If Only Twinkies Maker Had Had Someone Whose Job It Was To Remember Not To Go Bankrupt


Stephen Lubben at DealBook noticed something kind of amazing in the Hostess Brands bankruptcy case:

Turns out that Hostess has no treasury department. Indeed, it apparently doesn’t have anyone who can perform treasury functions at all.

The company has asked the bankruptcy court for permission to hire FTI Consulting to do the work. Apparently Hostess does not have much of a finance department either, since FTI is also providing employees for that department.

If approved, FTI will provide three people to staff Hostess’ treasury department. The interim treasurer gets monthly fees that work out to an annual salary of $780,000. His two deputies get $660,000 per year, each.

The finance department group gets paid hourly rates that top out at $895 per hour. You might think that would supplant the need for a financial adviser in the case, but Hostess is asking to retain one of those, too.

Now that maybe goes a little overboard on the grave-dancing (lots of, really all, companies with full honest-to-goodness treasury and finance staffs still hire advisers in bankruptcy) but, still: that is kind of weird! If you read Hostess's motion and the attached engagement letter, it appears that they're just seeking signoff on an arrangement they struck in June. So they've been operating for at least six months or so with an outside consultant as their contract treasurer - and with the rest of their treasury roles filled either by other consultants or by nobody. That's somewhat unusual for a company with 19,000 employees, a pension plan, and something like $1bn in enterprise value.*

I don't really know what's going on here but just for fun let's blame private equity! In this connection, it's worth noting that Hostess has been down this road before and was acquired out of bankruptcy in 2009 by Ripplewood Holdings. Private equity firms are, of course, rapacious scum put on earth solely to destroy the jobs of innocent hard-working Americans, so sayeth Newt, and if you like you can put that interpretation on Ripplewood here, or not, whatever. That will be determined by a series of campaign ads and op-eds, though it's worth noting that Ripplewood had the decency to pluck Hostess out of Chapter 11 and keep it alive for over two years before re-bankrupting it.

But I think this oddity illustrates another aspect of private equity firms, which is that their deals-'n'-finance operations tend to be comically lean and intensively supported by outside advisers. This can sometimes make them very unpleasant to work with as a service provider: whereas working with public companies involves legions of finance staff, in-house lawyers, etc. with long careers at the company who do a whole lot of the necessary work (diligence, preparing presentations, etc.) for a merger or a financing, working with private equity often involves some 26-year-old who's put in charge of babysitting the bankers and lawyers and pretty much outsources everything to them. There is no bitterness in this description what. so. ever. And when neither the PE firm nor its bankers and lawyers have expertise in something, they tend to have the budget and mindset to go and find the leading expert in the field to consult. When I worked with private equity firms I occasionally found myself on very, very expensive conference calls.

That actually always struck me as a pretty good model for deal-making: you have a lean, fully committed, highly paid internal team supplemented by highly motivated financial and legal advisers and by the best consultants money can rent by the hour. It's a very very top-line focused approach, which has to be the right way to do an LBO: if you get a big acquisition right, the returns will dwarf a few $10,000 checks for half-hour conversations with consultants, so those consultants will look like a bargain if they get you comfortable with the deal. (And if they get you to pass on a bad deal, even better.) It's arguably a good way to get a financing done: the private equity staff are repeat players in the financing markets and will be better at most aspects of their deals than the average small-to-midcap corporate staff. Hostess raised little slugs of money over the last year from Ripplewood and other funds, and my guess is that Ripplewood was more instrumental in getting those deals done than the treasurer they bused in from FTI.

But it's a weird way to actually run a company's day-to-day treasury operations, and not really in keeping with the traditional view of private equity as being relentlessly bottom-line focused in operations. Lubben suggests that they consider hiring a treasury staff via Craigslist and, yeah, kind of, right? It seems unlikely that Hostess was driven into bankruptcy either by financial inattentiveness or by exorbitant bills for its treasury department, but this story sure suggests some combination of inattentiveness and profligacy. And in an environment that's suddenly gotten all hostile for private equity, seeking to cut benefits for your manufacturing workers while looking inattentive and profligate with your financial staff doesn't seem like the best PR move.

Hostess Has a Lot of Debt, but Few in Finance [DealBook]

* Strictly speaking $981mm in assets, supposedly; getting at the enterprise value from the right side of the balance sheet is rather nebulous but includes in any case well north of a billion in debt at face.


This Is Really Only The "Second" Greek Bailout?

If you're into Greece you've probably already read all about it and if you're not I can't make you. But in brief: Greece is fixed and we will NEVER HEAR ABOUT ANY PROBLEMS EVER AGAIN. In less brief: (1) Some folks stayed up all night and produced a statement. (2) Greece's private creditors will be offered the long-anticipated opportunity to voluntarily exchange their old bonds for new bonds, which will for the most part be the same as the old bonds except for minor differences including but not limited to a greatly extended maturity (to 2042), a 53.5% reduced face amount, and a 3.6% blended interest rate. (3) If they don't voluntarily exchange, which they will because - hilariously - they've already taken accounting writedowns (and also because I guess it's better than a disorderly default), private holders will get CAC'ed, which may or may not be as bad as it sounds, but in any case at least CDS will pay out, unless it doesn't. (4) Also the public sector will do various helpful, confusing things. (5) In exchange for this, Greece will enact horrible austerity, and because no one believes that Greece will actually do that, there will be escrow accounts and what Reuters ominously calls "permanent surveillance by an increased European presence on the ground." (6) Everyone is pretty sure we'll be doing this again in six months and, look, just fair warning, I will not be writing about it then, because feh. We haven't had a serious international bankruptcy, which this pretty much is, since I started paying attention to the financial markets, two months ago, so I mostly think about insolvency from a US bankruptcy law perspective. One thing that happens in bankruptcy is that, like, really really roughly speaking, the creditors stop being creditors and become the owners. This isn't always the case but the basic playbook of US bankruptcy law is: