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A Surprise From Hilton: Big Profit for Blackstone

In the topsy-turvy world of private equity math, what at first glance looks like a multibillion-dollar loss can in fact be a huge gain.

Such is the case with the Blackstone Group’s investment in the Hilton hotel group, which on Thursday returned to the public stock markets.

When Blackstone took Hilton private in 2007, paying a headline-grabbing price of $26 billion, it appeared to have been badly mistimed. One of the biggest deals during the last buyout boom, it came just months before financial markets seized up and travel â€" and hotel bookings â€" fell into a prolonged slump.

And when Hilton Worldwide Holdings’ stock began trading again on Thursday, the company had a market capitalization of just $20 billion. Doing the back-of-the-envelope math, that would suggest a loss in value of $6 billion.

But in fact, Blackstone has increased the value of its investment by nearly $10 billion through a combination of lucky timing, smart financial engineering and disciplined management.

“They paid a premium price at the peak of the market,” said Robert M. La Forgia, the chief financial officer of Hilton at the time of its sale, who now runs Apertor, a hospitality consultant firm. “But they were able to ride out the downturn, a significant real estate crisis and a financial crisis, and still come back and have a successful I.P.O.”

In buying Hilton, Blackstone contributed about $5.5 billion of cash to the deal, and borrowed about $20.5 billion from big banks.

It is an arrangement not unlike that of individuals who pay for homes with a down payment in cash coupled with a large mortgage.

“When they bought Hilton for $26 billion, it was like buying a very big house,” said Steven Kaplan, a professor at the University of Chicago Booth School of Business. “And they financed it like a house, taking on debt.”

Over the next couple of years, Blackstone used profits from Hilton to pay down that debt.

Often, private equity firms will take profits and borrow additional money to pay themselves special dividends, resulting in an early windfall that hedges their risk.

But by opting against dividends, and instead paying down debt, Blackstone was slowly but surely increasing the value of its equity in the company.

Then the financial crisis hit.

Hotel visits plunged, banks got nervous and Blackstone wrote down the value of its investment by more than half. This caused the value of the banks’ debt to plummet. In 2009, it looked as if the Hilton deal could be a disaster for the ages.

But in 2010, Blackstone approached its lenders and offered to restructure the deal. Led by its global head of real estate, Jonathan Gray, Blackstone offered to buy back some of the bank debt at a discount. Some lenders received just 35 cents on the dollar.

Other lenders converted their debt into preferred equity, receiving shares to sell in an eventual I.P.O. As part of the deal, Blackstone agreed to inject more capital into the business, bringing its total equity investment to around $6.5 billion.

“It was like refinancing your mortgage when interest rates were low,” Mr. Kaplan said. “They basically paid off their debt when it was very cheap to do so, because everybody was frightened and the price of their debt went very low.”

Since then, Blackstone has continued to pay off Hilton’s lenders with profits from the business. It has also cut costs from Hilton, expanded its international strategy and focused on the more profitable franchise model.

Through the I.P.O. on Thursday, Hilton raised about $2.4 billion. Some proceeds from the I.P.O. will go toward paying down the debt further, while some of it will go to the debt investors who converted their shares into preferred equity during the restructuring in 2010. Blackstone is not selling any of its shares.

Hilton today is larger and more profitable than it was when Blackstone bought it out, and the outlook for the hotel industry is good. The company is also in sound financial shape.

Between its regular debt servicing, the restructuring in 2010 and proceeds from the I.P.O. that will be used to pay lenders, Hilton will have about $12 billion in debt, down from $20.5 billion at the time of the buyout.

“They’ve accomplished a lot through leverage,” Mr. La Forgia said. “They almost lost the company, and might have without the debt restructuring.”

On Thursday, Hilton’s first day of trading, shares were up 7.5 percent to $21.50, giving the company a market capitalization of $21.2 billion. Adding the remaining $12 billion of debt gives it an enterprise value of about $33 billion. In other words, the overall value of the business actually increased by about 27 percent.

But by aggressively paying down its debt and renegotiating with the banks at an opportune time, Blackstone’s gains have been much more substantial.

With 76 percent of the equity, Blackstone’s stake in Hilton is worth $16.1 billion. That is a profit, on paper at least, of more than $9.5 billion.

That sounds like a lot of money, but on Wall Street, everything is relative.

Mr. Kaplan of the University of Chicago said that compared to an investment in the public markets, Blackstone’s investment in Hilton has been good but not great. Since the start of 2007, the Standard & Poor’s 500 stock index is up 25 percent. Blackstone more than doubled its money.

“This is a good deal if you’re measuring it relative to the public market,” Mr. Kaplan said. “But it’s not a home run.” Other alternative investments and asset classes have performed better over the last six years.

Even against Blackstone’s internal expectations, the Hilton deal, while an enormous winner, may not tick every box. Most private equity firms aim for an annual internal rate of return of about 18 to 20 percent. Spread over six years, the investment in Hilton looks to have yielded about 16 percent for Blackstone. “If you look at it against target returns, it’s not amazing,” Mr. Kaplan said.

But with its commanding stake in a newly public Hilton, Blackstone has nonetheless engineered one of the most successful deals in the firm’s history.

“In dollars, a $10 billion profit is a lot of money,” Mr. Kaplan said. “Even to them.”



Treasury Urges More Federal Oversight of Insurance

The United States Treasury called on Thursday for a greater federal role in the regulation of insurance, particularly in areas like mortgage insurance, the collection and use of personal data to set prices, and the use of secretive entities known as captives to keep risks off the books of insurers.

But the Treasury’s wide-ranging report on how to strengthen regulation still leaves broad areas of the $7 trillion industry under state oversight, as it has been for the last century.

The report, which was ordered by the Dodd-Frank financial overhaul law, said it was time to stop debating which level of government should be in charge and instead build a hybrid model that would give duties to both. Michael T. McRaith, director of the Treasury’s Federal Insurance Office and a former state regulator from Illinois, was the main author.

Treasury’s findings have been awaited warily by the states, which collect substantial taxes from insurers and do not want to give up their jurisdiction over them. The insurers themselves have mixed views on state versus federal regulation.

Mr. McRaith said that the groundwork for a hybrid model had already been laid in recent years as the federal government became more active in programs for insuring against crop failures, flooding and terrorism. He said state and federal officials should build on that foundation, and recommended places to begin.

He called for the development of uniform capital requirements, better methods for winding down insolvent insurers, and tighter requirements for the soundness of reinsurance deals. He said the federal government would begin working on developing the new standards, in some cases with international bodies. In anything involving international insurance business, the federal government would take the lead, he said, and it would be the sole regulator of the mortgage insurance industry, having already handled the conservatorships of Fannie Mae and Freddie Mac.

Some of the recommended changes would have to be enacted by Congress.

The National Association of Insurance Commissioners, a group that represents state regulators, responded with a statement that said: “We are pleased the Treasury Department continues to embrace the state-based system of insurance regulation. We are in the process of analyzing the report and the recommendations.”

