private equity research in the law firm - SLA

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PRIVATE EQUITY RESEARCH IN THE LAW FIRM
June 6, 2007
ONLINE SOURCES
 Why?
 Section 404, Sarbanes-Oxley Act of 2002,
Public Law 107-204, July 30, 2002
 Imposes internal controls: corporate
management review and auditor attestation
 Very expensive, much more so than originally
anticipated by Congress, estimated at $15-20
billion in 2004
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ONLINE SOURCES
 What this presentation is not:
 A primer on private equity
 For background on the business of private
equity, consider Clifford Perry’s presentation,
Private Equity Research: Tools of the Trade
 Overview of Firms, Funds, Flow of funds, Deal
process, types of financing and global markets
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ONLINE SOURCES
 What this presentation covers:
 Reference requests and sources of information
for finding answers
 Online sources
 News sources
 Blogs
 Dictionaries
 Treatises
 Directories
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ONLINE SOURCES
 Value of the traditional sources
 For example: Bankruptcy questions
 ABI Journal (American Bankrutpcy Institute)
with daily email updates
 Teleconference: “Changing Roles in Commercial
Cases: The Impact of Hedge Funds and Private Equity
Funds on the Restructuring Landscape.”
 Links to Articles: “Private Equity's Big Debt
Burden: Some analysts say plenty of positives offset
the risk. Others predict a wave of defaults by firms
crippled with debt,” by Steven Rosenbush, Business
Week, May 29, 2007
 Bankruptcy Insider (thedeal.com)
 Daily Bankruptcy Review
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ONLINE SOURCES
 Bloomberg
 We use Bloomberg to get deal-specific information
 Basic search: MA>go, 1>go Mergers & Acquisitions Search,
25>go Additional Standard Search, 45>go Private Equity
Deals
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ONLINE SOURCES
 Bloomberg
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ONLINE SOURCES
 Bloomberg
 You can access increasing levels of detail. Select from the
More Deal Information Drop Down to get Deal Advisers.
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ONLINE SOURCES
 Bloomberg



8
More Deal Info

Deal Advisers

Additional Information

Deal Analytics

Set Up News Alert

Terms Definitions
Target Info

Company Information

Fundamental Information

Company Debt

Quotes and Price Graphs
Acquirer Info

Company Information

Company Debt

Quotes and Price Graphs
097777-0130-05566-NY02.2596628.1 5/30/2007
ONLINE SOURCES
 Bloomberg
 A good place to start when you are given partial information.
 With the Harrah’s Entertainment Inc. acquisition, we did not
have the date, nor did we know who was in the acquiring
consortium, when asked to find any filings related to the
deal.
 Searched in the MA page on Harrah’s name.
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ONLINE SOURCES
 Bloomberg
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ONLINE SOURCES
 Bloomberg
 Harrah’s Consortium Details
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ONLINE SOURCES
 GSIonline/Livedgar
 List of REITs (Real Estate Investment Trusts) acquired by
private equity firms.
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ONLINE SOURCES
 GSIonline/Livedgar
 List of REITs (Real Estate Investment Trusts) acquired by
private equity firms.

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ONLINE SOURCES
 GSIonline/Livedgar
 List (using SIC code 2731 to search on) of Book Publishers
acquired by private equity firms.
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ONLINE SOURCES
 MergerMetrics by Factset
 What are the reverse back-up fees in Private Equity deals
announced so far this year, 2007?
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ONLINE SOURCES
 MergerMetrics by Factset
 What does the Go-Shop provision text look like for deals done
in 2007?

