An American-Made Business Model Has Less Success Overseas

For years, the titans of finance have held out the promise that they could export their business model overseas and mint billions in the process. Yet, there are increasing signs that global deal-making was always a myth.

If you’ve been anywhere near a Wall Street conference in the last five years, you know the drill. Deal makers bemoan the United States as a mature and overregulated economy. They talk about heading abroad, as emerging market economies leave us far behind. To listen to them, one might think the rest of the world was a paradise out of “Atlas Shrugged,” where capital flows and where private equity, investment banks and other investors can freely seek opportunities.

So what country is No. 1 in initial public offerings so far this year? Yes, it is the United States, according to Renaissance Capital, with 75 I.P.O.’s raising $39 billion in total. Compare this activity with China, where 41 I.P.O.’s raised just $8.1 billion.

M&AS

And in mergers and acquisitions? Again, it is the United States, with 53 percent of the worldwide deal volume, up from 51 percent from last year, according to Dealogic. For investment banks, this means that the United States has a 46 percent share of the $63 billion in worldwide investment banking revenue, up from 34.6 percent in 2009.

With the slowdown in once-hot emerging markets, the tide is going out, baring all of the problems and issues associated with global deal-making.

China is a prime example. Huge amounts of foreign and state investment produced an economic miracle. And in that time, wealth was there to be had.

But let’s be clear about where that wealth came from. In the United States, deal makers make money primarily by buying underperforming assets, adding some financial wizardry and riding any improvements in the stock market. Sometimes, they get lucky by making a quick profit, but often private equity works to squeeze out inefficiencies and make operating improvements in companies and then takes them public a few years later.

China's situation

In China, what increasingly appears to have been a stock market and asset bubble spurred by hundreds of billions in direct investment has created some spectacular early profits for deal makers. The private equity firm Carlyle Group, for example, has made an estimated $4.4 billion on an investment in China Pacific Insurance, which it took public on the Hong Kong Stock Exchange.

But now, with the Chinese I.P.O. market at a virtual standstill and the Shanghai market down more than 30 percent from its high last year, that avenue to riches is over. People are starting to say that investment in China resembles a “No Exit” sign.

Deal makers are left with a back-to-basics approach that looks to make money from companies through economic growth or improving their performance. Yet most of these investments are made with state actors and minority positions, meaning that there may be little opportunity to actually do anything more than sit and wait and hope. And you know what they say about hope as a strategy.

It appears that deal makers are starting to realize the problem. Foreign direct investment in China was down 3.67 percent from last year to $9.6 billion, and it is likely to remain on a downward trend.

And China has been among the friendliest places for deal makers. Other emerging markets have been less accommodating. Take India, which has been criticized for excessive regulation, high taxes and ownership prohibitions. David Bonderman, the head of the private equity giant TPG Capital, recently said that “we stay away from places that have impossible governments and impossible tax regimes, which means sayonara to India.”

Foreign issues

The comment about India highlights another problem with foreign deal-making: it’s foreign. Sometimes, the political winds change and local governments that initially welcomed investment change their minds.

South Korea, for example, invited foreign capital to invest in its battered financial sector after the Asian currency crisis. But when Lone Star Investments was about to reap billions in profits on an investment in Korea Exchange Bank, a legal battle almost a decade long erupted as Korean government officials accused the fund of vulture investing.

And the political problems are sometimes not directed at foreign investors. South Africa, for example, is undergoing the kind of political turmoil that can stop all foreign investment in its tracks over treatment of its workers and continuing income inequality. Things are not much better in the more mature economies.

Economic doldrums

Europe is in the economic doldrums, and its governments are increasingly protectionist of both jobs and industry. France, for example, recently threatened to nationalize a factory owned by ArcelorMittal, which sought to shut down two furnaces.

The national minister said the company was “not welcome.” It’s hard to see a deal maker profiting from buying an inefficient enterprise that it can’t clean up without risking national censure.

Buying at a low is the lifeblood of any investment strategy — but this assumes that there will be an uptick, and on the Continent, that is uncertain given the state of Greece and the other indebted economies in Southern Europe.

This is all a far cry from the oratory vision-making at conferences. Now that the global gold rush has ended, the belief that the American way of doing deals is portable is being upended.

Fragmented world

We are left with a fragmented world where capital moves not so freely, the problems of politics and regulation are more prominent and investing in emerging markets becomes what it always has been: the province of more specialized investors who are in tune with the political and regulatory requirements. Regardless, the easy riches that many thought these countries would bring are now far out of sight.

And the winner in all of this is likely to be the much-maligned United States, where the economic conditions and regulatory environment first gave birth to these deal makers.

This is not to say that there will still not be global deal-making or that American multinationals will not continue to expand abroad. Of course, there will still be profits in deals overseas. But the vision that deal-making will instantly and seamlessly go global is increasingly exposed as one that was more a fairy tale than reality.- IHT/NYT

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Steven M. Davidoff, a professor at the Michael E. Moritz College of Law at Ohio State University, is the author of “Gods at War: Shotgun Takeovers, Government by Deal and the Private Equity Implosion.” E-mail: dealprof@nytimes.com | Twitter: @StevenDavidoff