How the GOP presidential candidate and his private equity firm staged an epic wealth grab, destroyed jobs – and stuck others with the bill
“… a self-righteously anal, thin-lipped, Whitest Kids U Know penny pincher who'd be honored to tell Oliver Twist there's no more soup left.”
By Matt Taibbi
August 31, 2012
The great criticism of Mitt Romney, from both sides of the
aisle, has always been that he doesn't stand for anything. He's a flip-flopper,
they say, a lightweight, a cardboard opportunist who'll say anything to get
elected.
The critics couldn't be more wrong. Mitt Romney is no
tissue-paper man. He's closer to being a revolutionary, a backward-world
version of Che or Trotsky, with tweezed nostrils instead of a beard, a
half-Windsor instead of a leather jerkin.
His legendary flip-flops aren't the lies of a bumbling opportunist ~ they're the confident prevarications of a man untroubled by misleading the nonbeliever in pursuit of a single, all-consuming goal.
Romney has a vision, and he's trying for something big: We've
just been too slow to sort out what it is, just as we've been slow to grasp the
roots of the radical economic changes that have swept the country in the last
generation.
The incredible untold story of the 2012 election so far is that
Romney's run has been a shimmering pearl of perfect political hypocrisy, which
he's somehow managed to keep hidden, even with thousands of cameras following
his every move.
And the drama of this rhetorical high-wire act was ratcheted up even further when Romney chose his running mate, Rep. Paul Ryan of Wisconsin ~ like himself, a self-righteously anal, thin-lipped, Whitest Kids U Know penny pincher who'd be honored to tell Oliver Twist there's no more soup left.
By selecting Ryan, Romney, the hard-charging, chameleonic
champion of a disgraced-yet-defiant Wall Street, officially succeeded in moving
the battle lines in the 2012 presidential race.
Like John McCain four years before, Romney desperately needed a
vice-presidential pick that would change the game. But where McCain bet on a
combustive mix of clueless novelty and suburban sexual tension named Sarah
Palin, Romney bet on an idea. He said as much when he unveiled his choice of
Ryan, the author of a hair-raising budget-cutting plan best known for its
willingness to slash the sacred cows of Medicare and Medicaid.
"Paul Ryan has become an intellectual leader of the Republican Party," Romney told frenzied Republican supporters in Norfolk, Virginia, standing before the reliably jingoistic backdrop of a floating warship. "He understands the fiscal challenges facing America: our exploding deficits and crushing debt."
Debt, debt, debt. If the Republican Party had a James Carville, this
is what he would have said to win Mitt over, in whatever late-night war room
session led to the Ryan pick: "It's the debt, stupid."
This is the way to defeat Barack Obama: to recast the race as a
jeremiad against debt, something just about everybody who's ever gotten a bill
in the mail hates on a primal level.
Last May, in a much-touted speech in Iowa, Romney used language
that was literally inflammatory to describe America's federal borrowing.
"A prairie fire of debt is sweeping across Iowa and our nation," he
declared. "Every day we fail to act, that fire gets closer to the homes
and children we love." Our collective debt is no ordinary problem:
According to Mitt, it's going to burn
our children alive.
And this is where we get to the hypocrisy at the heart of Mitt
Romney. Everyone knows that he is fantastically rich, having scored great
success, the legend goes, as a "turnaround specialist," a shrewd
financial operator who revived moribund companies as a high-priced consultant
for a storied Wall Street private equity firm.
But what most voters don't know is the way Mitt Romney actually made his fortune:
by borrowing vast sums of money that other people were forced to pay back.
This is the plain, stark reality that has somehow eluded
America's top political journalists for two consecutive presidential campaigns:
Mitt Romney is one of the greatest and most irresponsible debt creators of all time.
In the past few decades, in fact, Romney has piled more debt
onto more unsuspecting companies, written more gigantic checks that other
people have to cover, than perhaps all but a handful of people on planet Earth.
By making debt the centerpiece of his campaign, Romney was
making a calculated bluff of historic dimensions ~ placing a massive all-in bet
on the rank incompetence of the American press corps. The result has been a
brilliant comedy:
A man makes a $250 million fortune loading up companies with debt and then extracting million-dollar fees from those same companies, in exchange for the generous service of telling them who needs to be fired in order to finance the debt payments he saddled them with in the first place.
That same man then runs for president riding an image of
children roasting on flames of debt, choosing as his running mate perhaps the
only politician in America more pompous and self-righteous on the subject of
the evils of borrowed money than the candidate himself.
.
If Romney pulls off this whopper, you'll have to tip your hat to
him:
No one in history has ever successfully run for president riding this big of a lie. It's almost enough to make you think he really is qualified for the White House.
The unlikeliness of Romney's gambit isn't simply a reflection of
his own artlessly unapologetic mindset ~ it stands as an emblem for the
resiliency of the entire sociopathic Wall Street set he represents.
Four years ago, the Mitt Romneys of the world nearly destroyed the global economy with their greed, shortsightedness and ~ most notably ~ wildly irresponsible use of debt in pursuit of personal profit.
