M&A and Private Equity Viewpoints : Private Equity Lawyer & Attorney : Perkins Coie Law Firm : Mergers & Acquisitions, Recapitalization

At the Society of Corporate Secretaries and Governance Professional's 2010 SEC Hot Topics in Seattle on May 19, Jonathan Ingram, Deputy Chief Counsel of the SEC's Division of Corporation Finance, discussed the Staff's new Staff Legal Bulletin No. 18 issued in March 2010.  See www.governanceprofessionals.org/society/chappn.asp

Jonathan walked through the Division's March 15, 2010 SLB 18. The Staff's goal in issuing SLB 18 is to clarify that acquired public companies – which no longer have public shareholders following a sale – may rely on Exchange Act Rule 12h-3 to suspend reporting obligations under Section 15(d) of the Exchange Act. In a textbook "plain English" explication, Jonathan described the ways that a registrant can terminate or suspend its public reporting obligations. Noting that reporting obligations for acquired public companies with a class of securities registered under Section 12(b) or 12(g) of the Exchange Act arise under Section 13, he explained how these companies deregister their Exchange Act registrations and thereby terminate Section 13 reporting obligations following a sale:

• For a 12(b) exchange-listed company, filing a Form 25; and
• For a 12(g) company with under 300 record holders (or 500 and under $10MM in assets), using Form 15.

Jonathan went on to explain that the vast majority of public companies also have reporting obligations under Section 15(d) of the Exchange Act because they have offered securities pursuant to an effective Securities Act registration statement at some point in their history. For 12(b) and 12(g) companies, the reporting obligations under Section 15(d) technically spring into effect when an issuer has deregistered its securities under the Exchange Act. So, in addition to deregistering securities by filing a Form 25 or Form 15, acquired public companies also need to suspend their Section 15(d) reporting obligations in order to avoid having to file periodic and current reports under the Exchange Act after a sale. Although Section 15(d) itself contains language addressing the conditions under which such reporting obligations may be suspended, Exchange Act Rule 12h-3 is essentially a "safe harbor" rule that allows companies to suspend their 15(d) reporting obligations if certain conditions are met (including the filing of a Form 15).

SLB 18 itself describes the requirements for Rule 12h-3, specifically, that a registrant must:

• Be current in its Exchange Act reporting obligations;
• Have under 300 record holders (or under 500, and under $10MM in assets); and
• Not have had a Securities Act registration statement declared effective or updated under Securities Act Section 10(a)(3) in the fiscal year for which suspension is requested.

It is this last requirement, particularly the Section 10(a)(3) "gotcha", that has raised questions about whether an acquired public company could rely on Rule 12h-3 to suspend its Section 15(d) reporting obligations: most public companies have shelf registration statements (e.g., S-8s and S-3s) that may have become effective in years past but are automatically updated pursuant to Section 10(a)(3) by the filing of their annual reports on Form 10-K each year. On its face, Rule 12h-3 was unavailable to most acquired public companies because they had shelf registration statements that were automatically updated during the fiscal year in which the sale occurred. Because of this "trap for the unwary", the Staff regularly received requests for, and granted, no-action letters permitting acquired public companies to rely on Rule 12h-3 to suspend their Section 15(d) reporting obligations. In an effort to stem the flow of incoming no action letter requests, the Staff promulgated SLB 18.
Now, SLB 18 makes clear that an issuer may use Form 15 to suspend its Section 15(d) reporting obligations under Rule 12h-3 if the registrant:

• Does not have a class of securities registered or required to be registered under Section 12 of the Exchange Act (accordingly, a registrant may need to first file a Form 15 or 25);
• Satisfies the 300 (or 500) record holder tests and otherwise satisfies Rule 12h-3;
• Has deregistered any unsold securities registered on Securities Act registration statements; and
• Has filed all Exchange Act reports required to be filed prior to the filing of the Form 15.

See the SLB at www.sec.gov/interps/legal/cfslb18.htm
 

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On January 21, 2010, the U.S. Department of Justice (DOJ) filed in federal court in Washington, D.C. a complaint and consent decree requiring two merging companies (Smithfield Foods (Smithfield) and Premium Standard Farms LLC (Premium Standard)) to pay $900,000 in civil penalties for violations of the "file and wait" provisions of the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976 (the Act).

