AG Mortgage Investment Trust, Inc. Reports Fourth Quarter Earnings

NEW YORK–(BUSINESS WIRE)–
AG Mortgage Investment Trust, Inc. (“MITT” or the “Company”) (NYSE: MITT – News) today reported net income for the quarter ended December 31, 2011 of $5.8 million and net book value of $20.52 per share.
FINANCIAL HIGHLIGHTS

• Net income of $5.8 million, or 0.58 per share for the fourth quarter
• Net income of $19.0 million, or $3.20 per share for the period from March 7, 2011 to December 31, 2011
• Core Earnings of $6.5 million or $0.65 per share for the quarter
• Core Earnings of $12.4 million, or $1.24 per share for the period from July 6, 2011 (the consummation of our initial public offering) to December 31, 2011
• Net realized gains of $2.9 million, or $0.29 per share, on Agency RMBS for the fourth quarter and $7.2 million, or $0.72 per share, for the period from July 6, 2011 to December 31, 2011
• Net realized losses of ($3.5) million, or ($0.35) per share, on credit investments for the fourth quarter and for the period from July 6, 2011 to December 31, 2011
• $0.70 per share dividend declared for the fourth quarter and $1.10 per share dividends declared for the period ended December 31, 2011
• Approximately $0.46 per share of undistributed taxable income as of December 31, 2011(1)
• $20.52 net book value per share as of December 31, 2011(1)

INVESTMENT HIGHLIGHTS

• $1.4 billion investment portfolio value as of December 31, 2011 (2) (4)
• 5.86x leverage as of December 31, 2011 (2) (3)
• 91.0% Agency RMBS investment portfolio (4)
• 9.0% credit investment portfolio, comprising Non-Agency RMBS, CMBS and ABS assets (4)
• 5.0% constant prepayment rate (“CPR”) for the fourth quarter on the Agency RMBS investment portfolio (5)
• 2.25% net interest margin as of December 31, 2011 (6)

FOURTH QUARTER 2011 AND PERIOD ENDED DECEMBER 31, 2011 RESULTS
AG Mortgage Investment Trust, Inc. is an actively managed REIT that opportunistically invests in a diversified risk-adjusted portfolio of Agency RMBS, Non-Agency RMBS, CMBS and ABS. For the fourth quarter, the Company had net income of $5.8 million, or $0.58 per diluted share, and Core Earnings of $6.5 million, or $0.65 per diluted share. For the period from March 7, 2011 to December 31, 2011, the Company had net income of $19.0 million, or $3.20 per diluted share (7), and for the period from July 6, 2011 to December 31, 2011 (“period ended December 31, 2011”), the Company had Core Earnings of $12.4 million, or $1.24 per diluted share. Core Earnings represents a non-GAAP financial measure and is defined as net income (loss) excluding (i) net realized gain (loss) on investments and terminations on derivative contracts and (ii) net unrealized appreciation (depreciation) on investments and derivative contacts. (See “Non-GAAP Financial Measure” below for further detail on Core Earnings)
David Roberts, Chief Executive Officer, commented “We are pleased to announce our fourth quarter earnings. During the quarter, Core Earnings increased to $0.65 per share and we announced our first full quarter dividend of $0.70 per share. In addition to meeting our financial goals, we continued to diversify funding relationships and in January we were able to successfully complete an equity raise which has improved our stock’s liquidity. We are proud of our accomplishments over the last two quarters and look forward to the opportunities ahead.”
“Amidst uncertainty in the global markets, European liquidity difficulties and year-end funding pressures, we continued to optimize our Agency portfolio, opportunistically rotate the credit portfolio and retain capital for potential market dislocations,” said Jonathan Lieberman, Chief Investment Officer. “While Agency RMBS yields have compressed, we believe the low interest rate environment and a carefully selected investment portfolio will continue to support attractive risk-adjusted returns. Over the course of the quarter, we rotated a significant portion of the Agency portfolio into securities with more favorable prepayment attributes to further mitigate prepayment risk. Allocations to credit securities were concentrated in less volatile short duration Non-Agency securities and CMBS tranches with superior intrinsic value. We believe MITT is well positioned to continue to produce sustainable returns and take advantage of the opportunities ahead in both the Agency RMBS and credit markets. With the success of the European Central Bank’s Long-Term Refinancing Operation, funding risks have materially declined and we anticipate deploying capital in a more aggressive style. New capital from our January equity transaction allows greater latitude to the investment team to selectively increase our capital allocation to credit opportunities.”

KEY STATISTICS (2)
		Weighted Average at						Weighted Average
		December 31, 2011						at September 30, 2011
Investment portfolio		$	1,388,006,801					$	1,332,205,377
Repurchase agreements		$	1,189,303,407					$	1,126,859,885
Stockholders’ equity		$	206,283,920					$	207,413,703
Leverage ratio		5.86x			(3	)		5.70x			(3	)
Swap ratio			66	%	(8	)			51	%	(8	)
Yield on investment portfolio			3.16	%	(9	)			3.26	%	(9	)
Cost of funds			0.91	%	(10	)			0.82	%	(10	)
Net interest margin			2.25	%	(6	)			2.44	%	(6	)
Management fees			1.49	%	(11	)			1.43	%	(11	)
Other operating expenses			1.57	%	(12	)			1.58	%	(12	)
Book value, per share		$	20.52		(1	)		$	20.64		(1	)
Dividend, per share		$	0.70					$	0.40

INVESTMENT PORTFOLIO
The following summarizes the Company’s investment portfolio as of December 31, 2011 (2):

														Weighted Average
		Current Face			Premium (Discount)				Amortized Cost		Fair Value			Coupon		Yield
Agency RMBS:
15-Year Fixed Rate		$	738,344,948		$	22,525,476			$	760,870,424	$	772,310,909		3.32	%	2.62	%
20-Year Fixed Rate			227,566,114			7,362,001				234,928,115		237,586,837		3.69	%	3.00	%
30-Year Fixed Rate			232,890,169			12,162,512				245,052,681		246,679,482		3.99	%	3.18	%
Interest Only			43,505,596			(34,046,500	)			9,459,096		6,636,871		5.50	%	3.45	%
Non-Agency RMBS			102,246,062			(8,980,754	)			93,265,308		90,368,316		5.90	%	6.31	%
CMBS			19,500,000			(5,411,965	)			14,088,035		13,537,851		5.88	%	13.44	%
ABS			21,046,150			(34,497	)			21,011,653		20,886,535		4.50	%	4.50	%
Total		$	1,385,099,039		$	(6,423,727	)		$	1,378,675,312	$	1,388,006,801		3.81	%	3.16	%

As of December 31, 2011, the weighted average yield on the Company’s investment portfolio was 3.16% and its weighted average cost of funds was 0.91%. This resulted in a net interest margin of 2.25% as of December 31, 2011. (6)
The CPR for the Agency RMBS portfolio was 5.0% for the fourth quarter and 5.0% for the month of December 2011. (5)
The weighted average cost basis of the Agency investment portfolio, excluding interest-only securities, was 103.5% as of December 31, 2011. The amortization of premiums (net of any accretion of discounts) on Agency securities for the fourth quarter was $1.9 million, or $(0.19) per share. The unamortized net Agency premium as of December 31, 2011 was $42.0 million.
Premiums and discounts associated with purchases of the Company’s securities are amortized or accreted into interest income over the estimated life of such securities, using the effective yield method. Since the cost basis of the Company’s Agency securities, excluding interest-only securities, exceeds the underlying principal balance by 3.5% as of December 31, 2011, slower actual and projected prepayments can have a meaningful positive impact, while faster actual or projected prepayments can have a meaningful negative impact on the Company’s asset yields.
We have also entered into “to-be-announced” (“TBA”) positions to facilitate the future purchase of Agency RMBS. Under the terms of these TBAs, the Company agrees to purchase, for future delivery, Agency RMBS with certain principal and interest specifications and certain types of underlying collateral, but the particular Agency RMBS to be delivered are not identified until shortly before (generally two days) the TBA settlement date. At December 31, 2011, we had $100 million net notional amount of TBA positions with a net weighted average purchase price of 103.8%. As of December 31, 2011, our TBA portfolio had a net weighted average yield at purchase of 3.01% and a net weighted average settlement date of February 5, 2012. We have recorded derivative assets of $1.4 million and derivative liabilities of $0.5 million, reflecting these TBA positions.
LEVERAGE AND HEDGING ACTIVITIES
The investment portfolio is financed with repurchase agreements as of December 31, 2011 as summarized below:

