Before I shifted my area of focus to economic policy, I worked for several years as a financial journalist covering the global aerospace finance and the airline industries. Additionally, I worked at a consultancy and investor/media relations firm (for a relatively short time). In both of these positions, I learned what I would consider to be a fairly large amount about the complex world of private equity and
leveraged buyouts in general. Private equity firms such as the
Texas Pacific Group, for example, tended to be significant players in financing airlines in the 1990s and early 21st Century, especially during the industry restructuring that occurred in the aftermath of 9/11. Additionally, the consulting firm I worked at had a clientele base made up of private equity, hedge fund and mezzanine finance firms.
What I learned from these experiences is that these so-called "alternative" investment firms can often play a good role in helping turn around a company's financial performance, especially private equity firms that in exchange for an equity investment take on direct managerial control of operations and add some much-needed discipline and strategic direction. Private equity funds typically control management of the companies in which they invest, and often bring in new management teams that focus on making the company more valuable.
Approximately $135 billion of private equity was invested globally in 2005, up 20% from 2004 because of a rise in buyouts. Buyouts have generated a growing portion of private equity investments by value, and increased their share of investments from a fifth to more than two-thirds between 2000 and 2005. At the same time, the ratio of early stage or venture capital investment has declined during this period.
Prior to this, after reaching a peak in 2000, private equity investments and funds raised fell in the next couple of years due to the slowdown in the global economy and declines in equity markets, particularly in the technology sector. The fall in funds raised between 2001 and 2003 was also due to a large excess created by the end of 2000 of funds raised over funds invested.
Private equity fundraising reached new record levels in 2006, with data from Private Equity Intelligence showing that a total of 684 funds worldwide achieved a final close over the course of 2006, raising an aggregate $432 billion in commitments.
The private equity / buyout industry, with an estimated $500 billion in capital, is behind the creation of mergers and acquisitions that put together are larger than the annual budgets of most of the world’s countries.
Just this week, private equity giant Cerberus Capital Management and Big-Three automaker DaimlerChrysler jointly released
news of a tentative sale (i.e. buyout) of the Chrysler Group to Cerberus. According to Bloomberg, if it receives regulatory approval, the deal would make Chrysler the first major U.S. automaker to go private. Daimler Chrysler, Mercedes-Benz, will change its name to Daimler AG and retain a 19.9% percent stake in the new company. The transaction cost Cerberus $7.4 billion but will give it 80.1% ownership.
But there is, perhaps not surprisingly, a significant dark side to private equity and leveraged buy-outs, not the least of which is the almost inevitable mass firings that take place as soon as a fund takes over. But there have been a number of newspaper articles and studies recently that explore the fact that private equity deals can hurts the employees of these target companies even while they simultaneously enrich both the investors and the financiers. Indeed, there are newly relevant questions about the impact of these firms’ business practices on American workers, businesses, communities, and the nation.
Today, the
Washington Post had an interesting report on a House Committee on Financial Services
hearing on "Private Equity's Effects on Workers and Firms", spurred by news of the Cerberus deal among others. According to the article:
The hearing . . . was planned weeks ago, and the discussion of exactly what, if anything, the government should do was tentative. But the session took on heightened significance after Monday's announcement that private-equity firms were moving into the top ranks of the automobile industry, with the pending buyout of Chrysler by Cerberus Capital Management.
Both critics and supporters of private-equity firms -- which use pools of investment capital to buy and run companies with growth potential and later sell them for a large profit -- acknowledged that there are no reliable data on the industry's overall impact on wages, benefits or jobs.
According to the article, both Democrats and Republicans in the House are split in their views on the subject. For example, both Democrats and Republicans praised the "multimillion-dollar" profits for investors and executives and the fact that some companies became healthier and added jobs as a result of buyouts. But there was also concern expressed about the likely job losses that would occur at corporations that were purchased in the Congressperson's home state.
Democratic Rep.
Barney Frank (D-Mass) is taking a strong stand on the controversy, and I think he nails the challenge with this comment: "When a small number of individuals benefit in the tens and sometimes hundreds of millions of dollars, and concurrently workers are laid off, we have a situation which seems to me wrong. What are we going to do about it? It's not clear."
The
Post reports that he suggested possible changes in federal tax policy as well as policies to help workers organize unions to help address these issues, both of which seem like good ideas in principle. As one would expect, however, Republicans such as Spencer Bachus (R-Ala) are opposed to regulation out of concern that it would hurt the economy and competitiveness (the same rationale Republicans and libertarians always cite when opposing government oversight and regulation of industry).
NPR has better coverage of the hearing, quoting SEIU president Andy Stern as saying "For all the hundreds of millions of dollars of fees and billions of dollars in profits taken out of these deals at private equity firms, the workers at most of these companies have seen no increases in benefits, no increases in wages."
The NPR article also points out the irony that some of the money fueling private equity takeovers actually comes from union pension funds - complicating the relationship between labor and private equity.
Writing on the topic last month, the
Washington Post's Steven Pearlstein
noted that Stern has been negotiating with "leading" private equity firms for some sort of commitment on how workers should be protected if their company is bought out in exchange for "political cover".
