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More Money Than They Know What to Do With

It is a $1 trillion game: Use It or Lose It.

The private equity world is sitting on that 10-figure sum. It's what the industry calls dry powder. If they don't spend their cash pile snapping up acquisitions soon, they may have to return it to their investors.

Nearly $200 million from funds raised in 2007 and 2008 alone needs to be spent in the next 12 months or it must be given back.

Private equity executives, after spending the last several years largely on the sidelines amid the economic uncertainty - often proclaiming “patience” as an explanation - have begun to be anxious that they may need to go on a shopping spree. At least two major private equity firms, according to two executives involved in the discussions, have held internal strategy sessions in recent weeks about how to approach the looming deadline.

Some private equity firms have put the word out to Wall Street banks that they want to go “elephant hunting” - seeking big deals wo rth as much as $10 billion - and are willing to pay a special bounty for bringing them acquisition targets.

At least one firm has gone so far as to begin contemplating asking its investors, which include the nation's largest pension funds, to extend the deadline for the money to be spent in return for certain concessions on fees. (Of course, they don't return the fees that have been collected thus far).

“The clock is ticking loudly for these funds,” Hugh MacArthur, the head of Bain & Company's private equity practice, wrote as the lead author of a report on the state of the industry.

So the race is on.

But, of course, there is a problem: “Burning off the aging dry powder will likely result in too much capital chasing too few deals throughout 2012,” according to Mr. MacArthur.

That means it is possible we could see a series of bad deals with even worse returns.

Already, private equity firms have been quietly spending lots of cash. I n the third quarter alone, private equity firms in the United States burned through $45 billion, up from $17.1 billion in the previous quarter, according to Capital IQ, which tracks deals data. Carlyle Group, which had its initial public offering earlier in May, has been the busiest firm this year: it has done 11 deals worth almost $12 billion.

Acquisition prices are also likely to balloon because of “lots of firms bidding for the same obvious deals,” Alastair Gibbons, a senior partner at Bridgepoint Capital, told Triago, a fund-raising services firm that publishes a widely read quarterly newsletter. “Since there is near record dry powder globally, it's entirely plausible that we'll see increasingly overcrowded bidding processes.”

Richard Peterson, an analyst for S&P Capital IQ's Global Markets Intelligence group, said that private equity firms are already paying multiples of Ebitda - earnings before interest, taxes, depreciation and amortization - of 10. 6 this year, up from 10.3 last year. It's worth remembering that many of the most successful deals in the private equity industry were bought for six to eight times Ebitda, he said.

He noted, however, that since firms were able to borrow at unheard-of low rates today “it may give them more confidence to pay a little bit more.”

Perhaps in a sign of desperation, many private equity firms have been increasingly engaged in a game of “hot potato” with one firm selling a business to another - known as a secondary deal. Mr. Peterson said that at the current pace, the industry was expected to spend a record-breaking $22.3 billion this year simply buying companies from each other rather than buying businesses from the public markets or from private owners outside the private equity industry.

Mr. Peterson also raised a question that is often being whispered about but rarely said aloud: “A lot of these firms are publicly traded now. So to what degree are the transactions being driven by earnings objectives?”

Many of the big private equity firms - Apollo Group, Kohlberg Kravis Roberts, Blackstone Group and Carlyle Group, among them - are public. And for the first time, it is possible that the interests of the public shareholders could diverge from the interests of the investors in the buyout funds, at least in the short term.

If the private equity firms don't spend the money that they have already raised, it is unlikely they will be able to raise even more in coming years. And increasingly, the private equity firms have become dependent on the management fees not just to keep the lights on but to expand their businesses into other areas, in part to diversify, which has been part of the pitch to public investors. The biggest firms have become asset gatherers.

“In a nutshell, 95 percent of funds would be affected and see a big drop in fee income based on not investing all of the committed capital,” accordin g to Tim Friedman, director of North America for Preqin, which tracks private equity fund-raising and deals. He said that he did not expect firms to do deals simply “for the sake of it,” but he also cautioned that the firms were “under a lot of pressure.”

So keep an eye out for megadeal headlines - and whether they command the same prices when the companies are sold.



Ackman Steps Up Pressure on General Growth

William A. Ackman is playing corporate matchmaker.

The hedge fund manager reiterated on Monday his position that General Growth Properties, a Chicago-based mall operator, should consider selling itself. Shareholders would benefit if the company were combined with the Simon Property Group, Mr. Ackman said at the Value Investing Congress in Midtown Manhattan.

“I think this thing is ripe for the public to take a very hard look at,” he said.

Mr. Ackman, whose fund, Pershing Square Capital Management, is a major investor in General Growth has pushed for changes during its bankruptcy. He said on Monday that an announced deal could send the company's stock price to around $29 a share by the end of the year. The stock, which closed Monday just above $19, rose in after-hours trading as Mr. Ackman spoke.

General Growth's stock price shot upward in August after Mr. Ackman revealed his merger proposal, but it then fell in September after the company said i t would remain independent.

As for the Simon Property Group, it has offered to buy General Growth in the past, but the chief financial officer recently said the company was not interested in a deal.

Still, Mr. Ackman said he was “quite confident” that Simon would make a bid.

“We don't usually push for sales of companies,” Mr. Ackman said on Monday.

Complicating matters is Brookfield Asset Management, which is steadily increasing its own stake in General Growth, Mr. Ackman said. He criticized Brookfield, at one point highlighting a letter in which the chief executive compared the company's investing style against that of Warren E. Buffett‘s Berkshire Hathaway.

“I know Berkshire Hathaway, and Brookfield is no Berkshire Hathaway,” Mr. Ackman said, to laughter from the audience.

During the question-and-answer session, Mr. Ackman discussed his other well-known investments in J. C. Penney and Procter & Gamble. He also said he had a new short-selling idea, which he said he might decide to reveal in the future.

“Shorts are even more fun than longs,” the hedge fund manager said.



Whistle-Blower Lawyers Throw Support Behind Obama

WASHINGTON - As the Obama administration has cracked down on corporate fraud, lawyers representing whistle-blowers have reaped multimillion-dollar rewards. Now, as they seek to sustain these historic payouts, they are serving as generous donors to the president's re-election campaign.

Lawyers in the tight circle who specialize in filing fraud claims with the federal government on behalf of clients with evidence of wrongdoing have raised more than $3 million so far for . The administration, meanwhile, has paid out $1.6 billion to whistle-blowers during his tenure, with law firms taking a cut in some cases of up to 40 percent of the proceeds.

The lawyers have contributed directly to Mr. Obama's campaign, served as “bundlers” who solicit contributions from others, donated to the Democratic National Committee and written large checks to Priorities USA, the “” supporting Mr. Obama's re-election efforts. They have also donated heavily to Congressional Democrats.

Their support comes as Mitt Romney, the Republican presidential nominee, has called for repeal of the Dodd-Frank Act, which imposed new oversight of the financial services industry and expanded the government's whistle-blower program to the Securities and Exchange Commission, which has set aside $430 million for payouts. Business groups have also pushed for legislation imposing a cap on payments to whistle-blowers, arguing that rewards reaching as high as $104 million, as happened in one case, have turned anti-fraud efforts into a lottery.

“The risks are enormous there will be real pullback because of pressure from the industry that has paid billions in penalties,” said John R. Phillips, one of the nation's top whistle-blower lawyers, who has raised more than $200,000 for Mr. Obama's re-election from colleagues, after first working in 2008 to help Mr. Obama get elected.

The fund-raising is already a flash point in Washington, where lawmakers have been divided along partisan lines over the administration's efforts to regulate the financial industry and the political parties have long been at odds over trial lawyers and class-action suits. On the campaign trail, Mr. Romney has cast himself and fellow Republicans as champions of business and the president and Democrats as hostile to business interests.

The U.S. Chamber of Commerce, which represents many of the companies that have been targets of the whistle-blower investigations, has criticized the lawyers' efforts, particularly their aggressive outreach for potential clients.

“If someone is defrauding the federal government or investors, they should have the book thrown at them,” said Matt Webb, senior vice president for legal reform policy at the U.S. Chamber Institute for Legal Reform. “But increasingly, this is not just about exposing wrongdoing. It is about trying to generate as much money and fees for the firms handling the cases.”

Some of the industry's most important players, including lawyers from Mr. Phillips's firm, played a central role in advising the Securities and Exchange Commission on the rules creating its whistle-blower program, including a provision to broaden the list of who was eligible to file a claim. In the last year, whistle-blower law firms have hired several top S.E.C. officials who helped write those rules. They include Jordan Thomas, who has started a new S.E.C. whistle-blower unit at Labaton Sucharow, a New York-based firm whose employees have contributed to the Obama campaign.

“We have had hundreds and hundreds of inquiries,” said Mr. Thomas, who has sought out clients and promoted his firm's practice in speeches nationwide, an Internet blog and YouTube videos. “Our phones are ringing off the hook.”

The push to crack down on fraud, for example, started long before the Obama administration, with many cases initiated by the Justice Department under President George W. Bush. But the Obama administration has been particularly aggressive in pursuing them.

Since January 2009, $13.2 billion has been collected by the federal government from companies through the False Claims Act, the primary whistle-blower tool, with about $9.4 billion of that involving alleged health care fraud. The federal government has recovered more overall in financial penalties against drugmakers since 2009 than in the previous 18 years combined, with whistle-blowers credited for helping initiate about three quarters of the cases, according to a recent study by Public Citizen, a nonprofit group.