		Agency RMBS						Non-Agency RMBS / CMBS / Other
Repurchase Agreements Maturing Within:		Balance			Weighted Average Rate			Balance			Weighted Average Rate
30 days or less		$	652,002,000		0.35	%		$	68,187,000		1.74	%
31-60 days			334,825,407		0.42	%			1,749,000		1.95	%
61-90 days			118,340,000		0.37	%			14,200,000		1.80	%
Greater than 90 days			-		-				-		-
Total / Weighted Average		$	1,105,167,407		0.37	%		$	84,136,000		1.75	%

As of December 31, 2011, the Company had entered into repurchase agreements with twenty-one counterparties. We continue to rebalance our exposures to counterparties and add new counterparties.
We have entered into interest rate swap agreements to hedge our portfolio. The Company’s swaps as of December 31, 2011 are summarized as follows:

Maturity		Notional Amount			Weighted Average Pay Rate			Weighted Average Receive Rate*			Weighted Average Years to Maturity
2012		$	100,000,000		0.354	%		0.285	%		0.14
2013			182,000,000		0.535	%		0.286	%		1.78
2014			204,500,000		1.000	%		0.395	%		2.54
2015			184,025,000		1.412	%		0.380	%		3.56
2016			87,500,000		1.625	%		0.328	%		4.63
2018			35,000,000		1.728	%		0.511	%		6.88
Total/Wtd Avg		$	793,025,000		1.008	%		0.350	%		2.72
* Approximately 50% of our interest rate swap notionals reset monthly based on one-month LIBOR and 50% of our interest rate swap notionals reset quarterly based on three-month LIBOR.

TAXABLE INCOME
The primary differences between taxable income and GAAP net income include (i) unrealized gains and losses associated with investment and derivative portfolios are marked-to-market in current income for GAAP purposes, but excluded from taxable income until realized or settled, (ii) temporary differences related to amortization of net premiums paid on investments (iii) the timing and amount of deductions related to stock-based compensation and (iv) excise taxes. As of December 31, 2011, the Company had undistributed taxable income of approximately $0.46 per share.
DIVIDEND
On December 14, 2011, the Company declared a dividend of $0.70 per share of common stock to stockholders of record as of December 30, 2011 and paid such dividend on January 27, 2012. The Company declared dividends of $1.10 per share for the period ended December 31, 2011.
SUBSEQUENT EVENT
On January 24, 2012, the Company completed a follow-on offering of 5,000,000 shares of its common stock and subsequently issued an additional 750,000 shares of common stock pursuant to the underwriters’ over-allotments at a price of $19.00 per share, for gross proceeds of approximately $109.3 million. Net proceeds to the Company from the offerings were approximately $104.1 million, net of issuance costs of approximately $5.2 million.
SHAREHOLDER CALL
The Company invites shareholders, prospective shareholders and analysts to attend MITT’s fourth quarter earnings conference call on March 1, 2012 at 11:00 am Eastern Time. The shareholder call can be accessed by dialing (888) 424-8151 (U.S. domestic) or (847) 585-4422 (international). Please enter code number 8732511#.
A presentation will accompany the conference call and will be available on the Company’s website at www.agmit.com. Select the Q4 2011 Earnings Presentation link to download and print the presentation in advance of the shareholder call.
An audio replay of the shareholder call combined with the presentation will be made available on our website after the call. The replay will be available until midnight on March 15, 2012. If you are interested in hearing the replay, please dial (888) 843-7419 (U.S. domestic) or (630) 652-3042 (international). The conference ID number is 8732511#.
For further information or questions, please contact Allan Krinsman, the Company’s General Counsel, at (212) 883-4180 or akrinsman@angelogordon.com.
ABOUT AG MORTGAGE INVESTMENT TRUST, INC.
AG Mortgage Investment Trust, Inc. is a real estate investment trust that invests in, acquires and manages a diversified portfolio of residential mortgage assets, other real estate-related securities and financial assets. AG Mortgage Investment Trust, Inc. is externally managed and advised by AG REIT Management, LLC, a subsidiary of Angelo, Gordon & Co., L.P., an SEC-registered investment adviser that specializes in alternative investment activities.
Additional information can be found on the Company’s website at www.agmit.com.
ABOUT ANGELO, GORDON & CO.
Angelo, Gordon & Co. was founded in 1988 and has approximately $22 billion under management. Currently, the firm’s investment disciplines encompass five principal areas: (i) distressed debt and leveraged loans, (ii) real estate, (iii) mortgage-backed securities and other structured credit, (iv) private equity and special situations and (v) a number of hedge fund strategies. Angelo, Gordon & Co. employs over 250 employees, including more than 90 investment professionals, and is headquartered in New York, with associated offices in Amsterdam, Chicago, Los Angeles, London, Hong Kong Seoul, Shanghai, Sydney and Tokyo.
FORWARD LOOKING STATEMENTS
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in interest rates, changes in the yield curve, changes in prepayment rates, the availability and terms of financing, changes in the market value of our assets, general economic conditions, market conditions, conditions in the market for Agency securities, and legislative and regulatory changes that could adversely affect the business of the Company. Additional information concerning these and other risk factors are contained in the Company’s most recent filings with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, http://www.sec.gov/. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
			December 31, 2011			April 1, 2011
Assets			(Unaudited)
Real Estate securities, at fair value
Agency – $1,186,149,842 pledged as collateral			$	1,263,214,099		$	-
Non-Agency – $47,227,005 pledged as collateral				58,787,051			-
CMBS – $2,747,080 pledged as collateral				13,537,851			-
ABS – $4,526,620 pledged as collateral				4,526,620			-
Linked transactions, net, at fair value				8,787,180			-
Cash and cash equivalents				35,851,249			1,000
Restricted cash				3,037,055			-
Interest receivable				4,219,640			-
Derivative assets, at fair value				1,428,595			-
Prepaid expenses				317,950			-
Due from broker				341,491
Due from affiliates				104,994			-
Deferred costs				52,176			-
Total Assets			$	1,394,205,951		$	1,000
Liabilities
Repurchase agreements			$	1,150,149,407		$	-
Payable on unsettled trades				18,759,200			-
Interest payable				2,275,138			-
Derivative liabilities, at fair value				7,908,308			-
Dividend payable				7,011,171			-
Due to affiliates				770,341			-
Accrued expenses				668,552			-
Due to broker				379,914			-
Total Liabilities				1,187,922,031			-
Stockholders’ Equity (Deficit)
Common stock, par value $0.01 per share; 450,000,000 and 1,000 shares of common stock authorized and 10,009,958 and 100 shares issued and outstanding at December 31, 2011 and April 1, 2011, respectively				100,100			1
Additional paid-in capital				198,228,694			999
Retained earnings				7,955,126			-
				206,283,920			1,000
Total Liabilities & Equity			$	1,394,205,951		$	1,000

AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
							Period from
			Quarter Ended				March 7, 2011 to
			December 31, 2011				December 31, 2011
Net Interest Income
Interest income			$	10,022,275			$	18,748,669
Interest expense				1,106,097				1,696,344
				8,916,178				17,052,325
Other Income (Loss)
Net realized gain (loss)				(589,747	)			3,701,392
Gain (loss) on linked transactions, net				(1,013,291	)			(808,564	)
Realized loss on periodic interest settlements of interest rate swaps, net				(1,175,788	)			(2,162,290	)
Unrealized gain (loss) on derivative instruments, net				70,663				(6,491,430	)
Unrealized gain (loss) on real estate securities				1,346,237				11,040,692
				(1,361,926	)			5,279,800
Expenses
Management fee to affiliate				770,341				1,512,898
Other operating expenses				811,372				1,566,642
Equity based compensation to affiliate				97,343				176,165
Excise tax				105,724				105,724
				1,784,780				3,361,429
Net Income (Loss)			$	5,769,472			$	18,970,696
Earnings Per Share of Common Stock
Basic			$	0.58			$	3.20
Diluted			$	0.58			$	3.20
Weighted Average Number of Shares of Common Stock Outstanding
Basic				10,009,958				5,933,930
Diluted				10,010,799				5,933,930
Dividends Declared per Share of Common Stock			$	0.70			$	1.10

