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Romney: The Great Deformer
Is Romney really a job creator? Ronald Reagan’s budget director, David Stockman, takes a scalpel to the claims.
Bain Capital is a product of the Great Deformation. It has garnered fabulous winnings through leveraged speculation in financial markets that have been perverted and deformed by decades of money printing and Wall Street coddling by the Fed. So Bain’s billions of profits were not rewards for capitalist creation; they were mainly windfalls collected from gambling in markets that were rigged to rise.
Nevertheless, Mitt Romney claims that his essential qualification to be president is grounded in his 15 years as head of Bain Capital, from 1984 through early 1999. According to the campaign’s narrative, it was then that he became immersed in the toils of business enterprise, learning along the way the true secrets of how to grow the economy and create jobs. The fact that Bain’s returns reputedly averaged more than 50 percent annually during this period is purportedly proof of the case—real-world validation that Romney not only was a striking business success but also has been uniquely trained and seasoned for the task of restarting the nation’s sputtering engines of capitalism.
Except
Mitt Romney was not a businessman; he was a master financial speculator
who bought, sold, flipped, and stripped businesses. He did not build
enterprises the old-fashioned way—out of inspiration, perspiration, and a
long slog in the free market fostering a new product, service, or
process of production. Instead, he spent his 15 years raising debt in
prodigious amounts on Wall Street so that Bain could purchase the pots
and pans and castoffs of corporate America, leverage them to the hilt,
gussy them up as reborn “roll-ups,” and then deliver them back to Wall
Street for resale—the faster the better.
That
is the modus operandi of the leveraged-buyout business, and in an
honest free-market economy, there wouldn’t be much scope for it because
it creates little of economic value. But we have a rigged system—a
regime of crony capitalism—where the tax code heavily favors debt and
capital gains, and the central bank purposefully enables rampant
speculation by propping up the price of financial assets and battering
down the cost of leveraged finance.
So
the vast outpouring of LBOs in recent decades has been the consequence
of bad policy, not the product of capitalist enterprise. I know this
from 17 years of experience doing leveraged buyouts at one of the
pioneering private-equity houses, Blackstone, and then my own firm. I
know the pitfalls of private equity. The whole business was about
maximizing debt, extracting cash, cutting head counts, skimping on
capital spending, outsourcing production, and dressing up the deal for
the earliest, highest-profit exit possible. Occasionally, we did invest
in genuine growth companies, but without cheap debt and deep tax
subsidies, most deals would not make economic sense.
In truth, LBOs are capitalism’s natural undertakers—vulture investors who feed on failing businesses. Due to bad policy, however, they have now become monsters of the financial midway that strip-mine cash from healthy businesses and recycle it mostly to the top 1 percent.
AMPAD Office Supplies HQ: Richardson, Texas
In truth, LBOs are capitalism’s natural undertakers—vulture investors who feed on failing businesses. Due to bad policy, however, they have now become monsters of the financial midway that strip-mine cash from healthy businesses and recycle it mostly to the top 1 percent.
The
waxing and waning of the artificially swollen LBO business has been
perfectly correlated with the bubbles and busts emanating from the
Fed—so timing is the heart of the business. In that respect, Romney’s
tenure says it all: it was almost exactly coterminous with the first
great Greenspan bubble, which crested at the turn of the century and
ended in the thundering stock-market crash of 2000-02. The credentials
that Romney proffers as evidence of his business acumen, in fact, mainly
show that he hung around the basket during the greatest bull market in
recorded history.
Needless
to say, having a trader’s facility for knowing when to hold ’em and
when to fold ’em has virtually nothing to do with rectifying the massive
fiscal hemorrhage and debt-burdened private economy that are the real
issues before the American electorate. Indeed, the next president’s
overriding task is restoring national solvency—an undertaking that will
involve immense societywide pain, sacrifice, and denial and that will
therefore require “fairness” as a defining principle. And that’s why
heralding Romney’s record at Bain is so completely perverse. The record
is actually all about the utter unfairness of windfall riches obtained
under our anti-free market regime of bubble finance.
