May 8, 2024

Archives for May 2012

DealBook: In Cambodia, a Start-Up Combines Web Sales Skills and Hair Extensions

Janice Wilson, founder of Arjuni, shows a finished hair extension, ready for shipping from Phnom Penh, Cambodia.Ron Gluckman for The New York TimesJanice Wilson, founder of Arjuni, shows a finished hair extension, ready for shipping from Phnom Penh, Cambodia.

PHNOM PENH, Cambodia — For an Internet start-up, Arjuni faces more challenges than usual.

The e-commerce site that sells hair extensions operates out of a five-story building here that lacks elevators and, sometimes, power. Employees typically have to travel to remote villages by motorbike or foot to pick up the goods that Arjuni sells. And the office floor is cluttered with piles of hair strands instead of computers.

But like many new ventures, Arjuni is harnessing the latest Internet tools like Twitter and social media to build a loyal customer base.

In just two years, the company, founded by Janice Wilson, has grown from a handful of employees to 80, and it now generates more than $1 million in revenue. The start-up is also slowly gaining market share from the industry’s dominant players in India and China, as well as retailers in the United States and Europe.

“We not only buy and collect the hair ourselves, but sell it directly to our customers. This makes us stand out,” Ms. Wilson said. “We’re small, but considered one of the top brands.”

While hair extensions have been around for decades, they became a fashion craze in recent years, when stars like Paris Hilton and Britney Spears started using them to change their looks. A large proportion of Arjuni customers, like Ms. Wilson, are African-Americans seeking fuller styles for their tresses.

Arjuni workers, many rescued from sex trafficking, clean and groom natural hair.Ron Gluckman for The New York TimesArjuni workers, many rescued from sex trafficking, clean and groom natural hair.

India has long provided much of the world’s natural hair, sold to wholesalers mainly in China, which in turn marketed their products to retailers in Europe and the United States. But Ms. Wilson found that Cambodians have similar hair quality, long with cuticles in alignment.

“Probably 99 percent of the world’s hair comes from India. Nobody had thought of Cambodia,” said Ms. Wilson, 39, straddling piles of hair on the floor.

It is a small but potentially profitable niche. The hair extensions business generates annual revenue of $250 million.

Workers begin sorting the natural-grown hair according to length and quality.Ron Gluckman for The New York TimesWorkers sorting the natural hair according to length and quality.

Ms. Wilson said it was important to her to have a business serve a social purpose. Many of Arjuni’s employees formerly worked in Cambodia’s notorious sex trade.

That effort helped attract seed capital from a Japanese investment fund, Arun, formed in 2009 by Satoko Kono to help social enterprises in emerging nations. “We like how Arjuni is employing women, and helping the needy,” said Ms. Kono, who spent a decade with development organizations in Cambodia.

Additional money came from the Cambodian Export Market Access Fund, which is a World Bank-financed project that helps companies trying to develop exports. The rest came from her savings, friends and family.

A lawyer by training, Ms. Wilson has built her business by making customers feel engaged in the product via the Internet.

Customers eagerly describe their orders on home videos that they upload on YouTube, with segments on topics like hair design, delivery and grooming. Clients are encouraged to send in pictures of starlets they want to emulate, like Catherine Zeta-Jones or Beyoncé. Arjuni also floods Facebook with testimonials and promotions.

“Our clients are fanatical about hair,” said Tiyana Peters, who oversees social media for Arjuni. “We get everything from wedding photos afterward to details on how the boyfriends react.”

By dealing direct with customers, Arjuni eliminates the added cost of working through another retailer or site. Extensions can cost thousands of dollars, but typically average around $500.

The Internet has helped with damage control, as well. After rumors spread online that Arjuni was stealing hair or forcing women to sell it, the company began regularly posting more information on its operations on networking sites.

“This was totally untrue. We buy the hair at fair prices, and tried to explain it, but there isn’t much you can do,” Ms. Wilson said. “Our company grew up in the age of social media,” she said. “Social media is huge, and has helped us, but these accusations really stung.”

Her idea for the start-up was an evolution of sorts. Ms. Wilson, originally from Green Bay, Wis., was on vacation in Cambodia four years ago, she began thinking about opportunities to start a business here.

Cambodia was in the midst of an economic boom and had the fastest-growing economy in Asia, after China, for several years running. One of the hottest sectors was real estate. Ms. Wilson, who was working for a real estate firm in Colorado, decided to move to Cambodia, and with local partners, planned a development near the temples of Angkor, the country’s top tourist attraction.

When Cambodia’s property market suffered along with the global economy, she faced a grim challenge. “I either had to give up and go back to America, or find something else to do,” she recalled.

The collapse of Cambodia’s textile industry largely as a result of cheap competition from China led to her idea. Cambodian workers with sewing skills were suddenly unemployed, and nobody had looked at Cambodian hair as a marketable material before.

