The Anatomy of Public Corruption

Bain Capital / Guitar Center / Stolen Ibanez


Bain Capital

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Bain Capital, LP
Privatelimited partnership
IndustryAlternative investment
Founded1984; 34 years ago
Headquarters200 Clarendon Street
BostonMassachusettsU.S.
Number of locations
Boston, ChicagoDublinHong KongLondonLuxembourgMelbourneMumbaiMunichNew YorkPalo AltoSan FranciscoShanghai, and Tokyo
Key people
Joshua Bekenstein
John P. Connaughton
Jonathan Lavine
Steven Pagliuca
ProductsVenture capitalinvestment managementpublic equityprivate equity and credit products
AUMIncrease US$ 75 billion (2014)
Number of employees
900+ (2014)[citation needed]
Websitewww.baincapital.com

In late 2011, Bain Capital moved its headquarters to the John Hancock Tower (now 200 Clarendon Street) in Boston, Massachusetts. Bain occupies 210,000 sq. ft. from the 36th to 43rd floors.[1]
Bain Capital is a global alternative investment firm based in Boston, Massachusetts. It specializes in private equityventure capital and credit products. Bain Capital invests across a range of industry sectors and geographic regions. As of June 2014, the firm managed more than $75 billion of investor capital across its various investment platforms.
The firm was founded in 1984 by partners from the consulting firm Bain & Company.[2] Since inception it has invested in or acquired hundreds of companies including AMC TheatresArtisan EntertainmentAspen Education GroupBrookstoneBurger KingBurlington Coat FactoryCanada GooseDIC EntertainmentDomino's PizzaDoubleClickDunkin' DonutsD&M HoldingsGuitar CenterHospital Corporation of America (HCA)iHeartMediaKB ToysSealySports AuthorityStaplesToys "R" UsWarner Music GroupFingerhutThe Weather Channel, and Apple Leisure Group, which includes AMResorts and Apple Vacations.[3]
As of 2014, Bain Capital employs more than 900 people.[citation needed] Bain Capital is headquartered at the 200 Clarendon Street in Boston, Massachusetts with additional offices in New York CityChicagoPalo AltoSan FranciscoDublinLondonLuxembourgMunichHong KongShanghaiMumbaiTokyo and Melbourne.[4]
The company, and its actions during its first 15 years, became the subject of political and media scrutiny as a result of co-founder Mitt Romney's later political career, especially his 2012 presidential campaign.[5][6]

History[edit]

1984 founding and early history[edit]

Bain Capital was founded in 1984 by Bain & Company partners Mitt Romney, T. Coleman Andrews III, and Eric Kriss, after Bill Bain had offered Romney the chance to head a new venture that would invest in companies and apply Bain's consulting techniques to improve operations.[7] In addition to the three founding partners, the early team included Fraser BullockRobert F. WhiteJoshua Bekenstein, Adam Kirsch, and Geoffrey S. Rehnert.[8] Romney initially had the titles of president[9] and managing general partner[10][11] or managing partner.[12] He later became referred to as managing director[13] or CEO[14] as well. He was also the sole shareholder of the firm.[15] At the beginning, the firm had fewer than ten employees.[16]
In the face of skepticism from potential investors, Romney and his partners spent a year raising the $37 million in funds needed to start the new operation.[16][17][18][19] Bain partners put in $12 million of their own money and sourced the rest from wealthy individuals.[20] Early investors included Boston real estate mogul Mortimer Zuckerman and Robert Kraft, the owner of the New England Patriots football team.[18] They also included members of elite Salvadoran families who fled the country's civil war.[21] They and other wealthy Latin Americans invested $9 million primarily through offshore companies registered in Panama.[20]
While Bain Capital was founded by Bain executives, the firm was not an affiliate or a division of Bain & Company but rather a completely separate company. Initially, the two firms shared the same offices—in an office tower at Copley Place in Boston[22]—and a similar approach to improving business operations. However, the two firms had put in place certain protections to avoid sharing information between the two companies and the Bain & Company executives had the ability to veto investments that posed potential conflicts of interest.[23] Bain Capital also provided an investment opportunity for partners of Bain & Company. The firm initially gave a cut of its profits to Bain & Company, but Romney later persuaded Bill Bain to give that up.[24]

Bain Capital was an initial investor in Staples, Inc.
The Bain Capital team was initially reluctant to invest its capital. By 1985, things were going poorly enough that Romney considered closing the operation, returning investors' money to them, and having the partners go back to their old positions.[25] The partners saw weak spots in so many potential deals that by 1986, very few had been done.[26] At first, Bain Capital focused on venture capital opportunities.[26] One of Bain's earliest and most notable venture investments was in Staples, Inc., the office supply retailer. In 1986, Bain provided $4.5 million to two supermarket executives, Leo Kahn and Thomas G. Stemberg, to open an office supply supermarket in Brighton, Massachusetts.[27] The fast-growing retail chain went public in 1989;[28] by 1996, the company had grown to over 1,100 stores,[29] and as of fiscal year end January 2012, Staples reached over $20 billion in sales, nearly $1.0B in net income, 87,000 employees, and 2,295 stores.[30] Bain Capital eventually reaped a nearly sevenfold return on its investment, and Romney sat on the Staples board of directors for over a decade.[16][19][26] Another very successful investment occurred in 1986 when $1 million was invested in medical equipment maker Calumet Coach, which eventually returned $34 million.[31] A few years later, Bain Capital made an investment in the technology research outfit the Gartner Group, which ended up returning a 16-fold gain.[31]
Bain invested the $37 million of capital in its first fund in twenty companies and by 1989 was generating an annualized return in excess of 50 percent. By the end of the decade, Bain's second fund, raised in 1987 had deployed $106 million into 13 investments.[32] As the firm began organizing around funds, each such fund was run by a specific general partnership—that included all Bain Capital executives as well as others—which in turn was controlled by Bain Capital Inc., the management company that Romney had full ownership control of.[33] As CEO, Romney had a final say in every deal made.[34]