Among the biggest False Claims Act settlements was a $2 billion fine against GlaxoSmithKline, accused of illegally promoting one of its blockbuster drugs, which could translate into a more than $100 million bounty for the whistle-blowers, two of whom were represented by Mr. Phillips's firm. In May, Abbott Laboratories agreed to pay an $800 million fine, which included an $84 million payment to the whistle-blowers, four former Abbott sales staff members, who tipped off authorities about illegal marketing of an anti-seizure drug to children and elderly patients. The lead whistle-blower was represented by Grant & Eisenhofer, a Delaware-based firm whose managing director has also served as bundler and contributor to Mr. Obama.

The S.E.C. whistle-blower program targets fraud that harms investors or consumers through a securities law violation, while the health care cases typically involve cheating the Medicare or programs. No big fines have resulted yet from the S.E.C. program because cases typically take several years to develop. But the office is receiving on average 10 tips a day, and got nearly 3,000 in its first year.

Mr. Phillips and other lawyers said their contributions are unrelated to their work and he said they have sparred with the Justice Department during Mr. Obama's tenure because of its efforts to minimize payouts to whistle-blowers. Corporate lawyers who defend companies, he added, typically make more money on a case than the whistle-blower attorney does.

Still, the ranks of lawyers seeking to represent whistle-blowers has grown quickly in the last several years, as the value of the awards has skyrocketed. Lawyers at dozens of these law firms nationwide have contributed to Mr. Obama, campaign finance records show, while only a sprinkling of checks have been written from employees at the same firms to Mr. Romney.

The single biggest fund-raiser is John Morgan, a Florida-based lawyer. He has collected more than $1.7 million for Mr. Obama's re-election or for the Democratic National Committee, making him one of the campaign's biggest bundlers nationwide. He has also raised money for Elizabeth Warren, the Massachusetts Democrat running for the United States Senate. Ms. Warren served as interim head of the Consumer Financial Protection Bureau, also created as part of the Dodd-Frank law.

Mr. Morgan, in an interview, said his support for Mr. Obama and Ms. Warren was entirely motivated by his admiration for their leadership in Washington. But his fund-raising blitz occurred just as he was expanding his personal injury and trial law practice into the whistle-blower field, with a television advertising campaign and new Web site, named whistle-blower-attorneys.com.

“America is full of crooks who are defrauding the government and investors every day,” Mr. Morgan said. “We are talking about billions of dollars in ill-gotten gains. We win one case and it will pay for our entire national advertising budget.”

Sean McKessy, a former corporate attorney who leads the new S.E.C. Whistleblower Office, said he welcomed the support of the outside lawyers. Whistle-blowers get paid only if the claim is substantiated and results in a fine of at least $1 million - meaning there is no incentive to flood the agency with frivolous complaints.

“There is an extraordinary important role that good lawyers that understand the regulatory process can play,” Mr. McKessy said, adding that individuals can also submit a tip without hiring a lawyer at all, although many do.

At a recent gathering of whistle-blower lawyers at a Washington hotel, several hundred of them sipped on glasses of wine and cocktails as they began a series of meetings with senior officials from the Justice Department, the S.E.C. and Medicare programs - as well as Mr. McKessy - to compare strategies on how to bring in more corporate wrongdoers.

“The way you get more hunting dogs showing up is you feed them,” said Patrick Burns, director of communications at a group that calls itself Taxpayers Against Fraud, the legal industry group that sponsored the conference. “And the Justice Department is cooking with Crisco right now.”



Elliott\'s Campaign Against BMC Advances as Company Explores a Sale

Elliott Management has made strides in its latest activist campaign against a technology company, as BMC Software retained investment bankers to explore a potential sale of itself, a person briefed on the matter told DealBook on Monday.

BMC has hired Bank of America Merrill Lynch to contemplate a number of possibilities, including selling part or all of itself, this person said. The company's current market value is about $6.8 billion, making a potential sale one of the biggest in the technology sector this year.

But the enterprise software maker may ultimately decide not to sell itself, this person cautioned.

Representatives for BMC and Elliott declined to comment.

The move by BMC follows months of agitation by Elliott, which has taken on a number of technology companies in recent years in an attempt to goad them into significant changes in strategy or management. Those efforts have largely been spearheaded by Jesse Cohen, a senior portfolio manage r at the hedge fund.

Two years ago, Elliott prodded Novell into exploring a deal, which ended in a $2.2 billion sale to Attachmate.

And last year, it began building up a stake in Brocade Communications - at its height, up to 8.5 percent - as it pushed for change. The hedge fund said in a regulatory filing that it supported the decision by Michael A. Klayko to step down as Brocade's chief executive when a successor is found.

Earlier this year, Elliott took aim at BMC, amassing a 7.7 percent stake and arguing that the company was badly lagging competitors and had missed business opportunities like software-as-a-service. Instead, the hedge fund argued in a public presentation, the software maker should consider a sale to any of a number of potential buyers, from bigger industry players like Oracle Inc. to private equity firms.

While BMC initially resisted, including by adopting a poison-pill plan, it eventually brokered a truce with the activist fund, pr incipally by giving Elliott gained two seats on its board.

Shares in BMC closed up more than 3 percent on Monday, at $42.85, after The Wall Street Journal reported news of the Bank of America hiring.



In Goldman Programmer Case, a Way Around Double Jeopardy

The legal odyssey of Sergey Aleynikov, a former Goldman Sachs computer programmer, has been so complex that it's like the Grateful Dead's lyrics “what a long, strange trip it's been.”

He was convicted in federal court of stealing computer code from Goldman, only to have the conviction reversed on appeal, which resulted in his release after spending a year in prison. A few months later, the Manhattan district attorney charged him with essentially the same violations, which led Mr. Aleynikov to file a lawsuit against Goldman to force the firm to pay for his lawyer.

The battles involve some of the more arcane areas of the legal system in which things are not always what they appear to be.
Mr. Aleynikov downloaded computer source code from Goldman related to its high-frequency trading system on his last day at the firm, which he planned to use in his new job setting up a competing trading platform.

The original federal charges accused him of interst ate transportation of stolen property and theft of trade secrets. But the United States Court of Appeals for the Second Circuit reversed the convictions by concluding that computer code was not tangible property that came under the two statutes.

The state charges avoid the problem in the federal case because computer programs can be the basis for a prosecution under New York State laws prohibiting unlawful use of secret scientific material and unlawful duplication of computer related material.
Kevin Marino, Mr. Aleynikov's lawyer, plans to challenge the latest prosecution as a violation of the protection afforded defendants against double jeopardy, which prohibits a second prosecution for the same offense. But figuring out the scope of double jeopardy is not easy. Chief Justice William H. Rehnquist once wrote that the legal doctrine was “a veritable Sargasso Sea which could not fail to challenge the most intrepid judicial navigator.”

The basic idea behi nd double jeopardy is deceptively simple: prosecutors should only get one chance to convict someone for a crime. But there is a significant loophole in that protection known as the “dual sovereignty” doctrine that permits different governments to pursue the same case.

The leading case on the doctrine is Heath v. Alabama. In that case, a defendant pleaded guilty to murder in Georgia and was tried in Alabama for the same charge because the victim, his pregnant wife, was abducted from their home in that state and then killed over the Georgia State line. In upholding the conviction and death sentence in the second case, the Supreme Court explained that “an act denounced as a crime by both national and state sovereignties is an offense against the peace and dignity of both, and may be punished by each.”

Although the “dual sovereignty” doctrine allows New York State to charge Mr. Aleynikov with a similar crime, the state also has a statute providing that “a person may not be twice prosecuted for the same offense.” That provision blocks most cases involving conduct already prosecuted by another state or the federal government.

Once again, however, the law is not as simple as it first appears because the statute has an important exception if the earlier case was “terminated by a court order expressly founded upon insufficiency of evidence to establish some element of such offense which is not an element of the other offense, defined by the laws of this state.” Roughly translated, that means Mr. Aleynikov probably can be prosecuted again because the federal case focused on tangible property, while the New York charges cover computer programs.

There is a good chance the latest charges will move forward, which makes Mr. Aleynikov's demand that Goldman pay his legal fees all the more important because the earlier case essentially bankrupted him. According to a complaint filed in the United States District Co urt in New Jersey, he claims that the legal fees for the federal case were approximately $2.4 million, and the state case is likely to run up a similar bill.

It seems a bit odd that someone accused of stealing from his employer can demand that it pay for his lawyer, but that is how the law operates for public companies like Goldman that agree to indemnify their employees for legal fees and make advance payments of those costs.

Goldman's bylaws require it to indemnify an officer for all costs in any proceeding, including a criminal prosecution. As a vice president at Goldman, Mr. Aleynikov appears to come within the scope of the bylaws that entitle him to seek payment of his fees.

The bylaws commit Goldman to pay Mr. Aleynikov's fees in advance of a resolution of the case as long as he agrees to repay the money if it is determined he is not entitled to it, which he has done.

Fabrice Tourre, who is on leave as a vice president, is having many of his leg al expenses covered by Goldman as he faces a securities fraud lawsuit by the Securities and Exchange Commission. Goldman also paid a portion of the legal fees of its former director, Rajat Gupta, to defend him against insider trading charges, even though he was accused (and later convicted) of passing confidential information received from the firm.

Even better for Mr. Aleynikov is a provision of Delaware law, the state in which Goldman is incorporated, that requires a company to pay the legal fees of an officer who “has been successful on the merits or otherwise in defense of any action, suit or proceeding.”

When the appeals court reversed the conviction and ordered a dismissal of the charges, he was successful, even though the court also noted at one point that “Aleynikov stole purely intangible property embodied in a purely intangible format.”

