Duff & Phelps

Duff & Phelps, now rebranded as Kroll, is a multinational financial consultancy firm based in New York City. Since Duff & Phelps was founded in 1932, the firm has added more than 30 complementary companies to its portfolio, including the 2018 acquisition of Kroll Inc. The original Duff & Phelps was founded in 1932 by William Duff and George Phelps.

Duff & Phelps, now rebranded as Kroll,
TypeSubsidiary
IndustryProfessional services
Founded1932
Headquarters55 East 52nd Street
New York, NY 10022
U.S.
Key people
Jacob Silverman
Chief Executive Officer
Noah Gottdiener
Executive Chairman
ProductsValuation
Expert services
Investigations
Cyber security
Corporate finance
Restructuring
Legal & business solutions
Data analytics
Regulatory compliance
RevenuePrivate
OwnerKroll Inc.
Number of employees
5,000 [1]
Websitewww.kroll.com

HistoryEdit

Early daysEdit

Duff & Phelps was founded in 1932 by William Duff and George Phelps in Chicago to provide investment research. Since that time, the firm expanded into corporate finance and investment management as well as credit rating. In 1979, Duff & Phelps expanded into investment management (creating what would become Duff & Phelps Investment Management Co. (DPIMC), which was spun off into its own company in 2009 and is no longer a part of the Duff & Phelps Corporation).

In 1984, the company was nearly acquired by Security Pacific Corp. in a $35 million transaction. However, the deal was called off in early 1985 Security Pacific Corp. because of restraints put on the deal by the Federal Reserve Board, which would have precluded the company from issuing public credit ratings.[2][3][4] The company was acquired five years later, in 1989, in a $146 million management buyout. The buyout was backed by Freeman, Spogli & Co., a private equity firm, which controlled approximately two-thirds of the company, and management and employees owning the remaining third of the company's equity. The transaction was highly leveraged, financed with 79% bank borrowings and 15% coupon high-yield bonds.[5] The company was taken public for the first time in 1992 through an initial public offering of stock on the New York Stock Exchange.[6]

By the mid-1990s, Duff & Phelps, which was operating as a publicly traded company, began to focus on its core investment management, financial advisory and corporate finance operations. As a result, in October 1994, the Duff & Phelps's credit rating business, Duff & Phelps Credit Rating Co., was spun off to its shareholders and listed on the New York Stock Exchange.[7] In 2000, Duff & Phelps Credit Rating Co. was acquired by Fitch Group, which later eliminated the use of the Duff & Phelps name.[8]

ExpansionEdit

In 2004, Lovell Minnick Partners sponsored a management buyout of the company, the second time the company had undergone a leveraged buyout transaction, acquiring the company from its then owner, Webster Financial Corporation. As part of the transaction, the company was merged with Stone Ridge Partners, a middle-market investment banking firm.[9][10] In 2005, the company raised equity from Vestar Capital Partners to support the company's acquisition strategy that included the purchase of Standard & Poor's Corporate Value Consulting business as well as Valuemetrics, a financial advisory firm specializing in valuation services founded in 1981.[11] In 2006, it acquired specialty restructuring firm Chanin Capital Partners, LLC.[citation needed]

In 2007, Duff & Phelps completed its second initial public offering raising $133 million and listing the company's shares on the New York Stock Exchange. The IPO provided a partial exit for its two private equity financial sponsors.[12] Also in 2007, the firm formed a strategic alliance with Tokyo-based Shinsei Bank. The firm has continued its acquisition strategy acquiring Dubinsky & Co., a financial consulting company and Kane Reece Associates.[13] In 2010, the firm acquired the consulting business of Dynamic Credit Partners, bringing specialized talent in complex fixed income securities analysis, valuation and litigation support.[14]

In 2007, Duff & Phelps acquired Rash & Associates, a nationwide provider of property tax management services. In 2009, Duff & Phelps acquired Lumin Expert Group, a financial consulting firm specializing in intellectual property dispute support and expert testimony.[15] In June 2010, Duff & Phelps announced it acquired Cole & Partners, a Toronto-based independent financial advisory practice. The acquisition established a Canadian presence for Duff & Phelps and enhanced the firm’s dispute consulting, valuation and corporate finance advisory services.[16] In December, the firm acquired June Consulting Group, a Houston-based advisor to corporate legal departments on technical and operational issues.[citation needed] In July 2011, Duff & Phelps announced it acquired Growth Capital Partners, a Texas-based investment banking firm focused on transactions in the middle market. [17]

