[A version of this story will appear in the December issue of Chief Investment Officer.]
By the time you read this sentence, Russell Investments may
be no more.
If you read this in November, Russell will likely
remain what its official biography claims it to be: an industry-leading asset
management and servicing business with a global reach but humble Seattle roots.
If you read this in December or beyond, that may
not be the case. Sometime that month, insiders say, the London Stock Exchange
(LSE)—which in June purchased the firm from Northwesternern Mutual for $2.7
billion—will decide whether or not it wants to sell everything but Russell’s
vastly profitable index business. According to multiple former and current
Russell employees, this is exactly what it plans to do.
In this scenario, a quick auction will see a
private equity or non-American financial firm, looking for a foothold in the US
market, take over the venerable remains of Russell.
But whenever you read this, what you’ve been told
about Russell Investments—its history, its people, its place in the market, and
its future—is wrong.
(Art by Jon Han)
So what is Russell Investments?
According to the official version, Russell is four
things.
It is a large and global consulting business,
although one that is no longer accepting smaller clients and that the firm
prefers to downplay in its marketing and public relations efforts. It has $2.4
trillion in assets under advisement, gathered over four decades in the
industry—an industry, according to company lore, that George Russell (grandson
of founder Frank Russell) pioneered.
It is an investment manager. Besides defined
contribution, multi-asset capabilities, and liability-focused expertise, this
includes an outsourced chief investment officer (OCIO) service for
institutional investors. By most measures, its OCIO business is the world’s
largest, ranking ahead of SEI and Mercer in total assets under control.
Overall, it manages $256 billion.
It is a
portfolio implementation business, offering transition management, currency
operations, and other trading services under the banner of Russell
Implementation Services (RIS). Polls of transition management users, including
surveys by this magazine, have Russell consistently outpacing its competitors,
admired for honesty, transparency, and performance. RIS’ other execution
services are equally well respected.
And it is an
index business. Born in 1984, Russell’s indices measure manager performance and
dominate the American equity benchmark market. Globally, $5.2 trillion are
benchmarked against them.
The unofficial
version of Russell is different.
“They are known
as a consulting firm. They are not a consulting firm,” says someone familiar
with Russell’s consulting business. (Russell declined to comment for this
story.) “The consulting arm is great for Russell’s brand, but it’s not a
leverageable business.” At its core, insiders say, consulting is an enabler of
other business lines.
It’s not just
Russell facing such problems, this individual believes. Consulting “won’t ever
be a high margin business for Russell or any other consulting firm,” he says.
“You can even argue that it’s not very profitable at all—but you keep it
because it gives you brand awareness, the ability to talk to smaller
institutions, distribution, and a quality of research. It’s a story that
resonates very well, but it’s just not a moneymaker. Absolutely, it will
survive—it just won’t thrive.”
What consulting enables are Russell’s other
service branches such as OCIO, although there is a misalignment of sorts,
according to another informed source. “Outsourcing, trying to take over the
whole fund, is not going to happen at the larger end, which is where Russell
traditionally consults,” he says. “For small or midsize funds, it can work.”
It’s also an enabler for RIS. Automation and fee
pressures—transition management, for one, is “a business where margins are
shrinking and players are exiting”—have this sector under pressure, according
to one of the firm’s competitors. RIS employees also reportedly face an
identity crisis: They are “thought of internally as an investment function, not
just a trading function,” one insider says. “Whether this is the way they
should be thought of is another matter.”
And then there
is the indexing business. Consulting does little to enable this $170 million
revenue stream, which houses just 130 of Russell’s 1,800 employees. While
Russell might disagree, multiple observers note that of all four businesses,
the indices could most easily be run as a standalone business without
suffering.
The sale itself
has hamstrung the daily operations of these four business lines, both in the US
and globally.
The OCIO unit,
for one, has been damaged by the uncertainty surrounding Russell’s future.
“When it comes down to three OCIOs in the finals of some deal, it’s tough to be
Russell right now,” one competitor says. “When you get to the final three, in
reality very little differentiates them. If a small endowment investment
committee has to choose between three firms they see as largely the same, it’s
going to be way easier to just kick out the one with the uncertain ownership
and future.”
Uncertainty has
shaken the global business, as well. For example, the firm’s Australian
arm—which by some estimates contributed approximately 5% to 10% of Russell’s
global revenue at its peak—has suffered. Two senior ex-employees in the region
recently acknowledged that while “consulting was always generally known to be a
gateway for the other business lines, they have lost a lot of their clients
recently.” Towers Watson has been the beneficiary of Russell’s troubles, they
say. These two do not believe the losses will be reversed. “There are no
shortage of Russell résumés in the market,” one says.
LSE is not buying the official version.
This became clear on June 26, the day that the
acquisition was announced. In a hastily organized analyst call, LSE Chief
Executive Xavier Rolet and CFO David Warren spent 17 minutes explaining the
benefits of combining LSE’s FTSE index business with that of Russell, while
only briefly paying lip service to the asset management division. This was
despite the reality that the division contributed 82% of Russell’s 2013 net
revenues.
