💥A War is Brewing: Elizabeth Warren vs. Private Equity💥

Scrutiny of Private Equity Increases

Private equity firms are sucking value out of our companies, putting people out of work, and wiping out newspapers and digital news outlets like @Splinter_News. I have a plan to hold these firms accountable. https://t.co/UxpLzyozU2

— Elizabeth Warren (@ewarren) October 11, 2019

It’s hard to take policy positions seriously at this stage in the run-up to Election 2020 but that’s not stopping Elizabeth Warren. Following up on her dead-on-arrival venue reform proposal of last year, Ms. Warren released her “plan” for a “Stop Wall Street Looting Act” in July and it came back again this week in the context of collapsing private equity owned media companies.* Oh boy. EW is about to have the fury of private equity fat cats rain down upon her. That is, if they think it has even the slightest chance of ever becoming reality (it likely doesn’t but…maybe increasingly does?). 

Ms. Warren minces no words. She starts broadly:

“To raise wages, help small businesses, and spur economic growth, we need to shut down the Wall Street giveaways and rein in the financial industry so it stops sucking money out of the rest of the economy.”

She then narrows her aim:

“Private equity firms raise money from investors, kick in a little of their own, and then borrow tons more to buy other companies. Sometimes the companies do well. But far too often, the private equity firms are like vampires — bleeding the company dry and walking away enriched even as the company succumbs.”

And: 

“…the firms can use all sorts of tricks to get rich even if the companies they buy fail. Once they buy a company, they transfer the responsibility for repaying the debt they took on to the company that they just bought. Because they control the company, they can transfer money to themselves by charging high “management” and “consulting” fees, issuing generous dividends, and selling off assets like real estate for short-term gain. And the slash costs, fire workers, and gut long-term investments to free up more money to pay themselves.” 

“When companies buckle under the weight of these tactics, their workers, small business suppliers, bondholders, and the communities they serve are left holding the bag. But the managers can just walk away rich and move on to their next victim.” 

PETITION NOTE: See, e.g., Toys R Us, Payless Shoesource, Gymboree, rue21, Nine West, Shopko. Retail has been a particularly bloodied victim of PE gone awry but there are no limits. She continues:

“These firms are gobbling up more and more of the economy. They own companies that employ almost 6 million people. They own the nation’s second-largest nursing home operator, the largest single-family rental landlord, the second-largest grocery store chain, and one of the nation’s largest payday lenders. But some of the hardest-hit industries are retail and local news.” 

Insert the likes of Sun Capital Partners and Alden Global Management here. At this point in her diatribe, Warren unleashes some hellfire with a vicious summary of the Shopko bankruptcy case and current state of affairs of Denver Post. You have to read it.

And she doesn’t stop there: she then EW unleashes a fury of napalm all over the PE model. For example, she wants PE firms to guarantee the debt put on the balance sheet of acquisition targets. Yup, you read that right: GUARANTEE the debt.

Think about this: PE firm XYZ takes Jesse Pinkman Media private. It puts $200mm of equity behind $1b of secured debt split between a revolving credit facility and two term loans. XYZ then engages in the usual PE playbook: within two years the company issues two new tranches of unsecured notes, the proceeds of which are used to pay dividends to XYZ. The company sells real estate, the proceeds of which are used to pay dividends to XYZ, and then leases back the real estate to the company. The company RIFs 150 employees, the cost savings of which are used to pay dividends to XYZ. The company then struggles to generate revenue, has very little cost cutting flexibility, no non-core assets to sell, and ends up in default. Noteholders can then go after the company AND XYZ?!? And not just for fraudulent conveyances in bankruptcy which, as we all know, hasn’t exactly played out so well?!? POP US THE GREATEST TASTING POPCORN OF ALL TIME. SH*T WOULD GET JUICY. 

Warren also wants to hold PE firms responsible for pension obligations of the companies they buy. Ooof. That would eliminate PE backing of a lot of industrial companies. Given that Warren would also like to regulate banks more stringently, where would these businesses get financing to grow and expand their businesses? How, then, would they be able to make pension contributions? 

She also wants to eliminate management fees and limit PE firms’ ability to pay themselves dividends (which would presumably include eliminating dividend recaps). This, in effect, completely redefines equity risk. 

