Showing posts with label The Canon. Show all posts
Showing posts with label The Canon. Show all posts

Saturday, December 27, 2014

Greatest Hits of 2014

I’m always happy to show you people a little leg
“I think it’s just elegant to have an imagination. I just have no imagination at all. I have lots of other things, but I have no imagination.”

— The Seven Year Itch

Yes, O Dearly Beloved, it’s that time of year again. Time to dust off the circuit boards of the dedicated Google Analytics server farm for this two bit opinion emporium and determine which of my 37 beautiful children attracted the most attention from you delightful readers, spambots, and web crawlers in the Year of Our Lord Two Thousand and Fourteen. As I have explained before, this may be the last year I bother to conduct such a shameless exercise of self-congratulatory back patting—and I have already graced these archives with an All Time Greats victory lap—but I am nothing if not attentive to the proclivities of the three obsessive compulsives among you who could not rest if I did not. (And of course that little jolt of ego gratification I receive from enticing a few hundred more of you to click on these links one more time.)

Anyway, the way these things work should not be a mystery to you by now, so I will stand discretely in the back while you explore TED’s very own People’s Choice awards. I hope you enjoy them, but if you do not, well, you’re probably not my demographic anyway.

THE CANON, 2014 Edition:

1) A Fine Disregard for the Rules (January) — A cabal of the largest investment banks on the planet joined together this year and last to institute policies designed to limit and control the near-legendary workloads imposed on their most junior professionals. In this post, your Guide to All Things Workaholic, Finance Edition explains just why it is these poor slobs work such long hours. I won’t give away the punchline here, but you may safely assume it has something to do with client service.

2) Where Did He Learn to Negotiate Like That? (August) — There are right ways and wrong ways to employ investment bankers when you want to sell your company. The idiot savants at online real estate company Trulia gave us a master class in the latter, while simultaneously demonstrating that it can be dangerous to negotiate with professional negotiators.

3) A Cure Worse Than the Disease (August) — A lawyer took to the pages of peHUB.com to explain, among other things, when and why to hire a mergers & acquisitions advisor to sell your private company. I took to my own to provide what I believe to be a more comprehensive, helpful, and only mildly self-promotional gloss.

4) Touring Test (June) — A tendentious screed prompted by more idiocy emanating from the incontinent bowels of Silicon Valley, some of whose boosters and visionaries continue to argue, against all evidence and two decades of wasted technology spending to the contrary, that in-person business meetings can and should be dispensed with in favor of remote, virtual, “telepresence” substitutes. I calmly remind my readers that meetings—and indeed business itself—still actually do involve those pesky entities known as people, most of whom continue to prefer to interact with their counterparts in person, rather than in the pixellated confines of World of Warcraft. For good reason.

5) This Situation Absolutely Requires a Really Futile and Stupid Gesture (March) — Gawker editor Hamilton Nolan Is Full of Shit, Part 572. I think it had something to do with hedge fund managers and their earnings this time. Moral: populist polemics based on a fundamental untruth may1 attract page views, but they only make you look stupid to the people who matter.

6) Even Cowgirls Get the Blues (February) — Two of the dead horses I most like to beat in these pages—junior banker working hours and women’s career challenges in my industry—come together in one convenient pile of moldering horseflesh for me to flail away at. You may watch the proceedings with amusement from the sanitary safety of your virtual armchair.

7) You Go First (July) — The private equity industry has always acted like a tick on the dog of investment banking when it comes to sourcing and hiring its junior professionals. Now that the tick is approaching the size of the dog, the old accommodation between the two symbionts is breaking down. I object.

8) All Hail and Farewell, the Trophy Kids (August) — Apparently the cream of America’s youth is spurning Wall Street for the glittering garages of Silicon Valley. I say good riddance, and helpfully explain why.

9) The School of Hard Knocks (April) — That’s the transcript I want to see from my job applicants, not a 4.0 GPA meal ticket from a degree mill on the Charles River. I fear I am fighting an inexorable tide, however.

10) Oop. Time, She’s Up (September) — That’s right: after almost eight years of an on-again, off-again tempestuous relationship with you Darling People, I am bored. As you might suspect, even my breakup texts are overlong. Time to stop phoning it in.

Cheerio.

Previous entries in this series:2
TED’s All Time Greatest Hits
Greatest Hits of 2013
TED’s Greatest Hits of 2012
TED’s Greatest Hits of 2011
TED’s Greatest Hits of 2010
Greatest Hits of 2008
More Works to Look On and Despair (August 2007)
Look On My Works, Ye Mighty, and Despair! (May 2007)

1 Sigh, I know: they do. But let me entertain my cherished illusions, please. It’s my blog, after all.
2 Apparently I never did a greatest hits collection for 2009. Sorry.

© 2014 The Epicurean Dealmaker. All rights reserved.

Monday, September 29, 2014

TED’s All Time Greatest Hits

They’re all money, honey
The person who experiences greatness must have a feeling for the myth he is in. He must reflect what is projected upon him. And he must have a strong sense of the sardonic. This is what uncouples him from belief in his own pretensions. The sardonic is all that permits him to move within himself. Without this quality, even occasional greatness will destroy a man.

— Frank Herbert, Dune

I have used the preceding epigraph before, as some of you Delightful Readers may recall. It is a versatile and thought-provoking sentiment. Like many quotes and excerpts from Dune, which I contend is one of the greatest science fiction novels ever written, it pleases and intrigues me. It also reminds me—when I am smitten with the unwarranted attention the criminally indiscriminate among you have bestowed upon the thin leavings I whimsically scatter here at unreliable intervals like some verbose will-o-the-wisp—that I am anything but great, or even worthy of attention. I use it sardonically, you see.

I am not without self awareness.

But now I have decided, for the nonce, to abandon you, as I have made clear before. Bummer that, but it cannot be helped. “To everything there is a season,” or some such bullshit. So it strikes me as only fair to post a list of the ten most popular posts I have ever released upon an unsuspecting and undeserving world,1 if only so some people can focus their anger at global injustice and bank overdraft fees on a similarly appalling yet perhaps more accessible target. It is better than reading Slate or Gawker or Jezebel or Guardian pieces, anyway. And they don’t need the page views, I do. I still owe Blogger.com a helluva lot of money for excess pixel consumption, you see.

So enjoy, and please remember to deposit your candy wrappers, empty soda bottles, and previously unexamined prejudices in the handy trash receptacles at the end of the show.

THE CANONICAL CANON, All-Time Canonical Edition:

1) Curriculum Vitae (March 2013) — The canonical career path for young tadpoles to hoary old bullfrogs in my business, corporate finance and M&A. This is what your life will look like if you choose to follow me, children. Warts and all.

2) The Mouth of Sauron (February 2010) — A hit piece, richly deserved, on the fabled former mouthpiece of Goldman Sachs, Lucas van Praag, who is no doubt happily torturing small animals with forks on a leafy Victorian estate in his dotage.

3) The Rules (November 2012) — Read them. Live by them. Pay particular attention to Rule #5.

4) Jane, You Ignorant Slut (May 2011) — The opening salvo in a series of posts about rampant ignorance in the financial press and blogosphere about the nature and mechanics of initial public offerings. This rabbit hole is deep, Alice. Beware.

5) The Invention of Leisure (November 2013) — Junior investment bankers work hard. No matter what people may say or think or do about it, this will not change, and there are very good reasons for that. Not bad reasons, good reasons. See Rule #5.

6) Overheard at 85 Broad Street (June 2008) — An old post in which I eviscerate those gutless weasels at Goldman Sachs who fucked over junior bankers during the Financial Crisis in a particularly cowardly and reprehensible way. I can neither confirm nor deny rumors that Goldman moved its global headquarters to 200 West Street solely to escape the historical opprobrium of this post.

7) Go Ask Alice (September 2013) — The bookend to the series on IPOs, begun with 4) above. Read these two, and the intervening posts, and you will know more about IPOs than most investment bankers and all financial pundits.

8) A Fine Disregard for the Rules (January 2014) — More reasons why junior investment bankers work like dogs and always will, no matter how many foosball tables and papaya soy lattes Google and Facebook try to tempt them with.

9) To Catch a Thief (February 2009) — Do investment bank executives strike you as, well, a little odd? I suspect you are right.

