HCIT from the Investor’s Chair 2/26/10

The end of 2009 brought a few company announcements that were particularly relevant to the investment community. Noteworthy among them were the sales of enterprise vendor QuadraMed and radiology systems vendor Amicas to private equity (aka PE, buy-out or leveraged buy-out – LBO – investors). When a public company is sold to an investment firm rather than another company in the same or adjacent sector (such as Sentillion’s sale to Microsoft or CareMedic’s sale to Ingenix), it’s known as a “take-private” transaction.

When this happens, private equity investors, usually acting with the existing management team, are making the assumption that they can purchase the company at a premium to its current stock market value, make some changes over the course of a few years, and then sell it to another buyer at a premium to what they paid. Sometimes this is likely “Greater Fool Theory”, but in many cases, it’s quite logical. Readers who’ve not had the sometimes dubious pleasure of being involved in a process like this might wonder how it happens and what’s the thinking behind it.

In my decade as a research analyst, I rarely heard a CEO say they thought their stock was fairly valued, and never heard one say it was overvalued — at least where anyone could hear them. This is because (a) they typically own a fair amount of said stock (or options); (b) they’re inherently optimistic by nature (if not outright promotional); and (c) the same reason that my mom thinks all her children are both bright and attractive (well, perhaps she really is right). In many cases, the company has lost much of its sell-side analyst coverage, perhaps missed a few quarters’ earnings estimates and has become a “single digit midget”. All the while, its CEO and the board are thinking their stock is worth more than that silly stock market is willing to pay for it, and time passes. And more time passes. And still, the stock is worth less than they think it is.

Clearly, it’s time for Action! At some point, they start to realize that if the stock market isn’t according them their “fair” value, perhaps another entity will. It’s time to call the bankers (or start returning their calls). Much like with an IPO (discussed in previous posts), the bankers show up and, using a dazzling array of PowerPoint and spreadsheets, confirm that, why golly, yes, your stock is undervalued! Clearly a transaction is called for: it’s time to find a buyer for the entire company. In some cases, incidentally, the bid comes unsolicited, as PE firms have people whose primary job is to call companies to convince them to go private, but even then, some form of sale process is usually required to ensure a fair and appropriate price is paid.

Rather than enumerate yet another type of banking process for a posting (but readers can request it for a subsequent post if interested), let’s skip that process for now and assume that no strategic buyers have opted to participate (at least at as high a value). What motivates a private equity investor to outbid a strategic buyer? A few key elements typically underlie their analysis.

• Being public is expensive, often costing smaller companies over $1 million to cover their SEC requirements, insurance policies and Sarbanes-Oxley compliance costs, etc. Once private, all these costs fall straight to the bottom line.
• Public markets are notoriously short-term focused. Many believe (I among them) that, freed of the requirement to manage on the instant gratification of a quarterly basis, company performance is likely to improve.
• Sometimes it is best to take a hiatus from the public markets for other reasons. Emdeon used its “private time” to make substantial improvements to its operations, management, and other areas. TriZetto Group is moving to more of a subscription model. Netsmart Technologies did something or other. Etc.

A few questions leap to mind, however:

• If there are changes that should be made, why hasn’t management already made them to benefit current shareholders rather than the new private investors?
• Did the fact that typical senior management parachutes (inherent in change of control transactions) would inflate — plus their stock would now be worth more, plus they’re likely to be re-loaded with new equity — impact their decisions?
• What drives the new investors’ confidence that they’ll be able to sell later to a strategic buyer, when they presumably just outbid all of them?

All good questions, but, at the end of the day, two groups of smart PE investors looked at both QuadraMed and Amicas and decided that they could make a good return on their money by purchasing these companies, so clearly their spreadsheets, extensive diligence and planning supported them. I’ll note that, besides the suppositions made above, their math was definitely helped by the fact that their fund likely only put up around 20-25% of the money; the rest was borrowed, substantially magnifying their returns (hence the term leveraged buy-out) and, further helping their math, significant transaction and management fees are often imposed on the newly acquired companies for the privilege of taking the money — often these fees run in the millions.

What about all the lawsuits that have been flying though? It seems that each company has been hit with about a dozen lawsuits (or threats), from apparently the same firms. It appears inevitable that, despite the fact that an auction was conducted, a bevy of class action lawyers will invariably announce investigations “on behalf of shareholders” alleging the unfairness of both the amount being paid and the process that was run. In my view, while the threat of these might be important to preserve the integrity of a process, the reality is 90% or so are merely opportunistic behavior on the part of the law firms. As a review of the proxy statements for either Amicas (also available in a nifty PowerPoint summary) or QuadraMed show, efforts were taken to ensure a fair price was paid.