She also wants to modify the bankruptcy rules so that workers get paid and management teams can’t pocket special bonuses. She’s basically saying that the Bankruptcy Code is doing a poor job of guarding workers rights and enforcing restrictions on incentive plans. Remember Toys R Us? Those clowns paid themselves bonuses on the eve of bankruptcy and then had the audacity to pursue another round of bonuses immediately after filing. Bold a$$ mofos. 

She also wants to prevent lenders and investment managers from making “reckless loans” and then passing along the danger to outside investors without maintaining any of the risk. In other words, she’s got her eyes on the syndication market too.

She also wants to eliminate carried interest which lets money managers pay lower capital gains rates rates rather than ordinary income tax rates. We’re old enough to remember when President Trump also said he’d go after this. Somehow, nobody ever does. Will Warren buck the trend?

She concludes:

“These changes would shrink the sector and push the remaining private equity firms to make investments that help companies rather than stripping them down for parts.”

Said another way, these changes could decimate the PE market.** 💥

*****

A recent study of private equity by researchers at Harvard University, University of Chicago, University of Michigan, University of Maryland, and the U.S. Census Bureau may or may not help matters. The study demonstrates that private equity does, in fact, lead to increased employment in certain scenarios while resulting in decreased employment in others. In a nutshell, within two years of a transaction, employment:

• ⬇️13% in buyouts of listed companies;

• ⬇️16% in carveouts (i.e., deals for a part of a company);

• ⬆️13% in buyouts of private companies; and

• ⬆️10% in private-to-private sales from one PE shop to another.

These contrasting outcomes call into question sweeping proposals like Ms. Warren’s — and y’all know we’re not exactly apologists for private equity. Indeed, the authors write:

In his presidential address to the American Finance Association, Zingales (2015) makes the case that we “cannot argue deductively that all finance is good [or bad]. To separate the wheat from the chaff, we need to identify the rent-seeking components of finance, i.e., those activities that while profitable from an individual point of view are not so from a societal point of view.” Our study takes up that challenge for private equity buyouts, a major financial enterprise that critics see as dominated by rent-seeking activities with little in the way of societal benefits. We find that the real-side effects of buyouts on target firms and their workers vary greatly by deal type and market conditions. To continue the metaphor, separating wheat from chaff in private equity requires a fine-grained analysis.

This conclusion cast doubts on the efficacy of “one-size-fits-all” policy prescriptions for private equity. Our results also highlight how buyouts can lead to large productivity gains on the one hand and job and wage losses for incumbent workers on the other. This mix of consequences presents serious challenges for policy design, particularly in an era of slow productivity growth (which ultimately drives living standards) and concerns about economic inequality. (emphasis added)

🤔

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*The news that sparked Ms. Warren’s renewed fire was the announcement that Splinter, a digital media company, was shutting down. G/O Media, backed by private equity firm Great Hill Partners, purchased the the news site from Univision back in April after Univision acquired the property post-Gawker dismantling. Ironically, as Dan Primack points out, the transaction was financed with all equity, not debt, which calls into question whether Warren’s plan even applies.

**Ms. Warren has already started targeting PE-owned for-profit colleges and prison service companies.

💥PE Recruiting, Business Development & Retail Trends (Long Fiction Becoming Reality)💥

Summer is now long over which means we just went through all of the “holy sh*t, it’s only the beginning of September and private equity is ALREADY recruiting “talent” for 2021” puff pieces (paywall). Every year, recruiting season gets earlier and earlier and yet the business media still acts surprised/incredulous:

We swear BusinessInsider recycles this piece every single year. It’s like Runner’s World or Women’s Health publishing their “workout of the year” which is almost always the same “workout of the year” from last year.

Recruiting shenanigans have been going on now for years. And we’ve been all over it. Here’s what we wrote in June 2017 (Job Trends (Short Junior Associates/Analysts:)):

Despite rising junior associate salaries - which, notably, one loyal reader says is almost always a leading indicator of an oncoming downturn - millennials don't want that stinkin $180k starting salary, constantly-buzzing iphone, and flimsy business card. The beard is the new business card, brah. Just as investment bankers compete with Silicon Valley "tech" startups that drone deliver pinatas filled with kale chips (maybe we're kidding...maybe we're not), law firms are also struggling to retain young "talent." Why? Because millennials purportedly want to just mix drinks, cut hair, and have ephemeral existences. Good luck with the next recruiting season.