In October 2011, Duff & Phelps acquired MCR, a UK-based corporate restructuring and turnaround firm focused on insolvency administration and independent business reviews. The acquisition expanded Duff & Phelps' presence in Europe and enhanced the firm's Global Restructuring Advisory practice.[citation needed] In December 2011, Duff & Phelps agreed to acquire Pagemill Partners, a Silicon Valley-based investment banking and valuation services firm. The acquisition enhanced Duff & Phelps’ Mergers and Acquisitions practice and further developed the firm’s technology industry expertise.[citation needed] In May 2012, Duff & Phelps acquired Harvester Forensics Limited, an investigative and advisory firm based in Toronto.[citation needed] In October 2012, Duff & Phelps acquired Ceteris, an economic consulting firm, and iEnvision Technology, an advisory firm that provides law firms and corporate legal departments with Information Lifecycle Management (ILM) solutions.[citation needed]

Duff & Phelps were appointed Administrators to Rangers F.C., in February 2012, the largest football insolvency in the UK. Following the negotiation of an agreement with the playing squad to sacrifice salaries to help the club, the Administrators completed the transfer of the business and assets to Sevco Scotland Ltd which later renamed The Rangers Football Club Ltd, headed by Charles Green, on June 14, 2012.

On December 30, 2012, Duff & Phelps, announced that it had entered into a definitive merger agreement under which a consortium, comprising controlled affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group. In April 2013, Duff & Phelps began a partnership with the consortium of financial sponsors and transitioned from a public to private entity.[citation needed]

In July 2014, Duff & Phelps acquired the Restructuring and Insolvency Division of RSM Farrell Grant Sparks (“RSM FGS”), one of the largest dedicated restructuring and insolvency teams operating in the Republic of Ireland. The acquisition expanded Duff & Phelps’ Global Restructuring Advisory Practice to include more than 200 professionals across Europe, the U.S. and Canada. In 2015, Duff & Phelps made two significant acquisitions. The first was of Kinetic Partners, a UK-based financial regulatory consulting firm with 200 employees. As a result of this acquisition, Duff & Phelps launched its Financial Regulatory and Compliance practice. The second acquisition was of American Appraisal, a Milwaukee-based valuation company with nearly 1,000 employees globally. This acquisition broadened the type of valuation work Duff & Phelps did in the U.S., specifically in fixed asset management and insurance solutions (FAMIS). In addition to the new locations in the U.S., the acquisition established new locations for the firm in Europe and Asia. The American Appraisal acquisition also included the Real Estate Advisory Group (REAG) business.

In December 2015, Duff & Phelps announced that the University of California’s Office of the Chief Investment Officer would make a significant minority investment in the firm. As part of the transaction, The Carlyle Group and Duff & Phelps’ senior management group increased its investment. Stonepoint Capital LLC, Edmond de Rothschild Group and Pictet Group sold their equity interest in Duff & Phelps.

In January 2016, Duff & Phelps acquired CounselWorks, LLC, a provider of compliance and regulatory services to clients in the alternative asset management sector. CounselWorks joined the firm’s existing Compliance and Regulatory Consulting practice.[citation needed] In April 2016, Duff & Phelps acquired Tregin Solutions, Inc, a legal management consulting firm that assists corporate legal departments and law firm with process, technology and strategy solutions. Tregin Solutions joined Duff & Phelps’ existing Legal Management Consulting practice.[citation needed] In May 2016, Duff & Phelps acquired Corporate Finance Ireland (CFI), a leading corporate finance firm in the Republic of Ireland. The acquisition expanded Duff & Phelps' Irish business to include over 70 professionals specializing in restructuring, insolvency, M&A, compliance and regulatory consulting, fairness opinions, private capital raising and real estate advisory.[18]

KrollEdit

Duff & Phelps acquired Kroll, Inc., an investigations and risk-consulting firm in 2018,[19] and Prime Clerk in 2019.

