Total Pageviews

Icahn Interview on eBay Settlement

It’s not every day that you hear the billionaire activist investor Carl C. Icahn utter the statement, “it’s better to have peace than war.”

It’s particularly incongruous in the context of his fight against the board of eBay, the $70 billion e-commerce company which was one of the most public and acrimonious activist campaigns of 2014.

But during an interview with Mr. Icahn, the billionaire corporate rabble rouser, who has built up his $20 billion wealth by making a business of pressuring some of America’s biggest companies to bend to his demands, appeared to have toned down his usual aggressive stance.

Over recent months Mr. Icahn has taken to social media and television to criticize eBay, ratcheting up pressure on its board of directors . On Thursday, eBay announced it had reached an agreement with Mr. Icahn to settle the bitter fight.

The apparent sudden change of heart came after a series of meetings he had with eBay chief executive John Donahoe over the weekend, according to Mr. Icahn. “We really did talk a lot,” he said.

In a twist, the tête-à-têtes were set up by Jimmy Lee, the vice chairman of JP Morgan. Mr. Lee and the activist investor had rumbled during Mr. Icahn’s earlier battle against Dell, when Mr. Lee was part of a special committee of bankers hired by Dell to advise on the management buyout that Mr. Icahn was at first diametrically opposed to.

Mr. Icahn recalled his activist campaign against Forest Laboratories, which followed a similar sequence of events to his fight with eBay. After buying a stake in the struggling drug maker in 2009, Mr. Icahn attacked Forest’s management and mounted a proxy contest, before eventually getting his own way.

His investment in Forest proved to be a savvy bet when, earlier this year, it was sold to Actavis for $25 billion in cash and stock.

But some have viewed his settlement with eBay as an unusual concession: Mr. Icahn has agreed to withdraw his bid for two seats on the board of eBay and not to make demands to spin out its PayPal unit.

“I don’t look at it that way- I think there’s a little bit of a hidden value in this. I think the thing that we got was this confidentiality agreement and the good guy on the board,” he said. The new director is David W. Dorman, the former chief executive of AT&T.

“It just means that we can be involved and talk to these guys, and it’s really important to be involved,” Mr. Icahn said, citing a similar agreement with Forest.

He has cast the settlement with eBay as a positive development for the cause of activist investors like himself - the guys who buy up large stakes in companies and agitate for changes to the business.

“I think it’s a good move for activism - it’s another one where I think you have to get ownership of management,” he said.



A Private Equity Titan With a Narrow Focus and Broad Aims

One of the best-performing private equity firms of the last 15 years doesn’t have a big name like K.K.R., Blackstone or TPG.

But Vista Equity Partners, a firm with $8 billion under management that deals exclusively in the unglamorous business of enterprise software, has managed to beat the titans of private equity at their own game.

Much of Vista’s success can be traced to the unconventional tactics of its hands-on chief executive, Robert F. Smith, who has delivered investors a staggering 31 percent average annual rate of return since co-founding Vista in 2000.

Preqin, a consulting firm that tracks the industry, reports that Vista’s third fund returned $2.46 for every dollar invested, better than every other big fund raised between 2006 and 2010, the boom years for private equity.

The firm has acquired more than 110 companies and never lost money on an investment, according to people familiar with its performance.

Demand to invest in Vista’s newest fund is so strong that Mr. Smith may raise $5 billion instead of the intended $3.5 billion. Yet despite Vista’s impeccable track record, Mr. Smith, one of the few black private equity titans, says he has faced an uphill battle to get some investors on board. At times, he has felt the unspoken pressure to work twice as hard to get half the respect of his peers, especially in the clubby world of private equity. The issue, he believes after decades in finance, is his race.

“I still see it when I raise funds,” he said in his first extended interview since Vista was launched. “I know that’s the reason certain limited partners don’t back us.”

Mr. Smith’s rise â€" from newly desegregated Colorado classrooms to the top of private equity rankings â€" is a little-known Wall Street success story, shaped by epochal changes in civil rights, technology and finance. And his success, in spite of long odds, has inspired him to take a counterintuitive approach to managing investments and hiring.

Instead of stripping out costs from the companies it acquires, Vista usually adds sales and engineering talent. And instead of searching for candidates with Ivy League degrees and prestigious internships, Vista looks for workers who have leadership potential and innate analytical abilities.

Using a personality test first developed by IBM that gauges technical and social skills, as well as a candidate’s interest in the arts and humanities, Vista assembles a decidedly unusual work force. Last year, the firm used the test to pare down more than 125,000 job applicants and offered just 6,000 jobs, often to unlikely candidates.

One of Vista’s best software salesmen used to be a roofer. Another previously worked at a Verizon store, and went to making $240,000 a year, from $22,000. In Iowa, a pizza deliveryman took the Vista aptitude test, got an A, and was offered a job paying $43,000 annually.

Not only are many of these workers less expensive than their better-credentialed peers, but to Mr. Smith, they are often more driven to succeed. And employing them, he believes, provides a social good.

“We find those kind of people and put them to highly productive use for decades,” Mr. Smith said.

Vista says turnover at its companies is the lowest in the software business. After Vista acquires companies, Mr. Smith says, they release more reliable software more frequently, customer satisfaction rises and profitability improves. And most Vista companies have 25 percent to 60 percent margins, he adds.

And while many buyout shops strive for diverse portfolios, owning everything from energy companies to theme parks, Vista is content to specialize in software, and focus on a diverse work force. Black, Hispanic and Asian men and women occupy leadership roles across the firm and its portfolio companies.

It is all part of Mr. Smith’s push to repair the damaged reputation of his industry.

“Everyone thinks that private equity is very transactional: Buy a company, do some financial engineering, and sell it,” he said. “We’re looking to transform the culture of that company, transform the way they think about themselves and the industry they serve.”

What Vista is doing is also very profitable.

“Right now our returns are better than Warren Buffett’s,” said Mr. Smith, 51, without going into specifics because Vista was in the process of raising money for its next fund.

But when many people meet Mr. Smith for the first time, they find not a brash money manager, but an effusive intellectual with a passion for engineering.

