Private Equity Buyout Boom About To Hit Snag

http://www.nytimes.com/2007/06/26/business/26place.html

Market Place
Private Equity Investors Hint at Cool Down

By ANDREW ROSS SORKIN and MICHAEL J. de la MERCED

Published: June 26, 2007

The buyout boom may be about to hit a bump.

After years of supersize private equity deals, investors in the debt that supports these transactions — the lifeblood of the industry — have begun to not so quietly push back at several prominent transactions.

Rising interest rates and tougher terms from investors may signal that private equity players will soon be struggling to continue reaping the outsize returns that have made the buyout business so lucrative.

Already a raft of bond offerings for recently announced deals, including the $7.75 billion buyout of Thomson Learning and the $7.1 billion deal for U.S. Foodservice, have been scaled back after facing resistance from investors.

This week, two other buyouts, the $4.7 billion deal for ServiceMaster and the $6.9 billion sale of Dollar General, are expected to price their bonds, and they may serve as an important barometer for a series of even larger deals to sell bonds to investors this summer.

Stock in the Blackstone Group, the private equity firm that went public Friday, fell 7.5 percent yesterday, to $32.44, in another sign that investors may now be less optimistic about the buyout boom. Blackstone’s stock opened at $36.55 on Friday and closed that day at $35.06.

These setbacks come as Cerberus Capital Management begins a road show this week to sell bonds for its $7.4 billion buyout of Chrysler; it plans to raise up to $62 billion. First Data, which was acquired by Kohlberg Kravis Roberts for $29 billion, plans to price its bonds next month. And later this year, bonds for the buyout of TXU, the largest in history, will go on sale. TXU is likely to seek about $24 billion.

The resistance from bondholders may already be cooling the buyout market. The proverbial Merger Monday has not been so merger-filled lately. Yesterday, only seven deals were announced, compared with 43 a week ago and 84 on June 4, according to data from Thomson Financial.

“In the last couple of days, we’ve seen some cracks,” said Kingman Penniman, president of KDP Investment Advisors, a bond research firm. “Private equity people have for a long time now gotten funding at very low rates and very liberal terms. The market has known for a long time that this was ridiculous.”

Not only bondholders but banks themselves appear to be thinking twice before they agree to lenient financing of these huge deals.

“We, at least for one, and I’m sure there are other banks, are starting to say no more than we were before,” Kenneth D. Lewis, the chief executive of Bank of America, told Bloomberg News last week. “And it’s not because we’re out of money.”

A small correction appeared to have taken place Friday when Thomson Learning scaled back the debt offering it hoped to sell to finance its buyout by two private equity firms, Apax Partners of Britain and the buyout arm of the Ontario employees’ pension fund. Originally, Thomson, a former division of the media publisher Thomson, sought $2.14 billion; it is now seeking $1.6 billion.

“There’s not a lot of room for error in these transactions, so investors have become very cautious,” said Chris Donnelly, who tracks leveraged finance at Standard & Poor’s Leveraged Commentary and Data. “Investors have been pushed to the wall on structure. At this point, we can’t go any further.”

Among the changes Thomson made was to eliminate a $540 million provision for a pay-in-kind toggle, a type of debt that allows interest to be paid in cash or with the issuing of more bonds. The entire offering must now be paid back in cash, and Thomson Learning agreed to add more covenants to both the loan and the bond portion of the sale.

U.S. Foodservice, a division of Royal Ahold of the Netherlands, has now twice scaled back its own debt offering to help finance its buyout by Kohlberg Kravis and Clayton Dubilier & Rice. Scheduled to go on sale today, U.S. Foodservice’s offering will now also be paid back in cash, not with the issuing of more bonds.

Pay-in-kind debt, in particular, has fueled the buyout boom, largely because of the flexibility it affords private equity firms to pile on debt. Those instruments, proponents argue, allow companies to avoid bankruptcy.

But, according to Mr. Penniman, that debt has also loaded up many companies with potentially more debt than they can pay off.

Companies just cannot keep issuing debt, he said. “That assumes the market is pretty stupid.”

 

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