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David Callahan

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Bad Debts, Big Profits: How Private Equity Firms Turn Red Ink Into Gold

Posted: 05/23/2012 1:45 pm

One big question at the center of the private equity debate is whether firms like Bain Capital intentionally set out to burden the companies they take over with debt -- or whether things just sometimes go sour amid failed turnaround efforts.

Defenders of private equity say that piling up debt is nobody's idea of a good business model. People like David Brooks, who yesterday depicted private equity firms as heroic reformers of a bloated business sector, seem unable to imagine that "vampire capitalism" could yield much of a payday.

But, of course, if we have learned anything over the past few decades, it's exactly the opposite: predatory behavior with no productive purpose often does pay in an era of advanced financial engineering and perverse incentives. The leveraged buyout artists of the 1980s famously discovered this and made vast fortunes. Private equity firms, the rebranded heirs to the LBO movement, have found the same thing and one path to riches, it turns out, is by creating bad debt.

The financial reporter Josh Kosman has documented how this works in great detail in his book on private equity, The Buyout of America. Kosman covered the private equity world up close for years as a writer and editor for Buyouts Newsletter, The Deal, and Mergermarket.com. He had exceptional access to leaders in the private equity world and a ringside seat to numerous private equity deals.

A key point that Kosman makes in his book is that, in fact, it can be quite profitable for private equity firms to drive the companies they take over into debt, regardless of whether those companies then end up bankrupt. By taking over companies and having them borrow a lot of money, private equity firms create a pile of cash, some of which they can direct their own way in the form of management fees and dividends. And because interest on the debt is tax deductible, the consequences of reckless borrowing can be kicked down the line. This is exactly what happened with some of the companies that Bain Capital took over. Bain managed to make a huge return on its investments even in cases where companies failed. Creation of new debt made those profits possible.

David Brooks scoffs that "banks would not be lending money to private equity-owned companies, decade after decade, if those companies weren't generally prosperous and creditworthy." But, again, if we have learned anything in recent decades it is that financial institutions are happy to hand out easy money when well-connected insiders who stand to profit are pushing hard for that cash and somebody else can be left holding the bag. We learned that from the S&L scandal, when banks made billions in bad loans so insiders could profit and taxpayers paid the tab; we learned that from the Long-Term Capital Management meltdown when a bunch of "genuises" lost a fortune in borrowed money and almost wrecked the financial system; we learned it from the Internet bubble, when venture capitalists invested in anything with a .com suffix, cashed out after IPOs, and clueless investors took the hit; and we learned this hard lesson yet again from the real estate bubble.

Borrowing lots of money and incurring bad debts is not how real businesses make money in a normal world. But we don't live in such innocent times. Modern American capitalism is rife with sophisticated financial intermediaries who exploit flaws and complexity in the system, as well as insider connections, to make profits off of predatory behavior -- which brings us back to why the attacks on Bain Capital are both accurate and fair.

When Bain took over GS Technologies, the Kansas City steel firm, it put up $8 million of its own money, according to PolitiFact. The rest was put up by partners. Once it controlled the company, Bain had GS Technologies borrow $125 million by issuing corporate bonds. Bain then had the company pay out $65 million to shareholders -- including a $36 million dividend to Bain. GS Technologies then borrowed another $125 million, much of which was spent on modernizing its operations. Bain also reinvested nearly half of its earlier dividends.

The story gets more complex from there, according to PolitiFact, but the bottom line is this: When GS Technologies finally went bankrupt in 2001 it had $554 million in debt. Bain ultimately invested $24 million and ended up with a $50 million return, according to the Los Angeles Times.

PolitiFact's verdict: The Obama campaign's claim that Bain loaded GS Technologies with debt and hurt the company is "mostly true."

Something similar happened with Ampad, another company Bain took over and another focus of Obama attack ads. As Politico has noted, "The company went into bankruptcy in 2000, holding a debt load of more than $400 million. Bain's return on its $5 million investment was $100 million."

