally disclosed.” No footnote about how total disclosed costs are almost always 100% more than they were when undisclosed (or infinitely higher, depending on your mathematical lexicography). Nor a mention about how such fees were typically included in net returns. At least it did acknowledge that higher carried interest payments are actually more positive than negative, since carried interest is a percentage of profits. If you aren’t paying any carry, then your private equity portfolio isn’t generating any returns.

But here is the real stunner from the WSJ, in regards to South Carolina’s public pension system:

Pension officials said quarterly financial statements provided by private-equity managers typically didn’t show precisely how the value of the state’s investments had changed or how profits had accrued over multiple years. The statements also often followed a calendar year rather than the state’s fiscal year, said Andrew Chernick, managing director of operations for the state retirement system investment commission. That made it difficult to isolate the impact on South Carolina, he said.

Seriously? You are fiduciaries of a $29.3 billion pension system and struggled to reconcile a calendar year with your fiscal year. Did you consider investing in a first-year accountant? Or maybe just a calculator? Even harder to imagine is that Chernick confessed to such failures to a national newspaper (under the presumed guise of pity).

I continue to struggle with which is worse: Private equity firms trying to pull one over on their public pension investors, or those public pensions so readily allowing it to happen. Dumb money indeed.

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Petco Fetches $4.6 Billion In Takeover Deal

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San Diego-based pet supplies retailer Petco on Monday confirmed that it will be acquired for around $4.6 billion by private equity firm CVC Capital Partners and the Canadian Pension Plan Investment Board. The deal is expected to close early next year.

The sellers are TPG Capital and Leonard Green & Partners, which paid $1.8 billion to take Petco private back in 2006. They had filed back in August to return Petco to the public markets, but ultimately agreed to sell after receiving takeover interest not only from the ultimate buyers, but also from firms like Apollo Global Management and KKR (which was working with Hellman & Friedman).

Petco reported $75 million of net income on nearly $4 billion in revenue for the fiscal year ending January 31, compared to $85 million in net income on $3.79 billion for the year-earlier period. It also had $191 million of cash and $2.27 billion of debt on its balance sheet. For the 26 weeks ending August 1, 2015, the company reported $47 million of net income on $2.17 billion in revenue, compared to $32 million of net income on $1.9 billion in revenue for the 26 weeks ending August 1, 2014.

For context, rival PetSmart reported $419 million of earnings on $6.9 billion in revenue for the fiscal year ending February 2, 2014 — and was acquired late last year for $8.7 billion by private equity firm BC Partners (Apollo Global Management also was a losing bidder in that situation).

In terms of EBITDA multiple, it would appear that the Petco buyers are paying a significantly higher premium. PetSmart was done at 9.1x EBITDA, whereas this deal appears to be around 10x EBITDA (although a source says that it will be closer to 9x when new initiatives are annualized). The debt-to-EBITDA multiple is expected to be at around the 6x limit established by Federal Reserve guidelines.

Leveraged financing for Petco has been committed by Barclays, Citigroup, Royal Bank ofCanada, Credit Suisse, Nomura and Macquarie.

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CalPERS (Finally) Details its Private Equity Manager Profits

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The California Public Employees’ Retirement System (CalPERS) on Tuesday morning released data on how much investment profit it had shared with outside private equity fund managers, after having been criticized earlier this year for claiming to have been unable to track such payments.

The industry name for such shared profits are “carried interest,” and are negotiated before a private equity fund begins making investments. These are separate from management fees and other expenses that limited partners (e.g., CalPERS, et al) may be required to pay general partners (private equity firm), and are generally considered to strengthen the alignment of interests between both sides.

Moreover, there has been some concern that, by releasing this data, CalPERS would be assuming headline risk from readers who are shocked by the aggregate figures — even though larger carried interest payments typically mean that the limited partners have generated larger returns for themselves. After all, if you pay nothing in carried interest, it also means the underlying funds either lost money or were just barely in the black.

Back to CalPERS: The pension system, which is the nation’s largest with $295 billion in assets under management, reports that its active private equity fund managers have realized $3.4 billion in profit-sharing between 1990 and June 30, 2015. That is compared to $24.2 billion in realized net gains, which works out to an effective carried interest rate of just 12.3%. For the 2014-2015 fiscal year, the shared profit totaled $700 million on $4.1 billion in realized net gains, or a 14.6% effective carried interest rate.

For context, the industry standard for carried interest is 20%. That would suggest that CalPERS has been a savvy negotiator, but it’s also worth noting what today’s data dump is missing:

1. CalPERS only released data for active funds, as opposed to all of the private equity funds in which it has invested since 1990. Excluded are any fund positions that have been sold or liquidated. A CalPERS spokesman says: “We have limited recourse to seek the data from exited, inactive, sold, liquidated, etc. funds. We felt the best use of our time and resources was to focus on active funds - 98% of cash adjusted asset value is represented. And moving forward we will be consistent in that approach.”

