Thursday, April 05, 2007

Pssst, You Wanna Buy a Company?

There are three forces driving the incredible buy-out binge of the private equity firms: 1.) low interest rates, 2.) strong free cash flow growth of corporations, and 3.) the Enron-Sarbanes, Oxley effect. The first two forces are self explanatory and offer the opportunity for the buy-outs. Point three needs some discussion, but at its end, provides the motivation by all parties to do the buy outs. Sarbanes Oxley is the law that, among other things, requires CEOs and CFOs to certify all financial results under threat of criminal penalties. This law was passed by Congress in response to Enron, Worldcom, and the other corporate and accounting scandals that came to light in recent years. In short, Sarbanes -Oxley's only reason to exit is investors' mistrust of accounting and financial reporting in corporate America. Indeed, this mistrust of corporate America, which is both real and growing is the linchpin that holds the private equity juggernaut together. Is it any surprise that the recent explosion in private equity buyouts has coincided with the latest corporate scandals involving the back dating of executive options. The legacy of Enron, et al., means that investors must "discount" all corporate financial reporting for the possibility that what they are seeing "ain't" what they are getting. This discount is imposed on the entire market in a "one-bad-apple" effect and dampens how much investors are willing to pay for earnings. My PE model indicates that the Dow Jones Industrials should be trading at about 17 times earnings. It is now selling at under 15 times 2007 earnings. Now comes the private equity crowd with solutions aplenty. They offer to pay a premium for the "good-apple companies," which pleases the shareholders. (In truth, however, they are really only paying what the market price would have been in ex-Enron days.) "Good apple" corporate managers, who in another day would be fighting the private equity crowd, now become their apologists because they are offered their current jobs and bonuses, and they can leave Sarbanes-Oxley behind because its onerous rules do not apply to private companies. Finally, the private equity firms make their investors happy because they are buying companies on the cheap, and in 3-5 years, they will be able to resell the same companies back to the same shareholders for a 100-200% profit. Einstein is reported to have said that the greatest invention of all time was compound interest. He obviously had never heard about these private equity deals. I make the private equity crowd out to be sharks. They are not. They are just shrewd capitalists taking advantage of the fears and doubts of post Enron investors. But there is a sign that the perfect storm that the private equity firms have been riding is coming to an end. Blackstone, one of the largest private equity firms is going public. Let me say that another way: Blackstone, one of the smartest outfits on the planet is now willing to sell a piece of itself to the public and thus, become a public company, governed by Sarbanes-Oxley. I wish Mark Twain were alive today to give us a pithy quote.