Members of the association already have extensive rules in the areas cited in the report. In recent years, however, a growing number of states have been taking advantage of the complexity and lack of uniformity in those rules to attract business investments and create jobs.

When a life insurer thinks its own state regulators require it to tie up too much capital in “redundant reserves,” for example, it can go to a state that allows questionable reinsurance deals that supposedly make the reserves unnecessary. States offer near-total secrecy for such arrangements.

In the past, insurers usually had to go to offshore havens like Bermuda for lighter regulations, but now many states are competing openly with Bermuda and with one another for such business, setting the stage for a regulatory race to the bottom.

Some state regulators, particularly New York’s Department of Financial Services, have expressed concern about the trend, calling it “financial alchemy” because it gives the illusion that the insurers are pulling money out of thin air.

The report said there was a need for single, uniform requirements for reinsurance and said the Treasury would begin to develop them, working with the United States trade representative.

The states have long argued that they are closer to ordinary consumers, can field complaints and so can provide the best protection. Mr. McRaith said the collapse of the American International Group during the financial crisis showed that state regulators were unable to supervise a complex global insurance conglomerate. A.I.G. ended up being bailed out by the federal government in 2008.

Mr. McRaith said the debacle showed the need for new methods of winding down insolvent insurers. Most steps of the process are governed by state laws, but in some states they do not correspond with the procedures outlined in federal bankruptcy law or international law.

Mr. McRaith also said that states needed to develop a uniform approach to settling and netting out derivatives contracts, because the current rules in some states do not match those of federal or foreign bankruptcy laws. If the discrepancies were not corrected, he said, they could promote the systemic risk that the federal rules were intended to reduce.

A Treasury official noted that in the areas where the federal government expected to expand, like mortgage insurance, the states could continue to license individual companies and collect taxes from them.



At Blackstone, a Private Equity Kingdom of a Different Sort

Wall Street financiers have occasionally been referred to as sharks or snakes. But on Thursday, one prominent firm was associated with entirely different kinds of loveable critters.

About a dozen kindergartners, and a few high-powered financiers, gathered at the Blackstone Group’s Midtown Manhattan headquarters to get up close with eight animal ambassadors from Sea World, the theme park operator that the firm took public earlier this year.

Blackstone officials invited over a class from the East Harlem Tutorial Program, a free after-school initiative run by an education nonprofit in upper Manhattan. Several Blackstone employees volunteer at the program, which is meant to help encourage underprivileged children to learn and stay in school.

The children â€" along with Stephen A. Schwarzman, Blackstone’s co-founder and chairman, and Joseph Baratta, the firm’s global head of private equity â€" sat on the floor of a Blackstone lobby. Two grandchildren of Mr. Schwarzman were also accompanied by their mother.

Among the dignitaries the group greeted included Pete and Penny, Magellanic penguins brought in from Sea World’s Orlando park. They pressed together to peer at Sophia and King, Eurasian eagle owls that hailed from Tampa, Fla., and San Diego. And they fired off question after question about Shivers and Journey, Siberian huskies from Tampa.

Told that huskies are known for pulling sleds, one boy wondered if they could also pull a certain jolly old fat man’s sleigh.

“Can they fly?” he asked. A trainer gently answered no.

“Why do they look like a cat?” another child asked.

“Why do dogs eat chickens?” another chimed in.

The children had questions about the other animals as well. One child inquired into why penguins are black and white. (Camouflage to help them hide from predators. And a boy in an oversized critter woolen hat, upon learning how well owls can hear, asked, “Can they hear even better than an ostrich?”

Thursday wasn’t the first time that live animals stopped by the investment giant’s offices. Two penguins came by in January, shaking flippers with employees of their corporate parent. But about a week ago, Sea World employees called and said that since they would be in town for media events, the animals could stop by for a visit.

The tour ended in a conference room with Buffy and Xander, 15-year-old Asian small-clawed otters with a penchant for squealing in a peculiar high-pitched voice. Though their trainers had provided the sleek aquatic mammals with a small pool, the duo instead wandered around a portion of the room, chittering to themselves.

Julie Scardina, a chipper animal ambassador from Sea World, then encouraged the children to give small gift boxes with peanuts and other small treats for the otters to unwrap.

Buffy and Xander â€" yes, named after “Buffy the Vampire Slayer” along with their absent brother, Willow â€" lustily tore into the packages, sniffing their contents and grasping the small goodies inside.

For the most part, the animals were well-behaved. As last year, the penguins left a little unsolicited present that Blackstone employees quickly cleaned up.

“It’s just another day at the office,” Mr. Schwarzman deadpanned.



Hedge Fund Inflated Value of Coal Investment and Client Fees, S.E.C. Says

GLG Partners, a division of one of the world’s biggest hedge funds, has agreed to pay almost $9 million to settle Securities and Exchange Commission charges that it overvalued its investment in Sibanthracite, a Siberian coal mining company, and in turn, inflated client fees.

The regulator has accused GLG, which is based in London and owned by the Man Group, of improperly valuing its investment in Sibanthracite and then failing to investigate when questions were raised about the inflated value. This allowed the hedge fund to pocket inflated fee revenue of $7.8 million over the course of more than two years, according to the regulator.

“Investors depend upon fund advisers to have proper controls in place to ensure that valuations and fees are not inflated,” said Antonia Chion, an associate director in the S.E.C.’s enforcement division. “GLG’s pricing committee did not have the information and time it needed to properly value assets.”

Hedge funds invest in both public companies that are valued by the stock market and private companies. As part of its internal policy for valuing private companies, GLG established an independent pricing committee to check the value of these investments on a monthly basis.

Determining the exact value of an investment is important because hedge funds typically charge their investors a yearly fee based on the total size of the fund’s assets. GLG collected a 2 percent annual fee and a 0.5 percent annual administrative fee based on the net asset value of all of its assets.

The S.E.C.’s order against GLG hinges on an investment made by Greg Coffey, a former fund manager for GLG’s Emerging Markets Growth fund, in 2007. The fund paid $210 million for a 25 percent stake in the Siberian coal mining firm with the intention of selling the stake ahead of an anticipated initial public offering.

But on March 31, 2008, GLG’s independent pricing committee approved a report stating the investment was worth $425 million, and that the increase in value was a result of a rise in coking coal prices from December 2012 to March 2013.

Mr. Coffey left the fund in April 2008. Over the course of two years, from November 2008 until the end of 2010, GLG received information and tips calling into question the value of the coal company.

At times, these tips never reached the independent pricing committee because of what the S.E.C. described as confusion among hedge fund managers, middle-office accounting personnel and senior management about who was responsible for passing on the information to the independent pricing committee.

In one documented instance, the hedge fund hired a global financial services firm in June 2010 to help it sell Sibanthracite. While this firm issued a report that stated the investment was worth $265 million â€" $160 million less than the original $425 million - this new value was not presented to GLG’s pricing committee until January 2011.

