Dana Cimilluca and Dana Mattioli WSJ:Cerberus Capital Management LP is close to an agreement to bid for BlackBerry. The firm is said to be joining with two of the company’s co-founders: Mike Lazaridis and Doug Fregin. Are you cheering for Lazaridis and Fregin?
Cerberus, or Kerberos, in Greek and Roman mythology, is a multi-headed dog, or “hellhound” which guards the gates of the Underworld, to prevent those who have crossed the river Styx from ever escaping. Cerberus is featured in …
WHO IS BEHIND CEREBRUS CAPITAL MANAGEMENT?
Cerberus Capital Management, L.P. is an American private equity firm. The firm is based in New York City, and run by financier Steve Feinberg, who co-founded Cerberus in 1992 with William L. Richter, who currently serves as a senior managing director. The firm has affiliate and/or advisory offices in the United States, Europe and Asia.
Cerberus has more than US$20 billion under management in funds and accounts. The company is a U.S. Securities and Exchange Commission Registered Investment Advisor. Investors include government and private sector pension and retirement funds, charitable foundations, university endowments, insurance companies, family savings and sovereign wealth funds.
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. At this point, however, the firm’s name has significant brand equity.
Dan Quayle, former Vice President of the United States 1989–1993, who served with former President George H. W. Bush (Senior), joined Cerberus in 1999 and is chairman of the company’s Global Investments Division.
Areas of focus
The company has been a very active acquirer of businesses over the past several years and now has sizable investments in Financial Services, Healthcare, Consumer & Retail, Government Services, Manufacturing & Distribution, Technology & Telecommunications, Building Products, Energy & Natural Resources, Apparel, Paper, Packaging & Printing, Transportation, Commercial Services, Industrial & Automotive, Real Estate, and Travel & Leisure.
The firm is active in private equity investment, lending, specialty finance, real estate investment, and securities trading. In May 2011, Steve Feinberg noted that the firm also believes that residential mortgage-backed securities may present “a real opportunity for continued investment for quite a period of time” and that there are opportunities in buying assets from European banks. The firm’s current investment portfolio includes more than 40 companies around the world with an average hold time of more than five years.
Cerberus maintains the Cerberus Operations & Advisory Company LLC (COAC) of senior operating executives to support the firm’s due diligence and assist its portfolio companies.
Cerberus Operations and Advisory Company LLC (COAC)
Cerberus utilizes an operations team of over 100 professionals, approximately half of which are currently employed by portfolio companies, to help source, analyze and monitor portfolio investments. Activities performed by members of COAC in the area of control private equity investments, include due diligence, acquisition planning, board membership, special project staffing and, where appropriate, occupying interim or full-time open positions.
Transactions and initiatives
September 16th, 2013, Cerberus closed Accurate Metal Solutions (AMS). Over 400 employees at 2 locations, Anaheim, CA and Oxnard, CA, will be out of work at the end of a 60 day period as required by the WARN Act.
In January 2013, it announced a deal to acquire 877 stores in the Albertson’s, Acme, Jewel-Osco, Shaw’s, and Star Market chains from SuperValu for $100 million and assumption of $3.2 billion of SuperValu debt.
On December 18, 2012, the company began divesting its assets in Freedom Group.As of September 24, 2013, they had not sold any of the Freedom Group.
On May 31, 2012, Cerberus Capital Management completed the sale of textile company Guilford Mills to Lear Corporation.
On March 8, 2012, an affiliate of Cerberus closed its acquisition of a controlling interest in AT&T Advertising Solutions and AT&T Interactive, which were combined into a new entity YP Holdings LLC. AT&T received approximately $750 million in cash, a $200 million note and a 47-percent equity interest in YP Holdings LLC. David Krantz, former CEO and president of AT&T Interactive, was named CEO of YP.
On January 18, 2012, RG Steel, LLC announced that affiliates of Cerberus committed new capital to the company.
On December 22, 2011, Covis Pharma, a specialty pharmaceutical company owned by affiliates of Cerberus, announced that it had agreed to acquire full commercial rights for Fortaz(ceftazidime), Zinacef (cefuroxime), Lanoxin (digoxin), Parnate (tranylcypromine sulfate), and Zantac Injection (ranitidine hydrochloride) in the United States and Puerto Rico fromGlaxoSmithKline.
