November 22, 2024

DealBook: For 92nd St. Y, a Break From Wall St. Worry

The 92nd Street Y, a premier Upper East Side cultural institution, has some unusual insurance against the market's vagaries.Jennifer S. Altman for The New York TimesThe 92nd Street Y, a premier Upper East Side cultural institution, has some unusual insurance against the market’s vagaries.

Clients of John A. Paulson, the billionaire hedge fund manager, have had a brutal year, absorbing losses of as much as 50 percent.

But one of Mr. Paulson’s investors — the 92nd Street Y — has nothing to worry about.

That’s because Mr. Paulson, a member of the organization’s board, has guaranteed he will cover the Y for any losses it incurs in his funds. Barring a sharp recovery, Mr. Paulson will have to write a personal check to the organization for several million dollars.

“This is a very uncommon arrangement,” said Andrew M. Grumet, a lawyer specializing in philanthropy. “But the 92nd Street Y isn’t your average nonprofit, and John Paulson isn’t your average money manager.”

John Paulson has guaranteed the 92nd Street Y against losses in his funds.Rick Maiman/Bloomberg NewsJohn Paulson has guaranteed the 92nd Street Y against losses in his funds.

One of New York’s premier cultural institutions, the 92nd Street Y also houses an exclusive preschool and nursery school, which Mr. Paulson’s daughters attended. Tuition runs as high as $27,150 a year. The Y, on the Upper East Side of Manhattan, is headed by a board that includes some of best-known names in business: Bronfman, Lauder, Tisch.

Its board is also stocked with Wall Street titans, including Mr. Paulson, who emerged from relative obscurity a half-decade ago to become one of Wall Street’s most successful speculators. He made about $4 billion in 2007 by betting against subprime mortgages. He made another $5 billion in 2010, largely from investments in gold.

But his fortunes have turned this year. Mr. Paulson’s largest funds — his assets under management had swelled to nearly $40 billion — are down 30 to 50 percent, largely as a result of a wager that the economy would recover more quickly than it has.

As a result of such losses, he could owe the 92nd Street Y as much as $4 million, according to two people with knowledge of the agreement who requested anonymity because they were not authorized to discuss it. Yet given Mr. Paulson’s wealth — Forbes magazine estimates his fortune at $15.4 billion — a $4 million check would be pocket change for the 55-year-old native of Queens.

Mr. Paulson is the 92nd Street Y’s largest outside manager, running about $10 million of the school’s $37.9 million in investments, the two people said.

“We’re certainly not ashamed of any of this,” said Sol Adler, the executive director of the 92nd Street Y. “This institution has particularly generous board members, including John and a number of others.”

Mr. Paulson’s agreement to backstop his fund’s losses at the 92nd Street Y is alluded to in the organization’s financial statements, where it is disclosed in a footnote titled “related-party transactions.” The disclosure says that four board members or their immediate families manage money for the 92nd Street Y’s investment portfolio, and that they promised to cover any losses. They also agreed to reimburse the organization for certain fees on the investments.

Other hedge fund managers who have the arrangement with the 92nd Street Y are board member Curtis Schenker, the chief executive of Scoggin Capital Management, and Ricky Sandler, the head of Eminence Capital, whose wife serves as a director. The fourth manager was not disclosed. Mr. Paulson and the other hedge fund managers declined to comment.

“Paulson Company manages funds for approximately 50 foundations and endowments,” said Armel Leslie, a spokesman for Mr. Paulson. “Due to client confidentiality, we do not disclose either the names of our clients, or the terms of their investments with us.”

The 92nd Street Y’s board approached Mr. Paulson and the other managers with the idea several years ago, according to a person with knowledge of the matter. The concept was to gain the benefits of the directors’ investment expertise while protecting itself against losses. Also, by securing such extraordinary terms, the board felt it would eliminate any concern that the board would favor its own trustees over a disinterested money manager.

Philanthropy and corporate governance specialists said that while agreements to personally guarantee against losses were highly unusual, they did not violate any nonprofit laws — as long as the organization made the proper disclosures and forbade trustees from voting on matters in which they had a personal stake.

Several experts said they admired the deal the 92nd Street Y had with the fund managers because of how it upended the traditional risk-reward equation that came with investing, especially in the more volatile hedge fund sector.

“It’s the proverbial win-win,” said a New York-based philanthropy adviser who requested anonymity because she works with a number of the city’s charitable organizations and did not want to risk alienating them. “The Y gets the benefit of potentially lavish hedge fund returns, while limiting their downside risk to zero.”

But others point to an issue that has long been debated in philanthropy circles: Should members of a nonprofit’s board be managing its money, regardless of any special deals they cut for the organization?