GLG has neither admitted nor denied any wrongdoing on the case. A spokeswoman for GLG said it was “pleased that this matter is resolved and remains committed to maintaining robust policies, procedures and practices in line with market conventions.”

The hedge fund has agreed to a comprehensive review by a third-party consultant. It has also agreed to pay a fine of $7.8 million, plus interest of $437,679 and penalties of $750,000. The S.E.C. has created a fund to repay investors.

Shares in the Man Group, which inherited the Sibanthracite investment when it bought GLG in 2010, fell 2.5 percent to 80.45 pence ($1.32) a share on Thursday.



A.I.G. Said to Be in Talks With New Bidder for Its Aircraft Leasing Unit

The American International Group is hoping that a change in bidders for its big aircraft leasing unit, the International Lease Finance Corporation, will finally lead to a sale.

The insurer is in discussions with AerCap, another aircraft lessor, over a potential sale of the business for about $5 billion, a person briefed on the matter said Thursday. Talks are continuing and could still fall apart, though a deal could be announced as soon as next week.

Should A.I.G. agree to a deal with AerCap, it would complete an effort to divest its aircraft leasing unit â€" popularly known as ILFC â€" that had stalled for much of the past year. Behind the sales effort is A.I.G.’s campaign to shed nonessential businesses and focus on its core insurance operations as part of its revival. Among the other divisions it has sold are two big international life insurance businesses and a consumer finance arm.

ILFC has long been considered one of A.I.G.’s top holdings. It is one of the biggest aircraft lessors in the world: The firm owned 913 planes as of Sept. 30 and had commitments to buy 338 more.

But it has long been considered a noncore business, especially given the large amounts of capital needed for its business. The company reported a $599.2 million loss for the nine months ended Sept. 30, largely because of accounting charges tied to the value of its aircraft.

Just over 12 months ago, the insurer announced that it planned a majority stake in ILFC to sell the business to a group of Chinese investors. But the consortium has struggled to put together the necessary financing, missing a mandatory payment this spring.

While A.I.G. gave the group more time, the Chinese bidders lost exclusive bargaining rights for ILFC this summer, freeing the insurer to pursue other potential buyers.

Representatives for A.I.G. and AerCap declined to comment. News of the discussions was reported earlier by Bloomberg.



Wall Street Trade Group Names New Leader

A financial industry trade group, the Securities Industry and Financial Markets Association, has named  Kenneth E. Bentsen, Jr., its president, as chief executive.

He succeeds Judd Gregg, the former Republican senator and governor from New Hampshire, who joined Sifma just this past May. After leaving the Senate in 2011, Mr. Gregg worked as an “international adviser” to Goldman Sachs.

In a statement on Thursday, Mr. Gregg said his decision to step down “reflects my personal need to spend less time commuting to Washington from New Hampshire and slowing a hectic schedule.”

Mr. Bentsen, 54, is a former investment banker in municipal and mortgage finance with Drexel Burnham Lambert and George K. Baum & Company. From 1995 to 2003, he served as a Democratic Congressman from Texas.  When in Congress, Mr. Bentsen sat on the House Financial Services Committee. Before joining Sifma in 2009, he was president of the Equipment Leasing and Finance Association. He is a nephew of Lloyd Bentsen, the Democratic nominee for vice president in 1988, who died in 2006.



Little Sympathy for Big Banks

Little Sympathy for Big Banks

It’s no fun to be a banker these days.

The Volcker Rule: Faults and Virtues Close Video See More Videos »

It is not just the increased regulation. It’s the lack of trust.

“At what point does this stop?” asked Gary Lynch, the former director of enforcement for the Securities and Exchange Commission who has gone on to jobs with many leading Wall Street firms and is now global general counsel at Bank of America. He was referring to the escalation in penalties being levied on banks, culminating in the $13 billion JPMorgan Chase was forced to pay for a series of transgressions.

Speaking at a banking industry conference last month in New York, Mr. Lynch recalled that he had been working at Morgan Stanley in London before he returned to this country in 2011 to join Bank of America. He had thought, he said, that by then â€" three years after the collapse of Lehman Brothers set off the financial crisis â€" anger at banks would have declined.

He was wrong: “It was worse.”

Bankers don’t feel very popular in Europe, either. In Germany, Jürgen Fitschen, the co-chief executive of Deutsche Bank, the largest bank in the country, is furious with Wolfgang Schäuble, the German finance minister, for saying that “banks still show great creativity in evading regulation.” That meant, he said, that it was necessary to keep pushing on new bank regulations.

“It’s irresponsible to comment in such a populist manner,” Mr. Fitschen complained.

Deutsche Bank’s latest brush with regulators sounds positively puny by JPMorgan standards. It was forced by the European Union to pay 725 million euros â€" nearly $1 billion â€" for its role in fixing and manipulating the Libor rate.

Mr. Fitschen evidently views those sins as irrelevant now, explaining that it is wrong to think “things haven’t changed since 2008 or 2009.” Actually, the Libor violations at some banks continued until at least 2011, although we don’t know whether that was true at Deutsche as well.

It was only 11 years ago that the S.E.C., outraged by accounting fraud at Xerox, levied a $10 million fine. That was a record, recalled Steve Cutler, who was the commission’s director of enforcement at the time, speaking on the same panel as Mr. Lynch at the banking conference sponsored by The Clearing House, an organization of large banks.

“We should all be concerned that there doesn’t seem to be a natural end point to how high fines could go,” said Mr. Cutler, who is now the general counsel of JPMorgan and was involved in negotiating the $13 billion settlement. “One hundred million dollars is still meaningful,” he added, in what might be labeled wishful thinking.

It may not be easy to be sympathetic to the big banks, but it is easy to understand their surprise and frustration. They have gone from being viewed as national champions â€" proof of a country’s standing in the world â€" to being seen as a potential source of national disaster. Iceland and Ireland went broke because they had to, or chose to, bail out their irresponsible banks.

That no top bankers went to jail may be proper â€" it is not a crime to make stupid mistakes, and much of what happened in the years before the financial crisis was more foolish than venal â€" but it grated to see few of them fired while those who stayed went back to collecting multimillion-dollar bonuses.

Eric H. Holder Jr., the attorney general, did not help when he said last spring that the Justice Department had to keep in mind that filing criminal charges against a large bank could “have a negative impact on the national economy, perhaps even the world economy.” He quickly backtracked, but the perception was reinforced.

It seems likely that the reaction to his first statement played a role in causing the government to demand JPMorgan pay so much money.

This week five United States regulators â€" the Federal Reserve, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Commodity Futures Trading Commission and the S.E.C. â€" jointly issued new rules on the Volcker Rule passed as part of the Dodd-Frank law in 2010.

The regulators had some choice in details, because the rule, as passed by Congress, is a contradiction in terms. It bans “proprietary trading” by banks, or trading for their own gain, but carves out exceptions for “hedging” and “market making.” Define them broadly enough, and almost nothing would remain of the rule. Define them narrowly enough and the exceptions could be meaningless.

