http://www.wpcarey.com/finance

London

Lister Joins Permira As It Prepares To Raise A Fourth Buyout Fund

By Giada Cardoletti

11/9/2005 – Pan-European buyout firm Permira Advisers Ltd. has hired U.S. buyout industry veteran Thomas H. Lister, who recently left Forstmann Little & Co.

Lister, 41, departed New York-based Forstmann, which is gradually winding down its operations, in October. He had been with the firm for more than a decade, working on such high-profile international deals as the acquisition of the IMG talent agency last year and the takeover of Ziff Davis Media Inc. in 1994. Lister also helped raise Forstmann's funds.

In his new role, Lister will work alongside long-time Permira Partner Allen Haight in heading a team of five executives in charge of scouting for international deals that originate in the U.S.

"The goal is not to compete in the relatively well-saturated U.S. market by looking at U.S. companies, but to look for companies with international operations like Intelsat," said Lister. Permira invested in the Bermuda-based satellite company in March.

Lister joined Permira Nov. 1 and will likely be important as the U.K.-based firm prepares to raise its next fund. Several limited partners in Permira's current fund say that effort could come early next year.

Permira hasn't sent out its PPM, but investors said Permira Europe IV is likely to be bigger than its EUR5.1 billion predecessor, the region's largest buyout fund at the time it was raised in 2003.

Permira Europe III is currently 60% invested, according to Philip Basset, a partner with Permira in charge of fund-raising. He declined to comment on the firm's fund-raising plans or to confirm a report from the Financial Times saying that the firm is preparing to market a new fund with a EUR7 billion to EUR8 billion target.

Such a fund would be the largest to date raised outside the U.S.

Investors in the current Permira fund, which had generated an internal rate of return of 23.2% for the California Public Employees' Retirement System as of June 30, said Permira has several deals in the pipeline. Depending on when those deals close, the firm could be in the market in the first quarter of 2006.

One investor said he hoped Permira would not raise its target substantially. He believes European buyout firms don't necessarily need gargantuan funds like those raised by some U.S. firms.

However, if the firm is looking to widen its investment scope beyond Europe to include more international investments, as the hiring of Lister appears to indicate, a larger fund would probably make sense, investors said.

Permira also recently opened a Tokyo office, solidifying its position as one of only a few European firms with an international footprint.

Reach Permira at +44-207-632-1000.

http://www.permira.com

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Pittsfield, Mass.

Bain Capital Asks Court To Ratify Dealings With KB Toys

By Peg Brickley

Retail

11/9/2005 – Boston private equity investor Bain Capital LLC and former KB Toys Chief Executive Michael L. Glazer have gone on the offensive in a running legal battle over $120 million in cash they took from the toy retailer less than two years before it collapsed in bankruptcy court.

Bain has asked Delaware's Court of Chancery to rule that it did no wrong in connection with the April 2002 recapitalization of KB Toys, and that it can keep its share of the money, believed to be about $88 million.

KB Toys halved its string of stores after filing for Chapter 11 protection in January 2004, and sold its remaining operations for $20 million before exiting bankruptcy in August.

Under the Chapter 11 plan, KB Toys set aside $3 million to fund lawsuits, including one long in the works aimed at recouping money from Bain and KB Toys' former managers from the April 2002 deal.

Creditors of the company said the transaction left KB Toys doomed to fail.

Earlier this year, a bankruptcy judge temporarily stymied a Chancery Court lawsuit brought by Big Lots Inc. over the dividend recapitalization.

A Big Lots predecessor sold KB Toys to Bain and top KB managers, and sued the private equity firm and Glazer for about $50 million that it says it is still owed.

A bankruptcy judge stayed the action after lawyers for KB Toys said Big Lots' Delaware Chancery Court action was a distraction.

Now Bain, its executives and KB Toys' former chief have asked the Delaware Chancery Court to issue a declaration that they did nothing illegal in authoring the payout to shareholders - chiefly Bain and KB Toys managers - of excess cash in the company in 2002.

In the meantime, lawyers who are looking for cash for KB Toys' creditors have asked a bankruptcy judge to order Bain Capital to preserve and produce documents detailing its dealings with KB Toys.

There are only four emails among the more than 22,000 documents Bain has handed over so far to KB Toys' creditors, say court documents filed Friday in bankruptcy court. That fact has triggered suspicion that the private equity fund hasn't handed over all the relevant documents.

While creditors' lawyers were filing papers in bankruptcy court seeking help investigating a possible lawsuit against Bain, Bain was filing papers in Delaware Chancery Court seeking a declaratory judgment that what it did was right.

According to the private equity fund, Bain boosted KB Toys' liquidity significantly after buying it from Big Lots in 2000.

The decision to distribute excess cash to shareholders less than two years later didn't dent the retailer's prospects for long-term survival.

What took KB Toys down was not lack of cash, Bain argued in court papers filed Friday and made public Monday.

The retailer's demise was due to competition from Wal-Mart during the 2003 holiday season, competition that KB Toys and its leaders couldn't have foreseen when they approved the dividend recapitalization deal.

A bankruptcy judge is scheduled to review the bid by KB Toys creditors to get more information from Bain on Nov. 29. No hearing has been set in the Chancery Court matter.

Reach Bain at 617-516-2000.

http://www.baincapital.com
http://www.kbtoys.com

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Large / Clifton, N.J.

Strings Attached In Apollo's Buyout Of Linens 'N Things

By Jennifer Waters

Retail

11/9/2005 – Linens 'N Things Inc.'s shares stumbled Tuesday as Apollo Management LP agreed to buy the company for $1.3 billion - a deal that's contingent on the troubled housewares retailer clearing certain financial hurdles.

The $28-a-share acquisition, approved by the Linens 'N Things board, is expected to be completed by the beginning of the second quarter. The company said last month that it was exploring "strategic alternatives," including a potential sale.

The buyout premium works out to about 6% over Monday's closing price. Shares of Linens 'N Things moved as high as $27 in early dealings but closed at $25.96, off 44 cents, or 1.67%.

Keeping buyers' enthusiasm firmly in check, the deal appears to include a financing caveat that could ultimately derail it.

Apollo has received debt-financing commitments from Bear Stearns & Co. and UBS Securities. But the transaction is subject to various conditions, including that Linens 'N Things achieve earnings before interest, depreciation and amortization, or Ebitda, of at least $140 million for the full fiscal year.

