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Worse Than Enron?
The recent string of big buyout deals continues today (see news below), but the most interesting LBO story involves a transaction that may never occur. Last November, Texas Pacific Group agreed to purchase Portland General Electric from Enron Corp. for total consideration of approximately $2.35 billion – including $525 million in equity, $707 million in new debt and $1.1 billion in assumed PGE debt. This was real white knight sort of stuff, as no one else had stepped up to sever ties between the City of Portland and America’s most crooked company. Not only was the deal viewed as competitive from a financial point of view, but it also worked on a public relations level. A number of Portland officials had expressed concern over their 114-year-old utility being acquired by an outside conglomerate without adequate local ties. In fact, there even was talk that the City of Portland would make its own offer, although it never got farther than arranging some financing with Goldman Sachs.
Texas Pacific Group understood such fears. In announcing its offer, the Ft. Worth, Texas-based firm said that former Oregon Governor Neil Goldschmidt would serve as PGE’s chairman, and that the investor group also would include Portland developer Tom Walsh and Seattle-based Gerald Grinstein, who since has been named CEO of Atlanta-based Delta Airlines. None of this blinded Portland to the fact that Texas Pacific eventually would flip its investment via an IPO or M&A, but it did soften critics who saw an active attempt toward working with the local community.
Such happy shiny feelings began to sour in February, however, when prospective chairman Goldschmidt admitted to having had a sexual relationship with a 14-year-old girl during the 1970s. More specifically, a local alternative weekly was about to break the story, so Neil fessed up and immediately resigned the PGE post. Texas Pacific soon replaced Goldschmidt with Peter Kholer, president of the Oregon Health & Science University, but the incident only served to revive initial worries that Texas Pacific was no more a local owner than was Enron.
The latest roadblock came yesterday, when the Oregon Public Utility Commission staff recommended that Texas Pacific’s bid should be rejected, in that it “falls short of demonstrating net benefits for customers.” Local news reports suggest that the Commission staff regularly recommends against bids that the Commission ultimately accepts, but says that this particular language was uncharacteristically harsh. Texas Pacific has said it plans to press on in its efforts, and that it will respond to the recommendation within the next three weeks. I’m sure that there’s still some optimism in Fort Worth, but – were it me – I’d be looking in the mirror and trying to figure out how I could me more objectionable than even one more day of continued control by Enron.
JPMorgan Partners has agreed to acquire a 50.1% interest in Kansas City-based movie theater chain AMC Entertainment Inc. (AMEX: AEN), with existing shareholder Apollo Management re-investing in exchange for a 49.9% equity stake. The transaction is valued at around $2 billion, including $1.67 billion in equity. Holders of AMC common stock will receive $19.50 per share, upon consummation of the merger. J.P. Morgan Chase & Co. and Citigroup are providing debt financing for the transaction. www.amctheatres.com
Battery Ventures has promoted four senior associates to the position of partner, in preparation of a final close on its $450 million seventh fund. Among the new partners are: Neeraj Agrawal, who joined Battery in 2000 and focused on enterprise software and technology-enabled services; Michael Brown, who joined in 1998 and focused on software and business services; Roger Lee, who joined the Wellesley, Mass.-based firm’s San Mateo, Calif. office in 2001 to focus on software; and Carl Stjernfeldt, who joined in 2000 to focus on communications technologies and services. No word yet on when Battery expects to hold a final close on its new fund, which received approximately $2 billion in limited partner interest. www.battery.com
Danger Inc., a Palo Alto, Calif.-based provider of wireless solutions, has raised $37 million in Series D funding. Mobius Venture Capital, Redpoint Ventures and Softbank Capital Partners co-led the deal, and were joined by fellow return backers Venture Strategy Partners and Diamondhead Ventures. New investors included Institutional Venture Partners and Adams Street Partners. www.danger.com
Wave7 Optics Inc., an Alpharetta, Ga.-based provider of Ethernet and IP-based fiber-to-the-premises (FTTP) network equipment, has raised $6 million in new venture capital funding. Return backers include Advanced Technology Partners, Armada Venture Partners, Lucent Venture Partners, Mellon Ventures, Morgenthaler Ventures and Oak Investment Partners. The company now has raised $68.5 million in total VC funding since its 2000 inception, including a $30.5 million Series C round at a pre-money valuation of approximately $50 million. www.wave7optics.com