The sight was so disgusting that people everywhere were ready to
drop an H-bomb on Lower Manhattan and bayonet the survivors.
But today that same insane greed ethos,that same belief in the lunatic pursuit of instant borrowed millions~ it's dusted itself off,it's had a shave and a shoeshine,and it's back out there running for president.
Mitt Romney, it turns out, is the perfect front man for Wall
Street's greed revolution.
He's not a two-bit, shifty-eyed huckster like Lloyd Blankfein.
He's not a sighing, eye-rolling, arrogant jerkwad like Jamie
Dimon.
But Mitt believes the same things those guys believe: He's been
right with them on the front lines of the financialization revolution, a
decades-long campaign in which the old, simple, let's-make-stuff-and-sell-it
manufacturing economy was replaced with a new, highly complex,
let's-take-stuff-and-trash-it financial economy.
Instead of cars and airplanes, we built swaps, CDOs and other toxic financial products.Instead of building new companies from the ground up, we took out massive bank loans and used them to acquire existing firms, liquidating every asset in sight and leaving the target companies holding the note.
The new borrow-and-conquer economy was morally sanctified by an
almost religious faith in the grossly euphemistic concept of "creative
destruction," and amounted to a total abdication of collective
responsibility by America's rich, whose new thing was making assloads of money
in ever-shorter campaigns of economic conquest, sending the proceeds offshore,
and shrugging as the great towns and factories their parents and grandparents
built were shuttered and boarded up, crushed by a true prairie fire of debt.
Mitt Romney ~ a man whose own father built cars and nurtured
communities, and was one of the old-school industrial anachronisms pushed aside
by the new generation's wealth grab ~ has emerged now to sell this
make-nothing, take-everything, screw-everyone ethos to the world.
He's Gordon Gekko, but a new and improved version, with better
PR ~ and a bigger goal. A takeover artist all his life, Romney is now trying to
take over America itself. And if his own history is any guide, we'll all end up
paying for the acquisition.
Willard "Mitt"
Romney's background in many ways suggests a man who was born to be president ~
disgustingly rich from birth, raised in prep schools, no early exposure to
minorities outside of maids, a powerful daddy to clean up his missteps, and
timely exemptions from military service.
In Romney's bio there are some eerie early-life similarities to
other recent presidential figures. (Is America really ready for another
Republican president who was a prep-school cheerleader?) And like other great
presidential double-talkers such as Bill Clinton and George W. Bush, Romney has
shown particular aptitude in the area of telling multiple factual versions of
his own life story.
"I longed in many respects to actually be in Vietnam and be
representing our country there," he claimed years after the war. To a
different audience, he said, "I was not planning on signing up for the
military. It was not my desire to go off and serve in Vietnam."
Like John F. Kennedy and George W. Bush, men whose way into
power was smoothed by celebrity fathers but who rebelled against their parental
legacy as mature politicians, Mitt Romney's career has been both a tribute to
and a repudiation of his famous father.
George Romney in the 1950s became CEO of American Motors Corp.,
made a modest fortune betting on energy efficiency in an age of gas guzzlers
and ended up serving as governor of the state of Michigan only two generations
removed from the Romney clan's tradition of polygamy.
For Mitt, who grew up worshipping his tall, craggily handsome,
politically moderate father, life was less rocky: Cranbrook prep school in
suburban Detroit, followed by Stanford in the Sixties, a missionary term in
which he spent two and a half years trying (as he said) to persuade the French
to "give up your wine," and Harvard Business School in the Seventies.
Then, faced with making a career choice, Mitt chose an odd one: Already married
and a father of two, he left Harvard and eschewed both politics and the law to
enter the at-the-time unsexy world of financial consulting.
"When you get out of a place like Harvard, you can do
anything ~ at least in the old days you could," says a prominent corporate
lawyer on Wall Street who is familiar with Romney's career.
"But he comes out, he not only has a Harvard Business School degree, he's got a national pedigree with his name. He could have done anything ~ but what does he do? He says, 'I'm going to spend my life loading up distressed companies with debt.'"
Romney started off at the Boston Consulting Group, where he
showed an aptitude for crunching numbers and glad-handing clients. Then, in
1977, he joined a young entrepreneur named Bill Bain at a firm called Bain
& Company, where he worked for six years before being handed the reins of a
new firm-within-a-firm called Bain Capital.
In Romney's version of the tale, Bain Capital ~ which evolved
into what is today known as a private equity firm ~ specialized in turning
around moribund companies (Romney even wrote a book called Turnaround that complements his
other nauseatingly self-complimentary book, No
Apology) and helped create the Staples office-supply chain.
On the campaign trail, Romney relentlessly trades on his own
self-perpetuated reputation as a kind of altruistic rescuer of failing
enterprises, never missing an opportunity to use the word "help" or
"helped" in his description of what he and Bain did for companies. He
might, for instance, describe himself as having been "deeply involved in
helping other businesses" or say he "helped create tens of thousands
of jobs."
