Sunday, November 14, 2010

Carlyle Group's BAH IPO Could Go This Week

The Carlyle Group's independent public offering (IPO) for Booz Allen Hamilton (BAH) could launch this week, according to MarketWatch.  Champagne toasts would be in order if Booz priced at $18.00 a share.  Carlyle paid $5.40 per share for BAH, then bled the company for $5.73 a share in dividends.    In addition to holding free shares, Carlyle will control 70-71% of voting power after the IPO, including 78-79% of Class A voting stock.  The debt picture looks like this, according to Booz's most recent S-1A:

Senior secured loan facilities provided a $125.0 million Tranche A term facility, $585.0 million Tranche B term facility, $350.0 million Tranche C term facility and $245.0 million revolving credit facility. As of September 30, 2010, BAH had $1,013.8 million outstanding under their senior credit facilities.

$550.0 million under a mezzanine term loan facility. As of September 30, 2010, on an as adjusted basis after giving effect to this offering and the use of the net proceeds therefrom, which is based on the midpoint of the price range set forth on the cover page of this prospectus, BAH would have had $239.8 million of debt outstanding under our mezzanine credit facility

Dividends paid in July and December 2009 amounted to $612.4 million or $5.73 per share.

On July 27, 2009, we declared a special cash dividend on all issued and outstanding shares of Class A common stock, Class B non-voting common stock, and Class C restricted common stock in the aggregate amount of $114.9 million payable to holders of record as of July 29, 2009. On December 7, 2009, we declared another special cash dividend on all issued and outstanding shares to the same equity classes described above in the aggregate amount of $497.5 million payable to the holders of record as of December 8, 2009.

BAH intends to use the net proceeds received from the sale of Class A common stock to repay $223.2 million of their mezzanine credit facility and a $6.7 million prepayment penalty.

Given the way corporate debt traded the last two years, will another arm of Carlyle collect the $6.7 prepayment penalty? 

Booz is helping Uncle Sam transform healthcare, which means more PEU hospital deals, dividend bleeding, then "debt retiring" IPO's .  Expect many more Booz-like deals under health reform. Watch for 10-for-1 stock splits prior to any IPO. You'll know by the PEU odor emanating from layers of corporate shells.

P.S.  The latest S-1A corrected Carlyle's management fee information.