“I was thinking, what is recession-proof?” Ms. Wilson recalled. The answer: “vanity.”

The best — and most expensive — hair extensions are made from natural human hair, which is cut, cleaned and sewn into individual pieces. “It was low-tech, they just needed to learn how to make them, and we just needed sewing machines. We could use the skills already here,” she said.

The business was also a way to help workers develop marketable skills. Ms. Wilson now provides employees with free English, computer and math classes. A third of workers come from troubled situations like sex trafficking or spousal abuse. “But we run everything as a business,” Ms. Wilson said.

Ms. Wilson acknowledged that she and her staff members were extremely ambitious at the outset, “trying to do everything at once — collection, fabrication and distribution.” But they have been able to keep up the frenzied pace as the company grew.

“It’s definitely been difficult to scale up,” Ms. Wilson said. “But it does make us better quality.”

This spring, Arjuni added yet another facet to its operation — a series of in-person events in the United States called Halo, where her staff could meet and help groom customers.

“Do I feel I have aged a lot? Definitely,” Ms. Wilson said. “But I love being an entrepreneur. I love the challenges.”

“When I worked in a law office, I was bored out of my mind,” she added. “When you have this entrepreneurial spirit, you just have to do it.”

Article source: http://dealbook.nytimes.com/2012/05/28/in-cambodia-a-start-up-uses-the-internet-to-sell-hair/?partner=rss&emc=rss

Media Decoder Blog: U.S.C. Media Program Trains Afghan Film Students

Samiullah Nabizada, who attended the University of Southern California cinema school in 2011, has returned to Afghanistan.Erick Yates GreenSamiullah Nabizada, who attended the University of Southern California cinema school in 2011, has returned to Afghanistan.

LOS ANGELES — Before he became famous in the media world as the chief executive of MTV, and then its parent, Viacom, Tom Freston had a less glorious career as the proprietor of a clothing company based in Afghanistan.

Things ended badly, by Mr. Freston’s account, when he had to leave the country in 1978 on the heels of a coup. “There was too much shooting in the streets,” he recalled.

But his love affair with Afghanistan continued. And Mr. Freston, fired from his Viacom position by Sumner Redstone in 2006, has been quietly stealing time from his current career as a consultant and entrepreneur to connect the dots of his far-flung experiences — from untamed Afghanistan to the unruly media future — via a little-noticed program at the University of Southern California’s School of Cinematic Arts.

Kept under wraps until now because of security concerns, the program, entering its second year, enrolls two Afghan students annually for a crash course in the cinema school’s summer program.

The students are sponsored by Mr. Freston in collaboration with Saad Mohseni of the Moby Group, a media conglomerate in Afghanistan (on whose board Mr. Freston serves). For about seven weeks, the students get a day-and-night education in writing, editing, cinematography and whatever else it takes to make programming for screens, large and small.

“Four years is too late,” Mr. Freston said of his reasons for backing students for short stints, rather than a full four-year education. (His own son is a graduate of the cinema school, its spokeswoman said.)

By Mr. Freston’s account, the trained talent pool in Afghanistan’s media world roughly matches what he found decades ago in the cable television world — many are willing, but few are trained. With that in mind, two trainees will arrive at U.S.C. next month to begin studying under the program’s overseer, David Weitzner.

The trainees from last summer have returned to Afghanistan, and are working in a rough-and-tumble business that still fears a Taliban resurgence but in the meantime has millions of viewers for programs as far-flung as a Persian-language version of a Spanish-language telenovela.

Before leaving Afghanistan in 1978, Mr. Freston said, he briefly considered just sticking around until things settled down. “I’d still be waiting,” he said.

Article source: http://mediadecoder.blogs.nytimes.com/2012/05/27/at-u-s-c-media-training-for-afghan-students/?partner=rss&emc=rss

The iEconomy


Motion Graphic: The iPhone Economy

Apple’s iPhone is a model of American ingenuity, but most of its components are manufactured somewhere else. The decline of manufacturing can lead to the loss of other kinds of jobs.

Article source: http://www.nytimes.com/interactive/business/ieconomy.html?partner=rss&emc=rss

Bits Blog: Google Cleared of Infringing on Oracle’s Java Patents

David Paul Morris/Bloomberg News

Google did not infringe on any Oracle patents when it used Java software in the Android operating system, a federal jury said on Wednesday.

The verdict, reached in Federal District Court in San Francisco, leaves Oracle with a relatively small claim of copyright infringement, making it almost certain that the judge will not demand a harsh penalty from Google.

That would be a mild end to what at one time seemed to be a major case between two of the largest companies in computer technology. Oracle, which picked up the Java software language when it bought Sun Microsystems, accused Google of violating both patent and copyright protections in developing Android, which is now the world’s most popular smartphone operating system. If Google had lost on several counts of the case, it could have been subject to severe fines or been forced to let Oracle in on future developments of Android.