Non-GAAP Financial Measure
This press release contains Core Earnings, a non-GAAP financial measure. AG Mortgage Investment Trust’s management believes that this non-GAAP measure, when considered with GAAP, provides supplemental information useful in evaluating the results of the Company’s operations. This non-GAAP measure should not be considered a substitute, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations from these results should be carefully evaluated.
Core Earnings are defined by the Company as net income excluding both realized and unrealized gains (losses) on the sale or termination of securities, including underlying linked transactions and derivatives. As defined, Core Earnings include the net interest earned on these transactions, including credit derivatives, linked transactions, inverse Agency securities, interest rate derivatives or any other investment activity that may earn net interest. One of the objectives of the Company is to generate net income from net interest margin on the portfolio and management uses Core Earnings to measure this objective.
A reconciliation of GAAP net income to Core Earnings for the quarter and period ended December 31, 2011 is set forth below:

						Period from
		Quarter Ended				March 7, 2011 to
		December 31, 2011				December 31, 2011
Net income/loss		$	5,769,472			$	18,970,696
Add (Deduct):
Net realized gain			589,747				(3,701,392	)
Gain/loss on linked transactions, net			1,013,291				808,564
Net interest income on linked transactions			554,729				900,638
Unrealized gain/loss on derivative instruments, net			(70,663	)			6,491,430
Unrealized gain/loss on real estate securities			(1,346,237	)			(11,040,692	)
Core Earnings		$	6,510,339			$	12,429,244

Footnotes
(1) Per share figures are calculated using outstanding shares including all shares granted to our Manager and our independent directors under our equity incentive plans as of quarter end.
(2) Generally when we purchase a security and finance it with a repurchase agreement, the security is included in our assets and the repurchase agreement is separately reflected in our liabilities on our balance sheet. For securities with certain characteristics (including those which are not readily obtainable in the market place) that are purchased and then simultaneously sold back to the seller under a repurchase agreement, US GAAP requires these transactions be netted together and recorded as a forward purchase commitment. Throughout this press release where we disclose our investment portfolio and the repurchase agreements that finance it, including our leverage metrics, we have un-linked the transaction and used the gross presentation as used for all other securities. This presentation is consistent with how the Company’s management evaluates the business, and believes provides the most accurate depiction of the Company’s investment portfolio and financial condition.
(3) Calculated by dividing total repurchase agreements, including $39.2 million included in linked transactions, plus payable on unsettled trades on our GAAP balance sheet by our GAAP stockholders’ equity.
(4) The total investment portfolio is calculated by summing the fair market value of our Agency RMBS, Non-Agency RMBS, CMBS and ABS assets, including linked transactions. The percentage of Agency RMBS and credit investments are calculated by dividing the respective fair market value of each, including linked transactions, by the total investment portfolio.
(5) This represents the weighted average monthly CPRs published during the period for our in-place portfolio during the same period.
(6) Net interest margin is calculated by subtracting the weighted average cost of funds from the weighted average yield for the Company’s investment portfolio, which excludes cash held by the Company. See footnotes (9) and (10) for further detail.
(7) Diluted per share figures are calculated using weighted average outstanding shares in accordance with GAAP. For the period from March 7, 2011 to December 31, 2011, the calculation reflected the impact of 100 shares outstanding from July 1, 2011 through the settlement date of our IPO.
(8) The swap ratio was calculated by dividing the notional value of our interest rate swaps by total repurchase agreements, including those included in linked transactions, plus payable on unsettled trades.
(9) The yield on our investment portfolio during the period represents an effective interest rate, which utilizes all estimates of future cash flows and adjusts for actual prepayment and cash flow activity as of quarter end. This calculation excludes cash held by the Company.
(10) The cost of funds was calculated as the sum of the weighted average rate on the repurchase agreements outstanding at quarter end and the weighted average net pay rate on our interest rate swaps. Both elements of the cost of funds were weighted by the repurchase agreements outstanding at quarter end.
(11) The management fee percentage at quarter end was calculated by annualizing management fees incurred during the quarter and dividing by quarter-ended stockholders’ equity.
(12) The other operating expenses percentage at quarter end was calculated by annualizing other operating expenses recorded during the quarter and dividing by quarter-ended stockholders’ equity.
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RHB Group provides RM1.38bn loan for RM6b Tg Bin power plant

KUALA LUMPUR (March 1): RHB Bank and RHB Investment Bank are providing RM1.38 billion to partly finance the construction of the RM6 billion coal-fired power plant in Tanjung Bin, Johor.
The financing of the 1,000 MW plant is managed by Malakoff Corporation Bhd’s unit  Tanjung Bin Energy Issuer Bhd
RHB Investment Bank is the mandated lead arranger whilst RHB Bank is the lender in the syndicated facilities.  RHB Investment Bank is also a joint lead manager in the Sukuk programme.
According to a statement issued by RHB Group, Malaysia’s energy demand is projected to grow at 3.4% annually, which is double the 2010 level with the rollout of the large scale infrastructure and construction projects under the 10th Malaysia Plan.
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China issues green-credit guideline for banks

The Chinese government introduced a “green credit” guideline for commercial lenders on Friday to facilitate economic restructuring in a manner that’s environmentally friendly and saves energy.
The China Banking Regulatory Commission, the top banking regulator, ordered lenders to cut loans to industries with high-energy consumption and high levels of pollution or excessive capacity, and to strengthen financial support for green industries and projects.
The CBRC encouraged banks to evaluate, classify and rate the environmental and social risks inherent in their clients’ businesses and take the results as a key reference in their ratings and access to credit.
“Through credit controls, banks can have an influence on businesses’ awareness of energy savings, emissions-reductions and the benefits to the public,” said Yan Yanfei, deputy director-general of the statistics department at the CBRC.
He said that in the next step, the CBRC will set up some key indexes to make the guideline more specific and try to include adherence to the plan in the rating system.
Lenders also need to improve management of any overseas projects that they support, to ensure that the initiators of those projects comply with local environmental, land, healthcare and security legislation, according to the guideline.
Zhang Rong, the programme manager of environment and social standards at the International Finance Corporation of the World Bank Group, said the guideline is welcome, especially given the increased involvement of Chinese enterprises in the global market, and the increasing number of calls urging the overseas projects to take more care of the local environment and to reduce energy use.
“Actually Chinese banks have already made very good attempts at green credit, and they can learn from the mature technology and management systems that their international counterparts have already been using for some time,” Zhang said.
China Development Bank Corp, which makes nearly half of the total loans supporting overseas projects of Chinese enterprises, has just provided credit to a Chinese company that operates an iron ore mine in Africa. The funds will help the company move surface soil to a place of safety to protect the seeds of local plants, according to Lu Hanwen, deputy director-general of CDB’s Project Appraisal Department II.
By the end of 2011, CDB had lent 658 billion yuan ($104 billion) to support environmental protection, energy-saving and emissions-reduction projects, accounting for 12.7 per cent of the bank’s total outstanding loans.
Yang Bin, deputy general manager of Corporate & Investment Banking at Shanghai Pudong Development Bank Co Ltd, said banks have enough motivation to lend green credits because the demand from clients that they undertake green initiatives has been rising constantly.
Such loans have a lower non-performance ratio than other lending because enterprises can usually obtain strong incentives for green projects from the government to repay the loans, he said.
“And the rate of return against cost for green credits is much higher than other lending,” said Yang, adding that evaluating the environmental impact and energy-consumption of their clients will cost the banks little.
“But State-owned enterprises should also be ordered to implement green policies if the government wishes to achieve its energy-saving and emissions-reduction goals,” Yang said.

