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**32vfromhell** · 10-13-2020, 11:37 PM

Because private-equity firms appear frequently as villains in the press, many people assume that they cater mostly to the superrich, earning high returns on investments for billionaire clients. They do. But by far the most important piece of their business — 48 percent, according to the data-analytics firm Preqin — is investing capital for American pension funds. Beginning in the 1990s, pension managers and unions could see that when the baby-boom generation retired, there would be shortfalls between what the funds were obligated to pay out and the money they had — the so-called pension gap. An investment strategy that could return 15 to 20 percent a year and close that gap was an irresistible solution. The pension fund for the Boston-area public water utility invests in Cerberus. The California State Teachers’ Retirement System, CalSTRS, is a Cerberus client, as is a pension fund for the Presbyterian Church as well as many university endowments, sovereign wealth funds and philanthropic foundations.

Private-equity buyouts are associated in the public imagination with layoffs, but the research on that topic isn’t conclusive. Private-equity-owned firms don’t necessarily occasion more layoffs than publicly traded ones, but some studies suggest that private-equity firms may be responsible for increased polarization in the job market, that is, for eliminating midlevel roles and thereby contributing to the shrinking of the middle class. A company purchased by private equity can expect to be realigned aggressively, in a five- or 10-year window, to become more “efficient,” which often entails firing, automation and offshoring. For a pension fund, then, and especially the pension fund of a union, investing in private equity can be a devil’s bargain: helping retiring workers by using tools that may harm younger ones.

When Cerberus bought Remington in 2007, the world was hurtling through the greatest rush of private-equity acquisitions in history. From 2002 to the crash in 2008, hundreds of billions of dollars a year were deployed in private-equity deals by firms like Cerberus, KKR and Blackstone. There were never fewer than 1,700 private-equity transactions annually; in 2007 the figure peaked at 7,400. After the crash briefly interrupted its momentum, the industry came back in force. The United States government was responding to the crisis by lowering borrowing costs to kick-start the economy. For private-equity firms, the access to cheap debt was a gift: It allowed them to purchase a long list of targets, then borrow more money using those targets as collateral. During the recovery, private-equity firms made an average of one trillion dollars’ worth of acquisitions every year. In 2017 there were a record 9,500 deals. By 2019, according to the consulting firm McKinsey, the industry controlled $3.4 trillion in assets globally. If private equity were a country, it would be the fifth-largest economy on earth, beating India, Britain and France.

Tommy Battle, the mayor of Huntsville, is a hefty man who speaks in a baritone and wins ribbons at amateur barbecue cook-offs. In his office on the eighth floor of Huntsville’s City Hall, he has a plaque from Mazda and Toyota that looks like a pro-wrestling belt, a blue-tipped shovel with Facebook printed on the head and a long-barreled Remington rifle mounted on a wooden board. Each commemorates the opening of a factory or an office that Battle helped entice to move to Huntsville, mostly using tax incentives.

Battle was re-elected in 2016 with 80 percent of the vote. His popularity springs from his ability to generate jobs — and to generate headlines about generating jobs. Though his endorsement of Roy Moore, who lost his bid for a seat in the United States Senate amid sexual-assault accusations, alienated some Huntsvillians — northern Alabamians consider themselves more socially liberal than their southern neighbors — Battle is mostly beloved by his constituents. When I met him in his office, his business-relations officer leaned over my recorder on the table and said, “If Amazon Web Services is reading right now, tell them we’d love to have a data center.”

In 2013, Battle learned that a site-selection consultant, someone who helps businesses looking to expand or relocate, was sniffing around the South on behalf of an unnamed manufacturer. The consultant, Michael Press, was an old hand in the tax-incentive game. In the 1980s, advising the New York City mayor Ed Koch, he wrote many of the incentives that Amazon recently claimed in its ill-fated bid to build a headquarters in Long Island City. When Press was hired to find a Remington factory, he did what he always did, sending letters to multiple states soliciting bids, inciting competition without disclosing his client. Press had learned that if workers at a company’s existing plants heard a new one was being sought, they would panic about the impending layoffs.

