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Return to Virginia Business - March 2001

News and Features
Northern Virginia dominates deals

As Virginia Business compiles its annual list of biggest deals for 2000, one fact stands out —Northern Virginia has become, without a doubt, the most significant center for business in the state. Nearly every one of the top 10 deals in mergers and acquisitions, IPOs and secondary stock offerings and venture capital involves companies in Northern Virginia. The biggest merger for 2000 in the state also happened to be the biggest in the nation — America Online's acquisition of TimeWarner. Most other deals in all categories involved telecommunications firms, Internet software writers, e-commerce specialists and Web-based health insurance. Our list proves conclusively that the business center of the Old Dominion has passed from Richmond's Main Street to office parks in Herndon, Reston and Alexandria.

Our information is organized in three areas: mergers, stock offerings and venture capital. We begin each category with a close-up look at one of the biggest deals in each:

AOL's coup with TImeWarner leads mergers

Mergers & Acquisitions

AOL’s coup with TimeWarner leads mergers
Sure, you’ve been reading about America Online, Inc.’s merger with TimeWarner for more than a year now and are probably as tired of it as we are. But there’s no denying that the $101 billion linkup is not only the biggest merger ever in Virginia, but the biggest in the U.S.

It is stunning, indeed. A Virginia-based company that no one had ever heard of just a few years ago amassed enough cash by its timely popularizing of the Internet to take over one of the most powerful communications companies in the world. True, Virginia loses some luster since AOL Chairman Stephen M. Case will leave his Dulles headquarters for TimeWarner’s boxy skyscraper on the Avenue of the Americas in Midtown Manhattan. Still, AOL officials insist that Case will keep a sub-office in Dulles and, in the long run, the work force at the campus-like nerve center in Virginia will grow, not contract.

Case will have plenty to keep him busy. At the beginning of last year when the merger was announced, predictions of the new giant’s performance were rosy. The combined firms would have annual revenue increases of up to 15% and $1 billion in extra savings and revenues. The dot-bomb explosion and the quickly-slowing economy have changed the picture. Revenue growth expectations are now more like 10 percent. Stock, which in the pre-merger days for AOL had been as high as $73 per share, was selling in the high $40s in mid February.

As the heady days of the tech boom fade, there are real questions about how well a New Economy firm that made "You’ve got mail!" a national buzzword can mesh with an Old Economy stalwart built upon old-style newsmagazines and Hollywood movies. AOL itself faces some big questions. Can AOL, a company built around the modem, morph its business model to exploit new communications forms, such as wireless and broadband? AOL already is marketing a service that provides AOL through television cable. The TimeWarner side of the operation is likewise trying to reposition itself. CNN, for instance, has laid off thousands as it finds its market truncated by Web-driven news outlets and more television programs.

Even so, the new AOL will continue to pack clout for years. Other significant mergers and acquisitions for 2000 include:

VeriSign Inc.’s purchase of Network Solutions of Herndon for $15.2 billion. The Virginia company was just one of several that California-based VeriSign acquired to beef up its Internet-based trust services, including helping clients verify payments and ensuring security for e-commerce transactions. As the demand for secure communications expands along with e-commerce, so will VeriSign’s fortunes.

The AES Corporation of Arlington picked up three companies in 2000 for a total of $4.4 billion. The electric power generation and engineering firm bought IPALCO Enterprises of Indianapolis for $2.1 billion, CA La Electricidad de Caracas of Venezuela for $1.6 billion and Gener SA of Santiago, Chile, for $11.1 billion. The buys enhance AES’s global power.

Lucent Technologies, Inc. of Murray Hill, New Jersey bought Herndon’s Chromatis Networks, Inc. for $4.5 billion. The Virginia firm, which was a leader in optical networking technology, will now be in the AT&T spinoff’s fold.