“It’s a full win for us,” said Jim Prosser, a Google spokesman. “If you look at what has happened in this case so far, they didn’t have much.”

Deborah Hellinger, an Oracle spokeswoman, issued a statement saying:

“Oracle presented overwhelming evidence at trial that Google knew it would fragment and damage Java. We plan to continue to defend and uphold Java’s core write-once, run-anywhere principle and ensure it is protected for the nine million Java developers and the community that depend on Java compatibility.”

The case became notable for the star power of its witnesses, as both Oracle’s chief executive, Lawrence J. Ellison, and Google’s chief executive, Larry Page, took the stand. Evidence also included several embarrassing e-mails from Google executives discussing whether they needed to seek a software license for Java.

Earlier this month, the jury found that Google had violated Oracle’s copyright, but only on a few lines of code, out of millions of lines in Android. Other copyright claims were, like Wednesday’s patent claims, unconvincing to the jury.

Judge William Alsup of Federal District Court in San Francisco, who is presiding in the case, has shown himself to be something of an amateur programmer. He has been somewhat dismissive of the sophistication needed to create the Android code that the jury earlier found had been stolen, another indication that he was unlikely to pass harsh judgment on Google.

While Oracle may appeal the verdict, there is still another wrinkle in the trial. The judge must still rule on whether or not application programming interfaces, or A.P.I.’s, can be copyrighted. A.P.I.’s are the specifications between different software components that enable them to communicate with each other. If he rules that they cannot be copyrighted, damages will be relatively modest. If he finds that they are, the case will be again presented to a jury.

Article source: http://bits.blogs.nytimes.com/2012/05/23/google-cleared-of-java-patent-violation/?partner=rss&emc=rss

DealBook: Alibaba Said to Seek Billions to Buy Back Yahoo Stake

Alibaba's headquarters in Hangzhou, China. The online retailer wants to repurchase part of Yahoo's stake for $7.1 billion.Nelson Ching/Bloomberg NewsAlibaba’s headquarters in Hangzhou, China. The online retailer wants to repurchase part of Yahoo’s stake for $7.1 billion.

The China Investment Corporation is in advanced talks to add as much as $2 billion to the Alibaba Group to help finance the Internet company’s efforts to buy back a stake from Yahoo, a person briefed on the matter said on Thursday.

The Chinese Investment Corporation, known as C.I.C., a $200 billion Chinese sovereign wealth fund, is one of several potential partners from which Alibaba would raise money to pay for the stake repurchase. On Sunday, Alibaba announced a long-awaited deal to buy back half of Yahoo’s 40 percent stake in the company for $7.1 billion.

To finance the purchase, Alibaba is raising about $4.6 billion in total. The Chinese Internet company is holding talks with a number of other firms, including Temasek, a Singaporean sovereign fund; DST Global, the Russian investment firm; and the Blackstone Group, according to the person and others briefed on the discussions, who sought anonymity because they were afraid they would lose their jobs.

The pact with Yahoo values Alibaba at about $35 billion, though that figure could rise if the Chinese company is able to raise financing at a higher valuation.

Over the last several years, Alibaba has undertaken several moves that could lead to its transformation, including steps toward an initial public stock offering down the road. On Thursday, Alibaba was completing the takeover of its publicly traded subsidiary, Alibaba.com.

But the biggest move has been securing an agreement with Yahoo over the repurchase of the stake, which begins the unwinding of an often tense partnership.

While Yahoo’s investment in Alibaba in 2005 helped the Chinese company become a premier Internet and e-commerce player in that country, the two have clashed over a number of issues. Perhaps the bitterest conflict began in 2010, when Alibaba decided to spin off Alipay, its online payment business. Yahoo protested that it had not been properly consulted before the move, setting up a battle that was resolved only last summer.

Alibaba first sought to buy back some of the stake Yahoo held several years ago, but the American company backed out late in the process. The abrupt end to the discussions was believed to have rankled Jack Ma, Alibaba’s chief executive, who felt that the break had hurt his relationships with companies that had agreed to back that first repurchase agreement.

Alibaba and Yahoo resumed talks late last year, hoping to reach a deal on a complicated transaction known as a cash-rich split, which would have amounted to a tax-free asset swap. But those talks ran aground earlier this year over a number of concerns, including breakup fees and the valuation of Alibaba.

The two tried again in March, aiming for a simpler deal in which the Chinese company would buy back some of its stake directly. Talks between the two companies — led by Alibaba’s chief financial officer, Joe Tsai, and his Yahoo counterpart, Timothy R. Morse — proceeded smoothly in the final effort at negotiations, with many details being decided fairly quickly.

It now appears that a new détente has emerged. Yahoo, for instance, has agreed to give up certain voting powers and an ability to name a second director to Alibaba’s board as part of the stake repurchase agreement announced on Sunday.

That may help allay concerns by Chinese regulators that Alibaba is controlled by foreign investors, worries the company has been keen to eliminate.