That does not mean Goldman will pay the $2.4 million or advance additional money anytime soon, however. Companies loathe this type of claim because it makes them responsible for costs when they consider themselves the victim of a crime, and so there is an incentive to litigate the claim. Given Mr. Aleynikov's dire financial condition, the firm could try to stall the case in the hope that he will settle for a smaller payment.

The trip for Mr. Aleynikov has been long, and more than a little strange, but it is certainly not over yet.

Peter J. Henning, who writes White Collar Watch for DealBook, is a professor at Wayne State University Law School.



When \'Expert Advice\' Can Lead to Legal Trouble

Michael W. Peregrine, a partner at the law firm McDermott Will & Emery, advises corporations, officers and directors on issues related to corporate governance, fiduciary duties and internal investigations.

Much attention is focused on the civil trial involving the Securities and Exchange Commission's fraud complaints against the Reserve Primary Fund, the bankrupt money management fund.

Yet from a corporate governance perspective, much of the important action has already occurred during a pretrial ruling on Sept. 12 by Judge Paul G. Gardephe of the United States District Court for the Southern District of New York.

The judge is allowing the defendants to argue at trial that they relied on the advice of outside counsel when the Reserve Primary Fund and its managers made public comments related to fund's status. The S.E.C. complaint says that these statements were false and misleading to investors to the extent that they addressed the safety and security of the fund.

That ruling may have the indirect result of focusing more attention - boardrooms and among regulators - on the strength and scope of the time-honored “reliance on experts” defense.

The ability to rely on the advice of expert advisers has long been a bedrock defense to allegations of breach of the duty of care. Directors have an obvious and practical need to rely on management, committees and outside experts in connection with their oversight and decision-making obligations.They must be authorized to rely on management - and experts - in order to act with prudence and good faith.

In the case in question, the Reserve Primary Fund, “broke the buck” in 2008 when its net asset value fell below $1 a share. Since then, the fund has withheld a significant amount of money from investors pending the outcome of numerous lawsuits filed against the fund, its trustees and other officers and directors.

When sued by the S.E.C. on fraud charges, th e officers and directors responded that they were just following the advice of counsel. The S.E.C. had argued that relying on that advice was unreasonable because legal counsel had a conflict of interest - an argument with which the court did not agree.

From a broader governance perspective, however, the court's ruling serves as a cautionary note on the limitations of the reliance defense, particularly in a regulatory environment in which individual accountability is often the order of the day.

Still, it has been well established that the defense must pass muster â€" that the directors must feel that the advice was “reasonable.” Therefore, directors can't use the defense when they are aware of circumstances that would make that reliance unjustifiable. For instance, their advisers may be considered a bad fit if they are not experts in the particular subject matter, they have a conflict of interest or their “advice” was actually a series of observations and suggestions, not analysis.

“The lawyers have signed off on the deal” or “the accountants are supporting our tax position” may seem reasonable, but it must accurately reflect professional advice that directors can rely on in good faith.

Still, as the S.E.C.'s action suggests, regulators will be much more willing to challenge a director's “reliance on expert advice” defense. Thus, the availability of the defense should not be taken for granted by directors.

From a governance perspective, board members must be sure that they have asked crucial questions to be able to use this defense. Who are the advisers? Are they truly “experts”? What was the scope of their engagement? Were conflicts of interest checked? Did they have access to all the facts? Was their advice in writing? Did it have the input of the senior people? What were their caveats, if any? Did they review their advice with a board committee?

Being assertive might ruf fle feathers, and it might upset the planned agenda. It may cause frayed relationships between management and members of the board, increase the cost of certain advice or could hamper the timely pursuit of certain initiatives. It may make the entire process more tedious. Indeed, the board may find out something that it didn't want to know that might make the reliance unreasonable.

At the same time, assertiveness might cast needed sunshine on the details of a transaction and the supporting analysis. It could increase checks and balances, make outside advice more responsive to governance, and expose the weakness of suspect transactions while confirming the benefit of others. In this instance at least, it may pay for directors to be pushy.

Mr. Peregrine's views do not necessarily reflect the views of McDermott Will & Emery LLP or its clients.

Ruling on Reserve Primary Fund Motion



Wilson Sonsini Retools Strategy to Land Internet Start-Ups

SAN FRANCISCO - The ground floor of 139 Townsend Street has all the markings of a start-up: exposed lighting, long communal tables and an odd assortment of knickknacks, including a fire-engine-red British telephone booth.

But the brick industrial building, in San Francisco's trendy SoMa district, is not the home of Twitter, Zynga or another up-and-coming Internet company. It's the office of Wilson Sonsini Goodrich & Rosati, the half-century-old law firm.

“There's a marketing benefit,” said Yoichiro Taku, a partner at Wilson Sonsini who represents many early-stage companies. “It definitely makes us hipper.”

Wilson Sonsini's new outpost reflects the firm's evolving mind-set as lawyers jockey for the attention of start-ups. In an effort to build credibility among new technology companies, Wilson Sonsini and others are employing a broad set of tools, including offering free services, cozying up to incubators and writing blogs.

Such efforts are critical. While early-stage ventures represent just 20 percent of the firm's business, those companies can generate hefty fees as they mature. Wilson Sonsini and other firms also make small investments in young start-ups, which can pay off in later years.

“Small deals would not have interested these firms a few years ago,” said Joseph A. Grundfest, a Stanford law professor. “Now, it's the new normal.”
For years, Wilson Sonsini dominated Silicon Valley, shepherding young technology companies like Apple, Netscape Communications and even the ill-fated Webvan. In 1998, Lawrence W. Sonsini, the firm's patriarch, introduced two Stanford graduate students to Sequoia Capital and Kleiner Perkins Caufield & Byers, two top venture capital firms. Six years later, Wilson Sonsini helped their company, Google, go public.

Today, the firm plays in an increasingly crowded space. In the 1960s when it was first founded, only a handful of law firms had offices in the re gion. Now scores blanket the Bay Area.

“We were left alone in this market for an absurdly long period of time in the '80s and '90s,” said Steven E. Bochner, a partner at Wilson Sonsini. “Everyone is here now.”

According to Dow Jones VentureSource, the firm represented the most venture capital deals in the first half of this year, with 157 transactions, nearly double its closest competitor. But its once-absolute grip on the market has slackened.
In the last wave of Internet initial public offerings, the law firm picked up LinkedIn's prized sale, as well as Splunk and Palo Alto Networks. But it did not land Zynga, Groupon and, most significantly, Facebook, which went to its rival, Fenwick & West.

While no one at Wilson Sonsini is exclusively focused on start-ups, a few lawyers have emerged as leaders in this area. Mr. Taku, 44, a native of Japan who joined the firm 16 years ago, has helped broker partnerships with several incubators like AngelPa d and Founder Institute, which help Wilson Sonsini get a first peek at fledgling start-ups. And he runs startupcompanylawyer.com, a personal Web site where he muses on topics like incorporation and funding. Mr. Taku often collaborates with Todd Carpenter, who helped lead the effort to open the SoMa office. And Mr. Sonsini still tries to meet with one or two start-ups a week.

For big law firms, courting young companies is something of a balancing act. On the one hand, a firm wants to reach the highest number of top-shelf start-ups. But it has limited resources, so it has to be choosy.

To that end, many have taken steps to reduce the cost of early-stage venture financing for entrepreneurs, while automating the process to make it easier for lawyers. Fenwick & West has been at the forefront of this trend. Two years ago, the law firm created and posted standardized deal documents online for free downloading.

Earlier this month, Wilson Sonsini teamed up with Ang elist, a network for investors and entrepreneurs, to offer free standardized deal documents online. Although start-ups can use any law firm to process the forms, Wilson Sonsini has offered to do it pro bono if a start-up becomes a client.

“We're trying to show we can add value to the community.” said Mr. Carpenter, who worked on the Angelist project with Mr. Taku and Mr. Bochner. “So hopefully, when these start-ups need a lawyer, they think of us.”

Jack Smith, a recent London transplant and co-founder of Vungle, a video advertising platform, met Mr. Taku through AngelPad. Mr. Taku offered to defer legal costs up to $5,000. Mr. Smith, who had read Mr. Taku's blog, was sold. He was also able to wring out additional hours with Mr. Taku, known as Yokum, who often holds free office hours at AngelPad.

“Yokum was kind of a celebrity for us,” he said. Months later, the start-up remains a client, but it now has to adjust to a more normal fee structure. â €œThey are charging us more - you quickly learn what you can bother your lawyer with.”

The initiatives aim to be founder-friendly. In August, Mr. Taku worked with Adeo Ressi, the founder of the Founder Institute, to create a financing alternative to convertible debt, which has been popular among entrepreneurs but can burden start-ups with debt. Mr. Taku and Mr. Ressi came up with standardized convertible equity documents. Convertible equity solves some of the problems of debt financing by eliminating the interest rate and the need for repayment.

Like the Angelist program, those documents are available free online. The initiative set off lively debate, prompting blog posts from several influential venture capitalists, including Fred Wilson of Union Square Ventures and Mark Suster, a partner at GRP Partners.

Several of Wilson Sonsini's competitors said they were skeptical that these broad efforts would amount to much. Indeed, some initiatives have been exp ensive ones.

Earlier this year the firm signed a five-year lease on the SoMa locale, shorthand for the neighborhood South of Market Street, a mile away from the company's flagship San Francisco office in the more formal Spear Tower. While four partners work out of the SoMa office, it's also intended to be an open, collaborative space that can be used by start-ups and entrepreneurial organizations.