UAL Corp. of Village, Ill., is buying US Airways Group Inc. of Arlington for $4 billion. One of two huge, controversial airline deals now in the works, United Airlines’s merger with the predominately East Coast-based US Airways will remake the U.S. airline industry. Critics worry that it will hurt service, and UAL is under the gun to sell off other shares of airlines, including three commuter lines, to make it work. UAL and Delta, which plans to buy Continental, also face strikes this spring.

Gannett Co. Inc. continued its acquisition binge by picking up Phoenix-based Central Newspapers Inc. for $2.4 billion. It also bought Thomson Corp., a Canadian newspaper chain, for $1 billion. The buys give Arlington-based Gannett more market share in the West and in Canada.

TeleCorp PSC Inc. of Arlington is paying $1.9 billion for Tritel, Inc. of Jackson, Miss. Both operate under the SunCom cell phone brand name; the deal gives TeleCorp access to Tritel’s 14 million customers in the south central U.S.

webMethods Inc. of Fairfax picked up Active Software Inc. of Santa Clara, Calif., for $1.3 billion. The move enhances webMethods ability to integrate business to business electronic commerce through advanced software.

Aether Systems Inc. of Owings Mills, Md., bought Riverbed Technologies Inc. of Vienna for $1.1 billion. The new venture specializes in mobile and wireless telecommunications.

Ashburn’s PSINet Inc. picked up Metamor Worldwide Inc. of Houston for $940 million. PSINet provides high-speed Internet access for electronic commerce.

Stock offerings

Network Solutions heads list of stock offerings dynamism

Herndon-based Network Solutions went out last year with a bang instead of a whimper. The Herndon-based company was bought in March 2000 by Mountain View, Calif.-based VeriSign, but not before the company had defied skeptics with strong earnings and a massive stock sale of nearly $2 billion that tops the list for 2000.

For nearly a decade the company’s claim to fame was its control of the Internet domain name registry, a job the National Science Foundation hired it to do in 1992. That deal, which guaranteed Network Solutions a fee for every registered name with .com, .org, .net and .edu, made its shares a safe bet during the rise of tech stocks in the mid-1990s. But in mid-1999 it lost that monopoly when the government decided to let other private-sector companies into that market. Many predicted the company would go hungry without its main meal ticket. Dozens of other companies joined in the domain business, and many figured Network Solutions’ best days were behind it.

It didn’t turn out that way, though. Late 1999 brought good news: first, the company cut

a deal with the government to let it continue to manage the domain name list for four more years. Then it landed a spot on the Nasdaq 100, and its stock—which sold for around $60 in August of that year—soared to $272 by late December.

Early 2000 brought the big event. In February, 7.7 million shares of Network Solutions stock sold at $247 a share. But most of the $1.9 billion raised went to the California-based Science Applications International Corp., which at the time owned more than 40 percent of Network Solutions. The stock sale was driven by the company’s deal with the government, which wanted SAIC — Network Solutions’ former parent company — to reduce its stake in the company. SAIC sold 6.7 million shares; Network Solutions sold a million shares and raised about a quarter billion dollars. Just a few weeks later, Network Solutions CEO Jim Rutt announced that the company had agreed to a $15.3 billion all-stock sale to VeriSign. The move puts VeriSign in the position of welcoming companies to the Web and then pitching e-commerce authentication and security solutions to them. VeriSign CEO Stratton Sclavos says the combined company will be "the trust utility that will power the Internet economy."

Part of what made Network Solutions an attractive buy was its continued strength in the domain registration market. It had registered 8.1 million domain names and still handled more than 70 percent of domain name registrations when it made the deal with VeriSign. Plus, the company was actually making a profit—with earnings in 1999 of nearly $27 million on $221 million in revenue. And despite losing sole control of the domain-name list, Network Solutions still collects a $6 annual fee per registered name no matter which company handles the registration.

Other big stock deals last year include:

The $948 million in proceeds from the September sale of more than 15 million shares of stock in the Falls Church-based General Dynamics went to three shareholders, Forstmann Little & Co., Gulfstream Partners and Gulfstream Partners II. All three were former shareholders in Gulfstream and acquired General Dynamic shares when one of its subsidiaries merged with Gulfstream in July 1999. The stock sold for $63 a share.