1990s[edit]

Beginning in 1989, the firm, which began as a venture capital source investing in start-up companies, adjusted its strategy to focus on leveraged buyouts and growth capital investments in more mature companies.[35] Their model was to buy existing firms with money mostly borrowed against their assets, partner with existing management to apply Bain methodology to their operations (rather than the hostile takeovers practiced in other leverage buyout scenarios), and sell them off in a few years.[18][26] Existing CEOs were offered large equity stakes in the process, owing to Bain Capital's belief in the emerging agency theory that CEOs should be bound to maximizing shareholder value rather than other goals.[19] By the end of 1990, Bain had raised $175 million of capital and financed 35 companies with combined revenues of $3.5 billion.[36]
In July 1992, Bain acquired Ampad (originally American Pad & Paper) from Mead Corporation, which had acquired the company in 1986. Mead, which had been experiencing difficulties integrating Ampad's products into its existing product lines, generated a cash gain of $56 million on the sale.[37] Under Bain's ownership, the company enjoyed a significant growth in sales from $106.7 million in 1992 to $583.9 million in 1996, when the company was listed on the New York Stock Exchange. Under Bain's ownership, the company also made a number of acquisitions, including writing products company SCM in July 1994, brand names from the American Trading and Production Corporation in August 1995, WR Acquisition and the Williamhouse-Regency Division of Delaware, Inc. in October 1995, Niagara Envelope Company, Inc. in 1996, and Shade/Allied, Inc. in February 1997.[38] Ampad's revenue began to decline in 1997 and the company laid off employees and closed production facilities to maintain profitability. Employment declined from 4,105 in 1996 to 3,800 in 2000.[39] The company ceased trading on the New York stock exchange on December 22, 2000[40] and filed for bankruptcy in 2001. At the time of the bankruptcy, Bain Capital held a 34.9% equity ownership interest in the company.[41] The assets were acquired in 2003 by Crescent Investments. Bain's eight years' of involvement in Ampad is estimated to have generated over $100 million in profits ($60 million in dividends, $45–50 million from the proceeds from stock issued after the company went public, and $1.5-2 million in annual management fees).[42]
In 1994, Bain acquired Totes, a producer of umbrellas and overshoes.[43] Three years later, Totes, under Bain’s ownership, acquired Isotoner, a producer of leather gloves.[44]
Bain, together with Thomas H. Lee Partners, acquired Experian, the consumer credit reporting business of TRW Inc., in 1996 for more than $1 billion. Formerly known as TRW's Information Systems and Services unit, Experian is one of the leading providers of credit reports on consumers and businesses in the US.[45] The company was sold to Great Universal Stores for $1.7 billion just months after being acquired.[46] Other notable Bain investments of the late 1990s included Sealy Corporation, the manufacturer of mattresses;[47] Alliance Laundry Systems;[48] Domino's Pizza[49] and Artisan Entertainment.[50]
Much of the firm's profits was earned from a relatively small number of deals, with Bain Capital's overall success and failure rate being about even. One study of 68 deals that Bain Capital made up through the 1990s found that the firm lost money or broke even on 33 of them.[51] Another study that looked at the eight-year period following 77 deals during the same time found that in 17 cases the company went bankrupt or out of business, and in 6 cases Bain Capital lost all its investment. But 10 deals were very successful and represented 70 percent of the total profits.[52]
Romney had two diversions from Bain Capital during the first half of the decade. From January 1991 to December 1992,[26][53] Romney served as the CEO of Bain & Company where he led the successful turnaround of the consulting firm (he remained managing general partner of Bain Capital during this time).[10][11] In November 1993, he took a leave of absence for his unsuccessful 1994 run for the U.S. Senate seat from Massachusetts; he returned the day after the election in November 1994.[26][54][55] During that time, Ampad workers went on strike, and asked Romney to intervene; Bain Capital lawyers asked him not to get involved, although he did meet with the workers to tell them he had no position of active authority in the matter.[56][57]
In 1994, Bain invested in Steel Dynamics, based in Fort Wayne, Indiana, a prosperous steel company that has grown to the fifth largest in the U.S.A, employs about 6,100 people, and produces carbon steel products with 2010 revenues of $6.3 billion on steel shipments of 5.3 million tons.[58] In 1993, Bain acquired the Armco Worldwide Grinding System steel plant in Kansas City, Missouri and merged it with its steel plant in Georgetown, South Carolina to form GST Steel. The Kansas City plant had a strike in 1997 and Bain closed the plant in 2001 laying off 750 workers when it went into bankruptcy. The South Carolina plant closed in 2003 but subsequently reopened under a different owner. At the time of its bankruptcy it reported $553.9 million in debts against $395.2 in assets. Bain reported $58.4 million in profits, the employee pension fund had a liability of $44 million.[59][60][61][62]
Bain's investment in Dade Behring represented a significant investment in the medical diagnostics industry. In 1994, Bain, together with Goldman Sachs Capital Partners completed a carveout acquisition of Dade International,[63] the medical diagnostics division of Baxter International in a $440 million acquisition. Dade's private equity owners merged the company with DuPont's in vitro diagnostics business in May 1996 and subsequently with the Behring Diagnostics division of Hoechst AG in 1997.[64] Aventis, the successor of Hoechst, acquired 52% of the combined company.[65] In 1999, the company reported $1.3 billion of revenue and completed a $1.25 billion leveraged recapitalization that resulted in a payout to shareholders.[64] The dividend, taken together with other previous shareholder dividends resulted in an eightfold return on investment to Bain Capital and Goldman Sachs.[31][52]Revenues declined from 1999 through 2002 and despite attempts to cut costs through layoffs the company entered into bankruptcy in 2002. Following its restructuring, Dade Behring emerged from Bankruptcy in 2003 and continued to operate independently until 2007 when the business was acquired by Siemens Medical Solutions. Bain and Goldman lost their remaining stock in the company as part of the bankruptcy.[66]
By the end of the decade, Bain Capital was on its way to being one of the top private equity firms in the nation,[24] having increased its number of partners from 5 to 18, having 115 employees overall, and having $4 billion under its management.[16][18] The firm's average annual return on investments was 113 percent.[17][67] It had made between 100 and 150 deals where it acquired and then sold a company.[31][51][52]