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Tightening the EPF Act

Proper investment policy, disclosure, governance and accountability should be mandated under the law for EPF’s near half a trillion ringgit funds
THE recent brouhaha over the Employees Provident Fund (EPF) financing a government-sponsored RM1.5bil housing scheme highlights several issues facing the nation’s premier retirement fund.
Considering that it is a major heavyweight, which manages almost RM470bil belonging to some 12 million members, it is important to ensure that the EPF does its job, and does it as well as it should.
Questions swirl around three main issues: The kind of projects that the EPF should finance and the risk they bear; the amount of government influence over what the EPF should do; and the level of transparency and accountability that the fund shows to its members.
Sadly, on all three counts, it shows serious deficiencies. Although it has improved in recent years, in terms of the quality of investments, it has in the past made some dubious investments which have never been fully explained.
In part this is due to substantial government influence over its operations, specifically, the Finance Minister, who not only appoints board members but also has substantial influence over them, the law requiring directors in most cases to be subservient to the Finance Minister.
Meantime, the way the EPF reports its results, and its investments and losses and gains, leaves much to be desired. It is impossible for a fund member or anyone else to independently verify the soundness of its investment decisions. There is no or little statutory requirement for appropriate standards of disclosure, governance and accountability.
Because of its huge size, approaching half a trillion ringgit (it should exceed that mark easily this year), a multitude of sins can be easily hidden in its massive books. That’s all the more reason for an eagle eye to be kept on it at all times.
The way to ensure that the EPF keeps on the straight and narrow is to mandate that unambiguously through an amendment to the EPF Act. That should start with clear definitions of directors’ qualifications, requiring them to be those who have impeccable integrity and have an unblemished and distinguished record of service in the finance, accounting and investment fields.
The current Act gives the power to the Government, through the Finance Minister, to nominate the board members, but this should be preferably done through a committee rather than a single individual.
The Act should then specify clearly the role of the directors, which would be to oversee the implementation of measures which will follow a highly specified investment policy and return objectives.
The investment policy should specify a low risk approach that would preserve members’ contributions, while at the same time providing a moderate rate of return.
It should also specify very broad allocation strategy between various classes of assets, for example Malaysian Government Securities, other investment-grade bonds, equities, property and real estate and other investments.
Changes to the EPF Act should clearly specify that directors and the fund should at all times act solely in the interest of members who own the funds in the first place. While the Government can borrow money from the EPF, it has no business inducing it to invest in businesses that have high risk.
That will stop the board from making a decision to invest in a project just because the Finance Minister or someone else told it so. Those with long memories will remember that the EPF has made strange investments before, like Time dotCom.
The changes to the Act should also specify in fairly specific terms the kind of disclosure that it makes. It should itemise all the investments it makes, and state when they were made and at what price, and how much it is losing or making on each one.
Averages have a way of disguising major outliers. On average, gains may be respectable but that does not mean major losses may not have been made on some investments. The only way to ensure that does not get buried under the mountain of funds is to disclose it.
These are not unrealistic changes. Many retirement funds act this way. Take CalPERS or California Public Employees’ Retirement System, the United States’ largest public pension fund with assets totalling some US$220bil (about RM660bil).
It publicly discloses its investment policy and asset allocation decisions. Those interested can view its investment track record. Journalists can ask for and receive its investment details for specific companies, areas and regions.
Here’s what it says in its own words: “Our goal is to efficiently and effectively manage investments to achieve the highest possible return at an acceptable level of risk. In doing so, CalPERS has generated strong long-term returns.”
We want EPF, whose size is not very far away from CalPERS, to do the same for all its members. The EPF does not belong to the Government and therefore the Government must not have full powers over the way it acts.
Until these changes to the Act are made and the EPF board acts professionally and above board in every decision it makes, taking all the required professional advice, we can’t ever be sure that EPF is always acting purely in the interests of its constituents – the Malaysian working public.
Independent consultant P Gunasegaram (t.p.guna@gmail.com) is happy that the EPF declared 6% dividends. He hopes it can continue to do so.

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Social Entertainment Leader Milyoni Secures $11 Million in Funding

PLEASANTON, CA–(Marketwire -02/24/12)- Milyoni, the leader in social entertainment, today announced that it has secured $11 million in Series B financing led by Oak Investment Partners. Previous investors ATA Ventures and Thomvest Ventures also participated in the round. Milyoni will use the funding to further extend its product portfolio in bringing social entertainment experiences to fans on Facebook. The company will also expand its U.S. presence, with offices opening in Los Angeles and New York City.
“With more than 800 million users and growing, Facebook has established itself as a go-to platform for the discovery and consumption of content today,” said John Corpus, founder and CEO. “In 2012, we anticipate an even greater shift in behavior, with more entertainment companies putting the marketing muscle behind their Facebook presence to further expand their selections of movies, music and other content on the platform. The way we see it, we’re only in the first of a nine inning game.”
Milyoni provides a new way for entertainment companies to take their Facebook presence to the next level by providing a fun, unique, shared and social experience to users. Using Social Cinema and Social Live, fans can easily view, like and comment during particular points within a movie, TV show, sporting event or concert and chat with friends while watching. Over the last year, Milyoni has powered some of the biggest social entertainment campaigns on Facebook and has stamped a number of innovative firsts, including the first PPV movie on Facebook, the first live PPV concert on Facebook, the first socially interactive movie and the first day-and-date movie release on Facebook.
“Oak Investment Partners is excited to join the Milyoni team to further extend their stronghold in the social entertainment arena,” said Fred Harman, Managing Partner at Oak Investment Partners. “The company has shown tremendous traction and growth over the last year, hosting more than 100 titles on Facebook today. The audience for Milyoni’s technology continues to expand along with Facebook’s growth. We’re confident that the Milyoni team has both the passion and experience to propel the company forward.”
“We’ve believed in Milyoni from the beginning and have seen the company’s growth mirror that of the entertainment industry’s needs,” said Hatch Graham, Managing Director, ATA Ventures. “Milyoni’s technology has evolved into the powerhouse social entertainment platform it is today, and the company is poised to continue its leadership in the space. ATA Ventures is thrilled to be a supporting partner.”
Milyoni is primed for an impressive 2012 with 15 current studio partnerships and dozens more in the pipeline. The company has more than 3,000 Social Cinema titles and over 50 Social Live events slated by year’s end. Milyoni will continue to enrich studio interaction, administration and analytics functionality bringing unprecedented insight and engagement to the entertainment experience.
For more information, visit http://www.milyoni.com.
About MilyoniBased in the San Francisco Bay Area, Milyoni, Inc. is the leader in social entertainment. The company’s technology provides entertainment companies with a way to connect and engage with Facebook fans, and turn them into customers. Whether it’s watching a live concert, movie or sporting event or shopping your favorite brands, Milyoni enables companies to monetize fans pages through a unique level of engagement and a shared, social experience. Milyoni’s services reach over 150 million fans from industry leading customers, including Universal Pictures, Lionsgate, Paramount Studios, Big Air Studios, Austin City Limits Live, Turner Broadcasting, University of Oklahoma and The NBA to bring a variety of digital content and physical goods to fans on Facebook. For more information, visit www.milyoni.com.
About Oak Investment PartnersOak Investment Partners is a multistage venture capital firm and a lead investor in the next generation of enduring growth companies. Since 1978 the firm has invested $9 billion in nearly 500 companies around the world, earning the trust of entrepreneurs with a senior team that delivers steady guidance, deep domain expertise and a consistent investment philosophy. Its current portfolio includes Bleacher Report, Demand Media, Federated Media, Good Technology, KAYAK Software, MobiTV, Rearden Commerce, and Wonga. Oak Investment Partners is also known for its historical investments in aQuantive, Allyes, AthenaHealth, Gmarket, HuffingtonPost, Inktomi, Netspend, Polycom, Seagate, and TeleAtlas.
About ATA VenturesATA Ventures is a venture capital firm focused on seeking out early stage private companies that appear to offer above average prospects for capital growth. With over $450 Million of capital under management, ATA Ventures focuses on Information Technology (IT) and provides seed capital and early stages of financing to these companies. For more information, visit http://ataventures.com.
About Thomvest VenturesThomvest Ventures is an early-stage venture capital firm committed to the success of our entrepreneur partners. We primarily focus on investments in areas where we have deep expertise and experience, including software, technology-enabled services, and hardware businesses. The capital we invest is our own, enabling us to be more creative, flexible and patient than many venture investors. More than two-thirds of the companies we have funded in the last decade have either gone public, been acquired, or continue to grow as independent businesses. For more information, visit www.thomvest.com.
Facebook® is a registered trademark of Facebook Inc.
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Social Entertainment Leader Milyoni Secures $11 Million in Funding