The Arlington-based AES Corp. power company used the proceeds from its $796 million secondary offering in May to help fund the purchase of several generating facilities, including a 70 percent interest in the 1,580-megawatt Mohave Gener-ating Station in Laughlin, Nev., for $667 million. To date AES has a share in 160 generating facilities in 23 countries.

Shareholders of the Chesapeake-based Dollar Tree Stores, Inc. took in $600 million in August on the sale of 15 million shares at $40 a share.

Arlington-based AES Corp.’s second stock offering last year raised $525 million in November on the sale of 10 million shares of common stock at $52.50 a share to help it pay for the December purchase of Gener SA of Santiago, Chile, for $11.1 billion.

Savvis Communications of Reston, an e-business solutions provider, raised $408 million in its February IPO of 17 million shares at $24 apiece. It’s been rough since then—its former parent company, Bridge Information System, declared bankruptcy last month. At last look Savvis stock was below $2 a share.

Richmond-based Dominion Resources raised $359 million in November on the sale of 6 million shares of stock. The money was used to help fund the $1.3 billion purchase of the Millstone nuclear plant near New London, Conn.

Via Net. Works of Reston, an Internet services and e-commerce company, went public last February with the sale of 14.3 million shares at $21 apiece. The stock, which trades on Nasdaq under the symbol VNWI, tanked last spring like a lot of other tech stocks. It has been selling below $10 since October.

Shares of Reston-based Cysive, builders of e-business systems, raised $261 million last March in a secondary offering of 3 million shares priced at $87 apiece. Just half the proceeds went to the company, though; 1.5 million of the shares were sold by stockholders.

Vienna-based Teligent helped pay for the completion of its SmartWave local networks with a secondary offering last April of 5 million shares of stock at $50 apiece.

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VC leader Lumenos offers HMO alternative

When managed care emerged on the West Coast 30 years ago, it promised to revolutionize medical care. Doctors’ visits would cost a measly $10, expensive deductibles would vanish and soaring insurance premiums would return to Earth. Fast forward to today. People despise HMOs. Annual premiums are increasing by double digits, and Congress and states are considering legislation to put doctors, not accountants, back in the driver’s seat.

For an Alexandria health care startup called Lumenos, the fallout spells opportunity. Rather than rely on legislation, Lumenos believes that the magic of the market is the antidote to managed care. It wants to use the Web to put customers back in control of their health-care spending.

Formed in August 1999, Lumenos operates through a Web site that tells patients the costs of a 15-minute doctor’s visit and whether a discount is offered through a network. Company officials envision a Zagat-style guide providing information on medical procedure fees, office hours and even reviews of a doctor’s bedside manner. Patients, rather than accountants, could choose a doctor who charges $150 for a physical or the one who charges $350. "If little Timmy has the sniffles and it’s $150 and you pay, mom might wait," says Lumenos Chairman and CEO Stephen J. Shulman. "It’s letting the market place work itself out."

The philosophy holds promise for the firm that pulled off one of Virginia Business’ biggest venture capital deals last year. Lumenos raised $34 million in its first round offering last year and then another $13 million in a second round prompted by interest from Draper Fisher Jurvetson, a Redwood City, Calif. venture capital firm that wanted to get involved. Lumenos’ system eliminates the need for a primary physician’s referral, since patients could see any doctor just as in an old-fashioned indemnity plan. Plus, the company’s market studies show it would reduce insurance costs and help control premium increases.

This health-savings-account approach could save money by eliminating the need for bureaucracies created by managed care and by providing incentives for patients to make cost-conscious decisions about their medical care. While savings accounts provide incentive to avoid expenses, the program also has a safety net in case of a catastrophic injury or illness. After using the $1,500 to $2,000 the health plan provides for out-of-pocket medical expenses, employees would be responsible for the next $500 just like a deductible. Insurance would pay all remaining medical expenses. But since health insurance studies show 80 percent of employees never spend more than $1,500 annually, health savings account advocates say it will be cheaper for employee and employer alike.

