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Kronos CEO talks about the big deal, and the bigger one that didn't happen

February 24, 2014: 11:22 AM ET

HR software giant Kronos has some new investors, but it had been seeking a brand new owner. CEO Aron Ain explains what happened.

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FORTUNE -- HR software company Kronos last week announced that The Blackstone Group (BX) and Singapore's GIC Investments had agreed to pay $750 million for around a 44% equity stake in the company. That works out to around a $4.5 billion enterprise value, including debt.

The agreement came after Kronos owners Hellman & Friedman and JMI Equity had been in talks to sell the entire company, but demurred after the highest bids only came in at around $4.6 billion. Suitors reportedly included Blackstone, Advent International and Bain Capital.

So I spent some time discussing the deal with Kronos CEO Aron Ain, who has been with the company since 1979. What follows is an edited transcript of our phone conversation:

FORTUNE -- Why is this deal good for Kronos?

Ain: We have fantastic owners, and I'm glad that we get to keep moving forward with them. But both Blackstone and GIC are global organizations and one of our strategic objectives is expanding globally... including in Asia.

You've been owned by private equity firms since 2007. How is it better, or worse, than being publicly-traded?

There is nothing we haven't been able to do and lots we have been able to. We got away from all the short-term views of the world, and no longer have to run the business quarter-to-quarter. If we need to make investments we do it. Plus, we also don't have thousands of shareholders which means that we only have to come to agreement with a small group in order to move forward.

Can you give a specific example?

Sure. Moving to the cloud is a big one. As a public company it would have had a major impact on our public results, but as a private company we could make the right decision because we weren't worried about it. We certainly would have moved to the cloud eventually if public, but much slower than we did.

There were reports that Hellman & Friedman was looking for a buyer for the entire company but couldn't get its price. And then that it was initially rebuffed when it tried countering with a minority stake sale. Accurate?

I would say that it was people calling Hellman & Friedman about buying Kronos, rather than the other way around. So they decided to listen to offers, but the company is doing well and they were not going to sell it for anything less than premium price. On the minority deal, I didn't understand those stories. We were in negotiations to do that very thing when I read that no one supposedly wanted to do it. And GIC never offered to buy the entire company, so this wasn't just about an alternative for the original bidders.

How did GIC get involved?

GIC is a major limited partner in Hellman & Friedman, as they are with many other private equity firms. It had always wanted to invest alongside Hellman & Friedman in Kronos and this was an opportunity for them to do that.

At some point, Hellman & Friedman is going to want to exit the rest of its investment. How do you see that happening?

I don't know the exact answer, but there are all sorts of possibilities. Another private equity firm could come in and make an offer. Maybe Blackstone decides to buy the rest. Or the company could perhaps go public.

Hellman & Friedman is preparing a $450 million dividend recap for Kronos. Is that good for the company?

I think it's fine for Kronos. We produce more than enough cash to fund the debt and have plenty left over to invest in the business. I love being part of Hellman & Friedman's group, so if it takes pressure off of them to sell us and they can continue to be our partner, that's a really good thing.

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Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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