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ONLINE SOURCES
 Thomson One Banker
 We were given a list of companies recently acquired by a client,
a Private Equity firm, and asked to get the announced date,
overall transactional value, equity value, value as of the
effective date, and equity value as of the effective date.
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ONLINE SOURCES
 Thomson One Banker
 Building the report
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ONLINE SOURCES
 Thomson One Banker
 The final report can be converted to Excel and emailed.
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ONLINE SOURCES
 Thomson One Banker
 The Private Equity section in Banker gives detailed Profiles of
companies receiving private equity funds.
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ONLINE SOURCES
 Thomson One Banker
 Alternatively, generate a list of companies that meet certain
criteria using an advanced query and then select and review the
profiles for these.
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ONLINE SOURCES
 Thomson One Banker
 Generate a report of profiles for all or selected companies.
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NEWSLETTER SOURCES
 Requests for News About Private Equity
 What is organized labor’s view of private equity?
 Find the Offering Memoranda for the XYZ deal.
 What are private equity funds?
 Get the Private Equity Legal Adviser rankings for
2006.
 What Private Equity deals has the firm worked on
from 2000 to 2006?
 Find any articles on Carlyle’s fee hike.
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NEWSLETTER SOURCES
 ABSOLUTE RETURN (Hedge Fund Intelligence Ltd.)
www.hedgefundintelligence.com
 This monthly is a member of the Euromoney Institutional Investor
family of publications and replaced the subscription to MARHedge
(Managed Accounts Reports). Reports news plus value-added
special supplements like Global Review 2007. Recently started a
weekly Friday email news report to subscribers.
 ALTERNATIVE INVESTMENT NEWS (Institutional Investor)
www.iinews.com
 Weekly fund news and personnel changes with daily email updates.
 THE ASIAN VENTURE CAPITAL JOURNAL (AVCJ Group Ltd.)
www.asianfn.com
 AVCJ Weekly started publishing at the beginning of the current
private equity cycle on September 1, 2003, and it is published every
Monday morning with the news of venture capital and private
equity markets in Asia.
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NEWSLETTER SOURCES (cont’d)
 BUYOUTS (Thomson Financial)
www.buyoutsnews.com
 A weekly staple for those in the LBO business, each issue has 2
substantive articles on industry trends and several news
columns. Also available electronically.
 CORPORATE FINANCING WEEK (Institutional Investor)
www.iinews.com
 One of the oldest weeklies covering all aspects of corporate
financing: from LBOs, funds, REITs, High Yield, and notes.
Widely read and well-regarded.
 THE DEAL.COM
www.thedeal.com
 Daily news covering all deal sectors: M&A, private equity, IPO,
technology news, venture capital, bankruptcy, laws and
regulations, and Today in Deal History.
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NEWSLETTER SOURCES (cont’d)
 DEALLAWYERS.COM (Executive Press)
www.deallawyers.com
 This is a rich Web site designed for lawyers. The Practice Area page
includes Private Equity and compiles for each practice area: memos and
articles, web casts, and blogs of interest to lawyers. Other pages list
Sample Documents (lots of agreements and letters), M&A Litigation
cases, a Q&A forum, and SEC and state laws.
 HEDGE FUNDS and PRIVATE EQUITY (CCH/Wolters Kluwer Law &
Business)
business.cch.com/network
 This new monthly sheds light on the regulatory and risk management
issues associated with hedge funds and private equity. The newsletter is
important because of Jim Hamilton’s clear and down-to-earth analysis.
Jim Hamilton is the principal analyst for the newsletter and brings years
of federal securities knowledge to the publication.
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NEWSLETTER SOURCES (cont’d)
 HEDGE FUND DAILY (Euromoney Institutional Investor)
www.dailyii.com
 This daily comes with the subscription to Alternative
Investment News and has good reporting on Asia, Europe, and
U.S. funds.
 ii PRIVATE EQUITY (Institutional Investor)
www.iiprivateequity.com
 Another news source, online only and weekly. However, it was
short-lived: June 12, 2006 – April 30, 2007.
 INVESTMENT DEALER DIGEST (SourceMedia)
www.iddmagazine.com
 Another one of the oldest weeklies, highly regarded and widely
read. Coverage is broad (investment banking and capital