Case Summary

The companies were direct competitors in the pork products market. The merger agreement included traditional "conduct of business" provisions that required Smithfield's consent to material changes in Premium Standards' operations during the Act's waiting period.

The complaint alleges that after signing the merger agreement, but before filing their premerger notifications and waiting the mandatory 30 days, Smithfield (the acquiring company) began to exercise operational control over a core element of Premium Standard's business, its hog procurement contracting. Significantly, DOJ did not allege that the merger itself violated antitrust law, nor did DOJ allege that the "conduct of business" provisions themselves were unlawful. To the contrary, the complaint recognized Smithfield's legitimate interests in preserving Premium Standard's value during the Act's waiting period:

"The Merger Agreement contained certain customary interim "conduct of business" provisions limiting Premium Standard's operations during the Section 7A waiting period to protect Smithfield's legitimate interests in maintaining Premium Standard's value without impairing Premium Standard's independence. These included provisions regarding Premium Standard's rights to assume new debt or financing, issue new voting securities and sell assets, as well as requirements that Premium Standard "carry on its business in the ordinary course consistent with past practice. The Merger Agreement also conditioned the closing of the transaction on the absence of any material adverse effect, as such agreements customarily do."

It was Smithfield's premature exercise of operational control over Premium Standard's ordinary course contracts to control the price, quantity and duration of Premium Standard's hog procurement contracts, which are central to the firm's business, that violated the Act.
For this reason, neither the Smithfield complaint nor the related consent decree provides guidance on the more difficult issueof whether the terms of "conduct of business" provisions alone may constitute unlawful gun-jumping. How far buyers and sellers may go in negotiating and implementing such provisions may pose one of the most difficult issues merger partners have to address in the course of a transaction.

The DOJ provided some guidance on this issue in its 2006 complaint and consent decree in United States v. QUALCOMM Inc. and Flarion Technologies, Inc. There, the DOJ alleged that unlawful gun-jumping occurred through "conduct of business" provisions that, among other things, provided the buyer with the right to approve (a) all agreements by the seller to license its intellectual property, (b) all agreements involving the obligation of pay or receive $75,000 or more, and (c) the seller's business presentations to customers or prospective customers.

Practical Take-Aways

Taken together, Smithfield and QUALCOMM are consistent with the government's long-held view that although merging companies may during the Act's waiting period plan for their post‑consummation operations as a consolidated entity, a target firm cannot surrender its independence, especially with respect to critical competitively sensitive operations. Doing so based on nominally standard "conduct of business" provisions in the merger agreement does not shield the parties from liability for "gun-jumping."

In addition to approving bids and contracts, the companies should not, without prior consultation with counsel:

• Engage in joint sales or marketing activities;
• Abandon product lines;
• Shut down or substantially curtail manufacturing or research and development operations;
  Implement major reductions in force; or
• Assign employees of one company responsibility for operations of the other company.

Observing these guidelines during the Act's waiting period may be less than ideal for the merger partners, who may have spent substantial time and effort negotiating the transaction. Failing to observe the guidelines, however, may subject both of the companies to the legal costs entailed by a compliance investigation under the Act, and, ultimately, to the prospect of civil penalties of up to $16,000 per day, notwithstanding the fact the merger itself may be entirely lawful. Because daily penalties continue to accrue from the date the parties begin engaging in gun-jumping until 30 days after they make all necessary corrective filings under the Act (a period that can encompass many months), penalties can easily exceed $1 million.

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A recent ruling made by the Delaware Court of Chancery serves as a reminder to exercise caution in drafting letters of intent.

In Global Asset Capital, LLC ("Global") v. Rubicon US Reit, Inc. ("Rubicon"), C.A. No. 5071-VCL (Del. Ch. Nov. 16, 2009), the Delaware Court of Chancery ordered Rubicon to stop engaging in activities that the court ruled constituted a breach of Rubicon's obligations under its letter of intent (LOI) with Global.

Background

A summary of the facts as alleged in the case:  Facing possible bankruptcy, Rubicon decided to enter into an LOI with Global that contemplated that Rubicon would file for bankruptcy in conjunction with signing a final agreement with Global.  Under that agreement, Global would act as a stalking horse bidder in a court-supervised auction of Rubicon's assets.