Bill Haack, founder of Zywave, first encountered Mr. Smith in 2008. Vista wanted to buy his firm, which provided insurance software. They met over dinner in San Francisco. Instead of discussing revenue projections, however, Mr. Smith wanted to talk science.

“He started talking about quantum mechanics,” Mr. Haack remembered. “And everything he said made sense.”

Mr. Smith, who favors three-piece suits and exudes a Clintonian charm, quickly won over Mr. Haack, who agreed to sell his company the next day.

Mr. Smith discovered his passion for enterprise software when he joined Goldman Sachs’s technology team in San Francisco in 1996. He advised Apple on its decision to bring back its co-founder, Steven P. Jobs, as chief executive; helped orchestrate Hewlett-Packard’s spinoff of Agilent; and worked with clients including Microsoft, Yahoo and eBay.

But instead of being seduced by hardware makers and consumer Internet companies, Mr. Smith grew intrigued with enterprise software companies like Oracle. And after years of counseling executives, Mr. Smith longed to strike out on his own.

“Robert wanted to be making those decisions, not advising people,” said Gene Sykes, Goldman’s co-head of global mergers and acquisitions, and an early mentor. In 1999, Mr. Smith left Goldman to help found Vista.

It was not his first leap of faith. Growing up in a mostly black, middle-class neighborhood in Denver, he was ambitious from an early age. Some of his pluck came from his parents, both of whom had Ph.D.s in education; some came from being one of two African-Americans in his recently integrated school.

When he was an infant, his mother carried him at the March on Washington, where the Rev. Dr. Martin Luther King Jr. delivered his “I Have a Dream” speech. Seven years later, his uncle was slain in a racially motivated killing.

In high school, he applied for an internship at Bell Labs but was told the program was intended for college students. Mr. Smith persisted, calling every day. When a student from M.I.T. did not show up, he got the position, and that summer he developed a reliability test for semiconductors.

Mr. Smith studied chemical engineering at Cornell, then took a job at Kraft General Foods, where he earned two patents. Not satisfied with climbing the corporate ladder, he went to Columbia for a business degree.

Despite an initial distaste for investment bankers, he was persuaded to join Goldman Sachs, drawn to high-stakes mergers and acquisitions. Before long, he was in Silicon Valley, discovering enterprise software. Today, Vista companies sell software that makes oil wells more efficient, nuclear power plants more reliable and blood tests more accurate.

Wealth allows Mr. Smith to support an unusual cross section of philanthropic causes.

During his youth his family vacationed at Lincoln Hills, a 300-acre retreat outside Denver frequented by black jazz musicians like Duke Ellington. Decades later Mr. Smith returned on a fly-fishing trip and found it in disrepair.

He bought the property, restored it and now uses it to host both underprivileged schoolchildren, and entertainers like Maceo Parker, Angie Stone and Jamie Foxx. Mr. Smith and Mr. Foxx are friends and spend vacations together riding horses, skeet shooting and fly-fishing.

In Austin, Tex., where he lives, and Chicago, where Vista has an office, he has founded programs to support music education and minority entrepreneurship. One such initiative is sponsorship of competitions to discover talented young violinists.

Despite his egalitarian streak, Mr. Smith is also every bit a private equity chieftain. He opposes increasing taxes on carried interest â€" the profits from private equity investments â€" and he believes the best way to lift up the poor is to create jobs.

Yet, despite being in the company of some of Wall Street’s most successful entrepreneurs, Mr. Smith feels he has few obvious peers.

“The biggest challenge I’ve faced is a degree of loneliness,” he said. “Who is out there like me that I know?”



Federal Regulators Advise Banks to Protect Their Systems From Internet Security Flaw

Federal regulators are advising banks to take steps to protect their systems from the Heartbleed Internet security flaw that could put sensitive customer information at risk.

A group of regulators, including the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency, said that banks should upgrade their systems to protect customer information.

Heartbleed is a flaw in a security measure used on many on-line banking and retail websites. This measure, called OpenSSL, encrypts data to keep it safe from intruders trying to steal confidential information such as bank routing or credit card numbers.

In an unusual alert issued late Thursday, the regulators said banks should apply so-called patches to fix the problem and then “strongly consider requiring” users and administrators of their banking site to change their passwords.

“Financial institutions should operate with the assumption that encryption keys used on vulnerable servers are no longer viable for protecting sensitive information,’’ the alert said.

The regulators, acting as member of the Federal Financial Institutions Examination Council, also warned that  Heartbleed could be exploited to infiltrate the banks themselves. “Attackers could potentially impersonate bank services or users, steal login credentials, access sensitive email or gain access to internal networks.”

The problem was first discovered by a team security experts and researchers last week and disclosed on Monday. By Tuesday, a number of large websites, including Yahoo, Facebook, Google and Amazon Web Services, said they were fixing the problem or had already fixed it. The banking regulators said the Heartbleed vulnerability has existed since Dec. 31, 2011.

The alert by the banking regulators did not say whether Heartbleed breaches had occurred at any financial institutions.



A Delaware Court Flexes a Never Tested Muscle


The Delaware Court of Chancery, known as the nation’s business court,  has now done something it had apparently never done before in its 222 years â€" issue an arrest warrant.

The warrant is for Huey Shen Wu of Newark, Del., who has been accused by his former employer of using trade secrets he learned while working on its trademark Gore-Tex polymer fabrics.

His former employer, W.L. Gore & Associates, brought the lawsuit in the court, which attracts numerous companies that incorporated in the state.  The chancery  judges, without juries, sort out civil business disputes.

A warrant from the court is an unusual, if not unprecedented, event, said Kenneth Lagowski, a chancery office administrator for 29 years. He said there were no records of another arrest warrant being issued in the chancery’s long history.

Wilmington-based court Vice Chancellor Donald Parsons Jr., took earlier this week after Mr. Wu failed to comply with earlier court orders and requests for court appearances, Mr. Lagowski said.

Mr. Wu faced contempt of court charges, and a possible jail sentence for failing to comply with an order to surrender his United States passport as well as foreign travel documents. Mr. Lagowski said there had been no response so far to the warrant. Mr. Wu, who is from Taiwan, could have fled the country, leaving the warrant enforcement up to Taiwanese authorities.