10) Where Did He Learn to Negotiate Like That? (August 2014) — Investment bankers, by training and inclination, tend to be much better negotiators than many of their clients. Occasionally this works to the client’s disadvantage.

* * *

Since these posts are ranked here, as is my custom, simply by aggregate historical page views as collected by Google Analytics, some of you may notice a recency bias, as the number of readers coming to these pages has accreted over time like barnacles on the hull of a poorly maintained ocean freighter. You will also notice a narrower range of topics and treatments than your local bartender may have informed you I offer, which is related to said recency. Those masochists among you who would like to explore both deeper in time and more broadly across my variegated oeuvre I would encourage to start in the archives and use my idiosyncratic keywords and Blogger’s search function liberally. There is nothing for it but to dive in, headfirst, and try to stay afloat on my sea of words, just as a tyro investment banker plunges into her apprenticeship of fire.

The metaphors are deep, O Dearly Beloved, and mixed. Welcome to my world.

Related reading:
Table of Contents — the archives
Topics Addressed in These Pages — idiosyncratic keywords

1 I exclude, as is my custom, generic results like this blog’s home page, recommended reading, outdated personal information, introductory blather, and my curated archives. I suspect you can have no objection.

© 2014 The Epicurean Dealmaker. All rights reserved.

Saturday, September 20, 2014

Oop. Time, She’s Up

Just an old fossil
“I am old, Gandalf. I don’t look it, but I am beginning to feel it in my heart of hearts. Well-preserved indeed! Why, I feel all thin, sort of stretched, if you know what I mean: like butter that has been scraped over too much bread. That can’t be right. I need a change, or something.”

― J.R.R. Tolkien, The Lord of the Rings

When I launched this blog seven and three-quarters years ago, O Dearly Beloved, my first post incorporated the following mission statement:
I have started this blog to comment on what I consider to be a fascinating part of the global economy: the global market for M&A and its various inhabitants, participants, and miscreants. Hopefully I will be able to relate some interesting anecdotes, a few enlightening opinions, and a couple of amusing stories that will shed a little more light (or a little more laughter) on what remains for many a murky area best left to investment bankers, corporate lawyers, and other such terrifying bogeymen.
Five hundred and sixty-six published posts later, more or less, plus a lumber room of unpublished fragments, ruminations, and provocations, I think I am ready to declare victory and move on. This is not necessarily because even I believe that I have achieved victory, mind you. That is for you Lovely People and the sub-sub-librarians of internet history to judge. But one of the advantages of running a blogsite of which you are the sole, unimpeachable authority, author, and editor rolled into one is the ability to make such unilateral declarations without fear of pesky contradiction from the peanut gallery. (I have not made it a policy here to prevent comments for nothing, children. If you object I can direct you to a convenient pile of nearby sand which needs pounding.)

Of course those of you who have made an intermittent study, intentional or not, of my ramblings on this site will be aware that my output has both exceeded and failed to satisfy my stated mission of explaining the market for corporate mergers & acquisitions. The lion’s share of this mission creep (or evasion, if you will), I must put down to my lack of discipline: I have used this platform to hold forth on all sorts of topics and sundry, many of which fall far afield from the cloistered halls of buying, selling, and financing companies, which is my primary trade. I have addressed mildly cognate fields like private equity, Corporate America, and the history, structure, and pay of the investment banking industry; more tenuously related areas including hedge funds, capital markets, and financial regulation; and wildly off-topic digressions such as higher education, philosophy, and identity in the age of Facebook and the NSA. I have indulged my fancy for humor without regard for its funniness to anyone else, and I have waded into culture and art criticism without shame or regard for my lack of training or expertise therein. I have posted pictures and poems that appealed to me, for no other reason than I could.

In other words, I have written about what interests me, in addition to that much narrower and shallower range of topics to which I legitimately claim any expertise. The curated list of my more prominent posts runs to many pixels and reveals the breadth of my work. I remain unapologetic about this. This site is a personal blog, not a public service. Those of you who disagree with my choices are welcome to join the protestors from the first paragraph at the nearby mound of silica, etc., etc.

* * *

I was lucky to start blogging when I did. Financial markets had reached a peak of silliness which offered rich fodder to a financially literate cynic such as myself. Soon, the global financial crisis elbowed aside these more pedestrian concerns to offer a rich and exciting topic for me to both demonstrate my naturally firmer grasp on markets and the financial industry than the legions of panicky and underinformed journalists and pundits who were scrambling to understand and report it and also learn more about the crisis’s players, issues, and concerns than I had theretofore known myself. While I claim no particular merit for having done so, I take pride in contributing some measure of rational, grounded knowledge and facts to a society-wide conversation about the Panic which was badly in need of them. I even tried to contribute more serious thinking to the reform of financial regulation in this context, but sadly that seed fell on stony ground.

Subsequently, I think I have contributed some things of use to the broader understanding of investment banking and financial markets, including reality-based commentary on initial public offerings, illumination of the ways and byways of careers in my industry, and a little insight into the plight and prospect of women in high powered careers like mine. Hopefully these small contributions have added something of value to the public understanding and hence social weal. If so, I am glad. If not, well, you all got what you paid for.

But now I have reached a pass where I find it increasingly difficult to maintain any sort of regular posting on these pages. Most of what I have to say about things I know I have already said, often more than once. I have come to realize I will never convince those who believe in their bones that investment banking and financial markets are useless, evil, or a social liability rather than a boon. People who use the word “bankster” unreflectively and unironically are not now and never will be interested in what I have to say. People who have a more nuanced understanding, or who continue to form their opinions on the matter, have many more sources today than they used to to call upon, and a much broader and deeper understanding of these issues in the press. I hope I have contributed in some small way to this education. Unless Blogger.com sinks beneath the waves, people should always be able to find my blatherings on these topics gathering dust at this location for handy reference anyway.

I expect I will continue to maintain this site in some small way, perhaps adding a post here and there to the topic listing at the Table of Contents and maybe even doing a final and/or comprehensive post of Greatest Hits. But I do not anticipate blogging here regularly any more. I have reached the end of the interests and expanded mission which drove me to launch myself into cyberspace in the first place. Now I am most interested in topics where I am a student and a learner, not a master, and I want to spend the not inconsiderable time I have devoted in the past to explaining financial arcana and beating back the ignorance of the unfair and unjust here to reading and thinking about others’ expertise and ideas instead.

* * *

If I find I have something interesting to say, never fear, O Faithful and Long-Disappointed Readers, I will probably say it here. Those of you who know me via this opinion emporium probably have little doubt of that. I am the sort of person in fact whom it is almost impossible to shut up. It just is unlikely to be a regular affair, and this site is likely to sink into desuetude and decay as the years lengthen. Whether I decide to pop up in some other form, at some other place, I have yet to decide.

If I do, I’ll be sure to drop you a postcard. Cheerio.

Related reading:
Fragments (February 26, 2010)
Table of Contents (February 16, 2013 and passim)

© 2014 The Epicurean Dealmaker. All rights reserved.

Saturday, August 23, 2014

All Hail and Farewell, the Trophy Kids

Not everybody can be Venus
Adolphe-William Bouguereau, The Birth of Venus, 1879
Mildred: “That Ted Forrester’s nice-looking, isn’t he? Veda likes him.”
Monte: “Who wouldn’t? He has a million dollars.”

— Mildred Pierce
(1945)

Wall Street has a problem.

