SEC Warns Fenway Partners of Possible Action; Private-equity firm warned over disclosure of expenses, fees
Updated April 3, 2015 1:48 p.m. ET
Fenway Partners LLC has been warned that U.S. securities regulators may take action against the New York private-equity firm over its disclosure of expenses, fees and other financial information, according to people familiar with the matter.Fenway told pension funds and other investors in March that the Securities and Exchange Commission had sent it a so-called Wells notice, which the agency uses to alert people and firms that it may take action against them, such as bringing a civil lawsuit, the people said.
The notice comes amid widespread examinations of private-equity firms by the SEC. Such firms buy companies using debt and money pooled from their investors, which include public pension funds, endowments and wealthy individuals.
SEC officials last year publicly blasted the private-equity industry for providing fund investors with inadequate disclosure of the fees they are charged. They have said agency examiners have found potential violations or weakness in the way fees and expenses are disclosed more than half of the time.
So far, SEC enforcement actions against the firms have been fairly limited, however. In the most high-profile instance to date, KKR & Co., a much larger firm than Fenway, said earlier this year in a securities filing that it is in settlement talks with the SEC over how it allocated some expenses between 2006 and 2011.
In September, the SEC brought a case against Lincolnshire Management, accusing the small New York firm of breaching its fiduciary duty by allocating expenses in a way that improperly benefited investors in one fund over those in another. Lincolnshire neither admitted nor denied the allegations but agreed to pay $2.3 million to settle the charges. SEC officials have said more such cases will emerge.
Receiving a Wells notice doesn’t guarantee SEC action. The Wall Street Journal reported in 2013 that during the two-year period ended September 2012, about 20% of people who received the warnings ended up not facing charges. The notices are intended to bring out recipients’ best defense ahead of a possible suit, which sometimes convinces the government not to act, or to water down charges.
Fenway is a relatively small firm, founded in 1994, that invests in midsize companies. In its heyday, the firm bought well-known companies, including Simmons Bedding Co. and jeweler Harry Winston Inc. In 2006, Fenway paid about $400 million for athletic-equipment maker Easton-Bell Sports Inc., whose Riddell brand supplies the majority of helmets worn by National Football League players. The firm shopped Easton-Bell last year before instead deciding to sell off pieces of the business separately. Last year, it sold units that make cycling and hockey gear.
Between its founding and 2006, Fenway raised three buyout funds ranging in size from $500 million to $900 million. Despite some lucrative deals, the funds have been middling performers. None has returned better than 1.5 times investors’ money, according to public pension-fund data, and Fenway has told investors it wouldn’t raise another.