Then in mid-September 2017, we wrote in “Private Equity Recruiting is Bananas: M*therf*ckers Have Lost Their G*d-damned Minds”:

There is so much to unpack in this stupid piece about the annual private equity recruiting frenzy. First, let's stop calling kids who are weeks out of college "talent" merely because they got a job in an investment bank trainee program. They haven't proven that they're talented at anything just yet. Going to an ivy league school, having a trust fund and being a douche isn't dispositive of anything. So, everyone chime the f*ck down please. Second, these folks get paid $200k? And people say there's no wage inflation? Third, the idea that an ibanker trainee is going to be appreciative for the two years of training a bank has given them and, in turn, give later private equity business to said bank is ludicrous. As a practical matter, his/her connection to that bank lasts a mere few weeks prior to them securing the next bigger, better and more Tinderable gig with which they prefer to identify. This seems like an outdated model with bad assumptions baked into it. The only sure thing seems to be that no matter which one of the PE firms these trainees land at, they'll be hiring Kirkland & Ellis LLP as bankruptcy counsel for one of their busted portfolio companies. Fourth, we love this bit about recruiting being earlier than ever "after an agreement to hold back fell apart." Hahahaha. So, private equity firms - KNOWN FOR DEAL-MAKING - couldn't even come to a deal amongst themselves?? This is like mutually assured destruction among KKR, Warburg Pincus, Carlyle Group LP, Apollo Global Management LLC, Bain Capital, Blackstone Group LP, TPG and Golden Gate Capital. Here's a great idea: lets trip over ourselves - and each other - to hire people with literally "no work experience." Those interviews must be PAINFUL AF. And, oh, hey you Managing Director. We love that you're "often forced to cancel business meetings last-minute to interview candidates." We're sure a multi-billion dollar transaction can wait for some piss-ant Harvard bro who inexplicably and unnecessarily writes equations on glass to regale everyone with his rad math skills. So lit. On what basis are these kids REALLY getting hired then? We think it’s probably pretty obvious. And it’s questionable how this BS still flies. What does any of this have to do with disruption? Well, when you're competing with venture capital and tech to acquire "talent," desperate times seemingly call for desperate measures. Logic has been disrupted. And it's absurd.

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💥Sycamore Partners is a B.E.A.S.T. Part I.💥

🔥Rinse Wash & Repeat (Long Sycamore Partners)🔥

Sycamore Partners is a private equity firm that specializes in retail and consumer investments; it “partner[s] with management teams to improve the operating profitability and strategic value of their businesses.” Back in the summer of 2017, Sycamore Partners acquired Massachusetts-based office retailer Staples Inc. for $6.9b — a premium to the company’s then-trading price but a significant discount from its 2014 high. Your office supplies, powered by private equity! The acquisition occurred shortly after Staples ran afoul of federal regulators who prevented Staples from acquiring Florida-based Office Depot Inc. ($ODP)(which, itself, appears to just trudge along).

Sycamore’s reported thesis revolved around Staples’ delivery unit, a B2B supplier of businesses. Accordingly, per Reuters:

Sycamore will be organizing Staples along three lines: its stronger delivery business, its weaker retail business and its business in Canada, two sources familiar with the deal said. This structure will give Sycamore the option to shed Staples’ retail business in the future, one of the sources said.

The retailer had 1255 US and 304 Canadian stores at the time of the deal. The business reportedly had 48% of the office supply market, generating $889mm of adjusted free cash flow in 2016.

*****

Fast forward 18 months and, Sycamore is already looking to take equity out of the company. According to Bloomberg, the plan is for Staples to issue $5.2b of new debt ($3.2b in term loans and $2b of other secured and unsecured debt), which will be used to take out an existing $3.25b ‘24 term loan and $1b of 8.5% ‘25 unsecured notes (which Sycamore reportedly owns roughly $71mm or 7% of).* This is textbook Sycamore, so much so that it’s actually cliche AF — or as Dan Primack said, “…this sort of myopic greed gives ammunition to private equity’s critics.” Like this guy:

Sycamore Partners preps Staples for future bankruptcy with $1B dividend recap: https://t.co/SuDm8jAddu

— Jim Smith (@redphase) March 26, 2019

And this gal:

Staples will be one of the next retail chains to disappear.