On October 27, 2011 Cerberus and Chatham Lodging Trust closed their purchase of Innkeepers USA Trust for $1.02 billion. Innkeepers operates hotels, including the Marriott, Hyatt, Hilton, and other brands.
On October 19, 2011 J.P. Morgan Worldwide Securities Services announced that it was selected by Cerberus Capital Management, to provide fund administration and related securities services for Cerberus investment funds.
On October 4, 2011, Cerberus and Garanti Securities announced the formation of a joint initiative to pursue investments in Turkey with an initial commitment of $400 million.
On May 16, 2011, an affiliate of Cerberus agreed to acquire the U.S.-based global billing and payments unit of 3i Infotech Ltd. for $137 million.
On May 16, 2011, Cerberus completed the acquisition of Silverleaf Resorts, for $2.50 in cash per share.
On March 31, 2011, Cerberus acquired a real estate portfolio consisting of 45 Metro Cash & Carry properties in Germany from the three major shareholders of Metro AG.
On March 17, 2011, Cerberus acquired the senior bank debt and completed a debt restructuring of Maxim Office Park, a one million square foot office and logistics complex located between Glasgow and Edinburgh, Scotland.
On November 19, 2010, Cerberus and Drago Capital acquired a real estate portfolio of 97 bank branches from Spain’s fourth largest financial group, Caja Madrid, in a 25-year lease back transaction.
In June 2010, Cerberus agreed to sell Talecris to Spain’s Grifols S.A. The transaction closed on June 1, 2011 at a value of 4.2 billion.
On April 12, 2010 Cerberus acquired the private government services contractor DynCorp International for approximately $1 billion and the assumption of $500 million of debt.
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 was rebranded Steward Health Care in November 2010.
In March 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.
On March 10, 2010, Cerberus entered into a financing deal with GeoEye in which the firm would provide the satellite imagery company funds of up to $215 million.
Additional notable transactions — by sector
- 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.
- 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) — In addition to owning DynCorp International, Cerberus 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).
- 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. Cerberus also has a minority stake in 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 and Hawaii.
- 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-bankruptMervyn’s department stores, which was acquired from Target Corp. In May 2012, Cerberus sold its holdings in Torex Retail Holdings, Ltd., a Dunstable, England-based provider of information technology systems for the retail, fuel and convenience stores and pub markets in the United Kingdom and Continental Europe that was acquired in June 2007, to MICROS Systems, Inc. In January 2013, it announced a deal to acquire 877 stores in the Albertson’s, Acme, Shaw’s and Star Market chains from SuperValu for $100 million and acquisition of $3.2 billion on SuperValu debt.
- Transportation — Acquired bankrupt ANC Rental, then owner of the National and Alamo car rental chains, for $230 million in October 2003 and subsequently sold to Enterprise Rent-a-Car in 2007. Purchased DaimlerChrysler‘s 45% share of debis AirFinance, an aircraft leasing business, in May 2005. Acquisition of debis AirFinance (later renamed AerCap) was completed in July 2005. AerCap completed its IPO in 2006. Cerberus also acquired North American Bus Industries, Optima Bus Corporation, and Blue Bird Corp. in the bus manufacturing sector. (Cerberus sold its commercial bus manufacturing assets to New Flyer Industries in 2013 but retained the Blue Bird school bus production line.)
- Automotive — Peguform (acquired by Cerberus in 2004 and sold it to Polytec four years later), GDX Automotive (owned by Cerberus until 2011), and Chrysler.
- In 2007, Cerberus and about 100 other investors purchased an 80% stake in Chrysler for $7.4 billion seeking 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.
- 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. “In order to achieve that goal Cerberus has advised the U.S. Treasury that it would contribute its equity in Chrysler automotive to labor and creditors as currency to facilitate the accommodations necessary to affect the restructuring.”
- On April 30, 2009, Chrysler declared bankruptcy protection and announced that GMAC would become the financing source for new wholesale and retail Chrysler cars.