In March, Mr. Wu wrote, in response to a motion seeking sanctions against him, that he was bankrupt and could not afford a lawyer. He also denied the Gore company’s allegations, filed initially in a lawsuit after he left the company in 2004, that he had “engaged in an extensive and fraudulent campaign to misappropriate Gore trade secrets and steal Gore property, data and files.”

Two years later, Gore won a court order barring Mr. Wu from working in the polymer field until early 2016. Then in 2012, Gore filed a new lawsuit alleging that Mr. Wu was violating the order, working under the name of “Samuel Wu,” and had set up companies in Taiwan and China to research and develop polymer clothing that would compete with Gore products.

According to Gore, Mr. Wu was marketing his products on the Internet, and boasted to Chinese television that he was earning nearly $100 million annually from his efforts.

While the chancery court seldom attracts the spotlight, it recently drew attention when it failed to win a United States Supreme Court review of a ruling that barred it from allowing judges to decide arbitration cases in private. Delaware began the program in 2009 to compete with private arbitration forums. Two years ago, a group claiming that the program was unconstitutional won a ruling ending the closed-door forum. And its effort to have the Supreme Court reopen the secret proceedings was denied last month.

 



Icahn’s Feud With eBay Generated Noise, but Slight Bump for Shares

In his monthslong battle with eBay, Carl C. Icahn accused the online commerce site of failing to generate bigger returns for shareholders.

But the feud itself appears to have done little for the company’s shares.

Since the day before eBay announced that Mr. Icahn had acquired a stake and planned to nominate two directors for the board, the company’s stock has risen about 2 percent. (It was down about 3 percent for the day by Thursday afternoon, after Mr. Icahn and eBay announced a settlement that added an independent director, David W. Dorman, a former chief executive at AT&T.)

To be fair, eBay’s performance during that period exceeded those of the three major stock indexes, the Dow Jones industrial average, the Nasdaq composite index and the Standard & Poor’s 500-stock index.

It’s not quite clear what Mr. Icahn paid for his shares, making it difficult to calculate whether he has made a profit on his bet. In eBay’s announcement on Jan. 22, the company said that the activist investor had an economic interest of about 0.82 percent, including both shares and derivatives.

In a subsequent regulatory filing, Mr. Icahn said that his firm controlled about 2.15 percent of eBay’s shares.

But in an interview with CNBC on Thursday, Mr. Icahn â€" who presented the settlement as a “win-win” for shareholders on Twitter â€" said that he saw great value in eBay, suggesting that he planned to hold the stock for some time.

“I think this company has tremendous potential,” he said.



Icahn May Someday Win, and eBay Will Spin Off PayPal

Carl C. Icahn has lost the battle of bluster at eBay. The activist investor is quitting his proxy fight now that the company is appointing one new director and agreeing to talk to him. Considering that Mr. Icahn had “never seen worse governance” and was broadly right about the benefits of eBay separating its PayPal unit, that’s a retreat. But he may yet win the war.

Mr. Icahn went in hard, pulling no punches with his allegations of conflicts of interest on the part of some eBay board members. One was Mark Andreessen, whose venture capital firm’s participation in the $2.75 billion buyout of Skype from eBay carried the tang of conflict â€" although the company and Mr. Andreessen said that such matters were handled appropriately.

More important, Mr. Icahn’s push for a spinoff of PayPal makes financial sense, as Breakingviews has argued over the years. Though some of the online payment unit’s new customers come via eBay’s auction business, an increasing majority originates from outside its walls. Separating the two â€" perhaps partially to begin with â€" could boost PayPal’s growth prospects and its value.

The company came out swinging, too. Pierre Omidyar, eBay’s founder and holder of a stake almost four times larger than Mr. Icahn’s 2 percent, said the advocate’s attacks were misleading. The company pointed to PayPal’s 40-fold growth in mobile payments over the past three years as evidence that eBay’s ownership helped rather than hindered the business.

Mr. Andreessen also counterattacked almost daily on Twitter. In one instance, he pointed out that in connection with a different situation Mr. Icahn had said conflicts of interest were endemic in technology and health care boardrooms and easily managed through recusal.

The appointment of David Dorman, currently chairman of CVS Caremark, as another independent director at eBay and the promise by eBay’s chief executive John Donahoe to talk to Mr. Icahn are small reward considering the gravity of the investor’s allegations. But Mr. Icahn says he will continue to press for the spinoff of PayPal.

The company doesn’t believe now is the time, but has not ruled it out forever. More talk from Mr. Icahn â€" albeit behind closed doors â€" and heightened scrutiny from independent board members and shareholders could bring the day closer.

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



One Way to Wage a Proxy Fight

“Below is a picture taken at last year’s annual shareholder meeting of our bank’s chairman,” the two-sentence shareholder letter from the activist investor Joseph Stilwell began. “None of the other board members bothered to wake him up.”

The letter describes a photo of William Schack, then chairman of Harvard Illinois Bancorp, who looks as if he is fast asleep below the words “Winning with teamwork,” which appear to be written on the wall above him.

If nothing else, the photo proves that Mr. Stilwell knows how to get attention for a proxy battle.

The head of the hedge fund Stilwell Value Partners, Mr. Stilwell has been pushing for Harvard to merge with another community bank and wants Mark Saladin, a partner at the law firm Zanck, Coen, Wright & Saladin, elected to the board.

“If you, like me, believe it’s time to bring a fresh influence to our bank’s board of directors, please vote the GREEN proxy card for Mark Saladin,” Mr. Stilwell wrote in his letter, filed on Tuesday with the Securities and Exchange Commission.

Sleeping during a meeting is not the only infraction that Mr. Stilwell is upset about.

In a letter to shareholders last month, the investor took issue with the fact that the chief executive’s pay was greater than the bank’s earnings “in a majority of years for which information has been publicly reported.”

“The bank has delivered subpar returns for a number of years,” Mr. Stilwell said in an interview on Thursday. “We’ve seen no indication they’re going to ever deliver anything but subpar returns and that tells us as investors that the bank would do better being merged with a stronger, better-run community bank.”

A representative for Harvard could not immediately be reached for comment.