Pearlstein argues that "Now that 'going private' seems to be all the rage in corporate America, private-equity fund managers probably can't avoid taking a leading role in restoring the frayed social contract between companies and their workers." I would disagree with the statement to the extent that these firms
can avoid having to take such responsibility if Congress and organized labor doesn't hold their feet to the fire.
Although it is a complicated situation, and it is clear that these buyouts can sometimes be the only alternative to a company going Chapter 7 or Chapter 11 - and eliminating all of their jobs and shareholder equity in the process - I think Stern is completely correct that the private equity firms need to balance profit maximization with employee protection, especially as these type of deals are proliferating and more and more Americans are at risk of losing their job as a consequence.
Pearlstein notes that some of these protections could include a promise that all employees will be offered health insurance, or a portable pension benefit, along with a generous severance package if they are laid off or including them in a share of the profits if and when the company is sold -- an incentive that private-equity firms have used extensively, and successfully, with the managers of the companies they acquire. Both of these policies make a lot of sense to me, and ultimately would provide a much-needed measure of economic security to the American middle class as opposed to just enriching management and investors. It is definitely a challenging balancing act the federal government must play here in ensuring labor's interests are protected - but it is of great consequence to the broader economy.
Forbes discusses Stern's recent efforts to influence the public policy debate in Washington, and how the private equity industry is similarly beginning its lobbying efforts by creating the Private Equity Council.
Before you make up your mind, be sure to read this very comprehensive
report from SEIU called "Behind the Buyouts" released on their
website last month. I haven't finished it yet, but when I do I'll either update this post or start a new one covering its arguments.
So again, kudos and the best of luck to Andy Stern and SEIU, and I hope he will be successful in enlisting the support of both Congress and the private equity industry in protecting the interests of workers.
Update: I finished the SEIU's 44-page report, and here are the arguments made for increased government oversight and regulation of private equity.
1.
Addressing lack of transparency and conflicts of interest. SEIU argues, and I agree completely, that private equity should have to play by the same set of rules as other financial service providers. First, the industry needs to "provide transparency and disclosure about their businesses, their deals, their income, their plans for the companies they buy and sell, and the risks of the debt they load onto portfolio companies." For example, these firms should be required to disclose things like General Partner income, company-specific restructuring plans, specifics about debt plans and risks associated with that debt.
This is a tricky issue here because one of the reasons the top private equity firms are able to provide their investors (limited partners) with returns above the S&P is because of the secrecy that shrouds their dealmaking, This secrecy arguably acts as an arbitrage point for the industry, and it is unclear whether the industry would be able to compete with publicly-issued equity if the amount of disclosure mandated by the SEC were to be expanded. (this AEI-Brookings
study argues the opposite, however) Nevertheless, protecting workers at the companies targeted by private equity firms ought to be protected by the government to the fullest extent possible.
Portfolio company workers should share in a company’s success. After all, a buyout firm or CEO might come up with strategies for success, but only the workers can implement them. We’re talking basic fairness here. A handful of buyout deals have resulted in employee stock options, for example, but this is still the exception rather than the rule. It shouldn’t be.
The SEIU also argues that "the industry should invest in the health, security, and long-term prosperity of America by supporting equitable tax rates and the elimination of loopholes that increase the tax burden on working Americans. The industry should work to build confidence in the securities markets by
eliminating conflicts of interest and other potential abuses in their deals." (emphasis added)
I think these recommendations should be far less controversial, especially the part about identifying and eliminating conflicts of interest.
2.
Workers should have a voice in the deals and benefit from their outcome. Workers should have a seat at the table when deals are being made. According to SEIU, private equity deals should "create economic opportunities that align the long-term interests of everyone that builds the value of a company, from direct employees and contract workers to senior management." This is hard to argue with, and while it would be best if management/investors and the employees could work out mutually beneficial arrangements with each other, it might be necessary for government to step in to ensure the rights of the latter. Specifically, workers should have paychecks that can support a family, quality, affordable health care coverage, secure retirement benefits and a "voice" at work—meaning the freedom to join a union using majority sign-up without interference from any party.
And finally. . .
3.
Community stakeholders should have a voice in the deals and benefit from their outcome. According to SEIU, buyout firms should "play a proactive and constructive role in the communities affected by their deals, community stakeholders should be involved as deals are being made, the private equity buyout industry and community stakeholders should use wealth generated by deals to improve the quality of life, the environment, the health, the safety, and the long-term stability of communities." This is the basic argument for good corporate citizenship, which I think reasonable people would agree applies to private equity firms the same way it applies to publicly-traded corporations.
For more background on private equity, see this
special report from the
Financial Times published last month.
Update (6/16): The Wall Street Journal provides a good
update on the front page of their weekend edition (subscription only).
Update (6/27): Writing in
The Nation, Doug Henwood looks at the numbers behind private equity - and who the real winners and losers have been. (Hint: Stephen Schwartzman, CEO of the Blackstone Group, is a big winner)