Hands on shaky deck in his court battle over EMI

The founder of Terra Firma has a lot at stake in his lawsuit against Citigroup over the ailing recording company. But the case should not have much effect on future buyouts.

Two financiers and former friends, the Terra Firma founder Guy Hands and the Citigroup investment banker David Wormsley, are locked in a high-profile and embarrassing battle in the US district courthouse in Manhattan.

But Mr Hands has considerably more at stake.

In the case brought by Terra Firma against Citigroup over the private equity group's 2007 acquisition of the music company EMI, Mr Hands must convince a jury Mr Wormsley and Citigroup defrauded Terra Firma.

In court he has alleged that, just before the private equity company agreed to the £4.2 billion (Dh24.74bn) buyout, Mr Wormsley told him a higher bid from a rival company, Cerberus Capital Management, was in the pipeline.

Citigroup has denied any wrongdoing.

If he succeeds, Mr Hands will be able to pay down some of EMI's £3bn debt and recoup some of the vast amount of his own cash, reportedly between 60 and 70 per cent of his wealth, that he sank into the loss-making company.

He may also save some face with his own investors, who provided £1.6bn to help buy EMI, if he can prove Citi was to blame for his investment in such a dud.

If Mr Hands loses, Terra Firma may be forced to hand over EMI to its creditors at Citigroup, which advised Terra Firma and financed the deal, and the high-profile trial will have only cemented the reputation of Mr Hands as a rich former banker who wants to pass the buck for a terrible investment decision.

If Citigroup loses, it could end up paying a large amount of damages to Terra Firma. While the amount of damages the private equity company is pursuing has not been disclosed, some commentators believe it could be more than US$5bn (Dh18.36bn).

And after being savaged for receiving government bailouts at the peak of the financial crisis, and for the generous bonuses it has handed to employees since, the bank will not be delighted by another blow to its reputation.

But Citigroup will not be too concerned about the possibility of collateral damage to its leveraged finance business at a time when private equity companies are increasingly reliant on securing finance from their banks.

The volume of leverage buyouts has reached $133bn so far this year, Bloomberg data show - a long way short of the volumes registered at the peak of the market, but more than twice the amount recorded in the same period last year.

The size of individual deals is also on the rise.

The buyout company Carlyle Group, which made one of the biggest leveraged buyouts this year when it agreed buy the US nutritional supplement company NBTY for about $3.8bn in July, has just announced another big purchase at $3.9bn, this time of the US telecommunications equipment company CommScope. Most tellingly, for the first time since 2007, banks are happier to increase the amount of loan and high-yield bond financing committed to individual buyouts, which means smaller equity contributions are necessary.

Private equity companies are again busy taking equity out of their businesses, using new leveraged finance transactions to return cash directly to their battle-weary investors through dividend recapitalisations.

In short, Terra Firma's case is hardly going to encourage a herd of disgruntled private equity buyers to launch copycat lawsuits, blaming their bankers for the highly leveraged deals they made in the boom, when these buyers need the same banks to provide cash for leveraged deals they are making now.

But this case could dissuade banks from lending to Terra Firma in the future. And the EMI losses, the result of one of the most ill-timed buyouts ever, could dissuade investors from trusting Terra Firma with their money ever again.

Win or lose, Guy Hands is standing on distinctly shaky ground.