News of Alibaba’s talks with C.I.C. was reported earlier by Reuters.

Article source: http://dealbook.nytimes.com/2012/05/24/china-investment-corp-in-talks-for-alibaba-stake/?partner=rss&emc=rss

DealBook: Sberbank of Russia in Talks to Buy DenizBank for $4 Billion

A Sberbank branch in Moscow.Andrey Rudakov/Bloomberg NewsA Sberbank branch in Moscow.

LONDON – Sberbank of Russia is in exclusive talks to buy DenizBank, a Turkish subsidiary of the struggling French-Belgian lender Dexia, for $4 billion, according to people with direct knowledge of the matter.

The deal would give Sberbank, controlled by Russia’s central bank, access to the fast-growing Turkish market, which has continued to grow despite the effects of the European debt crisis.

The Russian bank and Dexia, which received a multibillion-dollar bailout from the French and Belgian governments last year, are expected to announce late on Thursday that they are in exclusive talks, one person said, who spoke on condition of anonymity because he was not authorized to speak publicly. The discussions are expected to last until mid-June.

Dexia’s disposal of DenizBank is part of the firm’s efforts to sell off assets, after the financial firm received a bailout from authorities last year and moved to sell off assets.

The British bank HSBC had been in the running to acquire DenizBank, but pulled out of the process, according to another person with direct knowledge of the matter.

Sberbank’s efforts to expand into Turkey follow a similar move into Eastern Europe earlier this year when the Russian bank bought Volksbank International, a subsidiary of the Austrian lender Oesterreichische Volksbanken, for 505 million euros ($636 million).

Rothschild and Deutsche Bank are advising Sberbank on the deal.

Article source: http://dealbook.nytimes.com/2012/05/24/sberbank-of-russia-in-talks-to-buy-denizbank-for-4-billion/?partner=rss&emc=rss

DealBook: China Investment Corp. in Talks for Alibaba Stake

Alibaba's headquarters outside Hangzhou, China.Nelson Ching/Bloomberg NewsAlibaba’s headquarters outside Hangzhou, China.

The China Investment Corporation is in advanced talks to pour as much as $2 billion into the Alibaba Group to help finance the Internet company’s efforts to buy back a stake from Yahoo, a person briefed on the matter said on Thursday.

C.I.C., a $200 billion Chinese sovereign wealth fund, is one of several potential partners from whom Alibaba would raise money to pay for the stake repurchase. On Sunday, Alibaba announced a long-awaited deal to buy back half of Yahoo’s 40 percent stake in the company for $7.1 billion.

To finance the purchase, Alibaba is raising about $4.6 billion in total. The Chinese Internet company is holding talks with a number of other firms, including Temasek, a Singaporean sovereign fund; DST Global, the Russian investment firm; and the Blackstone Group, according to people briefed on the discussions.

The pact with Yahoo values Alibaba at about $35 billion, though that figure could rise if the Chinese company is able to raise financing at a higher valuation.

Over the last several years, Alibaba has undertaken a number of moves that could lead to a transformation of the Chinese Internet giant, including an initial public offering down the road. On Thursday, Alibaba was finalizing the takeover of its publicly traded subsidiary, Alibaba.com.

Jack Ma, chief of Alibaba Group.Chinafotopress/Getty ImagesJack Ma, chief of Alibaba Group.

But the biggest move has been securing an agreement with Yahoo over the stake repurchase, beginning the unwinding of an often tense partnership.

Yahoo’s investment in Alibaba in 2005 helped the Chinese company become a premier Internet and e-commerce player in that country, but the two have clashed over a number of matters. Perhaps the bitterest conflict began in 2010, when Alibaba decided to spin off Alipay, its online payment business. Yahoo protested that it was not properly consulted before the move, setting up a battle that was resolved only last summer.

Several years ago, Alibaba sought to buy back some of the stake Yahoo held, but the American company backed out late in the process. The abrupt end to the discussions was said to rankle Jack Ma, Alibaba’s chief executive, who felt that the break had hurt his relationships with companies that had agreed to back that first repurchase agreement.

The two resumed talks late last year, hoping to reach a deal on a complicated transaction known as a cash-rich split, which would have amounted to a tax-free asset swap. But those talks ran aground earlier this year over a number of concerns, including breakup fees and the valuation of Alibaba..

The two tried again in March, aiming for a simpler deal in which the Chinese company would buy back some of its stake directly. Talks between the two companies — led by Alibaba’s chief financial officer, Joe Tsai, and his Yahoo counterpart, Timothy R. Morse — proceeded smoothly in the final attempt at negotiations, with many details being decided fairly quickly.

It appears that a new détente has emerged between the two. Yahoo, for instance, has agreed to give up certain voting powers and an ability to name a second director to Alibaba’s board as part of the stake repurchase agreement announced on Sunday.