Sycamore Partners is looking to take most of its cash out of Staples Inc. through a recapitalization that will saddle the company with roughly $1 billion of additional debt, https://t.co/v7RSCLjxnw

— Carol Forden (@CarolForden) March 25, 2019

Talk about reputations preceding…

Anyway, here’s what the deal would look like once consummated:

That $1b difference is the equity that Sycamore is taking out of the company. What does the company get in return? F*ck all, that’s what. Zip. Zero. Dan Primack also wrote:

Dividend recaps are a mechanism whereby private equity-owned companies issue new debt, and then hand proceeds over to the private equity firm (as opposed to using it to grow the business). Sometimes they don't matter too much. Sometimes they form leveraged anchors around a company's neck. (emphasis added)

Yup. That about sums it up. Here is Sycamore placing a leveraged anchor on…uh…improving “the strategic value” of Staples:

This is the market reacting to Sycamore’s strategy for Staples:

If the above GIF looks familiar, that’s because this is like the Taken series: Sycamore has a very particular set of skills. Skills it has acquired over a very long run. Skills that make them a nightmare for retailers like Staples. They look poised to deploy those particular skills over the course of a repetitive trilogy: the first chapter centered around Aeropostale. And here’s how that ended:

The sequel was Nine West and this is how that ended:

And, well, you get the point. Staples looks like it may be next to experience those very particular skills.

———

Okay, so the above was a bit unfair. In Aeropostale, the company went after Sycamore Partners hard, seeking to ding Sycamore, among others, for equitable subordination and recharacterization of their (secured) claims. Why? Well, Sycamore was not only the company’s term lender (to the tune of $150mm), but it was also a major equity holder with 2 board seats and the majority-owner of Aeropostale’s largest (if not, second largest) merchandise sourcer and supplier, MGF Sourcing Holdings Ltd.

NERD ALERT: for the uninitiated, equitable subordination is an equitable remedy that a bankruptcy court may apply to render justice or right some unfairness alleged by a debtor (or some other party in the shoes of the debtor, if applicable). It is generally VERY DIFFICULT TO WIN on this argument because the burden of proof is on the movant and there are multiple factors and subfactors that the accuser needs to satisfy — because, like, this is the law and so everything has a test, a sub-test, and a sub-sub-test and maybe even a sub-sub-sub-test. Judges love tests, sub-tests, and multi-pronged sub-tests. Three-prongs. Four-prongs. Everywhere a prong prong. Just take our word for it. It’s true.

Recharacterization is another equitable remedy that, if satisfied and granted by the court, would have resulted in Sycamore’s $150mm secured term loan position being reclassified as equity. This is a big deal. This would be like Mike Trout being on the verge of winning the MVP and the World Series AND securing a $350mm 10-year contract only to, on the eve of all of that, get (a) caught partying with R. Kelly til six in the morning with enough PED needles lodged in his butt to kill a team of horses, (b) suspended from baseball, (c) exiled into an early retirement a la Alex Rodriguez or Barry Bonds, and (d) forced into personal bankruptcy like Latrell Sprewell or Antoine Walker. Or, more technically stated, since secured debt is way higher in “absolute priority” than equity, this would instantaneously render Sycamore’s position worthless and juice the potential recovery of unsecured creditors. Then there is the practical side: for this remedy to apply, the bankruptcy court would have to make a “finding” that prong after prong has been satisfied and issue an order saying you’re the shadiest m*therf*cker on the planet because you’re actually dumb and careless enough to have met all of the prongs. So, as you might imagine, this is pretty much the worst case scenario for any secured party in bankruptcy and a career ender for the poor schmo who orchestrated the whole thing.

In Aeropostale, the Debtors argued that Sycamore and its proxy MGF engaged in inequitable conduct prior to Aeropostale’s filing, including (a) breach of contract, (b) “a secret and improper plan to buy Aeropostale at a discount” and (c) improper stock trading while in possession of material non-public information. This one had the added drama of arch enemies Kirkland & Ellis LLP (Sycamore) and Weil Gotshal & Manges LLP (Aeropostale) duking it out to the ego-extreme. Just kidding: this was all about justice! 😜

Anyway, there was a trial with fourteen testifying witnesses over eight presumably PAINFUL days that, in a nutshell, went like this:

WEIL GOTSHAL: “Sycamore are a bunch of conspiratorial PE scumbags who ran this company into the ground, your Honor!”

JUDGE LANE: “Not credible. Good day, sir. I said GOOD DAY!”

KIRKLAND & ELLIS/SYCAMORE:

In the end, Sycamore fared pretty well. They got nearly a full recovery** and releases under the plan of reorganization. Relatively speaking, the company also fared well. It didn’t liquidate.*** Instead, two members of the official committee of unsecured creditors — GGP and Simon Property Group ($SPG)— formed a joint venture with Authentic Brands Group and some liquidators and roughly 5/8 of the stores survived — albeit as a shell of its former self and with heaps of job loss (improved strategic value!!). Sure, millions of dollars were spent pursuing losing claims but that’s exactly the point: when Sycamore is involved, they win**** and others lose.***** The extent of the loss is just a matter of degree.