The reality is that toward the middle of his career at Bain,
Romney made a fateful strategic decision: He moved away from creating companies
like Staples through venture capital schemes, and toward a business model that
involved borrowing huge sums of money to take over existing firms, then
extracting value from them by force. He decided, as he later put it, that
"there's a lot greater risk in a startup than there is in acquiring an
existing company."
In the Eighties, when Romney made this move, this form of
financial piracy became known as a leveraged buyout, and it achieved iconic
status thanks to Gordon Gekko in Wall
Street. Gekko's business strategy was essentially identical to the
Romney–Bain model, only Gekko called himself a "liberator" of
companies instead of a "helper."
Here's how Romney would go about "liberating" a
company: A private equity firm like Bain typically seeks out floundering
businesses with good cash flows. It then puts down a relatively small amount of
its own money and runs to a big bank like Goldman Sachs or Citigroup for the
rest of the financing. (Most leveraged buyouts are financed with 60 to 90
percent borrowed cash.) The takeover firm then uses that borrowed money to buy
a controlling stake in the target company, either with or without its consent.
When an LBO is done without the consent of the target, it's
called a hostile takeover; such thrilling acts of corporate piracy were made
legend in the Eighties, most notably the 1988 attack by notorious corporate
raiders Kohlberg Kravis Roberts against RJR Nabisco, a deal memorialized in the
book Barbarians at the Gate.
Romney and Bain avoided the hostile approach, preferring to
secure the cooperation of their takeover targets by buying off a company's
management with lucrative bonuses. Once management is on board, the rest is
just math. So if the target company is worth $500 million, Bain might put down
$20 million of its own cash, and then borrow $350 million from an investment
bank to take over a controlling stake.
But here's the catch. When Bain borrows all of that money from
the bank, it's the target company that ends up on the hook for all of the debt.
Now your troubled firm ~ let's say you make tricycles in Alabama
~ has been taken over by a bunch of slick Wall Street dudes who kicked in as
little as five percent as a down payment. So in addition to whatever problems
you had before, Tricycle Inc. now owes Goldman or Citigroup $350 million. With
all that new debt service to pay, the company's bottom line is suddenly
untenable: You almost have to start firing people immediately just to get your
costs down to a manageable level.
"That interest," says Lynn Turner, former chief accountant of the Securities and Exchange Commission, "just sucks the profit out of the company."
Fortunately, the geniuses at Bain who now run the place are
there to help tell you whom to fire. And for the service it performs cutting
your company's costs to help you pay off the massive debt that it, Bain,
saddled your company with in the first place, Bain naturally charges a
management fee, typically millions of dollars a year.
So Tricycle Inc. now has two gigantic new burdens it never had
before Bain Capital stepped into the picture: tens of millions in annual debt
service, and millions more in "management fees." Since the initial
acquisition of Tricycle Inc. was probably greased by promising the company's upper
management lucrative bonuses, all that pain inevitably comes out of just one
place: the benefits and payroll of the hourly workforce.
ED: Parasites hard at work. Blood sucking, life draining
parasites that do nothing but sit like effendis and eat while others starve.
Once all that debt is added, one of two things can happen. The
company can fire workers and slash benefits to pay off all its new obligations
to Goldman Sachs and Bain, leaving it ripe to be resold by Bain at a huge
profit. Or it can go bankrupt ~ this happens after about seven percent of all
private equity buyouts ~ leaving behind one or more shuttered factory towns. Either
way, Bain wins. By power-sucking cash value from even the most rapidly dying
firms, private equity raiders like Bain almost always get their cash out before
a target goes belly up.
This business model wasn't really "helping," of course
~ and it wasn't new. Fans of mob movies will recognize what's known as the
"bust-out," in which a gangster takes over a restaurant or sporting
goods store and then monetizes his investment by running up giant debts on the
company's credit line. (Think Paulie buying all those cases of Cutty Sark in Goodfellas.) When the note
comes due, the mobster simply torches the restaurant and collects the insurance
money. Reduced to their most basic level, the leveraged buyouts engineered by
Romney followed exactly the same business model. "It's the bust-out,"
one Wall Street trader says with a laugh. "That's all it is."
Private equity firms aren't
necessarily evil by definition. There are many stories of successful
turnarounds fueled by private equity, often involving multiple floundering
businesses that are rolled into a single entity, eliminating duplicative
overhead. Experian, the giant credit-rating tyrant, was acquired by Bain in the
Nineties and went on to become an industry leader.
But there's a key difference between private equity firms and
the businesses that were America's original industrial cornerstones, like the
elder Romney's AMC. Everyone had a stake in the success of those old
businesses, which spread prosperity by putting people to work.
But even private equity's most enthusiastic adherents have
difficulty explaining its benefit to society. Marc Wolpow, a former Bain
colleague of Romney's, told reporters during Mitt's first Senate run that
Romney erred in trying to sell his business as good for everyone.
"I believed he was making a mistake by framing himself as a job creator," said Wolpow. "That was not his or Bain's or the industry's primary objective. The objective of the LBO business is maximizing returns for investors."