There's also a covenant that comparable net sales come in no lower than negative 6% for the fourth quarter.

That could pose a problem for the Clifton, N.J.-based retailer, according to analysts. The seller of curtains, comforters, cutlery and cookware reported a 94% plunge in third-quarter results just last month as it struggled against Bed Bath & Beyond, its closest competitor, as well as a growing collection of home goods items at Wal-Mart Stores Inc. and Target Corp., among other chains.

If Apollo does complete the deal early next year, it will likely close 10% or more of the company's 516 stores, which generated $2.7 billion in sales last year, said Alan Rifkin, an analyst at Lehman Brothers. That will likely benefit Bed Bath & Beyond, which has been taking customers from Linens 'N Things steadily for years, Rifkin said.

For the latest quarter, Linens 'N Things said it made $1 million, or 2 cents a share, compared with the prior year's profit of $17.1 million, or 38 cents a share. Total sales fell 3.8% to $629.3 million, while same-store sales, a key industry metric of sales at stores open longer than a year, dived 10.2%.

The company blamed poor merchandising initiatives and weak customer traffic for the drop and laid out a six-point plan to resuscitate sales, but management didn't offer a fourth-quarter forecast.

As for the Apollo deal, "There are many variables (that) can be expected to impact satisfaction of these financial and other conditions to the debt financing, and the company cannot predict these results with certainty or provide assurance that these conditions will be achieved," Linens 'N Things said in the press release.

A recent planned $1.5 billion deal between School Specialty Inc. and the private equity firms that planned to take it private soured in October as a result of School Specialty's disappointing August and September financial results. Thomas H. Lee Partners and Bain Capital ended the deal when lenders, concerned over near-term financial and operating performance, terminated a financing agreement.

Apollo, however, was able to save a deal to acquire Metals USA even though the banks providing debt financing were concerned over the company's lower-than-expected Ebitda over the last year. A financing condition, which had previously required trailing 12 months Ebitda of $117.5 million, has been lowered to $113.8 million after Metals USA reported Ebitda of $114.3 million in the last quarter.

Nine-month Ebitda generated by Linens 'N Things is already down 38.5% to $54.5 million compared with last year. To reach the $140 million hurdle, the retailer would have to turn out Ebitda of $85.5 million for the fourth quarter, which would represent a 9% decline compared with last year, according to Deutsche Bank Securities Inc. analyst Michael Baker.

"While fourth quarter has historically been a better period for Linens 'N Things, this type of recovery in a difficult environment may be tough to achieve," he said in a research report.

Baker noted, too, that he's expecting fourth-quarter same-store sales to slump 5%, but he said the retailer already is running at minus 8.4% through October.

At Banc of America Securities, analyst David Strasser is looking for same-store sales to drop 3% for the quarter, but he sees full-year Ebitda at $128 million, falling well short of the required threshold.

"We would not encourage investors to own Linens 'N Things at these levels given the red flags raised in the financing terms and the softness in the high-yield market," Strasser told his clients.

Officials at Linens 'N Things didn't immediately respond to a phone call seeking comment. Apollo Management declined to comment.

Reach Apollo at 914-694-8000.

- With reporting by James Covert

http://www.lnt.com

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Small / Tulsa, Okla.

Energy Spectrum Backs New Midstream Co. Clear Creek

By Shasha Dai

Oil & Gas

11/9/2005 – Energy Spectrum Partners is increasing its investments in the booming midstream business, backing the launch of Clear Creek Energy Services LLC with a $50 million-plus equity investment over the next few years.

The investment will be made from the firm's most recent fund, Energy Spectrum Partners IV LP, which closed on $350 million last year, said Craig Kogan, an Energy Spectrum managing director. That fund focuses on service providers and infrastructure assets that support the oil, gas and power industries, LBO Wire has reported.

"We are attracted to the midstream sector, given the fundamental infrastructure need of the oil and gas business," Kogan said. Midstream companies help drilling and exploration concerns to get their products to the market, by gathering, compressing, processing and transporting oil or gas.

Clear Creek, of Tulsa, Okla., focuses on producers in the Rocky Mountain region, especially the Powder River Basin. It intends to do business with oil and gas companies in other basins in the mid-Continent, western and southern Texas, and the Gulf Coast, Kogan said. Clear Creek already has offices in Gillette, Wyo., and Houston, in addition to its Tulsa headquarters.

Energy Spectrum is betting on the industry expertise and connections of Clear Creek's management team, who came from Clear Creek Natural Gas LLC, the predecessor firm that transferred its operating assets to the new entity.

Fred Pace, currently Clear Creek's chief executive, had previously founded energy consulting firm P.A.C.E. Engineering Inc., also of Tulsa, which he later sold to a subsidiary of Exelon Corp. in 2000. Other Clear Creek executives include Tim Bolding, president and chief operating officer, and Mark Bolding, executive vice president. Pace and the Bolding brothers co-founded Clear Creek's predecessor in 2003.

The midstream business is a sweet spot for Energy Spectrum, which launched in 1996. The firm's prior investments in the area include Bayard Drilling Technologies Inc. and Falcon Gas Storage Co., according to its Web site.

Energy Spectrum also invests in upstream, or oil and gas exploration and development, companies. In addition, the firm has an advisory unit, which provides investment banking and advisory services to the oil and gas industry.

Reach Energy Spectrum at 214-987-6100; and Clear Creek at 918-629-0154.

http://www.energyspectrum.com
http://www.clearcreek-es.com

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Mid-market / Nashville, Tenn.

Trimaran-Backed For-Profit School Co. On Buying Spree

By Rimin Dutt

Other

11/9/2005 – Educational Services of America Inc., a provider of day schools for students with learning disabilities backed by Trimaran Capital Partners, is growing rapidly.

Thanks to organic growth and add-on acquisitions, including one that was just announced, the school's revenue and earnings before interest, taxes, depreciation and amortization have exploded, said Jay Bloom, a managing partner at Trimaran. Revenue is expected to be about $70 million in 2005, up from about $6 million when Trimaran acquired it in October 2004. Ebitda, meanwhile will clock in at around $9 million this year, up from breakeven in 2004.

All acquisitions have been funded with equity from Trimaran, Bloom said.