While Lumenos calls itself an Internet health care company, that’s a little misleading. Don’t think of twenty-somethings working in jeans. The company’s top echelon is filled with expatriates from leading insurers such as Kaiser, Cigna, U.S. Healthcare, Aetna and Prudential HealthCare. For instance, Shulman is the former president, chairman and CEO of Prudential HealthCare and a 30-year industry veteran. Douglas Kronenberg, chief strategy officer, also has 30 years with insurers such as Prudential and Humana. "This isn’t a group of college kids with a nice idea. We’ve got quite a bit of gray hair and gray matter," says Kronenberg.

Lumenos hasn’t sold its program to any company but is in serious talks with as many as 20 large companies, including Honeywell. Much of the past 18 months have been spent developing actuary models and the company’s Web site. A test roll out of the health plan is planned in July when several companies are expected to offer the health savings accounts as options for employees. Lumenos execs will see then if their concept is as good as venture capitalists think.

Other venture capital financing deals (through the third quarter of 2000) included:

2nd Century Communi-cations, Inc., Arlington, received $75 million in investment from a variety of sources, including Dell, Intel, Microsoft, Accel Partners, Meritech Capital Partners and North Bridge Venture Partners. That round of financing pushed the company’s total funding score to $155 million over a 20-month span. 2nd Century, which targets small and medium businesses with a variety of business tools, including high-speed Internet, desktop management and voice applications, intended to expand its presence to 35 cities nationwide.

Equalfooting.com, Sterling, secured $60 million in second round financing from a group of investors which included New Enterprise Associates, FBR Technology Venture Partners, Nextel Communications and Draper Richards L.P. Equal-Footing.com provides small manufacturing and construction businesses a network of B2B vendors.

Digital Commerce Corpora-tion, Herndon, received $50.8 million of third round financing from Highland Capital Partners, RRE Ventures, SAP Investments, Sentinel Capital Partners and Weston Presidio Capital. DCC is a developer and provider of e-commerce solutions for the business-to-government market.

Broadband Office, Falls Church, received $50 million from Microsoft and Sun Microsystems. The company offers voice and data communications services, including Internet, communications, Web hosting and e-business.

eCommerce Industries Inc., Vienna, secured $44 million from Accel Partners, FBR Technology Venture Partners L.P. and New Enterprise Associates. ECI2 used the funds to purchase Distribution Data Management Systems and United Business Computers to provide integrated technology solutions for office products dealers.

Reliacast, Herndon, received $35 million from Viridian Capital Partners and SCP Private Equity Partners, among others. An Internet audience management software firm, Reliacast planned to continue product development and expand its sales, marketing and engineering sections.

Picis, Arlington, secured $34 million from BayStar Capital of San Francisco, Brown Brothers Harriman Co., Cahill-Warnock and Company, DLJ Venture Capital Fund, and The 1818 Fund III. Picis develops and markets software to help hospitals collect patient data and organize workflow in surgical and critical care areas.

eMotion Inc., Vienna, received $34 million from Sun Microsystems, Constellation Venture Capital, Chartwell Capital Investors II, GE Capital Equity Group, National Geographic and others. eMotion produces digital media management software, a market expected to grow from $300 million in 1999 to $2.2 billion in 2003.

OneSoft Corp., McLean, secured $32 million from investors including Riggs Capital Partners, Clarity Partners, and Rosewood Capital L.P. OneSoft provides e-commerce software platform for building Internet revenue channels and managing customer relationships.

Researched and written by Robert Burke, Bob McFadden, Brett Lieber-man and Peter Galuszka. Data provided by BBT Capital Markets, IPO-Monitor.com, Mergerstat.com and SilconValley.com.

Return to Virginia Business - March 2001

 

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