The problem is that a nonprofit that does business with its board members subjects itself to accusations of favoritism, say critics of the practice. Another concern is whether the organization has done the same due diligence on its directors’ money management firms as it would for funds unconnected to the board.

“With all the money managers in New York City, I’m not sure it’s necessary to select people who are also trustees of the school,” said Richard Chait, a research professor at the Harvard Graduate School of Education.

New York’s elite private schools have something of a high-class problem, as their boards are filled with top Wall Street executives. They write big checks for capital campaigns and consistently donate generous sums to the annual fund. But they also offer access to hedge funds and private equity funds, many of which are closed to new investors — or at least nonconnected ones.

As colleges and universities have shifted investments over the last decade away from plain-vanilla stocks and bonds and into more high-risk, high-reward investments like hedge funds and private equity, private schools have followed suit. And a driving force has been the presence of some of the prominent investors on the schools’ boards.

At Horace Mann there’s Eric Mindich, the former Goldman Sachs wunderkind who founded Eton Park Capital Management, a multibillion-dollar hedge fund. The Ethical Culture Fieldston School has Laura Blankfein, the wife of the Goldman Sachs chief executive, Lloyd C. Blankfein. The Dalton School’s board includes Douglas Braunstein, the chief financial officer of JPMorgan Chase.

Yet despite these schools’ deep Wall Street ties, several of them, including Dalton and Horace Mann, have a policy of not investing money with their trustees to avoid a conflict of interest or any appearance of favoritism.

Many of the 92nd Street Y’s board members send, or have sent, their children to its nursery school, where the competition for openings is intense. Their largess also accounts for a sizable portion of the institution’s financing. During 2009 and 2010, board donations accounted for nearly half of the 92 St Y’s total contributions, according to its financial statements.

A decade ago, the 92nd Street Y suffered through an embarrassing episode when it emerged that Sanford I. Weill, then the chief executive of Citigroup, tried to help the twins of Jack Grubman, the bank’s star stock analyst, gain admission to the preschool. Citigroup donated $1 million to the organization around the time that Mr. Weill made his request. Both Citigroup and Mr. Weill denied any wrongdoing.

Mr. Paulson’s two daughters attended the 92nd Street Y nursery school. At least one of them now goes to Spence, an all-girls private school on the Upper East Side. Mr. Paulson joined Spence’s board last year and manages money for the school.

It is unclear whether he has a similar agreement in place with Spence as his one with the 92nd Street Y. A representative for Spence declined to comment.

Article source: http://feeds.nytimes.com/click.phdo?i=db25dcb4e4c1408a97c416abc40a4fc8

DealBook: For 92nd St. Y, a Cushion Against Wall St. Worries

The 92nd Street Y, a premier Upper East Side cultural institution, has some unusual insurance against the market's vagaries.Jennifer S. Altman for The New York TimesThe 92nd Street Y, an Upper East Side cultural institution, has some unusual insurance against the market’s vagaries.John A. Paulson has guaranteed the 92nd Street Y against losses in his funds.Rick Maiman/Bloomberg NewsJohn A. Paulson has guaranteed the 92nd Street Y against losses.

Clients of John A. Paulson, the billionaire hedge fund manager, have had a brutal year, absorbing losses of as much as 50 percent.

But one of Mr. Paulson’s investors — the 92nd Street Y — has nothing to worry about.

That’s because Mr. Paulson, a member of the organization’s board, has guaranteed he will cover the Y for any losses it incurs in his funds. Barring a sharp recovery, Mr. Paulson will have to write a personal check to the organization for several million dollars.

“This is a very uncommon arrangement,” said Andrew M. Grumet, a lawyer specializing in philanthropy. “But the 92nd Street Y isn’t your average nonprofit, and John Paulson isn’t your average money manager.”

One of New York’s premier cultural institutions, the 92nd Street Y also houses an exclusive preschool and nursery school, which Mr. Paulson’s daughters attended. Tuition runs as high as $27,150 a year. The Y, on the Upper East Side of Manhattan, is headed by a board that includes some of best-known names in business: Bronfman, Lauder, Tisch.

Its board is also stocked with Wall Street titans, including Mr. Paulson, who emerged from relative obscurity a half-decade ago to become one of Wall Street’s most successful speculators. He made about $4 billion in 2007 by betting against subprime mortgages. He made another $5 billion in 2010, largely from investments in gold.

But his fortunes have turned this year. Mr. Paulson’s largest funds — his assets under management had swelled to nearly $40 billion — are down 30 to 50 percent, largely as a result of a wager that the economy would recover more quickly than it has.

