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How Fink- Staveley Deal Went Awry

June 24, 2009

Wall Street Journal 23 June 09

From the outside, BlackRock‘s $13.5 billion acquisition of Barclays’s money-management unit looked like any other smoothly orchestrated deal. Behind the scenes, though, the announcement was preceded by a high-stakes, last-minute tussle with a major backer who failed to come through with what BlackRock expected.

On the evening of June 9, BlackRock Chief Executive Laurence D. Fink was finalizing the details of the deal to acquire Barclays’s money-management unit, Barclays Global Investors. The acquisition would make BlackRock the world’s largest money manager, overseeing $2.8 trillion in assets. And it would propel Mr. Fink, who long dwelled just below Wall Street’s top rungs, to a perch above his peers.

Enter Amanda Staveley, a 36-year-old British citizen who has for years been plying the Persian Gulf. Ms. Staveley runs PCP Capital Partners, which has brokered investments from the Gulf into British companies. Ms. Staveley is credited with placing a £3.5 billion ($5.77 billion) investment from Abu Dhabi into Barclays last fall. Just months earlier, she earned the title of “Queen of British Football” after arranging the takeover of soccer club Manchester City for buyers from Abu Dhabi. All this has earned her the adoration of the British press, which constantly reminds readers that Ms. Staveley once dated Prince Andrew and was a fashion model and aspiring Olympic sprinter.

Weeks before, Ms. Staveley and Mr. Fink had begun discussions about cooperating. Ms. Staveley said that she could deliver billions of dollars from Gulf sovereign-wealth funds to help fund the deal, said people familiar with the transaction. After a late May visit to Abu Dhabi and Qatar, Mr. Fink penciled in at least $2 billion from Ms. Staveley as part of his acquisition plan, said these people.

Mr. Fink and his advisers planned to announce the transaction the following morning, on June 10, said people familiar with the deal. That Tuesday evening they called on Ms. Staveley, then in the Gulf, to deliver the final paperwork. The most important element was commitment letters from the sovereign-wealth investors. Those letters legally commit investors to a deal, and provide a grounds for lawsuits in the event that the investors renege.

It is here where things went awry, said the people familiar with the transaction. Ms. Staveley didn’t produce letters directly from the investors, but rather from a special-purpose vehicle managed by Ms. Staveley. That wasn’t satisfactory to BlackRock, which wanted to know exactly who was investing in the deal. A person close to the investment vehicle said that such requests were made only at the end of the transaction, and weren’t a requirement in the weeks leading up to the deal’s closing.

Moreover, Mr. Fink expected that sovereign-wealth funds, notably the Qatar Investment Authority, were putting money into the transaction. Yet BlackRock and its lead advisers at Citigroup couldn’t get a clear sense of just where the $2 billion-plus was coming from, said the people familiar with the transaction.

Eventually, BlackRock executives gathered it was coming from a group of wealthy individuals. But Ms. Staveley wouldn’t specify exactly whom, these people said. A person close to the investment vehicle said prospective backers demanded anonymity as part of any investment, a common practice in the Gulf region, and that she had the full amount in hand.

The two sides got into a shouting match, these people said. Late Tuesday night, BlackRock and its advisers became restless. “Where is the money?” they repeatedly asked. Eventually, bankers at Perella Weinberg Partners were called in to assess Ms. Staveley’s investors. One of the bankers called the Qatar Investment Authority, which happened to be a backer of Perella Weinberg. They were told that Ms. Staveley wasn’t working for them, the people familiar with the matter said.

A person close to the investment vehicle said there had been direct negotiations involving Ms. Staveley’s firm, the Qatar Investment Authority and BlackRock in the days leading up to June 9.

By Wednesday, BlackRock had become frustrated and cut off dealings with Ms. Staveley. But that left a $2.3 billion hole. BlackRock needed the money in hand by Friday. Its exclusive deal was set to expire then, leaving a rival free to pick up BGI.

Mr. Fink didn’t panic. He started making calls. Within hours, the commitments came in. PNC Financial Services Group, a longtime BlackRock shareholder, stumped up for cash. As did sovereign-wealth funds from Singapore, China and Kuwait. Next was Highfields Capital Management, a hedge fund. In less than 24 hours, Mr. Fink had enough clout to find $2.8 billion and save his deal.

When BlackRock and Barclays announced their transaction the next morning, the companies’ statement made only the slightest mention of “institutional investors” purchasing a total of $2.8 billion in BlackRock stock. In Wall Street’s deal game, the things that look the simplest probably aren’t.

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