Floyd Norris comments on finance and the economy at nytimes.com/economix.



Wall Street Trade Group Names New Leader

A financial industry trade group, the Securities Industry and Financial Markets Association, has named  Kenneth E. Bentsen, Jr., its president, as chief executive.

He succeeds Judd Gregg, the former Republican senator and governor from New Hampshire, who joined Sifma just this past May. After leaving the Senate in 2011, Mr. Gregg worked as an “international adviser” to Goldman Sachs.

In a statement on Thursday, Mr. Gregg said his decision to step down “reflects my personal need to spend less time commuting to Washington from New Hampshire and slowing a hectic schedule.”

Mr. Bentsen, 54, is a former investment banker in municipal and mortgage finance with Drexel Burnham Lambert and George K. Baum & Company. From 1995 to 2003, he served as a Democratic Congressman from Texas.  When in Congress, Mr. Bentsen sat on the House Financial Services Committee. Before joining Sifma in 2009, he was president of the Equipment Leasing and Finance Association. He is a nephew of Lloyd Bentsen, the Democratic nominee for vice president in 1988, who died in 2006.



Little Sympathy for Big Banks

Little Sympathy for Big Banks

It’s no fun to be a banker these days.

The Volcker Rule: Faults and Virtues Close Video See More Videos »

It is not just the increased regulation. It’s the lack of trust.

“At what point does this stop?” asked Gary Lynch, the former director of enforcement for the Securities and Exchange Commission who has gone on to jobs with many leading Wall Street firms and is now global general counsel at Bank of America. He was referring to the escalation in penalties being levied on banks, culminating in the $13 billion JPMorgan Chase was forced to pay for a series of transgressions.

Speaking at a banking industry conference last month in New York, Mr. Lynch recalled that he had been working at Morgan Stanley in London before he returned to this country in 2011 to join Bank of America. He had thought, he said, that by then â€" three years after the collapse of Lehman Brothers set off the financial crisis â€" anger at banks would have declined.

He was wrong: “It was worse.”

Bankers don’t feel very popular in Europe, either. In Germany, Jürgen Fitschen, the co-chief executive of Deutsche Bank, the largest bank in the country, is furious with Wolfgang Schäuble, the German finance minister, for saying that “banks still show great creativity in evading regulation.” That meant, he said, that it was necessary to keep pushing on new bank regulations.

“It’s irresponsible to comment in such a populist manner,” Mr. Fitschen complained.

Deutsche Bank’s latest brush with regulators sounds positively puny by JPMorgan standards. It was forced by the European Union to pay 725 million euros â€" nearly $1 billion â€" for its role in fixing and manipulating the Libor rate.

Mr. Fitschen evidently views those sins as irrelevant now, explaining that it is wrong to think “things haven’t changed since 2008 or 2009.” Actually, the Libor violations at some banks continued until at least 2011, although we don’t know whether that was true at Deutsche as well.

It was only 11 years ago that the S.E.C., outraged by accounting fraud at Xerox, levied a $10 million fine. That was a record, recalled Steve Cutler, who was the commission’s director of enforcement at the time, speaking on the same panel as Mr. Lynch at the banking conference sponsored by The Clearing House, an organization of large banks.

“We should all be concerned that there doesn’t seem to be a natural end point to how high fines could go,” said Mr. Cutler, who is now the general counsel of JPMorgan and was involved in negotiating the $13 billion settlement. “One hundred million dollars is still meaningful,” he added, in what might be labeled wishful thinking.

It may not be easy to be sympathetic to the big banks, but it is easy to understand their surprise and frustration. They have gone from being viewed as national champions â€" proof of a country’s standing in the world â€" to being seen as a potential source of national disaster. Iceland and Ireland went broke because they had to, or chose to, bail out their irresponsible banks.

That no top bankers went to jail may be proper â€" it is not a crime to make stupid mistakes, and much of what happened in the years before the financial crisis was more foolish than venal â€" but it grated to see few of them fired while those who stayed went back to collecting multimillion-dollar bonuses.

Eric H. Holder Jr., the attorney general, did not help when he said last spring that the Justice Department had to keep in mind that filing criminal charges against a large bank could “have a negative impact on the national economy, perhaps even the world economy.” He quickly backtracked, but the perception was reinforced.

It seems likely that the reaction to his first statement played a role in causing the government to demand JPMorgan pay so much money.

This week five United States regulators â€" the Federal Reserve, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Commodity Futures Trading Commission and the S.E.C. â€" jointly issued new rules on the Volcker Rule passed as part of the Dodd-Frank law in 2010.

The regulators had some choice in details, because the rule, as passed by Congress, is a contradiction in terms. It bans “proprietary trading” by banks, or trading for their own gain, but carves out exceptions for “hedging” and “market making.” Define them broadly enough, and almost nothing would remain of the rule. Define them narrowly enough and the exceptions could be meaningless.

Floyd Norris comments on finance and the economy at nytimes.com/economix.



Ziggo Still Has Cards to Play in Liberty Global Talks

Ziggo has opened the door to Liberty Global, the media company controlled by John Malone. A few weeks after rebuffing an approach, the Dutch cable group has confirmed takeover talks with its larger rival. Any deal would be both big and logical, since Ziggo and a unit of Liberty, UPC, dominate the local market. And Liberty already owns a dominant stake in Ziggo. Now that Ziggo has conceded a willingness to sell to Liberty, the task is to get full value from a weak position.

That won’t be easy. Liberty is prudent, patient and already in possession of a blocking stake. But it’s not all gloomy: without full ownership, synergies will suffer. And there is value in a quick deal, since blissful debt-markets won’t last forever.

The target’s shares have already priced a lot of this in. A 32.8 euro share price late on Dec. 12 gives a market value of 6.56 billion euros ($9.02 billion). Add 3.14 billion euros of debt and this equates to 10.7 times the 907 million euros of Ziggo’s likely earnings before interest, taxes and amortization next year.

For Liberty, cost savings would help somewhat. In the Netherlands, synergies may have a net present value of 1 billion euros or 5 euros a share, ABN Amro reckons. That reduces the effective Ebitda multiple to a less lofty 9.6 times.

The risk for Ziggo shareholders is that Liberty follows a playbook used in Belgium, where it was too tight-fisted to take full control of Telenet. Another possibility, which Banco Espirito Santo suggests, would be to inject Liberty’s UPC unit into Ziggo. Then, Ziggo could stay listed, with Liberty the majority owner. The merger structure would deprive Ziggo investors of a premium takeover offer, though they would share in the synergies created.

But the reality is that Liberty would get more from full ownership and is likely to be willing to pay for it. Without that, integrating businesses and driving down costs is much harder. And an agreed deal at a big premium is less likely to drag. Speed matters. Mr. Malone’s debt-heavy deals work best when capital markets are red hot. The longer talks drag, the bigger the risk that bond markets get jittery. Ziggo may feel defenseless but it can afford to play hardball.