———

Speaking of degrees, all the while Nine West was lurking in the shadows all like:

WHOA. BOY. THIS ONE WAS A COMPLETE. AND UTTER. NEXT LEVEL. SH*TSHOW.

We’ve discussed Nine West at length in the past. In fact, it won our 2018 Deal of the Year! We suggest you refresh your recollection why (including the links within): it’s worth it. But what was the end result? We’ll discuss that and the (impressively) savage tactics deployed by Sycamore Partners therein in Part II, coming soon to an email inbox near you.

*At the time of this writing, the unsecured bonds last traded at $108.01 according to TRACE. This potentially gives Sycamore the added benefit of booking significant gains on the $71mm of unsecured notes in its portfolio.

**It’s unclear whether Sycamore recovered 100% but given that they got $130mm under the cash collateral order out of an approximately $160mm claim, it’s likely to have been close. Now, they did lose $53mm on AERO stock.

***A f*cking low bar, sure, but still. Have you seen what’s happening in these other retail cases?

****Putting aside nation-wide destruction, hard to blame LPs for investing in the fund. They get returns. Plain and simple. This ain’t ESG investing, people.

*****Sure, Weil “lost” its attempt to nail Kirkland…uh Sycamore…here but they got paid $15.3mm post-petition and $4.4mm pre-petition so that’s probably the best damn consolation prize we’ve ever heard of in the history of mankind. Weil has, to date, also avoided having a chapter 22 and liquidation in its stable of quals so there’s that too. In retail, you have to take the victories where you can get them.

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💰Private Equity Own Yo Sh*t (Short Health. And Care)💰

Forget Toys R Us. Private Equity Now Owns Your Eyes and Teeth

It has been over a month since media reports that Bernie Sanders and certain other Congressman questioned KKR about its role in the demise of Toys R Us (and the loss of 30k jobs). At the time, in “💥KKR Effectively Tells Bernie Sanders to Pound Sand💥,” we argued that the uproar was pretty ridiculous — even if we do hope that, in the end, we are wrong and that there’s some resolution for all of those folks who relied upon promises of severance payments. Remember: KKR declared that it is back-channeling with interested parties to come to some sort of resolution that will assuage people’s hurt feelings (and pocketbooks). Since then: we’ve heard nothing but crickets.

This shouldn’t surprise anyone. What might, however, is the degree to which private equity money is in so many different places with such a large potential societal impact. It extends beyond just retail.

Last week Josh Brown of Ritholtz Wealth Management posted a blog post entitled, “If You’re a Seller, Sell Now. If you’re a Buyer, Wait.” Here are some choice bits (though we recommend you read the whole thing):

I’ve never seen a seller’s market quite like the one we’re in now for privately held companies. In almost any industry, especially if it’s white collar, professional services and has a recurring revenue stream. There are thirty buyers for every business and they’re paying record-breaking multiples. There are opportunities to sell and stay on to manage, or sell to cash out (and bro down). There are rollups rolling up all the things that can be rolled up.

In my own industry, private equity firms have come in to both make acquisitions as well as to back existing strategic acquirers. This isn’t brand new, but the pace is furious and the deal size is going up. I’m hearing and seeing similar things happening with medical practices and accounting firms and insurance agencies.

Anything that can be harvested for its cash flows and turned into a bond is getting bought. The competition for these “assets” is incredible, by all accounts I’ve heard. Money is no object.

Here’s why – low interest rates (yes they’re still low) for a decade now have pushed huge pools of capital further out onto the risk curve. They’ve also made companies that rely upon borrowing look way more profitable than they’d ordinarily be.

This can go on for awhile but not forever. And when the music stops, a lot of these rolled-up private equity creations will not end up being particularly sexy. Whether or not the pain will be greater for private vs public companies in the next recession remains to be seen.

The Institutional Investor outright calls a bubble in its recent piece, “Everything About Private Equity Reeks of Bubble. Party On!” They note:

The private equity capital-raising bonanza has at least one clear implication: inflated prices.

Buyout multiples last year climbed to a record 10.2 times earnings before interest, taxes, depreciation, and amortization, according to S&P Global Market Intelligence. This year they remained elevated at an average of 9.5 times ebitda through May, a level surpassing the 2007 peak of the precrisis buyout boom.

