Alarms sounded all over Wall Street in March of last year when word leaked that BCE, parent of phone giant Bell Canada, was in buyout talks with Kohlberg Kravis Roberts. The news that such a rich prize—BCE had a market cap of $25 billion—was in play set KKR competitors like Blackstone, Cerberus, and Carlyle scrambling to get in on the action.
Watching this drama unfold with a measure of both confidence and concern was Jonathan Nelson, CEO of Providence Equity Partners, a smaller and considerably less flashy firm based, yes, in poor little Rhode Island’s capital. Providence had been quietly courting BCE, paying friendly visits to the management team since 2004. (Providence had put money into MetroNet, a Bell Canada rival, and had seen firsthand how dominant the larger firm was.) Providence also knew that local law required the company to be majority-held by Canadians, and in 2006 it had started exploring a BCE buyout with the Ontario Teachers’ Pension Plan—a longtime Providence investor and also BCE’s largest shareholder. The fact that KKR was now in the hunt did not surprise Nelson—naturally BCE was going to shop itself to drive up the price. But he immediately got on the phone with Jim Leech, the head of Ontario Teachers’, to review their strategy. “Of course we were concerned,” he tells Fortune, in a rare interview. “But we had spent two years studying the company, we had the ideal partner in Teachers’, we had three times before invested in a national phone company, and our banks were underwriting all the debt financing. For these reasons we believed that we should come out on top.”
Sure enough, most of the other major equity shops soon backed away when they were unable to secure sufficient Canadian backing. And in late June of last year BCE agreed to be acquired by Providence, Ontario Teachers’, and a third partner, Madison Dearborn, for a record-setting $33 billion, or $48.5 billion including debt. The decline in the U.S. dollar has raised the total to $51.5 billion (as of May 8).
The deal was a triumph. Not only had Providence pulled off what would be the biggest leveraged buyout in history, it had outmaneuvered KKR to boot. The coup validated Nelson’s strategy of focusing on media and communications and cultivating deep, long-term relationships with the industry’s key players. And it launched Providence into the top tier of private equity firms.
But don’t schedule the victory parade just yet. Just as Providence snagged its prize, the credit markets started to unravel. With the deal slogging through a regulatory review, Providence’s partners have had to reassure investors that their newly cautious lenders, folks like Citigroup, Deutsche Bank, and RBS, will honor commitments to finance the huge buyout. Meanwhile Nelson has his own headaches. Providence had to sue one of its lenders, Wachovia, to ensure financing of its $1 billion acquisition of 56 television stations from Clear Channel Communications. And he has been working overtime on Metro-Goldwyn-Mayer, the movie studio that Providence bought in 2005 with Sony, Comcast, and other partners. MGM has missed financial targets, struggled to find a winning strategy, and released bomb after bomb, a streak that could well continue with the forthcoming Valkyrie, in which Tom Cruise plays an eye-patch-wearing Nazi.
So Jonathan Nelson finds himself at a crossroads. His firm has morphed from boutique to megafund: It now ranks No. 9 on Fortune‘s private-money power list, ahead of well-known names like Cerberus and Thomas H. Lee. And it’s a major player in the media business, with a portfolio of 41 companies, including MGM, television network Univision, and several cable TV and wireless phone companies. Nelson, 51, a mild-mannered man who has enjoyed working in relative obscurity far from the bustle of Wall Street, concedes that he will no longer be able to maintain the low profile and underdog status that was a competitive advantage for so many years. Moreover, Providence’s strong track record and mega-investment pool (at $12 billion, its newest fund is three times larger than the previous one) brings intense scrutiny and outsized expectations. Will Nelson thrive under this unaccustomed pressure? One friend, media billionaire (and Univision chairman) Haim Saban, thinks the answer is yes. Don’t be fooled by his “gentle, soft-spoken” style, says Saban. “This is a guy who goes helicopter skiing in Greenland, who once dove under his boat because a propeller got caught in seaweed. This is a guy who enjoys a real challenge.”
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YOU COULD CALL JONATHAN M. NELSON the accidental investment banker. He didn’t plan on becoming a master of the universe à la KKR’s Henry Kravis or Blackstone’s Steve Schwarzman. In fact, he says proudly, he didn’t plan to do much of anything at all. “You can’t at the outset connect the dots,” Nelson told a group of students and parents at a Brown University parents’ weekend last year. “Life does not and should not work that way.” This surely dismayed some parents, who probably had hoped a successful financier would have more practical advice for the young Ivy Leaguers. But the random path certainly worked for him.