On a recent Tuesday, the office was co-hosting a pitch event for 30 new start-ups, a chance for companies to present their products to potential investors and win entrance to a coming technology conference. Although the event was organized by DEMO, a technology conference business, Wilson Sonsini provided free pizza and Trumer Pils, a popular beer brewed in nearby Berkeley. At other times, the firm has held seminars on hiring, employee liquidity events like an I.P.O., and data privacy, which featured regulators from the Federal Trade Commission.

“Being a mile aw ay can be a huge difference,” said Mr. Carpenter.



The J. Aron Takeover of Goldman Sachs

When Goldman Sachs bought the commodities broker J. Aron & Company in 1981, the cultures clashed. For years, Goldman bankers treated their new colleagues with little respect, and J. Aron staff members were even forced to ride in a separate elevator bank.

Now, J. Aron alumni control the elevator to the executive suite. In the latest sign, Goldman Sachs announced last month that one of them, Harvey M. Schwartz, will be succeeding David A. Viniar as chief financial officer.

Mr. Schwartz, who got his start at J. Aron in 1997, joins a vaunted group.

The bank's chief executive officer, Lloyd C. Blankfein, started at J. Aron as a gold salesman just months after Goldman bought the firm. Gary D. Cohn, Goldman's president and chief operating officer, was hired as a metals trader in 1990 and quickly established himself as a go-to guy to fix tricky situations.

Among the other J. Aron alums are Edith Cooper, who runs human resources; Timothy J. O'Neill, co-head of the investment management division; and the co-heads of securities, Pablo J. Salame and Isabelle Ealet.

The ascension of these executives is a nod to the firm's transformation over the years. Goldman, which once relied largely on investment banking revenue, has evolved into a trading powerhouse. (While the J. Aron unit still exists, it is rarely referred to as an independent group.)

Mr. Viniar's departure also opens a valuable spot in the partnership pool. Goldman is expected to name fewer than 100 new partners, probably next month, in one of the smallest classes in recent years.

The partnership race is widely watched within the firm and across Wall Street. Goldman spends months vetting potential partners every two years. It is a way of rewarding top producers, and the executives selected are typically among the highest-paid people at the firm and have an inside track to top jobs at the firm. In 2010, 110 new partners were named.



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The Bullish Case for Goldman Sachs

Is this Goldman's time to shine?

Goldman Sachs Group

Shares of Goldman Sachs rose as much as 4 percent in trading Monday morning, as investors considered a bullish argument for the firm that appeared in Barron's this weekend.

The Barron's article, which predicted that Goldman's stock price could rise at least 25 percent within a year, was the latest piece of positive analysis for the Wall Street firm. After suffering some setbacks in the aftermath of the financial crisis, Goldman is now poised to beat out its rivals in investment banking, wrote Steven M. Davidoff in his Deal Professor column last month.

Barron's got right to the point in its headline: “Time to Buy Goldman.”

“The negative perception of Goldman is far more dour than the reality justifies,” the magazine said in the cover story, which was published over the weekend. “The company maintains an abiding leadership position in most of its activities, and is financially sturdi er and less burdened by irrational competition than it was a half-decade ago.”

The prediction about Goldman's stock price, Barron's said, was “based on the likely outlook for capital-markets activity and Goldman's ability to continue growing its book value.”

Investors seemed to take that view to heart on Monday, pushing Goldman's shares above $118. The shares closed Friday at $113.68.

The stock, though, remained short of an important threshold: $126.12, which represents the firm's so-called tangible book value as of the end of June. Goldman and its rivals on Wall Street have been trading below what their balance sheets say they are worth, as investors fret over new regulations and other legal risks.

That more cautious view was given voice on Monday by another financial publication, The Financial Times. “The banks are struggling to identify a new cash cow that grazes between the new rules,” reads an article in Monday's paper. “The equivalen t of the junk bonds of the 1980s or the credit derivatives of the 1990s has not been discovered.”

Indeed, as the Deal Professor noted, Goldman hasn't been immune from the weak market and other forces affecting its rivals. Its profit fell 12 percent in the second quarter, and its return on equity, a closely watched gauge, dropped to 5.4 percent, compared with 12.2 percent in the first quarter.

Still, the firm is confident in its own abilities. Wall Street moves in cycles, and the firm is positioned to benefit, Goldman's president, Gary D. Cohn, told The Financial Times.

“A lot of firms have laid off expensive derivatives talent,” Mr. Cohn said, “so they're not tooled for that part of the cycle.”



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Billionaires vs. Obama

One night last May, some twenty financiers and politicians met for dinner in the Tuscany private dining room at the Bellagio hotel in Las Vegas. The eight-course meal included blinis with caviar; a fennel, grapefruit, and pomegranate salad; cocoa-encrusted beef tenderloin; and blue-cheese panna cotta. The richest man in the room was Leon Cooperman, a Bronx-born, sixty-nine-year-old billionaire. Cooperman is the founder of a hedge fund called Omega Advisors, but he has gained notice beyond Wall Street over the past year for his outspoken criticism of President Obama. Cooperman formalized his critique in a letter to the President late last year which was widely circulated in the business community; in an interview and in a speech, he has gone so far as to draw a parallel between Obama's election and the rise of the Third Reich.

The dinner was the highlight of the fourth annual SkyBridge Alternatives Conference, known as SALT, a convention orchestrated by the fund manager Anthony Scaramucci; it brings together fund managers with brand-name speakers and journalists for four days of talking and partying. The star guest at the dinner was Al Gore, who was flanked by Antonio Villaraigosa, the mayor of Los Angeles, and the New York hedge-fund investor Orin Kramer, a friend of Gore's and a top Obama fund-raiser.

Discussion that night was wide-ranging. The group talked about Apple, on whose board Gore sits, and Google, where Gore is a senior adviser, as well as climate change and energy policy. The most electric moment of the evening, though, was an exchange between Cooperman and Gore. Heavyset, with a lumbering gait, Cooperman does not look like a hedge-fund plutocrat: Scaramucci affectionately describes him as “the worst-dressed billionaire on planet earth.” Cooperman's business model isn't flashy, either. He began his finance career as an analyst of consumer companies at Goldman Sachs, and went on to make his fortune at Omega as a traditional stock-picker. He searches for companies that are cheap and which he hopes to sell when they become dear. (In 1998, Cooperman made a foray into emerging markets, investing more than a hundred million dollars as part of a bid to take over Azerbaijan's state oil company, but it went badly wrong. His firm lost most of its money and paid five hundred thousand dollars to settle a U.S.-government bribery investigation.) Cooperman had come to the dinner to give Gore a copy of the letter he'd written to President Obama. “I'd like you to read this,” he told the former Vice-President. “You owe me a small favor. I voted for you,” he said, referring to Gore's Presidential run, in 2000.

In the letter, Cooperman argued that Obama has needlessly antagonized the rich by making comments that are hostile to economic success. The prose, rife with compound metaphors and righteous indignation, is a good reflection of Cooperm an's table talk. “The divisive, polarizing tone of your rhetoric is cleaving a widening gulf, at this point as much visceral as philosophical, between the downtrodden and those best positioned to help them,” Cooperman wrote. “It is a gulf that is at once counterproductive and freighted with dangerous historical precedents.”

At the dinner, Al Gore was diplomatic when presented with the letter, and asked Cooperman if he would accept higher taxes. Cooperman said that he would-if he was treated with respect, and the government didn't squander his money. Cooperman asked Gore what he thought the top marginal tax rate should be. Gore's reply was noncommittal, but he pleased the group by suggesting that no matter who wins in November the victor should surround himself with advisers with experience in the private sector.

Kramer, the hedge-fund manager and Obama fund-raiser, was quiet, but others in the room were enthusiastic. Villaraigosa gave Cooperman his direc t phone number. Barry Sternlicht, the founder of the W hotel chain, and an Obama donor in 2008, said that he agreed totally with Cooperman. Scaramucci, the organizer of the dinner, told me the next day that the guests had witnessed the “activation” of a “sleeper cell” of hedge-fund managers against Obama. “That's what you see happening in the hedge-fund community, because they now have the power, because of Citizens United, to aggregate capital into political-action committees and to influence the debate,” he said. “The President has a philosophy of disdain toward wealth creation. That's just obvious, O.K.? We talked about it all night.” He later said, “If there's a pope of this movement, it's Lee Cooperman.”

The growing antagonism of the super-wealthy toward Obama can seem mystifying, since Obama has served the rich quite well. His Administration supported the seven-hundred-billion-dollar TARP rescue package for Wall Street, and resisted calls from the Nobel Prize winners Joseph Stiglitz and Paul Krugman, and others on the left, to nationalize the big banks in exchange for that largesse. At the end of September, the S. & P. 500, the benchmark U.S. stock index, had rebounded to just 6.9 per cent below its all-time pre-crisis high, on October 9, 2007. The economists Emmanuel Saez and Thomas Piketty have found that ninety-three per cent of the gains during the 2009-10 recovery went to the top one per cent of earners. Those seated around the table at dinner with Al Gore had done even better: the top 0.01 per cent captured thirty-seven per cent of the total recovery pie, with a rebound in their incomes of more than twenty per cent, which amounted to an additional $4.2 million each.

Notwithstanding Occupy Wall Street's focus on the “one per cent,” or Obama's choice of two hundred and fifty thousand dollars as the level at which taxes on family income should rise, th e salient dividing line between rich and not rich is much higher up the income-distribution scale. Hostility toward the President is particularly strident among the ultra-rich.