In January 2020, Duff & Phelps announced that a global investing group led by Stone Point Capital and Further Global has agreed to acquire the company for $4.2 billion.[20][21]

On 30 November 2020, Duff & Phelps announced the acquisition of Borrelli Walsh.[22]

After the acquisition of Kroll, Inc. in 2018, on 24 February 2021, Duff & Phelps announced plans to change the company name to Kroll. Certain Duff & Phelps businesses will operate as “Duff & Phelps, A Kroll Business,” for a period of time during the transition.[23]

ControversiesEdit

In August 2020 in the Court of Session the Scottish Lord Advocate accepted that the prosecution of two Duff & Phelps administrators, Paul Clark and David Whitehouse, after the Rangers F.C. administration in 2012 had been "malicious" and without "probable cause". The court ordered the interim payment of £600,000 costs to the administrators. The administrators sought £20.8 million in damages from the Crown Office and Police Scotland.[24][25]

ReferencesEdit

  1. ^ "About Kroll".
  2. ^ Associated Press. "Security Pacific's Duff & Phelps Bid". The New York Times, January 11, 1984.
  3. ^ "Security Pacific Corp. Calls Off Acquisition of Duff & Phelps". Los Angeles Times, January 10, 1985.
  4. ^ "Security Pacific, Duff Merger Off". The New York Times, January 10, 1985
  5. ^ Berg, Eric N. "A MONEY MANAGER IS IN THE MONEY". The New York Times, September 9, 1989.
  6. ^ "Duff & Phelps Stock Offering". The New York Times, January 21, 1992.
  7. ^ Duff & Phelps Credit Rating Co.. SEC Form 10-K 2006 Annual Report, March 27, 1997
  8. ^ Duff & Phelps Acquired. The New York Times, March 9, 2000.
  9. ^ Duff & Phelps LLC Acquired by Management and Investor Group, March 15, 2004
  10. ^ Company Briefs. The New York Times, March 16, 2004
  11. ^ Duff & Phelps Acquires Valuemetrics; Plans Further Expansion of Financial Advisory and Investment Banking Practice, January 19, 2005
  12. ^ Duff & Phelps files for $200 mln IPO. Reuters, May 23, 2007
  13. ^ Duff & Phelps Buys Kane Reece. Mergers Unleashed, August 1, 2008
  14. ^ "News".
  15. ^ Duff & Phelps-DUF acquires Lumin Expert Group, Thefly.com, 8 November 2008
  16. ^ Ben Dummett, Duff & Phelps Eyes Canada With Cole & Partners Acquisition, Wsj.com, 15 June 2010
  17. ^ Bill Hethcock, Duff & Phelps acquires Growth Capital Partners, Bizjournals.com, 5 July 2011
  18. ^ Corporate Finance Ireland bought by US firm Duff & Phelps, Rte.ie, 22 May 2016
  19. ^ Banerji, Gunjan (March 13, 2018). "Duff & Phelps to Buy Corporate-Investigations Firm Kroll". The Wall Street Journal. The New York Times, New York City, United States. Retrieved March 17, 2018.
  20. ^ "Investor group to buy financial services firm Duff & Phelps for $4.2 billion". Reuters. January 22, 2020. Retrieved March 18, 2020.
  21. ^ "Duff & Phelps to be Acquired by Global Investor Consortium for $4.2 Billion". Bloomberg.com. January 22, 2020. Retrieved March 18, 2020.
  22. ^ Michael Patrini, Duff & Phelps’ Acquisition Of Borrelli Walsh, Globallegalchronicle.com, 15 January 2021
  23. ^ "Duff & Phelps Announces Plans to Unify Company Under Kroll Brand".
  24. ^ Mulholland, James (August 26, 2020). "Rangers administrators awarded £600k after crown admit 'malicious' prosecution which breached their human rights". Daily Record. Retrieved August 26, 2020.
  25. ^ Cameron, Greig (September 26, 2020). "Rangers pair arrested 'maliciously'". The Times. London. Retrieved September 1, 2020.