UPDATE 1-EIG ending challenge to sale of TCW to Carlyle

Wed Jan 16, 2013 4:42pm EST

* EIG to no longer pay TCW on future funds

* Carlyle/TCW deal to be completed in "near future"

By Jessica Toonkel

NEW YORK, Jan 16 (Reuters) - EIG Global Energy Partners LLC has agreed to drop its opposition of the sale of its former parent, asset manager TCW Group Inc, to private equity firm Carlyle Group, marking the end of a four-month legal battle.

Under an agreement announced on Wednesday, EIG, a manager of $10.3 billion in energy investments that was spun off from TCW in 2011, is acquiring TCW's economic interests in any new funds EIG introduces in the future and will no longer make payments to TCW on those funds, according to a statement released Wednesday.

"We are supportive of TCW's acquisition by Carlyle and TCW management and will assist in its completion," said Blair Thomas, EIG founder, in the statement announcing the agreement. "This completes our consensual spin-off form TCW, begun two years ago, and we are excited to move forward as a fully independent company."

An EIG spokeswoman did not return a call asking about the details of the agreement. Spokesmen for TCW and Carlyle declined to comment.

In August, Carlyle said it was buying a majority stake in TCW from Societe Generale, with the rest of the firm going to management. But days after the deal was announced EIG filed a suit against its former parent, opposing the sale.

The suit claimed the deal violated a stipulation of its agreement with TCW that TCW would not compete with EIG. Like EIG, Carlyle has energy-focused buyout funds.

In December, a federal judge in Los Angeles ruled that the deal could proceed, but she ordered the creation of a special trust to house payments that EIG had been making to TCW under their spin-off agreement, pending an arbitration hearing.

That hearing was scheduled for Jan. 28, according to a person familiar with the situation, who wished to remain anonymous because that person was not allowed to talk to the press.

The judge's decision to separate EIG's payments into a special trust outside of TCW, raised questions about whether Carlyle's acquisition of the $138 billion firm would be as lucrative as initially hoped.

At least a sixth of TCW's profit stems from those payments, according to TCW December 2012 documents to lenders viewed by Reuters.

But under the terms of the agreement announced Wednesday, EIG will continue making payments to TCW on its existing funds. EIG pays TCW 33 percent of its management fees on existing funds, according to the documents to lenders.

However, the firm is acquiring TCW's stake in new funds it introduces in the future and will no longer have to make payments on those funds. Under the original agreement with TCW, TCW was supposed to receive 20 percent of EIG's fees on future funds, according to the documents for lenders reviewed by Reuters. The terms of EIG's acquisition of TCW's economic interest in new funds were not disclosed.

"The agreement protects the interests of investors in the Energy Funds, allows TCW to maintain its economic interest in existing funds, and guarantees EIG's investment team will continue to manage the funds as it has in the past."

The TCW-Carlyle deal is expected to close in the "near future," according to the press release.

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.