Harvard has about $170 million in assets, according to its most recent annual report. That was roughly flat from the previous year, while total interest and dividend income decreased more than 10 percent.

But the bank is celebrating the fact that it has gotten out from under the thumb of regulators, with whom it ran afoul in the wake of the financial crisis. In a filing on April 4, the bank disclosed that it had improved its financial condition enough to terminate a memorandum of understanding with the Federal Reserve Board. The enforcement action, issued in 2010, prohibited the bank from paying dividends and repurchasing common stock and required other compliance measures amid concerns over the company’s capital and risk-management plan.

Stilwell, which owns nearly 10 percent of Harvard, has made a strategy out of focusing on small community banks. The firm, which does not have a website, manages about $200 million and has a significant investment in 35 community banks, according to a spokeswoman.



Shares in Ally Dip in Their Debut

It took Ally Financial more than three years to finally reach the stock markets.

Shareholders so far, however, have greeted the lender’s public debut with a shrug.

Shares in Ally opened at $24.25, about 3 percent below the company’s initial public offering price. As of mid-morning, they recovered slightly but were still below the I.P.O. price of $25 a share. Underwriters had already priced the stock sale at the low end of an expected range.

The disappointing performance comes as I.P.O.s have found a slightly chillier reception among public investors lately. An exchange-traded fund that tracks new stock sales is down slightly for the year to date, after having risen by about 8 percent during the same time last year.

But Ally wasn’t seeking to raise money in its offering. Instead, the 95 million shares that were sold belonged to the Treasury Department, which has been moving to trim its holdings in the bailed-out lender. Even though the I.P.O. priced at the bottom of its expected range, it raised nearly $2.4 billion for taxpayers.

Now the federal government has recovered about $17.7 billion from its investments in the firm, more than the $17.2 billion that it poured in. It shrank its stake to 17 percent, from 35 percent.

Ally â€" once known as GMAC Financial, the financing arm of General Motors â€" ran into trouble during the financial crisis, as its onetime mortgage lending unit faltered under the weight of souring home loans. But the federal government stepped in to save the firm, as part of its plan to prop up G.M. and Chrysler.

Since then, Ally has shed a number of operations to help repay the government and refocus itself as an online bank and auto financing company.



Morning Agenda: Junior Banker Blues

JUNIOR BANKERS STILL WORK LONG HOURS  |  In the last six months, many of the biggest investment banks have signaled a sea change in their corporate culture, telling their most junior employees to ease up a bit on their hard-charging work schedules and take a few weekend days off. But like other practices on Wall Street, the more things change, the more they stay the same, William Alden and Sydney Ember write in DealBook.

A number of junior bankers, known as analysts and associates, say that, while the new policies allow them to enjoy their Saturdays, their overall workload has not changed noticeably. It only gets pushed to a different day. “If you have 80 hours of work to do in a week, you’re going to have 80 hours of work to do in a week, regardless of whether you’re working Saturdays or not,” one junior banker said. “It’s well intentioned,” he added, “but I don’t know if it’s actually practical.”

The policies, driven in part by fears across the industry that college graduates are now more attracted to jobs in Silicon Valley than in finance, are still in their early days, but some bankers are skeptical. With Saturday designated a day of rest at some banks, several bankers said that other days, including Sunday, have become more intense. “I don’t know if my life improved at all,” one Barclays analyst said.

OFFERS FOR DETROIT’S ART  |  City and state officials in Detroit are pushing to keep Detroit’s bankruptcy moving forward toward resolution, but a bond insurer threw an obstacle onto the road on Wednesday in the form of four rival offers for the treasures in the city’s art museum, Mary Williams Walsh writes in DealBook. Each of the four “expressions of interest” holds out the possibility that Detroit could obtain more money for its art than it could through a deal it has already been putting together, which would transfer the art collection to a new nonprofit owner to shield it from the bankruptcy proceedings.

The nonbinding proposals range as high as $2 billion, including a loan for that amount from a specialized firm that would use the art collection as collateral. Other parties have proposed buying the art collection, or parts of it. By contrast, Detroit’s preferred art deal would provide $816 million from philanthropic groups; benefactors of the Detroit Institute of Arts, where the collection is held; and the state. In addition to shielding the art from a possible sale, the money would be used to help pay pensions to Detroit’s retired city workers.

Detroit’s creditors are seeking to maximize the amount of cash available to pay their claims, and the Financial Guaranty Insurance Company, one of the city’s many creditors, has asked Detroit’s bankruptcy judge, Steven Rhodes, to order the city to either let the four prospective bidders evaluate the art or else allow it to explore its own alternatives for using the works to raise more money.

GOODBYE, ALLY  |  The Treasury Department on Wednesday took its latest step toward disposing of its holdings in the once-embattled lender Ally Financial by selling a 20 percent stake in the company via its initial public offering, Michael J. de la Merced writes in DealBook. The firm, once General Motors’ financing arm, is the government’s last remaining holding from its enormous bailouts of the financial and auto industries.

The stock sale, which will finally bring Ally to the public markets, will raise about $2.4 billion for the government. As of Wednesday evening, taxpayers will have made a slight profit on the $17.2 billion in total investments they have poured into the company. Ally’s underwriters priced the offering at $25 a share, the low end of an expected range. It values the lender at about $12 billion. The lender must now prove that its current business model, providing both online banking and auto financing, can withstand future turmoil.

ON THE AGENDA  |  Weekly jobless claims are out at 8:30 a.m. Charles L. Evans, president of the Chicago Fed, sits on a panel at 11:50 a.m. in Washington to discuss central banking after the recession. The House Subcommittee on Capital Markets and Government Sponsored Enterprises holds a hearing entitled “Legislative Proposals to Enhance Capital Formation for Small and Emerging Growth Companies.” Jim Yong Kim, the president of the World Bank, is on Bloomberg TV at 2 p.m. Steven A. Cohen’s hedge fund, SAC Capital Advisors, is bracing for its reckoning as Judge Laura Taylor Swain of the United States District Court for the Southern District of New York decides whether to accept the old SAC’s guilty plea and its deal with prosecutors to pay a $1.2 billion penalty. The hearing begins at 10:30 a.m.

P&G SLIMS DOWN  |  “Since A. G. Lafley returned last year for a second stint as chief executive of Procter & Gamble, investors have been waiting for him to make a big move,” David Gelles writes in DealBook. On Wednesday, they got a small but significant first step.

Mr. Lafley was brought in after Robert A. McDonald, his successor, and now predecessor, was ousted by a board under pressure from the activist investor William A. Ackman, who had called for Procter & Gamble to shed some of its many consumer brands. Mr. Lafley set about addressing Mr. Ackman’s criticisms on Wednesday, agreeing to sell most of Procter & Gamble’s pet foods brands â€" including Iams and Eukanuba â€" to Mars, best known as a candy maker, for $2.9 billion in cash.

Mergers & Acquisitions »

Alibaba’s Deal-Making Raises a Red FlagAlibaba’s Deal-Making Raises a Red Flag  |  The e-commerce company is lending one of its founders $1 billion to invest in a digital TV company. The three-way deal offers a glimpse of the way company insiders mix public and private interests, John Foley of Reuters Breakingviews writes.
DealBook »

Senate Panel Expresses Caution on Merger of Cable Giants  |  The judiciary panel expressed concern over higher costs for consumers if a merger with Time Warner Cable were approved, but a Comcast executive played down the likelihood, The New York Times reports.
NEW YORK TIMES

Piramal to Sell Vodafone India Stake for $1.48 Billion  |  Piramal Enterprises, the largest minority investor in Vodafone India, has agreed to sell its stake in the telecommunications provider as part of a bid by Vodafone to take full control of the unit.
DealBook »

RLM Finsbury Names New President  |  RLM Finsbury, a strategic communications firm, said on Thursday that Stephen Labaton would become its United States president.
DealBook »

Latin American E-Commerce Giant to Acquire 2 Real Estate SitesLatin American E-Commerce Giant to Acquire 2 Real Estate Sites  |  MercadoLibre, based in Buenos Aires and traded on the Nasdaq, will pay about $40 million for VMK, a holding company that owns two prominent real estate websites in Latin America.
DealBook »

INVESTMENT BANKING »

Jamie Dimon Writes of ‘Nerve-Racking’ 2013Jamie Dimon Writes of ‘Nerve-Racking’ 2013  |  “We came through it scarred but strengthened,” the JPMorgan chief executive says in his annual letter to shareholders.
DealBook »

El Pollo Loco Selects Banks for I.P.O.  |  El Pollo Loco, the fast food chicken chain owned by the private equity firms Trimaran Capital Partners and Freeman Spogli, has picked the investment banks Jefferies Group and Morgan Stanley to lead an initial public offering for later this year, Reuters reports, citing unidentified people familiar with the situation.
REUTERS

Greece Dives Back Into the Bond Market  |  The plan to sell the first long-term bonds in four years is a symbolic turnaround for Greece, even if legions of jobless Greeks are not cheering, The New York Times writes.
NEW YORK TIMES

PRIVATE EQUITY »

Former S.E.C. Official to Join K.K.R. as Compliance Chief  |  Bruce Karpati, a former Securities and Exchange Commission official, is joining the giant private equity firm Kohlberg Kravis Roberts & Company as its chief compliance officer.
DealBook »

Wall Street’s ‘Rental-Backed Securities’ May Be the New Swindle  |  Over the last few years, private equity firms have been buying up homes across the country with plans to rent the houses back to families. “But it wouldn’t be Wall Street not to have a short-term trick up its sleeve, so the private equity firms are partnering with big banks to bundle the mortgages on these rental homes into a new financial product known as ‘rental-backed securities,’” Laura Gottesdiener writes in Salon.
SALON

Cerberus Decides Not to Sell Shares in Seibu I.P.O.  |  The private equity firm Cerberus Capital Management has chosen not to sell shares in the initial public offering of Seibu Holdings, a Japanese railroad and hotel company, The Wall Street Journal reports. The decision suggests that the often tense relationship between the Japanese company and Cerberus will continue.
WALL STREET JOURNAL

HEDGE FUNDS »

Sotheby’s Responds to Loeb, With Visual AidsSotheby’s Responds to Loeb, With Visual Aids  |  Sotheby’s filed a presentation with the Securities and Exchange Commission that defends its board and attacks the record of the activist investor Daniel S. Loeb.
DealBook »

Hedge Funds Gamble on Puerto Rico Debt  |  Despite Puerto Rico’s financial trouble, several large hedge funds â€" including Och-Ziff Capital Management, Fir Tree Partners, Perry Capital and Brigade Capital Management â€" each purchased more than $100 million of Puerto Rico bonds sold last month, according to a list of buyers of the $3.5 billion deal, The Wall Street Journal reports.
WALL STREET JOURNAL

Hedge Fund Begins Campaign to Undercut Energy Regulator  |  Powhatan Energy Fund, a small Pennsylvania hedge fund, has started a public campaign to stop Norman C. Bay, who leads enforcement for the Federal Energy Regulatory Commission, from being confirmed as the next chairman of the commission, Bloomberg Businessweek reports.
BLOOMBERG BUSINESSWEEK

I.P.O./OFFERINGS »

Go Daddy Said to Pick Morgan Stanley and JPMorgan for I.P.O.Go Daddy Said to Pick Morgan Stanley and JPMorgan for I.P.O.  |  The Internet registrar has hired the two banks to coordinate its initial public offering, though it isn’t clear yet how much money the company plans to raise in an I.P.O.
DealBook »

China Pork Company’s Listing Could Raise More Than $5 Billion  |  WH Group, which is the new name for the combined businesses of China’s Shuanghui International, is planning an I.P.O. with the potential to be the biggest in a year.
DealBook »

La Quinta Shares Little Changed on DebutLa Quinta Shares Little Changed on Debut  |  Shares of La Quinta, the hotel chain backed by the Blackstone Group, ended the day just slightly above their offering price.
DealBook »

Pet Food Company Freshpet Prepares for I.P.O.  |  Freshpet, a premium pet food maker, has selected Goldman Sachs and Credit Suisse to lead an initial public offering by the end of the year, Reuters reports, citing unidentified people familiar with the situation.
REUTERS