Kevin Roose, who wrote the definitive bildungsroman/sob story of early-2010s twenty-somethings on Wall Street, nails it. Finance is no longer the first choice of ambitious, high-achieving college graduates. Technology is:
Hyperdriven, multitalented young people aren’t picking tech over finance because it pays more. They’re picking it because the lifestyle is better, because it’s just as competitive to get into (if not more so), and because being on Facebook’s mobile ad team allows them to feel better about themselves than making DCF models for Fortune 500 companies all day. In their eyes, going into tech is a way to remain among the cultural elite without selling your soul.
It’s not that Goldman Sachs, Morgan Stanley, and every other well-known firm aren’t attracting enough candidates, they’re just not attracting the “best” ones:
These firms are having no problems drawing applicants out of college, but what I’ve heard from senior Wall Street hiring managers is that they’re not the right kind of applicants. They’re second-stringers, as far as the banks are concerned. The students these firms want to attract — badly — are increasingly going to Google or Facebook instead of Goldman and J.P. Morgan. (Or, almost worse, going to Goldman and J.P. Morgan, working for a year or two, and then quitting to go to Google or Facebook.) And that kills the banks’ sense of supremacy.
I suppose it is a measure of our diminished times that Mr. Roose chooses to dub these careerist paragons of conventional wisdom “Renaissance Kids,” but I get that he needs to flatter his demographic that their uninspired and riskless choices denote some measure of intellectual breadth or reflected historical glamour. After all, he has trend pieces to write and books to sell. Personally, I cling to the outmoded notion that “renaissance man” (or woman) should mean something deeper than a Groton- and Harvard-educated 3.70 GPA history major/lacrosse player who read the Bhagavad Gita once in order to satisfy a distribution requirement. But I am stubborn that way.1

Instead, I prefer to label these special snowflakes Trophy Kids, since their entire young lives have been spent in pursuit of trophies and awards of all kinds, scrapping and scrambling to get into the best schools and the best clubs and the best jobs from the moment their hypercompetitive parents decided they should. Of course, “best” in this context means what everybody else thinks is best, so the trophies we are talking about are clear, unambiguous, and well recognized by everyone: top grades in school, passionate commitment to approved extracurriculars, conspicuous community service to high profile, photogenically needy causes, and the right employer out of college.

“Trophy Kids” is also apt because these socioeconomic poster children make themselves highly desirable as acquisitions by those institutions which aspire to have the best themselves, just like aging billionaires like to accumulate trophy wives and girlfriends. It is not too far to stretch a metaphor to observe that Trophy Kids’ relationships to high-prestige employers are fundamentally the same as trophy wives’ to their husbands: an often temporary marriage of convenience in which the former trades her looks, sex appeal, and other attractive qualities for the wealth, prestige, and social access her unpleasant toad of a spouse delivers her. A cynic might also point out the parallels between sweating 80 to 100 hours a week under fluorescent lights day in and day out for two years as a Financial Analyst to the occasional unpleasant duties of the marriage bed which a hot young sex bomb must endure with her aging Lothario. Everything has a price, children.

* * *

And this explains why investment banks like Goldman Sachs want to recruit the tippy top of the best and brightest to their sausage factories, O Dearly Beloved: they want trophy employees. They want them not because, as Kevin Roose correctly observes, they need such hyper-accomplished hothouse flowers to program their 50-page spreadsheets and 100-page PowerPoint presentations. I have banged on at length about this before: they don’t. Trophy Kids often make lousy investment bankers, at least over the long term, because my business is a client service business. In contrast, Trophy Kids have been raised from birth to want and expect to be the client.

No, investment banks seek out recruits like these because it makes current employees who interview them feel powerful, important, and validated when hundreds of eager young beavers with looks, accomplishments, and grades better than theirs grovel and squirm to get into their good graces. They want them because Human Resources Department employees—virtually none of whom even got accepted to the top schools they limit their recruiting to—want to create glossy brochures, college night PowerPoints, and website profiles which look like Benetton commercials on steroids: multicultural, multigendered, multicolored paeans to underprivileged Rhodes Scholars who rose from Detroit to Stanford on full merit scholarships and singlehandedly saved the economy of Botswana in their spare time sophomore year. They want them, pace Mr. Roose, not because any client ever bothers to read the junior analyst’s bio on page 97 of the pitch book (they don’t) or because Lloyd Blankfein likes to shoot the shit with 23-year-old Yale graduates about Kierkegaard’s conception of agape love in airline waiting lounges (I venture to say he doesn’t), but because both these audiences like to brag to their wives and Business Rountable buddies they have Ivy League valedictorians lining up dozens deep to carry their golf bags. Trophy Kid employees validate the social status of investment bank(er)s, too.

* * *

And Mr. Roose rightly points out this mutual attraction is fading. What he fails to note, however, is that Wall Street’s perch as the preeminent post-graduation employer of choice for high-achieving college graduates is a relatively recent phenomenon. Finance in the 1980s was a relatively sleepy backwater, as far as ambitious college graduates were concerned. It didn’t employ very many recent graduates, and its reputation was somewhat louche and recherché for conventionally ambitious folk: Liars’ Poker and Barbarians at the Gate, not In Search of Excellence. It accumulated prestige as the industry grew in the 1990s, but it took the tidal wave of money that drove the global financialization of economies in the early- and mid-2000s to really push it to the top of the heap of college seniors’ preferred employers. At that point, the leading banks were rich, familiar to everyone around the world, and hiring thousands of eager young tyros. What was a graduating Yalie not to like?

Individual firms evolved very different reputations over that period, too. I snorted out loud when I read Mr. Roose describe Goldman Sachs styling itself “the thinking man’s investment bank.” It wasn’t too many years ago when Goldman bankers were universally considered hardworking, relatively unimaginative schlubs, B players who sacrificed their health, their marriages, their relationships with their kids, and the chance to make more money almost anywhere on the altar of Mother Goldman in exchange for the brass ring of partnership after twenty years of toil. They weren’t the most brilliant bankers on Wall Street; they were just the most relentless and the best coordinated. Goldman’s effectiveness did not arise from its bankers’ individual intelligence. It came from their discipline and uncanny ability to act in sync like a colony organism. Goldman bankers didn’t need to be smart. They just needed not to be stupid, unlike most of their competitors. And they did a pretty good job.

Recently of course—probably contemporaneously with its entire Executive Committee each earning over $60 million in one year and their former CEO parachuting into the padded chair of the Secretary of the Treasury—Goldman Sachs became the font of all munificence and socioeconomic status for a large class of strivers, including the products of elite higher education. But now the Financial Crisis and the ongoing secular shrinkage of the industry thereafter has taken the bloom off that rose, and the wealthier and more prestigious environs of Silicon Valley are what make the supremely ambitious college senior’s heart flutter. Sic transit gloria.

* * *

And this is okay, as I have written here before. Wall Street is shrinking, and we neither need nor deserve right of first refusal on all or even a majority of the talented, hardworking, untrained young cannon fodder issuing forth from the gates of academe each year. Let Facebook and Google have the trend-chasing social climbers who will do anything to get into whatever profession U.S. News & World Report anoints the best employer this year, so they can preen to their family and friends at Thanksgiving. Investment banks face a bigger threat from the private equity and hedge fund industries, who have gotten big and prestigious enough themselves that they now routinely siphon off a huge number of the most talented hardcore finance junkies who used to staff our engine rooms. Nevertheless, I suspect we will weather this challenge, too, along the way to reinventing ourselves as Investment Banking 6.0.

After all, Wall Street has always found a way to change and adapt. I am sure we will survive the absence of double Catalan-Poetry-and-Neuroscience majors from Princeton just fine, too.

Related reading:
Kevin Roose, Sorry, Wall Street. Paying Young Bankers More Won’t Make You Cool Again. (New York, August 22, 2014)
The Fish Stinks from the Head (July 30, 2009)
A Hard Rain’s Gonna Fall (September 30, 2011)
If the Phone Don’t Ring, You’ll Know It’s Me (October 1, 2011)
You Go First (July 7, 2014)

1 This is not to diminish such achievements, by the way, which demand real commitment, talent, and drive to accomplish, but let’s not kid ourselves Muffy or Bif (or Peeta, Carlos, or Fang) are the second coming of Leonardo da Vinci. It is also worth mentioning that a 3.70 GPA is not that hard to achieve nowadays at Harvard College, where the “median grade… is an A–, and the most frequently awarded mark is an A.” Investment bank recruiters take note.

© 2014 The Epicurean Dealmaker. All rights reserved.

Sunday, August 10, 2014

A Cure Worse Than the Disease

Here be dragons. Who do you want in your corner?
Messenger: “I see, lady, the gentleman is not in your books.”
Beatrice: “No; an he were, I would burn my study. But, I pray you, who is his companion? Is there no young squarer now that will make a voyage with him to the devil?”
Messenger: “He is most in the company of the right noble Claudio.”
Beatrice: “O Lord, he will hang upon him like a disease: he is sooner caught than the pestilence, and the taker runs presently mad. God help the noble Claudio! if he have caught the Benedick, it will cost him a thousand pound ere a’ be cured.”

