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Caution kills the Golden Goose IPO

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Caution kills the Golden Goose IPO

Even association with Taylor Swift couldn’t save Golden Goose’s IPO.

The Italian company, known for its high-end, distressed sneakers, today shocked the market by announcing the withdrawal of its nearly €600mn flotation in Milan.

This offering seemingly had everything going for it: star power, fashion appeal, exceptional financial performance, and a €100m cornerstone order from Invesco. The IPO was touted as one of the highlights of 2024.

It got off to a brisk start. The offering was covered throughout the range within the first hour of bookbuilding. Syndicate bankers talked up the “number of quality, long-only international investors” prepared to anchor the transaction. And all this was happening against a backdrop of excellent European IPO performance, with shares in microcomputer maker Raspberry Pi rising nearly 50 per cent since its London debut last week.

Despite these promising signs, the IPO faced a stark reality: the order book lacked demand from fundamental, “long-only” institutions. And Golden Goose’s controlling shareholder Permira couldn’t afford another capital markets turkey after the London flotation of Doc Martens.

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The first sign that something was amiss came when the price range was announced last week. Briefed by deal participants, the financial media had talked about a €3 billion enterprise value, implying an equity value north of €2.5bn after deducting net debt, and in any case a substantial premium to Italian jacket maker Moncler.

Yet the market cap implied by the price range was €1.69-1.86bn, which came in “below expectations” and amounted to a 25-30 per cent discount to Moncler’s multiples. Then yesterday morning, the syndicate banks told investors that the IPO would price near the bottom of the range at €9.75 per share.

The seven (!) IPO bookrunners sought to reassure the market, insisting that the offering had been multiple times oversubscribed at and above that level. There is absolutely no reason to doubt the veracity of that statement. But there’s every reason to ask what this “market colour” actually means: it’s obvious a lot of that demand consisted of puffed-up orders from long-short hedge funds who play the new issue calendar, along with a smattering of interest from family offices and private banking accounts. Except for Invesco, the book was bloated with empty carbohydrates and was lacking in protein.

Why was the deal such a slog? Golden Goose’s flotation faced headwinds from the 3Ms: (Doc) Martens, midcap, and Macron.

One of the perennial debates in the capital markets is whether sellers are penalised if they stuff investors on a previous deal. The conventional answer is no: Memories are short, attractive opportunities can be too good to miss, and investors are paid to make money, not rake over the past. A good example involves the recent flotation success by buyout firm CVC.

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Weeks before it went public, investors had been jammed with stock in the Frankfurt IPO of CVC-backed perfumer retailer Douglas, only for the share price to plummet. But investors flocked to CVC’s own IPO in Amsterdam, and virtually nobody mentioned Douglas. The reason is that CVC was seen as a best-in-class asset and the price range was pitched at a substantial discount to its peers.

Permira was not let off the hook quite so easily. According to several investors and bankers, some fund managers demanded a “Permira discount” to reflect its mixed reputation in the capital markets. Although the banks probably soft-pedalled the investor feedback, the Permira team must have known that its performance history was an issue with the buyside.

Like a lot of private equity houses, Permira has an uneven track record with European IPOs.

When it floated German software company TeamViewer in 2019 and Polish e-commerce firm Allegro in 2020, shares in both companies performed well for a while, although they are both well below their IPO price today.

However, it is the collapse in the share price of another Permira-owned footwear company, the UK’s Doc Martens, that cast a shadow over Golden Goose’s flotation. Permira sold around a third of Doc Martens in early 2021 in a heavily oversubscribed stock market debut, and the stocks urged and indeed stayed above IPO price for almost a year — long enough for Permira to sella nother 7 percent in early 2022.

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All in all, Permira was able to take £1.26bn off the table. But since then Doc Martens has issued five profit warnings, causing the London-listed shares to tumble over 80 per cent from their initial offer price.

It was particularly unfortunate that Doc Martens halved its dividend and announced a big fall in earnings on the same day that Golden Goose announced its intention to float.

