The rationale for the enormous fees Bain extracts from its target companies is its 'expertise' as a turnaround manager. The 'turnaround' involves Bain actively managing companies, and imposing heavy debt loads. The debt would be used for two purposes: to finance the original buyout deal, and to finance a risky acquisition strategy wherein the target company acquires as many other companies as possible. These sub-acquisitions could be immediately resold as soon as the original deal began to look shaky.
"In four of the seven Bain-owned companies that went bankrupt,
Bain investors also profited, amassing more than $400 million in gains before the companies ran aground, The Times found. All four, however, later became mired in debt incurred, at least in part, to repay Bain investors or to carry out a Bain-led acquisition strategy.
Debt from acquisitions, usually part of a “roll-up” strategy of buying competitors, played a role in at least five of the seven bankruptcies The Times examined. In most of these cases, Bain investors garnered some initial gains before the companies faltered.
For example, after Bain acquired Ampad, a paper products company, in 1992, the company grew through a series of acquisitions. Sales jumped, but its debt climbed to nearly $400 million, and it found itself squeezed by “big box” office retailers. It filed for bankruptcy in 2000. Bain and its investors walked away with a profit of more than $100 million on their $5 million investment, on top of at least $17 million in fees for Bain itself, according to securities filings and investor prospectuses.
A similar phenomenon unfolded with DDi, a Bain-owned circuit board maker that expanded aggressively in the late 1990s. Sales soared, but so did its debt. The bursting of the tech bubble forced it to scale back. It filed for bankruptcy in 2003. The gains for Bain’s investors easily exceeded $100 million. Bain also collected more than $10 million in fees.
Private equity firms also collect transaction or deal fees, ostensibly for advisory work, from companies they buy. These fees are generally collected for major transactions, like the purchase of another company, a public stock offering or even the initial acquisition of the company. A third fee stream comes from annual monitoring or advisory fees that portfolio companies typically pay to their owners, the buyout firms.
These fees can be substantial. In the case of Dade International, a medical supply company in which Bain acquired a stake in 1994, Bain and other investment firms piled up nearly $90 million in fees over seven years. The company filed for bankruptcy in 2003 but not before it had borrowed heavily to pay $420 million to Bain and other investors several years earlier.
In the case of Cambridge Industries, Bain first acquired a stake in the manufacturer of plastic automotive parts in 1995. Bain employees personally invested $2.2 million, according to bankruptcy records, alongside $15.7 million from outside investors.
Bain immediately collected $2.25 million from Cambridge as a transaction fee for investing in the company. Cambridge then acquired several companies in rapid succession, and each time, Bain earned 0.75 percent of the purchase price as a transaction fee. The rest of Bain’s $10 million in fees came through advisory fees and payments for a debt refinancing completed by Cambridge in 1997.
By then, interest payments from the company’s expansion were outstripping operating income. As part of the refinancing, aimed at lowering interest payments, Cambridge repaid $17 million it owed to a debt fund run by Bain. This involved paying it a $2 million prepayment penalty.
Cambridge was finally forced into bankruptcy in 2000, when Bain declined to provide the company with an infusion of capital needed to fulfill a major new order, according to former company officials. During bankruptcy proceedings, lawyers for some of Cambridge’s creditors leveled scathing criticism at Bain, zeroing in on the fees extracted while they said Cambridge was insolvent, as well as the prepayment to Bain’s debt fund.
Eventually, Bain settled the dispute by paying $1.5 million to the bankruptcy trustee.
“We have been unable to identify what, if any, ‘reasonably equivalent value’ the Company received in exchanges for these exorbitant fees,” Michael Stamer, a lawyer for the unsecured creditors committee, wrote to Bain’s lawyers. “It appears, instead, these fees were nothing more than a device used by Bain to provide a return on its equity.”
But is this satire?, you ask. You betcha!
The old world is dying, and the new world struggles to be born: now is the time of monsters. -Antonio Gramsci
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