Quentin Webb is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Ziggo Still Has Cards to Play in Liberty Global Talks

Ziggo has opened the door to Liberty Global, the media company controlled by John Malone. A few weeks after rebuffing an approach, the Dutch cable group has confirmed takeover talks with its larger rival. Any deal would be both big and logical, since Ziggo and a unit of Liberty, UPC, dominate the local market. And Liberty already owns a dominant stake in Ziggo. Now that Ziggo has conceded a willingness to sell to Liberty, the task is to get full value from a weak position.

That won’t be easy. Liberty is prudent, patient and already in possession of a blocking stake. But it’s not all gloomy: without full ownership, synergies will suffer. And there is value in a quick deal, since blissful debt-markets won’t last forever.

The target’s shares have already priced a lot of this in. A 32.8 euro share price late on Dec. 12 gives a market value of 6.56 billion euros ($9.02 billion). Add 3.14 billion euros of debt and this equates to 10.7 times the 907 million euros of Ziggo’s likely earnings before interest, taxes and amortization next year.

For Liberty, cost savings would help somewhat. In the Netherlands, synergies may have a net present value of 1 billion euros or 5 euros a share, ABN Amro reckons. That reduces the effective Ebitda multiple to a less lofty 9.6 times.

The risk for Ziggo shareholders is that Liberty follows a playbook used in Belgium, where it was too tight-fisted to take full control of Telenet. Another possibility, which Banco Espirito Santo suggests, would be to inject Liberty’s UPC unit into Ziggo. Then, Ziggo could stay listed, with Liberty the majority owner. The merger structure would deprive Ziggo investors of a premium takeover offer, though they would share in the synergies created.

But the reality is that Liberty would get more from full ownership and is likely to be willing to pay for it. Without that, integrating businesses and driving down costs is much harder. And an agreed deal at a big premium is less likely to drag. Speed matters. Mr. Malone’s debt-heavy deals work best when capital markets are red hot. The longer talks drag, the bigger the risk that bond markets get jittery. Ziggo may feel defenseless but it can afford to play hardball.

Quentin Webb is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Strong Debut for Shares of Hilton and Aramark

The hotel business is back, at least judging from Wall Street’s reaction to Hilton Worldwide’s stock on its first day of trading on Thursday.

Shares in Hilton were up more than 8 percent at midday, with the stock trading at $21.66, up $1.67.

The hotel chain is one of the largest companies to go public this year and a main player in the hospitality industry, with brands ranging from the budget Hampton Hotels to the luxury Waldorf-Astoria in Manhattan. But its strong debut probably could not have been predicted a short time ago. The company went private in a $26 billion deal with the Blackstone Group in 2007 at the height of the takeover era.

But not long afterward, the economy collapsed and the travel business along with it. Blackstone focused on cutting the company’s debt and, as the economy recovered, Hilton’s revenue recovered along with it.

Hilton priced its initial public offering on Wednesday at $20 a share, just above the midpoint of its expected range, giving Blackstone an initial paper profit of $8.5 billion.

Hilton is among a slew of companies backed by private equity firms to pursue I.P.O.’s as the private equity firms have taken advantage of the booming stock market to sell their holdings.

On Thursday, shares in another private-equity backed company, the Aramark Holdings Corporation, had a strong debut in the market. Aramark had also priced its shares at $20, but that was the low end of the expected ranged. Still, shares in the company, an operator of cafeterias and concession stands across the country, were up nearly 10 percent at midday, to $21.97.

In contrast to Hilton, whose owner intends to hold onto a significant stake in the company, Aramark’s owners â€" including the buyout arm of Goldman Sachs and the investment firms THL Partners and Warburg Pincus â€" planned to sell some of their holdings.



Prosecutor Who Oversaw Swiss Bank Case Moves to Private Practice

David B. Massey, a federal prosecutor who played a significant role in government’s sweeping investigation into insider trading in the hedge fund industry, is joining the white-collar defense firm Richards, Kibbe & Orbe. He becomes the latest government lawyer to move into private practice.

During his nine years as an assistant federal prosecutor in New York, Mr. Massey led the prosecution of the Swiss bank Wegelin & Company, which was indicted in February 2012 on charges of helping United States citizens hide more than $1.2 billion from the federal Internal Revenue Service. The private bank pleaded guilty this year to a tax evasion conspiracy charge and paid $74 million and fines and restitution.

Mr. Massey was also involved also the prosecution of the former hedge fund manager Joseph Skowron on insider trading charges. Another case involved John Kinnucan, a onetime independent research consultant who had taunted F.B.I. agents and prosecutors looking into insider trading. Mr. Kinnucan ultimately pleaded guilty and was sentenced to more than 4 years in prison for providing inside tips to a number of traders and analysts working at hedge funds and mutual funds.

Over the last several years, a number of prosecutors who played a key role in the insider trading investigation have moved to private practice, including Reed Brodsky, who went to Gibson Dunn; Andrew Z. Michaelson, who joined Boies Schiller & Flexner; and Jonathan R. Streeter, now at Dechert.

A graduate of Yale Law School in 1997, Mr. Massey joined the United States attorney’s office for the Southern District of New York in 2004, after a brief stint as a litigation associate at the law firm Davis, Polk & Wardwell. Mr. Massey said in an interview that he began thinking of returning to the private sector earlier this year. He said timing of his move worked out because he had just “wrapped up a number of things” he had worked on for several years.

One of those matters was the successful prosecution of Tyrone L. Gilliams Jr., a former Philadelphia commodities trader and hip-hop promoter convicted by a federal jury of bilking investors out of at least $5 million. In October, Mr. Gilliams, who had been a former star basketball player for the University of Pennsylvania, was sentenced to 10 years in jail.



G.M. Sells Rest of Stake in Ally Financial

General Motors announced on Thursday that it had sold the last of its holdings in Ally Financial, its onetime financing arm, through a private placement of shares for $900 million.

G.M., which declined to identify the buyer, said it expected to record a gain of $500 million in the fourth quarter on the sale of the 8.5 percent stake.

“This transaction releases capital from a noncore asset and further enhances our financial flexibility,” Daniel Ammann, G.M.’s executive vice president and chief financial officer, said in a statement. “Ally continues to play an important role in financing our dealers and customers in the United States.”

The sale allows G.M. to avoid a lockup of its shares if Ally moves forward with a long-awaited initial public offering. Such sales usually require existing stockholders to hold on to their shares for several months.

An I.P.O. would let Ally’s majority shareholder, the federal government, sell some of its 64 percent stake. The Treasury Department obtained those holdings as part of a series of bailouts, which Ally has been steadily repaying.

The timing of an I.P.O. is not clear.



Morning Agenda: JPMorgan Nears Settlement of Madoff Case

JPMorgan Chase is nearing settlements with federal authorities over its ties to Bernard L. Madoff, reaching tentative deals that would involve roughly $2 billion in penalties and a rare criminal action, Jessica Silver-Greenberg and Ben Protess report in DealBook. The government plans to use a sizable portion of the money to compensate Mr. Madoff’s victims, according to DealBook.

