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2012年1月23日星期一

In a Romney Believer, Private Equity’s Risks and Rewards

IT was, the gossip pages would later report, the talk of the Hamptons — a midsummer night’s bacchanal in the playground of the 1 percent.

Beyond the windswept dunes in Bridgehampton, at a $400,000-a-month oceanfront mansion, bright young things bubbled up and the Champagne flowed fast. Into the small hours, professional dancers in exotic clothing gyrated atop platforms. One couple twirled flaming torches. The sounds of techno boomed over the beach.
The New York Post summed up the evening’s Dionysian mysteries with the following headline: “Nude Frolic in Tycoon’s Pool.”
The Post’s tycoon, and the party’s host, was a financier named Marc J. Leder, and those weekend revels last July had the East End of Long Island buzzing. Like many deal makers, though, Mr. Leder, 50, is virtually unknown outside financial circles. But from his headquarters in Boca Raton, Fla., he presides over a multibillion-dollar private empire. He is a practitioner of a Wall Street art that helped define an age of hyperwealth, and which has now been dragged into the white-hot spotlight of presidential politics: private equity.
It was through private equity that one Republican candidate, Mitt Romney, amassed his wealth — and, it turns out, it was through private equity that Mr. Romney first met Mr. Leder. A couple of months after the blowout in Bridgehampton, Mr. Leder was host for a fund-raiser at his Boca Raton home for Mr. Romney’s campaign. But the connection goes back even further. Years ago, a visit to Mr. Romney’s investment firm inspired Mr. Leder to get into private equity in the first place. Mr. Romney was an early investor in some of the deals done by Mr. Leder’s investment company, Sun Capital, which today oversees about $8 billion in equity.
Mr. Romney’s own time in the private equity business, at Bain Capital, has provoked fierce attacks from Republican rivals and others. It has also prompted a lot of questions, including the big one: What good is this business, anyway? Detractors say private equity has enriched a handful of financiers at the expense of ordinary Americans. The deal makers, this line goes, buy companies and then bleed the life out of them. Jobs are often among the casualties.
Whether there’s truth to such claims depends on whom you ask. Private equity executives, as well as Mr. Romney, who left Bain in 1999, say the industry fixes troubled companies and ultimately creates jobs. Whatever the case, three decades after this sort of deal-making burst onto the scene in the merger mania of the 1980s, there are surprisingly few solid answers from either side.
What is certain is that buyout specialists upended the old order and made vast fortunes for themselves. Fueled by easy money from banks, and from endowments and pension funds, these private investors were able to buy companies with borrowed money and put down relatively little of their own cash.
Today, many of these private kingdoms rival the nation’s mightiest public companies. In all, the private equity industry oversees $3 trillion in global assets, according to Preqin, the research firm. Buyout kings control more than 14,000 American companies, including brands like Hilton Hotels and Burger King.
BUT financiers weren’t the only ones to embrace private equity. On the campaign trail, Rick Perry called private equity artists “vulture capitalists.” But as governor of Texas, he blessed the largest corporate buyout in history — the $44.4 billion takeover of the utility TXU by several investment firms in 2007. Indeed, as in many other places nationwide, public pension funds in Texas used public money to bet on private equity, in hopes of generating the investment returns they needed to pay retirees.
Against this backdrop, the story of Marc Leder might seem a footnote in the nation’s economic ledger. But it is a story worth knowing. That’s because, in many ways, Mr. Leder personifies the debates now swirling around this lucrative corner of finance.
To his critics, he represents everything that’s wrong with this setup. In recent years, a large number of the companies that Sun Capital has acquired have run into serious trouble, eliminated jobs or both. Since 2008, some 25 of its companies — roughly one of every five it owns — have filed for bankruptcy.
Among the losers was Friendly’s, the restaurant chain known for its Jim Dandy sundaes and Fribble shakes. (Sun Capital was accused by a federal agency of pushing Friendly’s into bankruptcy last year to avoid paying pensions to the chain’s employees; Sun disputes that contention.) Another company that sank into bankruptcy was Real Mex, owner of the Chevy’s restaurant chain. In that case, Mr. Leder lost money for his investors not once, but twice.