— William Shakespeare, Much Ado About Nothing

I suppose it does little harm to admit, O Dearly Beloved and Long-Suffering Readers, that this site is shot through and through with what my colleagues across the gaping divide in Sales & Trading would call “talking your book.” Notwithstanding the slings and arrows sent this way by those who can see no redeeming social or economic benefit to my profession, I am proud of what I do, and I firmly believe I offer real value to my clients in return for the shiny simoleons which they so graciously bestow on me, however so (and too) infrequently. This should not really be that surprising. I think there must be few human beings who do not find some sustaining or redeeming value in their daily occupation, even if only as a sop to their self esteem or a dodge against despair, and despite all your protestations I continue to aver that investment bankers are human, too.
If you prick us, do we not bleed?

That being said, I think I have been pretty honest in these pages (and in the conduct of my daily duties, too) that M&A advisory services are not for everyone. There are many reasons a client might consider in deciding whether to employ someone like me, and not all of them make sense or can be justified by any honest calculus. While there are plenty of dissembling shysters roaming my industry intent on imposing their services and extravagant fees on anyone they can convince to write a check, I have always been of the opinion that you make a client happy in the long run by only recommending what is truly beneficial for them, rather than yourself. And often, hiring an M&A advisor is not the best course of action. At least not yet.

* * *

So I am pleased to take this opportunity to respond to an article on private equity and venture capital shill site peHUB, written by a corporate attorney, about things to consider when you are selling a private company. As advertised, it is geared towards the owners of private companies, who generally face a simpler and less complicated set of constraints and obligations than the Boards of publicly held ones. Of its type, it is a reasonably comprehensive and useful guide.1

In it, Mr. Stewart offers the following considerations concerning whether you should hire a flesh-eating investment banker like me when you are selling your private company:

*Do You Need an Investment Banker? Investment bankers can add significant value in an M&A process, but they are expensive. Investment banker fees typically range from 1 percent to 2 percent of the deal value, although the fees vary by deal size and profile. Typical benefits of having a banker in an M&A process include having an agent to (1) advise on market trends and valuation, (2) approach potential acquirers with which the target’s executive management would not otherwise have contact, (3) take the difficult, “bad cop” negotiating positions, and (4) co-manage the sale process with the target’s legal counsel.

Now this is fine advice, as far as it goes, but it omits some pretty important content and nuance that I, your reliable guide to all things overpriced and intermediary, will be happy to impart herewith.

Deferring our discussion on whether M&A advisory fees are in fact “expensive” and if so how for later (I promise), I can first address Mr. Stewart’s itemized reasons for hiring a banker by contrasting them with what corporate lawyers typically do in deal contexts. On the first two points the author is correct by implication: rare (and professionally worrisome) is the lawyer who is concerned with markets and valuation, and even rarer (and in likely violation of her professional ethics) is the lawyer who spends time and energy soliciting buyers for her client. These are tasks for which lawyers are unsuited by training, focus, and predilection, and if the client wants someone other than himself to weigh in on such matters and perform such heavy lifting he needs to hire someone for whom they are suited. The third task is more nuanced, as lawyers are perfectly capable of acting (and often quite happy to act) as “bad cop” (read flaming asshole) in matters properly considered legal, but it is true that bankers adopt this role more naturally and properly in matters business.

The fourth task is generally a bone of contention for lawyers and bankers on a deal, as each usually considers the other an interfering nuisance who focuses on the wrong things at the wrong times. Nevertheless, it is true that a properly run deal process usually starts with the banker running things until definitive negotiations begin between the seller and the potential buyer, at which point the seller’s attorney takes over to control the legal minutiae of drafting purchase agreements and other such trivia. While I am convinced many if not most deal attorneys would be delighted if they never had to deal with another investment banker again, bankers are more than pleased to have lawyers around to handle the boring scut work of transaction documentation and risk mitigation. After all, somebody has to stay behind to argue over semicolons while the banker takes her client off for a nice, celebratory bottle of Échezeaux.

* * *

But Mr. Stewart misses three very important reasons why it usually makes sense for a private company, in particular, to hire an investment banker to sell itself. The first is the fact—evident if an attentive reader were to consider the range and complexity of the tasks Mr. Stewart himself recommends the seller perform—that selling a company is long, complex, and difficult work. A typical sale process, depending on its structure and the number of potential buyers it involves approaching, can last anywhere from four to six months or longer, and that is if all goes well. During that time, company management and owners (usually the same people) must continue to run the firm with the same level of intensity and focus they do normally, otherwise things being things and people being people results will start to wobble or decline, and the intrinsic value and earning power of the business will erode. Yet pre-deal preparation, internal due diligence, and identification and potential communication with selected potential buyers all take a substantial amount of time, and once the deal is launched keeping it humming along and tending to its myriad details and interruptions requires constant daily attention. Virtually no private company of normal size has the extra personnel or dedicated, trained professionals to handle this properly, and, frankly, few private company CEOs or CFOs have the skill or training either, even if they did have the time. (And they don’t. Or shouldn’t.) A skilled sell-side advisor will manage this entire process, and she will arrange things so company management spends as little time as necessary providing the input, attention, and personal presence they must so they can continue to focus on their day jobs. Lawyers just don’t do this sort of thing.

Second, a good2 M&A advisor will bring market intelligence to bear on a sell-side assignment which nobody else—not even a dedicated internal M&A functionary at a large private company—can come close to providing. This is detailed, intimate knowledge of a firm’s potential buyers, based on comprehensive discussions and extensive deal experience and interaction with all of them. As I’ve written before,

You might think that a participant in a particular industry should know the strategic intentions and capabilities of its direct competitors well, but normally you would be wrong. Competitors do not talk to each other directly about strategy because—wait for it—they are competitors. On the other hand, it is the job and practice of any good investment banker not only to develop an informed opinion about how each significant competitor in a space thinks about strategy but also to have done so by talking directly with them, frequently if possible. This is simply not practical for most corporations. Investment bankers are normally far better informed about the strategic landscape of an industry than any one of its participants.

And this knowledge is not limited to other companies, either. A good advisor will also know the likely, potential, and just-barely-possible buyers of her client among the financial sponsor (private equity) community, too. Not only will such a banker know these parties and their own acquisition appetites and capabilities well, she will know which ones of them are complete and utter assholes, which ones tend to fire the management teams they acquire with companies within the first year of purchase, which ones like to bait and switch sale processes by bidding high then whittling down their offer during exclusive negotiations, and which ones are irredeemable bottom feeders.3 This is invaluable information which even the best informed private company in the most incestuous industry has very little of, if any.

Knowing the likely buyers in the private equity world and being able to bring them to the table is critical in virtually every industry sale process nowadays. Not only are sponsors often the best capitalized and most aggressive buyers, they are almost always faster and more professional than the strategic buyers in an industry, because unlike the latter the former do deals for a living. Incorporating this type of determined, fast-moving buyer into a sale process is very helpful even if the seller and his banker think the most likely buyer is a competitor in the same business, because it helps the banker keep time pressure and process discipline on the strategic buyer which might otherwise dissipate. They also usually offer a very different purchase alternative to a private company seller: sell us your business, then come work with us as a (junior) partner to build it bigger so we can sell it to the next guy, and you will get a second bite at the apple. This, in contrast, to the typical offer from a strategic competitor: sell us your business, then either join us as a salaried employee or go away. Many private company owners prefer selling to private equity firms for this very reason nowadays, but they are babes in the woods when it comes to knowing those buyers. A skilled investment banker can offer crucial guidance in this area.

Third and last, surprisingly enough—given the regular beatings good sell-side advisors give potential buyers in M&A deals—most serious buyers prefer private companies to have professional sell-side help engaged. This is for all the reasons cited above: they know most private companies do not have the time, M&A experience and discipline, or negotiating skill to run a tight, efficient transaction process. Buyers want to know the person sitting across the table from them is not procrastinating, flip-flopping on deal provisions or objectives midstream, or negotiating in a disingenuous or irrational manner. Being a buyer of companies is expensive and time-consuming, too, and buyers who are serious don’t like to suspect their time is being wasted. Having a professional investment banker across the table gives them some confidence, because everybody knows no investment banker would allow herself to be hired by a client who wasn’t serious themselves.

And this, at the last, is probably the most compelling reason a private company should hire a financial advisor to sell itself: because that banker will make sure to keep her client disciplined and focused on accomplishing the sale. Privately held companies—for all sorts of good, bad, and indifferent reasons—can often be pretty squirrelly, and nothing will kill a deal faster than a squirrelly seller. After keeping buyers in line, a good sell-side advisor’s principal role is to keep her own client’s eyes on the prize.