 
 
 

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HUFFPOST SUPER USER
Akla
Leave No Trace, Just a Good Impression
09:32 AM on 05/24/2012
People with money will always contrive to get others money, but they get the law on their side so they can do it legally. Walking into a bank and robbing it with a gun is the direct, illegal way to do it. Buying shares, taking over control of the bank, running into massive loan debt, paying yourself huge bonuses for fees and performance, then walking away while declaring bankruptcy takes a bit more time but is the legal way to do it. Was Gordon G based on romney?
08:48 AM on 05/24/2012
So... Financing 101... it looks like you rally together enough investors in order to control over 50 percent of the target company. Buy issuing bonds(loans) and use that cash to buy back shares of the ailing company and increasing the pay-out dividend you make the share price rise and the dividend makes it that much more attractive by those not privy to the inner circle. With the stock price going up, and by showing you've invested in new equipment, shaved labor costs etc... you then are good to go for issuing more bonds(loans) and wash, rinse and repeat until the whole house of cards comes tumbling down? Is this an accurate, simplistic scenario of how private equity might choose to operate?
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02:59 AM on 05/24/2012
If the financial community is so rife with crooks and fraud, why haven't the brilliant economists who are so squeaky clean kicked all the crooks out?

If venture capitalists are such robbers, thieves and crooks, how can they stay in business?

Regardless who happens to be running for political office, wouldn't it be the right thing for those with clean hands get rid of the ones bringing such bad PR to the Venture Capital business?

I will VENTURE a GUESS. I suppose that when the election is over, whoever trashed Venture Capitalist, will stop identifying so many bad apples in the trade IF their party WINS.

Is being a CROOK, a THIEF or a SCAM ARTIST wrong ONLY when the opposition is doing it?
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free reign
My country tis of thee!
05:51 AM on 05/24/2012
THAT is why the French booted the agency of the bankers. THAT is why we must. The White House has spent too much too much time offering our property to these gangsters for the easy access to HUGER STREAMS of equity that are created from tax breaks and deregulation. These streams; untaxed inflation driving, outsourcing, HUGE trillions in Fed floods and trading American's deposits to inflated OUR cost of living, while culling billions in fees, IS OUTRIGHT TREASON.

The hard(non-Koch) right and left(worker/poor) MUST align to throw off this lecherous drag on our nation and economy.
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02:30 AM on 05/24/2012
I always thought that generally the private equity plan was to buy a company with financing mainly from debt, then pump up the profit figures by shedding staff and cutting costs, then sell the company at a capital profit (generally at a very low or no tax rate) before all the cuts start to have a negative effect on the profits and the value of the company. Private equity is profitable it is the investors who buy off them that pay the cost.
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dadw5boys
Disabled Vietnam Vet
12:13 AM on 05/24/2012
Debt and Bankruptcy is good for Predators in Private Equity and extremely profitable.
So who actually get stuck with paying those Debts when a Bain controlled Company goes into Bankruptcy ?
WE THE PEOPLE ?
Well Mitty we are glad to see your rich and we all know in some way every day of our lives we are paying for all those Debts you left in your wake.
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dbackl
Guns kill people - the rest is rhetoric
11:46 PM on 05/23/2012
To make capitalism work - there needs to be a balance of investment and return for both the owners and the workers. This means that neither maximizing employment, nor maximizing profits are the objective if we want to achieve a fair and equitable solution. Just as unions can serve a positive purpose in helping restore this balance or become a negative one when they overly restricting or burdening management, so too can private equity serve a positive purpose in either recycling underutilized assets or become a negative one when they go too far by destructively cannibalizing healthy firms strictly for profit, this is particularly true if it is to the detriment of the workers.

While both unions and private equity can serve a useful purpose, neither is a model or answer for healthy capitalism. Given that the current balance is clearly in favor of the owners (the 1% are rapidly increasing the size of their piece of the pie) – the last thing we would need is someone who thinks that private equity’s predatory practices are the model for our future. We need to restore the balance, without going too far.
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free reign
My country tis of thee!
05:46 AM on 05/24/2012
From a family that inludes centuries of economists, I can tell you that you are spot on. Economy is defined as balance.
Money; equity is like energy. When deregulation and tax code extracts it into remotely positioned clouds of untaxed inflation driving, AWAY from commerce and industry, which circulates incomes and generates revenues, DEBT is the ONLY product. Outsourcing IS DANGEROUS INSURANCE fueling the pirating debt machine.
You are the REAL independent.
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11:12 PM on 05/23/2012
There's nothing 'complex' or 'mystical' about fraud.

