Private Equity and Hostess Stumbling Together

Private Equity and Hostess Stumbling Together

“What’s happening with Hostess Brands is a microcosm of what’s wrong with America, as Bain-style Wall Street vultures make themselves rich by making America poor.”

That was Richard Trumka, president of the A.F.L.-C.I.O., the nation’s main union federation, on the collapse of the maker of Twinkies last week. He added: “Crony capitalism and consistently poor management drove Hostess into the ground, but its workers are paying the price.”

Notice he was quick to invoke Bain-style, as in Bain Capital of Mitt Romney fame, as a populist synonym for corporate rape and pillage. On Twitter, a new adverb — a pejorative, really — emerged in conversations about Hostess: Bained.

While Bain has nothing to do with Hostess, another private equity firm does: Ripplewood Holdings. That firm took control of Hostess as part of a bankruptcy process in 2009.

But the story of Hostess and private equity — at least over the last couple of years — is hardly the cliché that Bained portrays. No tears need to be shed for Ripplewood and its investors, but they weren’t part of a get-rich-quick scheme either.

Ripplewood, which was founded by Timothy C. Collins, a major Democratic donor, is expected to lose most, if not all, of the $ 130 million or so it invested in Hostess. The company’s lenders, led by Silver Point Capital and Monarch Alternative Capital, are not expected to fare well either.

The behind-the-scenes tale of Hostess and Ripplewood may be the opposite of a project to buy it, strip it and flip it. When Mr. Collins originally looked at Hostess, he was trying to make investments in troubled companies with union workers. He was convinced that he could work with labor organizations to turn around iconic American businesses, and he hoped Hostess would become a model for similar deals.

Early on, Mr. Collins sought out Richard A. Gephardt, the former House majority leader, who had become a consultant on labor issues, to help Ripplewood acquire Hostess and work with its unions. Mr. Collins had previously been a donor to Mr. Gephardt’s election campaigns, according to an article in Fortune magazine this year that described the relationship.

It was Mr. Collins’s relationship with Mr. Gephardt — a Democrat and longtime friend of labor — that helped make the deal happen in the first place.

While Ripplewood sought significant concessions from the unions in 2009, some insiders and outside analysts privately suggested that Ripplewood did not fight hard enough for even greater givebacks from the unions in the bankruptcy process — savings worth $ 110 million — perhaps as a function of Mr. Collins’s relationship with Mr. Gephardt. In addition, the company was saddled with $ 670 million in debt, which had jumped by about $ 200 million as part of the sale during bankruptcy.

Ripplewood’s luck — and its investment thesis — could not have been worse. With the sputtering economy, the increase in commodity costs, pressure from competitors that were consolidating and out-of-whack labor costs, Hostess’s fate seemed assured from nearly the beginning. Still, Ripplewood continued to throw good money after bad trying to keep Hostess from faltering.

And unlike some of the horror stories we hear about private equity firms paying themselves huge dividends and leveraging their companies even further, Ripplewood didn’t do that.

Having said all that, Ripplewood’s management was far from a model for the industry. For at least the first year of the new ownership, Ripplewood charged Hostess management and consulting fees, according to people briefed on the payments, which were “in the millions of dollars.” As Hostess’s balance sheet worsened, Ripplewood stopped seeking the payments, these people said.

Worse still, Mr. Gephardt’s son was added to the board of Hostess and paid an annual fee of $ 100,000.

Perhaps the most egregious sin of Ripplewood’s oversight of Hostess was the increase in management’s compensation at the same time it was seeking to cut employee compensation. The Confectionery, Tobacco Workers & Grain Millers International Union pointed out that the company’s new chief executive was paid $ 2,550,000, up from $ 750,000. Another “executive received a pay increase from $ 500,000 to $ 900,000 and another received one taking his salary from $ 375,000 to $ 656,256,” the union said. Mr. Collins declined to comment.

A spokesman for Mr. Trumka said Mr. Trumka stood by his reference to Bain and pointed to a statement that he wrote on the liberal Web site Daily Kos: “It’s true that the latest investors who led the company were incompetent. It’s also true that they threw a lot of cash into the company, hoping to make a good flip. But the overarching issue stands — Wall Street investors destroyed an American icon and the working lives of some 18,500 families.”

Frank Hurt, the president of the union that went on strike, said, “Our members are on strike because they have had enough. They are not willing to take draconian wage and benefit cuts on top of the significant concessions they made in 2004 and give up their pension so that the Wall Street vulture capitalists in control of this company can walk away with millions of dollars.”

Unless a compromise is reached, Hostess’s employees are likely to lose their jobs soon. And either way, Ripplewood isn’t going to walk away with millions of dollars. So much for being Bained.


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