Yet Mr. Leder doesn’t seem to be suffering too much himself. In fact, he is living so large that he can’t avoid the limelight. Last July, he used part of his personal fortune to join a group of investors in buying the Philadelphia 76ers. In December, he was spotted on St. Bart’s with Russell Simmons, of Def Jam and Phat Farm fame, and Rachel Zoe, the celebrity stylist. That again landed him in The New York Post, which dubbed him a “private equity party boy.”
Mr. Leder says that characterization couldn’t be further from the truth. He focuses on what are known as “scratch and dent” deals, which typically involve companies that are struggling to begin with. One-third of the companies Sun Capital has bought are losing money. It’s a tricky game in good times, and downright dangerous in bad ones. Mr. Leder and his defenders say Sun Capital has saved many companies and, with them, many, many jobs.
“I think the portrayal of me as having wild and crazy parties is absolutely incorrect,” Mr. Leder said during a wide-ranging interview in Sun Capital’s offices in Midtown Manhattan. “I spend a small percentage throwing some parties, attending some parties. I like music. I like to dance. But rather than reporting on how I spend 340 days and nights of my year, the media likes to report on the other 25.”
Paul Jones, chief executive of the Midwest retailer ShopKo, which Sun Capital acquired in 2005, said Mr. Leder has kept a close eye on his company. “I get e-mails from him, usually on Sunday mornings, in which he’s says we had an impressive week or sometimes it’s just to give our team an ‘attaboy,’ ” Mr. Jones said.
FOR more than 28 years, Helen Smolak worked at the Friendly’s in Denham, Mass. Day in and day out, she served Big Beef Burgers and Fribbles, collected tips and made a decent living.
All that changed one evening last October. That was when Ms. Smolak’s supervisor called to tell her the restaurant was shutting down — immediately.
“It was my family. That was my home,” said Ms. Smolak, 56. “Friendly’s always came first. I was supposed to retire with these people and with this company.”
What went wrong? Sun Capital acquired Friendly’s in 2007 for $395 million — an 8 percent premium based on Friendly’s stock price at the time. But now Sun was saying the weak economy and the rising prices of milk and other ingredients had pushed Friendly’s, a 76-year-old chain, to the brink.
The Pension Benefit Guaranty Corporation, the federal agency that helps safeguard corporate pensions, wasn’t so sure. It accused Sun Capital in bankruptcy court filings of using the bankruptcy to shift Friendly’s pension burden onto the agency.
“That’s absolutely not true,” Mr. Leder said. Friendly’s pension fund, he said, was underfunded well before Sun Capital bought the company. The outcome, he added, is simply the way the bankruptcy process works.
“We don’t make the rules,” he said with a shrug. He said the matter was settled with the agency for a “nominal” sum.
Bankruptcy is never pretty. But, in this case, Sun Capital was particularly adept at getting what it wanted. Only months after Friendly’s went bankrupt, Mr. Leder has already regained control of the company. It was a calculated move, and one that is potentially lucrative for Sun Capital and its investors. In filing for bankruptcy, Friendly’s also cut hundreds of jobs, closed dozens of restaurants and bought some time to regroup. Now, if Sun Capital can turn around Friendly’s, it might eventually be able to sell the chain at a profit.
And profit, after all, is what private equity is really about. Among the Sun Capital investors that stand to benefit from all of this are the New York State Teachers’ Retirement System, the Indiana State Teachers’ Retirement Fund and the Ford Foundation.
Jeffrey States is the investment officer for the Nebraska Investment Council, another Sun Capital investor. He said some private equity firms do provide information about how their dealings might affect things like jobs. But not all investors ask for such details.
“The primary objective is returns,” Mr. States said.
Mr. Leder, for his part, has never been shy about turning a profit. He and another banker, Rodger R. Krouse, were working at Lehman Brothers when they saw the huge money-making potential of private equity. They hatched their plan to get into the business one April afternoon in 1995, after a meeting at Mr. Romney’s Bain Capital in Boston.