1999–2002: Romney departure and political legacy[edit]

Romney took a paid leave of absence from Bain Capital in February 1999 when he became the head of the Salt Lake Organizing Committee for the 2002 Winter Olympics.[68][69] The decision caused turmoil at Bain Capital, with a power struggle ensuing.[70] Some partners left and founded the Audax Group and Golden Gate Capital.[34] Other partners threatened to leave, and there was a prospect of eight-figure lawsuits being filed.[70] Romney was worried that the firm might be destroyed, but the crisis ebbed.[70]
Romney was not involved in day-to-day operations of the firm after starting the Olympics position.[71][72] Those were handled by a management committee, consisting of five of the fourteen remaining active partners with the firm.[34] However, according to some interviews and press releases during 1999, Romney said he was keeping a part-time function at Bain.[34][73]
During his leave of absence, Romney continued to be listed in filings to the U.S. Securities and Exchange Commission[74] as "sole shareholder, sole director, Chief Executive Officer and President".[75][76] The SEC filings reflected the legal reality[77] and the ownership interest in the Bain Capital management company.[33][78] In practice, former Bain partners have stated that Romney's attention was mostly occupied by his Olympics position.[77][79] He did stay in regular contact with his partners, and traveled to meet with them several times, signing corporate and legal documents and paying attention to his own interests within the firm and to his departure negotiations.[78] Bain Capital Fund VI in 1998 was the last one Romney was involved in; investors were worried that with Romney gone, the firm would have trouble raising money for Bain Capital Fund VII in 2000, but in practice the $2.5 billion was raised without much trouble.[34] His former partners have said that Romney had no role in assessing other new investments after February 1999,[34] nor was he involved in directing the company’s investment funds.[33] Discussions over the final terms of Romney's departure dragged on during this time, with Romney negotiating for the best deal he could get and his continuing position as CEO and sole shareholder giving him the leverage to do so.[34][77]
Although he had left open the possibility of returning to Bain after the Olympics, Romney made his crossover to politics in 1999.[68] His separation from the firm was finalized in early 2002.[34][80] Romney negotiated a ten-year retirement agreement with Bain Capital[34] that allowed him to receive a passive profit share and interest as a retired partner in some Bain Capital entities, including buyout and Bain Capital investment funds, in exchange for his ownership in the management company.[81][82] Because the private equity business continued to thrive, this deal would bring him millions of dollars in annual income.[82] Romney was the first and last CEO of Bain Capital; since his departure became final, it has continued to be run by management committee.[34]
Bain Capital itself, and especially its actions and investments during its first 15 years, came under press scrutiny as the result of Romney's 2008 and 2012 presidential campaigns.[31][83][84] Romney's leave of absence and the level of activity he had within the firm during the 1999-2002 period also garnered attention.[85][86][87][88][89][90]

Early 2000s[edit]


In 2002, Bain acquired Burger Kingtogether with TPG Capital and Goldman Sachs Capital Partners.
In 2000, DIC Entertainment chairman and CEO Andy Heyward partnered with Bain Capital Inc in a management buyout of DIC from The Walt Disney Co. Heyward continued as chairman and CEO of the animation studio, which has more than 2,500 half-hours of programming in its library. He purchased Bain Capital's interest in 2004 and took the company public the following year.
Bain Capital began the new decade by closing on its seventh fund, Bain Capital Fund VII, with over $3.1 billion of investor commitments. The firm's most notable investments in 2000 included the $700 million acquisition of Datek, the online stock brokerage firm,[91] as well as the $305 million acquisition of KB Toys from Consolidated Stores.[92] Datek was ultimately merged with Ameritrade in 2002. KB Toys, which had been financially troubled since the 1990s as a result of increased pressure from national discount chains such as Walmart and Target, filed for Chapter 11 bankruptcy protection in January 2004. Bain had been able to recover value on its investment through a dividend recapitalization in 2003.[93] In early 2001, Bain agreed to purchase a 30 percent stake, worth $600 million, in Huntsman Corporation, a leading chemical company owned by Jon Huntsman, Sr., but the deal was never completed.[94][95]
With a significant amount of committed capital in its new fund available for investment, Bain was one of a handful of private equity investors capable of completing large transactions in the adverse conditions of the early 2000s recession. In July 2002, Bain together with TPG Capital and Goldman Sachs Capital Partners, announced the high-profile $2.3 billion leveraged buyout of Burger King from Diageo.[96] However, in November the original transaction collapsed, when Burger King failed to meet certain performance targets. In December 2002, Bain and its co-investors agreed on a reduced $1.5 billion purchase price for the investment.[97] The Bain consortium had support from Burger King's franchisees, who controlled approximately 92% of Burger King restaurants at the time of the transaction. Under its new owners, Burger King underwent a major brand overhaul including the use of The Burger King character in advertising. In February 2006, Burger King announced plans for an initial public offering.[98]
In late 2002, Bain remained active acquiring Houghton Mifflin for $1.28 billion, together with Thomas H. Lee Partners and Blackstone Group. Houghton Mifflin and Burger King represented two of the first large club deals, completed since the collapse of the Dot-com bubble.[99]
In November 2003, Bain completed an investment in Warner Music Group. In 2004 Bain acquired the Dollarama chain of dollar stores, based in MontrealQuebecCanada and operating stores in the provinces of Eastern Canada for $1.05 billion CAD. In March 2004, Bain acquired Brenntag Group from Deutsche Bahn AG (Exited in 2006; sold to BC Partnersfor $4B). In August 2003, Bain acquired a 50% interest in Bombardier Inc.'s recreational products division, along with the Bombardier family and the Caisse de dépôt et placement du Québec, and created Bombardier Recreational Products or BRP.