Against that backdrop, Golden Goose wasn’t an attractive enough company for investors to cut Permira much slack. It is perceived as an pretty good — but not a must-own — asset: several investors cited, for example, fashion risk and product concentration, along with its small size and niche market position, as key concerns, and stock would be a midcap in Milan, with limited liquidity in the after-market.

And this leads to the next issue for European flotations: midcap IPOs have less margin for error. Investors have seen how volumes dry up and so are careful not to take on too large of a position. They also demand greater price concessions.

One problem with the deal is that even at just under €600mn (including greenshoe), the deal size was probably too large. The offering consisted of €100mn for Golden Goose and a sale of up to €495mn for Permira. Ideally, you’d allocate about €400mn (two-thirds) to fundamental or “long only” fund managers. The €100mn Invesco cornerstone order could be filled, but it’s awkward to allocate more than 50 per cent to other long-only investors — you need them to buy in the after-market and you’ve told them anyway the deal is several times oversubscribed.

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That means (ex-Invesco) the underwriters needed roughly €600m of gross long-only demand — a tall ask for a €1.75bn market cap. The right move would have been to reduce the size of Permira’s sale, even at the cost of some after-market liquidity.

Whatever the case, the IPO didn’t come close to generating the necessary fundamental demand. The big mutual fund complexes appeared to have shied away.

In other words, the deal may have been oversubscribed, but if the underwriters had put out the deal stock, Golden Goose would have almost certainly laid a big egg. A double-digit percentage decline on the first day would’ve been a bad look for a luxury firm and a devastating reputational event for Permira.

So much for deal dynamics and tactics. A third factor weighed on the deal, and it was outside the control of Golden Goose, Permira and the army of underwriters: the day after Golden Goose set its price range, French President Emmanuel Macron called a snap parliamentary election after far-right parties had outperformed in European elections.

The announcement came at an inopportune time. American investors had been pouring into Europe like cruise ship passengers disembarking in Venice. And luxury is one of the sectors that Europe excels in and US funds just can’t find on domestic exchanges. The Golden Goose deal was set up to appeal to the big US money managers.

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But Macron’s announcement triggered a sell-off in European equities, including luxury names — not a bloodbath but enough to give pause to American investors. The main valuation peer, Moncler, traded down by seven per cent during Golden Goose’s offer. US participation in European IPOs is sometimes derisively called “tourist money”, and tourists tend to return home at the first whiff of political trouble.

In sum, Permira and Golden Goose probably did the market a big favour by pulling the deal and sparing investors an immediate mark-to-market loss. The failed flotation leaves an open verdict as to whether the market is open to the substantial number of midcap IPOs in the pipeline.

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Trump sues IRS and Treasury for $10 billion over leaked tax information

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Trump sues IRS and Treasury for  billion over leaked tax information

The Internal Revenue Service building May 4, 2021, in Washington.

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WASHINGTON — President Donald Trump is suing the IRS and Treasury Department for $10 billion, as he accuses the federal agencies of a failure to prevent a leak of the president’s tax information to news outlets between 2018 and 2020.

The suit, filed in a Florida federal court Thursday, includes the president’s sons Eric Trump and Donald Trump Jr. and the Trump organization as plaintiffs.

The filing alleges that the leak of Trump and the Trump Organization’s confidential tax records caused “reputational and financial harm, public embarrassment, unfairly tarnished their business reputations, portrayed them in a false light, and negatively affected President Trump, and the other Plaintiffs’ public standing.”

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In 2024, former IRS contractor Charles Edward Littlejohn of Washington, D.C. — who worked for Booz Allen Hamilton, a defense and national security tech firm — was sentenced to five years in prison after pleading guilty to leaking tax information about Trump and others to news outlets.

Littlejohn, known as Chaz, gave data to The New York Times and ProPublica between 2018 and 2020 in leaks that appeared to be “unparalleled in the IRS’s history,” prosecutors said.

The disclosure violated IRS Code 6103, one of the strictest confidentiality laws in federal statute.

