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Mitt Romney, the uber-capitalist candidate, bows out of presidential race

He made hundreds of millions of dollars running Bain Capital, but Mitt Romney won't be running the U.S. He announced this afternoon that he is ending his run for the presidency. No doubt, countless Mormons and private equity lobbyists have gone into mourning.

Technically, Romney is "suspending" his campaign. This means that he will keep the delegates he won in his primary victories in Massachusetts, Michigan and Utah. This will give him some influence in the process of selecting the eventual Republican nominee.

Although Romney was a great success in the world of private equity, it didn't seem to help him in the national campaign. Mike Huckabee's line about the essential coldness of private equity investors -- "I believe most Americans want their next president to remind them of the guy they work with, not the guy who laid them off" -- was pretty devastating. I don't know if that background was Romney's greatest weakness -- his Mormonism didn't help, nor did his salesman's tendency to say just about anything to please a given audience -- but you can bet there are some disappointed Democrats out there. I'm sure they were looking forward to exposing the layoffs that Romney initiated through his equity investments.

Sunny days for Bright Horizons

Not long ago, a billion-dollar private equity deal wouldn't have received much attention. But with the severe credit crunch, it's now amazing to see such a deal.

Well, we got one today; that is, the $1.3 billion buyout of Bright Horizons Family Solutions, Inc. (Nasdaq: BFAM). The private equity sponsor is Bain Capital. The debt facilities will come from Goldman Sachs Group, Inc. (NYSE: GS).

And yes, the transaction has a good amount of equity (Bain will write a check for $640 million). Basically, the debt markets are still jittery.

Bright Horizons is a provider of employer-sponsored child care and early education services. There are more than 600 customers, with 90 of the Fortune 500. Over the past year, there was about $762 million in revenues and $100 million in EBITDA, although Bright Horizons did had a tough Q3 (because of weakness in enrollment, which may have been the result of the slowing economy).

In today's trading, the shares of Bright Horizons spiked 36.81% to $44.86.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

Clear Channel buyout in trouble?

In November of 2006, Thomas H. Lee Partners and Bain Capital announced that they were pursuing a deal for Clear Channel Communications (NYSE: CCU). It took a few months to reach an agreement, but in May 2007 buyout terms were reached, and shareholders approved the deal in September. The deal is worth nearly $20 billion, one of the largest buyouts in history.

As of noon today, Clear Channel is trading at $33.94, a significant discount to the buyout price of $39.20. This suggests that there is considerable -- and growing -- skepticism about the deal. Concerns include the weak track record of recent big buyouts as well as the uncertain prospects of commercial communications companies like Clear Channel, which face growing competition from internet-based services and MP3 devices.

The Financial Times, via MSN.com, is reporting that while bankers involved in the deal still think it will probably go through, there is some resistance. One banker is quoted as saying, "there are a lot of undercurrents, including the fact that the returns for the sponsors are terrible and the break-up fee isn't huge." The 'not huge' break-up fee is $500 million -- not a small amount for your average music lover, but small enough when compared to massive losses on a $20 billion deal.

Bain, TPG in secondary buyout for Quintiles Transnational

A secondary buyout is when private equity firm buys a position from another private equity firm. And with private equity deals getting tougher, we may see more of these transactions, especially from top tier firms that have lots of capital to throw around.

So today there was a biggie secondary buyout: Bain Capital, TPG Capital and 3i have agreed to purchase Quintiles Transnational.

Back in 2003, the company went private for about $1.7 billion and the private equity sponsor was One Equity Partners. Interestingly enough, TPG was an investor in the transaction as well.

With about 19,000 employees, Quintiles has a global footprint in the healthcare industry, helping companies deal with the complexities of clinical trials. Such engagements are vitally important and tend to be long-term, allowing for nice cash flows. No doubt, this is attractive for private equity operators.