RIP VAN ROMNEY
When
Romney opened the doors to Bain Capital in 1984, the S&P 500 stood
at 160. By the time he answered the call to duty in Salt Lake City in
early 1999, it had gone parabolic and reached 1270. This meant that had a
modern Rip Van Winkle bought the S&P 500 index and held it through
the 15 years in question, the annual return (with dividends) would have
been a spectacular 17 percent. Bain did considerably better, of course,
but the reason wasn’t business acumen.
The
secret was leverage, luck, inside baseball, and the peculiar
asymmetrical dynamics of the leveraged gambling carried on by
private-equity shops. LBO funds are invested as equity at the bottom of a
company’s capital structure, which means that the lenders who provide
80 to 90 percent of the capital have no recourse to the private-equity
sponsor if deals go bust. Accordingly, LBO funds can lose 1X (one times)
their money on failed deals, but make 10X or even 50X on the occasional
“home run.” During a period of rising markets, expanding valuation
multiples, and abundant credit, the opportunity to “average up” the home
runs with the 1X losses is considerable; it can generate a spectacular
portfolio outcome.
In a nutshell, that’s the story of Bain Capital during Mitt Romney’s tenure. The Wall Street Journal examined
77 significant deals completed during that period based on fundraising
documents from Bain, and the results are a perfect illustration of
bull-market asymmetry. Overall, Bain generated an impressive $2.5
billion in investor gains on $1.1 billion in investments. But 10 of
Bain’s deals accounted for 75 percent of the investor profits.
Accordingly,
Bain’s returns on the overwhelming bulk of the deals—67 out of 77—were
actually lower than what a passive S&P 500 indexer would have earned
even without the risk of leverage or paying all the private-equity
fees. Investor profits amounted to a prosaic 0.7X the original
investment on these deals and, based on its average five-year holding
period, the annual return would have computed to about 12 percent—well
below the 17 percent average return on the S&P in this period.
By
contrast, the 10 home runs generated profits of $1.8 billion on
investments of only $250 million, yielding a spectacular return of 7X
investment. Yet it is this handful of home runs that both make the
Romney investment legend and also seal the indictment: they show that
Bain Capital was a vehicle for leveraged speculation that was gifted
immeasurably by the Greenspan bubble. It was a fortunate place where
leverage got lucky, not a higher form of capitalist endeavor or training
school for presidential aspirants.
VICTORY FROM THE JAWS OF DEFEAT
The
startling fact is that four of the 10 Bain Capital home runs ended up
in bankruptcy, and for an obvious reason: Bain got its money out at the
top of the Greenspan boom in the late 1990s and then these companies hit
the wall during the 2000-02 downturn, weighed down by the massive load
of debt Bain had bequeathed them. In fact, nearly $600 million, or one
third of the profits earned by the home-run companies, had been
extracted from the hide of these four eventual debt zombies.
The
most emblematic among them was a roll-up deal focused on
down-in-the-mouth department stores and apparel chains that were falling
by the wayside in small-town America due to the arrival of Wal-Mart and
the big-box retailers. Bain invested $10 million in 1988 and nine years
later took out 18X its money—that is, a $175 million profit.
Fittingly,
Stage Stores Inc. was the last deal underwritten by the Drexel-Milken
junk-bond machine before its demise. And the $300 million raised for
this incipient LBO was exactly the kind of slush fund that Milken’s
stable of takeover artists had used to acquire corporate castoffs and
other bedraggled pots and pans that got rechristened as “growth”
companies.
During
the next eight years, Bain slogged it out, accumulating about 300 small
Main Street storefronts under such forgettable banners as Royal Palais,
Bealls, and Fashion Bar. Yet the company wasn’t making much headway. By
1996, it had paid back none of the Milken debt and was only earning $14
million—exactly what it had generated back in 1992 on half the number
of stores.
In
the spring of 1997, when Chairman Greenspan decided that “irrational
exuberance” was not such a worrisome thing, Bain Capital decided to
indulge, too. It caused Stage Stores Inc.—which was already publicly
traded—to raise $300 million of new junk bonds and used the proceeds to
buy a faltering 250-store chain of family clothing stores called C.R.