By choosing to place Remington in a Southern state, Press was acknowledging how much the gun business had transformed. Historically, gun makers operated in the North, in New England’s “Gun Valley” or, like Remington, in upstate New York. Smith & Wesson and Colt were established in the 1850s by businessmen in Massachusetts and Connecticut, respectively. During the Civil War, arsenals in Massachusetts furnished huge quantities of firearms to the Union Army. But social mores had changed. The year that Michael Press sent his letters, New York passed the SAFE Act, one of the nation’s most stringent gun-control measures. Battle summarized to me the message the law sent to gunmakers: “If you like guns,” he said, “then you need to go somewhere else.”

There was a secondary benefit. Composed entirely of “right to work” states, the South allowed employees in unionized shops to opt out of paying dues, effectively guaranteeing that any union encountered by Remington would be worse-funded, and therefore less powerful, than a counterpart in the North. At Remington’s factory in Ilion, N.Y., employees had health care and long-term contracts thanks to the United Mine Workers of America. They were difficult to fire, and they stuck together. In some cases, multiple generations of men in the same family had worked on the line. “That union,” a former Remington executive told me disdainfully, “had them by the balls.”

**32vfromhell** · 10-13-2020, 11:37 PM

If Press had every reason to send his client south, though, he lacked any special affection for Huntsville. For one thing, he explained to me, the airport had a shortage of worthwhile direct flights. For another, the technical labor pool was limited compared with those of larger cities. Press fine-tuned his list, disclosed the name of his client, and flew to Huntsville for a series of meetings, still skeptical. Across the table sat Battle, the head of the Chamber of Commerce and the state’s economic-development director. They flipped their cards one by one. The governor’s office would give Remington a significant abatement of their income tax for 10 years. The Tennessee Valley Authority would provide discounted electricity. Alabama Industrial Development Training, a state agency, would train Remington’s workers free, as it had done for 800,000 others at big-name companies in Alabama, like Boeing, Raytheon and Mercedes.

Then Battle flipped the fourth ace: He agreed to purchase and renovate the former Chrysler factory in Huntsville for $12.5 million and give it to Remington rent-free. Press could scarcely believe his good fortune. “It is hard to think of a deal that is better than the Remington deal from the perspective of the company,” he told me. “And I’ve done easily 200.”

‘Seems like they did something stupid. But that can’t be right, because they’re not stupid.’

In exchange for tens of millions in incentives, Remington had only to commit to a few terms, laid out in a fat document called a development agreement. First, it had to hire enough employees every year so that, in 2021, it would have a local work force of 1,868. Second, starting immediately, it had to pay those employees a minimum average hourly wage of $19.50, rising to $20.19 in 2017. All parties signed.

Private-equity firms typically replace existing managers and install handpicked lieutenants. At Remington, George Kollitides was made chief executive in 2012. A Cerberus managing director until that year, Kollitides was a private-equity star and a fixture in New York philanthropy circles. He received his M.B.A. from Columbia in the late 1990s and, like Feinberg, was a firearms enthusiast. (Kollitides declined to comment for this article.)

Kollitides spent much of 2013 and 2014 zigzagging across the country in Remington’s Piaggio turboprop. Handsome and charming, he persuaded a number of sought-after executives to relocate to Huntsville. “George picked me up in the plane in New Hampshire,” said Ginger Chandler, a former Smith & Wesson executive who served as senior vice president of new-product development at Remington from 2014 to 2017. “He brought me to Huntsville, and he showed me the engineering lab,” she said. “That’s how he convinced me. For an engineer in the gun industry, these facilities were superior to everyone else’s, except maybe Sig Sauer’s. George convinced me that they had a dream in Huntsville, and I believed him.”

