Cerberus Capital Management

Cerberus Capital Management, L.P. is one of the largest private equity investment firms in the United States. The firm is based in New York City, and run by 51-year-old financier Steve Feinberg. Former U.S. Vice President Dan Quayle has been a prominent Cerberus spokesperson and runs one of its international units.

The firm's headquarters are located at 299 Park Avenue in New York City.

History

Founded in 1992, Cerberus is named for the mythological three-headed dog that guarded the gates of Hades. Feinberg has stated to his employees that while the Cerberus name seemed like a good idea at the time, he later regretted naming the company after the mythological dog.^[1]

The company has been a very active acquirer of businesses over the past several years and now has sizable investments in automotive, sportswear, paper products, military services, real estate, energy, retail, glassmaking, transportation, and building products. In 2006, its holdings amounted to $24 billion.

On October 19, 2006, John W. Snow, President George W. Bush's second Treasury Secretary, was named chairman of Cerberus.

J. Ezra Merkin is a partner in Cerberus. Merkin invested his funds into Cerberus and its portfolio companies. His Gabriel fund invested $79 million in Chrysler, $66 million in GMAC and $67 million in Cerberus partnerships, according to year-end statements.^[2] The Gabriel Fund was a feeder fund for Bernard L. Madoff Investment Securities LLC.^[3]

The Japanese bank, Aozora, a Cerberus company lost $137 million to Bernard L. Madoff Investment Securities LLC. Aozora was part of the investment group that acquired 51 percent of GMAC from General Motors. ^[4]

On April 12, 2010 Cerberus acquired DynCorp International, a private military contractor.

Chrysler

In 2007, Cerberus and about 100 other investors purchased an 80% stake in Chrysler for $7.4 billion,^[5] promising to bolster the auto maker’s performance by operating as an independent company. In 2008, the plan collapsed due to an unprecedented slowdown in the U.S. auto industry and a lack of capital.^[6] In response to questioning at a hearing before the House committee on December 5, 2008 by Rep. Ginny Brown-Waite, Chrysler President and CEO Robert Nardelli said that Cerberus' fiduciary obligations to its other investors and investments prohibited it from injecting capital.^[6]

On March 30, 2009, it was announced that Cerberus Capital Management would lose its equity stake and ownership in Chrysler as a condition of the Treasury Department’s bailout deal, but Cerberus would maintain a controlling stake in Chrysler’s financing arm, Chrysler Financial. Cerberus would utilize the first $2 billion in proceeds from its Chrysler Financial holding to backstop a $4 billion December 2008 Treasury Department loan given to Chrysler. In exchange for obtaining that loan, it promised many concessions including surrendering equity, foregoing profits, and giving up board seats:

"In order to achieve that goal Cerberus has advised the Treasury that it would contribute its equity in Chrysler automotive to labor and creditors as currency to facilitate the accommodations necessary to affect [sic] the restructuring."^[7]

Chrysler Financial refused to take $750 million in Troubled Asset Relief Program (TARP) government bailout aid because executives didn't want to abide by executive-pay limits, and because the firm doesn't necessarily need the money.^[8] In January 2009, Chrysler Financial was the recipient of $1.5 billion from the Troubled Asset Relief Program. The company said that it used the money to fund 85,000 loans to purchase Chrysler automobiles. Chrysler Financial repaid the TARP loan in July 2009 by raising funds from an asset-backed securitization through the Term Asset-Backed Securities Loan Facility program.^[9]

On April 30, 2009, Chrysler declared bankruptcy protection and announced that GMAC will become the financing source for new wholesale and retail Chrysler cars.^[10]

Chrysler Financial, once the exclusive lending arm of the storied automaker, remained owned by Cerberus until December 2010, when Toronto-Dominion Bank announced that it would acquire Chrysler Financial for $6.3 billion.^[11]

GMAC

Cerberus acquired 51 percent of GMAC, General Motors' finance arm, in 2006 for $7.4 billion.^[4] It appointed Merkin as nonexecutive Chairman.^[12]

As of October 15, 2008, GMAC had $173 billion of debt against $140 billion of income-producing assets (loans and leases), some which are almost worthless, in addition to GMAC Bank’s $17 billion in deposits (a liability). Even if GMAC liquidated the loans and leases, it could not pay back all of its debt.^[13]