The price tag on the Quintiles deal was not disclosed. But the rumor is that it was more than $3 billion.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

Cisco (CSCO) today 100 times bigger than 3Com (COMS) -- it wasn't in 1994

This morning 3Com (NASDAQ: COMS) announced that private equity firm, Bain Capital, would put it out of its misery and pay $2.2 billion in cash for the company. 3Com has lagged so far behind that it has been painful to watch. 3Com and Cisco Systems (NASDAQ: CSCO) indeed could provide at least two to three chapters in an investing teaching and history book. Here's the CliffsNotes version:

Summer of 1994 was a tough technology environment. Technology had a great run from 1990 through 1994, till summer that is. Valuations contracted and investor fatigue set in for about four to five months. I was traveling through Silicon Valley with a couple of British portfolio managers visiting companies. One day we had a breakfast meeting with then CEO Eric Benamou of 3Com and lunch with a senior VP at Cisco (whose name escapes me). Benamou was an intellectual, a refined man, but did not possess the street smarts necessary for a tech company CEO. He was arrogant and bluntly declared that Cisco's days were numbered and 3Com would acquire any tech company necessary to achieve total domination. OK, great, and we went on to Cisco for lunch.

The senior VP was a classy guy, never said a bad word about any competitor and just explained Cisco's game plan and execution philosophy. Here is the funny part: In July 1994, BOTH companies had a market capitalization of $9 billion.

Continue reading Cisco (CSCO) today 100 times bigger than 3Com (COMS) -- it wasn't in 1994

3Com (COMS) gone private

According to the Wall Street Journal [subscription required] Marlborough, MA-based 3Com Corp. (NASDAQ: COMS) is going private with the help of Bain Capital and Huawei Technologies for more than $2 billion -- or $5.50 a share. 3Com is up 34% to $4.94 in pre-market.

3Com has been hobbled for most of this decade but it has a storied history. Its founder invented Ethernet -- a way for computers to share information. It bought a company that made a very popular modem during the era when people dialed up the Internet on a telephone line. And with this acquisition came a technology which became the Palm Pilot -- a Personal Digital Assistant (PDA) which was an indispensable appendage for dot-commers in the 1990s.

Unfortunately, 3Com's financial position was weak -- it lost $89 million on $1.27 billion in sales in the year ending June 2007 but it generated $58 million in cash. It couldn't maintain its technology lead and it was surpassed by competitors in all its markets.

Continue reading 3Com (COMS) gone private

Listen to this: Clear Channel (CCU) finally gets a buyout deal

Time can be the enemy of buyout deals. It gives the parties more time to think about things -- or get frustrated. Just look at what happened with the Harman International Industries, Inc. (NYSE: HAR) implosion.

But, in the case of the buyout of Clear Channel (NYSE: CCU), the deal somehow appears to be mostly complete (the process took about 10 months). That is, today the company announced that its shareholders approved the transaction. As a result, the company's buyers -- Bain Capital Partners, LLC And Thomas H. Lee Partners, L.P. -- will become the new owners of the radio powerhouse.

In fact, during the buyout process, Clear Channel increased the price tag two times. There was also another interesting feature added along the way; that is, the shareholders have the right to roll over some of their equity into the private entity.

But, ultimately, the key takeaway is that radio has proven to be quite resilient. Despite competition from satellite providers and the Internet, the fact remains that traditional radio continues to be a big part of people's lives -- and more to the point, a nice cash-cow business.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

Home Depot (HD) takes a bath on wholesale unit

Home Depot HD Supply HD-SupplyIt looks like Home Depot's sale of its wholesale division will go through. But, to add insult to injury, Home Depot (NYSE: HD) had to drop the price of Home Depot Supply from $10.3 billion to about $8.5 billion to keep private equity buyers in the deal. Then it had to guarantee $1 billion of the debt being taken on to buy the operation because large banks recoiled at the idea of loaning money to a company linked to the housing business.

Bain Capital, Carlyle Group, and Clayton, Dubilier & Rice had made the original offer. But, as the mortgage industry began to implode and home sales dropped, large banks wanted to walk away from the deal. All of the parties had a reason to keep the buy-out alive. As The Wall Street Journal writes: "Both sides had agreed that if the financing for HD Supply fell apart, it would spook debt markets further, potentially casting more doubt on a series of higher-profile transactions."