The LOI also prohibited Rubicon from disclosing the terms of the LOI to third parties and prohibited Rubicon from soliciting other offers during the term of the LOI.  In addition, the LOI included a provision that the parties would work toward negotiating a final agreement.

Soon after signing the LOI, Rubicon disclosed the terms of the LOI to its creditors to gain leverage in an effort to relieve its liquidity problems. Rubicon then failed to respond to Global's initial draft of a final agreement and instead proceeded to solicit alternative offers.

Not surprisingly, Global filed suit against Rubicon asking the Court to enjoin Rubicon from further disclosing the terms of the LOI and entertaining alternative offers. Global also asked the court to compel Rubicon to move forward with a finalizing an agreement and filing for bankruptcy.

Rubicon argued that since it no longer had an urgent liquidity crisis, the LOI had essentially expired. Alternatively, Rubicon argued that even if it was obligated under the LOI, the fiduciary duties of its directors to keep the company out of bankruptcy conflicted with the LOI, and therefore, its performance under the LOI was excused.

The Court granted Global's motion and ordered Rubicon to stop disclosing the terms of the LOI and soliciting other offers. In its analysis, the Court emphasized several key points.

First, sufficiently clear LOI's do create enforceable obligations.  If the parties don't intend to create enforceable obligations, then they should expressly say so in the LOI.

Second, an agreement to negotiate in an LOI represents a concrete obligation to do so and failure to meet this obligation may constitute a breach of the agreement.

Finally, the Court pointed out that Delaware courts don't recognize an inherent fiduciary-out where the obligations in a contract conflict with the fiduciary duties of the company's directors - if contracting parties want to have a fiduciary out, they must include express language allowing for it.

Practical Take-Aways

The Global case serves as an important reminder: 

• Always indicate in an LOI which provisions are intended to be binding and which are not.
• Do not include a covenant to work toward a final agreement unless you intend to do just that.
• Include express language allowing for fiduciary or other outs if that is the intent is that one or more of the parties are to have such an out.

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 The Federal Trade Commission (the FTC) recently announced that the reporting thresholds under Section 7 of the Clayton Act, known as the Hart‑Scott-Rodino Antitrust Improvements Act of 1976 (the Act), will be decreased. 

The Act requires all parties to certain transactions, including mergers and acquisitions that meet or exceed the Act's jurisdictional thresholds, to notify the FTC and the Antitrust Division of the Department of Justice and wait a designated period of time before consummating those transactions.  The 2000 amendments to the Act require the FTC to revise the Act's jurisdictional and filing fee thresholds annually, based on the change in gross national product.  Certain related thresholds and limitation values in the Hart-Scott-Rodino (H‑S‑R) rules will also be adjusted.  The decreased thresholds will apply to all transactions that close on or after February 22, 2010.

Reporting Thresholds

Current Reporting Thresholds.  Certain transactions, including acquisitions of voting securities or assets, acquisitions of non-corporate interests, or the formation of joint venture corporations or other entities, are subject to the reporting requirements of the Act if the transaction meets a two-part test based on the size of the transaction and the size of the parties. 

The size-of-transaction test is met if the transaction is valued at more than $65.2 million. 

The size-of-parties test is met if the ultimate parent entity of one of the parties to the transaction has $13 million in total assets or annual net sales and the ultimate parent entity of another party to the transaction has $130.3 million in total assets or annual net sales.  However, the size-of-parties test does not apply to transactions valued at more than $260.7 million.

Decreased Reporting Thresholds.  Under the new thresholds:

• The size-of-transaction test is met if the transaction is valued at more than $63.4 million. 
• The size-of-parties test is met if the ultimate parent entity of one of the parties to the transaction has $12.7 million in total assets or annual net sales and the ultimate parent entity of another party to the transaction has $126.9 million in total assets or annual net sales. 
• The threshold at which the size-of-parties test does not apply is decreased to transactions valued in excess of $253.7 million.

Additional Information

Discussions of other recent laws, regulations and rule proposals of interest to public companies are available on our Web site.