This is the group that has benefitted most from the winner-take-all economy: the 0.1 per cent, whose share of the national income was 7.8 per cent in 2009, according to I.R.S. data. Moreover, even as the shifting tides of the global economy have rewarded the richest while squeezing the middle class, the U.S. tax system has favored the very top, as the tax returns of the Republican Presidential candidate, Mitt Romney, have illustrated. In 2011, Romney paid an effective tax rate of just 14.1 per cent, and his income of $13.7 million places him in the 0.01-per-cent group.

When Obama first ran for President, four years ago, Wall Street formed an important and lucrative part of his base: he raised about sixteen million dollars from the financial sector, compared with McCain, who raised about n ine million. Employees of Goldman Sachs contributed more to Obama's campaign than workers at any other firm, on Wall Street or beyond. Like many others in the financial-services industry, Leon Cooperman was impressed when he first saw Obama in action, at a Goldman Sachs event at the Museum of Modern Art, in New York, in May, 2007. Goldman had assembled a group of hedge-fund managers to meet the junior senator from Illinois who had the temerity to challenge Hillary Clinton for the Democratic nomination. Cooperman said he was impressed by Obama's reply to a question about what he would do to taxes on the rich if he were elected. “ ‘Raise 'em.' Just like that. ‘Raise 'em,' ” Cooperman recalled Obama saying.

Although he voted for McCain in 2008, Cooperman was not compelled to enter the political debate until June, 2011, when he saw the President appear on TV during the debt-ceiling battle. Obama urged America's “millionaires and billionaires” to pay their fair share, pointing out that they were doing well at a time when both the American middle class and the American federal treasury were under pressure. “If you are a wealthy C.E.O. or hedge-fund manager in America right now, your taxes are lower than they have ever been. They are lower than they have been since the nineteen-fifties,” the President said. “You can still ride on your corporate jet. You're just going to have to pay a little more.”

Cooperman regarded the comments as a declaration of class warfare, and began to criticize Obama publicly. In September, at a CNBC conference in New York, he compared Hitler's rise to power with Obama's ascent to the Presidency, citing disaffected majorities in both countries who elected inexperienced leaders. A month before, Cooperman had written a mock, nine-point “Presidential platform,” outlining his political convictions, which he distributed to his investors. In it, he called for a freeze on entitlements, a jump in t he retirement age to seventy for everyone except “those that work at hard labor,” and a temporary tax increase for the super-rich to help pay down the debt. He also called for significant spending cuts, so that the growth in government spending could be restricted to one per cent less than the increase in G.D.P. In November, he drafted the letter to the President. It was fifteen hundred words and took him two weeks to write. “I'm not a gifted writer,” Cooperman recalled. “I spent a lot of time using a dictionary and a thesaurus. I wanted to sound intelligent.” He got help from a friend, a former Omega employee. He also showed the letter to his wife, Toby.

The letter begins by acknowledging that Obama inherited an “economic mess,” but what Cooperman seems to object to most is not the President's policies but the “highly politicized idiom” in which the debate surrounding them was being conducted:


You sho uld endeavor to rise above the partisan fray and raise the level of discourse to one that is both more civil and more conciliatory.... Capitalism is not the source of our problems, as an economy or as a society, and capitalists are not the scourge that they are too often made out to be. As a group we employ many millions of taxpaying people, pay their salaries, provide them with healthcare coverage, start new companies, found new industries, create new products, fill store shelves at Christmas, and keep the wheels of commerce and progress (and indeed of government, by generating the income whose taxation funds it) moving. To frame the debate as one of rich-and-entitled versus poor-and-dispossessed is to both miss the point and further inflame an already incendiary environment.

Evident throughout the letter is a sense of victimization prevalent among so many of America's wealthiest people. In an extreme version of this, the rich feel that they have become the new, vilified underclass. T. J. Rodgers, a libertarian and a Silicon Valley entrepreneur, has taken to comparing Barack Obama's treatment of the rich to the oppression of ethnic minorities-an approach, he says, that the President, as an African-American, should be particularly sensitive to. Clifford S. Asness, the founding partner of the hedge fund AQR Capital Management, wrote an open letter to the President in 2009, after Obama blamed “a small group of speculators” for Chrysler's bankruptcy. Asness suggested that “hedge funds really need a community organizer,” and accused the White House of “bullying” the financial sector. Dan Loeb, a hedge-fund manager who supported Obama in 2008, has compared his Wall Street peers who still support the President to “battered wives.” “He really loves us and when he beats us, he doesn't mean it; he just gets a little angry,” Loeb wrote in an e-mail in December, 2010, to a group of Wa ll Street financiers.

The purported activation of the fund-manager “sleeper cell” is more than the self-aggrandizement of the super-rich. It is having a material and intellectual impact on the 2012 campaign. Historically, incumbent Presidents have enjoyed a strong fund-raising advantage. Going into this year's race, President Obama had the further benefit of his record-breaking haul in 2008. Yet the Republican National Committee and Romney, a mechanical campaigner whose ability to inspire passion in the Republican base was widely questioned during the primaries, hold a huge cash advantage over Obama. The biggest shift has been among wealthy businesspeople, particularly in financial services. Romney's advantage is compounded by the advent of Super PACs in this Presidential campaign, which are not subject to the same contribution limits as parties or candidates. The Republican-aligned Restore Our Future, for instance, has raised ninety -six million dollars this election season, and many of its top donors, who give a million dollars or more, work in finance.

The President, in Cooperman's view, draws political support from those who are dependent on government. Last October, in a question-and-answer session at a Thomson Reuters event, Cooperman said, “Our problem, frankly, is as long as the President remains anti-wealth, anti-business, anti-energy, anti-private-aviation, he will never get the business community behind him. The problem and the complication is the forty or fifty per cent of the country on the dole that support him.”

Framing the political debate as job creators on one side and the President and the fifty per cent of Americans who are supported by the state on the other was striking at the time. It has become even more so since Mitt Romney was secretly recorded at a closed-door fund-raiser in Florida, in May, saying that forty-seven per cent of Americans don't pay income taxes, a re “dependent on the government,” and will vote for President Obama “no matter what.”

Romney's comment has been widely criticized as a mistake that could cost him the election, with even Republicans accusing their candidate of incompetence. Cooperman's statement six months earlier shows that Romney's forty-seven-per-cent remark wasn't an undisciplined slip by a gaffe-prone politician but, instead, the assertion of a view that is widely held by people of Romney's class.

America's super-rich feel aggrieved in part because they believe themselves to be fundamentally different from a leisured, hereditary gentry. In his letter, Cooperman detailed a Horatio Alger biography that has made him an avatar for the new super-rich. “While I have been richly rewarded by a life of hard work (and a great deal of luck), I was not to-the-manor-born,” he wrote, going on to describe his humble beginnings in the South Bronx, as the son of working-class pa rents-his father was a plumber-who had emigrated from Poland. Cooperman makes it known that he gets up at 5:20 A.M. and is at his desk at Omega's offices in lower Manhattan, on the thirty-first floor of a building overlooking the East River and Brooklyn, by 6:40 A.M. He rarely gets home before 9 P.M., and most evenings he has a business dinner after leaving the office. “I say that I date my wife on the weekends,” he told me one August afternoon at his office. The space is defiantly modest, furnished with nineteen-nineties-era glass coffee tables, unfashionable yellow couches, and family photographs.

Cooperman's pride in his work ethic is one source of his disdain for Obama. “When he ran for President, he'd never worked a day in his life. Never held a job,” he said. Obama had, of course, worked-as a business researcher, a community organizer, a law professor, and an attorney at a law firm, not to mention an Illinois state legislator and a U.S. senator, before being elected President. But Cooperman was unimpressed. “He went into government service right out of Harvard,” he said. “He never made payroll. He's never built anything.”

Cooperman differs from many of his fellow super-rich in one important regard. He understands that he isn't just smart and hardworking but that he has also been lucky. “I joined the right firm in the right industry,” he said. “I started an investment partnership at the right time.” In the fall of 1963, he enrolled in dental school at the University of Pennsylvania, but within the first week he began to have doubts, and he dropped out soon afterward. “My father, may he rest in peace, was going to work saying, ‘My son, the dentist,' ” Cooperman said. “It was a total embarrassment amongst his friends.”

Cooperman went on to make a series of fortunate choices. Chief among those was entering the financial markets, after graduating in 1967 from Columbia Business School. In the sixties, Wall Street wasn't yet the obvious destination for the smart and ambitious, but it was on the verge of becoming the most lucrative industry in America. Cooperman became an analyst at Goldman Sachs, at the time a scrappy partnership that had nearly failed during the Great Depression. In 1976, Cooperman was named a partner. He went on to found Goldman's asset-management business, but, after twenty-five years at the firm, he decided to start his own hedge fund. Between 1991, when Cooperman founded Omega, and the 2008 financial crisis was the best time in history to make a fortune in finance. Cooperman's partners who stayed behind at Goldman Sachs are hardly paupers-and those who stuck around for the 1999 I.P.O. are probably multimillionaires-but the real windfalls on Wall Street have been made by the financiers who founded their own investment firms in the period that Cooperman did.

Toby Cooperman grew up five miles away from her husband, in the west Bronx. She asked Cooperman out after they met in French class at Hunter College. Toby has two graduate degrees, in education and as a reading specialist, and works three days a week at a special-needs school in Chatham, New Jersey.

