Team Bidding by Private Equity Sponsors: Are the Antitrust Allegations Plausible?

Author(s):  
Robert Comment
2018 ◽  
Vol 53 (3) ◽  
pp. 461-498
Author(s):  
Rongbing Huang ◽  
Donghang Zhang ◽  
Yijia Eddie Zhao

2011 ◽  
Vol 18 (5) ◽  
pp. 815-832 ◽  
Author(s):  
Reiner Braun ◽  
Nico Engel ◽  
Peter Hieber ◽  
Rudi Zagst

Author(s):  
Susan Chaplinsky ◽  
Felicia C. Marston ◽  
Michael Pozzi

This case and its companion, UVA-F-1560, were awarded the 2012 Wachovia Award for Excellence in Teaching Materials - Innovative Case. In November 2006, Alec Berg, a successful hedge fund manager, must decide whether to invest in the initial public offering (IPO) of the Hertz Corporation. The IPO followed a leveraged buyout (LBO) of Hertz that was completed in December 2005 by three prominent private equity firms that had combined to purchase Hertz from the Ford Motor Company for $14.9 billion. The LBO sponsors had borrowed an additional $1 billion on top of the buyout financing to pay themselves a special dividend in June 2006. This loan would be repaid with the IPO proceeds and any remaining proceeds from the IPO would go to the sponsors. The IPO generated widespread criticism with respect to the speed with which the IPO was conducted and the payment of special dividends. In the face of this criticism, the demand for the Hertz IPO weakened, and the offer price was reduced from the initial file price range of $16–$18 to just $15. Berg must assess whether at $15 per share, Hertz offers an attractive investment for this fund. The case provides the necessary information for students to analyze the sponsors' returns on their investment in Hertz and the attractiveness of the $15 offer price to public shareholders. The case also offers an opportunity for students to discuss the controversy surrounding the payment of special dividends and the claim that private equity sponsors invest with a long-term perspective that creates value for the company.


2015 ◽  
Vol 16 (1) ◽  
pp. 66-68
Author(s):  
Kenneth Berman ◽  
Gregory Larkin ◽  
Phil V. Giglio ◽  
Erica Berthou ◽  
Michael P. Harrell ◽  
...  

Purpose – Describe an important recent enforcement action by the Securities and Exchange Commission (SEC) regarding expense allocations by private equity funds. Design/methodology/approach – Discusses a recent enforcement action by the SEC regarding a registered investment adviser’s handling of expense allocation with respect to two private fund clients and certain of their underlying portfolio companies. Findings – The settlement and sanctions are noteworthy because: (i) there was no suggestion that the misallocations of expenses were designed to systematically favor one private fund client over the other, that the manager benefited from such misallocations, or that the failure to allocate expenses in accordance with the policy had been deliberate and (ii) while not stated explicitly, it appears likely that a significant portion of the disgorgement related to misallocations that occurred before the manager was a registered investment adviser. Practical implications – Registered investment advisers should ensure that they and their portfolio companies have written policies in place designed to fairly allocate all expenses among all entities that benefit from the activities driving such expenses and that none of the sponsor’s clients are directly or indirectly benefited or harmed from allocation policies at the portfolio company level. Originality/value – Description of a noteworthy SEC enforcement action regarding expense allocation and practical guidance from investment management lawyers to remind private equity sponsors to ensure that they have adopted and implemented expense allocation policies.


2017 ◽  
Vol 18 (1) ◽  
pp. 92-104
Author(s):  
David Greene ◽  
Barton Clark ◽  
Cheryl Coe ◽  
Sean FitzGerald ◽  
Nancy Kowalczyk ◽  
...  

Purpose To discuss general legal considerations for non-US private equity sponsors who seek to market their funds to US institutional investors. Design/methodology/approach Explains relevant aspects of US securities laws, commodity exchange laws, pension and employee benefit plan laws, federal income tax laws, and the Foreign Account Tax Compliance Act (FATCA). Findings The evolving US regulatory regime necessitates careful planning and thorough knowledge of relevant laws and regulations to effect a successful US marketing effort. Originality/value Practical guidance from experienced investment funds and tax lawyers.


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