Arriva Pharmaceuticals Inc., an Alameda, Calif.-based drug company, raised $40 million earlier this year in an unannounced round of Series D funding. Return backer MPM Capital participated on the deal. www.arrivapharm.com
NetKey Inc., a Branford, Conn.-based provider of software for self-service and digital merchandising management, has raised $3 million in new Series C funding. Return backers included Updata Venture Partners, Hudson Ventures, Zero Stage Capital, Fleet Development Ventures, Connecticut Innovations Inc., C&T Access Ventures, Harbor Payments Inc. and Fourth Wall Ventures. www.netkey.com
Clayton, Dubilier & Rice Inc. has agreed to purchase Culligan International Co., a Northbrook, Ill.-based manufacturer and distributor of water treatment products and bottled water. The transaction is valued at $610 million, with the selling party being France-based Veolia Environnement SA. Debt financing for the deal -expected to close this fall — will be led by Bank of America, BNP Paribas and Citigroup. www.culligan.com
The Carlyle Group has agreed to acquire the AZ Electronic Materials unit of Switzerland-based Clariant for CHF 518 million (approx. $412 million). That figure includes a CHF 40 million (approx. $31.82 million) vendor loan note to be held by Clariant. The deal is expected to close this fall, and is part of Clariant’s ongoing effort to divest of non-core businesses. AZ Electronic Materials is a -based supplier of products to the semiconductor and flat-panel display industries. www.azresist.com
First Atlantic Capital has acquired a majority interest in Captive Plastics Inc., a Piscataway, N.J.-based manufacturer of blow-molded plastic bottles and closures. No financial terms of the deal were disclosed, except that company management will retain a “substantial” ownership position. www.captiveplastics.com
Bucyrus International Inc., a South Milwaukee, Wis.-based provider of excavation equipment for surface mining, will begin trading on the Nasdaq under ticker symbol BUCY. It priced 10.75 million common shares at $18 per share (high end of its $16-$18 offering range), for a total IPO take of approximately $193.5 million. A subsidiary of American Industrial Partners held a 94.9% ownership stake prior to the IPO, which since has been reduced to 43.2 percent. www.bucyrus.com
BlackBaud Inc., a Charlestown, S.C.-based provider of software and computer training for the nonprofit community, will begin trading on the Nasdaq under ticker symbol BLKB. The company priced nearly 8.1 million shares of common stock at $8 per share (below its $10-$12 offering range), for a total IPO take of approximately $64.79 million. The company was acquired in 1999 by Hellman & Friedman LLC, which maintained its majority shareholder position following the IPO.
Lumera Corp., a Bothell, Wash.-based provider of polymer materials and products, will begin trading on the Nasdaq under ticker symbol LMRA. The company priced six million common shares at $6.95 per share (above its original $5-$6 range, and in the middle of its revised $6.50-$7.50 range), for a total IPO take of approximately $41.7 million. The company was formed in 2000 as a majority-owned subsidiary of Microvision Inc. (Nasdaq: MVIS), and since has raised around $27 million in VC funding from Acorn Ventures, The Barksdale Group, Northern Stream Capital, Cisco Systems Inc. and WRF Capital. www.lumera.com
Auxilium Pharmaceuticals Inc., a Norristown, Pa.-based drug company focused on urologic and sexual health disorders, has reduced its IPO offering price range for the second time. It first reduced the range from $12-$14 per common share down to $8-$9 per share. Now, it has further reduced its expectations down to $7.50 per share. It also has reduced its total number of offered shares to 5.5 million, from an original filing plan of six million. Auxilium has raised over $95 million in venture capital funding since its 1999 inception, with significant shareholders including Perseus-Soros BioPharmaceutical Fund, SCP Private Equity, Lehman Brothers, Schroder Ventures International Life Sciences, OrbiMed Advisors, Biotech Growth NV and Sprout Group. www.auxilium.com
MACH Sàrl and Dan Net A/S, both providers of inter-operator billing services to mobile and fixed telecommunications operators, have agreed to merge their respective businesses. Luxembourg-based MACH is owned by Advent International and Providence Equity Partners, while, prior to the merger, Dan Net was owned by Danish communications solutions company TDC A/S. www.mach.com
Hans-Georg Betz, CEO of German VC firm West STAEG Partners GmbH, has joined the board of Advanced Energy Industries Inc. (Nasdaq:AEIS). www.advanced-energy.com
Thursday, July 22
Can FASB Stay Effective? Can KKR Sell Class Rings?