When it comes to private equity, American workers ~ not to
mention their families and communities ~ simply don't enter into the equation.
Take a typical Bain transaction involving an Indiana-based company called American Pad and Paper. Bain bought Ampad in 1992 for just $5 million, financing the rest of the deal with borrowed cash. Within three years, Ampad was paying $60 million in annual debt payments, plus an additional $7 million in management fees.A year later, Bain led Ampad to go public, cashed out about $50 million in stock for itself and its investors, charged the firm $2 million for arranging the IPO and pocketed another $5 million in "management" fees.Ampad wound up going bankrupt, and hundreds of workers lost their jobs, but Bain and Romney weren't crying:They'd made more than $100 million on a $5 million investment.
To recap:
Romney, who has compared the devilish federal debt to a "nightmare" home mortgage that is "adjustable, no-money down and assigned to our children," took over Ampad with essentially no money down, saddled the firm with a nightmare debt and assigned the crushing interest payments not to Bain but to the children of Ampad's workers, who would be left holding the note long after Romney fled the scene. The mortgage analogy is so obvious, in fact, that even Romney himself has made it. He once described Bain's debt-fueled strategy as "using the equivalent of a mortgage to leverage up our investment."
Romney has always kept his distance from the real-life
consequences of his profiteering.
At one point during Bain's looting of Ampad, a worker named
Randy Johnson sent a handwritten letter to Romney, asking him to intervene to
save an Ampad factory in Marion, Indiana. In a sterling demonstration of
manliness and willingness to face a difficult conversation, Romney, who had
just lost his race for the Senate in Massachusetts, wrote Johnson that he was
"sorry," but his lawyers had advised him not to get involved. (So
much for the candidate who insists that his way is always to "fight to
save every job.")
This is typical Romney, who consistently adopts a public posture
of having been above the fray, with no blood on his hands from any of the deals
he personally engineered.
"I never actually ran one of our investments," he says in Turnaround. "That was left to management."
In reality, though, Romney was unquestionably the decider at
Bain.
"I insisted on having almost dictatorial powers," he bragged years after the Ampad deal.
Over the years, colleagues would anonymously whisper stories
about Mitt the Boss to the press, describing him as cunning, manipulative and a
little bit nuts, with "an ability to identify people's insecurities and
exploit them for his own benefit."
One former Bain employee said that Romney would screw around
with bonuses in small amounts, just to mess with people: He would give $3
million to one, $3.1 million to another and $2.9 million to a third, just to
keep those below him on edge.
The private equity business in the early Nineties was dominated
by a handful of takeover firms, from the spooky and politically connected
Carlyle Group (a favorite subject of conspiracy-theory lit, with its
connections to right-wingers like Donald Rumsfeld and George H.W. Bush) to the
equally spooky Democrat-leaning assholes at the Blackstone Group.
But even among such a colorful cast of characters, Bain had a
reputation on Wall Street for secrecy and extreme weirdness ~ "the KGB of
consulting." Its employees, known for their Mormonish uniform of white
shirts and red power ties, were dubbed "Bainies" by other Wall
Streeters, a rip on the fanatical "Moonies." The firm earned the name
thanks to its idiotically adolescent Spy
Kids culture, in which these glorified slumlords used code names,
didn't carry business cards and even sang "company songs" to boost
morale.
The seemingly religious flavor of Bain's culture smacks of the generally cultish ethos on Wall Street, in which all sorts of ethically questionable behaviors are justified as being necessary in service of the church of making money.
Romney belongs to a true-believer subset within that cult, with
a revolutionary's faith in the wisdom of the pure free market, in which
destroying companies and sucking the value out of them for personal gain is
part of the greater good, and governments should "stand aside and allow
the creative destruction inherent in the free economy."
That cult-like zeal helps explains why Romney takes such a
curiously unapologetic approach to his own flip-flopping. His infamous changes
of stance are not little wispy ideological alterations of a few degrees here or
there ~ they are perfect and absolute mathematical reversals, as in "I
believe that abortion should be safe and legal in this country" and
"I am firmly pro-life."
Yet unlike other politicians, who at least recognize that saying
completely contradictory things presents a political problem, Romney seems
genuinely puzzled by the public's insistence that he be consistent.
"I'm not going to apologize for having changed my mind," he likes to say.
It's an attitude that recalls the standard defense offered by
Wall Street in the wake of some of its most recent and notorious crimes:
Goldman Sachs excused its lying to clients, for example, by insisting that its customers are "sophisticated investors" who should expect to be lied to."Last time I checked," former Morgan Stanley CEO John Mack sneered after the same scandal, "we were in business to be profitable."
Within the cult of Wall Street that forged Mitt Romney, making
money justifies any behavior, no matter how venal. The look on Romney's face
when he refuses to apologize says it all:
Hey, I'm trying to win an election. We're all grown-ups here.
After the Ampad deal, Romney expressed contempt for critics who
lived in "fantasy land." "This is the real world," he said,
"and in the real world there is nothing wrong with companies trying to
compete, trying to stay alive, and trying to make money."