This post is intended for general guidance.  Parties contemplating a transaction should consult antitrust counsel to determine whether any particular transaction is reportable under the Act and evaluate any antitrust concerns raised by the transaction.  Parties should also keep in mind that a transaction that is not reportable because it does not meet the Act's reporting thresholds is not exempt from agency scrutiny of the potential anticompetitive effects of the transaction.  The FTC, the Department of Justice and State Attorneys General (as well as private parties) may challenge a transaction as anticompetitive even when no H-S-R filing was required for the transaction.  Therefore, all transactions should be reviewed for compliance with Section 7 of the Clayton Act prior to closing.
 

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Cheryl Scarboro, the head of the new SEC Division of Enforcement's specialized Foreign Corrupt Practices Act (FCPA) Unit, made an interesting comment for M&A counsel, Friday morning at the "SEC Speaks" conference in Washington, D.C.  In response to a question from former Commissioner Campos on whether due diligence efforts in M&A transactions lead to efforts by SEC Enforcement, Ms. Scarboro replied yes: "A lot of the cases come to us because of the [Merger & Acquisition] due diligence process resulting in self-reporting [by registrants]."

This is a good reminder of the importance of the diligence process -- to be aware of the FCPA red flag and, in instances where potential failures to comply with the FCPA are discovered, to conduct a special assessment to determine if that discovery may trigger a self-reporting duty, and whether that is a duty of the purchaser or of the target.

Last year, this FCPA blog quoted Cheryl Scarboro and Mark Mendelson of the DOJ on the increased sophistication of M&A diligence for FCPA http://wrageblog.org/2009/09/17/the-latest-fcpa-forecast-from-u-s-regulators/ - - referring to the Haliburton procedure.

DOJ and Haliburton crafted the "Haliburton procedure" http://www.justice.gov/criminal/fraud/fcpa/opinion/2008/0802.html when Haliburton wished to make an acquisition rapidly, but did not have adequate time prior to closing conduct due diligence and assess FCPA risk. So, Haliburton approached the DOJ to ask if it could separate the business for a period of time post-closing while it conducted post-closing FCPA diligence. Haliburton would then immediately impose its own Code of Conduct and provide FCPA training to all target personnel - -within 60 days of closing. The DOJ agreed to the procedure, with a full FCPA review and reporting in the 180 days post-Closing.

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If you're an entrepreneur running an emerging company with a strategy of exploring an M&A exit, then this post was created for you. 

There are basically two types of buyers: strategic buyers and financial buyers. Rather than constructing precise definitions of these two profiles, for the sake of this post, let's assume that (1) a strategic buyer is a large-cap, publicly-traded company with plenty of cash on its balance sheet and a growth strategy that includes a meaningful M&A program, and (2) a financial buyer is a private equity fund.

In his new book, "Never Make the First Offer (Except When You Should)", Donald Dell concisely points out one of the principal guidelines for negotiating a deal: Know Your Audience. While this tenet seems obvious, in my experience, sellers sometimes either aren't aware, or can under-estimate the importance, of the distinct profile and objectives of the financial buyer as compared to the strategic buyer. 

The purpose of this post is to try to shed some light on some of these basic distinctions for entrepreneurs thinking about an M&A exit.  While each deal has its own set of circumstances, and each party in any given deal may have unique objectives, there are some generalized distinctions between these two types of buyers. Two of the core distinctions are discussed in this post—namely, strategic and financial buyers' (1) objectives, and (2) approach to pricing. In turn, these comparative distinctions drive other aspects of deals with strategic and financial buyers that are not explicitly discussed in this post (e.g., financing contingencies).

OBJECTIVES

Unsurprisingly, most buyers—strategic and financial alike—engage in acquisitions to make money. That said, the key differentiator between strategic and financial buyers is that financial buyers are structured at their inception to put money to work for a defined period of time (typically exiting each investment within three to five years) with a certain expected return on their investment upon exit, and each fund making those investments has a limited life (e.g., 10 years). The strategic buyer, on the other hand, often has either no or a flexible targeted return, and often has no real time horizon for achieving that return; rather, the acquisition is expected to be . . . strategic. Compared to the financial buyer, the strategic buyer (1) can be relatively flexible and patient in procuring a return on its investment, (2) might engage in a riskier M&A strategy that assumes some smaller acquisitions might be worth pursuing even if some acquisitions ultimately fail, and (3) can execute an M&A transaction for strategic reasons that have little to do with producing absolute returns above benchmarks for competing investments (e.g., the buyer may decide to spend several million dollars precluding a competitor from entering a certain space, even if the target is not projected to directly add to the buyer's bottom line).

