Month: February 2014

Private Fund Theft Through Diligence Payments

camelot and compliance

The Securities and Exchange Commission charged Lawrence E. Penn III and his firm Camelot Acquisitions Secondary Opportunities Management, a private equity manager, with stealing $9 million from investors in their private equity fund. He is accused of siphoning off $9.3 million through sham due diligence payments.

The SEC claims that Penn used a shell company to funnel due diligence expense payments from the private equity funds. That money was then transferred to Penn and Camelot. Penn and Camelot are merely charged so we can only see the issue through the SEC’s eyes. Since it was a private equity fund, the story caught my eye.

Camelot’s audit firm could not obtain satisfactory evidence that certain due diligence payments were legitimate. The fund only paid millions in due diligence expenses to a firm called Ssecurion. But no other firm for due diligence.That;s strange for a firm to be using a single diligence provider given the many areas of diligence required for private equity investments.

Another red flag should have been the cost. I think $9 million is a big expense item for a fund with about $175 million AUM.

The audit firm kept poking and Camelot produced generic looking materials that could be found on the internet. None were branded or had any indication that they came from Ssecurion. The audit firm was worried and didn’t have any credible evidence that the costs were legitimate.

The audit firm reported the matter to the Securities and Exchange Commission.  The SEC’s Office of Compliance and Inspections and Examinations initiated a for-cause exam. Camelot failed to produce requested books and records and Penn failed to show up for several meetings. As a result, OCIE could not complete the examination and handed the case over to enforcement.

Camelot’s Form ADV Part 2 states Deloitte and Touche terminated the audit relationship during the summer of 2013. Deloitte disowns prior financial statements and did not prepare a report for 2012.

It sounds like a great job by Deloitte reporting the problem. Except it took the firm a few years and a few audits to uncover the problem. Alleged problem. Penn and Camelot have not responded to the charges.

References:

Gustave Doré’s illustration of Lord Alfred Tennyson’s “Idylls of the King”, 1868

Weekend Book Review: A Giant Cow-Tipping by Savages

giant cow tipping by savages

The 1908s was the start of the M&A boom, glorified on the big screen by Wall Street. John Weir Close looks back at those days in A Giant Cow-Tipping by Savages.

The author is a lawyer and a journalist. He founded the M&A Journal and was an editor at The American Lawyer. His book seems to wrap more context, color and gossip around his old stories on M&A deals. The book reads like a collection of stories and lacks a coherent narrative.

You may guess from the title that Mr. Close may have warm feelings for M&A nostalgia, but has no love for the players. He dwells on their flaws. For many of the key players, those flaws were deep.

Many of the deals were deeply flawed. Bidders were fueled by fee-seeking advisers, cheap debt, and hubris. Many of the deals highlighted in the book lead to poor or disastrous results for the companies involved. The reality is that many of the mergers did not necessarily prove beneficial. The resulting company was laden with too much debt or managers who didn’t understand the business.

The book starts by painting the corporate raiders as savages who brought down the managerial elite. CEOs and boards were sitting in comfortable seats and never feared that someone would come along and try to takeover their companies. Companies were then viewed for the break up values and the savages could rip it into pieces to create more value.

The book’s title comes from a statement by Ted Turner during the AOL acquisition of Time-Warner. He didn’t understand how a publisher, trying to sell magazines for a few dollars an edition, could combine with a company trying to give that content away for free. Turner was proved right as the AOL Time Warner merger is one of the worst business combinations of all time and cost Turner a fortune.

Since the book is really collection of stories, it is uneven. Some stories and some players are more interesting than others. Mr. Close is better at eliciting an interesting story in some chapters, but not others. At many times, the lawyer side takes over and dwells on uninteresting minutiae.

If you loved the merger stories of the 1980s you’ll like the book. Otherwise it may not be a good addition for your to-read stack.

Disclosure: The publisher sent me a copy of the book to review.