The settlements, coming together on the five-year anniversary of Mr. Madoff’s arrest, would fault JPMorgan for turning a blind eye to his huge Ponzi scheme, according to people briefed on the case who were not authorized to speak publicly. “A settlement with federal prosecutors in Manhattan, the people said, would include a so-called deferred-prosecution agreement and more than $1 billion in penalties to resolve the criminal case. The rest of the fines would be imposed by Washington regulators investigating broader gaps in the bank’s money-laundering safeguards,” Ms. Silver-Greenberg and Mr. Protess report.

“The agreement to deferred prosecution would also list the bank’s criminal violations in a court filing but stop short of an indictment as long as JPMorgan pays the penalties and acknowledges the facts of the government’s case. In the negotiations, the prosecutors discussed the idea of extracting a guilty plea from JPMorgan, the people said, but ultimately chose the steep fine and deferred-prosecution agreement, which could come by the end of the year.

“Until now, no big Wall Street bank has ever been subjected to such an agreement, which is typically deployed only when misconduct is severe. JPMorgan, the authorities suspect, continued to serve as Mr. Madoff’s primary bank even as questions mounted about his operation, with one bank executive acknowledging before the arrest that Mr. Madoff’s ‘Oz-like signals’ were ‘too difficult to ignore,’ according to a private lawsuit.”

JPMorgan declined to comment, and no one at the bank has been accused of wrongdoing. The bank has repeatedly said that “all personnel acted in good faith” in the Madoff matter.

HILTON SET TO BEGIN TRADING  | Hilton Worldwide, which went private in a $26 billion deal with the Blackstone Group, is now set to become one of the largest companies to go public this year, DealBook’s Michael J. de la Merced reports. The company priced its initial public offering on Wednesday at $20 a share, just above the midpoint of its expected range, achieving an equity value of about $19.7 billion. Hilton raised nearly $2.4 billion from the sale of 117.6 million shares after raising the size of the offering by about 4 percent from its original estimate.

Blackstone, for its part, will have an initial paper profit of $8.5 billion. The private equity firm focused on turning around Hilton after the hotel company initially began to struggle after its sale. Such has been Hilton’s success that Blackstone is not selling any of its holdings in the I.P.O., retaining a stake of about 76 percent. Blackstone is the latest private equity firm to sell its holdings into a booming stock market.

REASSURANCES ON ‘TOO BIG TO FAIL’ WITH LITTLE MEANING  |  “This summer, President Obama’s new Treasury secretary, Jacob J. Lew, offered a financial reform litmus test: By the end of 2013, could we say with a straight face that we have solved the ‘too big to fail’ problem?” Jesse Eisinger of ProPublica writes in his column for DealBook, The Trade. “Last week, Mr. Lew gave a sweeping overview of the efforts to overhaul financial regulation. It was the talk of a man who has been practicing his straight face in the mirror.”

“To judge by his performance, one technique for remaining stone-faced is to recite platitudes. Mr. Lew told the attendees: ‘Going forward, we cannot be afraid to ask tough questions, with an open mind and without preconceived judgments.’ That requires that ‘we must remain vigilant as emerging threats appear on the horizon.’ He reassured us that ‘we have made tough choices, and very significant progress toward reforming our financial system.’ This is not the stuff of persuasion.”

ON THE AGENDA  | Hilton Worldwide and Aramark are expected to debut on the New York Stock Exchange. Chris Nassetta, the chief executive of Hilton, is on Bloomberg TV at 10:20 a.m., while Eric Foss, the chief executive of Aramark, is on Bloomberg TV at 10:30 a.m. Data on retail sales in November is released at 8:30 a.m.

FACEBOOK TO JOIN S.&P. 500  | Facebook is taking its place among influential American firms, joining the Standard & Poor’s 500-stock index at the end of next week. Shares of the social media giant jumped almost 4 percent in after-hours trading on Wednesday on the news, DealBook’s Rachel Abrams reports. The move becomes official at the close of trading on Dec. 20. “We view Facebook as a leading company from a leading industry, and we find that it’s very representative of the technology sector,” a spokesman for S.&P., Dave Guarino, said. “So it’s a good fit for the S.&P. 500.”

Mergers & Acquisitions »

Malone’s Liberty in Takeover Talks With Dutch Cable Provider  |  Liberty Global, the media company controlled by John C. Malone, is in discussions to buy Ziggo, a Dutch cable operator with a market value of $9.1 billion. DealBook »

Centerbridge Partners Is Said to Offer to Buy LightSquared  |  The Wall Street Journal reports: “Private equity firm Centerbridge Partners LP reached a tentative deal to buy LightSquared Inc. out of bankruptcy proceedings, said people familiar with the matter, potentially upstaging a bid by Dish Network Corp. to take over the wireless-telecommunications firm.” WALL STREET JOURNAL

Judge Allows LightSquared Suit to Go Forward  |  A federal bankruptcy judge has ruled that LightSquared can proceed with most of its claims against Charles W. Ergen and his satellite television company, Dish Network, Law 360 reports. DealBook »

Morgan Stanley Is Said to Seek Buyer for Oil Terminal Business  |  Reuters reports: “Morgan Stanley has launched a formal effort to sell its controlling stake in U.S. oil terminal and transport business TransMontaigne, four sources said on Wednesday, following other Wall Street powerhouses in yielding to intense regulatory pressure to get out of commodity investments.” REUTERS

Pritzker Group Buys Milestone AV Technologies  |  The private capital arm of the Pritzker Group announced on Thursday that it bought Milestone AV Technologies, a designer of audio-visual products, from the Duchossois Group, which will continue to have a stake in the business. The price was not disclosed. PRITZKER GROUP

Canadian Utility Buys UNS Energy of Arizona for $2.5 Billion  |  Fortis, the biggest gas and electricity distribution utility in Canada, agreed to buy the UNS Energy Corporation, at a 31 percent premium over the stock’s closing price on Wednesday. DealBook »

INVESTMENT BANKING »

JPMorgan Chase to Spend $250 Million on Jobs Skills Initiative  |  The five-year initiative will focus on filling the skills gaps in some of the largest United States and European job markets, including New York, Chicago, Los Angeles and London. DealBook »

Wall Street’s Washington Problem  |  Politico reports: “At both ends of the political spectrum, the titans of American finance today find themselves alienated from politics to a surprising degree.” POLITICO

Citigroup Names New Board Member  |  Duncan P. Hennes, a former Bankers Trust and Soros Fund executive and a co-founder of the Promontory Financial Group, will join the board as an independent director. DealBook »

Barclays to End Sponsorship of London Bike ProgramBarclays to End Sponsorship of London Bike Program  |  The British bank Barclays is ending its sponsorship in 2015 of a bike-rental program in London that inspired a similar bike-sharing program â€" Citi Bike â€" in New York. DealBook »