The executives at Bain had been grousing about a deal in which Bain had doubled its money. But the Bain executives were lamenting that if they had sold sooner, they could have made much more.
On the plane back to New York, Mr. Leder and Mr. Krouse sat stunned.
“We’re looking at each other saying, ‘This is an industry where double your money is not that good of a deal?’ ” Mr. Leder recalls.
At 10 the next morning, Mr. Leder and Mr. Krouse marched into their bosses’ offices and quit. They then decided to base their new private equity firm in Boca Raton, and became its co-chief executives, believing the location would give them an edge in spotting potential acquisitions in the Southeast before their rivals in New York and Boston. But competitors kept outbidding them for companies.
It took 20 months, but they finally got their foot in the door. Friends and family members invested in their first dozen deals. Mr. Romney also invested personally in some early transactions, including an acquisition of a company that made speakers for computers and another that made carbon paper.
(Mr. Romney’s 2011 financial disclosures included stakes worth less than $15,000 apiece in two Sun-controlled companies — a pittance, given his estimated wealth of as much as $250 million. A spokeswoman for Mr. Romney’s campaign did not respond to an e-mail or a call seeking comment.)
Sun Capital soon carved a niche in doing turnarounds. In 1997, it acquired a majority stake in a maker of injection-molded polypropylene panels. By 2002, that company had more than doubled its sales.
 One success led to another. Mr. Leder and Mr. Krouse invested $1.5 million in a company that supplied parts for Corvettes and walked away with $20 million. Two Sun investors were so tickled that they bought each man a red Corvette.
Such successes aside, Mr. Leder and Mr. Krouse make something of an odd couple. Mr. Krouse has the quiet demeanor of an accountant and tends to shift in his seat when conversations turn to his private life. (Former associates say he is a family man who likes to spend his spare time reading.)
Mr. Leder, by contrast, is bigger than life. He storms into a room and seems to suck out all of the air. Several former colleagues say he appears to have a photographic memory. He speaks rapidly and rarely holds back.
In a conversation about his business dealings, he segued into how his father wanted him to be a doctor but that he opted for other pursuits because he hated dissecting frogs in biology class. And he mentioned how he used crushed graham crackers as the secret ingredient in the pancakes he used to make for his youngest daughter.
He also said he started reading The Wall Street Journal when he was 12, and that in high school he delivered chickens and started a D. J. business. And he said that he typically sleeps for two to three hours at a time at night before waking up to answer e-mails.
AS word got out about Sun Capital’s early investment successes, pension funds and endowments were soon clamoring to get into its funds. Sun Capital raised fund after fund, each bigger than the last. In 2007, it raised $6 billion for a single fund. Sun Capital had hit the big time.
Then the Great Recession struck. The private equity boom turned bust fast.
By early 2009, numerous companies that Sun Capital had acquired were struggling to survive. Sun was racked by internal dissent. And Mr. Leder’s personal life had hit a rough patch.
By that spring, several Sun companies, including Drug Fair, Big 10 Tires and Mark IV Industries, had spiraled into bankruptcy. The firm had already taken losses on a large deal, a hostile takeover of the fashion company Kellwood, which Sun Capital had acquired without the usual due diligence.
Then came other, more personal blows. Mr. Leder and Mr. Krouse both lost money that they had personally invested with Bernard L. Madoff. Mr. Leder and his wife of 22 years, Lisa, began to go through a messy divorce. She demanded half of his total wealth, which she contended was more than $400 million at the time. The two eventually settled for an undisclosed amount.
Its business in retreat, Sun Capital laid off a number of its own employees. Those who stayed were told they would receive no cash bonuses. Instead, everyone was given a bigger slice of the portfolio of companies that, at that time, was losing value every day.
Angry employees fired off a list of dozens of pointed questions to Mr. Leder and Mr. Krouse, asking how much money the two co-founders had been paid and how much they had taken out of Sun Capital. The employees wanted to know how a firm that had just raised a $6 billion fund, and which was collecting about $120 million a year in management fees alone, could possibly be running low on cash.
