April 26, 2024

DealBook: McGraw-Hill Explores Education Spinoff or Sale

Standard  Poor'sJustin Lane/European Pressphoto AgencyMcGraw-Hill may decide to focus on its financial information businesses like Standard Poor’s.

As part of its promise to review its holdings, McGraw-Hill retained an investment bank, Evercore Partners, in March to explore options for its education business, which has been a drag on the conglomerate’s highly profitable financial services division, people familiar with the matter told DealBook on Wednesday.

A spinoff of the division is more likely than a sale, said these people, who spoke on condition of anonymity. They cautioned that no final decisions have been made and that all options remain on the table.

Harold W. McGraw III, the company’s chairman and chief executive, has promised a major announcement in the second half of this year, and the company has hired a number of investment banks, including Morgan Stanley and Goldman Sachs, to assist with its review process.

Two activist investors, the hedge fund Jana Partners and the Ontario Teachers’ Pension Plan, recently bought a stake in McGraw-Hill, increasing the pressure on the company to do something. Jana Partners, which announced its stake this month, has met once with the company for about 40 minutes and plans to meet again next week, the people briefed on the matter said. So far, the conversation was cordial.

The Wall Street Journal earlier reported McGraw-Hill’s effort.

The pressure comes amid concerns that McGraw-Hill is moving too slow in its review, or that it may not take bold enough actions to prune its portfolio. The company’s other divisions, which include Standard Poor’s, have experienced double-digit growth in revenue and profit, while the education business has flagged.

McGraw-Hill is known for its education business, but it has suffered even more this year given state budget constraints and its impact on book purchases.

The education business and the financial services business at McGraw-Hill have different capital and operational requirements, and share few if any synergies, analysts have said. Some have noted that if the conglomerate were broken up through a spinoff, the company’s share price could soar by as much as 20 percent. The hiring of Evercore, however, indicates that the company was taking the review seriously before Jana Partners announced its stake alongside the Canadian pension plan.

With a market value of about $11.7 billion, McGraw-Hill is one of the biggest targets of activist investors so far this year. And with its rich history of publishing educational books that touch students from kindergarten to professional education, it may also be the best known. And though Mr. McGraw owns less than 4 percent of the company, McGraw-Hill has long been seen as a family business.

The company has made a few announcements already. In June, McGraw-Hill put its television stations on the block. In late 2009, the company sold BusinessWeek to Bloomberg for $5 million. Evercore advised McGraw-Hill on the sale.

Article source: http://feeds.nytimes.com/click.phdo?i=12bbf22c880a64782e4ef476fd3c3d7a

DealBook: Li Ka-shing Wins British Utility for $3.9 Billion

Li Ka-shing, a self-made billionaire, controls some of Hong Kong’s largest companies.Mike Clarke/Agence France-Presse — Getty ImagesLi Ka-shing controls some of Hong Kong’s largest companies.

Li Ka-shing, the Hong Kong billionaire, has won the backing of the board of the Northumbrian Water Group for an acquisition that values the British utility at £2.4 billion ($3.9 billion).

Mr. Li’s company, Cheung Kong Infrastructure Holdings, has bid 465 pence for each Northumbrian share, in what would be the largest takeover of a listed British company this year.

The bid is 9.1 percent above Northumbrian’s closing price before the approach was announced last month and 26.4 percent above where it was trading before rumors of the deal commenced in June. Including the assumption of debt, the deal is worth $7.6 billion.

Cheung Kong sold Cambridge Water to HSBC in order to appease competition regulators. Still, the Northumbrian acquisition will extend Mr. Li’s reach in Britain, where he led a group to purchase EDF’s British energy arm for £5.8 billion last year.

Mr. Li, Hong Kong’s richest man, has accumulated utilities, energy and infrastructure assets throughout the developed world, with assets in Commonwealth countries like Australia, Canada and New Zealand, as well as mainland China.

For the year ended March 31, Northumbrian reported profit of £178.4 million, up 45 percent from the previous year. Its shareholders will receive a final dividend of 9.57 pence in addition to the 465 pence a share from Cheung Kong.

Ontario Teachers’ Pension Plan Board, the Canadian pension fund that owns 26.8 percent of Northumbrian, has committed to voting for the offer and abstaining from any rival bid. The minority shareholders J.P. Morgan Asset Management and Artemis Investment Management, which own 3.8 percent and 2.9 percent respectively, have sent nonbinding letters of support as well, Northumbrian said.

The Hong Kong company said it would retain the utility’s present management, led by the chief executive, Heidi Mottram.

Northumbrian will be subsumed under a new entity owned by Cheung Kong called U.K. Water.

Cheung Kong hired Royal Bank of Canada and HSBC as its financial advisers, while Northumbrian hired Deutsche Bank.

Article source: http://dealbook.nytimes.com/2011/08/02/li-ka-shing-wins-british-utility-for-3-9-billion/?partner=rss&emc=rss

DealBook: Activist Investor Takes Stake in McGraw-Hill

McGraw-Hill, the storied textbook publisher, has a big new investor.

Jana Partners, an activist hedge fund, disclosed on Monday that it and the Ontario Teachers’ Pension Plan had taken a combined 5.2 percent stake in McGraw-Hill. According to the filing, Jana has already held discussions with the company about its “business, corporate structure, operations, management and board composition, strategy and future plans.”

The filing adds that the hedge fund “expects to continue to have such discussions” and ” may take other steps seeking to bring about changes to increase shareholder value.”

Shares of McGraw-Hill jumped 5 percent in after-hours trading.

The investment comes as McGraw-Hill has been exploring strategic alternatives for some parts of its business. The company sold off Business Week magazine to Bloomberg last year and in June announced that it was putting its television unit up for sale. After announcing second-quarter earnings last week, the company’s chief executive, Harold McGraw III, reiterated his plan to continue reviewing the company’s portfolio.

“There has been a strong response from financial and nonfinancial buyers to the announcement in June that we planned to divest our broadcasting group,” he said. “That divestiture is part of a continuing portfolio review across the company to re-evaluate our strategic core.”

The company’s publishing business has been struggling this year, in part because of a delay in textbook orders. The ratings agency Standard Poor’s, meanwhile, which is owned by McGraw Hill, has been posting double-digit growth and profit margins.

Activist investors typically buy up shares in a company hoping to unlock value by pressuring management or joining the board of directors to effect change. Styles range widely, from loud and highly public campaigns to more low-key, behind-the-scenes interaction with management.

While Jana has utilized both methods in the past, its history suggests a less aggressive approach than some hedge funds, like Pershing Square or activists like Carl C. Icahn. Founded in 2001 by Barry S. Rosenstein, Jana has engaged in more than 40 activist campaigns.

In late 2009, the hedge fund took a position in Dutch mail company TNT N.V., and worked quietly with the company and pressured it to break into two parts. In 2008, the hedge fund engaged in a public battle with CNET to replace the board of directors, but the company was acquired by CBS before elections could take place.

Article source: http://feeds.nytimes.com/click.phdo?i=94947110f9f016bc8bdfb7a199320427