The big cut in price raises the question of whether or not Home Depot shareholders are getting a good deal. At $10.3 billion, the purchase price was at least in line with the value that the market gives Home Depot. The world's largest home supply company planned to use the money to buy back shares and perhaps pay down some of its $11 billion in debt.

But, at some point, the price is simply too poor for Home Depot shareholders to take. And, that is what may have happened.

Douglas A. McIntyre is a partner at 24/7 Wall St.

American Standard throws out the kitchen

American Standard Companies (NYSE: ASD) is going through an extreme makeover. The company plans to spin off its Vehicle Control Systems division (which will be called WABCO) and wants to focus on its air condition business. So, the name of the reconstituted entity will be Trane (which generates about $6.8 billion in revenues).

To this end, today American Standard said it sold its Bath and Kitchen products unit to private equity firm, Bain Capital. The price tag: $1.76 billion, cash.

Actually, it looks like a good deal for Bain. The Bath & Kitchen unit posted $2.4 billion in revenues in 2006 and has a variety of brands like American Standard, Ideal Standard, Armitage Shanks, Porcher, Jado, Ceramica Dolomite and Vidima.

Then again, the unit has been under pressure lately. For example, increased commodities prices has been tough.

But, by being a private company – and independent of a major parent – there's likely to be some operational improvements.

American Standard retained Lazard (NYSE: LAZ) for its financial advisor. Lehman Brothers (NYSE: LEH) represented Bain.

In today's trading, American Standard's stock price was up $0.15 to $59.40.

To check out some more recent M&A transactions, click here.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Mitt Romney's private equity donations a fraction of his net worth

DealBook suggests that Mitt Romney's private equity cash is either greater than that of his competitors or not -- depending on which source you cite. But when you see the figure, you'll realize that this issue is besides the point. What really matters is how much money Mitt has extracted from the private equity industry.

I had the memorable experience of partnering with Bain Capital in the 1990s. I worked with two of Mitt's partners there and quite enjoyed traveling on their corporate jet to visit the headquarters of a company that Bain Capital was considering acquiring. His partners were extremely sharp business people.

But with a net worth of at least $250 million, the hundred thousand or so dollars he's raised from private equity firms is a pittance to his campaign. Dealbook said that the Wall Street Journal's numbers -- which put Mitt at the head of the pack -- were totals for the entire 2008 race -- showing him with $156,900. While the PEHub estimates -- which covered only the most recent quarter of donations from the top 11 private equity firms which belong to the Private Equity Council -- put Mitt behind his peers in private equity cash.

Mitt is loaded and the only one who could beat him on that front -- at $5.5 billion -- would be Michael Bloomberg. But he hasn't announced his candidacy -- yet.

Peter Cohan is president of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter.

Bain gets modest with its $15 billion fund

Founded in 1984, Bain Capital has thrived in various market cycles. It certainly has helped that the firm has backed top companies like Staples, Inc. (NYSE: SPLS).

While the past few years have been standout for the private equity sector, Bain still realizes that the good times will not last forever. So, in its raise of its next fund – with a goal of $15 billion – Bain is hedging a bit. That is, the structure will have two tiers – one of which is $10 billion and another with $5 billion. This is according to a recent story in the Wall Street Journal [a paid service].

Basically, the structure will allow for flexibility. If Bain wants to do a mega deal, it will have the firepower. But, most importantly, the managers will not feel that they have to do deals.

But isn't Bain passing up fees? Not necessarily. You see, the first $10 billion will have a fee of 30% of the overall profits. Keep in mind that the standard fee is 20% (and this is the fee for the $5 billion fund).

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Moody's late to the private equity bashing party

Zac Bissonnette posted earlier how Moody's Corp. (NYSE: MCO) criticized private equity. What strikes me is just how late Moody's is to join the critical chorus.