Bain and the 2000s buy-out boom[edit]


Bain led a consortium in the buyout of Toys "R" Us in 2004
In 2004 a consortium comprising KKR, Bain Capital and real estate development company Vornado Realty Trust announced the $6.6 billion acquisition of Toys "R" Us, the toy retailer. A month earlier, Cerberus Capital Management, made a $5.5 billion offer for both the toy and baby supplies businesses.[100] The Toys 'R' Us buyout was one of the largest in several years.[101] Following this transaction, by the end of 2004 and in 2005, major buyouts were once again becoming common and market observers were stunned by the leverage levels and financing terms obtained by financial sponsors in their buyouts.[102]
The following year, in 2005, Bain was one of seven private equity firms involved in the buyout of SunGard in a transaction valued at $11.3 billion. Bain's partners in the acquisition were Silver Lake PartnersTPG CapitalGoldman Sachs Capital PartnersKohlberg Kravis RobertsProvidence Equity Partners, and Blackstone Group. This represented the largest leveraged buyout completed since the takeover of RJR Nabisco at the end of the 1980s leveraged buyout boom. Also, at the time of its announcement, SunGard would be the largest buyout of a technology company in history, a distinction it would cede to the buyout of Freescale Semiconductor. The SunGard transaction is also notable in the number of firms involved in the transaction, the largest club deal completed to that point. The involvement of seven firms in the consortium was criticized by investors in private equity who considered cross-holdings among firms to be generally unattractive.[103][104]

Bain led the buyout of Dunkin' Brands for $2.4 billion in 2005
Bain led a consortium, together with The Carlyle Group and Thomas H. Lee Partners to acquire Dunkin' Brands. The private equity firms paid $2.425 billion in cash for the parent company of Dunkin' Donuts and Baskin-Robbins in December 2005.[105]
In 2006, Bain Capital and Kohlberg Kravis Roberts, together with Merrill Lynch and the Frist family (which had founded the company) completed a $31.6 billion acquisition of Hospital Corporation of America, 17 years after it was taken private for the first time in a management buyout. At the time of its announcement, the HCA buyout would be the first of several to set new records for the largest buyout, eclipsing the 1989 buyout of RJR Nabisco. It would later be surpassed by the buyouts of Equity Office Properties and TXU.[106] In August 2006, Bain was part of the consortium, together with Kohlberg Kravis RobertsSilver Lake Partners and AlpInvest Partners, that acquired a controlling 80.1% share of semiconductors unit of Philips for €6.4 billion. The new company, based in the Netherlands, was renamed NXP Semiconductors.[107][108]
During the buyout boom, Bain was active in the acquisition of various retail businesses.[109] In January 2006, Bain announced the acquisition of Burlington Coat Factory, a discount retailer operating 367 department stores in 42 states, in a $2 billion buyout transaction.[110] Six months later, in October 2006, Bain and The Blackstone Group acquired Michaels Stores, the largest arts and crafts retailer in North America in a $6.0 billion leveraged buyout. Bain and Blackstone narrowly beat out Kohlberg Kravis Roberts and TPG Capital in an auction for the company.[111] In June 2007, Bain agreed to acquire HD Supply, the wholesale construction supply business of Home Depot for $10.3 billion.[112] Bain, along with partners Carlyle Group and Clayton, Dubilier & Rice, would later negotiate a lower price ($8.5 billion) when the initial stages of the subprime mortgage crisis caused lenders to seek to renegotiate the terms of the acquisition financing.[113] Just days after the announcement of the HD Supply deal, on June 27, Bain announced the acquisition of Guitar Center, the leading musical equipment retailer in the U.S. Bain paid $1.9 billion, plus $200 million in assumed debt, representing a 26% premium to the stock's closing price prior to the announcement.[114] Bain also acquired Edcon Limited, which operates Edgars Department Stores in South Africa and Zimbabwe for 25 billion-rand ($3.5 billion) in February 2007.[115]
Other investments during the buyout boom included: Bavaria Yachtbau, acquired for €1.3 billion in July 2007[116] as well as Sensata Technologies, acquired from Texas Instruments in 2006 for approximately $3 billion.[117]

Since 2008[edit]

In the wake of the closure of the credit markets in 2007 and 2008, Bain managed to close only a small number of sizable transactions. In July 2008, Bain, together with NBC Universaland Blackstone Group agreed to purchase The Weather Channel from Landmark Communications.[118][119]
Subsequent investments include, but are not limited to:

Businesses and affiliates[edit]

Bain Capital's family of funds includes private equityventure capitalpublic equity, and leveraged debt assets.

