“Bait-And-Switch”: When Mitt Romney Ran Bain Capital, His Word Was Not His Bond
America has been learning a lot lately about “the Bain way.” The damning 28-minute video “When Mitt Romney Came to Town,” put out by a pro-Newt Gingrich super PAC, and the new book “The Real Romney,” by Boston Globe reporters Michael Kranish and Scott Helman, have shed light on the strategies that Mitt Romney’s old private-equity firm, Bain Capital, used to generate outsize returns for its investors.
Make no mistake: Under Romney’s leadership in the 1980s and 1990s, Bain was a top-performing private-equity fund. According to an internal 2000 estimate, the fund achieved annualized returns of an astounding 88 percent from 1984 to 1999 for its institutional investors, including state and corporate pension funds that invest the savings of millions of American workers. It also made a fortune for Romney, whose net wealth reportedly exceeds $250 million.
For Kranish and Helman, the Bain way is an “intensely analytical and data-driven” approach to studying companies, what makes them successful or not, and how to boost their competitiveness.
The video “When Mitt Romney Came to Town” is understandably less sympathetic. To the filmmakers, bankrolled by the Winning Our Future super PAC, the Bain way is nothing less than “turning the misfortunes of others into . . . enormous financial gains.” The film spends most of its time interviewing people who lost their jobs and much of their savings after working at various companies that Bain bought, milked and sold to generate those huge profits.
Yet, there is another version of the Bain way that I experienced personally during my 17 years as a deal-adviser on Wall Street: Seemingly alone among private-equity firms, Romney’s Bain Capital was a master at bait-and-switching Wall Street bankers to get its hands on the companies that provided the raw material for its financial alchemy. Other private-equity firms I worked with extensively over the years — Forstmann Little, KKR, TPG and the Carlyle Group, among them — never dared attempt the audacious strategy that Bain partners employed with great alacrity and little shame. Call it the real Bain way.
Here’s how it worked. Private-equity firms are always eager to find companies to buy, allowing them to invest chunks of the billions of dollars entrusted to them and from which they earn hundreds of millions in fees. One ready source of these businesses is Wall Street bankers hired to sell companies through private auctions. The good news is that when a banker puts together a detailed selling memorandum about a company, chances are very high that company will be sold; the bad news is that these private auctions tend to be very competitive, and the winning bidder, by definition, is most often the one willing to pay the most. By paying the highest price, you win the company, but you also may reduce the returns you can generate for your investors.
I never negotiated directly with Romney; he was too high-level for any interaction with me. Rather, I dealt often with other Bain senior partners, who were very much in his mold. In my experience, Bain Capital did all that it could to game the system by consistently offering the highest prices during the early rounds of bidding — only to try to low-ball the price after it had weeded out competitors.
By bidding high early, Bain would win a coveted spot in the later rounds of the auction, when greater information about the company for sale is shared and the number of competitors is reduced. (A banker and his client generally allow only the potential buyers with the highest bids into the later rounds; after all, you can’t have an endless procession of Savile Row-suited businessmen traipsing through a manufacturing plant if you want to keep a possible sale under wraps.)
For buyers, the goal in these auctions is to be one of the few selected to inspect the company’s facilities and books on-site, in order to make a final and supposedly binding bid. Generally, the prospective buyer with the highest bid after the on-site due-diligence visit is selected by the client — in consultation with his or her banker — to negotiate a final agreement to buy the company.
This is the moment when Bain Capital would become especially crafty. In my experience — which I heard echoed often by my colleagues around Wall Street — Bain would seek to be the highest bidder at the end of the formal process in order to be the firm selected to negotiate alone with the seller, putting itself in the exclusive, competition-free zone. Then, when all other competitors had been essentially vanquished and the purchase contract was under negotiation, Bain would suddenly begin finding all sorts of warts, bruises and faults with the company being sold. Soon enough, that near-final Bain bid — the one that got the firm into its exclusive negotiating position — would begin to fall, often significantly.