VENTURE CAPITAL »

Question-and-Answer Site Quora Raises $80 MillionQuestion-and-Answer Site Quora Raises $80 Million  |  Quora, a site that specializes in posting questions and answers from users, has raised $80 million from Tiger Global Management and four existing Quora investors.
DealBook »

Users’ Stark Reminder: As Web Grows, It Grows Less Secure  |  The bug known as Heartbleed illustrates that the Internet is still in its youth, and vulnerable to all sorts of unseen dangers, including simple human error, Farhad Manjoo writes in the State of the Art column.
NEW YORK TIMES

How a Start-Up Can Compete With the Big Boys for Talent  |  Strategies for companies that can’t afford big salaries and bonuses, in-house chefs, trips to inspiring conferences or an office with floors connected by slides.
NEW YORK TIMES

LEGAL/REGULATORY »

$772 Million Penalty for Bank of America Credit Card Practices$772 Million Penalty for Bank of America Credit Card Practices  |  The Consumer Financial Protection Bureau said that the bank “illegally charged” its customers for credit-monitoring and credit reporting services that were not received.
DealBook »

What Awaits Banks After the Leverage Ratio  |  The Basel Committee is considering rules that will affect banks’ business strategies significantly and continue to influence how they strengthen their auditing and compliance teams for years to come, Mayra Rodríguez Valladares writes in the Another View column.
DealBook »

European Official Urges ‘Say on Pay’ Requirement for BoardsEuropean Official Urges ‘Say on Pay’ Requirement for Boards  |  Michel Barnier, the European Union commissioner for financial affairs, introduced a plan that would require a shareholder vote on salaries awarded to directors of about 10,000 companies listed on European stock exchanges.
DealBook »

Hesitant Fed Decided Time Was Right to Change Stimulus Campaign, Minutes Show  |  The March meeting underscored the complexity of the decision to replace its guidance about when it might begin to raise the level of short-term interest rates, The New York Times writes.
NEW YORK TIMES

I.M.F. Warns of Risk From Emerging-Market Corporate Bonds  |  A credit bubble in fast-growing economies could burst, a report said, putting American mutual funds and other global investors in danger, The New York Times writes.
NEW YORK TIMES



Qatar Investment Official Said to Start Hedge Fund

LONDON â€" A top investment executive at Qatar’s sovereign wealth fund is leaving to start a hedge fund, people briefed on the development said.

Kamel Maamria has served as head of the global investment portfolio at Qatar Holding, a branch of the Qatar Investment Authority, the emirate’s sovereign wealth fund. He has also served on the board of Harrods on behalf of Qatar Holding.

The fund will be one of relatively few based and focused on the Middle East, with offices in both Qatar and Dubai. Goldman Sachs is expected to act as its prime broker.

Officials at Qatar’s sovereign wealth fund did not return calls for comment. Mr. Maamria, 50, also declined to comment. He was previously a partner at the Boston Consulting Group.

The fund will focus on a fundamental value strategy, mostly in public equities, people briefed on Mr. Maamria’s plans said. And it will primarily, but not exclusively, focus on the Gulf Cooperation Council states: Bahrain, Kuwait, Oman, Qatar, the United Arab Emirates and Saudi Arabia.

It is unclear to what extent it will be taking short positions because there are restrictions on doing so in the Middle East.

Anthony Lawler, an executive at GAM, an investment management firm that oversees portfolios of hedge funds for institutional clients, said hedge funds based in places like Qatar were unusual.

“Some investors consider the Middle East market closer to frontier status than developed status, and as a result there are less global managers trading Middle Eastern names,” he said.

Qatar, he added, has “been looking to try to bring asset managers and related services into Qatar, to build Qatar into a financial hub. They have had difficulty doing that, simply because there isn’t the critical mass there. It’s a little bit of a chicken and egg problem.”



R.B.S. Agreement Opens Door For Future Dividends

LONDON - The Royal Bank of Scotland has reached a deal with the British government that will pave the way for it to pay dividends in the future.

The bank, which is 81 percent owned by the British government, already has to pay dividends to the government on preferred shares that were a major part of its capital injection into the bank in 2009. This latest move opens the door to resume payouts to non-government shareholders, though no timetable has been set.

The move announced by the bank late Wednesday comes as the European Commission signed off on plan by Ross McEwan, the R.B.S. chief executive, to radically reshape the bank.

The commission had to determine whether the restructuring plan, including the move to eventually resume dividends to shareholders, complied with European rules for banks receiving state aid. R.B.S. received 45 billion pounds, or about $75.5 billion, from the British government during the financial crisis.

The British government is keen to reduce and eventually exit its stakes in R.B.S. and Lloyds Banking Group, Britain’s other bailed-out bank.

But R.B.S. has a longer road ahead. The bank recently announced an £8.2 billion loss in 2013 and said it could be three to five more years before it is fully recovered.

R.B.S., based in Edinburgh, will pay  £320 million, or about $537.1 million, to the British government this year. It will pay another £1.18 billion to the government at a later date of its choosing. The amount will increase if not paid by Jan. 1, 2016.

The government program made it more expensive for R.B.S. to issue a dividend on its nongovernment shares because it essentially required two payments to the government for every one payment to regular shareholders.

The bank has already paid about £4 billion in fees to the British government related to two prior programs that were part of its government bailout.

It has exited those programs and now has the go-ahead to exit the government dividend program, and eventually issue payouts to institutional and retail investors. Those investors must approve this week’s deal.

“Today’s agreement is a vote of confidence in the progress we have made in rebuilding R.B.S. and in our plan for the bank’s future,” Mr. McEwan, the R.B.S. chief executive, said in a statement. “We now need to get on with building an R.B.S. that can earn the trust of our customers and help change U.K. banking for the better.”

Lloyds Banking Group, which received a £17 billion bailout, has said it plans to seek permission this year to begin paying dividends to shareholders. In two sales in September and in March, the British government has reduced its stake in Lloyds to 24.9 percent from about 39 percent.

Mr. McEwan has said repaying the government the £45 billion and winning back the trust of the British public is a key step for the bank’s turnaround.