Anthony.
These
12,000-square-foot cracker-box stores sold mid-market shoes, shirts,
and dresses right in Wal-Mart’s wheelhouse. In hot pursuit of
“synergies,” Bain promptly rebranded these Anthony stores to the
purportedly more compelling Stage and Bealls banners. While the name
change did nothing to ward off the grim reaper from Bentonville, it
suddenly gave Stage Stores Inc. the “growth” story that Greenspan’s bull
market craved. Within five months of this ostensibly “transformative”
deal and long before the results of the ritual “synergies” and
“rebranding” could be determined, the company’s stock price had doubled.
Bain Capital and its partner, Goldman Sachs, quickly unloaded their
shares at the aforementioned 18X gain.
As
a matter of plain fact, the “transformative” C.R. Anthony deal was a
bull-market scam. Almost immediately, results headed south. After
growing 4 percent during the year of Bain’s quick 1997 exit, same-store
sales turned to a negative 3 percent in 1998 and negative 7 percent in
1999, and were still falling when Stage Stores Inc. filed for bankruptcy
shortly thereafter. The company hemorrhaged $150 million of negative
cash flow during 1998-99—that is, during the two years after Bain and
Goldman got out of Dodge City.
Bain
Capital subsequently claimed the company was “a growing, successful and
consistently profitable company during the nine years we owned it” but
then immediately ran into “operating problems.” That was a doozy by any
other name but typical of the standard private-equity narrative that
confuses speculators’ timing with real value creation on the free
market. The fact is, the bad inventory and vastly overstated assets that
took the company down did not suddenly materialize out of the blue
during the 24 months after Bain’s exit: they were actually the result of
financial-engineering games from the very beginning.
Worse
still, the Stage Stores deal embodied all of the hidden leverage that
had become par for the course in the era of bubble finance. When the
crunch came, the company had no assets to fall back on because Bain had
hocked virtually everything; it sold all the company’s credit-card
receivables to a third party, and among its 650 stores it owned exactly
three! By my calculation, the capitalized debt embedded in its store
leases was nearly $750 million and when added to its disclosed
balance-sheet debt, the company’s true debt of was $1.3 billion or a
devastating 25X its peak-year free cash flow.
The
bankruptcy forced the closure of about 250—or 40 percent—of the
company’s stores and the loss of about 5,000 jobs. Yet the moral of the
Stage Stores saga is not simply that in this instance Bain Capital was a
jobs destroyer, not a jobs creator. The larger point is that it is
actually a tale of Wall Street speculators toying with Main Street
properties in defiance of sound finance—an anti-Schumpeterian project
that used state-subsidized debt to milk cash from stores that would not
have otherwise survived on the free market.
Bain’s
acclaimed success with another retailer—Staples—is also not what it is
touted to be. Tom Stemberg was a visionary entrepreneur who got $5
million of seed money from Bain in 1986 when it was still in the
venture-capital business; the Milken-style LBO schemes came later. As it
happened, Bain exited the Staples deal after only a few years with a
$15 million profit, a rounding error in the scheme of things.
Stemberg
made Staples a free-market success, a relentless generator of
efficiency in the retail distribution of office supplies. Yet this
honest capitalist efficiency, which benefited millions of customers, was
achieved by a rampage of job destruction among tens of thousands of
Main Street stationery and office-supplies stores and other traditional
distributors. These now-defunct operations could not compete with
Staples due to their high labor costs per dollar of sales—including
upstream labor expense in the traditional, inefficient wholesale and
distribution layers that stood behind Main Street retailers.
Ironically,
the businesses and jobs that Staples eliminated were the office-supply
counterparts of the cracker-box stores selling shoes, shirts, and
dresses that Bain kept on artificial life-support at Stage Stores Inc.