In its latest acquisition -- its sixth since being bought by Trimaran - Educational Services has agreed to buy Ombudsman Educational Services from its family founders for an undisclosed sum. Libertyville, Ill.-based Ombudsman has over 60 accredited learning centers, and annual revenue of about $10 million. Earnings before interest, taxes, depreciation and amortization, or Ebitda, is about $2 million, said Bloom.

This deal brings Nashville, Tenn.-based Educational Services to over 2,800 enrolled students and a staff of more than 1,500, Bloom said.

Trimaran's total equity commitment to Educational Services is about $60 million, about $45 million of which has been tapped thus far, said Bloom. The firm plans to continue its growth strategy and doesn't plan an exit any time soon, said Bloom.

Reach Trimaran Capital at 212-885-4300.

http://www.trimarancapital.com
http://www.esa-education.com
http://www.ombudsman.com

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http://www.warburgpincus.com

Oklahoma City, OK

Six Flag's CEO Asks Investors To Back Board

By Dwight Oestricher

Travel & Leisure

11/9/2005 – Six Flags Inc. Chairman and Chief Executive Officer Kieran Burke has again urged investors not to support a group seeking to take over the board and instead wait for Six Flags to finish the process of selling the company.

During a conference call Tuesday to discuss third-quarter results, Burke said that a number of capable financial and strategic buyers had emerged and the company expected final bids in early December.

"I am confident that we will have an attractive transaction to recommend to shareholders by the end of December," Burke said.

The New York regional theme park operator put itself up for sale in August after Red Zone LLC, an investment vehicle of Washington Redskins owner Dan Snyder, began an effort to replace Burke and two other board members with his own candidates.

Red Zone, which holds about 11% of Six Flags' stock, is seeking shareholder consent to remove Burke and fellow directors Stanley Shuman and Chief Financial Officer James Dannhauser. Snyder, Mark Shapiro, the former ESPN president of programming and production and now Red Zone's chief executive, and Dwight Schar, chairman of home builder NVR Inc., would then be named to the board.

Last week, Diaco Investments LP, which owns about 9.8% of Six Flags' stock, threw its support behind Red Zone, saying that it opposed a sale of the company.

Snyder's ideas for Six Flags include getting rid of the Mr. Six advertising campaign, outsourcing concessions, eliminating some admission discounts and selling undeveloped land around some parks.

Burke called Snyder's plans "misguided, ill-conceived and potentially harmful to shareholders since it would hurt the current operating strategy and could derail the sale process. He added that commercials featuring the dancing Mr. Six character have been very effective in promoting attendance, that eliminating discount pricing would hurt attendance and getting out of the concessions business could cost the company about $60 million in annual profits.

In the third quarter, Six Flag's revenue rose 9.8% to $559 million from $509 million a year ago as attendance increased by 4% and per capita spending improved by 5.5%. The company posted third-quarter earnings of $195.6 million, or $1.29 a share, better than the $56.4 million, or 53 cents a share, of the year-ago quarter and the $1.20 projected by a Thomson First Call survey of analysts.

Looking into 2006, Six Flags said it expects adjusted earnings before interest, taxes, depreciation and amortization of $340 million, with attendance up 3.5% to $4% and revenue up $6.5% to 7% in the year. Adjusted Ebitda for the third quarter was $277.3 million, up from $245.3 million a year ago.

Shares of Six Flags closed down 13 cents, or 1.76%, at $7.26 on volume of 1.1 million shares, compared with average daily volume in the NYSE-listed stock of 1.8 million shares.

If he won shareholder approval for his plan, Snyder would pay about $6.50 a share for 22 million Six Flags shares for Red Zone to have a 35% stake - but only if the stock were trading at or under $6.50 a share.

Burke again said that Snyder was trying to gain control of Six Flags without paying a premium to get the company. Snyder said in a filing with the Securities and Exchange Commission that buying the company would be prohibitively expensive. He added that he thought it would be difficult for Six Flags to be sold, considering its debt load of about $2.2 million, as well as the payments to executives triggered by a change of control.

http://www.sixflags.com

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Large / Detroit

If GMAC Is Sold, PBGC May Make Claim For Proceeds

By Lee Hawkins Jr. and Michael Schroeder

Financial Services

11/9/2005 – If General Motors Corp. raises $11 billion to $15 billion by selling a stake in its highly profitable consumer-finance arm, the U.S. agency that partly guarantees defined-benefit pension plans could demand that a chunk of the windfall go to GM's pension funds rather than to shareholders or to the development of new auto models.

The Pension Benefit Guaranty Corp. may seek pension payments from GM to safeguard against a taxpayer bailout of the auto titan's U.S. pension funds, experts and analysts say.

Douglas Elliott, president of the Center on Federal Financial Institutions, a nonpartisan think tank, said a termination of General Motors' $100 billion pension plan could result in a claim on the PBGC larger than the total of all the previous claims on the agency since it was created in 1974.

The PBGC usually has little authority to meddle in the business affairs of companies whose plans it guarantees. But when a company has debt ratings that are below investment grade and has an underfunded pension plan, the PBGC has the leverage to demand that the company contribute proceeds from asset sales to its pension funds, rather than making payouts to shareholders or other investments, according to an advisory on the PBGC's Web site. The PBGC has in the past secured an agreement from GM to put billions raised from asset sales into its then-underfunded pension trusts.

"The PBGC could get some agreement on what GM will do with the proceeds from GMAC in return for protecting the buyer or approving the [General Motors Acceptance Corp.] transaction," said Brian Johnson, an analyst with Sanford C. Bernstein & Co.

A key question is whether GM's pension funds are fully funded now. The auto maker has reported that its $91 billion domestic pension plans are fully funded, as of the end of 2004. But the PBGC calculates that the plans are underfunded by an estimated $31 billion. The difference between the two estimates: The PBGC estimates liabilities based on the cost of paying retirement benefits if the plans are terminated today. GM's estimate, which uses accepted accounting standards for valuing assets and liabilities that can give a rosier picture, provides a snapshot of the health of its plans at the end of 2004.

Separately, the Securities and Exchange Commission is investigating whether the assumptions GM has used to calculate its pension liabilities are overly optimistic. Even a relatively small change in those assumptions could drop GM's pension funds into the red, according to GM's own measures.