Some notes on yesterday’s news: (1) Lots of email related to a U.S. House of Representatives vote, which is designed to override an FASB share-based expensing proposal applicable to public companies. For the uninitiated, this is colloquially referred to as the stock options rule. Business folk – including VCs and buyout pros – seem relatively united in opposition to the proposal, and a bi-partisan majority of representatives decided not to bite the pockets that feed them (the vote went 312-111). Instead, the House bill only would require expensing of a company’s top five executives, and would exempt small business and private companies from any expensing until three years after an IPO.
This last part is of particular interest to the private equity community, which long has argued that the cost of deriving expense numbers would be prohibitive to young companies, and would result in companies curtailing or abandoning stock option plans. Most reader emails expanded on such arguments, although a vocal minority worried that ultimate passage of this bill (i.e. a Senate vote and Presidential signature) would forever stain FASB’s independence. As David wrote: “Once this starts, FASB should fold up its tent and go home. The folks supporting this bill should be careful what they wish for – once Congress becomes the accounting standard setter and lobbyist groups of all ilk get involved, GAAP will end up as @^#$%!’d up as the Internal Revenue Code.” David was not alone in this sentiment, and it seems to be reflected by some powerful senators – on both sides of the aisle – who are determined to block the bill from getting to a vote(although they all avoided veiled obscenity when discussing the matter). It will be interesting to see what type of sway the aforementioned lobbyists have with senators — tougher with 6-year terms than with 2-year terms – and whether or not House folks can successfully sneak the bill through by tacking it onto a separate bill.
(2) Most of what KKR is buying from CSFB Private Equity and DLJ Merchant Banking involves paper. Arcade Marketing makes those annoying perfume ads in magazines, Von Hoffman makes textbooks and Josten’s specializes in yearbooks and class rings. Can you spot the anomaly? Paper, paper, paper, metal. I asked someone close to the deal if KKR planned to dump the class ring component once the deal is completed, but I was told that there are no plans to do so. My source even said that the class ring business was one of Josten’s positive differentiators, even though I don’t personally know anyone who bought a class ring from either my high school or college graduating classes (Josten’s had set up marketing tables at both). Seems like a dying niche to me, but that opinion is based on anecdotes instead of financial statements, so it’s worth even less than a class ring. (3) Thanks for all your computer suggestions – although I don’t want to go back to Macs. Seems like things are getting better, after another round of Windows reinstallation…
GC Power Acquisition LLC, a newly formed private equity firm consortium, has agreed to acquire electric power wholesale company Texas Genco Holdings Inc. (NYSE: TGN) for approximately $3.65 billion in cash. The deal includes a buyout of Texas Genco’s public shareholders, including 81% shareholder CenterPoint Energy Inc. (NYSE: CNP). The consortium is comprised of Blackstone Group, Hellman & Friedman LLC, Texas Pacific Group and Kohlberg, Kravis Roberts & Co. The deal is expected to close in early 2005, following approval from the Nuclear Regulatory Commission – as the deal also includes a nuclear plant in South Texas. www.txgenco.com
Dex Media Inc., an Englewood, Colo.-based phone directories publisher, will begin trading on the NYSE under ticker symbol DEX. The company priced over $53.06 million common shares at $19 per share (well below its $23-$26 per share offering range), for a total IPO take of approximately $1 billion. The company was created in August 2002, when Qwest Communications Inc. sold off its yellow pages unit for $7.1 billion to The Carlyle Group and Welsh, Carson, Anderson & Stowe. Carlyle and Welsh Carson each sold $316 million worth of Dex Media stock as part of the IPO, which lowers their respective company ownership from 49.5% down to 32 percent. www.dexmedia.com
Silver Lake Partners has agreed to invest $500 million into Thomson (NYSE: TMS), a Cedex, France-based provider of integrated solutions covering technologies, equipment and services for the entertainment and media industries. This represents Silver Lake’s largest investment to date, and first-ever direct investment in a European company. The $500 million takes the form of convertible subordinated notes with a 3% coupon and 17.50 conversion price. In exchange, Silver Lake will receive a 7.5% ownership interest in Thomson and a board seat for David Roux, founding principal of Silver Lake. In other Thomson news, the company has appointed Frank Dangeard, head of financial rebalancing and value creation at France telecom, as its new CEO. He has served as Thomson’s non-executive chairman since 2002, and as its deputy CEO between 1997 and 2002. www.thomson.net
Achieve3000 Inc., a Lakewood, N.J.-based provider of Web-based educational content, has raised $4.6 million in Series B funding from Palisade Capital Management and NJTC Venture Fund. www.kidbiz3000.com
NeurAxon Inc., a Mississuga, Ontario-based drug company focused on pain management, has raised Cdn$2.5 million (approx. US$1.9 million) in first-round VC funding. Ventures West led the deal, and was joined by H.I.G. Ventures, NeuroVentures Fund and Genesys Capital Partners. www.nrxn.com
Reservoir Capital Group has agreed to sell six combined heat and power facilities to Primary Energy Holding LLC for approximately $190 million. The facilities are located in California, Colorado and New Jersey, and have combined electric generating capacity of 270 megawatts. Primary Energy Holding is an Oak Brook, Ill.-based group majority owned by American Securities LP.
