October 7, 2024

DealBook: An M.&A. Jedi Returns to Morgan Stanley

Last fall, Charles Cory moved to Menlo Park, Calif., to help run Morgan Stanley’s technology banking practice, where he has led a flurry of deals.Peter DaSilva for The New York TimesLast fall, Charles Cory moved to Menlo Park, Calif., to help run Morgan Stanley’s technology banking practice, where he has led a flurry of deals.

Charles Cory, a longtime Morgan Stanley deal maker, spent the financial crisis cloistered in academia, working as a law professor at the University of Virginia.

But Wall Street came calling last year. With merger activity picking up, Paul J. Taubman, the co-president of Morgan Stanley’s securities business, spoke to Mr. Cory to persuade him to come back full time, even sending e-mails during Mr. Cory’s family vacation to Tuscany.

“Taubman said, ‘This assignment will be good for you, and it will be good for Morgan Stanley,’” said Mr. Cory.

In September, he moved back to Menlo Park, Calif., to help run the firm’s technology banking practice. Since then, he has led a flurry of deals. In October, he represented RightNow Technologies in its sale to Oracle for $1.5 billion. He advised SuccessFactors, which was bought for $3.4 billion by SAP in a rich deal valued at roughly 10 times projected sales.

“As activity heats up, we wanted to have the most effective, senior tech bankers in the Valley,” said Mr. Taubman, who has known Mr. Cory for decades.

As Mr. Cory sees it, the industry is at the start of another bull market for mergers and acquisitions. Last year, deal volume in the sector jumped more than 26.9 percent, to $190.6 billion, according to Thomson Reuters.

He has historical perspective. In his 30 years with Morgan Stanley, he has handled more than 300 deals, including the breakup of ATT in 1984.

“There are tectonic shifts going on, and the older companies need to figure out how to play,” said Mr. Cory, 56.

Mr. Cory, who restores historic homes in his spare time, has a knack for rebuilding.

In 1996, after the abrupt departure of the star banker Frank Quattrone, Morgan Stanley tapped him to shore up its Menlo Park office. He had to start from scratch; Mr. Quattrone gutted the staff on his way to a smaller rival, Deutsche Morgan Grenfell. He asked three Manhattan-based bankers to relocate and then helped fill out the rest of the team.

The first year post-Quattrone was brutal, with the firm’s share of the tech mergers-and-acquisitions market plunging from 62 percent for the previous year to 16 percent, according to data provided by Morgan Stanley. But by 1998, the firm had largely bounced back, accounting for nearly half of the market activity.

While deal-making was derailed by the dot-com bust that soon followed, a wave of consolidation began sweeping the enterprise software industry in 2003. PeopleSoft announced its $1.7 billion acquisition of rival J.D. Edwards.

The J.D. Edwards deal, advised by Morgan Stanley, led Oracle to submit a hostile bid for PeopleSoft just days later. In the ensuing years, Mr. Cory’s team went on to advise several multibillion-dollar transactions, representing Oracle when it bought Siebel Systems in 2005 and Hyperion when it was sold to Oracle in 2007.

Charles Cory of Morgan Stanley in 1998.The New York TimesCharles Cory of Morgan Stanley in 1998.

But after many years with the firm, Mr. Cory decided to take a sabbatical, just as the financial crisis was unfolding. He returned to his alma mater, the University of Virginia School of Law, to teach a course on acquisitions and another called “A (Necessarily) Brief Introduction to the Capital Markets.” Still, he remained a banker-on-call, occasionally tapped to pinch-hit on deals and call old clients.

Now, the elder statesman is officially back — a homecoming his colleagues have affectionately called “the return of the Jedi.” As the chairman of global tech banking, he is mainly focused on client relationships. He leaves the day-to-day operations to the co-heads of the group, Michael Grimes and Paul Chamberlain.

He is spending more time on the enterprise market. Many upstarts that went public from 2006 to 2008 are now contemplating whether they should merge with larger companies. At the same time, potential suitors — enterprise giants flush with cash — are seeking technologies to adjust to new trends, like the rise of Web-based, or cloud-computing, services.

Traditionally, the enterprise market has been dominated by installed software, which typically involves big upfront fees and recurring maintenance needs. Now, more businesses are migrating to cloud services that are easy to scale and allow clients to pay based on usage.

“Everyone is motivated to do a deal,” said Pat Walravens, an analyst at JMP Securities. “The sellers are motivated because despite the fact that they are gaining market share, they are under tremendous margin pressure to build out their sales force.”

Oracle, a company that once scoffed at its cloud-based competitors, has ramped up efforts to expand its footprint in the area. Its acquisition of RightNow in October pressured SAP to close a large transaction in that field, which set up its acquisition for SuccessFactors two months later.

“SAP is the biggest player in on-premise software, and even they decided they needed to get a better platform for the cloud,” Mr. Cory said.

As always, competition remains fierce. In telecommunications, media and technology deals, Morgan Stanley had the highest total in fees last year, at $357.6 million, according Thompson Reuters. But Goldman advised the most transactions, with a deal volume of $106 billion.

There’s also the risk that Morgan Stanley could falter if one of its top bankers flees. Mr. Grimes — who has been with the firm since 1995 and led the I.P.O.’s of Zynga, LinkedIn and Groupon — is considered to be a star in his own right.

Mr. Cory is confident in the firm’s prospects. The banker, a Facebook and Xbox user, says the business still comes down to textbook basics: relationships and sector knowledge.

In September, the chief of SuccessFactors, Lars Dalgaard, called Morgan Stanley, the firm that helped his company go public in 2007.

Less than an hour later, the bankers pulled up to the lobby of a Sheraton hotel near San Francisco. Unknown to them, Mr. Dalgaard was waiting upstairs, with a bid from SAP.

After reviewing the offer, the team — led by Mr. Cory and a top deputy, Owen O’Keeffe — discussed the assets of SuccessFactors, the merits of the deal and comparable transactions.

“They are skillful presenters — maybe a little McKinsey. They can show you what a company needs to do in a couple of slides,” Mr. Dalgaard said in a recent interview, referring to the giant consulting firm. “Chuck and Owen made it easy.”

Article source: http://feeds.nytimes.com/click.phdo?i=fd969ac61a266d69bc014df1db8f502c