Of course, some haggling over price is typical in any sale, and not everything represented by sellers and their bankers is found to be accurate under close examination. But Bain Capital took the art of negotiation over price into the scientific realm. Once the competitive dynamics had shifted definitively in its favor, the firm’s genuine views about what it was willing to pay — often far lower than first indicated — would be revealed.
At such a late date, of course, the seller is more than a little pregnant with the buyer. Attempting to pivot and find a new buyer — which knew it had not been selected in the first place, but was now being called back — would be devastating to the carefully constructed process designed to generate the highest price. Once Bain’s real thoughts about the price were revealed, the seller either had to suck it up and accept the lower price, or negotiate with a new buyer, but with far less leverage.
Needless to say, this does not make for a very happy client (or a happy banker). By the end of my days on Wall Street in 2004, I found the real Bain way so counterproductive that I no longer included Bain Capital on my buyer’s lists of private-equity firms for a company I was selling.
The real Bain way may be nothing more than a clever tactic to eliminate competition from a heated auction in order to buy a business at an attractive price. After all, Bain Capital is seeking the highest returns for its investors. But Bain’s behavior also reveals something about the values it brings to bear in a process that requires honor and character to work properly. If a firm’s word is not worth the paper it is printed on, then its reputation for bad behavior will impair its ability to function in an honorable and productive way.
I don’t know if Bain Capital still uses the bait-and-switch technique when it competes in auctions these days (I’m told that it doesn’t). But that was the way the firm’s partners competed when Romney ran the place. This win-at-any-cost approach makes me wonder how a President Romney would negotiate with Congress, or with China, or with anyone else — and what a promise, pledge or endorsement from him would actually mean.
Would a President Romney, along with a Republican Congress, cut taxes for the wealthy even more than he has pledged to do? Would he not try to balance the federal budget, even though he has said he would? Would he protect defense spending, as he has indicated he would?
I have no idea how Romney might behave in office. I do believe, however, that when he was running Bain Capital, his word was not his bond.
By: William D. Cohan, The Washington Post, January 13, 2012
Why The Bain Capital Controversy Is So Damaging To GOP Chances This Fall
The last few weeks of the Republican Presidential road show has been dominated by discussion of Mitt Romney’s career as head of a Wall Street private equity firm — Bain Capital. Most people who enter politics have some previous career in the private sector — especially if they’re wealthy.
But Mitt Romney’s career on Wall Street — which he apparently hoped would allow him to tout his credentials as a “job creator” — will instead weigh down his election hopes like a massive millstone. There are six reasons why:
1). First and most important, attacks on Romney’s history at Bain are not “attacks on free enterprise” — or being “anti-business.” They are important for what they communicate about Mitt Romney and his values and the contrast that it poses with President Obama.
Barack Obama – like Mitt Romney — earned a degree at Harvard — and all of the opportunities that afforded. But when he graduated from law school, Obama went to work helping workers in the shadow of closed -down steel mills. Romney made millions for himself closing down steel mills.
The point is not just that workers were laid off, or jobs were outsourced — though they were. The point is not whether some of the ventures Romney funded succeeded and others failed. The point is that the impact of Romney’s business activity on the lives of ordinary people was incidental to his one and only goal: making huge sums of money for himself and a small group of his partners and investors.
Romney’s idea of success was embodied in that picture from two decades ago, with Romney at the center, surrounded by a squadron of Wall Street sharpies with money coming out of their pockets, their mouths and ears.
The point of the Bain story is that Romney would do whatever he could legally do to make money for himself and his crew. The effect of his decisions on the lives of ordinary people — or even the businesses in which they invested — was simply irrelevant. If shifting jobs overseas would make him and his friends more money – fine. If Bain could make millions by loading up a business with debt and bleeding it of cash — that was fine too — even if it meant that the business itself was ultimately forced to close. If buying a business and chopping it up into parts for resale would make him more money — so be it.
Improving the lives of ordinary workers — or of local communities — was never his goal. His goal was to make millions and millions of dollars for himself — often at other people’s expense. Instead of viewing ordinary workers as human beings who were parts of a team, he viewed them as “factors of production” — assets to be used when they helped him make money — objects to be discarded when that would fatten his bottom line.