"We are in compliance with funding requirements for our U.S. pension plans," says GM spokeswoman Toni Simonetti. She declined to indicate if the PBGC has raised specific concerns with GM about the GMAC transaction.

Speculation continues to swirl on Wall Street about GM and its future. The company has racked up losses of more than $3 billion this year, and its debt ratings have fallen below investment grade. Moody's Investors Service last week cut GM's junk rating by another two notches, while raising doubts about management's turnaround plans. Once unthinkable, the prospect that GM could someday seek Chapter 11 bankruptcy protection to unload its U.S. pension and health-care burdens is now the subject of considerable speculation, even though GM Chairman and Chief Executive Rick Wagoner has declared repeatedly that bankruptcy isn't an option.

GM's junk debt ratings have weighed down GMAC, which by itself is a healthy, profitable business that is a substantial player in both the consumer auto-loan and mortgage businesses. Freeing GMAC from GM's credit rating is one reason why Mr. Wagoner has said GM will seek to sell a controlling interest in the GMAC financing arm.

GMAC has provided most of GM's earnings for several years. Last year, for example, GMAC earned $2.9 billion, or about 80% of GM's total net income.

GM's stock has been taking a pounding, too. The company's share price is down 37% from its 52-week high of $40.82 set Dec. 28. In 4 p.m. composite trading yesterday on the New York Stock Exchange, GM's shares were down 89 cents to $25.86, giving the auto maker a market value of $15.41 billion.

The risks involved with GM spinning off part of GMAC and relying more on its core auto business are considerable, says Standard & Poor's Corp. auto analyst Scott Sprinzen. "We have a B-minus rating on, and we're still reviewing that rating," said Mr. Sprinzen. "It's still on credit watch, and we could lower the rating further, even if there's a transaction with GMAC."

Mr. Wagoner acknowledged in a recent interview that spinning off GMAC will put pressure on GM's auto business to perform, but said the spinoff is needed to secure GMAC a better credit rating. "We're going at it to get GMAC back to an investment-grade credit rating," he said. "That's sort of step one in the discussion. What we will do with the proceeds is to be determined."

http://www.gm.com

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Mid-market / Newark, Ohio

Brookstone Buys Cosmetic Packaging Maker Anomatic

By Jonathan Matsey

Industrial Goods/Services

11/9/2005 – Brookstone Partners has purchased Anomatic Corp., an aluminum treatment company that Brookstone plans to help expand in Asia.

Terms of the deal, the firm's third in as many years, weren't disclosed. Mezzanine firm Key Principal Partners said it provided $6.5 million total in preferred equity and subordinated debt. National City Bank provided senior debt and a revolving credit facility.

Previous owners William Rusch, president, and his brother Scott Rusch, executive vice president, will retain their titles and have minority stakes.

Based in Newark, Ohio, Anomatic produces anodized aluminum components largely for packaging companies serving the cosmetics industry. The anodizing process hardens the outside of the aluminum product in a way that allows it to be dyed. Neither Brookstone nor Key Principal would provide data on Anomatic's performance.

Dan Cohn-Sfetcu, a principal at Brookstone, said that the firm plans to help Anomatic establish a presence overseas, particularly in Asia. He said that the main driver in the push to Asia is the growing domestic market there. As an example of the growth in Asia, a report by Euromonitor shows that the cosmetics and toiletries markets in China grew 12% in 2004, accounting for about $7.9 billion in sales.

Both Cohn-Sfetcu and Cindy Babitt, principal at Key Partners, said that the expansion to Asia - and perhaps later South America and Eastern Europe - will be the main source of the company's growth and that acquisitions aren't in the works. "Our focus is on the growth we can get from going to China," Babitt said.

Cohn-Sfetcu said that Brookstone, based in New York, does not use a dedicated fund. Much of the money comes from partners, with the rest coming from high-net-worth individuals.

The firm aims to do one or two investments a year, said Cohn-Sfetcu. "We're active, hands-in investors, so we're not doing five to 10 deals a year," he said.

National City Bank has been a partner on all three of Brookstone's deals, he said. Its other two portfolio companies are Cincinnati-based Stonehouse Building Products and Elkhart, Ind.-based Gemeinhardt Co. Inc., a maker of flutes and piccolos.

Babitt said that this is the first deal between Brookstone and Key Principal.

Anomatic declined to comment.

Reach Brookstone at 212-302-7007.

http://www.keyprincipalpartners.com
http://www.anomatic.com
http://www.brookstonepartners.com

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Small / Milwaukee

Chicago Growth Leads Investment In New Accounting Services Co.

By Jonathan Matsey

Financial Services

11/9/2005 – Newly launched accounting services company Carpathia Financial Services LLC has secured $25.5 million in commitments from a group of investors.

Chicago Growth Partners led the investment group, which includes Peppertree Capital, Goldman Sachs Asset Management, and Carpathia Chief Executive Robert Wilson. Wilson, the founder of Carpathia, was formerly chief financial officer at Jefferson Wells International, another accounting services company purchased by temporary staffing company Manpower Inc. in 2001. Jefferson Wells was also backed by Chicago Growth.

Wilson remained at Manpower for several years before moving to set up his own company, Blank said.

Robert Blank, partner at Chicago Growth, said that the investors have put in about $6 million of the commitment so far. The funds will be used to finance the acquisition of RL Corp., an accounting services company doing business as Lordi Consulting and Peopleflex. RL is based in Philadelphia and will provide the first actual operations for the month-old Carpathia, which is based in Milwaukee.

RL's founders and owners, Chief Executive John Rapchinski and Principal Frank Lordi, will serve as chief operating officer and managing principal at Carpathia, respectively.

Blank said that Carpathia is aiming to roll up a number of small, privately held accounting services operators across the U.S. "It's a greenfield approach," he said. "Our intention is to become a national provider in the next four to five years."

Blank expects Carpathia to have revenue of about $100 million in five years.

The Carpathia investment is one of four that Chicago Growth has made in rapid-fire succession as it taps its newest fund, CGP VIII, Blank said. The other three are Genoptix Inc., a clinical reference company; eInstruction Corp., a developer of an interactive response pad; and Time Plus Inc., a provider of payroll services. The fund currently has $260 million in commitments and is targeting a $400 million close in early 2006, he said.

The Carpathia investment was split between the eighth fund and the firm's William Blair Capital Partners Fund VII, a $400 million fund raised in 2001. Chicago Growth is a spinout of William Blair.