At length, Wal-Mart eliminated these jobs and replaced them with
back-of–the-store automation and front-end part-timers, as did Staples,
which now has 40,000 part-time employees out of its approximate 90,000
total head count. The pointless exercise of counting jobs won and lost
owing to these epochal shifts on the free market is obviously irrelevant
to the job of being president, but the fact that Bain made $15 million
from the winner and $175 million from the loser is evidence that it did
not make a fortune all on its own. It had considerable help from the
Easy Button at the Fed.
THE $100 MILLION YELLOW PAD
American
Pad and Paper was a 20-bagger—that is, $5 million was invested in 1992
for a $100 million profit, a miraculous outcome for Bain, but hardly so
for the Ampad workers and shareholders left holding the bag when the
company went bankrupt in 1999 with massive debt. Ampad has been the
focus of competing narratives in the election, but what it truly
represents is neither jobs destroyed or saved—just an exercise in LBO
cash-stripping that would not occur in an honest free market where the
central bank was not in the tank for Wall Street.
Ampad,
owned by the giant paper conglomerate Mead Corporation, had plants in
14 states in the faintly archaic business of making notebooks,
envelopes, file folders, and writing tablets—including the eponymous
“yellow pad.” Not surprisingly, at a time when the Internet and
paperless office were taking the world by storm, Mead discovered that
Ampad was “not a good fit” and that its sale to Bain Capital was “an
early step to increase productivity.” So the question recurred as to how
spreadsheet-toting suits from Boston could resurrect what deeply
experienced executives in Dayton, Ohio, knew to be a value-destroying
sunset operation.
The
answer was leveraged financial engineering—that is, the roll-up of
similar pots, pans, and discards for an eventual coming-out party on
Wall Street. To this end, Mead perfumed the pig on the way out the door.
In conjunction with a sweeping corporate “restructuring” program, 13
manufacturing and distribution facilities were consolidated into six and
a $90 million “restructuring reserve” was established to cover asset
write-downs and severance costs for upwards of a thousand terminated
employees.
So
Bain Capital and the division’s senior management became the proud
owner of a slimmed-down $100 million business that dominated the market
for legal-sized yellow pads. Yet even with all of Mead’s pre-divestiture
elimination of plants and jobs, Ampad’s earnings in 1991 (before
interest, tax, depreciation, and amortization) amounted to the grand sum
of $4.9 million.
Mead
also topped up Bain’s tiny $5 million equity investment with short-term
financing and generous loans to the divested executives. But despite
these Band-Aids from a big company trying to rid itself of a loser, the
results showed that the suits from Boston had not moved the needle at
all. By 1993, earnings had inched up only to $5.1 million—meaning that
after 18 months of effort, Bain had come up with only $1 million of
value gain at prevailing cash-flow multiples. Accordingly, it determined
that yellow pads were not enough, and in the summer of 1994 it launched
a spree of acquisitions hoping that accordion-file folders and business
envelopes were the way of the future! The market was held to be
large—amounting to some 169 billion envelopes per year—but the snag was
they sold for only 1.6 cents each. To make a difference to its profits,
therefore, Ampad needed to sell 10 billion to 15 billion envelopes a
year.
This
turned out to not be a problem. Another group of leveraged operators
had been at work for nine years consolidating the business-envelope
sector under the Williamhouse umbrella and had accumulated numerous
plants and properties. By 1995, the Williamhouse roll-up of envelope
makers and distributors had accumulated $150 million of debt, about $250
million of sales, and a modest operating cash flow of about $16
million.
So
in October 1995, Bain again rolled the dice on a “transformative”
acquisition. It spent $300 million acquiring Williamhouse, assuming all
its heavy debt. The purchase price at 18X operating free cash flow was
on the far edge of risky, but once again the putative “synergies” proved
compelling to Bain’s bankers at the Bankers Trust Company. They
refinanced all of the huge Williamhouse debts and provided an additional
loan of $245 million. As it happened, Bain only needed $150 million to
buy Williamhouse’s stock and pay the deal fees. So it sent its bankers a
case of champagne and helped itself to a $60 million dividend in
compensation for prospective “synergies” from a day-old merger.