The son of an orthodontist, Nelson grew up comfortably middle class in Providence. When it came time for college, he didn’t go far, choosing Brown, where he was Mr. Liberal Arts, supplementing his economics studies with music courses and a stint at a local radio station as a jazz deejay. After graduating in 1977, he stumbled into a job at Wellman, a Boston-based specialty-chemical maker. A friend who worked there set him up on a job interview—Nelson claims he just went to practice his interview skills—and he ended up spending about three years helping manage the company’s Asian operations.
He left Wellman, lived in Europe for a year, and decided to go back to school. After earning an MBA at Harvard in 1983, Nelson landed at a private equity firm called Narragansett Capital, where his first deal was having Narragansett buy his former employer, Wellman. Founder Bud Wellman was ready to cash out, and the deal was huge success: Narragansett made 20 times its original investment in about three years.
After several years at Narragansett, during which he focused on local media companies, Nelson decided to strike out on his own—but not too far, of course. In 1991 he and a few Narragansett pals, including Glenn Creamer, formed Providence with a plan to concentrate on telephone and cable companies, which were fragmented at the time and just starting to consolidate.
It was a tough time to raise money. The U.S. economy was in the tank, and while Creamer and Nelson had a strong track record at Narragansett, they nonetheless were asking investors to take a risk on a specialized firm. Most pension funds and institutions were more comfortable with big generalist outfits with diverse portfolios. But the ones that took a chance on Providence—including Ontario Teachers’ and Calpers—were well rewarded. Providence would not provide the data and won’t comment on returns. But according to documents seen by Fortune, its first four funds notched annual returns of 47%, 111%, 21%, and 56%, respectively, before fees (the typical Providence fund lasts about five years). One fund-of-funds manager says these results put Providence in the top decile of private-money players. “They have some of the best returns of any of the megafunds,” this manager says. “It’s a damn fine performance.”
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IN ITS EARLIEST DAYS Providence mostly provided growth capital to growing businesses such as upstart cellular company Western Wireless or Brooks Fiber, a local phone company trying to take on the monopoly operators. Those young companies certainly enriched Providence. For example, it put $63 million into VoiceStream starting in 1992 and reaped more than ten times that amount when Deutsche Telekom bought the company in 2000. But the burgeoning firms also provided inspiration. Watching entrepreneurs like Western Wireless CEO John Stanton as they strove to build a business spurred Nelson and his partners to think about themselves as more than mere financiers. “It isn’t just about money; it is about creating an enduring franchise,” says Creamer earnestly, as we sit in Providence’s modest offices, adorned with nautical paintings, in a downtown high-rise. “We think we’ve done that.”
A key part of building that franchise has been maintaining an atmosphere of collegiality. Indeed, politeness seems to be a core value. Providence is only 180 miles from New York City, but it is light-years from the rough-and-tumble mentality of most Wall Street trading floors. Paul Salem, a senior managing director who joined the firm in 1992, tells the story of a CEO who was rude on the phone to one of the office assistants. “That’s not a guy we want to do business with,” Salem says.
But as the firm grows—it now employs 65 investment professionals in offices in New York, Los Angeles, Hong Kong, London, New Delhi, and of course Providence, Nelson frets openly about maintaining the more-than-moneymen culture he’s tried to achieve. During our first meeting, at Providence’s New York City offices in Lever House on Park Avenue, the word “institution” keeps coming up. So I ask if he’d be melancholy if, say, he came back 20 years after retirement and found Providence had become a big, faceless institution like a Goldman Sachs or a J.P. Morgan Chase. He thinks for a moment and says, “If I stopped someone in the hallway to ask directions and the person had no idea about my prior role at the firm but was polite and helped me out, I’d say, ‘I am absolutely okay with this.'”
Providence’s clients certainly seem to be okay with the firm’s low-key vibe—indeed, it’s something of a competitive advantage. “Those of us in regular business tend to think of private equity as having the mentality, ‘What’s mine is mine, and what’s yours is mine,'” says Howard Stringer, CEO of Sony, which partnered with Providence in the MGM buyout. “The thing about Jonathan is that he maintains relationships, and that’s what generates a level of trust for him that others don’t enjoy.”
Nelson’s self-effacing style has won him friendships with media elite such as Stringer and News Corp.’s Peter Chernin. “Jonathan is somebody who is comfortable in his skin,” says Dick Parsons, chairman of Time Warner, Fortune‘s parent. “He doesn’t have that mogul or movie star gene that drives him to be the show, the story, the centerpiece.” That probably is a competitive advantage too. “These big egos are not looking to partner with another big ego,” says James B. Lee Jr., vice chairman of J.P. Morgan Chase. “They are looking to partner with someone who will work well with them.” Indeed, Nelson is one of the few outside bankers invited to mingle with the media heavyweights at Allen & Co.’s annual retreat in Sun Valley, Idaho. Of course, controlling companies with combined annual revenue of $55 billion, Providence is arguably as significant a presence on the media landscape as, say, Time Warner or Viacom.