That may help allay concerns by Chinese regulators that Alibaba is controlled by foreign investors, worries the company has been keen to eliminate.

News of Alibaba’s talks with C.I.C. was reported earlier by Reuters.

Article source: http://dealbook.nytimes.com/2012/05/24/china-investment-corp-in-talks-for-alibaba-stake/?partner=rss&emc=rss

DealBook: In the Persian Gulf, Struggling to Adapt as Deals Dry Up

 Sheik Maktoum al-Hasher Maktoum, 35, is the executive chairman of Shuaa Capital,  one of the largest investment companies in Dubai.Shuaa Capital Sheik Maktoum al-Hasher Maktoum, 35, is the executive chairman of Shuaa Capital, one of the largest investment companies in Dubai.

DUBAI — As a new wave of austerity has left many financial firms around the world struggling, their counterparts in the Persian Gulf region have too been forced to hunker down.

In an environment of dwindling trading volume on domestic markets and a disappointing pace of deals, some of the region’s most prominent investment banks are undergoing drastic changes. It is a stark contrast to the mood in the last decade, when both international and regional investment banks were bulking up to pursue deals in the Middle East.

Trading on the Dubai Financial Market slumped to average daily volume of $48.5 million in 2011, an 89 percent drop compared with 2007, according to data from Coldwell Banker. That sharp drop in volume decimates revenue for brokerage firms. Average trading volume on the Abu Dhabi Securities Exchange is also down.

“When markets are this volatile, it can be difficult to persuade retail investors to stay in the long run, even though opportunities are there,” said Nick Tolchard, managing director here for the asset management firm Invesco.

In light of the new reality, Shuaa Capital, an investment company with a 30-year history, is one of several regional firms making sweeping changes to cut costs. “Everything that could possibly go wrong has already happened to us, and we’re still here,” said Sheik Maktoum al-Hasher Maktoum, 35, who recently took on the role of executive chairman of Shuaa, one of the largest investment companies here. He is also the nephew of Sheik Mohammed bin Rashid al-Maktoum, the ruler of Dubai.

“Now that the entire industry is facing changes, we knew we had to act fast, and we didn’t hesitate with where and when to cut costs in the company,” he said.

Dubai’s ruler, through the Dubai Group, spent heavily on large stakes in several investment companies here, including acquiring a 48.4 percent stake in Shuaa at what turned out to be near the top of the market.

After the pullback in market trading, Shuaa is aiming to cut costs 71 percent by the middle of this year. It has closed its operations in Jordan and Egypt, and reduced the work force in its Saudi Arabia office, Sheik Maktoum said.

It has also cut its global staff to 232 employees at the end of the first quarter of 2012, from 390 at the beginning of 2011.

Difficulties remain despite reorganization efforts. Shuaa’s shares are stuck near an eight-year low. The firm has not reported a profit since 2007. Last year, it reported a net loss of 294 million dirhams, or $80 million. And Moody’s Investors Service downgraded its rating on Shuaa last month.

EFG Hermes, a leading regional investment bank, is bringing in a smaller but wealthier firm, Qinvest of Qatar, which is putting in $250 million in exchange for a 60 percent stake in the company’s brokerage, advisory and wealth management units.

Turmoil in the Arab world put pressure on the EFG Hermes’s brokerage and investment banking business, which led the firm to report to an 81 percent drop in profit last year, to 133 million Egyptian pounds, or $22 million.

Qatar, by contrast, is on an upswing as a regional power broker, thriving on oil and natural gas income.

The new institution formed from the deal, to be called EFG Hermes Qatar, will be able to grow on advisory fees from Qatar’s aggressive acquisition spree, fueled by an estimated $20 billion to $30 billion in annual cash set aside for investments. And Qatar will obtain what it has been seeking: a prestigious regional investment bank.

“Their valuation is different from us,” said a person close to the transaction, speaking of the Qataris, who added that the bank would become “a platform for Qatar Inc.” The person asked to be anonymous so as not to jeopardize business relationships.

Still, the deal shows how far EFG Hermes had to retrench. The market cap of the firm is now $884 million, less than the $1.1 billion that Dubai’s ruler paid in 2007 for a 25 percent stake.

Some financial institutions, including Bank Alkhair in Bahrain, are battling corruption charges in court. Others have not been fortunate enough to find a buyer and have shut operations. In March, the Bahraini investment firm Arcapita filed for bankruptcy protection in the United States, where it had offices, after failing to refinance its $1.1 billion credit facility.

Senior management shuffles have become commonplace to appease shareholders as new strategies are adopted for a leaner environment. Citadel Capital in Cairo reshuffled its board this week, while Rasmala Investments in Dubai changed its chief executive in November 2010.

Last month, Shuaa Capital appointed its fourth chief executive in three years, Colin Macdonald, and brought in Sheik Maktoum as executive chairman in April.