In the old days, making money required sharing the wealth: with
assembly-line workers, with middle management, with schools and communities,
with investors. Even the Gilded Age robber barons, despite their unapologetic
efforts to keep workers from getting any rights at all, built America in spite
of themselves, erecting railroads and oil wells and telegraph wires.
And from the time the monopolists were reined in with antitrust
laws through the days when men like Mitt Romney's dad exited center stage in
our economy, the American social contract was pretty consistent: The rich got
to stay rich, often filthy rich, but they paid taxes and a living wage and everyone
else rose at least a little bit along with them.
But under Romney's business model, leveraging other people's debt means you can carve out big profits for yourself and leave everyone else holding the bag.
Despite what Romney claims, the rate of return he provided for
Bain's investors over the years wasn't all that great. Romney biographer and Wall Street Journal reporter
Brett Arends, who analyzed Bain's performance between 1984 and 1998, concludes
that the firm's returns were likely less than 30 percent per year, which
happened to track more or less with the stock market's average during that
time. "That's how much money you could have made by issuing company bonds
and then spending the money picking stocks out of the paper at random,"
Arends observes. So for all the destruction Romney wreaked on Middle America in
the name of "trying to make money," investors could have just plunked
their money into traditional stocks and gotten pretty much the same returns.
The only ones who profited in a big way from all the job-killing
debt that Romney leveraged were Mitt and his buddies at Bain, along with Wall
Street firms like Goldman and Citigroup. Barry Ritholtz, author of Bailout Nation, says the
criticisms of Bain about layoffs and meanness miss a more important point,
which is that the firm's profit-producing record is absurdly mediocre,
especially when set against all the trouble and pain its business model causes.
"Bain's fundamental flaw, at least according to the math," Ritholtz
writes, "is that they took lots of risk, use immense leverage and charged
enormous fees, for performance that was more or less the same as [stock]
indexing."
'I'm not a Romney guy, because
I'm not a Bain guy," says Lenny Patnode, in an Irish pub in the factory
town of Pittsfield, Massachusetts. "But I'm not an Obama guy, either. Just
so you know."
I feel bad even asking Patnode about Romney. Big and burly, with
white hair and the thick forearms of a man who's stocked a shelf or two in his
lifetime, he seems to belong to an era before things like leveraged debt even
existed.
For 38 years, Patnode worked for a company called KB Toys in
Pittsfield. He was the longest-serving employee in the company's history,
opening some of the firm's first mall stores, making some of its canniest
product buys ("Tamagotchi pets," he says, beaming, "and
Tech-Decks, too"), traveling all over the world to help build an empire
that at its peak included 1,300 stores. "There were times when I worked
seven days a week, 16 hours a day," he says. "I opened three stores
in two months once."
Then in 2000, right before Romney gave up his ownership stake in
Bain Capital, the firm targeted KB Toys.
The debacle that followed serves as a prime example of the conflict between the old model of American business, built from the ground up with sweat and industry know-how, and the new globalist model, the Romney model, which uses leverage as a weapon of high-speed conquest.
In a typical private-equity fragging, Bain put up a mere $18
million to acquire KB Toys and got big banks to finance the remaining $302
million it needed. Less than a year and a half after the purchase, Bain decided
to give itself a gift known as a "dividend recapitalization."
The firm induced KB Toys to redeem $121 million in stock and
take out more than $66 million in bank loans ~ $83 million of which went
directly into the pockets of Bain's owners and investors, including Romney.
"The dividend recap is like borrowing someone else's credit card to take out a cash advance, and then leaving them to pay it off," says Heather Slavkin Corzo, who monitors private equity takeovers as the senior legal policy adviser for the AFL-CIO.
Bain ended up earning a return of at least 370 percent on the
deal, while KB Toys fell into bankruptcy, saddled with millions in debt. KB's
former parent company, Big Lots, alleged in bankruptcy court that Bain's
"unjustified" return on the dividend recap was actually "900
percent in a mere 16 months."
Patnode, by contrast, was fired in December 2008, after almost
four decades on the job. Like other employees, he didn't get a single day's
severance.
I ask Slavkin Corzo what Bain's justification was for the giant
dividend recapitalization in the KB Toys acquisition. The question throws her,
as though she's surprised anyone would ask for a reason a company like Bain
would loot a firm like KB Toys.
"It wasn't like, 'Yay, we did a good job, we get a dividend,'" she says with a laugh. "It was like, 'We can do this, so we will.'"
At the time of the KB Toys deal, Romney was a Bain investor and
owner, making him a mere beneficiary of the raping and pillaging, rather than
its direct organizer. Moreover, KB's demise was hastened by a host of genuine
market forces, including competition from video games and cellphones.
But there's absolutely no way to look at what Bain did at KB and
see anything but a cash grab ~ one that followed the business model laid out by
Romney. Rather than cutting costs and tightening belts, Bain added $300 million
in debt to the firm's bottom line while taking out more than $120 million in
cash ~ an outright looting that creditors later described in a lawsuit as
"breaking open the piggy bank."