As a result of such losses, he could owe the 92nd Street Y as much as $4 million, according to two people with knowledge of the agreement who requested anonymity because they were not authorized to discuss it. Yet given Mr. Paulson’s wealth — Forbes magazine estimates his fortune at $15.4 billion — a $4 million check would be pocket change for the 55-year-old native of Queens.

Mr. Paulson is the 92nd Street Y’s largest outside manager, running about $10 million of the school’s $37.9 million in investments, the two people said.

“We’re certainly not ashamed of any of this,” said Sol Adler, the executive director of the 92nd Street Y. “This institution has particularly generous board members, including John and a number of others.”

Mr. Paulson’s agreement to backstop his fund’s losses at the 92nd Street Y is alluded to in the organization’s financial statements, where it is disclosed in a footnote titled “related-party transactions.” The disclosure says that four board members or their immediate families manage money for the 92nd Street Y’s investment portfolio, and that they promised to cover any losses. They also agreed to reimburse the organization for certain fees on the investments.

Other hedge fund managers who have the arrangement with the 92nd Street Y are board member Curtis Schenker, the chief executive of Scoggin Capital Management, and Ricky Sandler, the head of Eminence Capital, whose wife serves as a director. The fourth manager was not disclosed. Mr. Paulson and the other hedge fund managers declined to comment.

“Paulson Company manages funds for approximately 50 foundations and endowments,” said Armel Leslie, a spokesman for Mr. Paulson. “Due to client confidentiality, we do not disclose either the names of our clients, or the terms of their investments with us.”

The 92nd Street Y’s board approached Mr. Paulson and the other managers with the idea several years ago, according to a person with knowledge of the matter. The concept was to gain the benefits of the directors’ investment expertise while protecting itself against losses. Also, by securing such extraordinary terms, the board felt it would eliminate any concern that the board would favor its own trustees over a disinterested money manager.

Philanthropy and corporate governance specialists said that while agreements to personally guarantee against losses were highly unusual, they did not violate any nonprofit laws — as long as the organization made the proper disclosures and forbade trustees from voting on matters in which they had a personal stake.

Several experts said they admired the deal the 92nd Street Y had with the fund managers because of how it upended the traditional risk-reward equation that came with investing, especially in the more volatile hedge fund sector.

“It’s the proverbial win-win,” said a New York-based philanthropy adviser who requested anonymity because she works with a number of the city’s charitable organizations and did not want to risk alienating them. “The Y gets the benefit of potentially lavish hedge fund returns, while limiting their downside risk to zero.”

But others point to an issue that has long been debated in philanthropy circles: Should members of a nonprofit’s board be managing its money, regardless of any special deals they cut for the organization?

The problem is that a nonprofit that does business with its board members subjects itself to accusations of favoritism, say critics of the practice. Another concern is whether the organization has done the same due diligence on its directors’ money management firms as it would for funds unconnected to the board.

“With all the money managers in New York City, I’m not sure it’s necessary to select people who are also trustees of the school,” said Richard Chait, a research professor at the Harvard Graduate School of Education.

New York’s elite private schools have something of a high-class problem, as their boards are filled with top Wall Street executives. They write big checks for capital campaigns and consistently donate generous sums to the annual fund. But they also offer access to hedge funds and private equity funds, many of which are closed to new investors — or at least nonconnected ones.

As colleges and universities have shifted investments over the last decade away from plain-vanilla stocks and bonds and into more high-risk, high-reward investments like hedge funds and private equity, private schools have followed suit. And a driving force has been the presence of some of the prominent investors on the schools’ boards.

At Horace Mann there’s Eric Mindich, the former Goldman Sachs wunderkind who founded Eton Park Capital Management, a multibillion-dollar hedge fund. The Ethical Culture Fieldston School has Laura Blankfein, the wife of the Goldman Sachs chief executive, Lloyd C. Blankfein. The Dalton School’s board includes Douglas Braunstein, the chief financial officer of JPMorgan Chase.

Yet despite these schools’ deep Wall Street ties, several of them, including Dalton and Horace Mann, have a policy of not investing money with their trustees to avoid a conflict of interest or any appearance of favoritism.

Many of the 92nd Street Y’s board members send, or have sent, their children to its nursery school, where the competition for openings is intense. Their largess also accounts for a sizable portion of the institution’s financing. During 2009 and 2010, board donations accounted for nearly half of the 92 St Y’s total contributions, according to its financial statements.