Americans want a President who understands and cares about ordinary people — that’s not the Mitt Romney of Bain Capital.
2). If you were the Republican Party, you couldn’t pick a worse time to nominate a candidate with a resume as one of Wall Street’s “Masters of the Universe.”
Even today, most voters are acutely aware that the recklessness of the big Wall Street Banks — and a complicit Bush Administration — caused the 2008 financial crisis that cost eight million Americans their jobs and worst economic calamity since the Great Depression.
The GOP will have to go some distance to convince everyday voters that they should trust their economic futures to a guy who was part of precisely the same crowd whose greed and recklessness just sent the economy crashing in flames.
After all, not many people would be keen to sign up for a cruise managed by the same team that commanded the Titanic.
3). Over the last year, Americans have become increasingly focused on economic inequality — and on the fact that the gang that caused the economy to collapse kept making billions while everyone else paid the price.
The message of the Occupy Movement doesn’t resonate solely on the left of the political spectrum. Occupy speaks to many independents and conservatives as well.
And let’s remember, the Occupy Movement started out as “Occupy Wall Street.” Americans are increasingly uncomfortable with the exploding role of the financial sector in the American economy. They are not uncomfortable because of theoretical or “policy” concerns. It just doesn’t make sense to them that a relatively tiny number of people — who don’t build a product or create a service — can make massive amounts of money, while ordinary people who work hard and play by the rules see their incomes flat-line.
Their view is simple. They create cars, or food, or houses or computers — or they provide police protection, or care for sick people, or teach our kids. Why should they be asked to sacrifice when guys who basically gamble for a living — as Wall Street speculators — make incomprehensibly large sums of money?
It makes no sense to them that 400 families control as much wealth as 150 million of their fellow Americans — that the top 1% control 30% of all of the wealth in America.
It makes no sense that a hedge fund investor like John Paulson can make $5 billion in income and pay a lower percentage in taxes than a secretary. He makes $2.4 million per hour — or $40,000 a second. Paulson makes as much in the first 1.25 minutes of the work year as the average worker makes all year long.
That kind of excessive wealth might not upset everyday Americans so much if their own incomes were growing. But those incomes have stagnated for decades. And over those same decades, the incomes of the top 1% have increased by almost 300%.
And perhaps most galling to everyday voters, is the fact that the wealthiest Americans have such an outsized influence setting the rules — cutting their own taxes — making their own regulations — and are rarely held accountable for the recklessness that has cost everyone else so dearly.
Americans feel that the middle class is in dire jeopardy — that it is under attack. They worry that the American dream will be snatched from their own families — and those of their children.
Not a great time for the Republicans to nominate a poster boy for the one percent.
4). The impact of Romney’s record at Bain is magnified by his own personality.
Romney comes across as a cold, calculating guy — precisely the kind of guy who doesn’t blink an eye when he orders up hundreds of “pink slips.” He is about as empathetic as a rock.
He has a hard time connecting with people in public — and on TV. And he seems to have a tin ear — a hard time understanding how his remarks will be interpreted by ordinary voters.
He “enjoys” firing people who don’t give him good service. Really?
He doesn’t understand how it might sound for a guy who has a fortune of $200 million to say that he is actually “unemployed” too. Or when — having graduated from Harvard, born into a family of the CEO of a big auto company, he says he has been worried about getting a “pink slip”? Sure.
He doesn’t even have to stop and think when he offers to bet $10,000 on who is right in a televised debate? Ten thousand dollars is two thirds of the average annual Social Security benefit.
That kind of tin ear sends a message to ordinary voters that he is simply out of touch – that he doesn’t understand or empathize with the lives of ordinary Americans.
Then there is the story of the 12-hour trip with the dog in the kennel on top of the car. The story about how when the dog got sick riding on top of the car — had an attack of diarrhea. Romney hosed down the car — hosed down the dog — put the dog back on top of the car and continued the drive.