Knowing and proactively attending to the financial buyer's objectives upfront can make all the difference in building and maintaining momentum from an initial meeting through closing the deal and, as a result, maximizing value.  For example, a financial buyer will typically be razor-focused throughout the due diligence process on any developments that might have an impact on its financial modeling. Each dollar shortfall of, say, EBITDA, is not just a dollar to the financial buyer. The reason relates to pricing.  

PRICING

One way to appreciate the distinction between how financial and strategic buyers price acquisitions is to think about two classes of buyers with differing motivations for purchasing a house. The young family hoping to live in a house for many years to come and enjoy its intangible benefits, in some ways, is much like the strategic buyer. While the young family will reach its price limit based on perceived value and availability of funds, there may be no formula or identifiable metric that will be applied by this buyer to methodically determine value or its price threshold. On the other hand, the home developer, in some ways, resembles the financial buyer. The home developer will, in determining its top price, calculate the cost of purchasing the house, the cost of developing the house, the cost of financing the property in the interim period, the market risk of holding the house during that period, and the fair market value of the development team's time in building and re-selling the house—all compared to returns that could reasonably be expected from an alternative investment during that time period. The young family may run a similar analysis, but will have some freedom to make exceptions and out-spend the home developer if it makes sense on some intangible level. For example, some young families might pay a seemingly high premium to buy a house with "the perfect kitchen" (as an aggressive technology company might pay a sensible premium for some IP that is perceived to be of high value but is too early in its evolution to relate to an identifiable market); the home developer, however, would only pay a premium for the perfect kitchen if the developer could infer a positive (or at least not a negative) incremental return; absent that inference, the perfect kitchen is simply a drain on projected returns. 

Financial buyers typically price acquisitions based on cash flow, which is usually calculated based on some variation of an EBITDA (earnings before taking into account deductions for interest, tax, depreciation and amortization expenses) metric. The price, from the financial buyer's perspective, is often phrased as an "EBITDA multiple". 

For example, if the target's EBITDA (either for the last 12 months or as projected for the next 12 months) is $5 million and the purchase price that the financial buyer would need to pay to get the deal is $25 million, then the "EBITDA multiple" would be 5x. 

Pricing based on an EBITDA multiple is of critical importance to the financial buyer, since the banks providing debt financing for the transaction will reach their funding limit based on an EBITDA multiple as well. The multiple as of any given time will depend on a variety of factors, including broader market conditions. For example, a senior lender may be willing to provide an amount of debt equal to 2x EBITDA, and a mezzanine or subordinated lender may be willing to provide an amount of debt equal to 1x EBITDA. That leaves an additional 2x EBITDA, which would be financed by cash, in the form of an equity infusion, by the financial buyer. 

Essentially, the financially buyer has put 40% down on its investment, and has leveraged the remainder. In performing its financial due diligence, the financial buyer will run elaborate financial models designed to provide insight as to whether a later resale of the subject company is likely to command a price that achieves a certain baseline return on the financial buyer's equity investment (often in the 20%+ range). These ROI targets are designed to (1) attract and maintain the inflow of funds from the financial buyer's limited partner investors who, in turn, monitor their returns from private equity partnership interests as compared to alternative investment opportunities and (2) provide a sufficient "carry" to the financial buyer (i.e., the general partner of the fund) and its principals.

The strategic buyer doesn't have such rigid restraints, but, on the flip-side, the strategic buyer cannot necessarily be expected to be twice (or more, on the basis of leverage) as excited for a deal that might be projected to produce twice the EBITDA of a competing acquisition target. The deal has to make strategic sense—whatever that means in the context of the particular buyer and seller (typically technology and human resources)—with less regard to financial projections than that applied by the financial buyer.