By
year-end 1995, Ampad had added envelopes and accordion files to its
yellow-pad portfolio, but in the process of its frenetic acquisitions,
Bain had trashed the company’s balance sheet. Compared to $45 million of
debt at year-end 1994, Ampad by June 2006 had 10X as much debt to
service—$460 million!
It
therefore desperately needed the promised giant synergies, but, alas,
they were not arriving as scheduled. Ampad generated barely enough
operating income during the first six months of 1996 to cover its
swollen interest payments, causing it to report a negligible 5 cents per
share of net income. Yet since Bain Capital had now harvested a
dividend that was 12X its original investment, it was basically home
free—with a call option on either operational miracles or clever
marketing and accounting. Not surprisingly, Bain opted for marketing and
accounting razzmatazz. In June 1996, it launched an IPO at $15 per
share—or about 150X its actual annualized rate of earnings during the
first half of the year.
The
roadshow had an altogether different spin, however. The IPO boasted
“pro forma” financials—that is, not actual sales and profits but “would
have been” results. Thus, 1995 pro forma sales of $620 million reflected
the full-year impact of its acquisitions—implying that Ampad was a
born-again “growth” company. Compared to its actual sales of only $100
million in 1991, it had purportedly been growing at 53 percent annually.
The fact that 90 percent of this growth was due to debt-funded
acquisitions was presumably to be overlooked.
The
magic wand, however, came in the pro forma “adjustments” to earnings.
The company had actually reported 1995 operating earnings of a scant
$1.5 million and a net loss after interest and taxes, but in a five-page
bridge table that was a wonder to behold, the offering prospectus
detailed several dozen pro forma adjustments that envisaged the newly
minted amalgamation of
companies—Ampad-Williamhouse-Globe-Weis-Niagara—as a gusher of profits.
Its interest costs had tripled, but thanks to “synergies,” cost savings,
and future operating improvements, the $1.5 million of actual 1995
earnings were to be viewed—through the lens of pro forma magic—as $57
million of operating income.
This
$57 million result included a lot of chickens that had not yet hatched.
For example, $8.5 million of higher operating income was to be from the
Niagara Envelope acquisition that had not actually finalized as of the
IPO prospectus. Likewise, a savings of $4.5 million was cited from
closing Williamhouse’s New York City headquarters, even though rent and
severance costs several times greater were buried in purchase accounting
and would be paid for years to come.
Yet
by July 1996, the Greenspan stock-market bubble had a good head of
steam. This meant that Ampad had no trouble selling nearly $250 million
of stock based on a prospectus riddled with pro forma adjustments to the
point of incomprehensibility, and a growth story that strained
credulity. Bain Capital was able to sell to credulous IPO punters
another $50 million of its stock, bringing its return to over $100
million and the fabled 20-bagger. Meanwhile, the hedge-fund speculators
pumped the company’s stock to a peak of $26 per share by late summer of
1996, making all the more evident that the Ampad deal was really about
speculative mania on Wall Street, not a revival of “Old Yeller” from the
bits and pieces of a dying industry.
The
company’s combined debt and equity was then being valued at $1.1
billion—or a fantastic 35X the $30 million of operating free cash flow
(EBITDA less capital expenditure) that Ampad actually posted during
1997. However, within weeks of the IPO and a profits warning, the fast
money smelled the rat and followed Bain in scampering off the listing
ship. Margins were being squeezed by the superstores faster than the
promised synergies could be realized. By early 1999, the stock was
delisted and when the company was finally liquidated in bankruptcy
shortly thereafter, secured lenders recovered about $100 million and
other creditors got zero—that is, the company was worth about 10 percent
of its peak valuation.
Once
again, the moral of the story is about the ill effects of bad public
policy, not just that smarter speculators like Bain bagged the
slower-witted. To be sure, private-equity sponsors usually don’t make
huge profits on busted deals. I lost a bundle when my auto-supplier
investment went bankrupt, and was prosecuted for fraud to boot. But the
government eventually dropped the charges entirely because in the end it
was a case of way too much leverage and bad timing in the midst of an
auto-industry collapse that took down GM, Chrysler, and nearly every
major supplier too.