“In commercial banks like Emirates NBD, there’s been relative stability at senior levels, but where there’s been the greatest turnover is in classic investment companies like Shuaa,” said Peter Vayanos, a partner in Abu Dhabi for the international consulting firm Booz Company. “The business model that helped these companies succeed in the past is no longer there.”

Shuaa, which has five core business lines including investment banking, asset management, finance, private equity and the brokerage house, has abandoned its consumer brokerage business.

“The brokerage business is linked to the performance of regional stock exchanges, reflecting the value of stocks held, and as soon as volume trickles away, brokerage businesses suffer,” Mr. Vayanos said.

Rasmala Investments reduced its brokerage arm in the United Arab Emirates, according to the firm’s founder and a former chairman, Ali al-Shihabi. It is now focused on revenue-generating units, including asset management and corporate finance. The firm also heavily reduced operations in Saudi Arabia, cutting its payroll to three people this year from 35.

Similarly, Rasmala Investments reduced costs by 50 percent in 2011 and has scrapped its investment research department. “As a private company, we were able to ruthlessly cut costs,” said Mr. Shihabi.

Article source: http://dealbook.nytimes.com/2012/05/24/in-the-persian-gulf-struggling-to-adapt-as-deals-dry-up/?partner=rss&emc=rss

DealBook: Buffett’s Goldman Deal Is Topic in Gupta Insider Case

Byron Trott, a former Goldman Sachs banker, was asked about Warren E. Buffett's $5 billion investment in the bank.Louis Lanzano/Bloomberg NewsByron D. Trott, a former Goldman Sachs banker, was asked about Warren E. Buffett’s $5 billion investment in the bank.

Byron D. Trott has spent a career carefully cultivating the image of the discreet investment banker, a behind-the-scenes consigliere to some of America’s wealthiest businessmen, including his star client, Warren E. Buffett. At Goldman Sachs, Mr. Trott was so vigilant about guarding clients’ confidences that he was known to fire underlings who discussed private matters in the bank’s elevators.

But on Wednesday, Mr. Trott was forced to speak publicly about one of his biggest and most important deals — Mr. Buffett’s $5 billion investment in Goldman during the heart of the financial crisis in September 2008.

Mr. Trott took the witness stand for about an hour on Wednesday at the insider trading trial of Rajat K. Gupta, the former Goldman director charged with leaking boardroom secrets to his friend and business associate Raj Rajaratnam. Among the accusations is that Mr. Gupta gave Mr. Rajaratnam advance word of Mr. Buffett’s Goldman investment.

The government says that Mr. Rajaratnam traded on Mr. Gupta’s tips, reaping big profits for his Galleon Group hedge fund. Convicted by a jury of insider trading last year, Mr. Rajaratnam is serving an 11-year prison sentence. Mr. Gupta’s trial, in Federal District Court in Manhattan before Judge Jed S. Rakoff, began on Monday and is expected to last about three weeks.

Mr. Trott’s testimony focused on the days surrounding Mr. Buffett’s investment in Goldman, a tumultuous time in the markets. But first, a prosecutor asked Mr. Trott to tell the jury who Mr. Buffett was.

“He’s the most respected businessman and investor in America,” Mr. Trott said.

Mr. Gupta’s lawyer objected to such a superlative.

“I didn’t think that was in dispute,” said Judge Rakoff, breaking into a smile.

Judge Rakoff posed his own question to Mr. Trott for the jury’s sake, exercising more restraint in his description: “Is he a very large and well-known investor?”

“Yes,” Mr. Trott acknowledged.

Mr. Trott, 53, has established a niche advising many of the country’s richest families, including the Wrigleys and the Pritzkers. As a Goldman banker, he began advising Mr. Buffett in 2002 and has advised his company, Berkshire Hathaway, on numerous deals.

“Byron is the rare investment banker who puts himself in his client’s shoes,” wrote Mr. Buffett in his 2008 investor letter. Five years before that, Mr. Buffett wrote that Mr. Trott “understands Berkshire far better than any investment banker with whom we have talked and — it hurts me to say this — earns his fee.”

The silver-haired Mr. Trott, at ease on the witness stand and at times flashing a broad smile, gave the jury an account of how Mr. Buffett’s investment materialized. He described the dark days of September 2008, when Lehman Brothers, which Mr. Trott described as a “second-tier investment bank,” had filed for bankruptcy and there were questions about whether other banks like Goldman could survive.

His purpose in testifying, according to people briefed on the prosecutors’ strategy, was to explain how quickly the Buffett deal came together and how few people knew about it — other than Mr. Gupta — before it was announced.

“This was about as top secret as you can get,” said Mr. Trott, who left Goldman in 2009 to start his own investment firm, BDT Capital Partners.

Mr. Trott, who lives in Chicago, testified that he was at a client meeting near O’Hare Airport on Sept. 22, 2008, when he received a call on his cellphone from Goldman’s co-president, Jon Winkelried. Mr. Winkelried told him that Goldman was planning to raise $10 billion in a common stock offering to help the bank address its problems and calm the markets.