These personal characteristics just reinforce the picture of Romney as a Wall Street baron who doesn’t understand or care about the needs, or lives, or interests of ordinary Americans.
5). The fact that Newt Gingrich and Rick Perry have joined in defining Romney’s Bain years absolutely inoculates Democrats from charges that they are “anti-free enterprise” or “anti-business” when they make the same charges.
Probably not very likely that Gingrich or Perry would volunteer to attack Romney’s history at Bain next September — but they just did. All Democrats need to do is put a clip of Rick Perry in an ad where he accused Romney of being a “vulture capitalist.”.
6). Finally, in so many respects, Romney’s Bain history makes him the perfect antagonist in the campaign narrative set out by President Obama last month in his Kansas speech.
The President will, quite correctly, frame the upcoming election as a battle for the future of the American middle class — a choice between a society where we’re all in this together or all in this alone.
He will offer a vision of America where we look out for each other — where everyone is called upon to play by the same rules — and everyone gets a fair shot, a fair shake and contributes their fair share.
The Willard Mitt Romney who ran Bain Capital is the perfect foil for the Democratic narrative this fall. That’s why the Bain Capital narrative is so important for defining Romney and setting the terms of this year’s election campaign.
Just visualize the national political debate that features the Mitt Romney we’ve seen on TV the last several weeks and the Barack Obama who made the speech in Osawatomie, Kansas last month.
At the close of his Kansas speech — which took place in the same town where Theodore Roosevelt had announced his “New Nationalism” a century ago. Obama said:
“We are all Americans,” Teddy Roosevelt told them that day. “Our common interests are as broad as the continent.” In the final years of his life, Roosevelt took that same message all across this country, from tiny Osawatomie to the heart of New York City, believing that no matter where he went, no matter who he was talking to, everybody would benefit from a country in which everyone gets a fair chance.
And well into our third century as a nation, we have grown and we’ve changed in many ways since Roosevelt’s time. The world is faster and the playing field is larger and the challenges are more complex. But what hasn’t changed — what can never change — are the values that got us this far. We still have a stake in each other’s success. We still believe that this should be a place where you can make it if you try. And we still believe, in the words of the man who called for a New Nationalism all those years ago, “The fundamental rule of our national life,” he said, “the rule which underlies all others — is that, on the whole, and in the long run, we shall go up or down together.” And I believe America is on the way up.
By: Robert Creamer, The Huffington Post, January 16, 2012
To Mitt Romney, Detractors Suffer From Envy
Mitt Romney thinks he has figured out why people are critiquing his private-sector record: they’re jealous of rich people.
Romney said on Wednesday’s Today show that all the carping about greed and excess in America is “about envy. It’s about class warfare.”
Romney is smarting from attacks over his time as the head of Bain Capital, the Boston private-equity firm he founded. Gov. Rick Perry called Romney a “vulture capitalist” and Newt Gingrich accused him of “looting companies” while at Bain. These broadsides echo the Democrats who have derided Romney as a “corporate buyout specialist” who outsourced and eliminated jobs in order to line his own pockets.
Yet, like the snobby homecoming queen who thinks everyone hates her because they are jealous, Romney can’t see that it’s not his financial success in itself that is the problem. It’s that many people find his self-serving brand of capitalism—which was the hallmark of the recent economic collapse—repulsive.
Don’t blame the green-eyed monster. It’s simply that Americans are increasingly fed up with the behavior of the ultra-wealthy who have enriched themselves with no regard for the pile of middle class bodies they leave in their wake. In fact, a Pew poll released Wednesday discovered that two thirds of the public (66 percent) believes there are “very strong” or “strong” conflicts between the rich and the poor, up 19 points since 2009.
Why would this be? Cue the tape: “Make a profit. That’s the name of the game, right?” a smirking Romney says in King of Bain: When Romney Came to Town, a documentary Gingrich’s super PAC released on the Internet Wednesday.
In other words: don’t hate the player, hate the game.
But it’s not a “game,” Mitt.