The
lesson is that LBOs are just another legal (and risky) way for
speculators to make money, but they are dangerous because when they
fail, they leave needless economic disruption and job losses in their
wake. That’s why LBOs would be rare in an honest free market—it’s only
cheap debt, interest deductions, and ludicrously low capital-gains taxes
that artifically fuel them.
The
larger point is that Romney’s personal experience in the nation’s
financial casinos is no mark against his character or competence. I’ve
made money and lost it and know what it is like to be judged. But that
experience doesn’t translate into answers on the great public issues
before the nation, either. The Romney campaign’s feckless narrative that
private equity generates real economic efficiency and societal wealth
is dead wrong.
A $165 MILLION SCORE ON EXPERIAN
In
September 1996, Bain Capital and some partners bought Experian, the
consumer-credit-reporting division of TRW Inc., for $1.1 billion. But
Bain ponied up only $88 million in equity along with a similar amount
from partners; all the rest of the funding came from junk bonds and bank
loans. Seven weeks later, they sold it to a British conglomerate for
$1.7 billion, producing a $600 million profit for all the investors on
their slim layer of equity capital and after not even enduring the
inconvenience of unpacking their briefcases.
Quite
obviously Bain generated zero value before it flipped the property. So
the fact that it scalped a sudden and spectacular $165 million windfall
has nothing to do with investment skill or even trading prowess.
Instead, the Experian Corp.’s $600 million valuation gain in just 50 days was an inside job. That explains how a division put on the auction block by one of the nation’s most prominent dealmakers, CEO Joseph Gorman, could have been so badly mispriced in the initial sale to Bain Capital and its partners—that is, how they got it for just 65 percent of what the property fetched only months later. In fact, the original auction had been run by Bear Stearns—and it became evident in March 2008 that Bear Stearns had never been in the client-service business; it had been in the brass-knuckled trading business, where it used its balance sheet to underwrite and trade immensely profitable “risk assets.” Not surprisingly, the private-equity houses were the premier source of profits for its trading and capital-markets desks—so its “investment bankers” needed little encouragement about where to steer corporate-divestiture deals.
Instead, the Experian Corp.’s $600 million valuation gain in just 50 days was an inside job. That explains how a division put on the auction block by one of the nation’s most prominent dealmakers, CEO Joseph Gorman, could have been so badly mispriced in the initial sale to Bain Capital and its partners—that is, how they got it for just 65 percent of what the property fetched only months later. In fact, the original auction had been run by Bear Stearns—and it became evident in March 2008 that Bear Stearns had never been in the client-service business; it had been in the brass-knuckled trading business, where it used its balance sheet to underwrite and trade immensely profitable “risk assets.” Not surprisingly, the private-equity houses were the premier source of profits for its trading and capital-markets desks—so its “investment bankers” needed little encouragement about where to steer corporate-divestiture deals.
In
that endeavor, they got plenty of help from the inside management of
spun-off divisions, which were usually marketed as a “key asset” of the
business and eager to participate in the prospective LBO. Thus,
Experian’s CEO, D. Van Skilling, and his lieutenants reaped millions
from this Wall Street-orchestrated windfall before they had even been
issued new business cards. Oblivious to the irony, however, Skilling
defended Bain’s instant $165 million profit by insisting to Business Insider
“there was never a hint of financial chicanery at all.” He had that
upside down. The deal was pure chicanery, but not because the
private-equity investors were underhanded. It was because they were
artificially enabled by the central banking and taxing branches of the
state—the true source of this kind of rent-a-company speculation.
THE WESLEY-JESSEN HOME RUN
Wesley-Jessen
was a small specialist firm that did reasonably well in cosmetic
eye-color lenses and toric lenses to correct astigmatism. In mid-1995,
when Schering-Plough Corp. put it on the block, Bain Capital invested $6
million and reaped a $300 million profit for itself by 1999—making
nearly 50X its investment in the same number of months. On an
apples-to-apples basis, however, the company’s operating income rose by
only 2X during the same period, by my calculations. The rest of the gain
was due to massive leverage, the Greenspan bubble, and accounting moves
that can fairly be called myopic.
