Refco Auction Became 'Absolute Theater'
Intense 21-Hour Bidding Process
Provided a Showcase for Strategy
By PETER A. MCKAY
Staff Reporter of THE WALL STREET JOURNAL
November 12, 2005; Page B5
Stephen Feinberg helped take the auction for Refco Inc.'s main commodity-brokerage unit into overtime, then end it.
The founder of hedge fund Cerberus Capital Management LP, Mr. Feinberg spent the last few hours of a 21-hour marathon upping the ante with the only other competitor remaining, Man Financial Inc. When Mr. Feinberg finally declined to raise his bid yet again a little after 7 a.m. in New York Thursday, he ended a grueling slog that involved dozens of bleary-eyed attorneys, bankers, executives and office staff.
The auction, in which Man Financial, a unit of London hedge-fund manager Man Group PLC, agreed to pay $323 million for Refco's flagship commodities and futures trading business, was among the most anticipated chapters in Refco's swift meltdown, but not the last: Friday, Refco unveiled plans to sell more than 15,000 customer accounts from a business that allows individuals to trade foreign currencies. The buyer is Forex Capital Markets LLC, which Refco also owns a 35% stake in. As part of the deal, Refco will sell that stake back to Forex Capital Markets. The total value of the transaction is $110 million, including cash, some customer liabilities and debt, Refco said.
The sale of Refco's main futures brokerage unit, however, took place behind closed doors at the slick Times Square offices of the law firm Skadden, Arps, Slate, Meagher & Flom LLP, which represents Refco. People present described the auction as a mostly cordial but especially intense contest unlike any they had experienced on Wall Street, where the carcasses of troubled firms are often divvied up.
"It was absolute theater," says Earl Nemser, vice chairman of Interactive Brokers Group LLC, another bidder.
Mr. Nemser and other participants declined to be quoted in detail about the auction, citing confidentiality agreements with Refco.
Refco's troubles surfaced Oct. 10, when the brokerage firm disclosed that its then-Chief Executive Officer Phillip R. Bennett had hidden $430 million in bad debts from the company. He was subsequently arrested, Refco filed for bankruptcy protection for its unregulated trading operations specializing in over-the-counter derivatives, and customers began fleeing all its trading units.
The regulated unit Refco LLC, which was once the country's largest independent futures brokerage, was not covered by the initial bankruptcy filing. It remained as a crown jewel the company could unload to raise money to repay scores of creditors. Refco did so in an auction that was run privately by Refco advisers but still subject to a federal bankruptcy-court judge's approval since proceeds would go to creditors of the bankrupt operations.
Skadden attorney J. Gregory Milmoe said the auction started around 10 a.m. Wednesday. There were five suitors: Man, Cerberus, Interactive Brokers, the private-equity firm J.C. Flowers & Co. and a consortium of investors from the oil rich state of Dubai and Marathon Asset Management LLC, a New York money manager.
But the neutral territory wasn't traversed until around 5 p.m. Bankers from Refco adviser Greenhill & Co. and Mr. Milmoe, who acted as an auctioneer, decided to open the in-person bidding with a bid from Man valued at over $40 million.
With a minimal incremental increase of $2 million required for each subsequent bid -- a relatively small change -- there was a lot of room for one-upping, and indeed some 75 offers and counteroffers were made over the course of the evening.
Around midnight, J.C. Flowers & Co., represented by its head, former Goldman Sachs banker Christopher Flowers, dropped out.
Soon after, Mr. Nemser and other Interactive Brokers representatives left without ever raising the initial bid they submitted in writing. "We came to the conclusion that the differences in culture and business models were too great," according to a statement from company Chairman Thomas Peterffy.
By 2 a.m. Thursday, Mr. Feinberg had arrived to oversee Cerberus's efforts himself, in a contest that was down to his firm, Man, and the Dubai/Marathon group, which had the largest contingent present, about 25 representatives.
Around 4 a.m., there were 80 people hashing out the three remaining bids in the shared conference room. "Seeing that many people working on this deal at that hour was surreal," one participant says.
The Dubai/Marathon group dropped out around 4:30, with the Refco units' valuation hovering around $250 million. That left just Man and Cerberus. Since the early 1990s, Cerberus has been building a reputation for handling bailouts.
A Refco acquisition might have burnished that record, but was not to be. Around 7:15, Mr. Steinberg, who as a student at Princeton listed chess among his hobbies, acknowledged checkmate.