Subscriber Content Preview | Request a free trialSearch  
  Go

The Deal Magazine

   Request magazine  |  Subscribe to newsletter
Print  |  Share  |  Discuss  |  Reprint

Movers & shakers: July 25-Sept. 4, 2011

by The Deal staff  |  Published July 22, 2011 at 1:01 PM

Whether you are rebuilding a Ford Mustang, trying to compare the ride of a Mercedes and a Lexus, or seeking to sell your automotive parts manufacturing company, Justin Mirro is a handy person to know.

The Detroit native and auto enthusiast has been around the auto business his entire professional life. He's worked as a test driver for Car and Driver magazine; as an engineer for General Motors Co. and Toyota Motor Corp.; and as an industry banker at ABN Amro Bank NV, Salomon Smith Barney, Schroder Wertheim & Co., Jefferies & Co. and Moelis & Co.

In June, he joined RBC Capital Markets in New York to head its new U.S. automotive investment banking group, part of the Canadian bank's push to build its investment banking presence in various sectors.

Mirro, 42, comes to RBC at a time when the auto industry is showing signs of life following the dramatic, government-assisted 2008 restructurings of General Motors Corp. and Chrysler LLC that rippled through the supplier base.

Mirro recently discussed the state of the auto industry, its outlook for dealmaking and his move to RBC with The Deal magazine.

The Deal magazine: The auto industry has been through a well-documented period of turmoil in recent years. Have we finally moved past that?

Justin Mirro: We've come a long way. When I began my banking career in Detroit back in the 1990s, it was all about M&A, equity offerings and high yield, but following that, yes, we entered a period of substantial restructuring. Now my automotive clients have retooled their operations and are doing well. Most suppliers restructured to break even at reduced production levels, and now everyone is making money, and they are looking for capital to grow.

The restructuring was depressing on one hand but refreshing too to see the supply base address their overcapacity and other issues. We have today a robust supplier base in North America.

Will that growth come in the form of ­mergers and acquisitions?

It's a case-by-case basis. Historically in the sector, capital expenses equal between 4% and 6% of sales, but right now some companies are spending upwards of 10% of sales because they are winning new programs. The automakers, after a few years of restructuring where they did not introduce a lot of new models, are now pushing new vehicles, causing a need for suppliers to buy new equipment and retool their machinery.

There is an interest in dealmaking in certain sectors, like electronics, where there is demand for talent and new products. And we also have M&A activity heating up because capital markets, and in particular debt markets, have opened up. A lot of the sponsors who have owned auto assets are looking at the markets and deciding now is a good time to sell. There are some strategic buyers who might not be looking to consolidate, but they are seeing businesses go on the market and don't want those businesses going to a competitor or another sponsor, so they are deciding to make a run at it themselves.

At Moelis & Co., you advised a Chinese entity in its purchase of the Nexteer Automotive business of General Motors for a reported $450 million. The deal stands out as one of the few of many rumored involving potential Chinese suitors to actually be completed. What can be learned from that transaction?

It was a landmark deal, I think, and the lesson to be learned is that the Chinese are for real and can close even a complex deal. This was a full-blown auction where you are buying an asset from its single biggest customer that required a lot of structuring and a lot of patience to get done. I think it was a real eye opener for Western companies.

The reason the Nexteer deal got done while others fell apart is Nexteer relied on technology and a global footprint. This is a business with over 1,000 patents and an army of engineers, and fit well with the Chinese push to shift their model from being a contract manufacturing country to a global brand with technology.

Why the move to RBC?

Clients always say they like unbiased advice, but still want the full arsenal of services a bigger bank such as the Royal Bank of Canada can offer. The platform at RBC Capital Markets offers both. RBC has built an entire framework of tools for clients, and they are turning on the faucets by hiring industry guys like me who can utilize that platform they put in place.

This is a firm that has been prudent and has been working very closely with the auto industry for many years, lending to the likes of GM, so there are strong relationships.

For several years, RBC has had one of the best credit ratings of any financial institution in North America, which is greatly important for automotive lenders. I can meet with a client and discuss an accounts receivable securitization program or something similar, and we are the best. That is a big feather in the cap. - Lou Whiteman


Investment bank Rothschild is looking to import an advisory service from Europe into the U.S.

The firm has hired Jefferies & Co.'s Matthew Sperling, 43, to launch a North American equity advisory group designed to help companies structure stock offerings, select and coordinate with underwriters and obtain optimal pricing and terms.

While only a handful of firms engage in U.S. equity advisory, including Lazard, Rothschild, Moelis & Co. and Greenhill & Co., in Europe it's a big business. And Rothschild believes it is about to take off here.