2. We do not know actual carried interest structures for any of the funds, many of which might include preferred returns (i.e., hurdle rates). In other words, certain private equity funds only begin generating carry once they have returned the entire fund plus something like 8%. As such, the realized profit-sharing may be artificially low. Even without a hurdle rate, carry is rarely made effective until a fund repays its principle, meaning carried interest can be artificially low in a fund’s early years (something exacerbated by the pension system’s decision to only report active funds). This could be partially rectified if CalPERS also released data on accrued carried interest — something it requested from its fund managers earlier this year — but it is unclear if such figures will be forthcoming.

CalPERS is scheduled to host a media call later today, and we’ll update this post if anything of interest emerges.

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Does Apollo Really Want to Buy Tribune Publishing?

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Politico‘s Ken Doctor reported over the weekend that private equity firm Apollo Global Management APO had reached out to newspaper company Tribune Publishing Co. TPUB about a possible buyout, after which it possibly would have sold off the LA Times and San Diego Union-Tribune — which represent around 40% of TPUB’s business — to billionaire Eli Broad.

All of this reporting was apparently sparked by the following Rupert Murdoch tweet:

Only trouble, according to Doctor, is that Tribune Publishing never returned Apollo’s calls:

Apollo Global Management first approached Tribune Publishing about a month ago, telling board chair Eddy Hartenstein of its interest in buying the company, as confirmed by confidential sources. After receiving that expression, Tribune Publishing has been ‘non-responsive,’ unwilling to schedule meetings or provide deeper-than-public financials.

A source familiar with the situation declined to comment to Fortune on the original contact, but says there are no current discussions between Apollo and Tribune Publishing.

Two thoughts on this:

(1) If Doctor is correct, then Hartenstein and the Tribune board may be breaching their fiduciary duties to Tribune Publishing shareholders. Apollo is a deep-pocketed investor that theoretically could pay a significant premium to the company’s ever-sinking share price. How do you not at least engage in a conversation? Let alone announce that there was an informal approach (thus encouraging other potential bidders — unless that was the purpose of this leak, although Murdoch’s prompting makes that appear unlikely). Unless…

(2) Apollo’s approach was so informal as to be considered in jest. You know, because Tribune Publishing is barely profitable (it was actually in the red for Q3), already has a bunch of debt on its books (long term debt $$ > current market cap $$) and is…. well, it’s a newspaper publisher (i.e., an industry in secular decline).

I know Apollo did deep due diligence earlier this year on Digital First Media (owner of the Denver Post and San Jose Mercury News, among others), but it ultimately passed. Just like almost every private equity firm has passed on legacy print media assets — save for B2B trades — for around a decade. The only notable exceptions to that rule — Platinum Equity buying the aforementioned SD Tribune and Avista Capital Partners’s much larger purchase of The Star Tribune in Minneapolis — were decidedly split in terms of success (Platinum nearly tripled the SD Tribune‘s value, while the Star Tribune went bust). Unless Apollo has a sweetheart deal lined up with Eli Broad, it’s hard to see why it would volunteer for the aggravation.

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5 Notes on the Yahoo ‘Sale’

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Today’s deal buzz is a Wall Street Journal story about how Yahoo’s board is “planning a series of meetings this week to consider selling off the company’s flagging Internet businesses and how to make the most of its valuable stake in Chinese e-commerce powerhouse Alibaba Group.”

I’ve so far had a handful of conversations with folks who are either close to Yahoo YHOO or potential bidders (including within the past hour), and here is what I’m hearing so far:

1. Legit? Despite the WSJ portrayal, these are not meetings that are being specially called to discuss a sale. These are the company’s regularly-scheduled financial planning meetings. So of course an evaluation of strategic options will be included, particularly for a company under activist pressure that has recently lost so many senior executives.

That said, a sale of “core Yahoo” — or at least a serious attempt — does seem likely, perhaps as early as Q1 2016.

2. Financial sponsors? Private equity will certainly take a hard look, particularly those firms that had conducted due diligence back in 2011 (here’s a refresher). The real question, however, is if private equity could find enough leverage to make such a deal work. Big consumer tech deals are few and far between (is Skype the last?), and the pricing on this would be particularly tricky. Do you pay a premium to EBIDTA, even though the actual stock market is effectively valuing Yahoo’s core business (ex-Alibaba BABA and cash on hand) at zero? If private equity were to buy, one would imagine it would do a lot of cutting, in order to grow a smaller core of homepage, Tumblr, news, sports and mail (i.e., cut to expand, destroy to create, etc.). Then try to flip it to a strategic.

3. Then who? Strategics are a better fit. Not only because they needn’t find the debt, but because they could make better immediate use of Yahoo’s large user base. Expect Comcast CMSCA , AT&T T and Verizon VZ to have interest (yes, Verizon already bought AOL, but that was more for the ad biz).

4. Not a break-up: Yahoo’s properties are so tightly integrated on the back-end — including the basic username/email indentifiers — that it would be very hard for the company to sell Sports to one party, Mail to another, etc.

5. Marissa: At this point there is a good argument to be made that Yahoo originally needed more of a financial wizard than a product ace at the helm, but that’s all water under the bridge. There has been a lot of speculation over whether or not Mayer will keep her job, but it’s hard to imagine the board dumps her if it actively pursues a sale. Let the buyer decide who they want to run things. Promoting a board member to something like executive chair, on the other hand…

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