On December 10, 2008, GMAC said, "GMAC LLC, the auto and home lender seeking federal aid, hasn’t obtained enough capital to become a bank holding company and may abandon the effort, casting new doubt on the firm’s ability to survive. A $38 billion debt exchange by GMAC and its Residential Capital LLC mortgage unit to reduce the company's outstanding debt and raise capital hasn’t attracted enough participation." This was due in part because Cerberus had raised the credit requirements for car loans so high, virtually eliminating leasing, that they have been responsible for a sizable chunk of lost sales at GM due to customers inability to secure financing, in order to pressure GM into selling or trading their remaining stake in GMAC.^[14] GM stands to write-off over a billion dollars in lost residuals – which they paid up front to GMAC. GMAC's exposure to the gap in residual values is around $3.5 billion.^[15]

In December 2008, Cerberus subsequently informed GMAC’s bondholders that the financial services company may have to file for bankruptcy if a bond-exchange plan is not approved. The company had previously said it may fail in its quest to become a bank holding company because it lacks adequate capital.^[4]

In January 2009, Merkin resigned from his chairmanship as a condition by the U.S. government.^[16] Five days earlier, the Federal Reserve granted GMAC bank holding company status, so it could get access to the bailout money.^[17] On December 29, 2008, the U.S. Treasury gave GMAC $5 billion from its $700 billion Troubled Asset Relief Program (TARP). (On May 21, 2009, the U.S. Treasury department announced it would invest an additional $7.5 billion in GMAC, and on December 30, 2009, the U.S. Treasury department said that they would invest another $3.8 billion in GMAC because the company had been unable to raise additional funds in the private sector. This raised the total government investment in GMAC to $16.3 billion.)

Cerberus's investments in Chrysler and GMAC totaled about 7 percent of its assets under management.^[5]

At the end of May, 2009, Cerberus scaled back their ownership as a condition of the lender becoming a bank-holding company, when the bulk of GM's existing ownership stake in GMAC was placed into a trust, overseen by a trustee appointed by the Treasury, to be gradually dispersed. Cerberus distributed the majority of its stake in GMAC to its investors.^[18] The Federal Deposit Insurance Corporation (FDIC) gave GMAC access to the Temporary Liquidity Guarantee Program that allows companies to borrow money at lower interest rates. The initiative was created in October, 2008 to help banks borrow money by promising to repay investors if the banks defaulted. The U.S. Government also waived a rule that would restrict the amount of loans that GMAC could make to Chrysler's customers and dealers because both firms are owned in part by Cerberus Capital Management.^[19]

Broken deal for United Rentals

In the summer of 2007, Cerberus agreed to buy 100% of United Rentals, the world's largest equipment rental company and traded on the NYSE. After the credit markets began to tighten in August, Cerberus attempted to reduce the deal price. United Rentals refused to reprice the deal, and in November sued in the Delaware Court of Chancery for specific performance (i.e., a court mandate that Cerberus complete the deal). Cerberus took the position that the deal agreements capped its liability for walking away from the deal at $100 million. After a two-day trial, Delaware Chancellor William B. Chandler, III ruled for Cerberus in a closely watched decision, allowing it to pay United Rentals the agreed-upon $100 million "reverse termination fee" and terminate the merger agreement.^[20]

Notable acquisitions

• Pharmaceuticals — In December 2004, the company announced the acquisition of Bayer's plasma products business and renamed it Talecris Biotherapeutics. It purchased Talecris for $83m, and sold the bulk of its shares in October 2009, for a net gain of $1.8bn.^[21]

• Paper products — The company acquired MeadWestvaco's paper business for $2.3B in 2005 and renamed it NewPage. Cerberus also purchased, from Georgia Pacific Corporation, its Distribution Division/Building Products and all of its associated real estate. It renamed this new company BlueLinx Holdings, based in Atlanta.