Kirtland Capital has acquired Vitex Packaging Group Inc. from The Riverside Co. Vitex is a Suffolk, Va.-based manufacturer of paper tags and envelopes used on tea bags, was originally was acquired by Riverside in January 1998, and later expanded thanks to a pair of add-on acquisitions (Schuster Flexible Packaging in 1999 and Genesis Converting Corp. in 2000. No financial terms of the acquisition were disclosed. www.govpg.com
Patriarch Partners has agreed to acquire Galey & Lord Inc., an Atlanta-based supplier of denim, khaki and corduroy fabrics for the fashion apparel and uniform markets. Financial terms of the deal were not disclosed. Galey & Lord became privately held in March 2004, following its emergence fro bankruptcy protection.
Aether Systems Inc. (Nasdaq: AETH) has agreed to sell its transportation division to an affiliate of Platinum Equity for $25 million in cash. www.aethersystems.com
NeuroMetrix Inc., a Waltham, Mass.-based maker of non-invasive diagnostic equipment for neuromuscular disorders, will begin trading on the Nasdaq under ticker symbol NURO. The company priced three million shares of common stock at $8 per share (below its $10-$12 per share offering range), for a total IPO take of approximately $24 million. The company is a spinout from the Harvard-MIT Division of Health Science and Technology. It raised around $44 million in VC funding from significant shareholders like J.H. Whitney & Co., Delphi Ventures, BancBoston Ventures, Harris & Harris Group and Commonwealth Venture Partners. www.neurometrix.com
Idenix Pharmaceuticals Inc., a Cambridge, Mass.-based drug company focused on HIV/AIDS and viral hepatitis, will begin trading on the Nasdaq under ticker symbol IDIX. The company priced 5.8 million common shares at $14 per share (low end of its $14-$16 offering range), for a total IPO take of approximately $81.2 million. The company raised around $68 million in total VC funding, before Novartis Pharma AG (NYSE: NVS) purchased a majority ownership position last year. Former VC backers like MPM Capital still hold a significant interest in Idenix pre-IPO. www.idenix.com
Amkor Technology Inc. (Nasdaq: AMKR) has agreed to acquire Unitive Inc., a Research Triangle Park, N.C.-based provider of semiconductor wafer processing and packaging technologies. No financial terms were disclosed. Unitive has raised approximately $50 million in total VC funding since its 1996 inception, from investors like aurora Ventures, Flextronics Inc., North Carolina Technological Development authority, Trans Atlantic Technology, Sigma Partners and Transamerica Technology Finance. In related news, Amkor has obtained a 60% interest in Taiwan-based Unitive Semiconductor Taiwan Corp., a joint venture between Unitive and various Taiwanese investors. www.unitive.com
Vintela Inc. has acquired Wedgetail Communications Pty. Ltd., an Australia-based device and application security vendor of hardware and software to end-users. No financial terms of the acquisition were disclosed, although Vintela will receive $3 million in new VC funding from Wedgetail backer Allen & Buckeridge. www.vintela.com
Vispi Daver and Vimal Patel both have joined Sierra Ventures as principals. Daver most recently worked in the corporate development group of McAfee Inc.’s Network Associates Technology Inc., while Patel had been a senior associate with Alliance Ventures. www.sierraventures.com
Chris Douvos has joined The Investment Fund for Foundations (TIFF), after having served as a senior associate with the Princeton University Investment Co. www.tiff.org
Ed McGuinn has been named chairman and interim CEO of MRU Holdings Inc. (OTC BB: MHOI.OB), a New York-based provider of higher education financing. He has served as senior managing director and head of equity capital markets and corporate finance for both Mabon Securities and Rodman & Renshaw.