What's more, Bain smoothed the deal in typical fashion by giving
huge bonuses to the company's top managers as the firm headed toward bankruptcy.
CEO Michael Glazer got an incredible $18.4 million, while CFO Robert Feldman
received $4.8 million and senior VP Thomas Alfonsi took home $3.3 million.
And what did Bain bring to the table in return for its massive,
outsize payout?
KB Toys had built a small empire by targeting middle-class
buyers with value-priced products. It succeeded mainly because the firm's
leaders had a great instinct for what they were making and selling. These were
people who had been in the specialty toy business since 1922; collectively,
they had millions of man-hours of knowledge about how the industry works and
how toy customers behave.
KB's president in the Eighties, the late Saul Rubenstein, used
to carry around a giant computer printout of the company's inventory, and would
fall asleep reading it on the weekends, the pages clasped to his chest.
"He knew the name and number of all those toys," his widow, Shirley,
says proudly. "He loved toys."
Bain's experience in the toy industry, by contrast, was
precisely bupkus. They didn't know a damn thing about the business they had
taken over ~ and they never cared to learn. The firm's entire contribution was
$18 million in cash and a huge mound of borrowed money that gave it the power
to pull the levers.
"The people who came in after ~ they were never toy
people," says Shirley Rubenstein. To make matters worse, former employees
say, Bain deluged them with requests for paperwork and reports, forcing them to
worry more about the whims of their new bosses than the demands of their customers.
"We took our eye off the ball," Patnode says. "And if you take
your eye off the ball, you strike out."
In the end, Bain never bothered to come up with a plan for how
KB Toys could meet the 21st-century challenges of video games and cellphone
gadgets that were the company's ostensible downfall.
And that's where Romney's self-touted reputation as a turnaround
specialist is a myth. In the Bain model, the actual turnaround isn't necessary.
It's just a cover story. It's nice for the private equity firm if it happens,
because it makes the acquired company more attractive for resale or an IPO. But
it's mostly irrelevant to the success of the takeover model, where huge cash
returns are extracted whether the captured firm thrives or not.
"The thing about it is, nobody gets hurt," says
Patnode. "Except the people who worked here."
Romney was a prime mover in the radical social and political
transformation that was cooked up by Wall Street beginning in the 1980s. In
fact, you can trace the whole history of the modern age of financialization
just by following the highly specific corner of the economic universe inhabited
by the leveraged buyout business, where Mitt Romney thrived.
If you look at the number of leveraged buyouts dating back two
or three decades, you see a clear pattern:
Takeovers rose sharply with each of Wall Street's great easy-money schemes, then plummeted just as sharply after each of those scams crashed and burned, leaving the rest of us with the bill.
In the Eighties, when Romney and Bain were cutting their teeth
in the LBO business, the primary magic trick involved the junk bonds pioneered
by convicted felon Mike Milken, which allowed firms like Bain to find easy
financing for takeovers by using wildly overpriced distressed corporate bonds as
collateral.
Junk bonds gave the Gordon Gekkos of the world sudden primacy
over old-school industrial titans like the Fords and the Rockefellers: For the
first time, the ability to make deals became more valuable than the ability to
make stuff, and the ability to instantly engineer billions in illusory
financing trumped the comparatively slow process of making and selling products
for gradual returns.
Romney was right in the middle of this radical change. In fact,
according to The Boston Globe
– whose in-depth reporting on Romney and Bain has spanned three decades ~ one
of Romney's first LBO deals, and one of his most profitable, involved Mike
Milken himself.
Bain put down $10 million in cash, got $300 million in financing
from Milken and bought a pair of department-store chains, Bealls Brothers and
Palais Royal. In what should by now be a familiar outcome, the two chains ~
which Bain merged into a single outfit called Stage Stores ~ filed for
bankruptcy protection in 2000 under the weight of more than $444 million in
debt.
As always, Bain took no responsibility for the company's demise.
(If you search the public record, you will not find a single instance of Mitt
Romney taking responsibility for a company's failure.) Instead, Bain blamed
Stage's collapse on "operating problems" that took place three years
after Bain cashed out, finishing with a $175 million return on its initial
investment of $10 million.
But here's the interesting twist: Romney made the Bealls-Palais
deal just as the federal government was launching charges of massive
manipulation and insider trading against Milken and his firm, Drexel Burnham
Lambert.
After what must have been a lengthy and agonizing period of
moral soul-searching, however, Romney decided not to kill the deal, despite its
shady financing. "We did not say, 'Oh, my goodness, Drexel has been
accused of something, not been found guilty,'" Romney told reporters years after the deal.”Should we
basically stop the transaction and blow the whole thing up?"
In an even more incredible disregard for basic morality, Romney
forged ahead with the deal even though Milken's case was being heard by a
federal district judge named Milton Pollack, whose wife, Moselle, happened to
be the chairwoman of none other than Palais Royal.
In short, one of Romney's first takeover deals was financed by
dirty money ~ and one of the corporate chiefs about to receive a big payout
from Bain was married to the judge hearing the case. Although the SEC took no
formal action, it issued a sharp criticism, complaining that Romney was
allowing Milken's money to have a possible influence over "the
administration of justice."