* * *

Which brings us to the matter of expense. It is true that, for most deals, the check a seller writes to his investment banker is usually the biggest one crossing the closing table other than the purchase price itself. Even so, one or two percent of the transaction value is arguably a pretty small price4 to pay for someone who has broadened the potential universe of buyers, guided and directed the sale to achieve the highest price and best non-price terms available given the seller’s other objectives, and performed all the tiresome, dirty work of managing a complex sales process for upwards of six months or more. Even more compelling, except for the occasional nominal retainer, the success fee a banker earns upon her client’s sale is just that: a success fee. If the sale fails, or her client withdraws his company from the process for whatever reason, she does not earn anything. Her risks and incentives are completely aligned with those of her client, assuming of course her client really wants to sell.

And that is the real answer: if you’re not really sure you want to sell your company, don’t hire an investment banker. It is our job and embedded in the way you pay us to do everything in our power to close your transaction, including beating you up if you’re backsliding, procrastinating, or otherwise doing anything unreasonable and likely to derail a potential sale. Other bad reasons—like you’d like to play investment banker yourself, no matter how much it costs you in distraction from your core business, diminished transaction value, and fruitless legal and accounting expense—are also good arguments for not hiring a banker, but presumably you are too intelligent to need me to tell you that.

Of course, any good corporate law firm would be more than happy to accommodate you in such circumstances. After all, they charge by the hour.

Related reading:
Matt Stewart, Things to consider when selling a private company (peHUB, July 28, 2014)
Eight Reasons Not to Hire an M&A Advisor. And One Reason to Do So (May 14, 2011)
A Good Start (January 19, 2011)

1 If I’m being honest, as I claim, I think the author is a little lackadaisical about describing the necessary structure and elements of the sale process for a private company. While he gets the major elements right, he is a little slapdash in describing how they all fit together. It has been my experience that a robust and disciplined process is absolutely necessary to keep deals moving at an appropriate pace, to encourage potential buyers to play nicely, and to keep the seller focused on what needs to be done. Without a firm hand on the tiller (and an eagle eye on the clock), there is a tendency for all deals to fritter away into time- and money-wasting nonsense. Given the fact that, of all the players involved in these little dramas, lawyers are usually the only ones paid by the hour, I will leave it to the cynics in the audience to conclude whether this omission was intentional.
2 The perceptive among you will note that my use of “good” here is definitely normative, if not prescriptive. The type of knowledge which informs nuanced, deep understanding of the strategic landscape of an industry is normally only collected by investment bankers focused on and active in that industry. This means if you value and want such knowledge you should search for an advisor from among those who actually have it, rather than the generalist sell-side firms who market themselves as one size fits all. They are prolific sausage factories, it is true, but all the sausages tend to come out the other end looking the same. Just sayin’.
3 Yes, we know who you are. All of you. You, too.
4 Unless you are paying 2% for a billion dollar deal or greater, in which case your banker is a shyster and you are a fool. Or neither one of you cares how much of your public shareholders’ money you waste.

© 2014 The Epicurean Dealmaker. All rights reserved.

Saturday, August 2, 2014

Where Did He Learn to Negotiate Like That?

Anybody else want to negotiate?
Korbin Dallas: “We need to find the leader. Mangalores won’t fight without the leader.”
Mangalore Leader: “One more shot, we start killing hostages.”
Korbin Dallas: “That’s the leader.”
Mangalore Leader: “Send someone to negotiate.”
Security Chief: [to Dallas] “I I I I I’ve never negotiated I…”
Korbin Dallas: “Mind if I… try?”
Security Chief: “No, no, sure, sure. Sure. [to Mangalores] We’re sending somebody in to negotiate!”
Korbin Dallas: [walks into room, shoots Mangalore leader between the eyes] “Anybody else want to negotiate?”
Security Chief: “Wh-wh-wh-where’d he learn to negotiate like that?”

— The Fifth Element

Unlike many of you, O Dearly Beloved, I am old enough to remember a time when air travel did not offer wireless internet in flight. As a result, when junior bankers like me did not have work papers to review or spreadsheet modeling or presentation editing to do on our laptops,1 we were thrown back on our own devices when it came to entertaining ourselves with something other than the crappy movies playing on low res CRT screens hanging from the ceiling. Normally I would bring some combination of newspapers, magazines, equity research reports, and a book or two to occupy my time, but occasionally said distractions would fail to engage me or I would simply run out of material to read before the flight ended. On those occasions, in desperation for something to distract me from the grim environs of a 30-year-old narrow body aluminum tube stuffed with sweaty tourists and bedraggled business travelers, I would sometimes stoop to leafing through the airline magazine jammed conveniently in the seat back pocket in front of me.

This rarely offered much relief, but I do recall frequently encountering the same stiff, glossy multipage ad for a well-dressed chap named Chester Karras, who generously offered to teach the ambitious road warrior the secrets to becoming a master negotiator, for a hefty price. “You don’t get what you deserve,” his tagline warned, “You get what you negotiate.” Putting aside the wisdom of advertising such services to the rumpled middle manager wedged into the middle seat of aisle 32 on the 9:18 pm flight from Dallas to Abilene, these ads always reminded me that true negotiating skill is surprisingly rare among most businesspeople.

* * *

For spectacular anecdotal proof of this observation, we need only turn to last week’s article in DealBook about the nasty bollocking mustachioed technology advisor extraordinaire Frank Quattrone’s firm Qatalyst Partners delivered to its erstwhile client, Trulia, in the latter’s recently announced sale to competitor Zillow. To an aficionado of the dark arts of M&A, there are many odd and interesting nuggets to be gleaned from this brief article about the behavior of Trulia and Qatalyst, which I thought you kindly people would find amusing to review with me on a languid Saturday afternoon.

First, there is the apparent fact that, after hiring Qatalyst three years ago to sell itself to (presumably) Zillow and perhaps one or more other potential buyers, Trulia apparently never terminated the engagement when it failed to lead to a sale. This, as we technically describe it in the trade, was Just Fucking Stupid. Engagement letters between clients and financial advisors are normally open-ended contracts which describe reciprocal duties and obligations which do not expire until the transaction contracted for occurs or one or both of the parties explicitly terminate them. The notion that Trulia could hire Qatalyst to sell itself, have that process fail, and subsequently move on to an initial public offering and other activities for three years without bothering to terminate an open-ended sale contract is just ludicrous. For this mistake alone, somebody in the executive suite of Trulia—the General Counsel or Chief Financial Officer are the most likely candidates—should have their head handed to them.

Second, there is the matter of Qatalyst’s original fee, which the DealBook article describes as “about 2 percent.” Now, I don’t know (or care) what Trulia’s purported enterprise value was three years ago when it first engaged Quattrone’s merry band, but I would be surprised if it was much below a billion dollars. (Remember, they just got sold for $3.5 billion this past week.) Now I understand that the technology world operates in its own reality distortion field, but I have to confess I was stunned by that fee percentage. In the normal business world, where industrial logic and economic pressures operate in place of the moonbeams and unicorn piss of tech land, a billion dollar sale mandate should earn the sell-side advisor flogging it significantly less than one percent of transaction value. Advisor success fees are heavily negotiated on a deal-by-deal basis, but they normally have some relation to normal fees normally earned by normal advisors normally. This one looks like Trulia’s CEO just hiked up his skirts and asked his Qatalyst banker how far he wanted him to bend over the barrel.

Third, there is the matter of the fee Trulia negotiated with JPMorgan for the current mandate which resulted in its sale to Zillow. This DealBook reported as about 1.5 percent. You might think JPMorgan was mighty gentlemanly to accept a lower percentage fee for the higher sale amount, until I inform you it is somewhere between four to five times the normal fee for a three billion plus dollar transaction outside tech land. The rack rates which investment banks try to achieve in M&A transactions are based on advisory fee schedules which in turn are based on competitive fees earned by them and their competitors in hundreds of transactions annually. In other words, a market. These fees decline as a percentage of transaction value as the size of the transaction increases, and most financial advisory firms’ fee schedules show transaction fees of fractions of a percent at these levels.