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HE’S A FAMILIAR FIGURE in that rarefied orbit, but Nelson is surprisingly anonymous in his hometown; he says he has never once been interviewed by the city’s paper, the Providence Journal. “In Providence, among people who follow business, everybody of course knows about the firm and its success and that he’s the top guy there, but that’s about it,” says Ralph Wales, headmaster of the Gordon School, a private school Nelson attended. “Jonathan is a very private man.” He declines, for example, to talk about a particularly difficult period in his life when his first wife died and he became the primary caregiver for his three young daughters (he remarried in 2004).
That’s not to say Nelson doesn’t have any ego, especially where his firm’s track record is concerned. “He’s not an ostentatious guy who likes having his name on the front page of newspapers,” says an executive who knows Nelson well. “But Jonathan flies in a private jet, and he wants you to write an article that says he’s the smartest media and telecom investor in the world.” Is he? “He’s pretty darn good,” the executive says.
And he’s raising his profile in his hometown. In 2010, Brown University will open the $45 million Jonathan M. Nelson Fitness Center. Nelson, now a Brown trustee (are you surprised?), donated the lead gift for the facility. Nelson, who says he might have been a carpenter or architect if he hadn’t become a media investor, also is playing a hands-on role in its design. “This whole area needs to be improved,” he says. It is a warm afternoon in Providence, and we are standing in a parking lot in front of the existing athletic complex, which consists of personality-free concrete buildings. “I am confident that you’ll come back here and smile,” he says. A fitness buff who works out five days a week, Nelson clearly believes a healthy body and a healthy mind go together: Before the Brown fitness center, he helped the Gordon School build a new gymnasium.
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LATELY, NELSON MAY HAVE MOMENTS when he wishes he’d become a carpenter. While he insists he loves the job, especially the stimulation he gets from working with smart colleagues, he also acknowledges that as Providence Equity has grown, his gig has become much tougher, the problems more public.
Take the fight with Wachovia. Providence prides itself on maintaining friendly relationships with its partners, so insiders were surprised when Wachovia sued Providence without warning. Providence had renegotiated the price of its Clear Channel television acquisition, and the bank said the price reduction violated the terms of the lending agreement. Providence countersued. The parties eventually dropped the suits and the financing went through, but it seems unlikely that Providence will do business with Wachovia again. “There were three banks involved, and two of them handled this difficult situation very well,” Nelson says plainly. “We appreciate that, and we will remember their behavior.”
Similarly, three of the four lenders backing the BCE buyout also are trying to renegotiate loans to the parties seeking to buy Clear Channel’s radio stations; some analysts suspect the banks might try a similar tactic with the BCE deal. “We are engaging with the company and the banks and expect everyone will honor their commitments,” Nelson says.
While the credit crisis is taking a toll, Providence isn’t only an LBO shop, and it doesn’t rely on debt markets for all its investments. It recently put $100 million into Hulu, the web-video joint venture of News Corp. and GE’s NBC Universal. It is pushing deeper into Internet investing, and many of its international investments involve companies seeking growth capital, not buyouts. Indian wireless operator Idea Cellular, for example, sold a 16% stake to Providence last year for $400 million. Neither Hulu nor Idea really needed Providence’s money; what the companies sought was external valuation of their business, as well as the expertise and cachet that Providence brings. “It means a lot when someone of Jonathan’s stature puts his firm’s money into Hulu,” says Jason Kilar, CEO of the venture.
Nelson says that the tough times in the markets will not lead him to alter his basic strategy. Providence certainly will do more big deals; after all, it has $12 billion to put to work. But while some peers look for distressed companies to bail out or bad debt to buy (see “The Year of the Vulture”), Nelson plans to stick with what he knows best. Asked how he plans to weather the economic slowdown, for example, he trumpets the virtues of BCE: “Bell Canada looks like a great business to us, in part as a defensive position in a possible economic downturn,” he says. “People don’t shut their phones off.” Similarly, Providence has recently been pouring money into one of its original businesses, cable television, albeit in places such as Ukraine. It may not sound all that glamorous, but it makes perfect sense for a guy who built a private equity powerhouse by sticking with what he knows.
With additional reporting by Telis Demos.
This article is from the May 26, 2008 issue of Fortune magazine.