Restore Glass-Steagall and together we can SHUT DOWN the free markets of FRAUD!
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dadw5boys
Disabled Vietnam Vet
12:17 AM on 05/24/2012
So this Bank loans Mitt money for Bain and he borrows money from a 100 other banks under the Companys Name maxing out a companys credit.
Then goes bankrupt and pays off the bank that loaned Bain money but not the Banks that loaned the Company Money.
That is 3 card montie right ?
Is the money under this nutshell or this one or this one. round and round we go.
10:17 PM on 05/23/2012
This article is crap.
Romney is an awesome businessman
He took investors $$$ and made them more $$$
worked hard and did it the honest way - no government handouts/bailouts
The USA would be all the better if Romney took over
plus Romney does not support radical islam like obama does
02:32 PM on 05/24/2012
What about the 100's if not 1000's of workers that lost their jobs as a result Einstein?
09:40 PM on 05/24/2012
hmm and Obama screwed 10's of thousands of honest Americans who had their life savings invested in GM bonds in the GM bankruptcy where Obama broke contract law. All so he could pay back the corrupt unions that helped into office. 
09:47 PM on 05/23/2012
What Bain did is neither difficult nor original. I knew a guy in college who answered every credit card offer. He wracked up massive debt on one card, then transferred the balance to another, then back to the first. In doing so, he proved to the creditors ability to pay big balances and so they increased his credit line. He then went absolutely nuts spending massive amounts on liquor, drugs and girls until he maxed them all out. He had some serious fun before it ended. Never denied what was happening, nor made any effort to apologize for it. The banks were his suckers and he took them for all he could. Then he declared personal bankruptcy. He was very popular and paid the price for a short time before regaining his credit. Last I heard, he was running for a local board of county commissioners.

What he did for thousands of dollars, Bain did for millions...repetitively. This isn't genius and it isn't new. It's simply what can be done in the absence of oversight or morality.
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dadw5boys
Disabled Vietnam Vet
12:23 AM on 05/24/2012
Republicans have been doing that same credit card game for years.
The trick was to keep one or two cards you never used and had about $3,500 limit on then after the Bankruptzy you were good to go with creidt again.
In 6 month the Bankruptxy was over and it showed someone was allowing you credit again so everyone would throw you a card again.
But for 3 years they had to be careful and not get behind on my payments.
Hey if you were not smart enough, they said, to buy everything you needed with the First $100,000 bankruptcy then your were stupid. Now this was Republicans telling me this like it was an insiders joke on the Credit Industry back in the 80's.
09:16 PM on 05/23/2012
Most of the comments here argue about what private Equity (PE) firms do most of the time vs what they do some of the time. Let's take that $5M "investment" Bain made on Ampad, which turned into a $100M return to Bain even though Ampad declared bankruptcy. Sounds like a pretty good way to generate some capital to a cynical ear. Overall Bain's track record might look pretty OK--mostly good investments, a couple of bad ones here and there. But were the bad investments really a case of mistakes or errors in judgment? Or were they scams cooked up to raise a boatload of cash in a short period of time? Anyone who doesn't at least ask the latter question is living in Pollyanna World, where everybody wants to do good all the time. If they really wanted to do good, why didn't they put that $100M back into Ampad and try to make it work, or at least use it to pay off suppliers and everybody else who got burned when the declared bankruptcy? How many other companies were forced into bankruptcy when Bain walked away? I can already hear the savants shaking their heads and saying that I just don't understand how business works. And yeah, when honesty is just a marketing word, I guess I don't.
09:13 PM on 05/23/2012
David,