PLEASANTON, CA–(Marketwire -02/24/12)- Milyoni, the leader in social entertainment, today announced that it has secured $11 million in Series B financing led by Oak Investment Partners. Previous investors ATA Ventures and Thomvest Ventures also participated in the round. Milyoni will use the funding to further extend its product portfolio in bringing social entertainment experiences to fans on Facebook. The company will also expand its U.S. presence, with offices opening in Los Angeles and New York City.
“With more than 800 million users and growing, Facebook has established itself as a go-to platform for the discovery and consumption of content today,” said John Corpus, founder and CEO. “In 2012, we anticipate an even greater shift in behavior, with more entertainment companies putting the marketing muscle behind their Facebook presence to further expand their selections of movies, music and other content on the platform. The way we see it, we’re only in the first of a nine inning game.”
Milyoni provides a new way for entertainment companies to take their Facebook presence to the next level by providing a fun, unique, shared and social experience to users. Using Social Cinema and Social Live, fans can easily view, like and comment during particular points within a movie, TV show, sporting event or concert and chat with friends while watching. Over the last year, Milyoni has powered some of the biggest social entertainment campaigns on Facebook and has stamped a number of innovative firsts, including the first PPV movie on Facebook, the first live PPV concert on Facebook, the first socially interactive movie and the first day-and-date movie release on Facebook.
“Oak Investment Partners is excited to join the Milyoni team to further extend their stronghold in the social entertainment arena,” said Fred Harman, Managing Partner at Oak Investment Partners. “The company has shown tremendous traction and growth over the last year, hosting more than 100 titles on Facebook today. The audience for Milyoni’s technology continues to expand along with Facebook’s growth. We’re confident that the Milyoni team has both the passion and experience to propel the company forward.”
“We’ve believed in Milyoni from the beginning and have seen the company’s growth mirror that of the entertainment industry’s needs,” said Hatch Graham, Managing Director, ATA Ventures. “Milyoni’s technology has evolved into the powerhouse social entertainment platform it is today, and the company is poised to continue its leadership in the space. ATA Ventures is thrilled to be a supporting partner.”
Milyoni is primed for an impressive 2012 with 15 current studio partnerships and dozens more in the pipeline. The company has more than 3,000 Social Cinema titles and over 50 Social Live events slated by year’s end. Milyoni will continue to enrich studio interaction, administration and analytics functionality bringing unprecedented insight and engagement to the entertainment experience.
For more information, visit http://www.milyoni.com.
About MilyoniBased in the San Francisco Bay Area, Milyoni, Inc. is the leader in social entertainment. The company’s technology provides entertainment companies with a way to connect and engage with Facebook fans, and turn them into customers. Whether it’s watching a live concert, movie or sporting event or shopping your favorite brands, Milyoni enables companies to monetize fans pages through a unique level of engagement and a shared, social experience. Milyoni’s services reach over 150 million fans from industry leading customers, including Universal Pictures, Lionsgate, Paramount Studios, Big Air Studios, Austin City Limits Live, Turner Broadcasting, University of Oklahoma and The NBA to bring a variety of digital content and physical goods to fans on Facebook. For more information, visit www.milyoni.com.
About Oak Investment PartnersOak Investment Partners is a multistage venture capital firm and a lead investor in the next generation of enduring growth companies. Since 1978 the firm has invested $9 billion in nearly 500 companies around the world, earning the trust of entrepreneurs with a senior team that delivers steady guidance, deep domain expertise and a consistent investment philosophy. Its current portfolio includes Bleacher Report, Demand Media, Federated Media, Good Technology, KAYAK Software, MobiTV, Rearden Commerce, and Wonga. Oak Investment Partners is also known for its historical investments in aQuantive, Allyes, AthenaHealth, Gmarket, HuffingtonPost, Inktomi, Netspend, Polycom, Seagate, and TeleAtlas.
About ATA VenturesATA Ventures is a venture capital firm focused on seeking out early stage private companies that appear to offer above average prospects for capital growth. With over $450 Million of capital under management, ATA Ventures focuses on Information Technology (IT) and provides seed capital and early stages of financing to these companies. For more information, visit http://ataventures.com.
About Thomvest VenturesThomvest Ventures is an early-stage venture capital firm committed to the success of our entrepreneur partners. We primarily focus on investments in areas where we have deep expertise and experience, including software, technology-enabled services, and hardware businesses. The capital we invest is our own, enabling us to be more creative, flexible and patient than many venture investors. More than two-thirds of the companies we have funded in the last decade have either gone public, been acquired, or continue to grow as independent businesses. For more information, visit www.thomvest.com.
Facebook® is a registered trademark of Facebook Inc.
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Aircraft unit misses take-off nod

Patna. Feb. 23: The State Investment Promotion Board (SIPB), which held its meeting today after a gap of almost five months, cleared all 116 proposals, except about half-a-dozen that have been put on hold.
Among the proposals that were set aside for the time being included one that talked about setting up of an aircraft manufacturing unit in the state.
Beltronics Techno Pvt Ltd, Patna, had come up with an investment proposal to set up a manufacturing unit of aeroplane and air taxi, besides carrying out maintenance work of aircraft in the vicinity of the state capital.
The company, which claimed that it has already entered into a tie-up with a UK-based firm for financing the project, said it would pump in Rs 92,000 crore for the purpose.
“We have asked them (the company) to give a presentation before the board. We want to see their project details. We would like to know what it wants to do and how it plans to go about? We also want to know what are the land and other requirements of the entrepreneur?” principal secretary (industries) C.K. Mishra told The Telegraph.
SIPB was set up by the Nitish Kumar-led NDA government after assuming power in November 2005 with an aim to promote private investment in the state.
The board has, so far, approved 603 project proposals, which entail an investment of Rs 2.48 lakh crore with a capacity to generate 1.85 lakh jobs.
Sources said if the aircraft manufacturing unit gets the board’s approval, the chances of which are very bleak, it would bring Rs 92,000 crore in investment alone to the state.
In the wake of entrepreneurs, especially Aditya Birla Group chairman Kumar Mangalam Birla who made a fervent appeal to the government at the just concluded “Global Bihar Summit” for speedy approval of the project, the SIPB decided to hold regular meetings in order to avoid delay in giving approvals to proposals.
Bihar Industries Association (BIA) president KPS Keshri, who is also a member of the SIPB, told The Telegraph: “SIPB meeting would now be held twice a month. The aim is to ensure that the proposed projects do not get delayed in getting the board’s approval.”
He added, “It was also decided that those entrepreneurs, who could not apply to the SIPB, would be given a chance to apply to the board.”
According to the industrial incentive policy of 2011, projects having SIPB’s approval would get incentives.
Since there was no fixed time-frame for holding the meeting of the board for approving the investment projects, it led to accumulation of a long list (116) of investment proposals requiring the board’s approval.
The last time a meeting of the board was held was in the last week of September last year
Any fresh investment proposal, once cleared by the SIPB, of up to Rs 100 crore investment would be put up before chief minister Nitsih Kumar for his approval, whereas proposals of over Rs 100 crore would be sent to the cabinet for the necessary approval.
The proposals, which got the board’s approval included investments from sectors like food processing, power, cold storage, flour mills, rice mills, beer factories and others.
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State Pensions Find Private Equity Bites as Blackstone Cuts Jobs

