New York, Jan 21 : Legg Mason Inc (LM) has been approached in recent months by some of
its senior managers and private equity firms with plans to take the struggling
asset manager private, but the board has decided against exploring that option
at least until the company has a new chief executive, three sources
said.
At least two large private equity investors have shown interest in
financing a buyout led by the leaders of the money manager's largest affiliates,
but the board has refused to engage in such discussions, the sources familiar
with the situation said. At least one of the private equity investors approached
the board as recently as November, according to one of the sources.
A
spokeswoman for Legg Mason, the fourth-largest publicly traded U.S. asset
manager, declined to comment and said that Allen Reed, chairman of the board,
and Joe Sullivan, interim CEO, declined to comment for this article.
Legg
Mason shares rose as much as 7 percent to $27.93 on the news, hitting their
highest since April, in their most active trading day since May. The company has
a $3.42 billion market capitalization on the New York Stock Exchange.
The
identity of the private equity firm and the managers could not be learned. Nor
was there any information about how any proposed deal was structured. The
sources declined to be identified because they are not allowed to speak to the
press.
Legg Mason rode the technology boom at the turn of the century and
then a enjoyed a period of good stock-picking, but has seen its fortunes wither
in recent years amid choppy markets and mixed investment
performance.
Returns have recovered in many cases but it can take years
for asset managers to recover investors. Even a recent quarter of inflows for
the three months ended September 30 was driven by the $9.7 billion that came
into low-margin money funds, barely offsetting the $9.5 billion investors pulled
out of Legg Mason's equity and fixed-income products.
In 2012, star fund
manager, Bill Miller, gave up management of his main fund after a string of
sub-par results, and in the fall of last year CEO Mark Fetting stepped down.
Activist investor Nelson Peltz, known for pushing for change at companies,
bought a stake in the company and has taken a seat on the board.
Despite
the recent quarterly inflows - the Baltimore firm's first since 2007 - analysts
have hesitated to recommend the stock until it can show more quarters of
inflows. At $26 a share it is worth just a fraction of its 2006 peak of around
$130. The firm had $648 billion in assets under management as of November
30.
A part of the problem with Legg Mason, according to people who have
worked with the company and insiders, is that the firm has been created over the
years through a patchwork of deals, resulting in eight main independent asset
management units, each having separate revenue sharing agreements with the
parent.
Tensions have emerged in a number of areas, such as gripes from
some affiliates they should get more help from the parent with selling and
marketing their funds given how much of their revenues they turn to over to the
firm, these people said.
By becoming a privately held company, Legg Mason
could rework these arrangements, cut costs and fix its other problems outside of
the public eye, analysts said.
"A public company structure is the worse
possible format for an asset manager because it sets a short-term focus when it
needs to have a long-term outlook," said Neil Bathon, managing partner of FUSE
Research Network, a Boston-area fund consulting company, who declined to comment
specifically about Legg Mason.
To be sure, any potential management-led
buyout would not be an easy task. The firm's long-term debt to market value
ratio of 31 percent is far higher than peers, according to Nomura Securities
analyst Glenn Schorr.
That makes a take-private deal more difficult
because it typically requires adding on more debt to the company's balance
sheet.
A change of ownership also creates a lot of uncertainty for both
employees and investors. "A lot of bad things can happen in that process," said
one industry banker, who mentioned the risk that institutional clients and human
capital could leave.
It is also unclear if Peltz would support a
management buyout. A spokeswoman for Peltz's investment firm, Trian Fund
Management L.P, which owns about 10 percent of Legg Mason, said executives at
Trian would not comment, citing Peltz's role as a board member.
Raymond
"Chip" Mason, one of the founders of the company that eventually became Legg
Mason in 1970, put the money manager together over decades via acquisitions.
Today, Legg Mason's eight main affiliates span an array of asset classes. The
firm's biggest affiliate, Western Asset Management, is a fixed income manager
with $459 billion under management as of September 30. The second largest
affiliate, the ClearBridge Advisors equity unit, had $59 billion. And the third
biggest, Brandywine Global equity and bonds shop, had $41 billion.
The
question of whether Legg should be sold or should spin off one of its affiliates
has been discussed on and off for years, even before Fetting stepped down,
according to three sources with knowledge of the firm.
Since the CEO's
departure, pressure from affiliates to take the company private has again
increased, according to one of the sources.
Legg Mason has been taking
other steps to restructure the business. In December, the firm said it was
acquiring Fauchier Partners, a fund-of-hedge-funds firm with $6 billion in
assets, from BNP Paribas Investment Partners, and merging it with its own $17
billion funds-of-funds firm, Permal.
As part of that deal, Legg Mason
said it had revised its employment deals and revenue sharing agreements with
Permal, which could become a model for additional changes aimed at resolving
tensions among its affiliated investment
units.
Ends
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