Showing posts with label Blackstone Group. Show all posts
Showing posts with label Blackstone Group. Show all posts

Monday, May 18, 2009

Silo deals were proposed as a way of allowing a private- equity firm to control a lender by keeping the bank separate from its other investments

TO BE NOTED: From Bloomberg:

"Buyout Firms Elude Fed as OTS Lets Private Equity Acquire Banks

By Jonathan Keehner and Jason Kelly

May 18 (Bloomberg) -- The Office of Thrift Supervision is opening a door the Federal Reserve has closed, allowing leveraged buyout firms to take control of banks amid the worst financial crisis since the Great Depression.

The OTS, which oversees about $1 trillion of assets at U.S. thrifts, approved MatlinPatterson Global Advisers LLC’s purchase of Flagstar Bancorp Inc. in Troy, Michigan, and may allow similar takeovers. That puts the agency at odds with the Fed, which has told private-equity companies it won’t permit a firm that isn’t regulated as a bank to own a majority stake in a lender, even if it walls off its investment in a so-called silo deal, according to a Fed lawyer who declined to be identified.

“This may give buyout firms the opportunity to make controlling investments that the Fed has denied,” said Patricia McCoy, who teaches banking and securities regulation at the University of Connecticut School of Law in Hartford. “The OTS has an interest in keeping remaining thrifts alive with fresh capital, and private equity is one of the only options available.”

Blackstone Group LP and Carlyle Group, the world’s two biggest LBO firms, are among those eager to snap up banks on the cheap after global losses tied to the credit crisis topped $1.4 trillion and slashed the valuations of lenders. While the Fed has set out guidelines that allow private-equity investors to increase their minority stakes in lenders it regulates, it has taken the position that conflicts exist when an LBO firm owns a bank and non-banking interests, said two people with knowledge of the matter.

‘Entertaining’ Deals

The Fed oversees national banks chartered by the government. The OTS is an office of the Department of Treasury that regulated 818 thrift institutions, including savings and loans and credit unions, as of the end of 2008.

The OTS is open to more acquisitions, like the Flagstar takeover announced in December, said Grovetta Gardineer, the agency’s managing director for corporate and international activities, in an interview.

“Flagstar is an indication that we’re entertaining these types of deals,” Gardineer said. “We scrutinize them closely, and every one will present a new and unique set of circumstances. We have had a significant amount of interest from private-equity firms who come in and meet with us.”

While thrift-industry assets at banks regulated by the OTS dropped 25 percent last year after three collapsed, including Seattle-based Washington Mutual Inc., the largest U.S. bank to fail, Gardineer said the agency isn’t approving private-equity proposals to stem the decline. Fees from assessments on regulated institutions accounted for 92 percent of the agency’s funds last year, according to its annual report.

Plunge in Hypo

The seizure of Washington Mutual erased a five-month-old, $1.3 billion minority stake held by TPG Inc., the Fort Worth, Texas-based LBO firm founded by David Bonderman.

J.C. Flowers & Co., a New York-based based private equity firm, lost money after leading a group that bought a stake in Hypo Real Estate Holding AG, Germany’s second-biggest commercial-property lender, for about $1.8 billion. Hypo shares have declined more than 93 percent since that deal was announced.

The losses have cooled investor interest in bank deals that don’t give control to private-equity managers.

“It’s a lot harder to get six smart guys to work together than to get one smart guy to work with himself,” said Paul Schaye, managing partner of New York-based Chestnut Hill Partners, which helps private-equity funds find deals.

Buying BankUnited

That view was echoed by Olivier Sarkozy, Carlyle’s co-head of financial-services investments in New York.

“While there are valid public-interest issues that would need to be discussed and addressed to everyone’s satisfaction, not being able to control a bank we invest in increases our risk and therefore results in our demanding a higher return,” Sarkozy said. “That in turn increases the ultimate costs to the taxpayer of the industry’s necessary recapitalization.”

Washington-based Carlyle is part of a group of private- equity firms led by former North Fork Bancorp Chief Executive Officer John Kanas that is interested in buying BankUnited Financial Corp., Florida’s largest bank, people familiar with the matter said last week. The deadline for bids for the Coral Gables, Florida-based lender was extended until tomorrow. Other participants in the deal are Blackstone, Centerbridge Capital Partners LLC and WL Ross & Co., to which Kanas is an adviser.

Ross, Flowers

Regulators have allowed individual investors to buy banks, even if they also run private-equity firms, as long as they do it with their own money.

J. Christopher Flowers, the founder of J.C. Flowers, bought First National Bank of Cainesville in Missouri last year.

Wilbur L. Ross, chairman and CEO of New York-based WL Ross, who became a billionaire by turning around distressed steel and textile companies, purchased control of First Bank and Trust Co. in Indiantown, Florida, earlier this year.

Ross, 71, has said that as many as 1,000 banks will succumb to mergers or failure in the current recession, providing opportunities for investors.