A decade ago, the 92nd Street Y suffered through an embarrassing episode when it emerged that Sanford I. Weill, then the chief executive of Citigroup, tried to help the twins of Jack Grubman, the bank’s star stock analyst, gain admission to the preschool. Citigroup donated $1 million to the organization around the time that Mr. Weill made his request. Both Citigroup and Mr. Weill denied any wrongdoing.

Mr. Paulson’s two daughters attended the 92nd Street Y nursery school. At least one of them now goes to Spence, an all-girls private school on the Upper East Side. Mr. Paulson joined Spence’s board last year and manages money for the school.

It is unclear whether he has a similar agreement in place with Spence as his one with the 92nd Street Y. A representative for Spence declined to comment.

Article source: http://feeds.nytimes.com/click.phdo?i=db25dcb4e4c1408a97c416abc40a4fc8

DealBook: In the World of Wireless, It’s All About Patents

The Motorola shareholder Carl C. Icahn pronounced himself pleased with the deal.Rick Maiman/Bloomberg NewsThe Motorola shareholder Carl C. Icahn pronounced himself pleased with the deal.

Google, in announcing a $12.5 billion deal for Motorola Mobility on Monday, saved its warmest words not for Motorola Mobility’s management or its products, but for one valuable asset: the company’s roughly 17,000 patents, as well as an additional 7,500 patents that are under government review.

That intellectual property portfolio is a treasure trove for Google because the battle in wireless is one that is increasingly being fought in court.

Corporate warfare over patents is not new. Companies historically preferred to reach truces, choosing to cross-license their intellectual property rather than risking bigger losses in court.

But patent battles are no longer waged between just two competitors, like Intel and Advanced Micro Devices. Platforms like Android and Windows Phone 7 are built upon a handful of device makers, adding more players with different stakes at risk.

That has changed the calculus of settling, as product makers have become increasingly willing to sue rather than reach peaceful settlements.

“Now you’re seeing more suits being brought by product companies willing to step up and say we will defend our patents,” said Colleen Chien, an assistant professor at the Santa Clara University School of Law.

Apple has sued important Android phone makers like HTC and Samsung, while Oracle has taken Google to court. The fighting has been likened to a “patent arms race.”

“The best way to fight a big portfolio of patents is to have your own big portfolio of patents,” said Herbert Hovenkamp, a law professor at the University of Iowa. “That appears to be what Google is doing here, arming itself with patents to be able to defend itself in this fast-growing market.”

Large sums hang in the balance, especially if phone makers are forced to pay out royalties for each handset they make. Microsoft has already persuaded HTC to pay a fee for every Android phone manufactured, and is seeking to extract similar royalties from Samsung.

If left unchecked, such payments could make creating new devices for Android prohibitively expensive for manufacturers, forcing them to turn to alternative platforms like Windows Phone 7.

“With a slim patent portfolio, Google is especially vulnerable to lawsuits against its Android licensees, if not itself,” Charlie Wolf, an analyst with Needham, wrote.

By acquiring Motorola Mobility, Google is seeking to ensure that growth in the Android market will not be choked by the burden of royalties.

The importance of bulging patent portfolios became clear this summer after a consortium led by Apple, Microsoft and Research in Motion, the maker of the BlackBerry, paid $4.5 billion for some 6,000 patents held by Nortel Networks, the Canadian telecommunications maker that filed for bankruptcy.

Google, which initially offered $900 million for the collection, fell short after several bids. Shortly afterward, Google executives complained that the company’s rivals had banded together to smother its Android system with patents.

“We’re determined to preserve Android as a competitive choice for consumers, by stopping those who are trying to strangle it,” David Drummond, Google’s chief legal officer, wrote in a blog post earlier this month.

In a sign of how badly it appeared to want Motorola Mobility’s patents, Google offered $40 a share, a rich 63 percent premium to Motorola’s closing price on Friday. Analysts at Jefferies calculated that, of the $12.5 billion offer price, Google was essentially paying $9.5 billion for the patents.

And analysts at Canaccord Genuity estimated that the price per patent was higher than the $4.5 billion total that bidders paid for the Nortel patents.

Though companies like Google may be snapping up thousands of patents at a time, they are looking for the few that cover their competitors’ products. Among the most valuable components of the Motorola collection, according to analysts, are those that cover cellular radio technologies like 4G data speeds.

It was the high price fetched by Nortel’s patents that opened the eyes of Motorola’s directors, people briefed on the matter said.

By the end of the Nortel sales process, Motorola had begun holding talks with a number of potential partners about how to reap value from its larger collection of patents. Some of the offers focused on simply licensing Motorola’s patents.

Of Motorola’s suitors, Google had the benefit of having worked closely with the handset maker on the first truly popular Android phone, the original Droid for Verizon Wireless. Over a matter of weeks, Google’s bid evolved into a takeover of the entire company.