Mr. McEwan is in the process of reshaping R.B.S. from a bank with international ambitions to a “a smaller, simpler and smarter bank.” That include shrinking the investment bank, selling assets and changing its culture.

R.B.S. plans to publicly float its Williams & Glyn business, which was created out of the branches it was forced to divest as part of the bailout, by 2016. That was extended after the bank failed to meet a deadline to divest the business by the end of last year.

The bank also plans to spin off its Citizens Financial Group in the United States.

 



R.B.S. Agreement Opens Door For Future Dividends

LONDON - The Royal Bank of Scotland has reached a deal with the British government that will pave the way for it to pay dividends in the future.

The bank, which is 81 percent owned by the British government, already has to pay dividends to the government on preferred shares that were a major part of its capital injection into the bank in 2009. This latest move opens the door to resume payouts to non-government shareholders, though no timetable has been set.

The move announced by the bank late Wednesday comes as the European Commission signed off on plan by Ross McEwan, the R.B.S. chief executive, to radically reshape the bank.

The commission had to determine whether the restructuring plan, including the move to eventually resume dividends to shareholders, complied with European rules for banks receiving state aid. R.B.S. received 45 billion pounds, or about $75.5 billion, from the British government during the financial crisis.

The British government is keen to reduce and eventually exit its stakes in R.B.S. and Lloyds Banking Group, Britain’s other bailed-out bank.

But R.B.S. has a longer road ahead. The bank recently announced an £8.2 billion loss in 2013 and said it could be three to five more years before it is fully recovered.

R.B.S., based in Edinburgh, will pay  £320 million, or about $537.1 million, to the British government this year. It will pay another £1.18 billion to the government at a later date of its choosing. The amount will increase if not paid by Jan. 1, 2016.

The government program made it more expensive for R.B.S. to issue a dividend on its nongovernment shares because it essentially required two payments to the government for every one payment to regular shareholders.

The bank has already paid about £4 billion in fees to the British government related to two prior programs that were part of its government bailout.

It has exited those programs and now has the go-ahead to exit the government dividend program, and eventually issue payouts to institutional and retail investors. Those investors must approve this week’s deal.

“Today’s agreement is a vote of confidence in the progress we have made in rebuilding R.B.S. and in our plan for the bank’s future,” Mr. McEwan, the R.B.S. chief executive, said in a statement. “We now need to get on with building an R.B.S. that can earn the trust of our customers and help change U.K. banking for the better.”

Lloyds Banking Group, which received a £17 billion bailout, has said it plans to seek permission this year to begin paying dividends to shareholders. In two sales in September and in March, the British government has reduced its stake in Lloyds to 24.9 percent from about 39 percent.

Mr. McEwan has said repaying the government the £45 billion and winning back the trust of the British public is a key step for the bank’s turnaround.

Mr. McEwan is in the process of reshaping R.B.S. from a bank with international ambitions to a “a smaller, simpler and smarter bank.” That include shrinking the investment bank, selling assets and changing its culture.

R.B.S. plans to publicly float its Williams & Glyn business, which was created out of the branches it was forced to divest as part of the bailout, by 2016. That was extended after the bank failed to meet a deadline to divest the business by the end of last year.

The bank also plans to spin off its Citizens Financial Group in the United States.

 



EBay Settles Board Fight With Icahn

It began as the biggest hedge fund fight of the year, but is ending with a quiet truce.

EBay announced on Thursday that it had reached a settlement with the billionaire Carl C. Icahn, putting an end to an often bitter feud between the two sides.

Under the terms of their deal, Mr. Icahn will withdraw his bid for two seats on the e-commerce giant’s board and end his demand that the company sell a minority stake in its PayPal unit to shareholders. In return, eBay will add as a new director â€" David W. Dorman, the former chief executive of AT&T and a candidate both sides have agreed upon.

“As a result of our conversations, it became clear that Carl and I strongly agree on the potential of PayPal and our company,” John J. Donahoe, eBay’s chief executive, said in a statement. “I respect Carl’s willingness to work together to drive sustainable shareholder value today and into the future. His record shows that he has done this with many other companies in the past.”

The settlement concludes months of rancor between eBay and Mr. Icahn, the most prominent fight in a year when activist investors have taken on new levels of influence and power. Many companies have chosen to settle with these outspoken hedge funds, often quietly and well outside the public spotlight.

But the feud between Mr. Icahn and eBay has been very public. He has publicly criticized the online marketplace as having shortchanged investors by failing to get full value for the sale of businesses like the video chat service Skype.

In particular, he accused two board members, the venture capitalist Marc Andreessen and Intuit’s chairman, Scott Cook, of having conflicts of interest. And he criticized Mr. Donahoe of failing to act in shareholders’ best interests.

The presence of Mr. Andreessen on eBay’s board posed particular issues during the Skype sale, according to Mr. Icahn. The company, he argued, could have sold the service to a prospective bidder like Microsoft, but instead sold a majority stake to a group that included the venture capitalist’s investment firm for $2.75 billion.

Skype’s new owners then sold Skype to Microsoft for $8.5 billion, money that Mr. Icahn argued should have gone to eBay shareholders.

Apparently reveling in the freedom that online media provides, Mr. Icahn took to his Twitter account and his corporate blog to post multiple broadsides against the company.

Mr. Andreessen and eBay fought back just as hard, with Mr. Andreessen posting his own series of blog posts defending himself and criticizing Mr. Icahn’s reasoning. Mr. Andreessen noted in the posts that he had recused himself from all board discussions about the first Skype transaction.

Over time, Mr. Icahn changed his demands. Instead of calling on eBay to completely spin out PayPal, Mr. Icahn eventually argued that the company should sell 20 percent of the payment processor to its shareholders.

Shares of eBay were lower in pre-market trading on Thursday morning.

 

 

 



EBay Settles Board Fight With Icahn

It began as the biggest hedge fund fight of the year, but is ending with a quiet truce.

EBay announced on Thursday that it had reached a settlement with the billionaire Carl C. Icahn, putting an end to an often bitter feud between the two sides.

Under the terms of their deal, Mr. Icahn will withdraw his bid for two seats on the e-commerce giant’s board and end his demand that the company sell a minority stake in its PayPal unit to shareholders. In return, eBay will add as a new director â€" David W. Dorman, the former chief executive of AT&T and a candidate both sides have agreed upon.