Mr. Leder and Mr. Krouse had, in fact, already paid themselves handsomely for their giant fund. As 50-50 partners, they kept the first year’s fees, in cash, for themselves, according to former employees. A spokesman for Sun Capital declined to comment.
Mr. Leder said that even during its worst year, Sun Capital booked a small profit. He denied that his decisions were driven by his own financial interests. And Sun Capital paid its employees cash bonuses early for 2009 , he said, because “we realized we had pulled in the reins a little too hard.”
To critics who say that Sun Capital grew too big, too fast, Mr. Leder pointed to ShopKo, which it bought for $1.2 billion. Sun brought in new management, freshened up stores and plans to merge it with another Midwest retailer, Pamida. Sun Capital has already paid itself a dividend on that deal, and Mr. Leder says he expects it will generate big returns.
In a smaller deal, Sun Capital bought the Midwest retailer Gordmans for $56 million in 2008. It doubled its returns through two dividend payments and proceeds from the Gordmans initial public offering in 2010. 
When asked if private equity could withstand the heat of election-year politics, Mr. Leder seems unfazed. He is among the top contributors to the political action committee Restore Our Future, a so-called super-PAC created to help Mr. Romney. He insists his business isn’t politics — it’s private equity.
“I don’t worry about what I can’t affect,” he said.
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2012年1月9日星期一

Financial Check-Up: 10 Steps to Get Mortgage Ready

SANTA ANA, CA–(Marketwire -01/09/12)- Whether you’re financing or refinancing, the thought of applying for a mortgage can be scary. After all, a lot of folks say the mortgage marketplace has largely closed down and that home loans are difficult to get, if not impossible.
“More than four million existing homes were sold in 2011 according to the National Association of Realtors,” said Steve Patton, executive vice president with Carrington Mortgage Services, a lender with 27 offices, and licensed to do business in 42 states. “How can there be so much real estate activity without financing and refinancing? Mortgages are clearly more difficult to get than they were during the real estate boom a few years ago, but millions of loans are still being issued.”
So what’s the secret to getting a home loan in today’s marketplace?
The application process is a lot easier if you prepare in advance.
“The lender has a list of necessary documents which will be needed to create the loan,” said Patton. “While paperwork requirements can vary, borrowers generally have most information in hand. The trick is to organize financial information in advance so you can be mortgage-ready.”
The purpose of a financial check-up is to identify what lenders want and to place that paperwork in a file so you’re ready to apply for a mortgage. The result is that when you apply for a loan, all the required documentation will be in hand and your application will have a great chance to fly through the underwriting process.
What Lenders Really Want
There are lengthy guidelines outlining what lenders need to document loan applications. For borrowers, the best approach is to assume that lenders want everything required for your particular situation and to build an application file from that perspective.
What do you need? Patton said his firm has a lot of information online (www.carringtonhomeloans.com) and that most borrowers can use Carrington’s 10-point application checklist to start a basic file.
1. Income: Tax returns and pay stubs. Have complete tax returns and W-2s in hand for the past three years — just in case a lender wants to go back more than two years. The same with pay stubs: always have the last three or four stubs in the file. If self-employed you may also need a year-to-date profit-and-loss statement, especially if you apply for a loan late in the year.
2. Debts: You must disclose all debts. Lenders will generally have some idea of what you owe from credit reports. However, you’ll need to document debts including account names and numbers, the amount owed and the required monthly payment. Make sure to include debts such as: car loans, student loans, mortgages and credit card accounts. The best approach is to have the latest three monthly statements for each account in the file.
3. Credit: Lenders will pull both credit reports and credit scores from the three major credit reporting bureaus. A credit report can be seen as a history of credit use while a credit score is a statistical measure of credit usage. Borrowers can get free copies of credit reports from AnnualCreditReport.com. Three months before applying for a mortgage get a copy of your report and check it for factual errors and items that are more than seven years old (10 years for bankruptcies). “If you find errors or out-of-date items,” said Patton, “contact the credit reporting agency or creditor to get them removed. Inaccurate information can hurt credit scores and affects the borrower’s ability to qualify in some cases.”
4. Assets: Assets are a sign of financial stability and financial stability very much pleases lenders. Pull together the latest three statements for such things as retirement accounts, stock brokerage accounts, mutual funds, savings, checking, etc.