Bain
employed a hoary old dodge—having its accountants write off every dime
of plant, equipment, and intangible know-how, reassigning roughly $40
million to the inventory accounts, and then charging it to income in the
immediate two or three quarters. This trick eliminated all future
depreciation, thereby magically adding $14 million to the pro forma
operating income on Wesley-Jessen’s $100 million of sales. Investors
were promptly told to ignore the resulting losses, of course, since
these inventory charges were “non-recurring”! In fact, savings from
pre-deal “restructuring” actions by the seller, plus the accounting
magic, generated $24 million of freshly minted “operating income” before
Bain’s turnaround squad even showed up at the company’s headquarters.
The alleged “turnaround” of Wesley-Jessen was thus largely an artifact
of Bain’s PR machine.
In
the fourth quarter of 1996, the company borrowed $70 million to acquire
a competitor, Barnes-Hind, from Pilkington plc. Before the ink was dry
on the merger contract, Bain filed an IPO prospectus. While Barnes-Hind
had an operating loss of $17 million the year before the merger, its
results for that period were improved by $23 million owing to Bain’s pro
forma adjustments—creating the appearance of another dramatic
turnaround.
During
the 12 months ending at the merger date, the combined companies had
actually incurred a net loss of $27 million, but it vanished with the
help of $50 million in pre-tax adjustments for merger accounting and
prospective savings. So its pro forma earnings took on a decisively
improved aura; it would have booked a $14 million profit, or about $0.73
per share.
Not
surprisingly, the stock market eagerly scooped up $45 million of new
shares at $15, or 20X these gussied-up earnings, just in time for the
Fed to begin a new round of goosing in March 1997. And that proved
propitious for Bain. Almost to the day on which its 180-day IPO lockup
expired, it sold its first batch of shares in a secondary offering in a
now red-hot stock market at a red-hot price that was up 60 percent from
the IPO.
Wesley-Jessen
had not then filed financial statements with even $1 of GAAP (generally
accepted accounting principles) net income. But when Bain’s
underwriters wired the proceeds in August 1997 the selling price was
$23.50 per share. That’s 52X the $0.43 per share it had paid for the
stock 25 months earlier. At the end of the day, massive leverage, fancy
accounting, and bubble finance, not entrepreneurial prowess, were the
source of Bain’s 50-bagger.
THE ITALIAN JOB
In
November 1997, Bain Capital pulled off a veritable capitalist heist in
the socialist redoubts of the Italian Yellow Pages. On a $17 million
investment in the Italian phone book, it took out a profit of $375
million. This was not only a 22-bagger; for Mitt Romney, it was the
ultimate in no-sweat riches. According to the company’s CEO, Romney’s
sole involvement was a cameo appearance during a due-diligence session:
“He came into the room, asked a couple of very sharp questions
immediately, shook hands and left.”
Twenty-eight months later, in February 2000, Romney’s former colleagues at Bain located him during his tour of duty in Salt Lake City, where they wired his share of the winnings: a reputed $50 million.
Twenty-eight months later, in February 2000, Romney’s former colleagues at Bain located him during his tour of duty in Salt Lake City, where they wired his share of the winnings: a reputed $50 million.
Bain
and a syndicate of private-equity houses were originally brought in as a
stalking horse to validate the government’s “privatization”
machinations. At the time, the key Italian Treasury official was one
Mario Draghi (now president of the European Central Bank). His
assignment was to get the nation’s huge deficit down to a Maastricht
Treaty–compliant 3 percent, and he elected to do so by means of a
rent-a-balance-sheet ploy of the type then in favor. The short story is
that Bain and the other investors paid 5X the company’s operating income
for their shares, and were paid 100X operating income to leave when
local circumstances obviated the need for the rental deal. That
preposterous multiple expansion accounted for virtually all of Bain’s
22-bagger.