When you’re buying assets at inflated prices/values and levering them up to fund the purchase, what could possibly go wrong?

*****

What really caught our eye is Brown’s statement about medical practices. Ownership there can be direct via outright purchases. Or they can be indirect, through loans. Which, in a rising rate environment, may ultimately turn sour.

Consider for a moment the recent news that private equity is taking over from and competing with banks in the direct lending business. KKR, Blackstone Group, Carlyle Group, Apollo Global Management LLC and Ares Management LP are all over the space, raising billions of dollars, the latter recently closing a new $10 billion fund in Q2. They’re looking at real estate, infrastructure, insurance, healthcare and hedge funds. Per The Wall Street Journal:

Direct loans are typically floating-rate, meaning they earn more in a rising-rate environment. But borrowers accustomed to low rates may be unprepared for a jump in interest costs on what’s often a big pile of debt. That risk, combined with increasingly lenient terms and the relative inexperience of some direct lenders, could become a bigger issue in a downturn.

Regulators like that banks are wary of lending to companies that don’t meet strict criteria. But they are concerned about what’s happening outside their dominion. Joseph Otting, U.S. Comptroller of the Currency, said earlier this year: “A lot of that risk didn’t go away, it was just displaced outside of the banking industry.”

What happens when the portfolio companies struggle and these loans sour? The private equity fund (or hedge fund, as the case may be) may end up becoming the business’ owner. Take Elements Behavioral Health, for instance. It is the US’s largest independent provider of drug and alcohol addiction treatment. In late July, the bankruptcy court for the District of Delaware approved the sale of it the centers to Project Build Behavioral Health, LLC, which is a investment vehicle established by, among others, prepetition lender BlueMountain Capital Management. In other words, the next time Britney Spears or Lindsay Lohan need rehab, they’ll be paying a hedge fund.

The hedge fund ownership of healthcare treatment centers thing doesn’t appear to have worked out so well in Santa Clara County.

These aren’t one-offs.

Apollo Global Management LLC ($APO) is hoping to buy LifePoint Health Inc. ($LPNT), a hospital operator in approximately 22 states, in a $5.6 billion deal. Per Reuters:

Apollo’s deal - its biggest this year - is the latest in a recent surge of public investments by U.S. private equity, the highest since the 2007-08 global financial crisis.

With a record $1 trillion in cash at their disposal, top private equity names have turned to healthcare. Just last month, KKR and Veritas Capital each snapped up publicly-listed healthcare firms in multi-billion dollar deals.

Indeed, hospital operators are alluring to investors, Cantor Fitzgerald analyst Joseph France said. Because their operations are largely U.S.-based, hospital firms benefit more from lower tax rates than the average U.S. company, and are also more insulated from global trade uncertainties, France said.

Your next hospital visit may be powered by private equity.

How about dentistry? Well, in July, Bloomberg reported KKR & Co’s purchase of Heartland Dental in that “Private Equity is Pouring Money Into a Dental Empire.” It observed:

In April, the private equity powerhouse bought a 58 percent stake that valued Heartland at a rich $2.8 billion, the latest in a series of acquisitions in the industry. Other Wall Street investment firms -- from Leonard Green & Partners to Ares Management -- are also drilling into dentistry to see if they can create their own mega chains.

Here’s a choice quote for you:

"It feels a bit like the gold rush," said Stephen Thorne, chief executive officer of Pacific Dental Services. "Some of these private equity companies think the business is easier than it really is."

Hang on. You’re saying to yourself, “dentistry?” Yes, dentistry. Remember what Brown said: recurring revenue. People are fairly vigilant about their teeth. Well, and one other big thing: yield baby yield!

The nitrous oxide fueling the frenzy is credit. Heartland was already a junk-rated company, with debt of 7.4 times earnings before interest, taxes, depreciation and amortization as of last July. KKR’s takeover pushed that to about 7.9, according to Moody’s Investors Service, which considered the company’s leverage levels "very high."

Investors were so hungry that they accepted lenient terms in providing $1 billion of the leveraged loans that back the deal, making investing in the debt even riskier.

Nevermind this aspect:

Corporate dentistry has come under fire at times for pushing unnecessary or expensive procedures. But private equity firms say they’re drawn by efficiencies the chains can bring to individual dental practices, which these days require sophisticated marketing and expensive technology. The overall market for dental services is huge: $73 billion in 2017, according to investment bank Harris Williams & Co. Companies such as Heartland pay the dentists while taking care of everything else, including advertising, staffing and equipment. (emphasis added)

Your next dental exam powered by private equity.