5. Gifts: If you’re buying property with help from an outside source, lenders will require a gift letter from the donor which confirms that the money you received was not a loan. Note that you can’t get a “gift” from the seller, builder, broker or anyone with an interest in the transaction.
6. VA Loans: Those seeking a VA mortgage but are no longer in the service will need to provide a Certificate of Eligibility (Form DD214). If currently on active duty, lenders will want a letter from your commanding officer to verify service.
7. Divorce: A large number of marriages end in divorce but the usual claim that 50 percent fail is debatable. What’s not debatable is that divorce can impact mortgage applications. Applicants must report all required alimony and child support payments — think of them as a form of debt. Recipients need not include alimony and child support payments in loan applications, however such payments can be counted toward qualifying income if documented.
8. Bankruptcy: More than 1.5 million people declared bankruptcy in both 2010 and 2011. You can sometimes qualify for a new mortgage within two years if the bankruptcy was caused by a hardship such as the loss of a job or a medical emergency — and you have re-established good credit. Lenders will require a bankruptcy to be fully documented, including copies of the petition and discharge.
9. Foreclosure: If you have a foreclosure, expect to wait two to five years for a new mortgage — but longer for those who “walked-away” from a home loan. Lenders will require details regarding exactly what happened and why, as well as a strong credit history after the foreclosure.
10. Rentals: Your tax returns should tell the financial story regarding any rental units you own. Depreciation from rental units — often a big item — can be “added back” to boost qualifying income. Also, lenders will want copies of leases.
“By creating a financial check-up and having the required paperwork in hand, you’ll be able to move quickly through the process and hopefully avoid application headaches and hold-ups,” said Patton. “The 10-point Carrington application list is a way to get started at your own pace, to see what information you have and what verifications you need.”
For a specific list of documents and verifications, speak with lenders well before entering the mortgage marketplace.
Peter G. Miller is a widely-published writer who specializes in mortgages and real estate
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2012年1月4日星期三

Schulte Roth & Zabel LLP Announces Election of New Partners and Promotion of Associates to Special Counsel

NEW YORK–(BUSINESS WIRE)– Schulte Roth & Zabel LLP is pleased to announce the election of Eric A. Bensky, Jennifer Dunn, Christopher S. Harrison and David J. Karp as partners. The firm also announces the promotion of James T. Bentley, Michael G. Cutini, Farzad F. Damania, William I. Friedman, Frank J. LaSalle, James Nicoll and Leonora M. Shalet to special counsel.
Eric Bensky is resident in the firm’s Washington, D.C. office. The other new partners and special counsel are located in the firm’s New York office. David Karp is resident in both the New York and London offices.
“We are very proud of these individuals who have distinguished themselves through their contributions to our clients and the firm,” said Alan Waldenberg, a member of the firm’s executive committee. “The depth of their knowledge and experience greatly enhances the value of our legal services and reflects the firm’s commitment to providing the highest level of guidance and client service.”
PARTNERS
Eric A. Bensky, a partner in the litigation group, focuses his practice on securities litigation, including civil, disciplinary and criminal proceedings and investigations before federal and state courts, the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA), various stock exchanges, and arbitration panels of FINRA and other self-regulatory organizations. He received his B.A., with high honors and high distinction, from the University of Michigan and his J.D., with honors, from the University of Chicago Law School.
Jennifer Dunn, a partner in the investment management group, advises hedge funds, private equity funds, hybrid funds, funds of funds and investment advisers in connection with their structuring, formation and ongoing operational needs, general securities laws matters, and regulatory and compliance issues. After obtaining a B.A., cum laude, from the University of Pennsylvania, Jennifer received her J.D. from Columbia Law School.
Christopher S. Harrison, a partner in the M&A and private equity practices of the business transactions group, concentrates his practice on hedge fund mergers and acquisitions, private equity transactions, and domestic and cross-border mergers and acquisitions. Christopher also serves as an adjunct professor at New York University School of Law. He has a B.A. from Friedrich-Schiller-Universität and a J.D., cum laude, from New York University School of Law.