Late last month, one of Motorola’s biggest shareholders, the activist investor Carl C. Icahn, specifically called upon the company to “explore alternatives” for its patent portfolio. Mr. Icahn said that there were “multiple ways” to realize such value, suggesting even then that he was open to a sale.

The investor was not a catalyst for any decision by Motorola’s board, though his support for a range of possible actions was helpful, the people briefed on the matter said.

By the beginning of last week, the search engine giant emerged as a front-runner, and by Sunday evening clinched the deal at a vote by Motorola’s board.

Mr. Icahn, a longtime gadfly who once sued Motorola to jolt it into action, praised the deal on Monday as “a great outcome for all shareholders.”

Motorola’s sale left many investors looking for the next company that could be acquired for its intellectual property, especially other struggling phone makers. Shares of Research in Motion jumped 10.4 percent on Monday, while American depositary receipts of Nokia leaped 17.4 percent.

In January, Motorola split itself into two separate companies: Mobility, which makes cellphones and set-top TV boxes, and Solutions, which makes radio equipment for corporations and governments.

Steve Lohr contributed reporting.

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DealBook: Warner Music Suitor’s Record of Deal-Making

Len BlavatnikRick Maiman/Bloomberg News Len Blavatnik

Len Blavatnik, the Russian-born billionaire who is nearing an acquisition of the Warner Music Group, is well known for his investing prowess.

He came to America as a penniless teenager. After building a fortune on oil and metal companies, his net worth is now estimated at $7.5 billion, according to Forbes, making him the 31st richest person in America.

But along the way to wealth, Mr. Blavatnik picked up one black mark on his otherwise rosy deal-making record. His last big deal – the 2007 buyout of the chemical company Lyondell – led to bankruptcy less than two years later.

Lyondell’s creditors are suing Mr. Blavatnik and his holding company, Access Industries, alleging that they loaded the company with mountains of debt that ultimately toppled the business, according to court documents.

The suit also claims that he and others “mismanaged the business,” causing the company to become “insolvent, undercapitalized and to incur debt beyond their ability to pay,” the documents say. When the financial crisis hit, many of the company’s manufacturing contracts disappeared, causing a liquidity crunch at the company.

The deal’s origins can be traced to 2005, when Access acquired Basell, a Dutch chemicals producer. Two years later, Basell bought Lyondell for roughly $12 billion in cash. Including the debt assumed by Basell, the deal was valued at about $20 billion.

The creditors are seeking to recoup several hundred million dollars that they say Mr. Blavatnik earned off the deal, including $125 million in management and transaction fees and 100 million euros in dividends he pulled out of Basell shortly before the deal closed.

Mr. Blavatnik has contested that the deal cost him a fortune – including his roughly $1 billion personal holding in Basell. Mr. Blavatnik also says he lost $5 billion to $10 billion, based on a estimate of his equity stake in Basell.

The creditors dispute the accuracy of that estimate. They cite in their suit an e-mail from an Access employee, who said that if Access “were asked to put in $4 billion to buy Basell today, we would roll over in laughter.”

Access declined to comment. The case is scheduled to go to trial in October.

Mr. Blavatnik’s other deals have fared far better.

Well known for his hard-nosed approach to business, Mr. Blavatnik first got rich off the privatization of the Russian economy after the fall of the Soviet Union.

An American citizen who fled Russia with his family in 1978, Mr. Blavatnik earned his master’s degree from Columbia University and his M.B.A. from Harvard Business School.

In 1986, he formed Access, which now holds large stakes in more than a dozen companies, including the Warner Music Group and TNK-BP, one of Russia’s largest oil companies.

He also sat on Warner’s board from 2004 to 2008 and is close friends with the company’s chairman and chief executive, Edgar Bronfman, Jr. In 2007, Mr. Blavatnik reportedly bought Mr. Bronfman’s Upper East Side townhouse overlooking Central Park for $50 million. (Mr. Blavatnik also owns a mansion in Kensington Palace Gardens in London.)

On the rare occasion that Mr. Blavatnik loses money, he quickly moves to make it back. Last year he sued JPMorgan over the loss of $100 million in Access funds the bank invested in mortgage-backed securities that ultimately soured.

Even the ill-fated Lyondell deal no longer seems so disastrous. The company emerged from bankruptcy last year and is now turning a steady profit. The company, which rang the bell at the New York Stock Exchange on Monday, reported earnings of $660 million for the first quarter of 2011.

Mr. Blavatnik is reaping the benefits of the rapid turnaround. He still holds a roughly 15 percent stake in the company.

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