David Stockman: Mitt Romney and the Bain Drain

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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. Keep up with this story and more by subscribing now 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. ‘The Great Deformation: How Crony Capitalism Corrupts Free Markets and Democracy’ by David A. Stockman. 400 pp. PublicAffairs. $29.99. 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. 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! 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. 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. w Crony Capitalism Corrupts Free Markets and Democracy by David Stockman. Copyright © 2012 by David Stockman. Adapted by permission of Publicaffairs, a member of the Perseus Books Group. Stockman’s book will be published in March 2013. Tags:IoT gateway, LTE Cat 1 router, Embedded LTE Cat 1 router, Industrial LTE Cat 1 router