markets) but tracks the current trends and news in short, useful
articles.
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NEWSLETTER SOURCES (cont’d)
 JOURNAL OF PRIVATE EQUITY (Institutional Investor)
www.iijournals.com/jpe
 Subtitled “Strategies and Techniques for Venture Investing,”
each quarterly issue publishes several scholarly articles, global
in scope.
 LBO Wire (Dow Jones)
www.lbowire.com
 Daily news; thorough, well-regarded, and widely read.
Columns are organized to mimic the process of making a deal:
In Play, Deals, Deal Closure, Exits, Fund News, Limited
Partners, Deal Finance, International, Industry News.
 M&A ASIA (AVCJ Group Ltd.)
www.asianfn.com
 Sister publication to AVCJ Weekly, M&A Asia is published
fortnightly and covers joint venture activity in Asia, as well as
mergers and acquisitions.
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NEWSLETTER SOURCES (cont’d)
 THE M&A JOURNAL
www.themandajournal.com
 A substantive lead story, published approximately every six
weeks. The stories are of particular relevance to lawyers and
done with a touch of humor.
 MERGERS & ACQUISITIONS REPORT (SourceMedia)
www.mareport.com
 Tables and Transaction Activity during the week past comprise
the major portion of this widely read newsletter.
 PEA PLUS WEEKLY (Dow Jones)
www.privateequityanalyst.com
 Published on Thursdays, news is organized around the players:
General Partners, Limited Partners, People News, In the Media.
The Plus refers to the online source of additional transaction
information that comes with the subscription.
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NEWSLETTER SOURCES (cont’d)
 PEWEEK (Thomson Financial)
www.pewnews.com
 Weekly compilation of PE Week Wire below. Covers general news, funds
news, and limited partnerships news.
 PE WEEK WIRE (Thomson Financial)
www.pewnews.com
 “PE Week Wire is a daily dose of e-mailed news and commentary on the
venture capital and private equity markets.” Free and daily, this source
often picks up and comments on news not reported elsewhere.
 PINHAWK HEDGE FUNDS (PinHawk NewzDigest)
www.pinhawk.com
 Daily news on the hedge fund industry. Stories are gleaned from web
searches (a lot of google.com and sec.gov stories) and organized by:
Organizations such as Hedge Funds, Financial Companies, Technology, and
People; Markets such as Currencies, Commodities, Worldwide Markets,
and Government; Regional News covering Asia/Pacific and Europe; and
Blogs.
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NEWSLETTER SOURCES (cont’d)
 PRIVATE EQUITY ANALYST (Dow Jones)
www.privateequityanalyst.com
 Monthly companion to PEA Weekly, Private Equity Analyst examines alternative
assets: markets, asset type profiles, deals, deal trends, deal-makers, funds, and
league tables. The newsletter is wonderfully comprehensive, specific, and global
in scope.
 PRIVATE EQUITY INTERNATIONAL (Investor Access)
www.privateequityonline.com
 A monthly, PEI features articles on issues facing the industry: company
developments, investment sector opportunities, country-specific opportunities,
and industry trends and markets. The web site updates news daily and publishes
daily and weekly emails. While the Daily Digest articles do not necessarily
carry over to the monthly print issue, they do roll up into the Friday Letter.
 PRIVATE EQUITY MANAGER (Investor Access)
www.privateequitymanager.com
 The Global Journal for Private Equity CFOs and COOs. Published in the UK as
a Private Equity International Publication, this monthly covers a lot of news
briefly, including law firm activity in the Legal Briefs column.
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NEWSLETTER SOURCES (cont’d)
 PRIVATE EQUITY NEWS (Financial News)
www.penews.com
 The UK point of view on global news. Published Mondays and via
email only.
 PRIVATE EQUITY REAL ESTATE (PERE)
 Another Private Equity International publication with a worldwide
focus. Each issue has an article reporting on the market in a specific
country.
 PRIVATE EQUITY INSIDER (Harrison Scott Publications)
www.peinsider.com
 Several short, to-the-point articles, appearing weekly.
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NEWSLETTER SOURCES (cont’d)
 SIMPSON THACHER PRIVATE EQUITY E-NEWS
 This is a daily (Monday through Friday) internal publication that the
Knowledge Management department creates by searching the web
each morning. It has been compared to commercially published
newsletters and found to be more comprehensive.
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NEWSLETTER SOURCES (cont’d)
 VENTURE CAPITAL JOURNAL (Thomson Financial)
www.vcjnews.com
 This monthly taps guest writers for articles and is unique for its VCJ