Silo deals were proposed as a way of allowing a private- equity firm to control a lender by keeping the bank separate from its other investments. While the Fed and OTS share their views about bank takeovers, the agencies operate under different statutes and recognize that they may have different opinions on silos, according to people familiar with the regulators.

‘Real Barriers’

“Under current law, a silo structure is the only possible way a private-equity firm that also controls non-financial companies could acquire control of a bank,” said Joseph Vitale, a partner at New York-based law firm Schulte Roth & Zabel LLP who advises LBO firms on investments in financial institutions.

H. Rodgin Cohen, chairman of Sullivan & Cromwell, the New York law firm that represented MatlinPatterson on the Flagstar deal, as well as other private-equity firms, defended the concept at a forum sponsored by Bloomberg on May 4.

“I see no reason why private equity should not be able to invest fully in banking institutions, take control of stakes,” Cohen said. “There are structures which will accomplish this, and you could put in real barriers to preserve the safeness and soundness of the institution and to prevent conflicts of interest.”

The Flagstar deal has worked out well for MatlinPatterson, the New York-based buyout firm founded in 2002 by former Credit Suisse First Boston colleagues Mark Patterson and David Matlin, who have also bought a home builder and an airline. The bank’s shares have more than doubled since the deal was announced on Dec. 17.

To contact the reporters on this story: Jonathan Keehner in New York at jkeehner@bloomberg.net; Jason Kelly in New York at jkelly14@bloomberg.net."

Tuesday, December 30, 2008

"At that time, SAFE was certainly shocked by the news that the U.S. government decided to take over WaMu "

An interesting aspect to WaMu from Reuters:

"By George Chen, Asia Private Equity Correspondent

HONG KONG (Reuters) - China's foreign exchange watchdog, the State Administration of Foreign Exchange, will cut back on overseas equity buys next year after suffering major losses on the collapse of U.S. lender Washington Mutual, according to sources.

Earlier this year, SAFE, which controls around $2 trillion of China's foreign reserves, agreed to invest up to $2.5 billion in fund of U.S. private equity giant TPG TPG.UL -- its first foray into a foreign private equity fund, people close to the situation told Reuters.

In April, TPG, one of the world's largest private equity firms, led a $7 billion investment in Washington Mutual to help the troubled lender boost its capital.

TPG put money into WaMu through several of its funds, including one SAFE invested in, said the sources who declined to be identified due to the sensitive nature of the deal.

Just five months later, WaMu, the largest U.S. savings and loan firm, was closed by the U.S. government, making it one of the largest U.S. bank failures in history.

Its banking assets were sold to Wall Street bank JPMorgan (JPM.N) for $1.9 billion, wiping out about $1.35 billion that TPG and its institutional investors, known as "Limited Partners" had invested.

"At that time, SAFE was certainly shocked by the news that the U.S. government decided to take over WaMu and there was almost nothing that SAFE could do to save its investment," said one of the sources.

"It's a good lesson for SAFE and you can imagine how unhappy it was, just like every other LP of TPG for the deal," he said.

TPG's losses from the WaMu deal are publicly known but the names and investment contributions of limited partners of private equity firms usually remain under wraps.

It is still unclear how much in total SAFE lost from its bet on TPG and WaMu.

One source said SAFE agreed with TPG's plan to rescue WaMu, contributing at least 10 percent of TPG's initial $2 billion investment in WaMu. Other sources confirmed TPG informed SAFE of its plan to invest in WaMu before it took the action and SAFE supported TPG's plan.

NO MORE QUICK DEAL

SAFE was not the first choice of TPG as a partner to rescue WaMu.

In China, the private equity firm is well known for its landmark investment in Shenzhen Development Bank 000001.SZ in 2004, making it the first foreign investor to own a controlling stake in a Chinese lender.

Sources said TPG initially approached China Investment Corp, lobbying the country's official sovereign wealth fund to become a major limited partner of its new private equity fund.

CIC, which was set up by the Communist government last year to earn higher returns on a $200 billion portfolio of its foreign exchange reserves, declined the offer mainly due to concerns about investment risks and poor prospects of U.S. markets, the sources said.

Instead, TPG's dealmakers contacted SAFE and the foreign exchange regulator agreed on condition that TPG would also jointly invest some of its own money in the WaMu deal, the sources said.

The big losses by SAFE in the WaMu deal through its investment in the TPG fund have drawn attention from top government leaders in Beijing, who have urged both CIC and SAFE to be more cautious on its overseas investments next year.

CIC has already attracted massive criticism at home over its deals in U.S. firms, which have been battered by the credit crisis, with its stakes in private equity house Blackstone Group (BX.N) and Morgan Stanley (MS.N) diving in value.

One of the sources said both CIC and SAFE would focus more on overseas investments in fixed income areas rather than equities deals in 2009."

I guess we'll see more bond buying.