After Milken and his junk bond scheme crashed in the late
Eighties, Romney and other takeover artists moved on to Wall Street's next
get-rich-quick scheme: the tech-Internet stock bubble. By 1997 and 1998, there
were nearly $400 billion in leveraged buyouts a year, as easy money once again
gave these financial piracy firms the ammunition they needed to raid companies
like KB Toys.
Firms like Bain even have a colorful pirate name for the pools
of takeover money they raise in advance from pension funds, university
endowments and other institutional investors. "They call it dry
powder," says Slavkin Corzo, the union adviser.
After the Internet bubble burst and private equity started
cashing in on Wall Street's mortgage scam, LBO deals ballooned to almost $900
billion in 2006. Once again, storied companies with long histories and deep
regional ties were descended upon by Bain and other pirates, saddled with
hundreds of millions in debt, forced to pay huge management fees and
"dividend recapitalizations," and ridden into bankruptcy amid waves
of layoffs.
Established firms like Del Monte, Hertz and Dollar General were
all taken over in a "prairie fire of debt" ~ one even more
destructive than the government borrowing that Romney is flogging on the
campaign trail.
When Hertz was conquered in 2005 by a trio of private equity
firms, including the Carlyle Group, the interest payments on its debt soared by
a monstrous 80 percent, forcing the company to eliminate a third of its 32,000
jobs.
In 2010, a year after the last round of Hertz layoffs, Carlyle
teamed up with Bain to take $500 million out of another takeover target: the
parent company of Dunkin' Donuts and Baskin-Robbins.
Dunkin' had to take out a $1.25 billion loan to pay a dividend
to its new private equity owners. So think of this the next time you go to
Dunkin' Donuts for a cup of coffee: A small cup of joe costs about $1.69 in most
outlets, which means that for years to come, Dunkin' Donuts will have to sell
about 2,011,834 small coffees every month ~ about $3.4 million ~ just to meet
the interest payments on the loan it took out to pay Bain and Carlyle their
little one-time dividend.
And that doesn't include the principal on the loan, or the
additional millions in debt that Dunkin' has to pay every year to get out from
under the $2.4 billion in debt it's now saddled with after having the privilege
of being taken over ~ with borrowed money ~ by the firm that Romney built.
If you haven't heard much about
how takeover deals like Dunkin' and KB Toys work, that's because Mitt Romney
and his private equity brethren don't want you to.
The new owners of American industry are the polar opposites of the Milton Hersheys and Andrew Carnegies who built this country, commercial titans who longed to leave visible legacies of their accomplishments, erecting hospitals and schools and libraries, sometimes leaving behind thriving towns that bore their names.
The men of the private equity generation want no such thing.
"We try to hide religiously," explained Steven
Feinberg, the CEO of a takeover firm called Cerberus Capital Management that
recently drove one of its targets into bankruptcy after saddling it with $2.3
billion in debt.
"If anyone at Cerberus has his picture in the paper and a picture of his apartment, we will do more than fire that person," Feinberg told shareholders in 2007. "We will kill him. The jail sentence will be worth it."
Which brings us to another aspect of Romney's business career that has largely been hidden from voters:
His personal fortune would not have been possible without the direct assistance of the U.S. government.
The taxpayer-funded subsidies that Romney has received go well beyond the humdrum, backdoor, welfare-sucking that all supposedly self-made free marketeers inevitably indulge in.
Not that Romney hasn't done just fine at milking the government
when it suits his purposes, the most obvious instance being the incredible $1.5
billion in aid he siphoned out of the U.S. Treasury as head of the 2002 Winter
Olympics in Salt Lake ~ a sum greater than all federal spending for the
previous seven U.S. Olympic games combined.
Romney, the supposed fiscal conservative, blew through an
average of $625,000 in taxpayer money per athlete ~ an astounding increase of
5,582 percent over the $11,000 average at the 1984 games in Los Angeles. In
1993, right as he was preparing to run for the Senate, Romney also engineered a
government deal worth at least $10 million for Bain's consulting firm, when it
was teetering on the edge of bankruptcy. (See "The Federal Bailout That Saved Romney")
But the way, Romney most directly owes his success to the
government is through the structure of the tax code. The entire business of
leveraged buyouts wouldn't be possible without a provision in the federal code
that allows companies like Bain to deduct the interest on the debt they use to
acquire and loot their targets.
This is the same universally beloved tax deduction you can use
to write off your mortgage interest payments, so tampering with it is
considered political suicide ~ it's been called the "third rail of tax
reform."
So the Romney who routinely rails against the national debt as some kind of child-killing "mortgage" is the same man who spent decades exploiting a tax deduction specifically designed for mortgage holders in order to bilk every dollar he could out of U.S. businesses before burning them to the ground.
Because minus that tax break, Romney's debt-based takeovers would have been unsustainably expensive. Before Lynn Turner became chief accountant of the SEC, where he reviewed filings on takeover deals, he crunched the numbers on leveraged buyouts as an accountant at a Big Four auditing firm. "In the majority of these deals," Turner says, "the tax deduction has a big enough impact on the bottom line that the takeover wouldn't work without it."