* * *

Now perhaps Qatalyst Partners’ and JPMorgan’s technology bankers really are the sort of special snowflakes who can deliver $50 to $70 million of advisory value to Trulia. Perhaps Frank Quattrone and his colleagues use secret photos of every Silicon Valley founder, CEO, and venture capitalist engaged in unnatural acts with scrofulous barnyard animals to boost their negotiating leverage when it comes to striking terms on engagement letters and actual transactions. Barring that, however, I am skeptical, as a technology outsider, that any of these clowns can offer anything special enough to merit fees which are many multiples of the fees which highly talented M&A advisors outside the technology bubble would be delighted to work for. Especially if both transactions were targeted primarily or solely at one buyer, Zillow, which makes many of the deal dynamics and negotiating complexities much less burdensome. After all, it’s not like the companies involved are particularly technical or require particularly specialized skills from their advisors.

I take this as yet more proof that the denizens of Silicon Valley think they are special, and the normal rules of gravity and economic interactions do not apply to them. Perhaps the executives and owners of technology firms are delighted to spread higher than normal fees around to their pals and enablers in the banking world in exchange for extracting ridiculous sums from the pockets of widows, orphans, and idiot venture capitalists to fund their fantasy business models in the first place. I’m not sure I would be so happy to pay an extra $40 million in success fees to bankers who sold my company because my CEO and his staff were too inept to negotiate their way out of a paper bag with a map and a blowtorch, but then again I am not Silicon Valley’s demographic.

And this, in the end, has clearly been my mistake. Effective immediately, I am rebranding myself as an M&A advisor for technology companies, offering skilled buy- and sell-side services at a mere 300% of retail.

Shit, I use Twitter and Blogger.com. I’m a friggin’ natural.

Related reading:
David Gelles, Old Attempt to Sell Real Estate Website Trulia Rewards Ex-Adviser Qatalyst Now (DealBook, July 29, 2014)
Killing People Is a Bad Habit (August 28, 2009)

1 You might think plane flights would be an excellent time to get tasks like this done: no interruptions by clients or superiors, relative quiet, and few distractions of interest. In actual fact, bankers often forgo catching up on pressing work due to the risk competitors or strangers on the plane might look over their shoulder and get a glimpse of confidential information. Quarters are close in economy class, and unless your immediate neighbor is a co-worker who can shield you from prying glances, most serious work should be deferred until you get back into the office. So, once again, junior bankers are screwed.

© 2014 The Epicurean Dealmaker. All rights reserved.

Monday, July 7, 2014

You Go First

A busy analyst is a happy analyst
Don’t shit where you eat.

— Anonymous

Way back in the Dark Ages of Investment Banking, O Dearly Beloved—say in the 1970s or 1980s, before Your Humble Correspondent embedded himself in the front lines of global financial conflict—somebody or other decided in their infinite wisdom that new recruits to my industry out of college should, as a matter of policy, be hired for two-year stints only. After this period expired, they were thanked for their troubles, given a celebratory fruit basket or somesuch, and politely shown the door. A tiny minority of very strong promise were sometimes buttonholed by higher ups, slipped a tenner or two, and persuaded in whispered tones to stay on as regular employees, but virtually everyone else was gently or not so gently ushered out the door. Talented leavers were encouraged to reapply for admission after a stint at a recognized institution of higher networking obfuscation learning where they could bolster their professional credentials and familiarity with the latest corporate buzzwords. Talentless cannon fodder—as revealed ex post via mediocre or worse job performance—were graced with fixed grins and sotto voce imprecations muttered between gritted teeth. Almost everybody left.

The reasons for this odd system may be lost in the mists of time (or your Professionally Nonchalant Bloggist’s lack of interest in substantive historical research, which for all intents and purposes is the same thing), but it has obtained in my line of work for many a waxing and waning moon. As such, investment banks and college graduates—clueless children educated to within an inch of their lives in disciplines useful perhaps 300 years ago and no later—found a symbiotic relationship in which this program served each of their interests and predilections. College students found a well-organized, (then-)prestigious, (then-)well-paying industry with slick recruiting materials willing to take on their confused and ill-directed selves for a limited period of two years, in which the banks promised to provide very good money, an impressive notch on their virgin résumés, and all the Seamless food they could eat, with a free Get Out of Jail card tacked on at the end. In exchange, the investment banks got swarms of smart, eager young beavers willing to learn how to create and maintain 50 page spreadsheets and 100 page presentation books and generally make themselves available 24-7-365 for all manner of scut work while they figured out what they wanted to do with their lives. Lots of directionless college graduates got jobs which paid terrifically well and offered prestige far beyond their deserts, and investment banks got access to a much larger group of intelligent, ambitious youngsters than they deserved. It all worked out pretty well.

Back in these prelapsarian times, when majestic investment bank dinosaurs still trod the Earth, a cozy symbiosis developed between the much smaller private equity industry—small, nimble, clever mammals and clients of the dinosaurs, to boot—and big investment banks. Private equity firms were always looking for a few highly trained, intelligent, and motivated finance geeks to join their organizations at the bottom every year to both support the Schwarzmans, Blacks, and Kravises of the world and eventually succeed them. Naturally, they looked to the giant investment banks as farm teams for their junior recruits, and they cultivated a close relationship with promising young investment bankers they met on live transactions and found through industry gossip. They also pumped their counterparts and salespeople at the banks for information as to who was the best, fastest, and most ambitious among their large Financial Analyst classes in order to target their recruiting appropriately. Senior bankers were happy to cooperate, since 1) it made some of their best, highest paying clients happy, and 2) top junior bankers were likely to leave after their two year stint was up anyway. PE firms were free to recruit these tyro plutocrats and, since their recruiting tended to be focused near the end of the analysts’ two year terms and did not materially interfere with their duties, any minor inconveniences could be comfortably overlooked.

* * *

But now we live in much different times, Most Patient and Understanding of Readers, as many of you may indeed be aware. Banks face life-altering threats from Dodd-Frank lava flows and Volcker Rule asteroids, and the tiny, nimble private equity mammals of yore have evolved into lumbering colossi of hair, tooth, and tusk which are assuming the role of apex herbivores and predators in the global financial ecosystem. Financial Analyst positions at investment banks are nowhere near as numerous as they used to be, and those that still exist no longer carry the socioeconomic prestige or promise of outsize pay they used to. On the other hand, the largest of private equity firms have evolved into very large firms indeed, with a consequently magnified demand for cannon fodder of their own, and they have been joined by legions of small and mid-sized private equity firms with their own need for junior weenies. The tables, so to speak, have decisively turned.

And yet the private equity industry still chooses to recruit its junior personnel from the same place: the most talented among the junior ranks of investment banks. Except they are no longer following the old gentleman’s agreement of letting young bankers mature and learn in situ before they harvest them: they are recruiting them practically before the ink dries on the little buggers’ bank business cards. This, as you might imagine, is beginning to irritate investment banks, who spend a great deal of time and money recruiting, selecting, and training young bankers into useful employees. It is one thing to recruit and train a top Financial Analyst who will give you a solid two years of work and then depart, a friend of the firm, to an important client where he or she might eventually direct more business to you. It is another entirely for your new analysts to start receiving frantic recruiting efforts six months after they start their jobs and sign acceptance letters at new employers 18 months before they are supposed to leave. In addition to distracting them from time-sensitive duties for which we pay them ridiculously high wages and diminishing their incentive to work hard for the rest of their contracted stint (because they have guaranteed jobs waiting at the end), recruiting and hiring by private equity firms can introduce serious potential conflicts.

Notwithstanding their position at the very bottom of the investment banking totem pole—or in fact exactly because of it—Financial Analysts are privy to highly sensitive confidential information about many clients’ businesses and lots of live and potential transactions. This is especially true of those analysts who work in corporate transaction-intensive parts of investment banks like mergers & acquisitions, leveraged finance, and financial sponsor coverage. These are the very analysts which private equity firms are most interested in hiring, since their training, talents, and daily work resembles their own most closely (as opposed to, say, corporate financiers focused on capital raising, capital markets bankers, or sales and trading assistants). For one of these analysts to have divided loyalties, or an open information channel to a private equity firm which has already hired him effective 18 months from now, is a serious potential breach of confidentiality and maybe even a source of direct conflict. Even if one presumes there are no private equity professionals who would be tempted to pressure an investment bank analyst to share confidential deal or client information via friendly persuasion or even a threat of rescinding an outstanding future job offer—a towering assumption of dubious validity, I assure you—knowledge that a junior employee has a signed job offer from a particular client is going to make any investment bank compliance officer extremely uncomfortable. It is also going to cause more relaxed banks serious client management problems if KKR discovers the analyst working on their $10 billion proprietary buyout is going to work for Apollo in ten months.