PRACTICAL TAKE-AWAYS

Like Dell's advice to "Know Your Audience", the above overview is fairly basic and obvious on its face, but is hopefully a good reminder that not every M&A exit is the same, and a seller can have a meaningful opportunity to maximize value by customizing its approach to a deal depending on the profile and objectives of the likely buyer.

More specifically, consider the following:

·        Company Information: A seller might consider preparing customized offering materials (e.g., a teaser / executive summary, information statement, etc.)—one set for strategic buyers and one set for financial buyers. While the overall information may be largely identical, the prioritization and emphasis could vary between the two sets of documents.

·        Price Expectations: A seller should approach a sale process armed with up-to-date information as to (1) recent comparable sales from which its value assumptions are derived, with further comparisons of prices obtained from financial vs. strategic buyers, and (2) the current availability and terms of debt financing for the acquisition.

·        Readiness to Transact: If the seller has a need, for whatever reason, to quickly initiate a sale process and must prioritize its preparation for engaging with potential buyers, the management team should consider whether to focus on financial statements and systems, confirming adequate protection of its core intellectual property, gauging its employees' interest in continuing employment with certain potential buyers, etc. commensurate with the profile and likely priorities of the likely buyer.

·        Hiring Advisors: The seller should consider hiring a reputable investment banker with industry-specific expertise and experience engaging with strategic and financial buyers alike. The seller should also engage counsel and other advisors with particular expertise successfully completing deals with the type of buyer likely to engage with the selling company.

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JPMorgan Chase & Co. recently published its 2009 M&A Holdback Escrow Report. The study summarizes data points relating to holdback escrow accounts used in M&A transactions. The study defines "holdback escrow" as an escrow structure in which a portion of the deal consideration is placed into escrow as security for any post-closing purchase price adjustments or indemnification claims.  The sample size of the study is 443 transactions between January 2007 and June 2008 in which J.P. Morgan was engaged.

A few observations:

• Escrow Deposit Amount: The study reflects that 7 – 15% of the purchase price was deposited in 51% of deals reviewed in the study, with 10% of the purchase price as the median amount deposited. (See page 5 of the study).
• Escrow Lifespan: 50% of agreements reviewed in the study specified a termination date to disburse funds, and 50% provided that the escrow would terminate only upon written instruction of the parties to disburse funds. For deals with scheduled disbursement dates, the time periods for disbursements ranged from one month to 72 months. The most common scheduled disbursement dates were set at 12, 18 and 24 months from the closing date. (See page 6 of the study).
• Claims—Generally: Claims were made in 40% of the deals reviewed in the study. Of that 40%, 25% of such claims related to a working capital or other contemplated purchase price adjustment and the remaining 75% related to indemnification claims. Of 178 indemnification claims made by buyers, 176 received a recovery of some amount. The average recovery was 60% of the original claim. (See page 9 of the study).
• Types of Indemnification Claims: Of all indemnification claims made in the deals reviewed in the study, those claims were categorized as follows: (1) breach of representations and warranties (40%); (2) not specified or "other" (33%); (3) accounts receivable (11%); (4) tax (7%); (5) environmental (3%); and (6) litigation (2%). (See page 10 of the study). 

Thanks to Michael Balliet for sending us the study.

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After two years with few new issues, private equity firms are helping drive what appears to be a resurgence of an IPO market. The IPO market is showing some signs of resiliency for the remainder of 2009 and potential for significant growth in 2010 (see deal charts below). For private equity funds, the IPO market's rebound provides opportunities for liquidity and enables their portfolio companies to clean up their balance sheets by increasing equity and using the proceeds of an offering to pay off outstanding debt.

The recent up-tick includes issues on both U.S. and foreign exchanges (e.g., the U.K., Canada, and Australia are also experiencing increased fund-related IPO activity). Analysts project that the best prospects are in recession-proof sectors, such as education, energy, health care, and discounters.

Despite the recent up-tick in IPO activity, the capital markets remain unpredictable and fragile, and investor appetite for new issues may very well show volatility. Equity in highly-leveraged companies is increasingly difficult to sell, affordable credit is scarce, and the dilutive effect of new issuances on existing equity exposes companies and their boards to investor scrutiny. Private equity’s ability in the near-term to navigate these challenges will be critical in obtaining liquidity in the capital markets.

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