Upon hearing the news, Mr. Trott said that he pitched Mr. Winkelried on having Mr. Buffett act as a “cornerstone investor” on the transaction. He said he would fly to New York immediately so he could discuss the idea with the rest of Goldman’s top officers.

The next morning, on the 30th floor of Goldman’s former headquarters at 85 Broad Street in Lower Manhattan, Mr. Trott outlined a deal that he thought Mr. Buffett would agree to and would also make sense for the bank.

“It was hugely credentializing,” he said. “It was like getting the Good Housekeeping Seal of Approval.”

Later that morning, Mr. Trott said, he had a conversation with Mr. Buffett. Earlier in the year he had floated the idea of investing in Goldman to Mr. Buffett, who rejected the proposal. This time around, Mr. Trott said, the terms would have to be sweeter.

“I have a different proposal for you,” Mr. Trott said, according to his testimony.

Mr. Trott offered Mr. Buffett a “preferred with warrants,” a complex security that gave Mr. Buffett 10 percent annual interest on a $5 billion investment plus the option to buy additional Goldman stock at a set price.

“I know Warren very well,” testified Mr. Trott. “We had done numerous deals together and I knew the structure that he would want.”

After Mr. Buffett accepted the terms, Mr. Trott testified, he took the deal back to the bank’s senior executives. Around lunchtime, the executives agreed to take the deal to the board for a vote. But before they could do that, they needed to inform Mr. Buffett that the deal had been officially agreed upon. But Mr. Buffett was unavailable until after 2:30 p.m. A prosecutor asked Mr. Trott why.

“He promised his grandkids that he would take them to Dairy Queen” — the ice cream and fast-food chain owned by Mr. Buffett — “and he did not want to be interrupted,” said Mr. Trott, eliciting laughter from the jury.

Mr. Trott said that after firming things up with Mr. Buffett, Goldman held a board meeting by telephone at 3:15 p.m. The board approved the investment. Minutes later, the government says, Mr. Gupta called Mr. Rajaratnam and told him to buy Goldman stock. Prosecutors have said Mr. Rajaratnam reaped nearly $1 million by trading before the announcement.

Outside the jury on Wednesday, the prosecution and defense focused on another Goldman employee — David Loeb, a salesman who worked closely with Galleon.

The prosecutor, Reed Brodsky, said that Mr. Loeb had passed illicit tips about Intel, Apple and Hewlett-Packard to Mr. Rajaratnam. A lawyer for Mr. Gupta said that Mr. Loeb can be heard on a secretly recorded telephone call giving confidential information about those companies.

The defense, which complained to Judge Rakoff that prosecutors had not disclosed evidence about Mr. Loeb, is using the government’s investigation of three other Goldman executives to suggest to the jury that there were other sources of inside information within the bank.

Prosecutors have countered that these executives, including Mr. Loeb, had no access to confidential information about Goldman. A Goldman executive declined to comment.


This post has been revised to reflect the following correction:

Correction: May 24, 2012

An earlier version of this article misspelled the surname of Jon Winkelried as Winkelreid.

Article source: http://dealbook.nytimes.com/2012/05/23/buffetts-goldman-deal-is-topic-in-an-insider-case/?partner=rss&emc=rss

DealBook: Questions of Fair Play Arise in Facebook’s I.P.O. Process

As Washington intensifies its scrutiny of the initial public offering of Facebook, the company’s bankers are facing questions about whether the process — even if perfectly legal — was fair.

The concerns center on Morgan Stanley, Goldman Sachs and other banks involved in the I.P.O. that shared a negative outlook about Facebook with a select group of clients, rather than broadly with all investors.

In the days leading up to Facebook’s debut, analysts at several banks ratcheted down their growth estimates for the social network. The move came after the company told them that quarterly and annual revenue would be on the softer side, said people briefed on the matter who spoke on the condition of anonymity because they were not authorized to discuss the issue publicly.

As is typical in the I.P.O. process, research analysts at Morgan Stanley, Goldman Sachs and other firms contacted certain clients to discuss their revised expectations, while other big investors called on the banks to get their new take. But ordinary mom-and-pop investors did not have the same access to the valuable information.

Now, regulators and lawmakers are taking a closer look.

This week, the Securities and Exchange Commission’s enforcement division opened a preliminary inquiry into the Facebook offering, a person briefed on the matter said. The Senate Banking Committee and the House Financial Services Committee have also started informal examinations into the I.P.O. process.

Congressional aides plan to talk with Facebook executives, regulators and others involved in the I.P.O. in the coming days, after which the Senate committee will weigh whether to hold a public hearing about the matter.