“Growing up lower-middle-class Jewish in the Bronx, I never knew a Republican,” Toby Cooperman recalled. “Everybody loved Roosevelt.” She is still a liberal, a position that puts her in the minority in their social circle. “She can be a socialist because she's married to a capitalist,” Cooperman says of his wife, who is strongly pro-choice and pro-gay marriage. She calls Todd Akin, Rick Santorum, and Rick Perry “morons,” and she worries about the underclass. “I care more about the disadvantaged people of America,” she said, comparing her politics with those of her husband. “I have friends who are very dependent on Medicare.”

Even so, Toby, who voted for Obama in 2008, defers to her husband when it comes to taxation, and she admires his letter to Obama. “He used a lot of good words,” she said.

The New York Post published an abridged version of the letter, and Cooperman e-mailed it to some of his friends and colleagues. It quickly went viral. Within a couple of weeks, Cooperman was being courted by everyone from CNBC and Fox to Al Jazeera. “I would say, unequivocally, I never got as much response in anything I've ever done, in business or outside of business, that I got in that letter,” Cooperman said.

Cooperman keeps a bulging manila folder of congratulatory notes in his office at Omega. He received “hundreds and hundreds of e-mails.” According to Cooperman, only one was nasty: “If I knew where you lived, I'd put a bomb in your car.” The folder includes a letter from a former chief of Goldman Sachs and a nother from a current boss of one of the nation's top five banks. There are succinct letters of support from fellow Wall Street titans, typed on thick, embossed paper, and signed with a flourish, and long, angry screeds, which warn, as a ninety-two-year-old lawyer from Fort Worth, Texas, put it, that “Barack Obama is a Communist pure and simple, with a determined plan to convert America into a Communistic nation.”

Like his wife, Cooperman doesn't approve of the right's blurring of the line between church and state, or its stance on gay marriage and abortion. Romney, he told me, has got to “appease the conservative wing of his party. But I don't think he's nuts like all those guys are.” Like other plutocrats, Cooperman presents his complaint not as a selfish defense of his pocketbook but as a concern about the degradation of the American dream. Jamie Dimon, the C.E.O. of JP Morgan Chase, who was widely criticized this spring for the firm's highly risky trade tha t has led to at least six billion dollars in losses, has echoed Cooperman's view of the Obama Administration. Speaking on “Meet the Press” in May, Dimon said that he didn't mind paying higher taxes and wanted “a more equitable society.” But the “anti-business behavior, the sentiment, the attacks on work ethic and successful people” by some Democrats had alienated Dimon so much that he said he would now call himself “a barely Democrat.”

“It's a question of tone,” Cooperman said. “The President makes it sound like the problems of the ninety-nine per cent are caused by the one per cent, and that's not the case.” Yet some of the harshest language of this election cycle has come from the super-rich. Comparing Hitler and Obama, as Cooperman did last year at the CNBC conference, is something of a meme. In 2010, the private-equity billionaire Stephen Schwarzman, of the Blackstone Group, compared the President's as yet unsuccessful effort to eliminate so me of the preferential tax treatment his sector receives to Hitler's invasion of Poland. After Cooperman made his Hitler comment, he has said, his wife called him a “schmuck.” But he couldn't resist repeating the analogy when we spoke in May of this year. “You know, the largest and greatest country in the free world put a forty-seven-year-old guy that never worked a day in his life and made him in charge of the free world,” Cooperman said. “Not totally different from taking Adolf Hitler in Germany and making him in charge of Germany because people were economically dissatisfied. Now, Obama's not Hitler. I don't even mean to say anything like that. But it is a question that the dissatisfaction of the populace was so great that they were willing to take a chance on an untested individual.”

It's easy to see how even a resolutely unflashy billionaire like Cooperman can acquire a sense of entitlement. In a single hour at his desk one morning in April, the C.E.O.s of two well-known public companies were on the phone to Cooperman lobbying for his support. (He is a major investor in their firms.) Companies courting his investment dollars pick up Cooperman at Teterboro Airport in their private jets to give him a tour of their projects. The Coopermans have chosen an emphatically low-key life style, but when they went to visit a grandchild in Vermont one summer weekend they flew in a private plane.

Last July, before he had written the letter, Cooperman was invited to the White House for a reception to honor wealthy philanthropists who had signed Bill and Melinda Gates and Warren Buffett's Giving Pledge, promising to donate at least fifty per cent of their net worth to charity. At the event, Cooperman handed the President two copies of “Inspired: My Life (So Far) in Poems,” a self-published book written by Courtney Cooperman, his fourteen-year-old granddaughter. Cooperman was surprised that the President didn' t send him a thank-you note or that Malia and Sasha Obama, for whom the books were intended as a gift and to whom Courtney wrote a separate letter, didn't write to Courtney. (After Cooperman grumbled to a few friends, including Cory Booker, the mayor of Newark, Michelle Obama did write. Booker, who was also a recipient of Courtney's book, promptly wrote her “a very nice note,” Cooperman said.)

When Cooperman told me the story of his lucky escape from dental school, he concluded, “I probably make more than a thousand dentists, summed up.” (A thousand dentists would need to work for a decade-and pay no taxes or living expenses-to collectively earn Cooperman's net worth.) During another conversation, Cooperman mentioned that over the weekend an acquaintance had come by to get some friendly advice on managing his personal finances. He was a seventy-two-year-old world-renowned cardiologist; his wife was one of the country's experts in women's medicine. Together, the y had a net worth of around ten million dollars. “It was shocking how tight he was going to be in retirement,” Cooperman said. “He needed four hundred thousand dollars a year to live on. He had a home in Florida, a home in New Jersey. He had certain habits he wanted to continue to pursue.

“I'm just saying that it's not an impressive amount of capital for two people that were leading physicians for their entire work life,” Cooperman went on. “You know, I lost more today than they spent a lifetime accumulating.”

One billionaire who is not part of Cooperman's “sleeper cell” is Warren Buffett. In 1982, Buffett sent Cooperman a note, praising one of the research reports he had written at Goldman Sachs. It hangs on Cooperman's office wall. Cooperman clearly cherishes the opportunities that the Giving Pledge has given him to spend time with Buffett. He also admires Buffett's life style, which is similar to his own. But Buffett's embra ce of the rule that bears his name-President Obama's proposal that no millionaire should pay less than thirty per cent of his income in taxes-sets him apart from his peers.

Cooperman pointed out that Buffett had adroitly minimized his personal taxes for many years until his late-life star turn as the President's favorite billionaire. “I'm more charitable to him than most, because I have enormously high regard for him,” Cooperman said. “There are a lot of people who think he's become extraordinarily hypocritical. . . . If he thinks it's so wrong, people say, ‘Well, why doesn't he just give his money to the government?'”

Many billionaires have come to view charity as privatized taxation, paid at a level they determine, and to organizations they choose. “All things being equal, you'd rather have control of the money than the government,” Cooperman said. “Even if you're giving it away, you'd rather give it away the way you want to give it away rathe r than the way the government gives it away.” Cooperman and his wife focus their giving on Jewish issues, education, and their local community in New Jersey, and he is also setting up a foundation that will allow his children and grandchildren to support their own chosen causes after he dies.

Foster Friess, a retired mutual-fund investor from Wyoming who was the backer of the main Super PAC supporting the Republican primary candidate Rick Santorum, expounded on this view in a video interview in February. “People don't realize how wealthy people self-tax,” he said. “If you have a certain cause, an art museum or a symphony, and you want to support it, it would be nice if you had the choice.” The middle class anonymously and nervously pays its thirty-five per cent to the I.R.S., while the super-rich pay fourteen per cent, and are then praised for giving five or ten per cent more to pet causes, often with the perk of having their n ames engraved above the door.

Cooperman repeatedly emphasizes his willingness in principle to pay higher taxes, though he sees nothing wrong with paying at the lowest possible rate the law allows. Although Toby still lives in New Jersey, Cooperman told me that he has moved for most of the year to Florida, “because I had arthritis, and I just needed the warmer weather.” He added, “Not to say there's no benefit of a zero state income tax versus ten.”

Nick Hanauer is a Seattle entrepreneur and venture capitalist who was one of the first investors in Amazon. In a book published this year, he argues that since the Reagan era American capitalists have enjoyed a uniquely supportive set of ideological, political, and economic conditions. Their personal enrichment came to be seen as a precondition for the enrichment of everyone else. Lower taxes for them were a social good, rather than a selfish perk.

“If you are a job creator, your fifteen-per-cent tax rate is righteous. If you aren't, it is a con job,” Hanauer told me. “The idea that the rich deserve to be rich is a very comforting idea if you are rich.” Referring to Obama's “You didn't build that” remark, at a rally in Virginia in July, which became a flashpoint with the right, Hanauer said that “the notion that you built it yourself is what you need to believe to feel comfortable with yourself and your desire not to pay too much in taxes.”

I asked Cooperman whether Romney should disclose his tax returns. Beyond 2011 and 2010, he has not released any others. “Only a fool pays taxes that you don't have to pay,” Cooperman said. “So what am I going to learn? He made a lot of money and he paid less taxes than the average person, but he did it from legal means. Does that make me think less of him? It'll make me think more of him.” Cooperman observed that the smart reaction to Romney's low effective tax rate would be to ask him for the name of his t ax lawyer.

Cooperman prides himself both on not being partisan and on his streetwise Bronx kid's suspicion of politicians in general. But he's genuinely enthusiastic about Romney. He approves of Romney's commitment to his family and he admires Romney's private-sector experience. “He's an accomplished businessman,” Cooperman said. “The fact that he's wealthy and successful I think is good, not bad.”