NewStar Financial Inc., a Boston-based commercial finance company, has been formed by Capital Z Investment Partners and JP Morgan Corsair Capital Partners. The new organization will provide financing to mid-market corporations, commercial real estate borrowers and issuers of asset-backed securities. It is capitalized with $660 million, including $210 million in equity led by Capital Z and J.P. Morgan, and $450 million of debt led by Wachovia Capital Markets, which was joined by CDC IXIX Capital Partners. NewStar will originate senior and subordinated debt financings through a direct calling effort, often in conjunction with other lenders. It is being led by CEO Timothy Conway, a former senior executive with Citigroup and FleetBoston, and chief investment officer Peter Schmidt-Fellner, co-founder and former co-led of JP Morgan Chase’s high yield group. Dave Dobies and Tim Shoyer, both former managing directors with FleetBoston, will serve as co-heads of middle markets, while Mani Sedeghi, a Capital Z partner and former executive with GE Capital and AT&T Capital, will serve as NewStar chairman. www.newstarfin.com
The California State Teachers’ Retirement System‘s $116 billion investment portfolio posted 17.4% year-over-year gains for the period ending June 30. Its private equity portfolio performed particularly well; as it was valued at $5.4 billion, for a 29.6% year-over-year gain. www.calstrs.com
Wednesday, July 21
Rebuilt Windows on my home office computer last night, and everything seemed to be working by 1am. Got up at 6:30, went to Dunkin’ Donuts, installed a recomended
Microsoft security update and sipped some iced French vanilla. After 30 minutes of waiting, the computer informed me that Windows needed to be reinstalled, at which point I hopped in the rickety Pontiac for a rush hour ride into Boston (I also cursed a lot, which woke up my wife). All of this is a long way of saying: Sorry today’s Wire is late and lacking commentary. I promise that both I and my computer will do better tomorrow…
The U.S. House of Representatives yesterday voted 312-111 (198 Republicans and 111 Democrats) to pass HR 3674, blocking an FASB proposal that would require publicly-traded companies to record all forms of share-based payments as expenses (including stock options). The National Venture Capital Association lauded yesterday’s vote, although Senate Banking Committee Chairman Richard Shelby (R-Alabama) vowed “to fight any effort to pass similar legislation in the Senate. Shelby’s position mirrors that of Alan Greenspan, and also is echoed by Sens. Peter Fitzgerald (R-Illinois), Jon McCain (R-Arizona), Carl Levin (D-Michigan) and Richard Durbin (D-Illinois).