Top 10 and VCJ most active companies listed in each issue. Profiles
of IPOs and the IPO After Market are based on Thomson Financial’s
Post Venture Capital Index (PVCI)..
 VENTURE SOURCE (Dow Jones)
www.venturesource.com
 Information on Venture Capital firms and investments, new fund
formation and company profiles, including financing history and news.
 WALL STREET JOURNAL (Dow Jones)
wsj.com
 Still the country’s leading journal reporting financial news. Alerts and
archival search functionality add a great deal of value.
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DICTIONARIES
 CalPERS Web Site
http://www.calpers.ca.gov/index.jsp?bc=/investments
/assets/equities/aim/pe-glossary.xm.
 CalPERS> CalPERS Investments> CalPERS
Assets>Equities>Alternative Investment Management
Program>Private Equity Industry Dictionary
 DICTIONARY OF FINANCE AND INVESTMENT TERMS, by John
Downes and Jordan Elliot Goodman. 7TH ed. Hauppauge, NY: Barron’s
Educational Series, Inc., 2006.
 INVESTOPEDIA
http://www.investopedia.com/terms/p/privateequity.asp
 MERGERMETRICS ?Help
http://www.mergermetrics.com
 THOMSON ONE BANKER Help?
http://banker.thomsonib.com
 Within Help? open Private Equity Mode from the left side menu,
then select Glossary.
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BLOGS
 THE NEW YORK TIMES
www.dealbook.blogs.nytimes.com
 Edited by Andrew Ross Sorkin, the Times’ blogs cover the
gamut: Mergers & Acquisitions, Investment Banking,
IPO/Offerings, Private Equity, Hedge Funds, Venture Capital,
Legal, and Jobs.
 THE WALL STREET JOURNAL
blogs.wsj.com/deals
 Value added features like “Big Deal Breaks” emails and “Read
more” references to other Web sites at the end of articles.
 JIM HAMILTON’S WORLD OF SECURITIES REGULATION:
Commentary and musings on the complex, fascinating and peculiar
world that is securities regulation
jimhamiltonblog.blogspot.com
 Timely and clear commentary on regulatory and legislative
events.
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Treatises
 Corporate Finance And The Securities Laws, By Charles J.
Johnson and Joseph McLaughlin, Jr. 4th edition. New
York: Wolters Kluwer, 2006.
 Also online at business.cch.com/network.
 GOING PRIVATE, by Arthur M. Borden. New York: Law
Journal Press, 1982.
 PIPES: A Guide to Private Equity Investments in Public
Equity, by Steven Dresner and E. Kurt Kim. Revised and
updated ed. Princeton, N.J.: Bloomberg Press, 2005.
 PRIVATE EQUITY FUNDS: BUSINESS STRUCTURE
AND OPERATIONS, by James C. Schell. New York: Law
Journal Press, 1999.
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Treatises (cont’d)
 PRIVATE EQUITY PARTNERSHIP TERMS AND
CONDITIONS, edited by Sree Vidya Bhaktavatsalam. 5th edition.
Wellesley, MA: Dow Jones, 2007.
 SEVENTH ANNUAL PRIVATE EQUITY FORUM, chaired by
Yukako Kawata. New York: Practising Law Institute, 2007.
 STRUCTURING VENTURE CAPITAL, PRIVATE EQUITY,
AND ENTREPRENEURIAL TRANSACTIONS, by Jack S.
Lewis. New York: Wolters Kluwer, 1997.
 Also online at tax.cch.com/network.
 TAX MANAGEMENT PORTFOLIO NO. 735, PRIVATE
EQUITY FUNDS, by Andrew W. Needham and Anita Beth Adam.
Washington, D.C.: Tax Management.
 Also online at library.bnatax.com and www.westlaw.com.
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DIRECTORIES
 DIRECTORY OF ALTERNATIVE INVESTMENT
PROGRAMS. Wellesley, MA: Wicks Business Information.
 DIRECTORY OF LIMITED PARTNERS: INVESTORS
IN PRIVATE EQUITY AND OTHER ALTERNATIVE
ASSET FUNDS. New York: Thomson Financial.
 DIRECTORY OF VENTURE CAPITAL AND PRIVATE
EQUITY SERVICE PROVIDERS. Wellesley, MA: Dow
Jones & Company.
 GALANTE’S VENTURE CAPITAL AND PRIVATE
EQUITY DIRECTORY. Wellesley, MA: Alternative
Investor.
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DIRECTORIES (cont’d)
 THE … GUIDE TO PRIVATE EQUITY AND VENTURE
CAPITAL. London: International Financial Law Review.
 This guide appears as a special supplement with the
January issue of International Financial Law Review.
 GUIDE TO PRIVATE EQUITY AND VENTURE
CAPITAL IN ASIA: THE ASIAN VENTURE CAPITAL
AND PRIVATE EQUITY SOURCE BOOK. Hong Kong:
Asian Venture Capital Journal Ltd.
www.asianfn.com/vcguide
 GUIDE TO THE WORLD’S LEADING PRIVATE
EQUITY LAWYERS. London: Euromoney Publications.
 PRATT’S GUIDE TO PRIVATE EQUITY SOURCES.
New York: Thomson Venture Economics.
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DIRECTORIES (cont’d)
 WARD’S BUSINESS DIRECTORY OF U.S. PRIVATE
AND PUBLIC COMPANIES. Detroit: Thomson/Gale. 8v.
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NEW YORK
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
BEIJING
HONG KONG
LONDON
TOKYO
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