February 23, 2012, 12:58 AM EST
By William Selway and Martin Z. Braun
Feb. 23 (Bloomberg) — Shirley Kimber walked off the production line from her $17.56-an-hour job at a Birds Eye Foods plant in Fulton, New York, for the last time in November.
The new owners, Pinnacle Foods Group LLC, a company held by the private equity firm Blackstone Group LP, closed the factory and fired 270 workers. Kimber, 64, got eight weeks severance for her 12 years on the job and lives with her 37-year-old unemployed daughter in the rust-belt town of about 12,000, northwest of Syracuse.
“They just used us. That’s exactly what they did,” Kimber said. “And then they kicked us to the curb.”
While the closing killed union jobs, it may also help protect the retirement benefits that organized labor bargained for on behalf of public employees.
In addition to Blackstone, the world’s largest buyout firm, New York State’s two public employee pensions and four New York City pensions stand to gain from the drive for higher profits at Pinnacle foods. The retirement funds poured $920 million into the $20 billion Blackstone fund that owns Pinnacle, which took over Birds Eye in 2009.
Public pension funds — seeking to boost returns after failing to secure the 8 percent annual investment earnings needed to pay benefits for teachers, police officers and other civil servants — are the biggest source of cash for private equity firms.
Faster Pace
Companies owned by New York-based Blackstone added jobs at a faster pace than the U.S. economy for the past two years, said Peter Rose, a spokesman for the firm. Private equity’s investment returns “are one of the few ways that pension funds can help keep the promises that they have made to their retirees,” he said.
Pinnacle Foods closed the Fulton plant to cut transportation costs by moving operations closer to suppliers, said Michelle Weese, a spokeswoman for the company.
While firms such as Blackstone and Bain Capital LLC, co- founded by Republican presidential candidate Mitt Romney, have drawn scrutiny for their paring of jobs and the low tax rates enjoyed by executives, the role of taxpayer money in financing their acquisitions has received less notice.
By September 2011, public pensions with at least $1 billion in assets had an average of 11 percent of their money in private equity, more than triple their investments a decade earlier, according to Wilshire Associates, a Santa Monica, California- based consulting firm.
Rising Investment
Such funds have about $400 billion with private equity, 29 percent of the total, according to Prequin Ltd., a London-based private equity research firm. That’s more than twice what was put in by private pension funds, the next biggest investor.
Public pensions “have been the investors that have really fueled private equity’s rise,” said Steven Davidoff, a professor of law and finance at Ohio State University’s Moritz College of Law in Columbus, Ohio. “For those people who complain about private equity, the money is really coming from pension funds.”
Private equity firms buy companies and seek to trim costs, improve operations, boost profits and resell them. The takeovers are typically financed by debt taken on by the purchased companies.
The business has been drawn into the presidential contest as Romney parried attacks from Republican rivals who suggested he built a fortune of as much as $250 million with takeovers that cost workers their jobs. He has disputed this characterization.
Private equity executives, including Blackstone managing director and Pinnacle Foods director Prakash Melwani, have helped stock Romney’s campaign war chests. Melwani declined to comment.
Mayor Objects
Fulton Mayor Ronald Woodward, a Republican, said the Birds Eye takeover has devastated his town, adding that he is troubled to learn that New York pension money helped finance the acquisition.
“Isn’t that a slap in the face to the people in Fulton that are losing their jobs and paying the salaries of those union workers and they’re using their investments there,” Woodward said. “It’s like biting the hand that feeds you.”
Her severance exhausted, Kimber now lives off unemployment benefits of $1,620 a month, plus $100 a month in pension payments, she said. She pays 22 percent of that for health insurance. Her daughter, also named Shirley, has a biology degree but can’t find a job using that specialty. To make a few extra dollars, she babysits and sells books online.
Executive Compensation
Robert Gamgort is chief executive officer of Parsippany, New Jersey-based Pinnacle Foods, which also makes Dunkin Hines cake mix, Vlasic Pickles and Hungry Man frozen dinners.
Gamgort was awarded compensation valued at $5.5 million in 2010 and $11.6 million in 2009. Sara Genster Robling, head of the Birds Eye division, got pay packages worth $1.5 million in 2010 and $2.1 million the previous year. Most of the pay was in company stock. Gamgort and Robling weren’t available for comment, she said.
After the collapse of 1990s Internet bubble left pensions reeling from investment losses, state and local government funds poured money into private equity firms. The financial crisis of 2008 and subsequent recession left U.S. state public pensions $694.2 billion short of having enough assets to pay future benefits by the end of their 2010 budget years, according to data compiled by Bloomberg.
Higher Returns
Private equity deals promised higher returns than stocks and bonds. The 15-year median return on stocks for public pension funds with more than $1 billion assets, before fees, is 5.5 percent annualized as of Dec. 31, 2011, while the median return for private equity in that time period is 9.8 percent, according to the Wilshire Trust Universe Comparison Service.
The deals have served pensions well. New York state’s teachers pension’s private equity investments delivered an annual rate of return of 11.8 percent as of June 30, 2011. New York City’s private equity investments in four of its five pension funds have returns ranging from 9.2 percent to 11.1 percent.
That helps save taxpayers money. For workers and the acquired companies, the benefits can be harder to discern.
A study led by the University of Chicago’s Steven Davis, based on 3,200 private equity deals from 1980 to 2005 and published in September, sought to quantify the impact. It found that employment at acquired companies dropped 6 percent in the next five years relative to stand-alone peers as they shuttered lagging businesses.
‘Creative Destruction’
Still, the companies also added workers by opening new business lines and through acquisitions. The study concluded that such deals accelerated the “creative destruction” of jobs, with a “modest” impact on total payrolls.
“Private equity investors are remorseless in their perspective on business,” said Robert Bruner, the dean of the University of Virginia’s Darden School of Business. “That is a manifestation of the rigors of the capitalist system,” he said. “It accelerates the process.”
Rose Pitcher, 50, experienced that first-hand. After working 25 years at the Birds Eye plant in Fulton, she wrapped up her last shift in November, with eight weeks severance, as Pinnacle moved the plant’s jobs to Wisconsin and Minnesota. Other employers in the area, like an apple-packing plant in Oswego, pay less than half the $17 an hour she was making overseeing the machine sealing packages of Voila! ready-made meals at Birds Eye.
“There just doesn’t seem to be anything out there,” she said.
Portfolio Companies
Blackstone says it has a record of boosting employment overall. In 2011, Blackstone’s portfolio companies added 4.6 percent to their payrolls by creating new jobs, rather than through acquisitions, and increased them 3 percent in 2010, said Rose, the company spokesman. That outpaced job growth in the economy, he said.
“Private equity is a vital source of capital to grow and strengthen companies where public capital cannot or is unwilling to invest,” said Rose.
New York Comptroller Thomas DiNapoli, the sole trustee of New York’s $140 billion retirement fund, declined to comment. New York City Comptroller John Liu declined to comment. John Cardillo, a spokesman for New York state’s Teachers’ Retirement System, declined to comment.
Drivers coming into Fulton are greeted by the red-brick Nestle chocolate factory, where for 103 years the company made condensed milk, semi-sweet morsels and Crunch Bars. It shut down in 2003.
The Nestle factory employed 1,500 people at its height. In 1994, Miller Brewing also shut down a plant just outside of town, putting 900 people out of work.
Taking Down Signs
A couple of years after Miller shut its operations, city officials took down signs on Routes 481, 48 and 3, the thoroughfares entering Fulton, that read: “City with a Future.”
It’s a far cry from the 1930s, when the New York Sun wrote a story about Fulton entitled “The Mystery of Fulton, N.Y., the City the Depression Missed.” Then, factories powered by electricity generated by the Oswego River, which bisects the town, churned out knives, textiles and shotguns. The Fort Stanwix Canning Co. opened a plant in Fulton in 1902. In 1938 it began packaging Birds Eye vegetables.
Two Decades
The Birds Eye plant had survived during the past two decades as it passed from General Foods Corp. to Philip Morris Cos. to Dean Foods Inc. In 1998, Dean Foods sold it to Agrilink Foods Inc. for $400 million. In 2002, Agrilink sold a majority stake in the company for $175 million to Vestar Capital Partners, a private equity firm where Melwani was a managing director. Melwani is now at Blackstone.
Vestar transformed the company. In 2006, it shifted focus to brand-named foods and developing new product lines. It announced that it would jettison most of its non-brand frozen food businesses, affecting five facilities, including three in western New York, that employed about 740. In 2007, Birds Eye borrowed money to pay Vestar and Agrilink a one-time $298.2 million dividend, according to corporate filings.
Vestar turned Birds Eye into a smaller, profitable company. By 2009, Birds Eye earned $54 million on sales of $936 million, compared with a $131 million loss and sales of $1 billion in 2002. Its workforce had shrunk to 1,700 from 4,000, filings show.
In November 2009, Pinnacle Foods, owned by Blackstone, agreed to buy Birds Eye for $1.3 billion. The purchase was financed by $1.15 billion of debt. Blackstone contributed $260 million in equity. Carol Makovich, a Vestar spokeswoman, declined to comment.
$17 Million
Blackstone affiliates were paid $17 million in acquisition fees for arranging the Birds Eye deal. Pinnacle has also paid Blackstone at least $15.5 million in management fees since it was taken over by the firm in 2007, according to company filings.
Under Blackstone, Birds Eye’s sales and profits have risen. In the quarter that ended in September, sales were $248 million, an 11.2 percent increase from the year earlier. The growth was driven by expanded distribution and demand for new products, in addition to lower new product distribution expenses, the company said in a filing.
Charles Murphy, 66, had worked at the Birds Eye plant in Fulton through a series of owners for 22 years before retiring at the end of 2010. He said employees were optimistic that the factory would survive.
Schumer Press Conference
In January 2010, U.S. Senator Charles Schumer, the New York Democrat, held a press conference with workers in Fulton, saying he would keep pressuring the company until all the jobs were safe. Schumer said he called Stephen Schwarzman, Blackstone’s chairman and co-founder, and asked him to spare the factory.
“No one expected that place to close,” said Murphy.
Then Pinnacle started cutting jobs. In mid-2010, it began closing down the Rochester, New York headquarters where 200 worked. That December it announced the closure of a Tacoma, Washington, plant that employed 160 and would shift production to Iowa.
On April 13, 2011, a Wednesday, employees coming to work at the Fulton plant saw a makeshift sign taped to a window: A mandatory meeting for all employees would be held at the Fulton War Memorial, the town’s exhibition hall and gymnasium on the 15th.
A Birds Eye lawyer told those gathered that the company would close the Fulton plant and move some of the jobs to Wisconsin and Minnesota.
Paul Robinson, a 59 year-old who ran packing machines remembered asking managers, “What can we do to keep the plant open?”
‘Minds Made Up’
Nothing, he said Pinnacle managers replied. “They had their minds made up.”
Wisconsin had offered Pinnacle $1.3 million in incentives to shift production to the state. Worker’s compensation costs were also lower — an average of $1,100 per employee in Wisconsin compared with $12,000 in New York, Mayor Woodward said.
While new jobs were added elsewhere, the closures cut the Birds Eye’s payroll by about 300, or 17 percent, as it eliminated more jobs than were added elsewhere, according to Weese, the Pinnacle spokeswoman. She said such costs are common after corporate mergers.
“Synergies are true with every deal. It’s not unique to this particular deal,” Weese said. “It’s less expensive to run one company than two.”
Not all public pensions have stood by as a private equity firms managing their money announced job cuts.
Hugo Boss
In 2010, after hearing that clothing-company Hugo Boss AG was planning to close a factory in a Cleveland suburb where it manufactured suits, threatening the jobs of 300 workers, Ohio’s public employee pension fund contacted Hugo Boss’s owner, London-based private equity firm Permira Advisers LLP.
Ohio’s Public Employees Retirement System had invested $80 million in the Permira fund that owned Hugo Boss. After writing to Permira and not getting a response, the pension fund followed up with another letter saying it would “think long and hard” about investing any more money with Permira, said Hugh Quill, a former Ohio pension trustees. The plant was never closed.
“These guys could have cared less about a plant in Cleveland, Ohio, but they did care about not having institutional investors for their next $500 million offering,” Quill said. “I think it was the right thing to do, given the amount of pain and suffering that was going on in the state.”
The California Public Employees’ Retirement System and public pensions from Maryland and Pennsylvania, which invested in Permira, also lobbied the firm. So did New York City’s pension funds.
Liu’s Letter
“New York’s pension funds do not wish to be investing in job loss or in a global ‘race to the bottom,’” New York City Comptroller Liu wrote in a letter to Permira.
Chris Davison, director of communications for Permira, declined to comment.
In Fulton, Charles Murphy’s wife, Donna, had been out on medical leave since October 2010 when the Birds Eye closure was announced. Still struggling with lung cancer, she lost her job when she couldn’t return to work for the factory’s last two months. That meant she didn’t get any severance pay. She worked there for 25 years.
Pinnacle’s Weese said details about medical leave and severance pay were worked out in negotiations with the employees’ union, Workers United Local 1822.
‘Devoting Your Life’
“You spend that many years devoting your life to the company, coming in to work every day, and they think nothing of you,” said Murphy, who lives in nearby Oswego. “This hurt a lot of people’s livelihoods.”
Fulton mayor Woodward, who was a maintenance supervisor with Nestle when the plant shut in 2003, said his story is another sign of the times.
“What you’re doing by doing that — you are systematically eliminating the middle class,” he said. “You’re going to be rich or you’re going to be poor. There’s no in between.”
–Editors: Jeffrey Taylor, Larry Edelman
To contact the reporters on this story: William Selway in Washington at wselway@bloomberg.net; Martin Braun in New York at mbraun6@bloomberg.net.
To contact the editor responsible for this story: Jeffrey Taylor at Jtaylor48@bloomberg.net
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Experts split over private equity