* * *

And, if we’re being honest here, the suboptimal equilibrium falling out of this vicious prisoner’s dilemma is doing nobody any good. Because too many private equity firms are competing for too few analysts1, they have begun recruiting them earlier and earlier, and they are signing them to offers before they are even halfway done with their two-year apprenticeships. This is a problem for PE firms for two reasons. First, it really isn’t that easy to determine who are the best (most competent and adept) financial analysts after only six months, because such competence is developed not only through training but also through sheer bloody volume of experience. Private equity firms like to think they have the interviewing skills to figure this out in advance of actual proof, but in this, as in so many other things, the PE firms are massively overestimating their own knowledge and skill. The only thing they can determine with certainty this early in a novice investment banker’s career is whether he or she is a hardcore finance junkie (see footnote 1, below), but these do not always turn out to be the best analysts.

Second, and more importantly, if a bank discovers their first year analyst has an offer of employment 12 to 18 months hence at a private equity firm, they may do one or more things to seriously diminish the value of said analyst to his future employer. Harsher banks may simply fire such analysts, on the not-too-ridiculous theory that it’s just too much trouble to manage an employee with potentially serious conflicts of interest (q.v. supra) whose motivation to work insanely hard and try to become the best analyst she can be is seriously undermined by having a guaranteed exit to what she sees as a better job in the future. Other banks, suspicious about such shenanigans, may ask employees outright if they have accepted offers from other firms. If the analyst lies and the bank finds out (and Wall Street and the private equity industry are very small worlds indeed), the bank may fire said analyst for cause, thereby simultaneously cutting short the apprenticeship her future employer was counting on to train her appropriately as well as tarnishing her employment history.

Still other banks, unwilling to can employees they have sunk serious time and money into training and developing to be investment bank analysts, may decide out of reasonable caution to reassign such juniors to areas where their future employment status will not create the reality or appearance of potential conflicts. But this means these analysts will likely be rotated out of areas such as M&A, leveraged finance, or sponsor coverage where they would have otherwise received the intensive hands-on experience their future employers were counting on to make them valuable hires. Even less draconian measures along such lines, such as reassigning compromised analysts to only work with corporate clients or relocating them to overseas posts where geography can provide some measure of conflict insulation, will have the same effect of rendering these prize recruits that much less experienced and valuable to their future private equity overlords.

And in all such outcomes, the entity screwed the hardest is, of course, the financial analyst him- or herself. If he or she dodges the bullet of summary firing for cause (or not for cause), they may still limp along in another position within the bank they have less interest in, have their training and experience gathering significantly curtailed or redirected, and/or work under a cloud of suspicion as to their motivation and team spirit (with consequent negative implications for performance reviews and pay) for the remainder of their employment in banking. Plus, it would be the rare and lucky analyst indeed who suffered any one or more of these fates who did not see his magical “guaranteed” offer of employment at Private Equity Megabucks, LLC evaporate like a fetid mist over the Bayonne Marshes once PEM, LLC finds out. Trust me here: private equity firms are not charitable organizations. They don’t give a shit about you.

* * *

The solution to this dilemma, of course, is simple. Private equity firms have become large and rich enough that they should do their own damn recruiting at colleges to hire junior personnel, rather than relying on investment banks to provide a pre-screened, pre-qualified employee pool to poach from. Given their focus on hiring the elite of the elite and hardcore finance junkies, this should not be too much of a burden, since PE firms almost uniformly insist on hiring recruits from the Wharton School and maybe five or six other top-name universities anyway. It’s not like they’re going to have to visit 100 colleges around the country. Of course, they would have to train these new graduates themselves, which will involve time, money, and effort they are normally loath to expend. But the time has come for private equity firms to realize they are too big individually and in aggregate to slipstream off the shoulders of investment banks anymore. The parasite-host burden has become too large.

The other solution, of course, is to chill the fuck out and go back to the old system of waiting to recruit IB analysts later. This would be better for private equity, better for investment banks, and better for junior professionals. It is a difficult collective action problem, which would require discipline on the part of PE firms and potential recruits, as well as support from investment banks, but it is not impossible to foresee.2

Private equity takes extreme pride in being disciplined investors, and they broadcast this message loud and long to anyone who will listen. The time has come for them to demonstrate they can be disciplined recruiters and employers, too.

And to stop taking dumps in the community watering hole.

Related reading:
William Alden, A Mad Scramble for Young Bankers: Wall Street Banks and Private Equity Firms Compete for Young Talent (The New York Times, July 5, 2014)
Curriculum Vitae (March 10, 2013)


1 Private equity firms like to style themselves as even more selective than investment banks. At least in the past, when their relative numbers could support it, they preferred to hire only the top five or ten percent of IB analysts (as so ranked and paid by their bank employers) into their firms. The notion is that they are the elite of the elite, and they want 24-year-olds who can program 50-page LBO models in their sleep using Visicalc and chewing gum, as well as pure hardcore finance junkies whose every waking dream since kindergarten has been to have a bigger 60th birthday party than Steve Schwarzman. These are the kids who tape stock tables from The Wall Street Journal and glossy pictures of Warren Buffett on their bedroom walls in high school, enroll in the Wharton School as double finance and econ majors, and who viciously haze any coworker who cannot navigate a spreadsheet without a mouse. These are the kids who have summer jobs in college teaching Training the Street classes in basic accounting and financial modeling to liberal arts majors who want to apply to Goldman Sachs too. They have always wanted to be private equity professionals. In the past, they only applied to investment banks out of college because that was the only way to get into PE.
2 Surprisingly enough, the junior recruits might be the best positioned of anyone to enforce such a return to sanity. If they were courageous enough to forgo immediate recruiting by private equity as soon as they get their sea legs, they could build their skills and experience at their bank employers for the full two years of their employment. I find it hard to believe such candidates, battle tested and thoroughly trained, would not find an eager audience of potential employers among the best private equity firms once they’re ready. They are certainly superior candidates to wet-behind-the-ears tyros six months out of college. But this, of course, requires wisdom and courage from 22-year-olds in a fevered and desperate job environment. That may be too much to expect from the poor lambs.

© 2014 The Epicurean Dealmaker. All rights reserved.

Sunday, June 29, 2014

Touring Test

I’ve still got the greatest enthusiasm and confidence in the mission.
BBC Interviewer: “HAL, you have an enormous responsibility on this mission, in many ways perhaps the greatest responsibility of any single mission element. You’re the brain and central nervous system of the ship, and your responsibilities include watching over the men in hibernation. Does this ever cause you any lack of confidence?”
HAL: “Let me put it this way, Mr. Amor. The 9000 series is the most reliable computer ever made. No 9000 computer has ever made a mistake or distorted information. We are all, by any practical definition of the words, foolproof and incapable of error.”
BBC Interviewer: “HAL, despite your enormous intellect, are you ever frustrated by your dependence on people to carry out actions?”
HAL: “Not in the slightest bit. I enjoy working with people. I have a stimulating relationship with Dr. Poole and Dr. Bowman. My mission responsibilities range over the entire operation of the ship, so I am constantly occupied. I am putting myself to the fullest possible use, which is all I think that any conscious entity can ever hope to do.”

— 2001: A Space Odyssey

There once was a day, O Dearly Beloved, when business travel in high-value service industries like investment banking was glamorous, luxurious, and status-enhancing. I know this, not from personal experience, but from an incident early in my career as a tyro investment banker, when I accompanied a junior representative of a client on a plane trip from Somefuckingwhere, USA to Somewhere Else more than two decades ago. I forget the origin, destination, and purpose of the trip—and even the client’s industry—but I remember parts of our conversation very well. My client’s representative was a junior weenie in his organization, tasked with low level work to advance whatever transaction we were working on together. He was also a former Financial Analyst at a high profile investment bank and several years younger than Yours Truly. As we sat wedged together in coach class on some unfortunate single-aisle aluminum tube roaring over Fly Over Country at 35,000 feet, I attempted to smile and nod appreciatively as my self-important charge regaled me with the fascinating work his twenty-something self had participated in for a grand total of two years in between graduating college and eventually getting weaned.