Bain Private Equity[edit]

Bain Capital Private Equity has raised ten funds and invested in more than 250 companies. The private equity activity includes leveraged buyouts and growth capital in a wide variety of industries.[139] Bain began investing in Europe in 1989 through its London-based affiliate Bain Capital Europe.[140] Bain also operates international affiliates Bain Capital Asia and Bain Capital India.
Bain Capital Private Equity is made up of more than 250 investment professionals, including 38 managing directors operating from offices in Boston, Hong Kong, London, Mumbai, Munich, New York, Shanghai, and Tokyo, as of the beginning of 2011.
Historically, Bain has primarily relied on private equity funds, pools of committed capital from pension fundsinsurance companiesendowmentsfund of fundshigh-net-worth individualssovereign wealth funds and other institutional investors. Bain's own investment professionals are the largest single investor in each of its funds. From 1993, when Bain raised its first institutional fund through the beginning of 2012, Bain had completed fundraising for 11 funds with total investor commitments of over $38 billion, including its global private equity funds and separate funds focusing specifically on investments in Europe and Asia. Since 1998, each of Bain's global funds has invested alongside a coinvestment fund that invests only in certain larger transactions. The following is a summary of Bain's private equity funds raised from its inception through the beginning of 2012:[141]
FundVintage
Year
Committed
Capital ($m)
Bain Capital Fund IV1993$300
Bain Capital Fund V1995$500
Bain Capital Fund VI1998$1,400[142]
Bain Capital Fund VII2000$3,117[142]
Bain Capital Fund VIII2004$4,250[142]
Bain Capital Fund VIII-E (Europe)2004$1,015
Bain Capital Fund IX2006$10,000[142]
Bain Capital Europe III2008€3,500
Bain Capital Asia2008$1,000
Bain Capital Fund X2008$11,800[142]
Bain Capital Asia II2011$2,000

Bain Capital Ventures[edit]

Bain Capital Ventures is the venture capital arm of Bain Capital, focused on seed through late-stage growth equity, investing in business services, consumer, healthcare, internet & mobile, and software companies. Bain Capital Ventures has raised approximately $1.53 billion of investor capital since 2001 across four investment funds.
The following is a summary of Bain's private equity funds raised from its inception through the beginning of 2012:[141]
FundVintage
Year
Committed
Capital ($m)
Bain Capital Venture Fund2001$250
Bain Capital Venture Partners 20052005$250
Bain Capital Venture Partners 20072007$500
Bain Capital Venture Partners 20092009$525
Bain Capital Venture Partners 20122012$600[143]
Since 2001, Bain Capital Ventures' most notable investments include DoubleClickLinkedIn,[144] Shopping.comTaleo CorporationMinuteClinic and SurveyMonkey.[145]

Bain Capital Public Equity[edit]

Previously known as Brookside Capital,[146] Bain Capital Public Equity is the public equity affiliate of Bain Capital. Established in October 1996, Bain Capital Public Equity's primary objective is to invest in securities of publicly traded companies that offer opportunities to realize substantial long-term capital appreciation. Bain Capital Public Equity employs a long/short equity strategy to reduce market risk in the portfolio[147]

Bain Capital Credit[edit]

Formerly known as Sankaty Advisors,[146] Bain Capital Credit is the fixed income affiliate of Bain Capital, a manager of high yield debt securities. With approximately $30 billion of assets under management, Bain Capital Credit invests in a wide variety of securities, including leveraged loanshigh-yield bondsdistressed securitiesmezzanine debtconvertible bondsstructured products and equity investments. Bain Capital Credit has approximately 140 employees, including 80 investment professionals across offices in the United States, Europe, Asia and Australia.[148]

Appraisals and critiques[edit]

Bain Capital's approach of applying consulting expertise to the companies it invested in became widely copied within the private equity industry.[16][149] University of Chicago Booth School of Business economist Steven Kaplan said in 2011 that the firm "came up with a model that was very successful and very innovative and that now everybody uses."[19]
In his 2009 book The Buyout of America: How Private Equity Is Destroying Jobs and Killing the American Economy, Josh Kosman described Bain Capital as "notorious for its failure to plow profits back into its businesses," being the first large private-equity firm to derive a large fraction of its revenues from corporate dividends and other distributions. The revenue potential of this strategy, which may "starve" a company of capital,[150] was increased by a 1970s court ruling that allowed companies to consider the entire fair-market value of the company, instead of only their "hard assets", in determining how much money was available to pay dividends.[151] In at least some instances, companies acquired by Bain borrowed money in order to increase their dividend payments, ultimately leading to the collapse of what had been financially stable businesses.[55]
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The Scott Shepherd Story and the Contra Costa Orphan Factory

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Lion Capital Slavery Statement

Will This Man Survive Another Incident or the Winter of 2018?
Banned from TrinityCenterwc.org
beaten, attacked, arrested, torched,
jailed, evicted, defrauded, poisoned.
 bacterial infections, heart attack, asthma attacks
 &
hospitalized plus ticketed to homelessness

Regency Centers Corp NYSE: REG (trespassing - Dec 2017)

SLAVERY AND HUMAN TRAFFICKING STATEMENT

SLAVERY AND HUMAN TRAFFICKING STATEMENT PURSUANT TO SECTION 54, PART 6 OF THE MODERN SLAVERY ACT 2015 (THE “ACT”)

This statement relates to the financial year ended 31 December 2016 and sets out the steps that Lion Capital LLP (“Lion Capital”, the “Firm” or “we”) has taken and intends to take to ensure that slavery and human trafficking is not taking place in its business or supply chains.

OUR STRUCTURE, BUSINESS AND SUPPLY CHAINS

The Firm is a global consumer-focused investor, with offices in London and Los Angeles. The Firm provides investment management services to various investment funds established in the United Kingdom (the “Funds”), which focus on making investments in Europe and North America.
As a private equity investor, our immediate supply chain is relatively short, consisting mainly of professional services firms.
The Funds that we manage invest in a number of portfolio companies. Though these portfolio companies do not form part of the Firm’s supply chain, we are committed to taking steps to confirm that each portfolio company’s management team understands any responsibilities it has under the Act and the need for it to put in place its own effective controls and training to protect against modern slavery being present in its own business and supply chains.
To this end, we have written to the management of those portfolio companies that we consider may be subject to the Act, to ensure that they understand their obligations under the Act. In addition, we have representation on each portfolio company board and, although not a standing agenda item, ensuring compliance with the Act and limiting the risk of modern slavery and human trafficking taking place in their business and supply chains remains a key consideration of the companies’ boards.