Sadly, the same applies to eyes. Ophthalmology practices have been infiltrated by private equity too.

Your next cataracts surgery powered by private equity.

Don’t get us wrong. Despite the fact that we harp on about private equity all of the time, we do recognize that not all of private equity is bad. Among other positives, PE fills a real societal need, providing liquidity in places that may not otherwise have access to it.

But we want some consistency. To the extent that Congressmen, members of the mainstream media and workers want to bash private equity for its role in Toys R’ Us ultimate liquidation and in the #retailapocalypse generally, they may also want to ask their emergency room doctor, dentist and ophthalmologist who cuts his or her paycheck. And double and triple check whether a recommended procedure is truly necessary to service your eyes and mouth. Or the practice’s balance sheet.

Private Equity & Toys R Us (Long Active Management. Yield Baby Yield)

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Religionless Millennials + Private Equity = Short David’s Bridal Inc.

Another Private Equity Backed Retailer is in Trouble

Per the Pew Institute:

In the past 10 years, the share of U.S. adults living without a spouse or partner has climbed to 42%, up from 39% in 2007, when the Census Bureau began collecting detailed data on cohabitation.

Two important demographic trends have influenced this phenomenon. The share of adults who are married has fallen, while the share living with a romantic partner has grown. However, the increase in cohabitation has not been large enough to offset the decline in marriage, giving way to the rise in the number of “unpartnered” Americans.

Maybe the rise in co-habitation among romantic partners and the decline in marriage has something to do with the decline of importance of religion. Note this chart:

That said, the decline seems to have more to do with millennial attitudes towards religion AND the institution of marriage than anything else.

What does this have to do with any of you? Well, it seems that attitudes towards marriage are creating some retail distress. In June, Alfred Angelo filed for chapter 7 bankruptcy — much to the chagrin of countless brides-to-be who were left uncertain as to the delivery status of their ordered gowns. Take cover…insert peak Bridezilla.

David’s Bridal Inc. swooped in and tried to save the day. Because HOT DAMN retail is cold today. Customer acquisition needs to come from somewhere. And David’s Bridal needs all the help it can get.

The Conshohocken Pennyslvania-based retailer is the largest American bridal-store chain, specializing in wedding dresses, prom gowns, and other formal wear. The company has approximately 300 stores nationally (and declining). It also has approximately $1 billion of debt hanging over its balance sheet like an albatross. Upon information and belief (because the company is private), the capital structure includes a $125 million revolving credit facility, an approximately $500 million term loan due October 2019, and $270 million of unsecured notes due October 2020. The notes are trading at roughly half of par value, reflecting distress and a negative outlook on the possibility of full payment. Justifiably so. With EBITDA at roughly $19 million a quarter, the company appears 9.5x+ leveraged. And you thought YOUR wedding dress was expensive.

Why so much debt you ask? Well, c’mon now. Surely you’ve been reading us long enough to know the answer: private equity, of course. The company was taken private in a 2012 leveraged buyout by Clayton, Dubilier & Rice. (Petition Note: Callback to that Law360 article where private equity lawyers and bankers alleged that PE firms take too much flack…HAHAHA).

In light of recent trends and the debt, Moody’s recently downgraded David’s Bridal to “negative,” noting:

"‘In our view, this is a reflection of the intense competition in the sector and casualization of both gowns and bridesmaids dresses," Raya Sokolyanska, a Moody's analyst, wrote in a note to investors.”

Competition? You’ve got that right. H&M is all over this space too — grasping at straws to salvage its own languishing prospects.

Consequently, Reuters reported that the company is in talks with Evercore Group LLC ($EVR) to help it address its balance sheet. If hired, we think it would be hilarious if Evercore included this Marketwatch article entitled, “5 brides share their financial wedding regrets” in its pitch to lenders. Choice bit,

“Clare Redway, a marketing director based in Brooklyn who married in June 2016 said she wishes she spent more on the wedding dress, or at least found a more unique one. ‘I just got mine on sale at David’s Bridal,’ she said.”

That ought to stir up some concessions.