The dream was lofty and ambitious, and Huntsville was only a piece of it. Cerberus had been trying for years to assemble a dominant American gun company. First, in 2006, it purchased Bushmaster, known for its AR-15-style rifles. Then it paid $118 million in cash for Remington and assumed the company’s debt. Other acquisitions followed, until by 2013, 18 businesses were rolled up together under Cerberus’s roof. One of Kollitides’s jobs was to oversee the necessary layoffs. In Ilion, where Remington has operated for 191 years on the same site — unfinished weapons had to travel from one brick building to the next — 231 people lost their jobs. There were 160 layoffs at Montana Rifleman in Kalispell, Mont. The Advanced Armament Corporation, a manufacturer of suppressors and silencers, closed its plant in Georgia, and 68 people were let go from D.P.M.S. Panther Arms in St. Cloud, Minn.; 65 from Para USA in Pineville, N.C. What remained was to increase profit margins by combining all these scattered production lines into a single megafactory.

As Chandler flew with Kollitides on the plane from New Hampshire, there was every indication that success awaited them below. When Cerberus bought Remington, the company was earning $500 million a year in revenue. In 2014, it earned $939 million. Guns sales are driven by anti-gun rhetoric; a popular joke in the industry is that Barack Obama was the greatest gun salesman of all time. The numbers bear this out. In 2013, the year following his second electoral victory, American gun companies produced 10,844,792 firearms, 222 percent more than they produced in the year after the 9/11 terrorist attacks. In 2015, expecting another Democrat in the White House, many manufacturers thought the party would continue, stoked by a combination of gun-control rhetoric and the right-wing media’s confiscation conspiracies.

There was, however, a hidden, vaguely mysterious quirk of the company’s finances. In 2012, more or less in the middle of the best climate for gun makers in a generation, America’s oldest continually operating manufacturer abruptly, and for no easily discernible reason, borrowed hundreds of millions of dollars. When the company came to Alabama, it owed $828 million to its creditors. While this number, compared with the company’s earnings, represented a comfortable ratio on the balance sheet, it was nonetheless curious. The debt could conceivably have been explained by the cost of opening a new factory were it not for the fact that Remington got its factory free.

Last fall, a former Remington executive, who asked that his name not be used for fear of a backlash, opened the door to his house in Huntsville and beckoned me into his study, where we sat on either side of a fireplace. A four-volume edition of “The Adventures of Huckleberry Finn” bound in dark green leather sat on the mantle, next to Howard Zinn’s “A People’s History of the United States” and a copy of the United States Constitution.

I had met the executive in a bar in Huntsville, where I was looking for a different Remington executive, one who ultimately refused an interview because I couldn’t satisfy his condition of getting a prominent American war journalist to send him a personal email. This one told me he would talk if I showed up at his house the next morning with a Dunkin’ Donuts pumpkin latte, which I now set in front of him on his Oriental rug.

He was hired, the executive explained, as the plant was coming online, and he was tasked with wrangling together some scattered acquisitions. The business was, according to him, “in shambles.” It seemed that the companies Cerberus had moved to Alabama had been “bought and forgot.” He explained that he was “a realist” about business, a game in which not everyone gets “a shiny rose at the end,” but even so he sensed that something had gone deeply wrong. Executives were fired at a fast clip. Line employees came and went. Parts piled up on the factory floor. Most worrying, Cerberus, which was trying to integrate disparate brands — the father-son pastoralism of Remington with the urban-militia aesthetic of AAC, for instance — seemed to him miserly when it came to marketing. “The decisions were all about: Where can I save another dime?” he told me.

Despite all this frenzy, he was certain that Cerberus had somehow made a great deal of money on Remington even before opening the Huntsville factory. According to him, Cerberus had made “hundreds of millions of dollars” almost immediately. “They pulled out all that money up front, took as much cash as they could.”

“How?” I said.

He squinted cryptically. “They get their money.”

I realized he didn’t know. I went back and reread Remington’s public filings. It was obvious when the debt appeared, in 2012. What wasn’t clear was where the money went. I showed the filings to a professor of finance. He said it looked as if Cerberus had wound up in debt to itself. “Seems like they did something stupid,” he said. “But that can’t be right, because they’re not stupid.”