POLICY STATEMENT

In pursuit of best-in-class approach, Lion Capital is a signatory of the six UN supported Principles for Responsible Investment. The Firm is a responsible investment fund manager that strives to maintain the highest standards of integrity and professionalism in the conduct of its business. Lion Capital expects all of its portfolio companies and employees to comply with ESG-related legislation at a local, national and international level, including but not limited to applicable environmental, health and safety, anti-bribery and corruption and human rights legislation.
Lion Capital portfolio companies are actively involved in a collaboration project (“Not for Sale”) which raises awareness about human trafficking and, as an active board member of “Not for Sale”, in 2016 Lion Capital has promoted the prevention of human trafficking at various investor meetings and conferences.

OUR APPROACH TO DUE DILIGENCE

As part of the Firm’s standard investment due diligence process, Lion employs external advisers to conduct site visits, management interviews and public searches to diagnose any potential environmental/social liabilities, and ensure portfolio company compliance with Lion’s philosophy in these areas. At the point that a Fund acquires a portfolio
company, we ensure that such portfolio company’s management team is aware of their potential obligations under the Act.
We do not consider that the relationships within our immediate supply chain give rise to material risks in this area. However, we will be requiring key suppliers to confirm that their activities accord with the requirements of the Act.
We also have a dedicated Compliance Officer, who oversees the above process.

TRAINING

The Firm has provided details of this policy to all relevant staff. We ensure that all employees, on joining the Firm and periodically thereafter, review and familiarise themselves with the Firm’s policies to ensure that they can identify situations where there is a risk of modern slavery or human trafficking.

FURTHER STEPS

Additional steps that we intend to take in order to ensure that modern slavery and human trafficking is not taking place in our business or supply chains are:
  • to develop and enhance existing policies (if any) or create new policies relating to slavery and human trafficking, in order to provide a framework for identifying and monitoring activities within our business and supply chains that may be in breach of such policies;
  • to review our due diligence processes to ensure that they comply with our policies on slavery and human trafficking; and
  • to review current training provided in respect of our policies and their implementation and ensure the applicable level of training is delivered to employees so that they are more effective in identifying the existence or risk of slavery and human trafficking as part of the investment due diligence process.
This statement is made in accordance with section 54(1) of the Modern Slavery Act 2015 and constitutes Lion Capital LLP’s slavery and human trafficking statement for the financial year ended 31 December 2016. It has been endorsed by the Operating Committee on behalf of the Firm.
Robert Darwent
Designated Member
30 June 2017
JH Beaten By Police
Kevin Flanagan Outsourcing
Suicide at B of A
Murdered / Stabbed 27 Times
Son Framed
Mormon 
PG&E Ethics Program
PG&E Ethics Attorney
Ken Salazar
BOD for Target






Kenneth L. Salazar
Partner, WilmerHale
Kenneth L. Salazar is a Partner at WilmerHale, a full service business law firm, a position he has held since June 2013. Mr. Salazar served as the U.S. Secretary of the Interior from 2009 to 2013. Mr. Salazar previously served as U.S. Senator from Colorado and as Attorney General of Colorado. Mr. Salazar also serves on the Mayo Clinic Board of Trustees and is a member of its Audit & Compliance Committee and Information Management and Technology Oversight Committee. Mr. Salazar and his family are farmers and ranchers in Colorado.


BOD for Regency Centers 


Ernie Scherer III convicted of murdering parents in 2007.   Played Poker at WPT at same Casinos
Vadim Trincher arrested in Trump Tower 
Froze to Death Banned By
Trinity Center 
Relatives of
Pete Bennett
Walnut Creek
Formerly and Descendants

David Leslie Milne 417 Park Ave New York, NY



INVESTOR CODE OF CONDUCT

Lion Capital LLP (“Lion Capital” or the “Firm”) is a responsible investment fund manager that strives to maintain the highest standards of integrity and professionalism in the conduct of its business. The Firm encourages the furtherance of strong ethical and professional principles across all of its business activities, from its interactions with business owners and executives to its engagement of third-party advisors and its introduction to and ongoing partnership with institutions and individuals that commit capital to Lion Capital Sponsored Funds (“Investors”).
Lion Capital acknowledges its obligations to its Investors and, in addition to applicable laws, rules and regulations that govern investment firms, Lion Capital has implemented this Code of Conduct (“Code of Conduct”) to set forth certain guiding principles governing its interactions with its Investors and other related matters.
This Code of Conduct sets forth the expected standard of ethical and legal behaviour applicable to all Lion Capital Executives, emphasises the necessity of adherence to the highest standards of compliance and regulation and imposes requirements relating to transparency and accountability. All Lion Capital Executives are signatories to this Code of Conduct, which supplements the Firm’s Compliance Manual. Breach of this Code of Conduct is a serious matter for any such person and may lead to disciplinary action and, ultimately, termination of their employment with or membership of the Firm, as applicable.
Given the variety and complexity of the arrangements relating to Lion Capital, its business, investments, Investors and other stakeholders, this Code of Conduct necessarily only serves as a guide to the principles to be applied in any particular scenario. In case of any doubt, personnel should seek advice from the Firm’s Compliance Officer (Richard Lewis) or Lyndon Lea to ensure their actions comply with both the letter and spirit of this Code of Conduct.
Capitalised terms used herein and not otherwise defined, have the meanings given in Section 7.

