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Debating Simmons

by David Carey  |  Published October 30, 2009 at 11:54 AM

Whenever the economy heads south and the balance sheets of many private equity-backed businesses buckle under the weight of leveraged-buyout debt, critics of the buyout industry have a field day. With good cause. Leverage, the financial elixir that adds zing to buyout profits in normal economies, often turns to poison during a slump, fueling losses and layoffs and forcing some otherwise healthy PE-owned businesses into Chapter 11. The recession of 2007-'09 has produced scores of companies brought low by a surfeit of buyout debt, including such well-known names as the Tribune Media Group, Linens 'n Things Inc. and Mrs. Fields' Original Cookies Inc.

Which brings us to The New York Times' choice of a poster child for this sad phenomenon. In a 3,900-word, front-page story on Oct. 5, it spotlighted the fate of Simmons Bedding Co., the mattress maker Thomas H. Lee Partners LP bought in a 2003 LBO for $1.1 billion and that recently said it will file for bankruptcy. Simmons' checkered history makes it ideal for a nuanced treatment of private equity's vices and virtues. Instead, the Times skips over an entire dimension of Simmons' past, failing to show that the company for the most part flourished under private equity ownership. The paper spins a tale that, though not entirely off-base in its conclusions, is simplistic and distorted.

Simmons sets up as a ripe target for a jaundiced look at the buyout game. Since 1986, when Wesray Capital bought it for $120 million, Simmons has been owned by five buyout firms in succession, each of which paid a steeper price for it than the last, each of which squeezed out a nice gain. Any rational non-Wall Streeter might naturally regard the serial trafficking as financial engineering run amok, or as the Times tabs it, "the Wall Street version of 'Flip this House.' " What good could possibly come from ever-shifting ownership?

In the Times' account, the parade of buyouts produced harm. An iconic American company that counted H.G. Wells and Eleanor Roosevelt as satisfied customers saw its progress stifled under its private equity masters, the story argues. With one notable exception, the no-flip mattress in 2000, product innovation stalled. Worse, each successive LBO imposed a hefty new amount of debt onto the balance sheet, until the tower of leverage pancaked in 2009.

In addition to a sickly economy, what ultimately toppled Simmons, the Times reports, were two dividend recapitalizations THL Partners staged, in 2004 and 2007, totaling $375 million, which pushed Simmons' debt to $900 million. The dividends THL Partners raked off enabled it to walk away with a $48 million profit on its $327 million equity investment. Bondholders weren't so lucky.

The major omission in the Times' story -- a huge one -- is Simmons' revenue and cash-flow history. While the story has a giant bar graph showing step-ups in Simmons' debt with each successive buyout across two decades, it largely ignores Simmons' impressive underlying financial performance.

Indeed, the escalating prices buyout firms paid for Simmons weren't the product of speculative fever, nor were the many flips entirely analogous to flipping a house. Rather, what drove the surging valuations and debt levels was Simmons' soaring revenue and Ebitda. From 1991, when Merrill Lynch Capital Partners bought the company, to 2007, sales nearly quadrupled, far outpacing the 50% rise in inflation. Ebitda rocketed more than sixfold, going from $24.2 million to $157 million. Simmons added more than 1,100 jobs.

Nor did Simmons thrive despite being starved of capital by rapacious owners -- a popular stereotype of the buyout set. From the first LBO, Simmons' owners have channeled cash into factories and R&D and marketing, funding new products, some successful, some flops. Under THL Partners, Simmons pumped roughly $81 million into operations. About $16 million of that went into information technology systems and even more into building four state-of-the-art plants to replace six older facilities.

The THL Partners regime brought the successful Beautyrest Black line to market. Inarguably, most of the company's private equity backers succeeded in bolstering Simmons' underlying economic value.

Even now, with Simmons bankruptcy-bound, its operations are in no worse shape than that of its closest, still-solvent rivals, all of which the recession has bloodied. It had a great fall but isn't ruined. What's more, contrary to the impression the Times created, it wasn't the extra debt Simmons took on to finance the dividends that did it in, at least not directly. Simmons continues to produce enough cash to pay the interest on those bonds and the rest of its existing, now-defaulted, debt. What tipped it over was a technical, noncash default on a bank-loan covenant.

Simmons will emerge from Chapter 11 with a balance sheet purged of $550 million, or 55%, of its debt; a new set of private equity owners, Ares Management LLC and Teachers' Private Capital; and a new lease on life. The banks that forced the reorganization won't lose a penny on $465 million in loans. Only bondholders who put up the dividend recap debt will suffer.

It would be wrong to label them victims, for they knew, or ought to have known, the risk they ran when they bought the notes. Nor is Simmons itself actually a victim.

The story's true victims -- and here the Times is spot-on -- are the 1,000 workers, equal to one-quarter of the company's workforce, who lost their jobs when Simmons retrenched in 2008. Even though the ailing economy induced every bedding maker to downsize last year, two that slashed jobs most aggressively were Simmons and Sealy Corp., both freighted with LBO debt. Lightly leveraged Tempur-Pedic International Inc., by contrast, pink-slipped 14% of its workers.

The Simmons saga underscores the devastation that a leveraged balance sheet and dwindling revenue can inflict on rank and file. But to cast THL Partners as a villain would be as wrong as the Times' contention that two decades of quick flips sealed Simmons' fate.

Over time, Simmons and its employees have reaped more benefit than harm from its string of PE owners. Once the economy comes back, if history is any guide, Simmons will once again be back in the black, hiring back hourly workers and on a course to deliver a handsome gain to its newest private equity backers.

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