PRIVATE EQUITY »

Goldman to Lend $120 Million to Firm Backed by Warburg  |  The Chinese warehouse developer e-Shang, which was established by the private equity firm Warburg Pincus and two entrepreneurs, said on Thursday that Goldman Sachs had agreed to provide a $120 million loan in advance of an initial public offering. REUTERS

A Happy Hour for Private Equity  |  A back-of-the-envelope calculation suggests that a sale of the South Korean brewer Oriental Brewery could earn Kohlberg Kravis Roberts a 34 percent annualized return, Una Galani writes for Reuters Breakingviews. REUTERS BREAKINGVIEWS

HEDGE FUNDS »

Manchester United Faces Doubter in the MarketManchester United Faces Doubter in the Market  |  The British hedge fund manager Crispin Odey is making a multimillion-dollar bet that the soccer club’s New York-listed shares will fall. DealBook »

I.P.O./OFFERINGS »

Moncler Prices I.P.O. at Top of RangeMoncler Prices I.P.O. at Top of Range  |  The Italian designer of luxury winter jackets is set to raise $938.8 million in its initial public offering, which was heavily oversubscribed. DealBook »

Shares in Chinese ‘Bad Bank’ Surge in Hong Kong Debut  |  Shares in state-run China Cinda Asset Management, which buys deadbeat loans from Chinese banks, rose as much as 33 percent on their trading debut in Hong Kong on Thursday morning after its $2.5 billion listing. DealBook »

Aramark Prices Its I.P.O. at $20, Low End of Range  |  Aramark, the big food services company, priced its initial public offering on Wednesday at $20 a share, the low end of its expected range. DealBook »

VENTURE CAPITAL »

TrueCar Raises $30 Million From Paul Allen’s Firm  |  TrueCar plans to announce on Thursday that it has raised $30 million from Vulcan Capital, the firm that manages the fortune of the billionaire Paul G. Allen. DealBook »

Coinbase, a Bitcoin Start-Up, Raises $25 Million  |  Andreessen Horowitz led a $25 million financing round in Coinbase, which lets owners of Bitcoin store the virtual currency and buy and sell it, AllThingsD reports. ALLTHINGSD

Shopify Raises $100 Million in Third Round of Financing  |  Shopify plans to announce on Thursday that it has raised $100 million in a Series C round of financing, led by the venture capital arm of the Canadian pension fund OMERS and the investment firm Insight Venture Partners. DealBook »

Bitcoin Believers See a Role for Wall StreetBitcoin Believers See a Role for Wall Street  |  A discussion of Bitcoin’s potential by some of the digital currency’s strongest advocates. DealBook »

LEGAL/REGULATORY »

White House Favors Fischer for No. 2 at the Fed  |  The New York Times reports: “Stanley Fischer, the former governor of the Bank of Israel and a mentor to the Federal Reserve’s chairman, Ben S. Bernanke, is the leading candidate to become vice chairman of the Fed, according to former and current administration officials.” NEW YORK TIMES

Former Banker at Morgan Stanley in Hong Kong Ordered to Pay Restitution  |  A court in Hong Kong on Thursday imposed the $3 million penalty on Du Jun, who is already serving a jail term for insider trading. DealBook »

R.B.S. to Pay $100 Million to Settle Inquiries Into Violations of SanctionsR.B.S. to Pay $100 Million to Settle Inquiries Into Violations of Sanctions  |  The Royal Bank of Scotland is settling civil investigations over banking transactions involving customers from Iran, Sudan and other nations subject to international sanctions. DealBook »

In Ireland, Hardships Linger  |  “International investors have been impressed with Ireland’s ability to improve its finances,” The New York Times writes. “But the rigor required to get there has been painful.” NEW YORK TIMES



Venture Capital Bets Big on Bitcoin

Silicon Valley’s bets on the digital currency Bitcoin keep getting bigger.

A San Francisco company, Coinbase, announced on Thursday that it had raised $25 million from some prominent venture capitalists in the largest ever fund-raising round for a Bitcoin company.

Since its founding a little over a year ago, Coinbase has developed a reputation as one of the most reliable players in the often chaotic world of virtual currencies.

The company enables merchants to accept digital money for ordinary purchases, and allows customers to trade Bitcoins and hold them in online wallets. Coinbase hosts 600,000 online wallets, up from 200,000 in August.

The investors behind Coinbase include some of the biggest names in venture capital, like Union Square Ventures and Andreessen Horowitz , which is investing in Coinbase for the first time in the current series B round.

Chris Dixon, a partner at Andreessen Horowitz , is joining the Coinbase board. He used the announcement to extol the possibilities of Bitcoin.

“The designers of the web built placeholders for a system that moved money, but never successfully completed it,” Mr Dixon said. “Bitcoin is the first plausible proposal for an economic protocol for the internet.”

Coinbase said it planned to use the money to expand its staff and “promote the mainstream adoption of Bitcoin.”

The company added that the world was “nearing a tipping point for broad adoption of Bitcoin â€" what we at Coinbase believe to be one of the most important shifts in the global economy in our lifetime.”

Bitcoin, created by anonymous programmers in 2009, is a digital currency produced by a network of users who solve complex mathematical problems â€" a method known as “mining.” The open-source program that created it determined that only 21 million coins would ever be created, leading to a speculative boom that has pushed the price of single Bitcoin to more than $1,00 recently from around $200 at the beginning of November.

Fraud has accompanied this surge in price, but the Bitcoin concept has been viewed as a potentially revolutionary way to move money around the world.



Sumitomo Mitsui in $1.1 Billion Deal for U.S. Rail Car Leasing Business

Perella Weinberg Partners said on Thursday that it had sold its Chicago-based rail car leasing business to Sumitomo Mitsui Banking Corporation of Japan in a deal valued at $1.1 billion.

The business, Flagship Rail Services, has a fleet of 15,000 rail cars that transport steel, oil, agriculture products and other commodities and consumer goods. By number of rail cars, it is the ninth-largest lessor in North America.  

Formerly owned by American International Group, the business was acquired by a unit of Perella Weinberg, Perella Weinberg Partners Asset Based Value Strategy, for $600 million in 2011. (The proceeds of the 2011 sale went toward paying back the federal government bailout of the insurance company.)

The Japanese financial giant, meanwhile, has been expanding its leasing business abroad. Last year, it lead a consortium that acquired the Royal Bank of Scotland’s aircraft leasing business for $7.3 billion.

Perella Weinberg Partners Asset Based Value Strategy manages more than $2.2 billion in equity capital through a number of different investment vehicles.

Macquarie Capital, Perella Weinberg Partners and Wells Fargo Securities advised the Perella Weinberg unit, while Kramer Levin Naftalis & Frankel served as legal advisers.



Malone’s Liberty in Takeover Talks With Dutch Cable Provider

LONDON â€" Liberty Global, the media company controlled by John C. Malone, is in talks to buy the Dutch cable operator Ziggo, the European company said in a brief statement on Thursday.