SECTION 1: CONFLICTS OF INTEREST

Lion Capital holds itself to the highest standard of conduct with respect to its interactions with Investors. In furtherance of this goal, Lion Capital prohibits activities which may contribute to or do not adequately address any conflict of interest between itself and its Investors.
Specifically, Lion Capital will not engage in:
- “revolving door” employment practices with respect to former employees of its Investors, to include employing or compensating in any way any executive, employee or fiduciary of an Investor for two years after termination of such person’s relationship with the Investor;
- the pursuit of any direct or indirect financial, commercial or business relationship with any Investor official, executive, employee or fiduciary, an employee or fiduciary of an investment adviser or consultant to an Investor, or any Relatives of such persons;
- the extension of improper gifts to Investor officials, executives, employees or fiduciaries in breach of section 4 of this Code;
- the misuse of confidential information supplied by Investors, but will use every effort to protect all sensitive or confidential Investor information and will use such information only for performing the services for which Lion Capital has been engaged.
Lion Capital is mindful of conflicts that may arise between itself and its Sponsored Funds and complies with both the governing agreements of these Funds in this regard and the regulatory rules and principles applicable to the Firm and its personnel.
All Executives are obliged to disclose to the Compliance Officer any material transaction or relationship that could give rise to a conflict of interest and may not enter into any such transaction unless and until it has been approved by the Firm.
Personal dealing and conflicts of interests are also specifically addressed by the Firm’s Compliance Manual.

SECTION 2: USE OF THIRD PARTIES TO SECURE INVESTOR COMMITMENTS

Lion Capital has used and is likely to continue to retain third parties in an advisory and/or fund-raising capacity to assist it in raising funds (“Placement Agents”). When engaging a Placement Agent, Lion Capital will enter into a written contract that specifies the scope of services to be performed and the fee arrangement. In addition, Lion Capital will only engage Placement Agents who adhere to (i) the Invest Europe 2017 Guidance for Placement Agents, as the same may be amended from time to time and (ii) this Code of Conduct insofar as it pertains to Placement Agents.
A. General Placement Agent Standards
Lion Capital will only retain a Placement Agent that:
- is registered and/or authorised with, and regulated by, as applicable, appropriate regulatory bodies in each jurisdiction in which it undertakes regulated activities;
- possesses the licenses or certifications required by legal, governmental, regulatory or self-regulatory organisations to which the Placement Agent or its representatives are subject;
- is in the habitual, systematised business of soliciting capital commitments from prospective Investors; and
- operates in an environment with established compliance and oversight processes.
Furthermore, Lion Capital will only engage a Placement Agent that:
- maintains high standards of probity, integrity and professionalism in the conduct of its business;
- performs reasonable due diligence in respect of potential Investors commensurate with the scope of its engagement;
- does not make or offer to make any payments or provide other consideration or benefit directly or indirectly with a view to inducing a prospective Investor to enter into contractual negotiations with Sponsored Funds; and
- employs appropriately qualified staff, authorised and supervised commensurate with the capacity in which they are employed and the jurisdictions in which they operate.
B. Restrictions on Placement Agents with Respect to Public Pension Funds
Lion Capital will not directly or indirectly hire, engage, utilise, retain or compensate any person or entity, including but not limited to any Placement Agent, lobbyist, Solicitor, intermediary or consultant, to directly or indirectly communicate for any purpose with any official, executive, employee or fiduciary of a Public Pension Fund in connection with any transaction or investment between Lion Capital and the Public Pension Fund where to do so would violate, or would cause Lion Capital or any of its Executives to violate, any laws, rules, regulations, policy statements or codes of conduct applicable to any such Public Pension Fund. Where appropriate this restriction shall include but shall not be limited to:
- introducing, finding, referring, facilitating, arranging, expediting, fostering or establishing a relationship with, or obtaining access to a Public Pension Fund.
- soliciting an investment from a Public Pension Fund; or
- influencing or attempting to influence the outcome of any investment or other financial decision by a Public Pension Fund.
For further clarity, the foregoing restrictions do not apply to:
- any Executive of Lion Capital who is acting within the scope of his or her normal professional duties on behalf of Lion Capital;
- any person or entity whose sole basis of compensation from Lion Capital is the actual provision of legal, accounting or other professional advice, services or assistance that is unrelated to any solicitation, introduction, finding, or referral of clients to Lion Capital or the brokering, fostering, establishing or maintaining of a relationship between Lion Capital and a Public Pension Fund; or
- lobbying of a government or legislature on issues unrelated to investment or other financial decisions by Public Pension Funds or their Advisors.

SECTION 3: RESTRICTIONS ON CAMPAIGN CONTRIBUTIONS AND SOLICITATIONS

Lion Capital’s policies on campaign contributions and solicitations are designed to (i) protect the integrity of Lion Capital’s fundraising activities pertaining to its Sponsored Funds by avoiding conflicts or the appearance thereof with politically connected Investors, (ii) prevent any Lion Capital Executive from attributing their personal political activities to Lion Capital and (iii) ensure that Lion Capital complies with applicable restrictions and limits on political contributions and gifts made by employees to any officeholders, candidates for office, and political action committees throughout the world.
In connection with the foregoing principles, Lion Capital does not make (nor encourage any Lion Capital Executive to make) Contributions to Officials and Public Pension Fund Officials. Any Lion Capital Executive wishing to make such a contribution privately must have this pre-cleared with the Compliance Officer.
Lion Capital Executives engaged in personal political activity (e.g., election campaign work, solicitation of contributions), that are not prohibited by this Code of Conduct, must not attribute such activity to Lion Capital. Lion Capital’s name, facilities, property and resources (including e-mails) may not be used in connection with political activities.
Contributions to any political organisation must be disclosed to, and approved by, the Compliance Officer.
New Executives of Lion Capital will be required to disclose to the Compliance Officer all Contributions to any political organisation made by such Executive within two years prior to joining Lion Capital or such longer period of time as may be determined by the Compliance Officer.