About the only thing they would say about
Russell’s primary business was that they were commissioning a “comprehensive
review” of how it might fit into LSE’s current, and decidedly non-asset
management, structure. (Connecticut-based investment management consultant
Casey Quirk is conducting the study.)
For the remaining 38 minutes of the call, the
analysts—in the politest way possible, given their mostly British
accents—attacked. Representatives of Barclays, Bank of America Merrill Lynch,
UBS, HSBC, RBC, and others repeatedly brushed over the benefits of the indexing
merger and focused on investment management. The two executives’ responses were
always the same: Little comment beyond “comprehensive review.”
Did they really see themselves as an asset manager
in five years time, one analyst asked?
“Comprehensive review.”
Were there elements of the investment management
business that fit better than others?
“Comprehensive review.”
Were there any synergies between the asset
management unit and LSE?
“Comprehensive review.”
And so on. When pressed, Rolet and Warren directed
analysts to wait on an August circular that they claimed would offer further
insight.
When the circular came out, analysts and anyone
else could see just how badly LSE wanted Russell’s indices. In 2013, the
service line earned $170 million in revenue, the document revealed. The rest of
Russell brought in $784 million, net of fees paid to third party managers
(reportedly substantial). Of this, insiders estimate that approximately $100
million originated from RIS, $40 million from consulting, and the remainder
primarily from investment management (IM). Unsurprisingly, profits skewed
towards indexing: operating profit for that business line neared 50%, while the
rest of the company hewed closer to 17%, according to the circular.
Also embedded within the circular’s listed risks
was this: “After completion, the enlarged group expects to separate the IM and
index businesses of Russell as part of the integration of Russell’s index business
with LSE’s operations.” LSE, as expected, declined to clarify whether this
implied a sale of the investment management arm. LSE also refused to comment on
other matters raised in this article.
Yet there is wide speculation that LSE will sell
the consulting and asset management units to either a strategic buyer or a
private equity firm. Multiple private equity principals, none of whom were
willing to speak on the record, admitted to preparing bids for the non-indexing
businesses. “It is generally acknowledged that they will soon be up for sale,”
one principal recently said.
Goldman Sachs—one of Northwestern Mutual’s bankers
on the sale to LSE—“had more than 100 interested parties who wanted into the
original process,” one person familiar with the original sale says. “They
narrowed it down and ran a fairly efficient auction.” Not all 100 will want the
asset management and consulting business on its own, but some certainly will.
“In this case, LSE can go to a narrower group. I would not expect a quick deal
with private equity or a strategic, though—they wouldn’t just do that deal
without a broader process.”
“They can be separated—and they are truly separate businesses,” one person intimately acquainted with Russell says. “Len Brennan”—the current CEO—“believes differently, and has tried to keep them integrated.”
Despite an apparently successful sale,
Northwestern Mutual has also drawn criticism for its oversight of Russell since
the 1999 acquisition. “It was poor governance on the part of Northwestern
Mutual not to have insisted that the business units be run separately enough
that they could be sold separately,” another person involved with the sale
process says. “They left a lot of value on the table in not doing that. Hardly
anyone wanted the whole thing—so they severely limited the universe of buyers.”
The universe of buyers could now be LSE’s concern,
of course. “All told, the consulting, asset management, and RIS businesses
could be sold for about $1 billion, if that’s what they choose to do” the
source says. That’s not pocket change, but the math on the $2.7 billion sale
price is striking: $1 billion for 82% of Russell’s business by revenue implies
a valuation somewhere near $1.7 billion for the 18% of revenue brought by the
indices.
“They can be separated—and they are truly separate
businesses,” one person intimately acquainted with Russell says. “Len
Brennan”—the current CEO—“believes differently, and has tried to keep them
integrated.” If a strategic buyer steps in, multiple insiders suggest Brennan
may stay. If a private equity buyer intent on cutting costs wins an auction,
his future is less certain. Either way, sources say, “he probably has the
financial freedom to choose.”
LSE and its management team are near universally
respected, garnering fierce loyalty from shareholders. And yet Rolet and Warren
bought Russell, nose-to-tail. Does LSE actually want to enter the asset
management market, as one analyst on the June 26 call so skeptically asked? Or
was purchasing the whole package the price of creating a global indexing
business?
The consensus is that it was. Analysts on the call
acknowledged the “obvious” benefits of merging the FTSE and Russell index
operations. Indeed, should the marriage sour, these analysts’ eagerness to
accept the theory could prove embarrassing.
The investment management business is itself a
quality asset, one former employee points out. “It’s just that it’s not what an
index provider would want.” LSE bought it, she and others speculate, because
that was the easiest way to acquire Russell’s indices—and because they knew
that they could eventually split off and sell it. (This outcome can be viewed
in the same light as the recent spate of corporate divorces—HP’s cleaving
hardware from servicing, for example—one source muses.) Analysts may have
initially been puzzled, but most insiders agree that if LSE succeeds in
decoupling Russell, it may have executed a masterstroke.
Any buyer of the non-index division takes on a strong
upside. The business runs at margins near 15%. For typical asset management
firms, margins are much higher. “This doesn’t mean it’s not a good business,”
says one person in touch with the firm’s inner workings. “It’s just been
allowed to run at a lower margin than it should. LSE could change that. But
will they?”