Roughly 11 months ago I made arguments similar to the ones that Moody's is making today. And I was pleased that some media outlets -- specifically Barron's Alan Abelson -- picked up on them. What really got me going is that as of August 2006, there were two busted IPOs from which Bain Capital -- as the Boston Globe reports enriched presidential candidate Mitt Romney -- took enormous fees:

  • Vonage Holdings Corp. (NYSE: VG) - Bain Capital and others lent Vonage $200 million before taking this money-loser public. VG has lost 80% of its value since the May 2006 IPO.
  • Burger King Holdings, Inc. (NYSE: BKC) - That same month, Bain Capital and others took a $30 million "management termination fee" out of Burger King before taking it public. (This fee is chump change compared to the $367 million dividend Bain Capital and its partners extracted from Burger King in February 2006.) By August 2006, Burger King had tumbled 26% since its IPO after announcing that it lost $9 million in its fiscal fourth quarter due, in part, to the management termination fee. Fortunately for its shareholders, the stock has doubled since then.

It takes a long time for a battleship the size of private equity to turn. But when Moody's -- which is supposed to be protecting the public from poorly structured debt rather than profiting from it -- kills its formerly golden goose, the time for turning may be closer than it was a year ago.

Peter Cohan is president of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned in this post.

Home Depot sheds some dead weight

According to sources, Bain Capital, Carlyle Group and Clayton, Dubilier & Rice have won the $10 billion auction for Home Depot's (NYSE: HD) Supply Unit and were finalizing the deal today, Reuters reports.

Several private equity groups had shown interest in HD Supply, which sells business materials, waste water and utility products to municipalities and contractors, but because of the ongoing slump in the U.S. housing market, those firms backed away.

The $10 billion price tag was somewhat lower than some investors and analysts expected, according to Farr Miller's Keith Davis, which owns Home Depot shares. The winning group outbid an offer from Thomas H. Lee Partners and CCMP Capital.

By selling off HD Supply, Home Depot will now be able to better focus on the retail division and its arch competitor, Lowe's (NYSE: LOW). That's something ex-CEO Bob Nardelli failed to realize about the low-margin Supply division throughout his six-year tenure.

With Home Depot's retail unit slumping and the need to get back to basics, I certainly hope management doesn't make any aesthetic changes, similar to Wal-Mart's (NYSE: WMT) change to polo's and khakis. Could you imagine a Home Depot employee in khakis, without his trusty orange apron?

Kevin Shult is a writer for TheFlyOnTheWall.com (subscription required).

Home Depot to dump Supply Unit

Dealbook reports that Home Depot, Inc. (NYSE: HD) will sell its weakly performing HD Supply Unit to a group of private equity firms for $10 billion.

In effect, Home Depot is finally realizing what a colossal blunder its former CEO, Bob Nardelli, made in creating the business back in 2000. The reason it was such a lousy investment is that the Supply Unit works with builders who have much greater negotiating leverage than individual homeowners. The result is that the margins Home Depot earned in selling home building supplies to builders were lousy.

Nardelli, who resigned this January with a $270 million haul after six years of presiding over Home Depot's stagnant stock during one of the biggest housing booms in history. Now it will be up to Bain Capital, the Carlyle Group and Clayton Dubilier & Rice to find a way to boost the profits of this $10 billion business.

Home Depot stock is up 1% in pre-market trading. This suggests that while the market likes the move, it wonders how management will come up with $10 billion worth of more profitable revenue to make up the low margin revenue to be heading the way of private equity.

Peter Cohan is president of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in Home Depot.

Bain loosens up on Innophos

Innophos Holdings (NASDAQ: IPHS) is the largest North American producer of specialty phosphates. Last year, the firm generated sales of $541.8 million and EBITDA of $30.9 million.

Now, the company has filed with the SEC to issue 5 million shares in a follow-on offering. That comes to about $77.6 million.

But the cash won't go the company. Instead, it will fall into the pockets of the private equity firm, Bain Capital. As of now, Bain has a 48.5% equity stake.

Interestingly, it was back in November that Innophos had its IPO. Much of the money was used to pay down debt. There was also a $13.2 million payment to Bain to terminate its advisory agreement.

Since its IPO, the shares of Innophos have had a decent performance -- going from $12 to $15.36

The underwriters on the follow-on offering include Credit Suisse (NYSE: CS) and UBS Investment Bank (NYSE: UBS).

You can find the the filing at the SEC website.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

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