First quarter was a swell quarter for deals

Capital markets delivered their strongest first quarter in 5 years as deal activity blossomed.


Pentair New Brighton assembly plant.

Photo: Bruce Bisping, Star Tribune

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The dealmakers have come back to the table.

After a sluggish last half of 2011, investment bankers in Minnesota and around the country delivered nearly 3,000 mergers and acquisitions in January, February and March, the most quarterly deals since the recession took hold in 2008.

Helped by surging equity markets and increased consumer confidence, more companies also were able to raise capital in public stock offerings in the quarter.

"There's more appetite for risk than the fourth quarter of last year, when everybody thought the world was ending," said Rick Hartfiel, chief of investment banking at Craig-Hallum Capital.

Notable first-quarter Minnesota deals included:

•Fast-growing Proto Labs, the high-tech, quick-turnaround mold-and-parts maker, raised $80 million in its initial public offering. The stock, which priced at $16 a share on Feb. 23, closed at $33.36 Friday and has become the most successful Minnesota IPO in years.

•St. Paul-based Synovis Life Technologies, a medical products maker, was acquired in February by giant Baxter International for $277 million, a 54 percent premium to its stock price.

•Pentair announced a merger March 29 with Tyco International's water pipe and valve business valued at $4.5 billion. The deal will double the Golden Valley-based water technology firm's revenue and payroll and expand its global footprint. Analysts call it a "transformative deal" that also signifies the growing importance of clean water and water-recovery systems.

•The recent private sale by Spell Capital of Arctic Fox, a Delano-based manufacturer heating equipment that tripled operating profits in five years of ownership under the Minneapolis-based private equity firm. Arctic Fox makes equipment used in the booming oil industry from North Dakota to Russia.

Bill Spell, founder and president of Spell Capital, said prices are rising for quality companies with good prospects.

"Private equity firms have a lot of money to invest, and they don't want that money to go stale or to have to give it back to investors," Spell said. "It's becoming a little more challenging to find good manufacturing businesses at a reasonable price."

Spell said he's about to close on two deals for which he will pay about five times the annual cash flow generated by each company, which he considers a reasonable price.

Private equity buyers typically buy all or a controlling share of companies that need expansion or restructuring capital and some expertise. Private equity owners believe they can improve their target's performance and peddle them for a higher price in three to five years.

Meanwhile, the investment banking group at Piper Jaffray & Co. was busy in the first quarter helping to underwrite eight IPOs including Proto Labs. Piper also participated in nine follow-on offerings including the $1.2 billion offering for Michael Kors Holdings Ltd., the Hong Kong-based men's and women's luxury lifestyle brand.

Will it last?

Hartfiel, of Craig-Hallum Capital, recalled that 2011 also got off to a good start for deals, but capital markets stalled in the second half over fears of a slowing economy, the European debt crisis and gridlock in Washington, D.C., on reducing the deficit. This year feels different, he said.

"The market is not frothy yet. But the window is open and the financing environment feels a lot better than in the third and fourth quarters of last year,'' he said. He predicted more companies will go to the markets to raise capital.

"You'll see companies raising money after reporting good first-quarter earnings this month," he said. "This is a good environment, and investors are willing to take a look at new companies and lot of existing companies are trading around 52-week highs. And that's when companies want to finance."

Of the 39 initial public offerings that priced in the first quarter, 33 had positive returns, including Proto Labs.

As of March 31, there were 164 IPOs registered to go public on U.S. exchanges seeking more than $32 billion, according to Ernst & Young.

About 70 percent of IPOs in the first quarter raised less than $250 million. Ernst & Young said that reflects two trends: strong interest from private equity and venture capital firms in rolling out their holdings of small-capitalization companies; and renewed investor appetite for growth companies -- especially in the United States. (Less money was raised year-over-year in Europe and Asia, where the economies have slowed.)

"I think we're in a moderate, focused, thoughtful M&A market as opposed to a robust, risk-taking or anything-goes kind of market," said Matthew Knopf, head of the M&A department at law firm Dorsey & Whitney.

Knopf pointed to several strategic, "bolt-on" deals by big companies, such as medical-conglomerate Baxter International buying Synovis Life and several deals in which huge United HealthGroup Inc. bought smaller firms that fit strategically.

Will business continue to pick up in 2012?

"There are some economic uncertainties and there's a little bit of a wait-and-see mentality in a presidential-election year," Knopf added. But the M&A business could continue strong through the year if business confidence and the U.S. economy continue expanding.

Also, business sellers may be motivated by the expected rise in federal long-term capital gains rates from 15 percent to 20 percent next January, Spell said.

Neal St. Anthony • 612-673-7144 • • Patrick Kennedy • 612-673-7926 •

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