Thomson Venture Economics (publisher of the PE Week Wire) and the National Venture Capital Association released new VC fund performance data today. It showed that one-year VC fund returns through Q1 2004 posted a 15.7% gain, while three-year returns came in at -13.3 percent. More data is available at www.nvca.com
Kohlberg Kravis Roberts & Co. is planning to acquire and/or recapitalize three companies currently owned by CSFB Private Equity, and then combine them into a single specialty-publishing and marketing entity. The deal is valued at approximately $2.2 billion, and includes yearbook and class ring provider Jostens Inc., textbook publisher Von Hoffman Corp. and magazine perfume ad printer Arcade Marketing. Under terms of the agreement, CSFB Private Equity would retain a small equity stake in the combined company. The entire transaction is expected to close sometime this fall. www.kkr.com
Touch Clarity Ltd., a London-based provider of enterprise software for consumer-facing websites, has raised $6.7 million in Series A funding. Jerusalem Venture Partners (JVP) and Alta Berkeley co-led the deal, and were joined by seed backer The Capital Fund. www.touchclarity.com
Vernier Networks Inc., a Mountain View, Calif.-based provider of adaptive security products for wired and wireless networks, has raised $10 million in Series D funding. Foundation Capital led the deal, and was joined by return backers DCM-Doll Capital Management, Allegis Partners and Utah Venture Partners. The company now has raised approximately $45 million in total VC funding, including a $24.2 million Series C deal in 2002 at a post-money valuation of approximately $59.2 million. www.verniernetworks.com
UPOC Networks Inc., a New York-based provider of mobile messaging applications, has raised $5 million in Series C funding. Apax Partners and Advent International co-led the deal, and were joined by Allen & Co. and Arts Alliance. In other UPOC news, the company has named David Friedensohn has its new CEO. He previously has held CEO roles with BigStar Entertainment, SonicNet and Advaya. www.upoc.com
Aura Communications Technology Inc., a Wilmington, Mass.-based provider of magnetic communication technology for wireless transmission of music, voice and data, has raised $11 million in new VC funding. Creative Technologies Ltd. (Nasdaq: CREAF) and Entrepia Ventures co-led the round, and were joined by fellow new investor iSherpa Capital. Return backers Duchossois Technology Partners and Motorola Ventures also participated. Aura Communications now has raised around $30 million in total VC funding since its 1995 inception. www.auracomm.com
SafeView Inc., a Santa Clara, Calif.-based provider of personnel screening technology, has raised $16 million in Series B funding. Paladin Capital group led the deal through its homeland Security Fund, and was joined by fellow new investors Novak Biddle Venture Partners and Battelle Ventures. Return backers included Draper Fisher Jurvetson, DFJ ePlanet Ventures, Stanford University and InVision Technologies. www.safe-view.com
Acclaris Inc., a Tampa, Fla.-based provider of business process solutions, has raised $5 million in Series A funding. Updata Partners led the deal, with seed backer Lion Investments also participating. www.acclaris.com
Candover, a UK-based private equity firm, has acquired Belgium-based UCB Group‘s specialty films business for €320 million (approx. $391 million). ABN AMRO provided debt financing for the deal. UCB Films is a manufacturer of specialist-orientated polypropylene and cellulose films, employs 1,600 people and had 2003 sales of €362 million.
Blackstone Group is in talks to acquire $1.3 billion hospital company Vanguard Health Systems from Morgan Stanley Capital Partners, according to BusinessWeek Online. The article also says that Bank of America is running the auction with a $1.8 billion asking price, and that Kohlberg Kravis Roberts & Co. (KKR) made an offer of approximately $1.5 billion, while Thomas H. Lee Partners also considered the deal. www.vanguardhealth.com
McCormick & Schmick Holdings LLC, a Portland, Ore.-based operator of upscale seafood restaurants, will begin trading on the Nasdaq under ticker symbol MSSR. The Company priced six million common shares at $12 per share (low end of its $14-$16 range), for a total IPO take of approximately $72 million. The company had been acquired in 20001 by Castle Harlan Partners and Bruckman, Rosser, Sherrill & Co. www.mccormickandschmicks.com
Epigenomics AG, a Berlin, Germany-based developer of genomic-based technology that detects DNA methylation patterns, has begun trading its common stock on the Frankfurt Stock Exchange. The company priced a €9 per share, for a total IPO take of approximately €41.58 million. It had raised around $55 million in total VC funding, with shareholders including 3i Group, Abingworth Management, Deutsche Venture Capital and MPM Capital. www.epigenomics.com
Premier Foods, a UK-based provider of branded food and drink products, priced its IPO on the London Stock Exchange at the low end of its offering range, valuing the company at approximately £535 million (approx. $1 billion). The company was bought out in 1999 by Hicks, Muse, Tate & Furst. www.premierfoods.co.uk
Locus Pharmaceuticals Inc. of Blue Bell, Pa has acquired Protein Mechanics Inc., a Mountain View, Calif.-based drug discovery company focused of simulation technology for the design of small molecule therapeutics. No financial terms were disclosed. Protein Mechanics has raised $3.7 million in VC funding from Abingworth Management and Alloy Ventures. Locus has raised over $90 million in VC funding from Amerindo Invesmtent Advisors, Delphi Ventures, ING Investment Management, Dresdner Kleinwort Capital, Johnson & Johnson Development Corp., Origin Ventures, Perennial Ventures and Pri