Pension funds allocating their assets to private equity have reaped little or no rewards on average, according to a Yale study.
Martijn Cremers, associate professor of finance at the Yale School of Management, concluded in a recent paper that returns on private equity over the last 10 years were no better than the stock market. Investments in public equity were on average unlikely to yield more profit than investments in stocks or bonds, because of their high management fees. However, some experts disagreed with the findings, saying that private equity is still a good option for asset allocation.
According to the paper, private equity funds had a spectacular run in the 1990s where it returned an average net return of 21.5 percent to its investors. Impressed by this performance, institutional investors increased their investment in private equity, bringing the total funds in private equity from $200 million to $2 billion in the last 10 years. But the Midas touch of private equity disappeared at the turn of the century and the returns fell to an average of 4.5 percent in the last 10 years, the paper said.
“If I had to summarize it in a nutshell, pension funds got similar returns to what they would have gotten had they invested in passive equities,” Cremers said.
Since private equity is more volatile than stocks or bonds, a portfolio with a large asset allocation in it would have a high amount of risk. For example, the paper said, the net returns from private equity fell from a profit of 36 percent in 2000 to a loss of 21 percent the next year.
Even as the profits in private equity took a hit in the aftermath of the dot-com bubble, private equity fees continued to climb. Cremers explained that in addition to taking a cut from the share of returns, known as the performance fee, private equity managers also charge an overall management fee on the invested capital. He said the average management fee has increased from 2.4 percent in 2000 to 4.2 percent in 2010. Private equity fund managers have taken 70 percent of the gross profits made in the last decade as fees, Cremers said.
Steven Kaplan, professor of entrepreneurship and finance at the University of Chicago, disagreed with the findings. According to his research, every dollar a pension fund put into private equity earned 20 percent more than it would have in Standard & Poor’s 500 index. Accounting for management and performance fees, he said, private equity funds have outperformed public markets by an average of three percentage points over the past 20 years.
Kaplan pinned the drastic difference in results on unreliable data.
“Cremers does not have particularly good performance data [but] we do,” Kaplan said.
In the past several studies have relied on commercial data sets provided by Thomson Venture Economics, which is problematic for analysis, Kaplan said.
Ayako Yasuda, associate professor of management at the University of California, Davis, shed light on the problems of gathering definitive data. Unlike pension funds, private equity funds are not legally required to disclose their activities, so all data available is based on voluntary disclosure, which is subject to bias.
“What’s missing is not just random noise,” Yasuda said. “Even a very small percentage of the missing data could mean that it is being systematically obstructed, which could create hidden bias.”
The difficulty in collecting data about private equity makes the field’s performance uncertain, if not controversial, Kaplan said.
Yasuda contended that the 4.5 percent average return, which Cremers calculated, is no worse than the turbulent performance of the stock markets in the last decade.
“It’s a period in which the benchmark also performed poorly,” Yasuda said.
She agreed private equity funds tend to have higher fees than other investment asset classes, but said the performance fees are typically structured to avoid consuming all the net returns for investors in low-performance funds.
In an underperforming market, private equity fees may seem exorbitant, but they are within reason during economic booms, such as the 1990s, Deputy SOM Dean Andrew Metrick said. Compared to a hedge fund, private equity charges a lot less, he said.
Metrick said that private equity funds also allow its institutional investors to invest in buyouts and ventures as partners, which means that pension funds may bypass a large portion of the overall fee. Such transactions are not included in Cremers’ data because they are not available to the researchers, Metrick said.
The key for pension fund managers is to find the right private equity investments, which requires enormous skill and long-term dedication, Metrick said.
For the unsophisticated investor, making investments in private equity funds is “like throwing darts at a newspaper,” he said.
The paper was co-authored by Aleksandar Andonov and Rob Bauer of Maastricht University in the Netherlands.
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W. P. Carey Announces Proposed Acquisition of CPA:15 and Conversion to REIT

