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Cerberus, Carlyle Profit From Sales Amid LBO Drought (Update3)

By Ambereen Choudhury and Jason Kelly

Aug. 13 (Bloomberg) -- Cerberus Capital Management LP and Carlyle Group sold two investments valued at a combined $6.6 billion today, finding willing overseas buyers at a time when U.S. companies and private-equity firms balk at new deals.

Cerberus sold Talecris Biotherapeutics Holding Corp. to CSL Ltd. for $3.1 billion, reaping about 22 times its original cash investment. Carlyle sold U.S. steelmaker John Maneely Co. to Russia's OAO Novolipetsk Steel for $3.5 billion, more than six times what the buyout firm originally paid for the company in 2006, the companies said in separate statements.

Buyout firms are turning to industrial buyers overseas as the credit crunch makes it harder to finance takeovers and declining stock markets make initial public offerings less attractive alternatives for selling private-equity holdings. Announced private-equity deals have dropped 71 percent so far this year, according to data compiled by Bloomberg, as investment banks balk at new debt commitments.

``Private equity houses still want to sell assets, but many of their peer group are debt-constrained,'' said Mark Pacitti, corporate finance partner at Deloitte & Touche LLP in London. ``Public companies that have healthy capital reserves and are less debt-constrained are able to take advantage of an open field.''

Takeovers Slump

Buyout firms have led about $180 billion of takeovers so far this year, less than a third of last year's record, as financing for takeovers became scarcer, data compiled by Bloomberg show.

The firms typically use loans secured by the assets of the targets they acquire to finance about two-thirds of the purchase price, and cash from their own funds for the remainder. They usually seek to expand those companies, or improve performance, before selling them within five years to other funds or to investors in IPOs.

Borrowing costs have reached their highest in six years, rising from the lows last June that helped fuel a record year for leveraged buyouts. Buyout firms also are facing the worst global IPO market, cutting off another traditional venue for selling investments.

Countries including Russia and Australia are benefiting from higher commodity prices. Russian steelmakers specifically are taking advantage of 980 million rubles ($38 billion) pledged by the government for homebuilding by 2010.

Novolipetsk Steel, Russia's fourth-largest steelmaker, agreed to buy John Maneely from Carlyle and the Zekelman family to add steel pipe and tube manufacturing capacity in the U.S. Russian steelmakers, including OAO Severstal, are expanding in the U.S., where a shortage of the metal has pushed prices to a record. Novolipetsk, controlled by billionaire Vladimir Lisin, will gain North America's biggest independent maker of steel tubes.

`Strategic Acquisitions'

Carlyle purchased John Maneely from its family owners in March 2006 for $568 million, before merging it with Atlas Tube, now based in Beachwood, Ohio, and Sharon Tube Co. Terms of the two takeovers, and any extra money Carlyle invested, weren't disclosed. The firm made more than five times its invested capital on the sale, according to a person familiar with the deal who declined to be named because the details are private.

The company had earnings before interest, tax, debt and amortization of $485 million on revenue of $2.4 billion in the year through June.

Details of the transaction, including its financing, were not disclosed at that time. During Carlyle's two-year ownership, John Maneely increased sales by 36 percent to an estimated $3 billion in fiscal 2008 from $2.2 billion in 2006.

Maneely has ``created economies of scale through two strategic acquisitions, improved operations'' and increased sales, Washington-based Carlyle managing director Daniel Pryor said in a statement today. A Carlyle spokesman declined to comment on the return from the investment.

Cerberus, the investment firm started by former Drexel Burnham Lambert Inc. trader Stephen Feinberg, today agreed to sell Talecris, a maker of treatments for conditions such as lupus and multiple sclerosis, in which the body attacks itself.

Plasma Purchase

Cerberus, based in New York, teamed up with Wellesley, Massachusetts-based Ampersand Ventures to create Talecris in 2005 when they bought Bayer AG's plasma business. In July last year, Talecris filed plans for an IPO with the U.S. Securities and Exchange Commission to raise as much as $1 billion. That same month, the credit crunch started.

Cerberus and Ampersand invested $125 million of cash and used $400 million of loans to fund their takeover, the filing shows. Talecris paid its owners a $760 million dividend in 2006, funded from a $1.35 billion facility arranged by JPMorgan Chase & Co.

Talecris had about $1.12 billion of net debt as of March 31 this year, a July 23 filing shows. That would value Cerberus and Ampersand's stake at $2 billion, based on the enterprise value provided today. Including the dividend, the firms are set to earn more than 22 times their original cash investment.

To contact the reporters on this story: Ambereen Choudhury in London at achoudhury@bloomberg.net

Last Updated: August 13, 2008 12:53 EDT

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