David J. Karp, a partner in the business reorganization group, focuses his practice on corporate restructuring, special situations and distressed investments, distressed mergers and acquisitions, and the bankruptcy aspects of structured finance. In addition, David leads the firm’s distressed debt & claims trading practice, which provides advice in connection with U.S., European and emerging market debt and claims trading matters. He received his B.S. from Cornell University and his J.D. from Fordham University School of Law.
SPECIAL COUNSEL
James T. Bentley, a special counsel in the business reorganization group, practices in the areas of distressed mergers and acquisitions, debtor-in-possession financing, corporate restructuring, and out-of-court workouts. James received his B.A. from Boston College and his J.D., cum laude, from Brooklyn Law School. After earning his law degree, James clerked for Chief Judge Carla E. Craig of the Eastern District of New York Bankruptcy Court. Prior to joining SRZ, he was an assistant vice president in Citigroup’s Global Corporate Banking Group.
Michael G. Cutini, a special counsel in the litigation group, focuses his practice in the areas of complex commercial and business, securities and shareholder, and bankruptcy litigation on behalf of privately and publicly held companies and financial services industry clients, including hedge funds, private equity funds, and prime and clearing brokers, as well as advising clients on compliance with antitrust laws, particularly in the context of mergers and acquisitions. He received his B.A., summa cum laude, from the State University of New York Fredonia and went on to obtain his J.D., cum laude, from Syracuse University College of Law.
Farzad F. Damania, a special counsel in the business transactions group, focuses his practice on capital markets and securities law, mergers and acquisitions and general corporate law. Farzad received his B.A. from St. Xavier’s College and his LL.B. from Government Law College, both in Bombay, India, and he received his LL.M. from Chicago-Kent College of Law, Illinois Institute of Technology.
William I. Friedman, a special counsel in the litigation group, concentrates his practice on AML, OFAC and FCPA issues and other regulatory areas. Prior to joining SRZ, William was with the New York Stock Exchange, where he served as special counsel in its Division of Enforcement. After graduating with honors from Brandeis University, he earned his M.B.A. from Baruch College, CUNY, and received his J.D. from Brooklyn Law School. After earning his law degree, William served as a law clerk to the Hon. Bernard J. Fried of New York County, Supreme Court, Criminal Branch.
Frank J. LaSalle, a special counsel in the litigation group, practices in the areas of complex commercial, securities, corporate governance, accountants liability, intellectual property, real property, class action defense, bankruptcy and creditors rights litigation, and securities regulatory investigations and examinations. Frank earned his B.A. and M.A. from Miami University and his J.D. from University of Akron School of Law.
James Nicoll, a special counsel in the business transactions group, focuses his practice on corporate finance transactions, counseling corporate clients on compliance with the federal securities laws and on general corporate matters, venture capital and mergers and acquisitions. He holds a B.S. from Cornell University and a J.D. from the University of Pennsylvania Law School.
Leonora M. Shalet, a special counsel in the investment management group, focuses her practice on advising investment funds (including hedge funds, private equity funds, hybrid funds and funds of funds) and investment advisers in connection with their structuring, formation and ongoing operational needs, general securities laws matters, and regulatory and compliance issues. Leonora earned an LL.B. in Law with French Law from Birmingham University, Birmingham, England as well as a French Law Diploma from Limoges Law School, France (ERASMUS). Leonora is also a graduate of the Legal Practice Course from Nottingham Law School, Nottingham Trent, England.
About Schulte Roth & Zabel LLP
Schulte Roth & Zabel LLP (www.srz.com) is a full-service law firm with offices in New York, Washington, D.C. and London. As one of the leading law firms serving the financial services industry, the firm regularly advises clients on corporate and transactional matters, as well as providing counsel on securities regulatory compliance, enforcement and investigative issues. The firm’s practices include investment management; M&A securities & capital markets; litigation; business reorganization; distressed debt & claims trading; employment & employee benefits; environmental; finance; individual client services; intellectual property, sourcing & technology; real estate; regulatory & compliance; structured products & derivatives; and tax

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