- On March 30, 2009, it was announced that Cerberus Capital Management would voluntarily give up its equity stake in the Chrysler as a condition of the U.S. Treasury Department’s bailout deal, but would retain its stake in Chrysler’s financing arm, Chrysler Financial. Cerberus agreed to provide $2 billion to backstop a $4 billion December 2008 U.S. 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. U.S. Treasury and the Obama administration recognized the “sacrifices by key stakeholders” in an effort to give Chrysler the “opportunity to thrive as a long-term viable 21st century company.”
- Chrysler Financial, once the exclusive lending arm of the automaker, remained owned by Cerberus until April 2011.
- Chrysler Financial initially 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. 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 all of the TARP loan in July 2009 by raising funds from an asset-backed securitization through the Term Asset-Backed Securities Loan Facility program.
- In December 2010, Cerberus agreed to sell certain assets of Chrysler Financial to TD Bank Group for $6.3 billion in cash, retaining approximately $1 billion in Chrysler Financial assets.This transaction, which closed in April 2011, allowed Cerberus to recover virtually all of its investment in Chrysler.
- Staffing Services — Advantage Hire Thinking (formerly known as Radia International).
- Financial Services — Cerberus acquired 51 percent of GMAC, General Motors‘ finance arm, in 2006 for $7.4 billion. It appointed Ezra Merkin as nonexecutive Chairman.
- 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.” GMAC’s exposure to the gap in residual values was around $3.5 billion.
- 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. In January 2009, Merkin resigned from his chairmanship as a condition by the U.S. government. Five days earlier, the Federal Reserve granted GMAC bank holding company status, so it could get access to the bailout money. 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. At the end of May 2009, Cerberus scaled back their ownership of GMAC 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. 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.
- 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 owned half of a 9.9 % share (5%) with the Gabriel Group in Bank Leumi, purchased in 2005, but as of April 19, 2009, it was decided to sell in order to boost capital. Cerberus also has a controlling interest in Japanese bank Aozora.
- 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 manufacturer of large-caliber tactical rifles in August 2007. Cerberus also acquired DPMS Panther Arms December 14, 2007. Remington Arms acquired Marlin Firearms in January 2008. In October 2009, Remington Military products acquired silencer manufacturer Advanced Armament Corporation. These companies were combined into the Freedom Group. Cerberus made plans to sell its share in the Freedom Group on December 18, 2012, after the Bushmaster AR-15was used in the Sandy Hook Elementary School shooting. This decision was made due to a threat by a California state pension board, which owns a stake in the company, to dispose of stakes it holds in any firearms manufacturer that makes weapons banned by California state law.
- Entertainment — Acquired a group of seven television stations, Four Points Media Group, from CBS Corporation in 2007. On September 8, 2011, Cerberus announced the sale of these same seven stations to the Sinclair Broadcast Group for $200 million; this sale was completed on January 1, 2012. Spyglass Entertainment, an American film and production company, is also owned by Cerberus.
- In 2007, Cerberus bought Corvest a promotional products company based out of Largo, FL with arms based in Simi Valley, CA & Thorofare, NJ.
Broken Deal for United Rentals
In the summer of 2007, Cerberus agreed to buy United Rentals, the world’s largest equipment rental company that was traded on the NYSE. After the credit markets began to tighten in August, Cerberus decided not to move forward with the acquisition and agreed to pay United Rentals the $100 million “reverse termination fee” the parties had previously negotiated and included in their deal agreement. United Rentals sued in the Delaware Court of Chancery for specific performance (i.e., a court mandate that Cerberus complete the deal). Cerberus cited the clear language contained in the deal agreement that capped its liability for not completing the transaction at $100 million. After a two-day trial, Delaware Chancellor William B. Chandler, III ruled in favor of Cerberus, writing in his ruling that “URI knew or should have known what Cerberus’ understanding of the merger agreement was.” In a statement, Cerberus said it was “gratified” by the court’s ruling and was “pleased that the court chose to decide the case on the merits and confirm that Cerberus acted in accordance with its rights and obligations.”