NEW YORK, NY–(Marketwire -02/21/12)- Investment firm W. P. Carey & Co. LLC (“W. P. Carey“) announced today that its Board of Directors has approved its conversion to a real estate investment trust (“REIT”) and that its Board of Directors and the Board of Directors of its publicly held, non-traded REIT affiliate, Corporate Property Associates 15 Incorporated (“CPA®:15″), have unanimously approved a definitive merger agreement pursuant to which W. P. Carey will acquire CPA®:15 immediately following the REIT conversion. Under the terms of the proposed merger, CPA®:15 stockholders will receive $1.25 in cash and 0.2326 of a share of W. P. Carey common stock for each CPA®:15 share at closing. The transaction values CPA®:15 at $2.6 billion, including the assumption of CPA®:15 debt of $1.2 billion, as of December 31, 2011. The new REIT, to be named W. P. Carey Inc., will continue to trade on the New York Stock Exchange under the symbol WPC (NYSE: WPC – News). The conversion to a REIT is subject to the approval of W. P. Carey shareholders and the merger is subject to approval of both the shareholders of W. P. Carey and the stockholders of CPA®:15.
Following the merger, W. P. Carey Inc. is expected to have a total equity market capitalization of approximately $3 billion, total market capitalization of $5 billion and a portfolio of 43 million square feet of corporate real estate leased to 135 companies around the world. W. P. Carey Inc. will continue to manage the firm’s Corporate Property Associates (CPA®) series of publicly held, non-traded REITs.
The proposed merger is expected to be accretive to both AFFO per share and CAD per share for W. P. Carey. W. P. Carey currently anticipates that, following the transactions, the new REIT will increase its annual dividend to $2.60 per share to maintain compliance with REIT tax requirements.
W. P. Carey believes that the benefits of the proposed merger and conversion to REIT status include:

• Significant increase in W. P. Carey Inc.’s scale and real estate under ownership
• Increased financial strength and flexibility to access capital for growth
• Enhanced cash available for continued dividend growth
• Simplified tax reporting for shareholders
• Further diversification of its shareholder base over time, including from active and passive REIT investors

W. P. Carey President and CEO Trevor Bond commented, “We believe that the proposed merger and REIT conversion are in the best interests of both W. P. Carey and CPA®:15 investors. In addition to providing liquidity for CPA®:15 investors, this transaction will enhance our strength and flexibility, with a larger balance sheet and more diversified portfolio. Over the long-term, we believe it will allow us to capitalize on new opportunities that are consistent with our established investment parameters and our overall business strategy of growing assets under ownership and enhancing shareholder value.”
BofA Merrill Lynch is acting as financial advisor to W. P. Carey and DLA Piper US LLP is acting as the legal advisor to W. P. Carey. Deutsche Bank is acting as financial advisor to CPA®:15 and Clifford Chance LLP is acting as legal advisor to CPA®:15.
A joint proxy statement/prospectus will be filed on Form S-4 with the Securities and Exchange Commission, which will describe the proposed merger and REIT conversion. Completion of the transactions is subject to receipt of all third-party consents as well as the approval of shareholders and stockholders of both companies and satisfaction of customary closing conditions. The transactions are currently expected to close by the third quarter of 2012, although there can be no assurance of such timing.
CONFERENCE CALL & WEBCAST
Please call at least 10 minutes prior to call to register.
Time: Wednesday, February 22 at 10:30 AM (ET)
Call-in Number: 1-866-524-3160
(International) + 1-412-317-6760
Webcast: www.wpcarey.com/merger
W. P. Carey & Co. LLCW. P. Carey & Co. LLC (NYSE: WPC – News) owns and manages a global investment portfolio of approximately $12 billion. W. P. Carey provides companies worldwide with long term sale leaseback and build to suit financing and engages in other types of real estate-related investment. Publicly traded on the New York Stock Exchange (WPC), W. P. Carey and its CPA® series of income-generating, non-traded REITs help companies and private equity firms unlock capital tied up in real estate assets. The W. P. Carey Group’s investments are highly diversified, comprising contractual agreements with approximately 288 long term corporate tenants spanning 28 industries and 18 countries. www.wpcarey.com
Cautionary Statement Concerning Forward-Looking Statements:
Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey and can be identified by the use of words such as “may,” “will,” “should,” “would,” “assume,” “outlook,” “seek,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast” and other comparable terms. These forward-looking statements include, but are not limited to, statements regarding the benefits of the REIT Conversion and the Merger, integration plans and expected synergies, the expected benefits of the REIT Conversion, anticipated future financial and operating performance and results, including estimates of growth, and the expected timing of completion of the proposed REIT Conversion and the Merger. These statements are based on the current expectations of the management of W. P Carey. It is important to note that W. P. Carey’s actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Discussions of some of these other important factors and assumptions are contained in W. P. Carey’s filings with the SEC and are available at the SEC’s website at http://www.sec.gov, including: (a) Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC on February 25, 2011 and (b) in the Current Report on Form 8-K filed with the SEC on June 10, 2011. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that W. P. Carey will file with the SEC in connection with the proposed REIT Conversion and the Merger. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
Additional Information and Where to find it:
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. W. P. Carey intends to file a registration statement on Form S-4 that will include a joint proxy statement / prospectus and other relevant documents to be mailed by W. P. Carey and CPA®:15 to their respective security holders in connection with the proposed REIT Conversion and the Merger. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT W. P. CAREY, CPA®:15 AND THE PROPOSED REIT CONVERSION AND MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials (when they become available) and other documents filed with the SEC free of charge at the SEC’s website (http://www.sec.gov). In addition, these materials (when they become available) will also be available free of charge by accessing W. P. Carey’s website (http://www.wpcarey.com) or by accessing CPA®:15′s website (http://www.cpa15.com). Investors may also read and copy any reports, statements and other information filed by W. P. Carey or CPA®:15, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Proxy Solicitation:
Information regarding W. P. Carey’s directors and executive officers is available in its proxy statement filed with the SEC by W. P. Carey on April 29, 2011 in connection with its 2011 annual meeting of shareholders, and information regarding CPA®:15′s directors and executive officers is available in its proxy statement filed with the SEC by CPA®:15 on April 29, 2011 in connection with its 2011 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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