Blank said that Carpathia was talking independently to both Chicago Growth and Cleveland-based Peppertree for a time as it sought financing. Eventually both firms decided to work on the financing package. Goldman Sachs is an investor in Chicago Growth's funds, and sometimes co-invests alongside the firm.

Reach Chicago Growth at 312-698-6300; Peppertree at 216-514-4949; Goldman Sachs at 212-902-1000.

http://www.gs.com
http://www.cgp.com
http://www.peppertreefund.com
http://www.lordiconsulting.com
http://www.peopleflex.com

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Omaha, Neb.

Welsh Carson-Owned Payment Processor Buys VC-Backed Trancentrix

By Shasha Dai

Financial Services

11/9/2005 – Ruesch International Inc., a payment processing firm owned by Welsh Carson Anderson & Stowe, said it has purchased Trancentrix Inc., a similar company that was backed by venture capital investors.

Financial details weren't disclosed. The combined company, which retains the Ruesch name, generates annual revenue of between $75 million and $100 million, said Thomas Staudt, Ruesch's chief executive.

The company offers services that range from processing checks electronically to global risk management. Its customers include Fortune 1000 companies as well as smaller businesses. Ruesch, with 330 employees, processes $17 billion worth of payment transactions each year for over 20,000 customers in the U.S. and Europe, Staudt said.

Welsh Carson acquired Ruesch, Washington, last December and named Staudt as president and chief executive, replacing the late company founder Otto J. Ruesch.

Trancentrix, Omaha, Neb., received $3 million in financing from Draper Atlantic, an affiliate fund of venture firm Draper Fisher Jurvetson in 2001, according to a company release around that time. Staudt said Draper Atlantic sold its interest to Welsh Carson and the Ruesch management.

Reach Ruesch at 202-408-1200; and Welsh Carson at 212-893-9500.

http://www.welshcarson.com
http://www.ruesch.com

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Mid-market / Waterloo, Ont.

Tricor Pacific Wraps Up Acquisition Of Beresford Box

By Staff Reporters

Industrial Goods/Services

11/9/2005 – Tricor Pacific Capital said that it has completed its acquisition of Beresford Box Co. Inc.

Toronto Dominion Bank and the Bank of Montreal provided senior debt. Other terms of the deal were not disclosed.

Based in Waterloo, Ont., Beresford Box also has a facility in Spartanburg, S.C. The company produces printed cartons and other packages for a variety of industries including pharmaceuticals, food and beverage, and consumer products industries.

Based in Vancouver, Tricor Pacific is a buyout firm that invests in companies with enterprise values of between C$25 million and C$250 million. The firm has a U.S. office in Chicago.

Reach Tricor Pacific at 604-688-7669.

http://www.beresford-box.com
http://www.tricorpacific.com

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Steamboat Springs, Colo.

Stripes Group To See 5x Return On Sale Of Apparel Co. SmartWool

By Rimin Dutt

Personal & Household Goods

11/9/2005 – Buyout firm Stripes Group LLC is expecting to see a roughly five times cash-on-cash return from the planned sale of socks maker SmartWool Corp. to publicly traded Timberland Co., said Kenneth A. Fox, founder and president of Stripes Group.

Timberland has agreed to buy SmartWool from Stripes Group and RAF Industries Inc., a middle-market investor, for about $82 million. The sale is expected to be completed by mid-December.

Stripes Group invested an undisclosed amount in SmartWool in a recap alongside RAF in January of 2003. Stripes will see a 70% gross internal rate of return, said Fox. The return will be much higher for RAF, which has been an investor in the company since 1995, he said.

Robert Fox, chairman and chief executive of RAF, which owns about 60% of SmartWool, declined to comment on expected returns except to say that they will be very good. The firm invested twice in company, in 1995 and again during the January 2003 recap, he said.

Steamboat Springs, Colo.-based SmartWool, founded in 1994, makes socks and apparel for men, women and children. The company will continue to be based in its current location and will operate under the leadership of Chip Coe, TimberLand said in a statement.

The company's annual revenue was just under $25 million at the time of the 2003 recap, and has since grown to around $42 million in 2005, said Kenneth Fox. Earnings have grown proportionally, he said. He attributed growth to a focus on expanding the company's retail distribution channels and streamlining its product line.

Wachovia Securities ran a limited auction for the company, only contacting strategic bidders, said Fox. Ropes & Gray LLP served as the legal advisor to Timberland.

New York-based Stripes Group has a private equity arm and a funds of hedge funds division. The firm uses capital from wealthy individual investors and its own managers to make investments.

Reach Stripes Group LLC at 212-207-3455; RAF Industries at 215- 572-0738.

http://www.stripesgroup.com
http://www.rafind.com
http://www.smartwool.com/

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Mid-market / Shelton, Conn.

TA-Backed Loan Service Co. Clayton Files For IPO

By Shasha Dai

Financial Services

11/9/2005 – TA Associates is slated to get back its equity investment in Clayton Holdings Inc., a service provider for the mortgage-backed securities industry, once the company goes public.

Shelton, Conn.-based Clayton plans to raise up to $230 million in common stock in its IPO, according to a filing with the Securities and Exchange Commission. The company didn't say how many shares it's offering or give a price range.

The bulk of the net proceeds, about $108.6 million, will go towards redeeming all the company's outstanding preferred shares, Clayton said. It will also use about $30.4 million to repay all outstanding notes, and will pay $13.25 million to its founders, including Margaret Sue Ellis and Stephen M. Lamando, the filing showed. The rest of the proceeds will be for general corporate purposes.

All told, TA Associates owns $106 million worth of Clayton preferred stock, according to the filing. The firm bought a majority stake in Murrayhill Co., the predecessor to Clayton, in May 2004 for $31.7 million of equity. It has put in additional money to steer Murrayhill through several mergers, creating Clayton as a holding company a few months ago.

TA Associates and other investors also hold about $30 million worth of notes issued by Clayton.

Clayton targets the mortgage-backed securities market, which originates loans and issues securities backed by interest paid on mortgages. The company provides services like due diligence, professional staffing, and credit risk management for buyers or sellers of such securities. For the six months ended June 30, the company posted net income of $3.05 million, down from $10.7 million for the same period in 2004.