Cooperman told me that he thought this was the most important election of his lifetime. In June, he made his biggest ever political contribution, when he wrote a fifty-thousand-dollar check supporting Mitt Romney's Presidential bid after Romney's brother, Scott, visited the Omega offices. Now Cooperman is planning another political volley. With his Omega partner Steven Einhorn and fellow-billionaire Ken Langone, the co-founder of Home Depot, he has drafted a second open letter, which he hopes will be co-signed by a large group of self-made billionaires, and pu blished as a newspaper advertisement in some swing states. Cooperman estimates that it will cost around a million dollars, a sum he says the group will split. “It's going to be, you know, ‘We are the one per cent that came from the ninety-nine per cent, and we want to see more of the ninety-nine per cent move in our direction, but we fear the President's policies discourage that from happening,' ” Cooperman said.

At the SALT conference in Las Vegas, there was no shortage of wealthy financiers who shared Cooperman's view. At a “Titans of Wall Street” panel, Barry Sternlicht, the W hotel-chain founder, appeared with Dan Loeb, the hedge-fund manager who compared Wall Street supporters of Obama to “battered wives,” and who has given three hundred and fifty thousand dollars to Republican Super PACs and thousands more to Republican candidates this campaign cycle. Their session was off the record, bu t attendees said that the two investors inveighed passionately against the President's “anti-business” attitude. Another panelist suggested that Sternlicht and Loeb form a pro-business ticket and make a run for the White House. The audience cheered.

On the final day, Cooperman delivered a presentation on his top stock picks. A few hours later, the conference concluded in the Bellagio's grand ballroom, with the most billionaire-friendly speaker of all: Sarah Palin. She strode onto the stage and opened her talk with a rousing greeting, “Hello, one per cent! How y'all doing!” ♦



3M to Buy Ceradyne for $860 Million

The 3M Company said on Monday that it planned to buy Ceradyne, a ceramics maker, for $860 million in cash, in the manufacturer's biggest deal in two years.

Ceradyne shareholders will receive $35 a share in cash, a 43 percent premium to the company's Friday closing price, through a tender offer that is expected to begin within the next two weeks.

(Excluding cash and equivalents, 3M values the transaction at about $670 million.)

By buying Ceradyne, 3M is hoping to bolster its advanced materials division and its offerings for the transportation, energy and defense industries. The transaction is expected to dilute its earnings by 5 cents a share for the first 12 months after closing.

Shares in Ceradyne surged 43 percent in premarket trading on Monday, to $34.95.

Monday's deal is 3M's biggest takeover since its purchase of Cogent, a maker of fingerprint identification systems, in Aug. 2010 for $943 million. Including Ceradyne, the company has annou nced four deals this year, its slowest for mergers activity since 2009.

Another deal announced earlier this year, the $550 million purchase of Avery-Denison's office products unit, remains in limbo after the Justice Department threatened to block the transaction on antitrust grounds. 3M and Avery-Denison have said that they are working to resolve the government's concerns.

Credit Suisse advised 3M on Monday's transaction, while Citigroup was the investment banker to Ceradyne.



Glencore-Xstrata, Not Quite a Done Deal

Glencore-Xstrata, Not Quite a Done Deal  |  Now that Xstrata's board has backed Glencore International's revised bid, it's up to shareholders to decide. In an effort to remove potential stumbling blocks, Xstrata's board has given shareholders three options when they vote in November: support both the merger and retention bonuses for important executives; back the deal without the bonuses; or oppose both. Some big investors had opposed the pay packages as “too extravagant,” writes DealBook. Qatar Holding, the sovereign wealth fund, holds a crucial vote â€" and has not seemed as concerned with the pay packages.

Early reviews of the plan have been less than glowing. The Wall Street Journal's Heard on the Street column takes the board to task for waiting until the deadline to make its decision, writing, “the best that can be said of its efforts is better late t han never.”

 

Will Goldman Shine?  |  Barron's makes a bullish case for Goldman Sachs in its cover story this week, predicting that the firm's stock price could rise at least 25 percent within a year. Though Goldman currently trades below its book value, Barron's says fears about new regulations and a weak market may be overblown: “The company maintains an abiding leadership position in most of its activities, and is financially sturdier and less burdened by irrational competition than it was a half-decade ago.”

Still, Goldman is not immune to the forces haunting its rivals. As The Financial Times puts it: “The banks are struggling to identify a new cash cow that grazes between the new rules. The equivalent of the junk bonds of the 1980s or the credit derivatives of the 1990s has not been discovered.”

 

Billionaires vs. Obama  |  Leon Cooperman, the billionaire founder of Omega Advisors, is among the Wall Street leaders who are disappointed with how President Obama has treated wealthy Americans. In a widely circulated letter detailed by The New Yorker, Mr. Cooperman took aim at the president's rhetoric: “To frame the debate as one of rich-and-entitled versus poor-and-dispossessed is to both miss the point and further inflame an already incendiary environment.”

Some on Wall Street are making preparations for what might happen if the president is re-elected. Given the campaign rhetoric, private equity bosses in particular are concerned that some favorable tax policies may disappear. Many firms have been “introducing general clauses into partnership agreements that would give them power to change the terms if there was any change in the tax regime,” according to The Financial Times.

 

< p>On the Agenda  |  Facebook's chief operating officer, Sheryl Sandberg, is set to appear on CNBC on Monday afternoon. Mark Zuckerberg is meeting Prime Minister Dmitri A. Medvedev of Russia. Ben S. Bernanke is at the Economic Club of Indiana at 12:30 p.m. to give a speech called, “Five Questions about the Federal Reserve and Monetary Policy.” Elizabeth Warren, the Democratic candidate for Senate, is debating her Republican opponent, Senator Scott Brown, at 7 p.m. at the University of Massachusetts, Lowell.

The Value Investing Congress, a two-day event featuring some prominent speakers, begins Monday at the Marriott Marquis in Times Square. William Ackman, Whitney Tilson and Barry Rosenstein are among those scheduled to speak on Monday. The municipal bond summit from the Securities Industry and Financial Markets Association is being held Monday at the Conrad New York hotel.

Kraft Foods plans to spin off its North American grocery division at 5 p.m. The snack foods company that will be created is being rebranded Mondelez International, a name that is supposed to refer to the words for “world” and “delicious” in various romance language.

 

The Cost of Helping Spanish Banks  |  We know how bad it is, at least for now. According to a report published on Friday, Spanish banks may need about $76.4 billion in additional capital. That number came in below the $128.8 billion in bailout money Spain had negotiated from other countries.

Not surprising, the banks' troubles will put even more strain on the government. On Saturday, the Spanish government noted that aid to banks would increase its budget deficit to about 7.4 percent of gross domestic product this year, above its target of 6.3 percent, The Wall Street Journal reports.

Still, Spain is unwilling to cut the g olden nest eggs. The New York Times writes that pensions are the biggest line item in the budget, at nearly 40 percent of public spending.

As if anyone thought running a country was easy, the Greek prime minister had this to say about the recent pressures in an interview with The New York Times: “This is the toughest job in the world. It's just pain.”

 

David Rubenstein Goes Back to College  |  The Carlyle Group co-founder spoke at Duke University, his alma mater, on Friday, saying:

“While a student here, I was sure that I had not adequately repaid Duke's faith in me. I was not a great academic star; a student government leader; a fraternity officer - I was never even invited to join a fraternity. And I was certainly no varsity athlete, or even an intramural athlete - I managed to be cut from an intramural basketball team with only four other players on the te am.” His comments make you wonder: So what exactly did Mr. Rubenstein do in college?

 

 

 

Mergers & Acquisitions '

Credit Agricole in Talks to Sell Greek Unit  |  The French bank Crédit Agricole said on Monday that it was in discussions to sell its struggling Greek subsidiary Emporiki to Alpha Bank of Greece for a nominal price of one euro. DealBook '

 

Australian Miner Arrium Rejects $1 Billion Bid by Noble Group and Posco  |  The Australian iron ore miner and steel maker Arrium described the takeover approach from a consortium led by the Noble Group and the South Korean steel maker Posco as opportunistic, dismissing it as undervaluing th e company. DealBook '

 

Aerospace Chiefs Make an Appeal to the Public  |  In an article to be published in European newspapers, the chief executives of EADS and BAE address what they call “myths and misconceptions” about their potential merger, Reuters reports. REUTERS

 

Politics Weighs on European M.&.A.  |  “Nobody wants to take a position when the world is riven by so much political uncertainty,” writes John Authers in a column in The Financial Times. FINANCIAL TIMES

 

Whitman's Third Act  |  Meg Whitman, the Hewlett-Packard chief executive, has had a career that took her from building eBay to running for governor of California. Now, The New York Times writes, she “is focusing her energy on H.P., the company founded by the tech legends William Hewlett and David Packard.” NEW YORK TIMES

 

INVESTMENT BANKING '

London Deal Maker Is Leaving Morgan Stanley  |  Simon Robey, Morgan Stanley's most senior deal maker in London, plans to leave in January to start his own firm, Bloomberg News reports. BLOOMBERG NEWS

 

Bank Customers in the Dark After Cyberattacks  |  After computer attacks on Bank of America, JPMorgan Chase, Citigroup, U.S. Bank, Wells Fargo and PNC, some customers “were upset because the banks had not explained clearly what was go ing on,” The New York Times writes. NEW YORK TIMES

 

JPMorgan Buys European Mortgage Bonds  |  The Financial Times writes: “JPMorgan has snapped up three-quarters of the first European commercial mortgage bond launched since the financial crisis in a deal that heralds the return of a vital source of funding for the Continent's cash-starved property market.” FINANCIAL TIMES

 