“While the S.E.C. investigates some of the problems surrounding the Facebook I.P.O., I think it is important to broadly and publicly examine the procedures for taking a company public,” said Senator Jack Reed, Democrat of Rhode Island and chairman of the Senate Banking Subcommittee on Securities, Insurance, and Investment. “We need to ensure the system is fair, balanced, and works for everyone.”

The scope of the S.E.C. inquiry is unclear, though the agency’s market abuse unit could examine how nonpublic information was disseminated to certain investors — and whether it conflicted with the company’s public disclosures and regulatory filings. One person close to the matter added that the agency has also heard complaints from investors who did not know how many shares they held, amid technical missteps at the Nasdaq exchange on Friday.

No one at Facebook or any of its underwriters have been accused of any wrongdoing, and people close to the matter cautioned that the company and its banks might not have run afoul of any regulations. The S.E.C., Facebook and Morgan Stanley all declined to comment.

The most highly anticipated technology offering in years, Facebook’s debut has instead disappointed many once-enthusiastic investors. While underwriters, investors and analysts had hoped for even a small “pop” on the first day, Facebook barely broke its offering price of $38 a share and required support from Morgan Stanley to remain above that.

Facebook tumbled in its next two days of trading before finally closing up 3.2 percent on Wednesday. Still, at $32, the company’s shares remain well below their offer price.

Many market participants continue to cope with the fallout of Facebook’s messy debut. Morgan Stanley’s brokerage arm wrote in an internal memorandum on Wednesday that it was reviewing clients’ orders and might reimburse customers for pricing discrepancies.

As the largest Internet I.P.O. on record, Facebook’s offering has drawn intense scrutiny from the start. But with the stock shedding $16 billion in market value, some small-time investors are crying foul and regulators are wondering what went wrong.

“What brighter light exists than the highest profile I.P.O. in memory,” Jacob S. Frenkel, a former S.E.C. lawyer and now a partner at Shulman, Rogers, Gandal, Pordy Ecker. “With Memorial Day weekend, the summer pools are open, and this is an invitation for all the regulators to jump right in.”

One avenue for regulators could be Facebook’s conversations with analysts, particularly whether the social network made statements that contradicted its public filings. Under securities rules, a soon-to-be public company is permitted to provide “material” information to research analysts. But if that data is inconsistent with the company’s public prospectus, the issuer must revise the regulatory filing.

Such scrutiny is likely to focus on at least two recent conference calls Facebook held with its analysts. During a discussion in April, Facebook briefed about 20 bank analysts on its revenue guidance for the second quarter and the full year, according to a person briefed on the matter. On May 9, the day the company submitted a revised public prospectus disclosing its challenges in mobile advertising, Facebook spoke to the analysts again, telling them that revenue would come in at the lower end of its forecast.

One bank then cut its revenue expectations by 5 percent for the second quarter. Goldman analysts sent an internal memo, with the revised figures, to the firm’s private wealth managers and institutional sales force.

While the forecasts did not appear in the company’s filings, they do not seem to contradict any information the company previously disclosed, according to securities lawyers and professors following the details of the Facebook I.P.O. In its prospectus, Facebook highlighted broad risks facing its future growth.

Another potential line of inquiry for regulators, securities experts say, is whether bank analysts disseminated information unfairly to only choice investors. Before a company goes public, analysts at banks that underwrite the offering are not allowed to publish forecasts or other research about the company. They can provide those estimates only orally, for example in a telephone conversation, and they generally do so only with their biggest clients.

Securities lawyers note that research analysts are not obligated to share their work with the wider public. The rules governing the I.P.O. process allow analysts to confer with particular clients, as long as it is done in line with a bank’s longstanding policies.

Still, Facebook’s I.P.O. has left a sour taste with some investors, who believe the system is structured to favor the biggest investors. The process — which prominently features a series of closed-door meetings with management teams known as a roadshow — gives big investors like hedge funds a privileged window into the company.

“You have this legacy problem,” said Christopher J. Keller, a partner at Labaton Sucharow. “Twenty to thirty years ago, there was no such thing as a retail investors as we know it, so we still have rules that allow the large player in the market to have a leg up.”

It’s a lesson Elias Fiani recently learned.

During Facebook’s first hour of trading on May 18, Mr. Fiani, a 53-year-old employee of the New York City Transit Authority, bought 1,000 shares through Bank of America Merrill Lynch for $38 a share. On Monday morning, he panicked as the stock dove, and unloaded his stake at $33, taking a $5,000 loss.

Two days later, his brokerage firm called, asking him for an additional $4,000. Because of an error, the correct purchase price should have been $42.

Adding insult, he found out that some investors had received information about Facebook’s financials that he never got. He called the S.E.C. on Wednesday afternoon to air his complaints.

“It’s about distrust,” Mr. Fiani said. “This is another stock market rigging.”

Article source: http://dealbook.nytimes.com/2012/05/23/regulators-ask-if-all-facebook-investors-were-treated-equally/?partner=rss&emc=rss