Enough Already With the “Amazon Effect”

Resale and Micro-Brands Are a Big Piece of the Retail Disruption Story

Let’s start with this SHAMELESS Law360 piece (paywall) which doubles as a promotional puff piece on behalf of the private equity industry. Therein a number of conflicted professionals go on record to say that private equity has taken far too much flack for the demise of retail. The piece is pure comedy…

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😡Private Equity Faces Increasing Headwinds 😡

Warby Parker, Claire's Stores, Toys R Us & More

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Will TOM SHOES Be Another Victim of Private Equity?

Is Blake Mycoskie's Company in Distress?

NPR’s “How I Built This” podcast featuring TOMS Shoes founder Blake Mycoskie is great. But it footnotes a big piece of the TOMS story and neglects another entirely: that Mycoskie sold 50% of the company to private equity firm, Bain Capital. And that the company has debt currently trading at distressed levels and faces a potential liquidity crisis.

Let’s take a step back. TOMS Shoes Inc. is an unequivocal success story and Blake Mycoskie is deserving of praise. He took an idea that was originally meant to be purely charitable and created a company that scaled from $300k of revenue in year one to $450mm in revenue in year seven. His "buy-one-give-one" model has resulted in millions without shoes now having shoes. And the model itself has been copied by Warby Parker, Bombas, and others, across various businesses. 

That said, for us, this tweet sparked a renewed interest in the company. Many have speculated for years that the TOMS story isn’t all rainbows and unicorns and that there are unintended consequences that emanate out of the one-for-one model. The report referenced in the tweet drives this point home. 

Why is this important now? Because the charity narrative is critical to TOMS. The company cannot afford for the public to sour on the message. Particularly since the company hasn’t been doing so hot lately. Revenue fell nearly 24% YOY in Q2 and EBITDA fell 72% YOY to $5mm. Cash is thinning and the leverage ratio is fattening. S&P downgraded the company back in August. The company's $306.5mm senior secured Term Loan is trading at distressed levels down in the mid 40s, a marked decline from the mid 70s in the beginning of ’17. And that is up from a week or so ago, when it was in the low 40s: this partnership with Apple ($AAPL) and Target ($TGT) helped pump the quote. For those who don't deal in the world of restructuring or distressed investing, a plunge of loan value by nearly 100% is, well, quite obviously a terrible sign. This means, plainly, that the market is pricing in the very real possibility that TOMS will default (and won't be able to pay back its loan in full). 

A positive? There are no near term maturities: the $80mm revolver is due in 2019 and the term loan is due in October 2020. Still, at Libor+550bps, the interest rate on the term loan is a minimum of 6.5% which is a cool $21mm in annual interest expense. And that’s before interest rates rise. The company looks like it will have trouble sustaining its capital structure and there’s no indication that the addition of new SKUs will help the company grow into it. With that interest expense, liquidity is going to get tighter. Those of you paying attention have heard this leveraged-buyout-gone-awry-lots-of-interest-expense story before: it’s the same one as Toys “R” Us, rue21, Payless Shoesource, & Gymboree. 

According to S&P, the wholesale business is feeling the trickle down effect of pervasively battered retail with inventory orders on the decline. In a thus far successful effort to maintain margin, TOMS is focusing on operational streamlining. We are guessing that some kind of financial advisor is in there (anyone know?). At a certain point, there are only so many costs you can take out of a business. Does anyone think the wholesale business is set to reverse course anytime soon given the state of retail? We don't. 

Which brings us back to NPR’s podcast. Celebrating how something is built is great and, again, we are big fans. The series has featured a variety of awesome episodes (email us for recs). But it bothered us that we weren't given the whole story. It's not sexy, we get that, but the company's debt load, interest expense, and private equity history should have been the last chapter. What comes next is to be determined. 

Private Equity Track Record

Back in October, Garden Fresh Restaurants* filed for bankruptcy. In January, The Limited Stores* filed and ultimately sold for a pittance to Sycamore Partners. Soon, if the rumors are true, Gordman's will file. What do all of these companies have in common? Sun Capital Partners. Gordman's would be the third Sun Capital portfolio company bankruptcy in five months - which doesn't really enhance the image of private equity firms now, does it? Thousands of jobs are now gone (a typical and increasingly earned PE trope), but Sun Capital has gotten its dividends and fed its LPs. Did Sun generate returns for its LPs? Looks that way. But we're not sure a track record of multiple liquidations is what Sun was hoping for. 

UPDATE: Shortly after publishing this, Gordmans Stores Inc. did, in fact, file for bankruptcy. You can find the case summary for it here. 

* click on company names for case rosters