Thanks to the tax deduction, in other words, the government
actually incentivizes the kind of leverage-based takeovers that Romney built
his fortune on. Romney the businessman built his career on two things that
Romney the candidate decries: massive debt and dumb federal giveaways.
"I don't know what Romney would be doing but for debt and
its tax-advantaged position in the tax code," says a prominent Wall Street
lawyer, "but he wouldn't be fabulously wealthy."
Adding to the hypocrisy, the money that Romney personally
pocketed on Bain's takeover deals was usually taxed not as income, but either
as capital gains or as "carried interest," both of which are capped
at a maximum rate of 15 percent.
In addition, reporters have uncovered plenty of evidence that
Romney takes full advantage of offshore tax havens: He has an interest in at
least 12 Bain funds, worth a total of $30 million, that are based in the Cayman
Islands; he has reportedly used a squirrelly tax shelter known as a
"blocker corporation" that cheats taxpayers out of some $100 million
a year; and his wife, Ann, had a Swiss bank account worth $3 million.
As a private equity pirate, Romney pays less than half the tax rate of most American executives ~ less, even, than teachers, firefighters, cops and nurses.
Asked about the fact that he paid a tax rate of only 13.9 percent on income of $21.7 million in 2010, Romney responded testily that the massive windfall he enjoys from exploiting the tax code is "entirely legal and fair."
Essentially, Romney got rich in a business that couldn't exist
without a perverse tax break, and he got to keep double his earnings because of
another loophole ~ a pair of bureaucratic accidents that have not only teamed
up to threaten us with a Mitt Romney presidency but that make future Romneys
far more likely.
"Those two tax rules distort the economics of private
equity investments, making them much more lucrative than they should be,"
says Rebecca Wilkins, senior counsel at the Center for Tax Justice. "So we
get more of that activity than the market would support on its own."
Listen to Mitt Romney speak, and
see if you can notice what's missing. This is a man who grew up in Michigan,
went to college in California, walked door to door through the streets of
southern France as a missionary and was a governor of Massachusetts, the home
of perhaps the most instantly recognizable, heavily accented English this side
of Edinburgh. Yet not a trace of any of these places is detectable in Romney's diction.
None of the people in any of those places bled in and left a mark on the man.
Romney is a man from nowhere. In his post-regional attitude, he
shares something with his campaign opponent, Barack Obama, whose background is
a similarly jumbled pastiche of regionally nonspecific non-identity. But in the
way he bounced around the world as a half-orphaned child, Obama was more like
an involuntary passenger in the demographic revolution reshaping the planet
than one of its leaders.
Romney, on the other hand, is a perfect representative of one
side of the ominous cultural divide that will define the next generation, not
just here in America but all over the world. Forget about the Southern
strategy, blue versus red, swing states and swing voters ~ all of those
political clichés are quaint relics of a less threatening era that is now part
of our past, or soon will be. The next conflict defining us all is much more
unnerving.
That conflict will be between people who live somewhere, and people who live nowhere.It will be between people who consider themselves citizens of actual countries, to which they have patriotic allegiance, and people to whom nations are meaningless, who live in a stateless global archipelago of privilege ~ a collection of private schools, tax havens and gated residential communities with little or no connection to the outside world.
Mitt Romney isn't blue or red. He's an archipelago man. That's a big reason that voters have been slow to warm up to him.
From LBJ to Bill Clinton to George W. Bush to Sarah Palin,
Americans like their politicians to sound like they're from somewhere, to be
human symbols of our love affair with small towns, the girl next door, the
little pink houses of Mellencamp myth.
Most of those mythical American towns grew up around factories ~
think chocolate bars from Hershey, baseball bats from Louisville, cereals from
Battle Creek.
Deep down, what scares voters in both parties the most is the
thought that these unique and vital places are vanishing or eroding ~ overrun
by immigrants or the forces of globalism or both, with giant Walmarts
descending like spaceships to replace the corner grocer, the family barber and
the local hardware store, and 1,000 cable channels replacing the school dance
and the gossip at the local diner.
Obama ran on "change" in 2008, but Mitt Romney
represents a far more real and seismic shift in the American landscape. Romney
is the front man and apostle of an economic revolution, in which transactions
are manufactured instead of products, wealth is generated without accompanying
prosperity, and Cayman Islands partnerships are lovingly erected and nurtured
while American communities fall apart.
.
.
The entire purpose of the business model that Romney helped
pioneer is to move money into the archipelago from the places outside it, using
massive amounts of taxpayer-subsidized debt to enrich a handful of
billionaires.
It's a vision of society that's crazy, vicious and almost
unbelievably selfish, yet it's running for president, and it has a chance of
winning.
Perhaps that change is coming whether we like it or not. Perhaps
Mitt Romney is the best man to manage the transition. But it seems a little
early to vote for that kind of wholesale surrender.
This story is from the September 13, 2012 issue
of Rolling Stone.
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