**32vfromhell** · 10-13-2020, 11:37 PM

I asked Gustavo Schwed, a professor of private equity at New York University who spent 24 years in the industry, to help me review the documents. Schwed pored over the many years of financial data and located two separate debt transactions, one of which was so esoteric I would never even have known to look for it. Together, these transactions explained not just the mysterious 2012 loan but, indirectly, the way the deal finally unraveled.

In order to buy Remington, Cerberus, as most private-equity firms would, created a new entity, a holding company. Instead of Cerberus buying a gun company, Cerberus put money into the holding company, and the holding company bought Remington. The entities were related but — and this was crucial — each could borrow money independently. In 2010, Cerberus had the holding company borrow $225 million from an undisclosed group of lenders, most likely hedge funds. Because this loan was risky — the lenders would be paid only if Remington made a lot of money or was sold — the holding company offered a generous interest rate of around 11 percent, much higher than a typical corporate loan. When the interest payments were due, the holding company paid them not in cash but with paid-in-kind notes, that is, with more debt. These are known as PIK notes.

The holding company now had $225 million in borrowed cash. Cerberus, meanwhile, owned most of the shares of the holding company’s stock, basically slips of paper they acquired when they created the holding company. The handoff happened next: The holding company spent most of the $225 million buying back its own stock, effectively transferring all the borrowed cash to Cerberus. Cerberus would keep that money no matter what. Meanwhile Remington continued rolling along as though nothing had happened, because Remington itself was not responsible for the holding company’s debt. Remington was just an “operating company” that the holding company owned, something that allowed the holding company to borrow money, the way you would take a necklace to a pawnshop. These were garden-variety maneuvers in a private-equity buyout. In the trade, this is called “financial engineering.” People get degrees in it.

In April 2012, Cerberus did something fateful, which probably seemed smart at the time. It had Remington borrow hundreds of millions of dollars and use it to buy the holding company’s debt, effectively transferring responsibility for the principal and the interest payments onto Remington. America’s oldest gun company now owed the money that Cerberus had used to pay itself back for having bought the company in the first place. There were plenty of sensible reasons to do this. Gun sales were high, and the debt that Remington took out was cheaper to service than the paid-in-kind debt.

But there was a catch. Because the operating company borrowed the money with a normal loan — and not with PIK notes — interest payments were required in cash. Suddenly Remington was carrying hundreds of millions of dollars in debt that, if it could not be paid, would cause the business to go bankrupt.

By the time the factory opened in Huntsville, the various players stood in vastly different positions. The private-equity firm had made back its initial investment and was playing with house money. Remington owed hundreds of millions that it hadn’t borrowed. And its workers, urgently, had to make a lot of guns.

Huntsville is a de facto segregated city. Pastor T.C. Johnson, of St. Luke Missionary Baptist Church, recounted to me how while he was in the Army in the early 1990s, real estate agents didn’t show him houses in South Huntsville, the white side of town. He was unaware South Huntsville existed until some of his Army subordinates, who were white, bought homes there. Since 1965 Huntsville’s schools have been under a federal desegregation order, which compels school districts to remedy race-based inequality. Johnson’s oldest son attended Mae Jemison High, a predominantly black school that the state classified as failing. White students at nearby schools “were so far ahead of my child it was almost sickening,” he said.

Johnson’s experience was of a piece with the racial hierarchy in Huntsville. Blacks make up 31 percent of the city’s population but make up 16 percent of its police force. Unlike Birmingham and Mobile, there has never been a black mayor in Huntsville. Though blacks, like all Huntsvillians, paid the taxes that supported lucrative incentive packages, they seldom reaped the rewards of the best-paying jobs. This reality was of course not felt by whites, Johnson said. For whites, “that’s just the way it is.”

The Remington factory was housed in a gray building the size of 14 football fields set back behind fencing topped with razor wire. Inside, the building was divided in half, the production line on the left and the administrative and engineering offices on the right, along with a classroom set up by the state agency that provides free worker training for private businesses. Classes for new hires were held three days a week, every week.