William Blair & Co., Piper Jaffray, SunTrust Robinson Humphrey, JMP Securities and America's Growth Capital were listed as underwriters for the offering.

Reach Clayton at 203-926-5600; and TA Associates at 617-574-6700.

- with reporting by Denise Jia.

http://www.ta.com
http://www.clayton.com

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London

UK Regulator Reviewing 'Competitive IPOs' Favored By PE Firms

By Staff Reporters

11/9/2005 – The U.K.'s securities regulator is reviewing a new way that investment banks are hired to sell stock to see if there are conflicts of interest, according to people familiar with the situation.

The U.K. watchdog, the Financial Services Authority, is monitoring how investment banks and companies sell shares to the public in an initial public offering called a "competitive IPO." In this relatively new practice, the banks compete to manage the offering at the same time the firms' analysts are publishing research on those stocks, raising questions of if or how the research may influence which firms get the business.

Partly driving competitive IPOs are private-equity firms that are taking companies public and pitting investment banks against each other without naming the winning underwriters, also known as bookrunners, until just a few weeks before the offering. While the banks jockey for pole position in the offering, analysts are preparing their reports, meaning the analyst could feel pressured to write research that reflects favorably on the company offering stock.

Traditionally, a company going public has hired one or two investment banks as joint bookrunners and named them far enough in advance so that any stock research on the offering was published after the firms were hired to handle the deal.

At this point, the FSA is reviewing only the practice, these people said. Investment banks don't engage in competitive IPOs in the U.S., and so far, there have been just a handful of such deals in Europe, according to bankers.

Potential conflicts in stock research were the subject of a probe several years ago by New York state's attorney general, Eliot Spitzer, that led to 10 major securities firms agreeing to pay a total of $1.4 billion in penalties and funds to settle with Mr. Spitzer's office and other regulators.

An FSA spokesman declined comment on specific issues the agency is examining but noted that "conflict is an ongoing area of interest and concern to us, and it's an area that we're continuously monitoring."

But a person who has spoken with the agency on the matter said the FSA is proposing that its supervision teams ask banks to tighten their procedures for competitive IPOs and concomitant research. The regulator is unlikely to quickly engage in any enforcement action, this person said, but could make it known that it takes a dim view of the practice and will hope the market sorts it out.

The most prominent competitive IPO was earlier this year, when satellite operator Inmarsat PLC went public. The company chose the process to give shareholders the best value and "maximum of work" from the banks, said spokesman Chris McLaughlin. Nine banks initially competed for the right to handle the offering; four won: Morgan Stanley, Merrill Lynch, Lehman Brothers and the J.P. Morgan-Cazenove venture, Mr. McLaughlin said. The banks weren't available for comment or they said their procedures insured integrity and independence.

Mr. McLaughlin said Inmarsat explained the process to the FSA, and the company wasn't asked to make any changes. He said there was no risk of conflicts because the banks were chosen some five weeks before their research arms published reports on the stock.

Unlike the Securities and Exchange Commission, the FSA generally doesn't craft specific rules determining how banks and others in the market should act. Instead, it sets out what it calls general principles of behavior. The agency last spring updated these principles in regard to analysts and conflicts of interest.

The FSA doesn't specifically say that an analyst can't produce research ahead of an IPO, or that an analyst can't attend a marketing pitch to a potential new issuer. But its handbook says that banks need to consider whether activities "could create the reasonable perception that its investment research may not be an impartial analysis of the market." The FSA also cautions that firms should consider possible restrictions on the timing of research and whether they should label their research "impartial."

However, the reality is that if a bank says it won't produce a report because it could impinge its impartiality, the bank is unlikely to win an underwriting spot.

Another option is to include disclosure that the research isn't impartial according to FSA definitions, but that approach could pose problems for the banks that signed on to the global research settlement in the U.S. Additionally, banks may be prevented from taking this route by legislation recently enacted by the European Union related to prospectuses, according to an attorney who has spoken with several London investment banks on this issue.

A final option is to go ahead and produce the research and assert its impartiality, although fund managers are likely to be skeptical of that claim.

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Los Angeles

Jones Day Adds Attorneys from Coudert Brothers

By Paul Ziobro

11/9/2005 – Law firm Jones Day has added attorneys John A. St. Clair and Paul C. Lin to its corporate practice in Los Angeles from Coudert Brother LLP, the disbanding global law firm.

St. Clair has joined as a partner, while Lin has signed on as an of counsel.

Lin's primary practice will include cross-border joint ventures, mergers and acquisitions, corporate finance, venture capital financing, corporate governance and general corporate advice. In addition to his stint with Coudert Brothers, Lin, who speaks Mandarin Chinese and Taiwanese fluently, has also practiced at Sheppard Mullin Richter & Hampton.

With experience advising both U.S. and international clients on U.S. securities laws, St. Clair will focus on merger and acquisitions and capital markets transactions. In previous roles at Coudert's offices in Los Angeles and Denver, St. Clair advised clients in international, domestic corporate, commercial and contractual transactions, including private financings, mergers, acquisitions and joint ventures.

The addition of St. Clair and Lin brings the total of Jones Day attorneys in Los Angeles to 130. The international law firm has 30 offices and more than 2,200 lawyers worldwide.

Coudert Brothers, one of the first U.S. firms to open offices such overseas locales as Paris, London, and Hong Kong, announced earlier this year that it would be breaking up and allowed its attorneys to negotiate with other firms.

Reach Jones Day at 213-489-3939.

http://www.jonesday.com

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New York

Citigroup Names Alternative Investments MD

By Staff Reporters

11/9/2005 – Citigroup has named Dean Barr to the newly minted position of managing director and head of liquid investments at Citigroup Alternative Investments.

The unit offers investments in hedge funds, private equity, futures, real estate and structured products to institutions and high-net-worth individuals. Barr, 45 years old, will report to Michael Carpenter, CAI's chairman and chief executive. He will also sit on the policy, investment and management committees.

Barr was most recently president and chief executive of Thunder Bay Capital Management, a hedge fund firm that he founded in 2003.

Previously, he was the global investment officer at Deutsche Bank Asset Management, a Deutsche Bank AG unit. He also served in various investment positions in Goldman Sachs Group and Advanced Investment Technology, another firm he founded.