In the case of QuadraMed, a fairly broad auction was conducted, which included a sizable number of PE firms and four unnamed strategic buyers. While Amicas responded to in-bound, apparently unsolicited interest, the agreement with the buyer allowed them to actively “shop” the bid to see if a higher bidder would emerge. Presumably, none did. By the way, as a student of the sector, I think these documents make for an interesting read, but that could just be me. For example, QuadraMed has apparently tried to sell a number of times over the past few years to no avail. It would also be interesting to contrast Amicas’ slightly gloomy assessment of risks on its slide deck with its no doubt more bullish one that was likely given to potential investors a few weeks earlier.

Also, every time a public company is sold, its board is required to seek a Fairness Opinion to ensure a “fair” price is paid. A Fairness Opinion is provided by the seller’s investment banker (typically the one who ran the sale process — and who stands to get a very sizable fee upon its success — but I’m sure there’s zero conflict of interest there). In a Fairness Opinion, the bankers assess and determine that the amount being paid is “fair”. How? By looking at how similar companies are currently valued in the public markets, what price (and what multiple of sales and profits) similar companies have sold for, and by using a discounted cash flow analysis (DCF) as an additional check on value, as well as what kind of premiums to current share price have been paid for similar public company sales.

It’s actually a fairly rigorous analysis, and each firm has a special committee that vets it prior to issuance, as the issuing firm has some potential liability (which is part of why the fee for the Opinion is determined by the size of the transaction). Then again, the AOL-TimeWarner merger was considered “Fair” as well so, as the programmers can attest, Garbage In, Garbage Out. For more detail, please check the proxy links above, or just drop or post me a note.

And so, the public markets bid au revoir to these two players, wondering only if they’ll resurface as strategic sales (like Healthvision, nee Quovadx — generating an outstanding return for Battery Ventures) or IPOs (like Emdeon). The final question, of course, is what does this mean to users or customers? It could well be a positive. As suggested, assuming responsible behavior on the part of the new PE firms, freed of the pressure and scrutiny of public investors, they’ll both be able to focus more on running their business, supporting customers and developing new products — just like companies are supposed to do.

Post script: the action continues on Amicas. Readers of “the tape” will note a minor battle underway between Amicas and its competitor, Merge Technologies. After I submitted this to Mr. H, Merge has announced that it was bidding 13% more than the PE firm Thoma Bravo to buy Amicas. “Not so fast”, Amicas responded later that day.  “Do you really have the dough?” The plot has thickened with accusations flying both ways and a Massachusetts Supreme Court enjoinder on having the shareholder meeting.

Theoretically, regardless of management’s preferences on the outcome, the board has a fiduciary responsibility to accept the highest quality bid. With the stock trading today between the Thoma Bravo bid and the one from Merge, the outcome appears uncertain, and will be likely continue to be played out on the tape and in the courts. In the meantime, I can only observe that this minor drama seems to support that the market is setting the prices here somewhat efficiently, notwithstanding the complaints of the class action bar “representing” QuadraMed’s shareholders. Clearly when someone else wants to buy a company, they can emerge and do so.

Ask the Chair

What do investors do at HIMSS?

Aside from walk around looking for cool trinkets?

HIMSS is always great for the investor community. Most of the larger public companies in attendance have analyst meetings, or at least booth tours. It’s a chance to talk to current and potential clients of the firms one covers. There are parties to attend and for both investment bankers and private investors (VC and PE) and a virtual feeding frenzy of business trolling opportunities.

Speaking of which, Mr. HIStalk’s discussion of the HIMSS Venture Fair beat anything I could have done, but I will be attending and sharing a write up a week or so after, so watch this space for post-HIMSS thoughts.

See you at the HISTalk party, please come up and say hi.

Ben Rooks
The Chair

Ben Rooks is the founder of ST Advisors, a strategic consultancy offering long-term and project-relationships to companies and financial sponsors. He earned an MBA in healthcare management from The Wharton School of the University of Pennsylvania, has done healthcare IT equity research, and has worked as an investment banker in over 25 successfully closed healthcare and medical technology transactions valued from $40 to $365 million.