Spewing opinions on a subject you know so little about is striking. You obviously have an agenda and do no seek to understand how private equity functions. Instead you promote a personal agenda. Having spent the last 25+ years building companies, I have become intimately familiar with private equity. I will never be in politics because of the vile behavior of people who have agendas. I have started no less than a dozen companies have invested in over 70 companies. Have all been a success, no. Have the companies created tens of thousands of jobs, yes. The Oliver Stone version of private equity is no different that casting every politician as a crook. It happens but the use of outliers to mislead people is the currency of the political class.
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jmdziuban1
Aspiring ne'er do not-so-well
03:10 AM on 05/24/2012
So, you are saying Mitt Romney and Bain are outliers? I ask because the article examples that such practices often were the formula followed by Romney/Bain, whether intentionally or not.
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free reign
My country tis of thee!
06:03 AM on 05/24/2012
I am thinking that JG was actually interested in funding industry, not liquidating and fixating equity and capital into inflation driving, tax avoiding, racketeering. Equity dangerously fixated offshore and into outsourcing. Double down debt, ensured and insured BY US.
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xanas
libertarian, voluntarist, anarchist
07:21 PM on 05/23/2012
What makes the perverse incentives come about?
Answer: State intervention.
Solution: More state intervention?

No. The state protects corporate management and shareholders from lawsuits through limited liability. The state bails out the "too big to fail" in various ways, sometimes directly, sometimes indirectly (such as by hiking tariffs, such as they recently did to protect the solar industry, or previously did with sugar to make HFCS more common).

The financial sector of the economy is screwed up precisely because it's the sector with the most state intervention. It starts from the Fed, continues with the FDIC and then there is the ratings cartel created by the SEC through it's NRSRO designation and the regulations based upon that.

There is a pyramid of bad law adding up to create these perverse incentives that people wisened to the system can follow and those who aren't can't.

Before the Fed there was a banking cartel that it was formed to support, and the state has had favoritism towards banks for a long time by suspending payments in cash whenever there were panics. Big banks have always been shielded by the state. The banks help out the government in return by buying it's junk bonds that are paid for by taxation (if they have the will) or more debt (if they don't). Everyone not "in on it" is impoverished by this cycle as those who follow the money and know when to get out or are big enough to get a bailout get rich.
ubrew12
that crazy uncle from Amarcord
09:24 PM on 05/23/2012
You and I are neighboring farmers. Since you identified the 'state' as the source of all 'perverse incentives', and Scott Walker is our governor, there is no 'state' intervention in our decision-making process. So, I kill you and your family. And I take over your farm. Now, according to 'free, unregulated' capitalism, I made a good decision, didn't I? I mean, I DOUBLED my production AND my profits!! And I'm certainly not the 'state'. So, Hooray for me.

You know what I like best about this scenario? The one in which I double my wealth? I like best the fact that you asked me to do it...
06:04 AM on 05/24/2012
To kill your neighbor to take over his farm is highly illegal and exceptionally immoral. Lousy example.
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xanas
libertarian, voluntarist, anarchist
06:41 PM on 05/24/2012
Where did I say "all" ? And when I say "the state" I'm not referring any of the individual states within the US, but a term by which I delineate between civil government which is voluntary (like clubs, churches, etc.) and those governments which act as monopolies of force over a given geographical area.

I oppose initiating force against another party whether it's done by a state or an individual. But only the state claims the right to do it. Everyone recognizes the individual has no such right. The "ridiculous" nature of the example you gave is exactly my point. No one would respect you doing what you just said. Neither should they accept it when the state does anything like it.
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free reign
My country tis of thee!
05:39 AM on 05/24/2012
You are a perfect example of misdirected anger. Liberatarians are patriots?
Misdirected anger is the footsoldier of despots. They are conned to destroy their own protections, and attack fellow citizens. They attack what they tout as the true way to freedom.

The government is designed to be OUR government. Not an independent entity operating in interests of non-citizens. The blather "about the state" is contrived and set out by the very remotely positioned interest that want to exploit and pirate further, NOT the citizens, or even Ameriacan business nterests.
Do you not want your government to regulate? YOUR Fed would NOT be an intl banker front.
Do you believe that investment banking institution should be able to plunder, deregulated because surely people will figure it our someday and steer away? Independents lost my allegiance when they signed themselves over to UNTAXED intl banker, racketeers weilding tens and tens of trillions in untaxed equity to create an Fed and outsource/inflation DEBT MACHINE.
Independents=faithfully subjugated
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xanas
libertarian, voluntarist, anarchist
06:53 PM on 05/24/2012
free reign, tell me please when the last despot arose from libertarian ideology?