• Government Services (Military, Energy, and Food & Drug) — owns IAP Worldwide Services, which bought Johnson Controls' World Services division in February 2005. Previously owned Multimax (purchased predecessor company in 2000 and Multimax in 2006; sold entire holding in 2007 to Harris Corporation). The company is also completing acquisition of the private military contractor DynCorp International.^[22]

• Real Estate — Through investment affiliate Cerberus Real Estate, the company has been making direct equity, mezzanine, first mortgage, distressed and special situation investments in all asset types. It also controls Miami Beach-based LNR Property, a large real estate development and investment firm through subsidiary Riley Property. Cerberus also controls Kyo-ya, a Japan based group of entities that owns several Starwood managed assets in California, Hawaii and Florida. In 2010, LNR Property was charged with fraud in a lawsuit regarding the sale and purchase of property known as Newhall Ranch. The Newhall Land and Farming Company was acquired by Lennar Corporation and LNR Property, through a holding company, LandSource Communities Development LLC. Interests in LandSource were sold to CalPERS and others, and the developer later declared bankruptcy. Landsource Creditor Litigation Liquidating Trust has now brought suit in bankruptcy court claiming that the transactions were fraudulent.^[23][24]

• Retail — Cerberus purchased 655 of the 2,500 Albertson's, Inc., grocery stores, forming Albertsons LLC of Boise, Idaho, in June 2006. They also had an ownership stake in the now-bankrupt Mervyn's department stores, which was acquired from Target Corp. In June 2007, Cerberus acquired Torex Retail Plc., a retail solutions provider in troubled waters, for approximately 400 million US dollars.^[25]

• Transportation — Acquired bankrupt ANC Rental, then owner of the National and Alamo car rental chains, for $230 million in October 2003 and purchased DaimlerChrysler's 45% share of debis AerFinance, an aircraft leasing business, in May 2005. Complete acquisition of debis AirFinance (later renamed AerCap) was concluded in July 2005. Also acquired North American Bus Industries, Optima Bus Corporation, and Blue Bird Corp. in the bus manufacturing sector.

• Automotive — Peguform, GDX Automotive, and Chrysler.

• Staffing Services — Radia International, whose operating branches include Technical Aid Corp, Talent Tree Inc, Willstaff Inc, Advantage, Holland Group, Advantage Professional and Technical Aid Corp Europe Ltd.^[26]

• Financial Services — General Motors sold a 51% stake in its GMAC finance unit to an investor group led by Cerberus Capital Management in November 2006. GM expected to receive $14 billion over the next three years from the sale of General Motors Acceptance Corp. In December 2006, Cerberus acquired the Austrian bank BAWAG P.S.K. for a reported EUR3.2 billion. In August 2007, Cerberus announced that it was closing one of their mortgage companies, Aegis Mortgage. It owns half of a 9.9 % share (5%) with the Gabriel Group in Bank Leumi, purchased in 2005,^[27] but as of April 19, 2009, it was decided to sell in order to boost capital.^[28]

• Firearms — Acquired Bushmaster Firearms, Inc., from Windham, Maine native Dick Dyke for an undisclosed sum in April 2006, and purchased Remington Arms in April 2007. Under Cerberus direction, Bushmaster Firearms acquired Cobb Manufacturing, a well-respected manufacturer of large-caliber tactical rifles in August 2007. Cerberus also acquired DPMS Panther Arms December 14, 2007.^[29][30] Remington Arms acquired Marlin Firearms in January 2008.^[31][32] In October 2009, Remington Military products acquired silencer manufacturer Advanced Armament Corporation.^[33] These companies were combined into the Freedom Group.

• Entertainment — Acquired a group of seven television stations, Four Points Media Group, from CBS Corporation in 2007.^[34][35] As of September 8, 2011, these stations are in the process of being sold to the Sinclair Broadcast Group for $200 million.

• Other holdings of the investment group include the Aozora Bank in Japan and cable operator Galaxy Cable.

• In 2007, Cerberus took over Corvest a promotional products company based out of Largo, FL with arms based in Simi Vally, Ca & Thorfare, NJ. With this purchase, Cerberus placed over 200 people out of work by closing the New Jersey Toppers & another 100 or so people were put out of work with the closing of the Simi Valley Company.

• In 2007, Cerberus sold a holding in Formica, Inc.

• In 2010, Cerberus was the lead investor that gained an ownership stake in Panavision as part of a debt restructuring agreement with shareholder MacAndrews & Forbes, the holding company of billionaire Ronald Perelman.^[36]

• In March 2010, Cerberus agreed to buy New England's largest community-based health-care system Caritas Christi Health Care for $830 million. Caritas Christi will be acquired through newly formed Cerberus affiliate Steward Healthcare System LLC.^[37]

See also

• Top 100 US Federal Contractors

Notes and references

Notes

References

External links

• Cerberus Capital Management home page