Private-Equity Firms Are Finding Opportunities With PIPEs
13 Agosto 2009 - 12:34PM
Noticias Dow Jones
Private-equity firms can't get the financing needed to buy
entire public companies, so they're doing the next best thing:
buying parts of them.
By taking non-controlling stakes in public companies via private
investments in public equities, or PIPEs, private-equity firms are
able to put some money to work at a time when their traditional
market, leveraged buyouts, is still dry.
Such investments have often received negative press as ways for
vulture lenders to take advantage of companies that can't access
capital in more traditional ways. But now, better-known, larger
companies are increasingly issuing PIPEs. And they are finding
private-equity firms to be willing participants.
Great Atlantic & Pacific Tea Co. (GAP), which runs A&P
Stores, recently raised $435 million in a PIPE, selling newly
created securities to, among others, supermarket mogul Ron Burkle's
Yucaipa Cos. In a privately negotiated transaction announced
earlier this week, buyout firm TPG Capital agreed to buy seven
million Armstrong World Industries Inc. (AWI) shares from a trust
set up to pay damages to Armstrong's asbestos victims.
Office Depot Inc. (ODP) earlier this year received $350 million
from private-equity firm BC Partners. As is typical in PIPEs, the
deal was very advantageous for BC, which got three seats on Office
Depot's board and could eventually own 20% of the company as part
of the terms.
According to data from PrivateRaise LLC, private-equity or
venture-capital firms have been involved in 18% of all PIPE
transactions that PrivateRaise has tracked in 2009, up from 11% in
2008.
While it did get board seats, TPG's deal with Armstrong isn't a
traditional PIPE since it doesn't involve the issuance of newly
created shares. But it's an example of TPG's willingness to make
private investments in public companies. Of the 14 PIPE deals TPG
has done since 2001, 10 have occurred since 2007, according to
PrivateRaise.
TPG, which wouldn't comment on the Armstrong deal beyond its
announcement, has also seen PIPEs burst, most notably in its
ill-fated investment in Washington Mutual, which is now owned by
JPMorgan Chase & Co. (JPM). Other big private-equity players in
PIPEs in the past few years have been Warburg Pincus LLC, which
made a PIPE investment in commercial bank Webster Financial Corp.
(WBS) earlier this year, and Capital Research & Management
Co.
"The PE [private-equity] and venture-capital guys have stepped
in because values are cheap and a lot of these companies probably
shouldn't have been public and are more like venture-stage
companies," said Jack Hogoboom, a partner at Roseland, N.J.-based
Lowenstein Sandler, a law firm that represents many PIPE investors.
"The investors get companies with better financial controls and
they also get more potential liquidity than their customary
investment targets."
As with almost everything involving financing, PIPE issuance is
sharply down. And it's too early to know whether private-equity
firms' increased market share is a temporary or permanent
phenomenon.
"Private equity has typically been around in the PIPE industry,"
said Phil Gerewich, a spokesman for PrivateRaise. But now, Gerewich
said, fewer leveraged buyout, or LBO, opportunities and the
disappearance of some hedge funds has made private-equity firms
think about PIPEs even more.
That isn't to say that "non-controlling stake" is going to
become part of every private-equity firm's vocabulary.
At a Massachusetts Institute of Technology symposium earlier
this year, Thomas H. Lee co-President Scott Schoen admitted
interest in PIPEs with one big caveat.
Schoen said at the time that his firm would only invest in PIPE
deals that gave his firm the chance to eventually influence
management decisions.
-By Joseph Checkler, Dow Jones Newswires; 212-416-2152;
joseph.checkler@dowjones.com
(Laura Kreutzer contributed to this report.)