The Times reported in 2020 that Trump did not pay federal income tax for many years prior to 2020, and ProPublica in 2021 published a series about discrepancies in Trump’s records. Six years of Trump’s returns were later released by the then-Democratically controlled House Ways and Means Committee.

Trump’s suit states that Littlejohn’s disclosures to the news organizations “caused reputational and financial harm to Plaintiffs and adversely impacted President Trump’s support among voters in the 2020 presidential election.”

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Littlejohn stole tax records of other mega-billionaires, including Jeff Bezos and Elon Musk.

The president’s suit comes after the U.S. Treasury Department announced it has cut its contracts with Booz Allen Hamilton, earlier this week, after Littlejohn, who worked for the firm, was charged and subsequently imprisoned for leaking tax information to news outlets about thousands of the country’s wealthiest people, including the president.

Treasury Secretary Scott Bessent said at the time of the announcement that the firm “failed to implement adequate safeguards to protect sensitive data, including the confidential taxpayer information it had access to through its contracts with the Internal Revenue Service.”

Representatives of the White House, Treasury and IRS were not immediately available for comment.

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Map: 4.2-Magnitude Earthquake Shakes Montana

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Map: 4.2-Magnitude Earthquake Shakes Montana

Note: Map shows the area with a shake intensity of 3 or greater, which U.S.G.S. defines as “weak,” though the earthquake may be felt outside the areas shown.  All times on the map are Mountain time. The New York Times

A light, 4.2-magnitude earthquake struck in Montana on Thursday, according to the United States Geological Survey.

The temblor happened at 12:41 p.m. Mountain time about 7 miles northeast of Malmstrom Air Force Base, Mont., data from the agency shows.

As seismologists review available data, they may revise the earthquake’s reported magnitude. Additional information collected about the earthquake may also prompt U.S.G.S. scientists to update the shake-severity map.

Source: United States Geological Survey | Notes: Shaking categories are based on the Modified Mercalli Intensity scale. When aftershock data is available, the corresponding maps and charts include earthquakes within 100 miles and seven days of the initial quake. All times above are Mountain time. Shake data is as of Thursday, Jan. 29 at 2:56 p.m. Eastern. Aftershocks data is as of Thursday, Jan. 29 at 5:42 p.m. Eastern.

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Medicare Advantage insurers face new curbs on overcharges in Trump plan

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Medicare Advantage insurers face new curbs on overcharges in Trump plan

Dr. Mehmet Oz leads the Centers for Medicare & Medicaid Services. A CMS plan to keep payments to Medicare Advantage flat in 2027 roiled health insurance stocks this week.

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Medicare Advantage health plans are blasting a government proposal this week that would keep their reimbursement rates flat next year while making other payment changes.

But some health policy experts say the plan could help reduce billions of dollars in overcharges that have been common in the program for more than a decade.

On Jan. 26, Centers for Medicare & Medicaid Services officials announced they planned to raise rates paid to health plans by less than a tenth of a percent for 2027, far less than the industry expected. Some of the largest, publicly traded insurers, such as UnitedHealth Group and Humana, saw their stock prices plummet as a result, while industry groups threatened that people 65 and older could see service cuts if the government didn’t kick in more money.

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In Medicare Advantage, the federal government pays private insurance companies to manage health care for people who are 65 and older or disabled. 

“Chart reviews”

Less noticed in the brouhaha over rates: CMS also proposed restricting plans from conducting what are called “chart reviews” of their customers. These reviews can result in new medical diagnoses, sometimes including conditions patients haven’t even asked their doctors to treat, that increase government payments to Medicare Advantage plans.

The practice has been criticized for more than a decade by government auditors who say it has triggered billions of dollars in overpayments to the health plans. Earlier this month, the Justice Department announced a record $556 million settlement with the nonprofit health system Kaiser Permanente over allegations the company added about half a million diagnoses to its Advantage patients’ charts from 2009 to 2018, generating about $1 billion in improper payments.

KP did not admit any wrongdoing as part of the settlement.

“I do think the administration is serious about cracking down on overpayments,” said Spencer Perlman, a health care policy analyst in Bethesda, Maryland.