Lets look at any of the despots in recent history. Not a one of them in any capacity followed a free market program or was particularly fond of classical liberals. There is and was not one despot you can name that praises people like Ludwig von Mises, Murray Rothbard, Albert Jay Nock, Lysander Spooner, or that has in any way employed their advice at all. You would have to be completely ignorant to come up with such a ridiculous statement.

On the other hand, when such despots have come into power they have done so by appealing to all kinds of the same BS that Keynesians and Democratic or Republican politicians follow. Look at Venezuela which is now a wreck thanks to price controls and all kinds of nonsense implemented in the name of helping the people and harming the corrupt business. This isn't to say business can't be corrupt, far from it, but that you can't make them less corrupt by looking for more state control. If that worked, the Soviet state would have had no corruption whatsoever.

The state is far too inept to regulate anything without the input of the businesses it's regulating. Maybe someday you'll learn about regulatory capture, but that would require you to think outside the box that your 3rd grade teacher informed you was the proper way to think of the role of government.
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Pearlswan
Born in Philly yet my heart's now in Frisco
06:46 PM on 05/23/2012
Romney wants to make Solyndra look like a gov't investment that rewarded the President's "friends," as he calls them, rather than just one failure among many successes investing in the green energy sector of the economy. Yet, when the same principle is applied to the scrutiny of the Romney Bain investments, like GS Technologies & others, suddenly we are discussing the efficacy of private equity functions in the whole economy to understand why Romney isn't investing in failing companies just to reward his "friends." What a twist. If only Americans could understand how the economy works for & against their own interests, because it does do both, they could see where they should put their support to benefit their own well-being in the midst of others doing the same.

The facts are that whenever private equity shows up on your company's doorstep there will be jobs lost, benefits lost, debts increased for workers and money made for investors. Investors always win because workers never become owners. If workers were owners of capital & their own production (labor) the whole system would work better for all. But no one wants to talk about that because when workers own the business they call it socialism even though, as a group, the workers are all capitalists. Go figure.
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jkkFL
Opinions are not Facts.
10:23 PM on 05/23/2012
More facts about the Solyndra issue, that the GOP keeps forgetting:
The Solyndra loan guarantee was a multi-year process that the Bush Administration launched in 2007.
The Bush team tried to conditionally approve the Solyndra loan just before President Obama took office.
The loan comprises just 1.3% of DOE’s overall loan portfolio. To date, Solyndra is the only loan that’s known to be troubled.
But the headline makes it seem like the White House had decided to give $535 million to a company after an auditor had said it was financially troubled.
ooops...
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dadw5boys
Disabled Vietnam Vet
12:27 AM on 05/24/2012
then Romeny will have to explain all the money the state, county and city spend to get Solyndra opened there.
The funding was approved because so much money had been spent on it .
Guess they could have gotten a Telephone Service Center that Republicans like to Fund with Public Money all over the USA.
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MSROADKILL612
love auto biographys. any appS to write mine?
06:40 PM on 05/23/2012
The real issue is if they can flip the stripped out carcass & pension funds to dopey mums at the end of it in an ipo - do not touch them. what u r buying is not the company w/ a proud name that u think
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dadw5boys
Disabled Vietnam Vet
12:33 AM on 05/24/2012
the first thing Bain robbed was the Retirement Funds and cut out the Health Insurance Plans for retirreees forcing them onto Medicare.
He cut retirees pay by $400 a month. then dumped the whole plan on the Federal Government .
Remember Bush signed in to law that Company in 2004 only had to fund retirement funds at 15% level Republicans lowered the required funding of retorement plans twice from 45% to 25% then to 15 % -- that is the same as destorying all retirement funds across the USA.
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MSROADKILL612
love auto biographys. any appS to write mine?
04:41 AM on 05/24/2012
details aside - yup - plunder the pension fund is a lot of it
06:04 PM on 05/23/2012
seems forgotten that this whole PE issue began with a discussion about the ridiculous tax rates paid by Romney and others. It adds insult to injury. All approved by our corrupted Congress