Citigroup said its alternative investment management arm has around $35.5 billion of unlevered assets under management as of Sept. 30, 2005.

Reach Citigroup at 212-559-1000.

http://www.citigroup.com

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Tacoma, Wash.

Russell Names New Director to Expanding Alternative Investments Group

By Paul Ziobro

11/9/2005 – Russell Investment Group has hired Julia Cormier, previously an alternative investment specialist with Goldman Sachs in London, as director of alternative investments for its U.S. institutional investor services.

Cormier, based in Chicago, is charged with advising institutional clients on investing in private equity, real estate, hedge funds and other alternative investments, as well as furthering Russell's institutional investor relationships.

Russell plans to hire two additional associates in the next six months for similar roles to be based in New York City and Tacoma, Wash., where the company is based, according to a spokesperson.

According to Bill Borland, managing director of U.S. institutional services, Russell is adding these positions to accomodate plans to introduce new clients to alternative investing. The company recently reported that alternative investments by institutional clients are expected to reach record levels in 2007.

Cormier spent 10 years with Goldman Sachs, where she focused on alternative investments for wealthy individuals and select institutional investors. She also advised clients on asset allocation and risk management in traditional and alternative asset classes.

Previously, Cormier had worked for Northern Trust as a vice president in London and Chicago in business development and management roles.

Russell, a subsidiary of Northwestern Mutual, manages $148 billion in assets and advises clients with more than $2.3 trillion worldwide. It is active in alternative investments, including private equity, hedge funds and real estate. According to the firm's Web site, about $19 billion has been invested in Russell or Pantheon funds, funds of funds and discretionary accounts. The firm bought London-based Pantheon, a private equity services firm that provides fund-of-funds specialization for alternative investments, in December 2003.

Reach Russell at 253-572-9500.

http://www.russell.com

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Springfield, Ill.

Illinois Teachers' To Look For New PE Consultant

By Sree Vidya Bhaktavatsalam

11/9/2005 – Teachers' Retirement System of the State of Illinois is on the lookout for a new consultant to manage its roughly $1 billion private equity portfolio, as the four-year term of incumbent Callan Associates rolls to a close.

Callan Associates, which became consultant to Illinois Teachers' in January 2002, is eligible to re-bid for the contract. The pension fund is working on a final draft of a request for proposals, and will be ready to post the RFP on its Web site very soon, according to Chief Investment Officer Stan Rupnik.

"We have been talking to a lot of consultants and we know that there are a lot of great investment models out there," said Rupnik. "We're open to selecting a model that best fits our goals."

The new consultant would be charged with helping Illinois Teachers' reach a recently-set 6% target allocation to private equity. The pension plan, thanks in part to a robust pace of distributions flowing back into its coffers this past year, is only about 3.5% allocated to private equity, Rupnik said.

To reach its 6% goal, Illinois Teachers' would need to commit $600 million to $700 million to the asset class per year for the next few years, Rupnik said.

Illinois Teachers' search for a new consultant comes as the pension fund deals with the aftermath of a corruption scandal, involving a former trustee and two Chicago-based attorneys. The trustee allegedly demanded kickbacks from four investment firms, including at least two limited partnerships, seeking capital from the pension fund.

As a result of the scandal, Illinois Teachers' has banned any firm it does business with from paying contingency fees to certain third-party marketers. The governor of Illinois has also proposed a series of reforms in light of this scandal.

The scandal does not appear to have affected Illinois Teachers' ability to put money to work. This year, Illinois Teachers' is on track to deploy nearly $700 million to private equity funds, helped in part by the bumper crop of funds on the fund-raising trail. The pension fund has backed several brand-name funds, including a $150 million commitment to Apollo Investment Fund VI LP, a $100 million commitment to Warburg Pincus Private Equity IX LP, and a $60 million commitment to Welsh Carson Anderson & Stowe X LP.

Reach Illinois Teachers' at 217-753-0315.

http://trs.illinois.gov

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New York

Latin America PE Deals Set To Rise As Funds Close In '06

By Claudia Assis

11/9/2005 – Private equity investors are forecasting a good 2006 for the asset class, despite elections across Latin America.

Firms that recently closed funds in the region are focusing on financial, services and consumer-related companies in Brazil and Mexico, while other firms are planning to launch new funds next year.

Private equity deals started to pick up this year in Latin America after all but drying up in 2003 and 2004. That resurgence should continue in 2006, managers expect.

Darby Overseas Investments Ltd., an arm of Franklin Templeton Investments, closed a $175 million fund in March, investing in a U.S-based media company geared toward Hispanics living in Texas; a homebuilder and a pharmaceutical firm in Mexico; and a gasoline distributor in the Brazilian northeast.

"These are high-growth markets. They are going very fast," sometimes as much as 10% a year, said Julio Lastres, managing director at Darby.

It plans to open two new funds within two or three years, one to invest in Brazil and Mexico and another to focus on other Latin American countries, potentially including Colombia and Peru, Lastres said.

"There's reason to be optimistic" about private equity investments in the region, he said. Exits are becoming easier as initial public offerings are gaining steam in Brazil and Mexico, in particular, he said.

In addition, interest rates are falling in Brazil and access to credit is picking up in Mexico, adding to these markets' allure, he added.

"I don't see anything on the horizon that concerns me at all," Lastres said. The elections that sweep the region in 2006 should add some volatility to the markets, but nothing major, he noted.

It wasn't always like this, private equity managers recall. Activity was clipped during most of the 1990s, but nearly ceased between 2000 and 2004 in the wake of crisis such as the debt and currency Argentine crisis in 2002 and jitters over the election of Brazilian President Luiz Inacio Lula da Siva in 2001.

But 2005 has proven a good year for private equity in the region. Indeed, last month, Advent International, another big name among private equity firms doing business in Latin America, closed a $375 million fund.

The fund reached its investor limit in February, ahead of schedule. By June, "we were turning people away," said Ernest Bachrach, chief executive of Advent Latin America.

"In 10 years, in spite of some volatility in the political scene, there has been a lot of reforms that have been successfully put in place and a greater transparency and awareness of the need to attract foreign investment," said Bachrach.

Elections four years ago came and went with no drastic changes. In 2001, Brazilians elected Lula, a former union leader, "and looking back it is hard to understand why we were so worried about it," Bachrach said. "(Investors) are still surprised at how positive of an influence Lula has been."