"In Europe about 50% of equity offerings have an independent financial adviser, and of that we have about a 50% market share," says Jim Lawrence, CEO of Rothschild North America. "Something the rest of the world ironically gets the U.S. has not gotten yet, but it's moving in the right direction. The trend is emerging here."

As evidence, Lawrence notes that Rothschild has advised on several U.S. listings, including the $230 million initial public offering of German global metering company Elster Group SE in 2010, a $70 billion secondary offering by Brazil's Petroleo Brasileiro SA the same year and two stock offerings totaling about $593 million for Toledo, Ohio-based Owens Corning this year and last. Overall, since 2009 the firm has advised on 114 equity offerings worth more than $200 billion, with a primary focus on the London, Paris, Frankfurt and Hong Kong markets.

Adam Young, Rothschild's global head of equity advisory in London, says equity advisers first gained a presence in Europe during the privatization wave of the 1990s, "when governments had little knowledge of equity capital markets and were hiring advisers to help them put deals together." The business has had limited penetration in the U.S., he says, because the bulge-bracket "oligopoly" has made it difficult for equity advisers to "convince clients they can make a difference." Indeed, one Wall Street banker notes that in the U.S., "between having sophisticated counsel, investor relations, a board that's been there before and a handful of underwriters," companies issuing stock don't feel the need to bring on another outside adviser.

Sperling, a former securities lawyer, hopes to leverage Rothschild's restructuring business to pick up clients, noting that many of those entities ultimately emerge from bankruptcy as publicly traded companies with "unnatural holders of equity who will need to monetize that into the market." Rothschild also plans to "go client by client and sector by sector globally" to determine "who is likely to be issuing equity," Lawrence adds.

Sperling began his banking career at Credit Suisse Group in 1997 after spending three years at Simpson Thacher & Bartlett LLP. In 2001, he joined the equity capital markets team at UBS and left for Jefferies' group in 2006. He crossed paths with his new employer when pitching to underwrite the Elster Group IPO, which Jefferies did not land. His deals include a trio of stock sales from 2007 to 2009 for Brigham Exploration Co. totaling $583 million and a $290 million 2008 offering for Solutia Inc.

With Sperling on board, Young will no longer be "flying back and forth between London and New York killing himself," says Lawrence. And Sperling might get some help, too. "It's a pay-as-you-go sort of thing," Lawrence notes. "As we get more business, Matt will get more staff." - Michael Rudnick


Advisory boutique Centerview Partners LLC, founded five years ago by dealmakers Stephen Crawford, Blair Effron, Adam Chinn and Robert Pruzan, has called on a pair of restructuring specialists from Pruzan's old firm, Dresdner Kleinwort Wasserstein, to launch a restructuring practice of its own.

Marc Puntus, 44, and Sam Greene, 40, joined New York's Centerview in July from Miller Buckfire & Co. LLC, which was spun out of Dresdner Kleinwort's North American restructuring group in 2002. At Centerview, Puntus and Greene are charged with building a restructuring group during a down cycle for the restructuring business.

"Despite the fact that the market is a little bit slower, which I think is largely a consequence of interest rates being artificially low, there is still business out there, whether it's overleveraged companies that don't have access to capital, poor management, companies impacted by rising commodities prices or a sector in distress as a consequence of a change in government regulation," says Puntus. 

Plus, he says, another restructuring cycle may not be far off. "As interest rates rise back to normal levels in the current economic environment, we think we are going to see opportunities across virtually every sector at companies that employ leverage as part of their business models," Puntus adds.

Puntus and Greene say they joined Centerview in part to be at a boutique that covers specific industry sectors through its M&A advisory practice -- coverage of a type that Miller Buckfire did not provide. Their departure from the firm comes shortly after St. Louis-based Stifel Financial Corp. announced plans to purchase $40 million worth of senior preferred interests in Miller Buckfire for an undisclosed stake and after co-founder Henry Miller announced his retirement as chairman.

The firm has suffered other departures of late, including managing director Ronen Bojmel, who has yet to resurface, and managing director Lloyd Sprung, who in May joined Evercore Partners Inc., which, like Centerview, is seeking to expand its restructuring practice.

Puntus would not comment on the departures or the Stifel deal. He started his career at Weil, Gotshal & Manges LLP, which he joined after graduating from Boston University School of Law in 1993. Puntus moved to Dresdner Kleinwort's restructuring group in 2001. He cites his work for Aurora, Ontario, racetrack operator Magna Entertainment Corp., which filed for Chapter 11 in March 2009 and emerged in April 2010 after selling assets, as one of his important deals. "Magna was a deal with several interesting dynamics," he says. "The owner was also the largest lender, and several of the assets were potentially worth more as real estate than as operating racetracks."

