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Activists generating "relationship" opportunities for investment bankers

 

Note: The article below includes two graphics of a "WSJ-FactSet Activism Scorecard" that were added to the Wall Street Journal website after the article's distribution to Forum participants. For the WSJ website's continually updated "Financial Advisor" and "Law Firm" Scorecard, click here.

Law Firms

[December 2014]

Company

Activist
Adviser

Company
Defense

Total

Wachtell Lipton Rosen & Katz

0

19

19

Wilson Sonsini Goodrich & Rosati

3

11

14

Latham & Watkins LLP

0

10

10

Skadden Arps Slate Meagher & Flom LLP

2

9

11

Sullivan & Cromwell LLP

1

4

5

 

Source: Wall Street Journal, December 17, 2014 article

THE WALL STREET JOURNAL.  |  MARKETS


Markets

Banks Find Niche Helping Firms Defend Against Activists
Assignments Can Help Land Fees for Deal Advice

 

 

Morgan Stanley hooked up with Family Dollar to defend against Nelson Peltz’s Trian Fund. FROM LEFT: BLOOMBERG NEWS; ASSOCIATED PRESS; CNBC  

 

By David Benoit And Liz Hoffman

Dec. 17, 2014 7:50 p.m. ET

Shareholder activism is proving to be big business for Wall Street, providing banks with opportunities to cozy up to coveted corporate clients and position themselves to reap hefty fees.

Shareholder activists, which take stakes in companies and agitate for leadership, financial or strategic changes, reached new heights this year both in terms of influence and the cash at their disposal. While many of the top banks, including Goldman Sachs Group Inc., say they won’t work for activists out of fear of alienating corporate customers, they have found other ways to profit from their rise, including defending companies against them.

Few things grab company officials’ attention and increase their vulnerability like being on the other end of an activist campaign from an investor such as Carl Icahn or William Ackman . As a result, defense assignments give bankers and lawyers access to executives and board members that is hard to get otherwise. It can involve near-daily calls and frequent late-night strategy sessions, advisers say.

 

That can put bankers and lawyers in pole position to win big-ticket deal assignments—when, for example, the activist forces the company in question to sell a division or issue bonds. Such assignments are the ultimate prize in activism defense, especially given that banks can earn outsize fees when they follow defense work with deal advice. As a result, bankers at firms including Goldman, J.P. Morgan Chase & Co. and Morgan Stanley have fanned out across corporate America, peddling advice on how to deter activists or beat them back if they mount a campaign.

“It’s a relationship-building exercise,” said Jim Stynes, global chairman of mergers and acquisitions at Deutsche Bank AG . “You’re in the trenches day after day with key people.”

Goldman, the market-share leader among defense advisers, in 2012 landed a role helping Gardner Denver Inc. when ValueAct Capital Management LP urged the industrial-equipment maker to sell itself. When Gardner Denver was ultimately sold last year for $3.7 billion to private-equity firm KKR & Co., Goldman ran the process and earned $33 million for its work. At nearly 1% of the deal value, that is a big fee, even by the rich standards of M&A remuneration.

Morgan Stanley helped defend Family Dollar Stores Inc. against Trian Fund Management LP in 2011 and stands to reap a fee of about $43 million for advising the retailer on its $8.5 billion pending sale to Dollar Tree Inc. Now Dollar General Corp. has lodged a bid of its own for Family Dollar; should that drive the sale price higher, Morgan Stanley’s fee would rise.

There have been 324 activism campaigns in the U.S. this year, according to FactSet. That number could grow next year given that, according to HFR, the investors’ assets under management ballooned to $112 billion as of September.

Activists also are targeting bigger companies than ever before, such as Dow Chemical Co. and even Apple Inc. While not every campaign is as lucrative for banks as Gardner Denver and Family Dollar—and accurate estimates of fees for defense work are hard to come by—it is clear that it presents a sizable opportunity for banks.

Perhaps in recognition of that, some firms that have been known to work with activists are now focusing more on defense, even though they aren’t ruling out working with the investors.

Boutique investment bank Moelis & Co. , which has worked on a number of activist campaigns for hedge funds including Starboard Value LP and Elliott Management Corp., is one of them, according to people familiar with the matter. So is law firm Kirkland & Ellis LLP, which has counted activists including Mr. Ackman’s Pershing Square Capital Management LP as clients, but which these days is aggressively pitching its defense services, according to people familiar with the matter.

The advisory arm of Blackstone Group LP, which has also worked with activists including Pershing Square, is being spun off from the buyout giant and into a new firm run by Paul J. Taubman. The ex-Morgan Stanley banker is known for working with large companies and is expected to make that his firm’s focus, too, people familiar with the matter said.

Activism defense isn’t an unalloyed positive for advisers. It is time-consuming and doesn’t pay particularly well if it doesn’t lead to a transaction, bankers say.

When Barclays PLC made a pitch last year to defend Lear Corp. against Marcato Capital Management LP, the bank proposed a $250,000 retainer, $100,000 in monthly payments and an additional $750,000 if the hedge fund nominated directors or struck a settlement for board seats at the auto-parts maker, according to a proposed-fee document viewed by The Wall Street Journal. If the defense were successful, Barclays would receive a $2.5 million “status quo” fee—considered relatively small by the standards of the big-merger business on Wall Street. Barclays got the job, and Marcato later settled with the company, which agreed to name a new director. It is unclear what the bank ultimately was paid for the work.

While many banks eschew working with activists, some of them help the investors in other ways, for example through their prime-brokerage divisions, which help hedge funds build stakes in companies and provide them with other services.

Some banks, including Houlihan Lokey, are pursuing activism work on both sides.

Houlihan, which advises smaller companies on activism defense, has worked with investors including Marcato. Houlihan often charges activists between $500,000 and $1 million to use its name on news releases, according to people familiar with the practice. Typically in such cases, it helps analyze potential strategic moves for the activist’s target and prepare public presentations meant to bolster its client’s arguments.

Sometimes, defense work proves a dead end. Wells Fargo & Co. provided activism-defense advice for International Game Technology after Jason Ader, a former Wall Street casino analyst turned investor, agitated for a boardroom shake-up at the slot-machine maker. When the bank pushed for a formal guarantee that it would be hired should an M&A deal ensue, IGT begged off, said a person familiar with the matter. When IGT agreed to be sold in July for $4.7 billion, it worked with Morgan Stanley.

 

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