With its recently closed fund, Advent is going to invest mainly in service companies, particularly those in business outsourcing in Brazil, and airport operations and housing in Mexico, said partner Patrice Etlin, who is based in Sao Paulo.

"These are the companies that in general are able to withstand well periods of crisis," Etlin said. Because they are personnel-based, they can quickly adapt and adjust to economic cycles.

Companies offering financial services in Argentina are also a target, Etlin said. Moreover, Advent recently bought Uruguay's Nuevo Banco Comercial SA, or NBC, the country's largest commercial bank, from the Uruguayan government. The goal is to keep NBC growing, cultivate new management and modernize its systems, Etlin said.

"We are very enthusiastic there, we envision growth in the short-term," he said. NBC is a healthy bank riding the wave of an improvement in Uruguay's financial picture, he added. The deal has not yet been approved by the Uruguayan regulators, but that approval is expected shortly, he said.

Varel Freeman, a managing partner of Baring Latin America Partners, said his firm is planning two funds for Latin America next year, one with a hard cap of $250 million for Mexico and another to be issued with multiple series to invest in Brazil.

Baring's funds will zero in on consumer-related sectors in Mexico, and will play on more resource-oriented, export-oriented industries in Brazil, Freeman said.

"One size does not fit all in Latin America," he said. Baring has offices in Brazil and Mexico.

Freeman also believes the 2006 elections won't pose a major threat for investments in the region.

"There will be political noise, sure ... but it isn't going to be a particularly risky or different year," he said. At the end of the day, leaders have recognized they've got to keep the economy afloat, Freeman added.

A smaller, local private equity Mexican firm, Latin Idea, is hoping to close a $20 million fund this month, partner Humberto Zesati said. Its investors are mostly from Mexico, and the target is to invest on small- to medium-sized companies in media, technology and services, Zesati said.

Investors in Mexico are more wary about private equity deals, and the asset class in Mexico is hampered by the fact that pension funds can't invest in private equity and regulations to protect minority shareholders are still incipient, Zesati said.

"It's a different mentality," he said. "You just have to keep knocking on doors."

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New York

Nymex President Sees IPO For Exchange In Mid-2006

By Leah McGrath Goodman

Financial Services

11/9/2005 – The New York Mercantile Exchange, the world's largest energy-futures marketplace, hopes to undertake an initial public offering of shares in the middle of next year, said President James Newsome.

"The middle of 2006 is a legitimate time frame," Newsome said. "We've been trying to work parallel paths in preparing for the IPO in addition to taking on a minority partner."

Nymex signed a letter of intent in September to sell a 10% equity stake to private equity firm General Atlantic LLC for $135 million. The firm plans to help prepare Nymex for an initial public offering by helping it cut costs, streamline management and improve the exchange's technology. Nymex plans to float about 20% of its equity in the IPO, which would leave the exchange in the ranks of other major marketplaces to go public, including the Chicago Mercantile Exchange and the Chicago Board of Trade, which launched an IPO last month.

Nymex rival IntercontinentalExchange Inc. also is planning an IPO.

Newsome said the exchange is pursuing an "aggressive timetable" for finalizing terms of the proposed deal with General Atlantic, targeting a definitive agreement by next week and a seat holder vote sometime in January. A majority of Nymex's 816 seat holders must approve the deal for it to proceed.

Nymex seats carry with them the right to trade in the exchange's pits in addition to representing its equity.

Negotiations with General Atlantic "have gone very smoothly," Newsome said, but he noted that determining how seat holders' trading rights will be handled in the event open-outcry trading eventually moves to an all-electronic trading format has created some obstacles.

Nymex seat holders can make about $20,000 a month by leasing seats to market participants who trade in the exchange's open-outcry pits, where traders shout buy-and-sell orders. Many take issue with shifting trade to the screen, as it would dry up that revenue stream.

As a solution to the potential problem, Nymex and General Atlantic are working to hammer out a pact that would allow seat holders to share in electronic-trading revenue, Newsome said. He didn't provide specific details.

"There are discussions of what will happen if the exchange goes fully electronic," he said. "It's our desire to work out those details before signing a definitive agreement with General Atlantic."

Nymex and General Atlantic have both made clear that Nymex's open-outcry trading pits must meet certain, undisclosed volume requirements in order to stay open.

While open-outcry trading volumes of Nymex's marquee crude-oil futures contract continue to set new record highs, broader industry trends point to an increased preference for electronic trading.

Reach General Atlantic at 203-629-8600.

http://www.generalatlantic.com
http://www.nymex.com

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Dallas

Sentinel Capital-Backed Restaurant Franchisor Files For Chapter 11

By Rimin Dutt

Food & Beverage

11/9/2005 – Sentinel Capital Partners-backed restaurant franchisor Romacorp Inc., which operates Tony Roma's restaurants, has filed for Chapter 11 bankruptcy protection, which could result in the company's bond holders taking over the company's equity.

If the company's bankruptcy plan is approved, the 60% ownership held by Sentinel Capital will be dissolved. Other minority equity holders that will lose their stakes include Bear Stearns Merchant Bank and NPC International Inc.

Sentinel Capital acquired a controlling interest as part of a $109 million recapitalization in 1998. The deal included about $75 million in debt financing and about $24 million in equity from Sentinel Capital, according to a person close to the company.

A spokesman for Sentinel Capital did not return a call seeking comment.

The company's high leverage hurt its growth plans, one of the main reasons why the company sought restructuring, said Rick Van Warner, a spokesman with Romacorp.

The company's primary growth strategy had been to remodel its existing restaurants, at a cost of $350,000 to $470,000 per restaurant. Given its high leverage, it had difficulty pursuing the remodeling strategy, which put it at a competitive disadvantage, David Head, chief executive of Romacorp, said in a bankruptcy petition. The company also said it has been hurt by rising prices for ribs, a critical item on its menu.

The company is not seeking any debtor-in-possession loan, according to court documents.

Middle-market investment bank Houlihan Lokey Howard & Zukin, which the engaged earlier this year to explore strategic options, has been retained to advise the company on the restructuring, according to court papers.

The restaurant operator and franchisor has about 226 restaurants, out of which about 22 are company-owned.

Reach Sentinel Capital at 212-688-3100.

http://www.tonyromas.com
http://www.sentinelpartners.com

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