Greene launched his career at Wasserstein Perella & Co.'s restructuring group in 1997, which he joined straight out of Fordham University School of Law. Wasserstein Perella, of which Pruzan was president, was acquired by Dres-dner Kleinwort in 2001. Greene says his "seminal" deal was advising San Jose, Calif.-based energy giant Calpine Corp. on its restructuring. Calpine, which had more than $20 billion in debt, emerged from a complex three-year bankruptcy in 2008 with a record $9.6 billion exit loan and a deal with creditors and shareholders that enabled the company to avoid potentially bruising valuation hearings.

Puntus and Greene are bringing two other professionals from Miller Buckfire with them to Centerview. Karn Chopra is joining as a principal, and Ryan Kielty as an associate. More could follow. Centerview plans to "populate the practice from the analyst level up as is needed to support dealflow," Puntus says. Hopefully, it's dark days ahead as far as this duo is concerned. - M.R.


Wells Fargo & Co. had long had the makings of a formidable adviser to technology companies: a Northern California base near Silicon Valley; lending relationships with blue-chip tech companies including Cisco Systems Inc., Oracle Corp. and Microsoft Corp.; and a sizable balance sheet. But it lacked a key ingredient -- an investment banking advisory business.

That changed with its 2008 merger with Charlotte, N.C.-based Wachovia Corp., which had Wachovia Securities LLC, a unit that housed its investment bank, corporate bank, capital markets business and treasury services operation, but didn't really focus on tech companies. But Jonathan Weiss, 53, and Rob Engel, 47, managing directors and co-heads of investment banking and capital markets at Charlotte-based Wells Fargo Securities LLC, saw an opportunity to create what Engel calls "a power alley" for the combined bank by providing Wells' commercial and corporate banking products and Wachovia's capital markets and M&A services to Wells' technology customers.

To that end, last year Wells hired Gerry Walters, 41, as managing director and head of West Coast technology out of San Francisco from Oppenheimer & Co., where he headed Internet and digital media. Walters was joined by Tim Schar, 41, managing director in equity capital markets specializing in technology, media and telecom, from San Francisco consulting firm ServiceSource International Inc., where he was vice president of finance and interim CFO. John Jinishian, former co-head of tech investment banking at Cantor Fitzgerald LP, was brought on board in May as managing director and head of West Coast tech M&A. The newest recruit is Akhil Ahuja, who joined in July as a director. He previously covered computer hardware companies at J.P. Morgan.

The hirings paid off when Wells served as a co-manager on the $235 million initial public offering of Oakland, Calif., streaming music service company Pandora Media Inc. in June. Other key assignments include serving as joint bookrunning manager on Cisco's March $4 billion senior unsecured note offering and acting as joint bookrunning manager on Dell Inc.'s October 2010 $1.5 billion senior unsecured note offering.

"An area of strength where we've immediately leveraged some legacy Wells Fargo relationships with a real strong capabilities platform from Wachovia is investment-grade bonds," says Walters. According to Dealogic, Wells Fargo has grabbed the No. 9 spot in U.S. tech debt underwriting, with about $1.8 billion worth as of July 19.

The tech team has yet to make much headway in M&A advisory, although last year Wells advised Monett, Mo.-based Jack Henry & Associates Inc., a computer systems and outsourced data provider, on its $300 million acquisition of online payment services provider iPay Technologies LLC from Spectrum Equity Investors LP and Bain Capital LLC's venture capital arm, Bain Capital Ventures. Walters is optimistic that more deals will follow. "Companies are massively flush with cash," he says. "If conversations we've had for the last three months are any indication, this is a very good M&A market." - M.R.

Share:
Tags: Centerview Partners LLC | General Motors Co. | Greenhill & Co. | Jefferies & Co. | Justin Mirro | Lazard | Miller Buckfire & Co. LLC | Moelis & Co. | Rothschild | Toyota Motor Corp. | Wachovia Securities LLC | Wells Fargo & Co.
blog comments powered by Disqus

Meet the journalists



Movers & Shakers

Launch Movers and shakers slideshow

Ken deRegt will retire as head of fixed income at Morgan Stanley and be replaced by Michael Heaney and Robert Rooney. For other updates launch today's Movers & shakers slideshow.

Video

Coming back for more

Apax Partners offers $1.1 billion for Rue21, the same teenage fashion chain it took public in 2009. More video

Sectors