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Perlman said that while the Trump administration strongly supports Medicare Advantage, officials are “troubled” by plans that rake in undue profits by using chart reviews to bill the government for medical conditions even when no treatment was provided.

In a news release, CMS Administrator Mehmet Oz said curbing this practice would ensure more accurate payments to the plans while “protecting taxpayers from unnecessary spending that is not oriented towards addressing real health needs.”

“These proposed payment policies are about making sure Medicare Advantage works better for the people it serves,” Oz said.

Richard Kronick, a former federal health policy researcher and a professor at the University of California-San Diego, called the proposal “at least a mildly encouraging sign,” though he said he suspected health plans might eventually find a way around it.

Kronick has argued that switching seniors to Medicare Advantage plans has cost taxpayers tens of billions of dollars more than keeping them in the government-run Medicare program, because of unbridled medical coding excesses. The insurance plans have grown dramatically in recent years and now enroll about 34 million members, or more than half of people eligible for Medicare.

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David Meyers, an associate professor at the Brown University School of Public Health, called the proposed restriction on chart reviews “a step in the right direction.”

“I think the administration has been signaling pretty strongly they want to cut back on inefficiencies,” he said.

The outcry from industry, mostly directed at the proposal to essentially hold Medicare Advantage payment rates flat, was quick and sharp.

“If finalized, this proposal could result in benefit cuts and higher costs for 35 million seniors and people with disabilities when they renew their Medicare Advantage coverage in October 2026,” said Chris Bond, a spokesperson for AHIP, formerly known as America’s Health Insurance Plans.

CMS is accepting public comments on the proposal and says it will issue a final decision on the payment rates and other provisions by early April.

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Meyers said health plans often claim they will be forced to slash benefits when they aren’t satisfied with CMS payments. But that rarely happens, he said.

“The plans can still make money,” he said. “They mostly are very profitable, just not as profitable as shareholders expected.”

The government pays Medicare Advantage plans higher rates to cover sicker patients. But over the past decade, dozens of whistleblower lawsuits, government audits, and other investigations have alleged that health plans exaggerate how sick their customers are to pocket payments they don’t deserve, a tactic known in the industry as “upcoding.”

Many Medicare Advantage health plans have hired medical coding and analytics consultants to review patients’ medical charts to find new diagnoses that they then bill to the government. Medicare rules require that health plans document — and treat — all medical conditions they bill.

Yet federal audits have shown for years that many health plans’ billing practices don’t hold up to scrutiny.

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A December 2019 report by the Department of Health and Human Services inspector general found that the health plans “almost always” used chart reviews to add, rather than delete, diagnoses. “Over 99 percent of chart reviews in our review added diagnoses,” investigators said.

The report found that diagnoses reported only on chart reviews — and not on any service records — resulted in an estimated $6.7 billion in payments for 2017.

This week’s proposal is not the first time CMS has tried to crack down on chart reviews.

In January 2014, federal officials drafted a plan to restrict the practice, only to abruptly back off a few months later amid what one agency official described as an “uproar” from the industry.

The health insurance industry has for years relied on aggressive lobbying and public relations campaigns to fight efforts to rein in overpayments or otherwise reduce taxpayers’ costs for Medicare Advantage.

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What happens this time will say a lot about the seriousness of the Trump administration in its crack down on controversial, long-standing payment practices in the program.

Perlman, the policy analyst, said it is “quite common” for CMS to partially backtrack when faced with opposition from the industry, such as by phasing in changes over several years to soften the blow on health plans.

David Lipschutz, an attorney with the Center for Medicare Advocacy, a nonprofit public interest law firm, said finalizing the chart review proposal “would be a meaningful step towards reining in overpayments to Medicare Advantage plans.

“But in the past, he said, even a minor change to Advantage payments has led the industry to protest that “the sky will fall as a result, and the proposal is usually dropped.”

“It’s hard to tell at this stage how this will play out,” Lipschutz said.

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KFF Health News is a national newsroom that produces in-depth journalism about health issues and is one of the core operating programs at KFF.

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