SECTION 4: GIFTS AND BUSINESS ENTERTAINMENT

It is the general policy of Lion Capital to not provide any of its Investors or prospective Investors with Gifts. Notwithstanding the foregoing, it is understood that Lion Capital may hold periodic meetings of (i) some or all of its Investors or (ii) members of its Funds’ Investor Advisory Boards (or equivalent bodies) and attendees at such meetings may receive meals, accommodation, refreshments, participation in customary business-related activities (e.g., a round of golf) and Portfolio Company or Lion Capital branded items (such items limited to a value of $100 in each case).
In addition to the foregoing, Lion Capital may provide Business Entertainment to certain Investors (such as individual Investors) who are not subject to the same conflicts of interest considerations as other Investors. Any such entertainment above a de minimis value must be approved by the Compliance Officer. While any Business Entertainment provided to such Investors must be in accordance with the spirit of this Code, it is recognised that such Investors are not subject to the same constraints as individuals who themselves are subject to fiduciary obligations. Nonetheless, no Gift which is (or may be construed as) not customary business practice, or the purpose of which is to gain an unfair business advantage, shall be given or received by the Firm or any Executive.

SECTION 5: DISCLOSURES TO INVESTORS OR PROSPECTIVE INVESTORS

Upon request by any Lion Capital Investor, Lion will disclose all relevant information related to its engagement of Placement Agents and the qualifications of its Executives engaged in the solicitation of Investor commitments. Lion Capital will also provide a prospective Investor with the same information during such prospective Investor’s due diligence process, subject to such prospective Investor agreeing to customary confidentiality and non-disclosure agreements.

SECTION 6: EDUCATION AND TRAINING

All Lion Capital Executives must sign this Code of Conduct as an affirmation of their commitment to the standards and principles detailed within. Lion Capital will train all new relevant Executives on the requirements set out in the Code within a reasonable time of their joining of the Firm. On an annual basis, the Compliance Officer shall review the requirements set out within this Code with all of the Firm’s Executives and require a certification from each Executive attesting to their completion of the review.

SECTION 7: SELECTED DEFINITIONS

“Business Entertainment” means meals, sporting, theatre, concert and other events requiring tickets, travel, accommodation, conferences and other forms of ordinary course entertainment.
“Compliance Officer” means the designated Compliance Officer of Lion Capital or any other member who performs the functions of a compliance officer.
“Contribution” means any gift, subscription, loan, advance, or deposit of money or anything of value made for:
(i) The purpose of influencing any election for office;
(ii) Payment of debt incurred in connection with any such election; or
(iii) Transition or inaugural expenses of the successful candidate for any such election.“Covered Person” means any person or entity that does business with or potentially could conduct business with or on behalf of Lion Capital and includes without limitation Lion Capital’s investors, portfolio companies, vendors, service providers, law firms, investment banks, broker dealers, accounting firms and consultants.
“Executive” means any partner, member, employee or other officer of the Firm.
“Gift” means any object, services, or other item of value (including tickets to an event unless the donor and recipient both attend the event) given or received by an Executive to or from a Covered Person.
“Government Entity” means a country or a state, or political subdivision of such country or state, including:
(i) Any agency, authority, or instrumentality of the country or state or a political subdivision of such;
(ii) Plan or pools of assets controlled by the country or state or a political subdivision of such or any agency, authority or instrumentality thereof; and
(iii) Officers, agents, or employees of the country or state or political subdivision of such or any agency, authority or instrumentality thereof, acting in their official capacity.
“Lobbying” shall mean, for the purposes of this Code of Conduct, any attempt to directly or indirectly influence a determination by a (1) Public Pension Fund Official, (2) Official, (3) any fiduciary of a Public Pension Fund, (4) Public Pension Fund Advisor, or (5) any other person or entity working in cooperation with any of the above, related to a procurement of investment management or advisory services by a Public Pension Fund, including without limitation a determination by a Public Pension Fund to place an investment with the Firm
“Official” means any person (including any election committee for the person) who was, at the time of a Contribution, an incumbent, candidate or successful candidate:
(i) For an elective office of a Government Entity, if the office is directly or indirectly responsible for, or can directly influence the outcome of, the Public Pension Fund’s investment with or engagement of the Firm; or
(ii) For any elective office of a Government Entity, if the office has authority to appoint any person who is directly or indirectly responsible for, or can directly influence the outcome of, the Public Pension Fund’s investment with or engagement of the Firm. Communication with an Official includes communications with the employees and advisors of such Official.
“Placement Agent” means any third party intermediary that is directly or indirectly hired, engaged, utilised, retained or compensated (regardless of whether upon a fixed, contingent or any other basis) or otherwise given any other tangible or intangible item or benefit having monetary value by the Firm for facilitating the placement of an investment in a Sponsored Fund. A Placement Agent does not include a bona fide Executive or any person whose sole basis of compensation from the Firm is the actual provision of legal, accounting or other professional advice, services or assistance unrelated to soliciting, introducing, finding, or referring clients to the Firm or attempting to influence in any way an existing or potential investment in or business relationship with the Firm.
“Public Pension Fund” means any retirement plan established or maintained for its employees (current or former) by the government of any country or political subdivision thereof, or by any agency or instrumentality of any of the foregoing.
“Public Pension Fund Advisor” means any external firm or individual engaged by a Public Pension Fund to assist in the selection of investments or investment management or advisory services for the Public Pension Fund.
“Public Pension Fund Official” means any elected or appointed trustee or other official, staff member or employee whose official duties involve responsibility for a Public Pension Fund.
“Relative” means a person related by blood or affinity (including a domestic partner) who resides in the same household. A person adopted into a family is considered a relative on the same basis as a natural born family member.
“Solicitor” means any person or entity who in any way, directly or indirectly, solicits, finds, introduces or refers any client to the Firm, including without limitation any intermediary, consultant, broker, introducer, referrer, finder, public- or government-relations expert, or marketer. A Solicitor does not include any bona fide Executive or any person whose sole basis of compensation from the Firm is the actual provision of legal, accounting or other professional advice, services or assistance that is unrelated to any solicitation, introduction, finding, or referral of clients to the Firm or the brokering, fostering, establishing or maintaining a relationship between the Firm and a Public Pension Fund.
“Sponsored Fund” means an investment fund sponsored, managed or advised by the Firm or its affiliat
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