About a year after the factory opened, leaders in Huntsville’s black community, including Johnson, began to hear reports from inside. Johnson was disappointed but not surprised to learn from his parishioners that on the Remington line, the usual racial divisions manifested. Most of the line workers were black, whereas most of the managers and engineers were white. Though the company was supposed to be hiring hundreds of people, workers said that the line appeared suspiciously sparse. In addition, though the jobs had been advertised at $19.50 an hour in newspaper columns and Facebook posts — as they should have been, per the development agreement — no one seemed to be earning anything close to $19.50. Johnson, along with the president of the Huntsville N.A.A.C.P. chapter at the time, the Rev. Robert Shanklin, invited a union organizer from the United Mine Workers of America, the same union that organized Remington’s Ilion plant, to use its church facilities and offices as necessary in order to hold clandestine meetings.

The organizer arrived in Huntsville in 2016. He was born in Birmingham and spent most of his career organizing throughout the South. As a result, he tended to be suspicious of Southern bosses — “I have a warped mind when it comes to Alabama,” he told me — and he expected an oppositional management at Remington. But another obstacle surprised him. From week to week, in Johnson’s church or Shanklin’s N.A.A.C.P. office, the organizer rarely saw the same face twice. It seemed to Shanklin that in order to prevent unionization, the factory was exchanging its full-time workers for temps, who came and went rapidly, never sticking around long enough to have a stake. (Remington declined to comment for this article.)

**32vfromhell** · 10-13-2020, 11:38 PM

The presence of the temp workers, who were exempt from the minimum average hourly wage in the development agreement, also served as a cautionary tale, a reminder of how much lower you could sink if you raised trouble. Temps started at $9.20 an hour with no benefits. Full-time workers, for their part, were often unaware that the tax-incentive package might entitle them to higher wages than they were receiving. And when they did realize, they were unsure what to do.

While I was in Huntsville, Remington employees told me that if they spoke to me for this article, they would be fired. One woman, a line worker, told me over the phone: “These people, they have ways of finding out if you talked. I talk to you, no ifs, ands or buts, I’m gone. It makes us feel they have something to hide. But we keep our mouths shut. Clock in, clock out.”

I eventually met a former employee, who asked to be identified by her first initial, D., and agreed to talk about her experience at Remington. D. started working full time on the Remington line in August 2015. She was 43 and divorced and moved to Alabama more than a decade earlier from Michigan, along with her 17-year-old son. In 2014 she was earning $10 an hour as a housekeeper at a hospital, but she left for a job at Remington after seeing a newspaper article in which the company promised a minimum average hourly wage of $19.50.

After taking her two-week course at A.I.D.T., D. started work. She was assigned to a boxing station, which was not on an assembly line but at a static counter where the workers stood side by side. The job was boring. She received the guns — they were long guns, for hunting — placed them in boxes, then weighed the boxes on a digital scale. If the scale displayed a red light, that meant D. had missed a part. When she opened her first paycheck, she saw that she was earning $12.36 an hour — gross. After taxes and benefits, her take-home pay amounted to $353.70 a week.

After two years, according to paystubs that D. shared with me, she was earning $14.16 an hour. She decided to move into a better apartment in North Huntsville, a two-bedroom with a linoleum square cut out of gray carpeting for a welcome mat. Rent was $675. She bought a Dodge Avenger and a Ruger .380 for protection.

Then, in 2016, D. slipped on a metal pole that a maintenance worker had left outside the factory, grabbed the fence with her right hand to break her fall and felt a muscle tear in her wrist. After missing several days for a second surgery, she says she was called into the office of her supervisor, told that she had missed too much work and fired, three years to the day after she started. As the union effort had fizzled, there was no one she could appeal to for help.

We were sitting in her apartment last October when her cellphone rang. “Tracir Financial’s calling,” she said. “’Cause I owe on the car.” She pressed decline. The fingers of her left hand returned to her right wrist and massaged it.

Over the winter, facing several months of back rent and payments on the Dodge, D. ran out of cash. One morning she woke up to find her car had been repossessed. Bankruptcy offered the only way out, and she filed her petition three weeks before Christmas. Just before the New Year, she was hired by the private-security firm Securitas. She was assigned to the Toyota factory. For the first hour of the day, she would stand outside in her jacket and check employees’ IDs as they arrived. Then she patrolled the parking lot in a company car. The job pays $10 an hour.