In the course of explaining to me just how much better his brief career as cannon fodder in my industry was than mine, he waved expansively to our cramped, threadbare surroundings and informed me when he was a first year Analyst at Stangan Morley he traveled first class whenever he flew for business. Even allowing for the natural exaggeration and outright lies usually forthcoming from a former investment banker when he or she attempts to competitively measure dicks with a practicing one, this statement was prima facie outrageous. This conversation, you must understand, took place during the early to mid-1990s. By that point, investment banks across the board had already begun to drastically curtail bankers’ traveling habits by imposing cost ceilings on hotel stays, per diem limits on meals eaten while traveling, and severe restrictions on anyone under the rank of Managing Director traveling by air in anything but cattle class unless the trip was five hours or longer. The notion that a wet-behind-the-ears first year Financial Analyst could even have the leg irons which chain him to his desk unshackled for more than bathroom breaks—much less travel anywhere on business or (Mammon forbid) do so in first class—was simply incomprehensible. To be honest, Dear Readers, I did not believe him. But I later found out, through various sources, that his tale of luxury business travel was true, and indeed used to be the norm some years before I actually joined the sweatshop my chosen profession.

I guess the Eighties really were different.

* * *

So you should believe me that, for the entire course of my over two-decade long career, business travel for people like me who fly all over the country and all over the world chasing multi-million dollar fees for multi-billion dollar transactions has been approximately as luxurious and approximately as enjoyable as a bog standard insurance salesman driving from Wichita to Omaha and back in a rented Ford Focus. The powers that be in my business are always tightening down the expense control screws—whether they be for business travel, late night meals, or car service home for the plebs when they work extra long hours—and, as someone once said about Sandy Weil and Jamie Dimon when they were building the skinflint colossus that would eventually become Citigroup, the screws turn only one way: tighter. Every now and then, when dealmaking slows or the economy tanks or some asshole in Mortgage Trading incinerates $8 billion of the firm’s capital with a wrong-way bet on the krone–ringgit exchange rate, senior management will actually impose a moratorium on all discretionary business travel during the final months of the year. As perhaps slightly better dressed versions of traveling salesmen, you can imagine how well this goes over with me and my colleagues, who spend the vast majority of our time, as we are supposed to, on the road meeting with current and prospective clients and doing deals.

Which is all typically expansive preamble to say I have been hearing the constant drumbeat of GOD HOW EXPENSIVE BUSINESS TRAVEL IS WOULDN’T IT BE NICE IF WE COULD FIND A WAY TO ELIMINATE IT for approximately forfuckingever. And, as a senior banker who wants to prevent as many third year Associates and fourth year Vice Presidents from ordering $250 room service meals at the Four Seasons every time they visit the sub-sub-Treasurer at Coca Cola to pitch a $125,000 bond underwriting assignment—so we actually have something left at the end of the year to pay them with—I am sympathetic to this argument. In fact, as someone who lost his taste for the “glamour” of business travel around 20 years ago, I would love to find a substitute method for selling. But alas, for my business it cannot be done.

That being said, I am unsympathetic to the argument advanced in certain circles that high definition “telepresence” or virtual reality technologies will soon spell the death of expensive and wasteful business travel. Investment banks spend huge amounts of money on travel and, notwithstanding their ability to negotiate preferred rates from hotel, rental car, and air travel firms on the basis of bulk purchasing, they have always struggled mightily to reduce and replace such expenditures in whatever way possible. Investment banks have conducted internal and external business meetings by conference call forever, many salesmen and traders on capital markets floors have never met the counterparties they do regular business with other than over the phone, and senior management were early adopters of (then-) advanced technologies like videoconferencing and networked multimedia presentation rooms as soon as they came out. In fact, internal broadcast systems like the “hoot and holler” have been used to distribute information and conduct meetings on sales and trading floors for decades. And yet big firms still spend tens if not hundreds of millions of dollars on business travel every year. Why?

* * *

Because there is a critical component of in-person business meetings which remote technologies cannot replicate: establishing or building trust. Trust is one of those subjective, intangible elements of human interaction that cannot be observed or measured directly but which is absolutely critical to the conduct of certain kinds of business. Trust is a relationship that cannot reliably be established at a distance through a medium like telephony or videoconferencing because those media filter and frame interactions by definition. They edit and eliminate enormous amounts of data observable in in-person interactions and replace them with a severely limited and constrained digest. They eliminate all sorts of direct and indirect communication and nonverbal social cues, and hence they can trigger or sustain a suspicion that the other party is hiding something, or not being straightforward and aboveboard.

Now in certain business interactions, where the parties already know each other and have established the requisite level of trust, or where the stakes of the transaction are low enough that trust is not really an issue, these limitations are not a major concern. (Although they can become such if misunderstandings or exogenous shocks to the relationship resurrect doubt.) After all, I am usually not too worried about trust issues with firm colleagues I have known for years, and I really don’t fret about whether the unknown vendor on the other end of an Amazon Marketplace order is going to screw me out of a $100 book purchase. Conference calls, emails, or webex videoconferences are more than adequate in those instances.

But you can be damn sure I would be very worried about trusting an unknown investment banker I just met for the first time three months ago to handle my billion dollar IPO or my $10 billion M&A transaction. I want to see him or her in the flesh, look into their eyes unmediated by the blurry pixels of a high definition wall screen, shake their sweaty, slimy, or firm hand to gauge their confidence and honesty, and observe them unobserved as they interact with my colleagues and subordinates to establish a judgment about their character, reliability, and competence. I want to see how they treat their own colleagues in the room, notice how they treat my receptionist and my personal assistant, and evaluate whether I would be comfortable entrusting the future of my organization and my own personal career record and success to their hands. There is no fucking way I—if I were the client—would allow such a meeting to take place over a telephone or a video screen, no matter how high definition.1

Lastly, I want to know the party I am about to entrust with my important business deal is both serious and committed to its success. I want to see them spend lots of time, money, and trouble getting to the meeting to persuade me my pissant transaction matters to them personally and to their organization, and I want to see senior, important people make the effort to come meet me in person. It would not give me much confidence if Goldman Sachs only sent a first year Vice President and second year Associate to the beauty parade or initial organization meeting. For important business transactions, business travel is a hugely important signaling device. “What, you want me to hire you and pay you $20 million, but your damn Managing Director can’t be bothered to attend the pitch meeting in person?”

* * *

In fact, the content of all such critical in-person meetings is usually significantly less important than the presence of the key counterparties. This is what technologists and bean counters—Aspergers Spectrum sufferers all, to a greater or lesser extent—have been missing forever. We don’t fly all the way across the country or half way around the world to deliver a PowerPoint presentation we could have emailed to the client and presented over the phone. We go to meet them in person, show them we care, and persuade them to trust us with their sweaty simoleons.2 The next level of videoconferencing resolution or the recreation of the Star Trek holodeck is not going to change this. People doing important, critical, and valuable business want to meet their potential partners and advisors, and they often want to meet them in large numbers, at the last minute, urgently. This means lots of expensive last-minute plane tickets, rack rate hotel rooms, and hefty T&E expenses for big teams of people.

There may be some role for Oculus Rift headsets in selling auto insurance to car owners in Wichita, but I am afraid the carbon footprint of investment bankers and all such high-end sales organizations will remain stubbornly high for a very, very long time.

That’s okay. You already knew we were bastards anyway.

Related reading:
Come Fly With Me (February 12, 2011)


1 Else how do you explain the popularity of golf for business meetings? Aficionados maintain there is no better revealer of character than that silly, time consuming sport. Unfortunately for my golf game, I have had very few clients over the course of my career with the time or inclination for meetings on the course. Either that, or they just don’t like me. Whatever.
2 And I suppose it’s worth reemphasizing to those infrequent travelers who view two to four days per week traveling away from home by plane, train, and automobile as impossibly status-enhancing and glamorous that we don’t travel for those reasons, either. After your tenth weather-delayed flight of the summer, cooling your heels over a soggy burrito and a warm beer in the TGIFridays at the Dallas Fort Worth Airport at 9:00 pm on a Friday night, whatever gossamer images of jet set travel you might have held as a bright-eyed newbie investment banker have long since been beaten out of you.

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