Deutsche Borse Said to Plan a Move Into Currency Futures  |  The German exchange operator is looking “to outmaneuver its largest rival,” the CME Group, The Wall Street Journal reports. WALL STREET JOURNAL

 

A Morgan Stanley Adviser Turns to Al ternative Investments  |  Kimberley Hatchett, a onetime Olympic hopeful who now oversees an eight-person team at Morgan Stanley with about 200 clients, has lately been focusing on alternative investments, as she says the stock market “has made me very, very nervous,” Barron's writes. BARRON'S

 

PRIVATE EQUITY '

K.K.R. to Buy Oil Services Firm Acteon Group  |  The private equity giant Kohlberg Kravis Roberts has agreed to buy a majority stake in the British oil and natural gas services company Acteon Group. The deal is valued at up to $1.4 billion, according to a person with direct knowledge of the matter. DealBook '

 

Are Investors Expecting Too Much?  |  David Bonderman of the private equity firm TPG Capital told The Financial Times: “If the public markets don't perform better, the benchmarks will have to change and people will have to adjust their expectations on returns.” FINANCIAL TIMES

 

Bain Capital Executive Says Political Attacks Are ‘Hyperbole'  | 
CNN

 

Private Equity Firms Said to Consider I.P.O. Exits  |  The Blackstone Group, K.K.R. and Advent International are among firms that are “lining up initial public offerings of their larger European assets over the next six months, according to three bankers close to the deals,” Financial News reports. FINANCIAL NEWS

 

HEDGE FUNDS '

Falcone Said to Seek Dismissal of Fraud Charges  |  Lawyers for Philip Falcone and Harbinger Capital Partners sent a letter to a judge on Friday saying they planned to seek dismissal of the charges filed against them by the Securities and Exchange Commission, The Wall Street Journal reports, citing unidentified people familiar with the case. WALL STREET JOURNAL

 

Centerbridge Partners to Return $500 Million to Investors  |  The move by the $20 billion investment firm is “an illustration of the double-edged effect that easy money policies are having on the debt market,” The Financial Times writes. FINANCIAL TIMES

 

Brevan Howard Attracts More Investors  |  Despite little gain for the first half of the year, the London-based hedge fund Brevan Howard has won new business from pension funds and other institutions, Pensions & Investments writes. PENSIONS & INVESTMENTS

 

I.P.O./OFFERINGS '

Fender Tries to Keep the Music Alive  |  Fender Musical Instruments, which recently withdrew plans to go public, is struggling to increase sales. “Times have changed, and so has music,” The New York Times writes. NEW YORK TIMES

 

Moleskine Files to Go Public  |  The notebook maker filed for an I.P.O. in Milan. MARKETWATCH

 

I.P.O. Investors Remain Skittish  | 
WALL STREET JOURNAL

 

Coming Week Is Busy for I.P.O.'s  |  Among the companies set to go public this week is Dave & Buster's Entertainment, a Dallas-based restaurant chain. WALL STREET JOURNAL

 

VENTURE CAPITAL '

Entrepreneurs Aim to Shake Up Philanthropy  |  Several start-ups are looking to measure the effect of charitable donations, writes Paul Sullivan in his column in The New York Times. One company, GiveWell, was founded by two people who met at the hedge fund Bridgewater Associates. NEW YORK TIMES

 

Driving Tesla's New Sedan  |  The New York Times gave the new Model S a glowing review. NEW YORK TIMES

 

Putting the Business Model First  |  Niklas Zennstrom, a venture capitalist who is also the founder of Skype and Kazaa, told Bloomberg News: “It's extremely hard to build a company with a product that everyone loves, is free and has no business model, and then to innovate a business model.” BLOOMBERG NEWS

 

LEGAL/REGULATORY '

Ex-SAC Analyst Pleads Guilty in Insider Trading ConspiracyFormer SAC Analyst Pleads Guilty in Insider Trading Conspiracy  |  Jon Horvath, a former technology industry analyst, is the fourth former SAC employee to admit to illegal trading while employed at the fund. DealBook '

 

Judge Strikes Down a Dodd-Frank Trading Rule  |  Wall Street posted another victory in the battle over regulation, as a federal judge on Friday struck down the so-called position limits rule, a central piece of the Dodd-Frank financial overhaul. DealBook '

 

For Bank of America, More Trouble From Merrill Lynch Merger  |  The $2.43 billion that Bank of America will pay in the Merrill Lynch case ranks as one of the 10 large st settlements in a securities class-action lawsuit, behind the settlement over the disastrous AOL-Time Warner merger, write Peter J. Henning and Steven M. Davidoff. DealBook '

 

How a Lawyer Thwarted Icahn  |  Susheel Kirpalani, a 42-year-old lawyer who was the examiner in the bankruptcy case of Dynegy Holdings, successfully opposed a plan by Carl C. Icahn to force losses on bondholders, The Wall Street Journal writes. WALL STREET JOURNAL

 

Forgiving a Debt That Doesn't Exist  |  Some homeowners have received letters from banks erasing “phantom debts,” writes Gretchen Morgenson in her column in The New York Times. NEW YORK TIMES

 



Workday Sets Price Range for I.P.O.

Workday, a provider of cloud-based applications for human resources, said on Monday that it would seek to price its initial public offering at $21 to $24 a share.

At the midpoint of that range, the offering would value the company at $3.6 billion.

Like many other technology start-ups, Workday, founded in 2005, will have a dual-class share structure, with each Class B share having 10 votes. Its co-chief executives, David Duffield, the founder of PeopleSoft, and Aneel Bhusri, whose was chief strategist at PeopleSoft, will have 67 percent of the voting rights after the I.P.O., according to the prospectus. Some 26 million Class A shares will be sold in the offering.

What is Workday? Quentin Hardy explained earlier this year on the Bits blog:

Workday sells cloud-based software for human resources and financial programs and is seeking to follow the success of several recent initial public offerings in enterprise computing. It wants to challeng e the likes of Oracle and SAP by offering a new series of business software products for service industries. Workday's long-term goal is to combine data analysis and social media, helping clients forecast and plan business operations and deploy teams using relatively cheap and accessible software.

Workday's Class A shares will be traded on the New York Stock Exchange under the ticker WDAY.

Morgan Stanley and Goldman Sachs are leading the underwriting of the I.P.O.



Softbank of Japan to Buy Rival eAccess for $2.3 Billion

Softbank of Japan said on Monday that it will buy a smaller rival, eAccess, for about $2.3 billion in stock, as the cellphone service provider seeks to bulk up its market share in the face of intensifying competition.

Under the terms of the deal, Softbank will pay 52,000 yen per share, more than three times eAccess' closing price of 15,070 yen on Friday.

The proposed merger would make Softbank the second-biggest network operator in Japan, behind only NTT DoCoMo. Monday's transaction would give the company more than 39 million subscribers, propelling it over KDDI.

The deal reflects Softbank's desire to bolster its mobile broadband capacity as it looks to attract more smartphone users. It had been the sole network with the iPhone in Japan until last year, when KDDI began offering the popular Apple smartphone as well.

In particular, Softbank is moving to expand its LTE high-speed services as the iPhone 5 goes on sale in Japan. Adding eAccess would give it 50 percent more LTE base stations, up to an expected 30,000 by March.

Shares in eAccess leaped 26 percent on Monday, to 19,000 yen, while those in Softbank slumped 1.7 percent, to 3,105 yen.



Softbank of Japan to Buy Rival eAccess for $2.3 Billion

Softbank of Japan said on Monday that it will buy a smaller rival, eAccess, for about $2.3 billion in stock, as the cellphone service provider seeks to bulk up its market share in the face of intensifying competition.

Under the terms of the deal, Softbank will pay 52,000 yen per share, more than three times eAccess' closing price of 15,070 yen on Friday.

The proposed merger would make Softbank the second-biggest network operator in Japan, behind only NTT DoCoMo. Monday's transaction would give the company more than 39 million subscribers, propelling it over KDDI.

The deal reflects Softbank's desire to bolster its mobile broadband capacity as it looks to attract more smartphone users. It had been the sole network with the iPhone in Japan until last year, when KDDI began offering the popular Apple smartphone as well.

In particular, Softbank is moving to expand its LTE high-speed services as the iPhone 5 goes on sale in Japan. Adding eAccess would give it 50 percent more LTE base stations, up to an expected 30,000 by March.

Shares in eAccess leaped 26 percent on Monday, to 19,000 yen, while those in Softbank slumped 1.7 percent, to 3,105 yen.



K.K.R. in Deal for the Oil Services Firm Acteon Group

LONDON â€" Kohlberg Kravis Roberts agreed on Monday to buy a majority stake in the British oil and natural gas services company Acteon Group from the First Reserve Corporation, an energy-focused private equity firm.

The deal, whose financial details were not disclosed, values the company at $1.3 billion to $1.4 billion, according to a person with direct knowledge of the matter.

Under the terms of the deal, K.K.R. will be joined by the private equity firm White Deer Energy, which is based in Houston. Acteon provides deepwater technical services including surveying and moving drilling rigs.

The Acteon investment was spurred by a major expansion in deepwater exploration by the energy industry, which has scoured the globe in search of natural resources.

“This is a growth investment,” a K.K.R. partner, Dominic P. Murphy, said in a statement.

K.K.R. has taken aim at the rapidly expanding oil and natural gas sector.

Last year, a consortium led by K.K.R. bought the Samson Investment Company, one of the largest privately held energy companies in the United States, for about $7.2 billion.

The deal for Acteon is expected to close by the end of the year.

HSBC advised K.K.R., while JPMorgan Chase and Simmons & Company advised First Reserve.