After the 2016 election, researchers at Cerberus saw an omen in their data. Applications through the National Instant Criminal Background Check System, which are known as “NIC checks,” were dropping by double-digit percentages. A plunge in NIC checks foreshadows a corresponding plunge in gun sales, which is what happened in the months that followed. Remington’s profit slid toward zero. The debt, meanwhile, was racing upward, like a flame licking a fuse.

For Cerberus’s executives, the predicament was like being bitten by a trusted pet. Cerberus has a habit of hiring power brokers from the United States government, many of them prominent Republicans. The former vice president Dan Quayle became chairman of Cerberus Global Investments in 1999; the former Treasury secretary John W. Snow joined Cerberus seven years later. The Republican donor William Richter is a founder. Since May 2018, Feinberg has been a member of Trump’s Intelligence Advisory Board, an independent entity created to advise the president on national-security matters. But if Obama was the best, Trump was proving to be the worst gun salesman of all time. Magnifying his negative impact, gun makers had already ramped up production ahead of Hillary Clinton’s expected victory: In 2017 the market was choked with surplus product, and Trump’s Second Amendment enthusiasm was dousing any hope of a panic buy.

Remington executives arranged a meeting with their creditors. They calmly explained the situation. Remington had been loaded with debt; now it couldn’t pay the interest. After listening politely, the banks made a proposal: They would exchange the money they were owed for an ownership stake in Remington, a so-called Chapter 11 bankruptcy or “debt-for-equity swap.” This arrangement would allow Remington to stay running, albeit under distant ownership, until a plan could be drawn up for its future, such as a sale or a liquidation of assets.

In March, Remington announced that it would lay off about 200 employees between its Ilion and Huntsville factories. Shortly after that, the state of Alabama, in a routine payroll audit, found that Remington had missed its hiring targets: Only 450 people were working at the plant at the beginning of 2018, as opposed to the 680 promised in the development agreement. In response, the county and state revoked a number of their tax incentives and demanded the return of $500,000. Remington, not Cerberus, will be responsible for the sum. By the time the state finished its audit, the private-equity firm had long since exited the scene.

A source told me that Cerberus executives were disappointed in the way the Remington transaction turned out; you never want your companies to end up in bankruptcy. Even so, for the firm, at least, the decade-long saga had been profitable.

**svauto-erotic855** · 10-14-2020, 08:13 AM

There's not really anything new about this sort of business practice. The same thing happened with Bass Pro and Cabela's.

**Trip McNeely** · 10-14-2020, 08:51 AM

Originally posted by 32vfromhell View Post

hiring only temps to build guns and cycle them out

This actually explains a lot as far as the timeline of quality from them.

**AnthonyS** · 10-15-2020, 12:54 AM

Long, but a pretty good read on how corporate takeovers by private equity firms destroys lives and businesses to enrich a few shareholders.

**32vfromhell** · 10-15-2020, 11:13 AM

definitely a long read, but the little financial tricks that they use to not only reach out to acquire companies but then to shield themselves from all the risks are such a fucking shame.

**AnthonyS** · 10-15-2020, 05:17 PM

Originally posted by 32vfromhell View Post

definitely a long read, but the little financial tricks that they use to not only reach out to acquire companies but then to shield themselves from all the risks are such a fucking shame.

Fixing these real loopholes would likely go a long way towards making the economy more equitable for all. I’m sure these private equity companies keep pol pockets full to prevent it though.

**Gasser64** · 10-15-2020, 05:40 PM

Meh, out with the old, in with the new. They've been replaced by newer american gun companies.

**32vfromhell** · 10-15-2020, 07:58 PM

Originally posted by Gasser64 View Post

Meh, out with the old, in with the new. They've been replaced by newer american gun companies.

Their demise wasn't really due to a lack of competitive product, but mismanagement.

Announcement

The meltdown of America's oldest gun maker

The meltdown of America's oldest gun maker

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