In
the interim, the dotcom bubble reached it fevered peak—so Italy’s
lumbering phone-book publisher had puffed itself up as a fleet-footed
Internet company, claiming to be the next AOL. In the fog of 1999’s
worldwide financial bubbles, a group of corporate raiders who did not
have two nickels to rub together then got control of Italy’s storied
typewriter maker, Olivetti, and parleyed massive borrowings through that
vehicle into control of the Italian phone company. Now hoist atop a
stupendous house of cards, the raiders next went after Italy’s
gussied-up Yellow Pages, paying $24 billion—or 180X net income—for a
business that was slithering into the sunset. In fact, it is currently
worth perhaps 1 percent of Bain’s exit price through a deal that
top-ticked Greenspan’s NASDAQ bubble in February 2000. Never have a
group of private-equity men laughed more heartily on the way to the
bank.
The
Bain Capital investments here reviewed accounted for $1.4 billion or 60
percent of the fund’s profits over 15 years, by my calculations. Four
of them ended in bankruptcy; one was an inside job and fast flip; one
was essentially a massive M&A brokerage fee; and the seventh and
largest gain—the Italian Job—amounted to a veritable freak of financial
nature.
In
short, this is a record about a dangerous form of leveraged gambling
that has been enabled by the failed central banking and taxing policies
of the state. That it should be offered as evidence that Mitt Romney is a
deeply experienced capitalist entrepreneur and job creator is surely a
testament to the financial deformations of our times.
AMPAD Office Supplies HQ: Richardson, Texas
1992: Bain invests $5 million in American Pad and Paper (Ampad).
1994: Bain launches a spree of acquisitions of other office-supply companies for Ampad.
1995: Ampad acquires Williamhouse, an envelope manufacturer, for $300 million, assuming its $150 million in debt.
1996:
With Ampad's IPO launch, Bain's control of the company ends, though it
continues to hold a large share in the company. Its profit is $100
million.
1999-2000: Loaded with debt from its acquisitions, Ampad goes bankrupt.
What Bain said:
"Our control of Ampad ended in 1996, fully four years before it
encountered financial difficulties due to overwhelming pressure from
'big box' retailers, declines in paper demand, and intense foreign price
pressures."
STAGE STORES
Department Stores
HQ: Houston, Texas
1988: Bain begins buying small, failing retail chains and repackages them as Stage Stores Inc.
1997:
Stage Stores Inc. acquires C.R. Anthony, another chain of department
stores, which gives Stage Stores Inc. the appearance of growth. Five
months later, Bain unloads its shares in the parent company, making a
profit of $175 million.
2000: After more than two years of plummeting sales, Stage Stores Inc. files for bankruptcy.
What Romney said: The
bankruptcy occurred a dozen years after Bain put the original deal
together, and the company "grew for years," according to a spokesman.
WESLEY-JESSEN
Eye Care
HQ: Des Plain, Ill.
1995: Bain invests $6 million in Wesley-Jessen, a company specializing in color contacts.
1996: Wesley-Jessen acquires Barnes-Hind, a competitor, for $70-80 million of borrowed money.
1997: Wesley-Jessen's IPO is released. Bain begins to sell off its shares. The company has not shown net income.
2000:
Ciba Vision, a unit of Novartis, purchases Wesley-Jessen. Bain reaps a
$300 million profit. As of 2012, the company has not yet earned back its
capital costs.
What Bain said:
"The company more than doubled sales and tripled earnings under Bain
Capital's ownership, transforming into a growing and highly profitable
company."
STAPLES
Office Supplies
HQ: Framingham, Mass.
1986: Bain loans $5 million in seed money for Staples.
1989:
Staples goes public, Bain earns a profit of $15 million. The company at
the time employed only 1,100 people. Romney remains on the board for
more than a decade.
2012:
Staples employs 50,000 full-time employees, but that represents a
reduction in the numbers who worked in the tens of thousands of
main-street stationery and office-supply stores acquired by the company
over the years.
What Bain said: "The
company more than doubled sales and tripled earnings under Bain
Capital's ownership, transforming into a growing and highly profitable
company."
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