Furthermore, making a profit is only one component of owning a business. Whatever happened to the idea that you are responsible for your workers and to the larger community? Too often, people feel like just pawns in a game of ever-increasing largesse for the top dogs. The big shots are always the winners—often getting payouts in the millions when their companies fail—and the “losers” are left to figure out how to eat or buy clothes for their children. (A new study found that $100 million “golden parachutes” have become commonplace for failed CEOs.)
Romney’s “class envy” claim is predicated on a lie we often here from the uber-rich and their defenders: the highest goal and achievement for Americans is to be wealthy, when all most people want is to be able to provide a decent lives for their families.
Pew Research found in 2008 that only 13 percent of adults say it’s “very important” for them to be wealthy. The survey found that, “Four times more people say ‘doing volunteer work or donating to charity’ is a very important priority than say the same about being wealthy.” And about five times more Americans (67 percent) say it’s very important to them to have enough free time. Having children, living a religious life, and getting married also ranked vastly higher than being wealthy.
Yet, Romney has made the “class envy” trope central to his message. In his New Hampshire victory speech Romney whined that President Obama “divides us with the bitter politics of envy.
Romney complained to on Wednesday’s Today show, “Everywhere [President Obama] goes we hear him talking about millionaires and billionaires and executives and Wall Street. It’s a very envy-oriented, attack-oriented approach and I think it will fail.” In maximum Thurston Howell III mode, Romney allowed, “I think it’s fine to talk about those things in quiet rooms.” But the president is talking about it in public!
How uncouth. Doesn’t Obama know that it’s always best to discuss the unwashed masses over martinis at the gentlemen’s club?
The unlikely hero in this tale has been Newt Gingrich, who has been making the most coherent argument for ethical capitalism. Says Gingrich, what we want is “a free enterprise system that is honest … fair to everyone and gives everyone an equal opportunity to pursue happiness.” Criticizing Romney’s brand of free enterprise, Gingrich said, “It’s not fine if the person who is rich manipulates the system, gets away with all the cash and leaves behind the human beings.”
Be still, my heart.
Newt’s new message—and Romney’s continued tin ear to this issue—may pay dividends in the upcoming primary states. Unlike Iowa and New Hampshire, which have some of the lowest unemployment rates in the country, people in South Carolina are suffering mightily with a 9.9 percent unemployment rate. Ditto for the following two primary states, Florida and Nevada, with jobless rates in the double digits.
Romney gaffes, such as “I like to be able to fire people” probably aren’t going to engender a lot of love. Nor will his joking that, “I’m also unemployed … and I’m not working” as he told a group of unemployed Floridians. In Nevada—with the highest foreclosure rate in the country—a clip showing Romney saying, “Don’t try and stop the foreclosure process” is sure to be a dud.
Romney needs to figure out that Americans aren’t player haters. They don’t have “Mitt envy.” They just want jobs.
I’ll bet Romney $10,000 I’m right.
By: Kirsten Powers, The Daily Beast, January 13, 2012
An Untenable Figure: Mitt Romney And 100,000 Jobs
Last week, when we first looked at the former Massachusetts governor’s claim that “we helped create over 100,000 new jobs,” his campaign provided a list that included the growth in jobs from three companies that it said Romney helped to start or grow while at Bain Capital: Staples (a gain of 89,000 jobs), The Sports Authority (15,000 jobs), and Domino’s (7,900 jobs).
As we noted, “This tally obviously does not include job losses from other companies with which Bain Capital was involved — and are based on current employment figures, not the period when Romney worked at Bain.”
Glenn Kessler live chatted with readers on this topic. Read the chat transcript now.
In Saturday’s ABC News-Yahoo debate, Romney expanded on the list: “There’s a steel company called Steel Dynamics in Indiana, thousands of jobs there; Bright Horizons Children’s Centers, about 15,000 jobs there; Sports Authority, about 15,000 jobs there, Staples alone, 90,000 employed. That’s a business that we helped start from the ground up.”