The announcement comes after Ziggo, the largest provider of cable television services in the Netherlands, rejected a previous approach in October from Liberty Global, which already has operations across Europe.

The Dutch company had said the initial offer had been “inadequate,” but did not disclose the financial terms.

“Further announcements will be made if and when relevant,” Ziggo said in a short statement on Thursday. “There is no certainty that any agreement can be reached or that any offer will ultimately be made. ”

Any potential deal would be the latest in a string of acquisitions in the European telecommunications and cable industry.

Liberty Global, which owns the second largest cable operator in Germany, bought the British cable operator Virgin Media for $16 billion earlier this year, while the British cellphone company Vodafone also acquired the German cable firm Kabel Deutschland for around $10 billion.

The disclosure that Ziggo is in discussions with Liberty Global over a potential deal led the company’s share price to rise by almost 7 percent in morning trading in Amsterdam on Thursday. The Dutch cable operator currently has a market value of 6.6 billion euros, or $9.1 billion.

Liberty Global already owns UPC Netherlands, the country’s second largest operator, and the company may face regulatory issues if it acquires Ziggo and its more than 2 million domestic customers.

The Dutch cable operator was previously owned by a consortium of private equity firms, including Warburg Pincus and Cinven, and became a public company last year through an initial public offer in 2012 that raised almost $1 billion.

Representatives for Liberty Global and Ziggo declined to comment on Thursday.



TrueCar Raises $30 Million From Paul Allen’s Firm

Last year, TrueCar nearly fell victim to its own success, as automotive dealers rebelled against the cocky start-up, which showed the lowest prices for cars. Only a big shift in positioning and a full-scale charm offensive saved the company.

Now it is poised to grow even bigger than before.

TrueCar plans to announce on Thursday that it has raised $30 million from Vulcan Capital, the firm that manages the fortune of the billionaire Paul G. Allen. The financing will add to the more than $200 million that the company has raised since its founding in 2005.

“Paul Allen is an icon both in the technology and investment communities,” Scott Painter, TrueCar’s founder and chief executive, said in an interview by phone. “It certainly means a lot to us.”

It followed efforts by Mr. Painter to look for new financing more than three months ago. After sitting down with about five or six potential investors, Mr. Painter eventually decided upon Vulcan as its latest backer, joining the likes of Anthem Venture Partners, Capricorn, Allen & Company and USAA.

As part of the investment, the head of Vulcan’s new growth equity initiative, Abhishek Agrawal, will join the company’s board. It is the fourth investment from the program and its Palo Alto, Calif., headquarters, joining Gilt Groupe, the software services provider Zuora and the Indian ecommerce site Flipkart.

The new financing is intended to help TrueCar as it continues to expand its offerings on car sales. The company already lists the lowest price for new and used models, often shaving thousands of dollars off the manufacturer’s suggested retail price.

By TrueCar’s reckoning, it now accounts for about 2.3 percent of all new car sales in the country.

Mr. Painter says the goal is to continue providing transparency in the sales process, suggesting that areas like leasing and trade-ins could prove ripe for innovation. Mobile apps are also an important focus.

Its ultimate goal is to amass the biggest possible treasure trove of data on car sales.

“What they’re doing is truly transformative,” Mr. Agrawal said. “They’re creating a market that really benefits both sides.”

But TrueCar’s market almost cratered last year. Mr. Painter recalled that the company began television advertising in late 2011 with an aggressive campaign emphasizing its ability to help customers get the lowest prices. That prompted a rebellion from dealers, many of whom already use sales as a loss leader for repair and maintenance services, who began boycotting the company.

“It was well publicized that we took on big losses, and people questioned whether we would survive,” he said. “We had a decision: Do we go to war, or do we go for peace?”

Mr. Painter chose peace. After months of studying its options, TrueCar changed its core message to “never overpay” and emphasized informing both buyers and dealers. The company’s new pitch was that informed customers who used its services walked into a dealership ready to buy.

Now the start-up operates in all 50 states, having signed up roughly 7,000 dealer partners.

“If we’re going to be a significant contribute to how cars are bought and sold in the future, then we have to have a sustainable model,” Mr. Painter said.

He added that while the company planned to continue growing, that plan did not currently include going public. Mr. Painter said that while the company did business with several investment banks, he flatly denied working on an initial public offering.

“It’s a great assumption,” he said. “There’s nothing to it. It’s not something we’re thinking about.”



Ex-Banker at Morgan Stanley in Hong Kong Ordered To Pay Restitution to Investors

HONG KONG-A Hong Kong court on Thursday ordered a former Morgan Stanley banker who was jailed for insider dealing to pay civil compensation of about $3 million to nearly 300 investors.

Du Jun, a former managing director at Morgan Stanley in Hong Kong, is serving a six-year jail term after he was convicted in a landmark case in 2009 of 10 counts of insider dealing in the shares of Citic Resources Holdings, a state-owned Chinese oil and coal producer.

Mr. Du’s case is Hong Kong’s biggest insider trading conviction since the behavior was criminalized in 2003. He was found to have bought more than $10 million worth of shares in Citic Resources from February to April 2007, when he was part of a team of Morgan Stanley bankers that was advising the company on a major purchase of oil field assets.

In the criminal case, Mr. Du was originally sentenced to seven years in prison and fined 23.3 million Hong Kong dollars, or $3 million at the current exchange rate. An appeals court in September 2012 reduced the jail term to six years and lowered the fine to 1.7 million dollars, or $219,000.

The new order against Mr. Du came in response to a separate civil action that had been filed by Hong Kong’s Securities and Futures Commission, but which had been delayed while the criminal case and appeal made their way through the courts.

In a ruling in Hong Kong’s Court of First Instance, Justice Peter Ng on Thursday ordered Mr. Du to pay compensation of 23.9 million dollars, or $3.1 million, to 297 investors. The payment is restoration for the investors from whom Mr. Du originally acquired his shares in Citic Resources.

‘‘The 297 investors had no means to detect they were dealing with Du, who was engaged in illegal insider dealing,’’ Mark R. Steward, executive director of enforcement at the securities commission, said in a statement. ‘‘If they had known, they would not have sold their shares to him and certainly not at the same price.’’

‘‘Above all, this case sends a clear message that the consequences of wrongdoing, including the costs of restoration or remediation, should be met by wrongdoers and not be borne by innocent investors or the market,’’ Mr. Steward said.

Mr. Du’s lawyers at the firm Chong & Partners could not immediately be reached for comment.

Although a civil offense, insider trading was considerably more common in Hong Kong before new legislation that took effect in 2003 criminalized the practice, and securities laws in the territory have become increasingly stringent since.

Last year, the securities regulator proposed making investment banks criminally liable for the accuracy of the information in listing documents published by companies they are helping bring to market. Those measures sparked fears the regulator was on a mission to put bankers in jail, which the S.F.C. denied was the case.