“As a result of our conversations, it became clear that Carl and I strongly agree on the potential of PayPal and our company,” John J. Donahoe, eBay’s chief executive, said in a statement. “I respect Carl’s willingness to work together to drive sustainable shareholder value today and into the future. His record shows that he has done this with many other companies in the past.”

The settlement concludes months of rancor between eBay and Mr. Icahn, the most prominent fight in a year when activist investors have taken on new levels of influence and power. Many companies have chosen to settle with these outspoken hedge funds, often quietly and well outside the public spotlight.

But the feud between Mr. Icahn and eBay has been very public. He has publicly criticized the online marketplace as having shortchanged investors by failing to get full value for the sale of businesses like the video chat service Skype.

In particular, he accused two board members, the venture capitalist Marc Andreessen and Intuit’s chairman, Scott Cook, of having conflicts of interest. And he criticized Mr. Donahoe of failing to act in shareholders’ best interests.

The presence of Mr. Andreessen on eBay’s board posed particular issues during the Skype sale, according to Mr. Icahn. The company, he argued, could have sold the service to a prospective bidder like Microsoft, but instead sold a majority stake to a group that included the venture capitalist’s investment firm for $2.75 billion.

Skype’s new owners then sold Skype to Microsoft for $8.5 billion, money that Mr. Icahn argued should have gone to eBay shareholders.

Apparently reveling in the freedom that online media provides, Mr. Icahn took to his Twitter account and his corporate blog to post multiple broadsides against the company.

Mr. Andreessen and eBay fought back just as hard, with Mr. Andreessen posting his own series of blog posts defending himself and criticizing Mr. Icahn’s reasoning. Mr. Andreessen noted in the posts that he had recused himself from all board discussions about the first Skype transaction.

Over time, Mr. Icahn changed his demands. Instead of calling on eBay to completely spin out PayPal, Mr. Icahn eventually argued that the company should sell 20 percent of the payment processor to its shareholders.

Shares of eBay were lower in pre-market trading on Thursday morning.

 

 

 



RLM Finsbury Names New President

RLM Finsbury, a strategic communications and advisory firm, said on Thursday that Stephen Labaton would become its United States president.

He succeeds Michael Gross, who was named chief executive of the firm earlier this month. Mr. Labaton, a former reporter at The New York Times, joined the firm as a partner in 2012.

Paul Holmes will become managing partner of RLM Finsbury’s New York office. He and Mr. Labaton will also join the firm’s global management committee.

Finsbury, a prominent financial public relations firm in London, merged with Robinson Lerer & Montgomery of the United States to form RLM Finsbury in 2011. The firm is owned by the London-based advertising and communications conglomerate WPP.



Tachyus, a Data Start-Up for Oil Industry, Raises $6 Million From Founders Fund

Since graduating from Stanford in 2011, Dakin Sloss has already co-founded two start-ups, including the government data analysis company OpenGov.

But several months ago, he and two friends began discussing what their next project should be. After research into a number of industries ripe for more sophisticated data analysis, they came up with a surprising one: oil and gas.

What the three founded has become Tachyus, which aims to create an array of sensors and mobile applications to help oil and gas producers better record and analyze their wells. The company plans to announce as soon as Thursday that it has raised $6 million from a group led by Founders Fund and includes Streamlined Ventures and Formation 8.

The start-up represents an anomaly of sorts in Silicon Valley. Many new businesses focus on high-technology products for the Internet or green technology, but Mr. Sloss and his co-founders, Paul Orland and Francisco LePort, have instead homed in on the decidedly older and dirtier business of drilling for hydrocarbons.

“If you care about energy, you should care about oil and gas,” Mr. Sloss said. “If you can do something to make oil and gas more efficient and more safe, that will have a fundamental impact.”

None of the three had experience in the industry, though they eventually hired a petroleum engineer. But the business offered a chance to apply the latest in data collection and analysis to help make operations more efficient.

A turning point came when the team had journeyed to a major producer’s field in Bakersfield, Calif. Workers were gathering data on wells’ temperatures and oil flow rates with pad and pencil, then retyping it into computers with an array of business systems.

“It became really clear that there was an opportunity for fresh technology minds here,” Mr. Sloss said. “We’re helping business make better decisions.”

Tachyus has been developing hardware and software to gather information wirelessly about various aspects of oil production, tracking production using iPads or a web app. The company’s products are in the process of being tested by prospective customers.

Mr. Sloss declined to comment on other financial details of the financing round, including the company’s valuation. But he said that Tachyus planned to use the money to enlarge its team to 30 to 40 people over the next two and a half years.

“Despite exciting advancements in renewable energy, fossil fuels will continue to drive the world’s energy supply for decades, and doing more with these limited resources is incredibly important,” Scott Nolan, a partner at Founders Fund, said in a statement. “Tachyus’s work in bringing a new level of operational intelligence to the oil and gas industry represents a huge opportunity on multiple levels.”



Piramal to Sell Vodafone India Stake for $1.48 Billion

LONDON - Piramal Enterprises, the largest minority investor in Vodafone India, said Thursday that it had agreed to sell its entire stake in the business to the British telecommunications company Vodafone.

Piramal Enterprises, the flagship company of the billionaire Ajay Piramal’s conglomerate Piramal Group, will divest its 11 percent stake for 89 billion rupees, or about $1.48 billion. Vodafone India is the second largest telecommunications company in the country, after Bharti Airtel.

Piramal nearly doubled its investment, purchasing the stake in two tranches in the 2012 fiscal year, for about 58.6 billion rupees.

“The equity purchase in Vodafone was consistent with our objective of making investments that offer opportunity to generate attractive long term return on equity,” Mr. Piramal, the Piramal Group chairman, said in a statement. “I am glad to say that we have delivered against our targeted returns with this investment.”

Foreign ownership of telecommunications companies in India had been capped at 74 percent until last year.

Vodafone owns about 64 percent of the Indian unit and controls an additional 20 percent through an affiliate. The Indian government approved a proposal by Vodafone to take full control of the unit earlier this year.