Last week, when we looked at this 100,000 figure, we evaluated it along with Romney’s claims about President Obama’s job creation figures, which overall earned One Pinocchio. Earlier, we had ruled that it was all but impossible to prove or disprove Romney’s claims on job creation. But in light of Romney’s comments during the debate and some additional research, we have come to a new assessment.
The Facts
By all accounts, Romney was a highly successful venture capitalist. While running Bain Capital, he helped pick some real winners, earning his investors substantial returns. High finance is a difficult subject to convey in a sound bite, so Romney evidently has chosen to focus on job creation.
This is a mistake, because it overstates the purposes of Bain’s investments and has now led Romney into a factually challenging cul-de-sac.
Romney never could have raised money from investors if the prospectus seeking $1-million investments from the super wealthy had said it would focus on creating jobs. Instead, it said: “The objective of the fund is to achieve an annual rate of return on invested capital in excess of the returns generated by conventional investments in the public equity market and the private equity market.”
Indeed, the prospectus never mentions “jobs,” “job,” or “employees.”
Second, it has become increasingly hard to understand how Romney’s personal involvement played a role in creating these jobs, especially years later. He clearly is adding up all the jobs now at the companies that are thriving, arguing these numbers far outweigh the job losses at companies that failed. But as the Wall Street Journal reported Monday, the failure rate one can attribute to Bain Capital changes significantly if one counts five years from an investment or eight years from an investment.
Bain, in fact, rejected the Journal’s analysis, saying it “uses a fundamentally flawed methodology that unfairly assigns responsibility to us for many events that occurred in companies when we did not own or control them, and disregards dozens of successful venture capital investments.”
In other words, Bain appears to be rejecting a central premise of Romney’s calculation — that years after the investment ended, one can attribute either good news or bad news about the company to Bain’s involvement.
Romney is generally careful to use phrases such as “helped create.” He also acknowledged Saturday that we “were investors to help get them going.” But even that overstates the case.
Bain may have provided management expertise or money when others would not, but a company such as Staples — one of the biggest contributors to Romney’s job figures — was largely the brainchild of entrepreneur Tom Stemberg. Stemberg presumably should get most of the credit for inventing a killer new business category. (Left unsaid, of course, is all the jobs that might have been lost at small stationery stores unable to compete with the low prices of Staples, Office Depot and so forth.)
Moreover, should Romney even get any credit for jobs at Domino’s, as his campaign claims? The deal in which Bain Capital bought Domino’s closed on Dec. 21, 1998, according to a Domino’s news release that referred to “Milt Romney.” Less than two months later Romney had left Bain to run the Salt Lake Olympics, meaning he had barely any role in running the company once it became part of the Bain investment portfolio.
When Romney made a run for the governorship, the Boston Globe reported in 2002 that he had not been involved in the details of many deals toward the end of his Bain experience: “These days, Romney can say he hasn’t inked a deal in many years. Even during the end of his tenure at Bain, from 1994 to 1999, he played the role of CEO and rainmaker rather than delving into the details of buyouts.”
Interestingly, when Romney ran for the Senate in 1994, his campaign only claimed he had created 10,000 jobs. In one ad, a narrator said: “Mitt Romney has spent his life building more than 20 businesses and helping to create more than 10,000 jobs. So when it comes to creating jobs, he’s not just talk. He’s done it.”
Now, apparently, those 10,000 jobs have increased tenfold, apparently in part because of Bain investments in which Romney had at best a tangential role.
In the 2008 presidential campaign, as far as we can tell, Romney never highlighted any number for jobs created, having learned a lesson from how ruthlessly he was attacked by Sen. Edward Kennedy in that Senate race for jobs lost through Bain investments.
We asked the Romney campaign for a response, but did not get one.
The Pinocchio Test
Romney certainly has a good story to tell about knowing how to manage a business, spotting opportunities and understanding high finance. But if he is to continue to make claims about job creation, the Romney campaign needs to provide a real accounting of how many jobs were gained or lost through Bain Capital investments while the firm managed these companies — and while Romney was chief executive. Any jobs counted after either of those data points simply do not pass the laugh test.
By: Glenn Kessler, The Washington Post, January 10, 2012
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