Over-Leveraged Acquisitions, Mergers, and Bad Wall Street Investments Killed Twinkies – Not the Unions. Another Death by a Hedge fund.

If it wasn’t obvious after the Wisconsin tirade of union abuse that big business wants to bust all unions – it certainly should be now. Looking at any company’s or municipality’s financial debacle you will usually find a link to bad Wall Street advice or investments. This is certainly true for Hostess Brands.

Founded in 1930 by Ralph L. Nafziger, the sad story of the demise of Hostess Brands, formerly known as Interstate Bakeries Corporation, and its bankruptcies stem from more recent bad management and investment decisions which created the loss of its employee pension funds – a problem that our government fails miserably to protect and properly regulate.

Hostess had 39 bakeries and approximately 21,000 employees. It generated revenue through sales of baked goods to supermarkets, mass marketers, and convenience stores in the US. The privately-held bread and snack food manufacturer also sold directly to consumers through Hostess Brands retail bakery outlets. The company’s brands include Twinkies, Wonder, Home Pride, Hostess Fruit Pies, and Ho-Hos.

If Hostess had paid more attention to marketing and product development rather than Wall Street – it might be alive and well today.

Time for a reality check, says Forbes

Hostess has been sold at least three times since the 1980s, racking up debt and shedding profitable assets along the way with each successive merger.

The company filed for bankruptcy in 2004, and again in 2011. Little thought was given to the line of products, which, frankly, began to seem a bit dated in the age of the gourmet cupcake. (100 calorie Twinkie Bites?)

Hostess filed for Chapter 11 bankruptcy protection in September 2004 and emerged as a private company in February 2009. In January 2012, It filed for its second Chapter 11 bankruptcy. The privately-held packaged goods confectioner had 372 union agreements it could not fulfill following its post-2004 bankruptcy restructuring led by hedge fund Ripplewood Holdings founded by Tim Collins, which led to Hostess’ dumping itself into a second bankruptcy filing. As of January 2012, 83% of Hostess’ 19,000 employees were unionized.

It wouldn’t have mattered what the unions asked for or gave in on – the pension funds had been lost or poorly invested. Rather than speak the truth and tell the employees that management had made some grave mistakes – it tried to use the moment to bust the unions. This resulted in a national strike imposed by the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (BCTGM) and in November 2012, Hostess filed for Chapter 7 in bankruptcy court on November 16, 2012.

SEC Investigation

More telling, that you won’t hear on Fox News, is that in January 2005, the Securities Exchange Commission (SEC) commenced a formal probe into how the company managed its workers’ compensation reserves.

Before proceeding with the investigation, the SEC began an informal inquiry into the management of other reserve accounts. On November 2, 2006, the company submitted a settlement offer to the SEC. Judge Rakoff where were you then?

In April 2005, Interstate (Hostess) started the second stage of its restructuring. This restructuring process was primarily aimed at reviewing each of the company’s 10 regional profit centers. After initiating this process, the company announced the closure of three East Coast bakeries in Miami, Charlotte, N.C., and New Bedford, Mass. In the wake of the bakery closures, approximately 2,950 employees lost their jobs.

As if all this were not enough, reports Forbes, Hostess Brands’ management gave themselves several raises, all the while complaining that the workers who actually produced the products that made the firm what money it did earn were grossly overpaid relative to the company’s increasingly dismal financial position.

Sounds like a Bain Capital killing plan… its called Ripplewood Holdings. Ripplewood Holdings, Hostess’ existing equity owners, have little stake in the bankruptcy proceedings since their equity has become essentially worthless following the filing. But its likely golden parachutes launched well before the final filings. This is what happens when hedge funds become the owners. Notice a resemblance?

In June 2005, Interstate (Hostess) created cost cutting initiatives by consolidating operations and trimming its workforce. As part of this initiative, the company closed two bakeries in San Francisco and consolidated production, routes, depots and thrift stores in the area. As a result, approximately 650 employees lost their jobs. The company said that it incurred a cost of approximately $13.5 million to execute this consolidation process, including $3 million in capital expenditure.

Securing Debtor-in-Possession Financing and Divestment of Interstate’s Shares by Millennium Management

During the bankruptcy protection, Interstate secured debtor-in-possession financing for $200 million from JPMorgan Chase. For this loan, the company had to pay a half-percentage point higher rate as it failed to file it’s 10-K for the period ended May 2004 before the deadline.

In September 2006, Millennium Management LLC, a New York-based hedge fund, sold 2.3 million shares of Interstate Bakeries, approximately 5% of the total outstanding common stock of the company.

The Pension Fund was Severely Underfunded

Our government, around the 1980s, began allowing companies to dip into pension funds to use for investment purposes (more of that “trickle up” mentality). Hostess’ bad management, questionable investments and reckless disregard for the changing marketplace had caused the failure and the gambling losses had depleted the pension funds.

Ever since its previous reorganization, Hostess had been paying approximately $100 million annually into a pension fund that covered its employees as well as those of other companies (a multi-employer pension plan, or MEPP, that covers multiple firms in an industry).

As of the bankruptcy announcement, the fund was about $2 billion underfunded – death had already occurred. Having lost thousands of jobs in the previous reorganization of Hostess, the Teamsters were naturally reluctant to accept more pension concessions. Furthermore, if the bankruptcy court allows Hostess to abandon its pension obligations rather than expose the losses and debacle, the Teamsters could strike, an action that Hostess employees have already ratified 9 to 1.

Hostess Brands Files For Chapter 7, Intend To Close Business & Liquidate Assets

Hostess Brands filed a plan to emerge from bankruptcy in October 2012 which would involve significant cuts in employees’ pay, health and pension plans, including a 17% decrease in health benefits – because, it appears, the hedge fund management had lost and/or drained the money. Subsequently, the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union began a national strike on November 9, 2012 in protest of the bankruptcy plan.

Let’s remember here – the employees (union members) have paid into their pension fund system for years throughout their employment.

Before Hostess issued profits it should have honored its pension obligations. Workers have sweat and toiled endless hours to earn their wages and pensions were not a benefit – but a their own funds – a fruit produced from their labor to be used in retirement. Just like Enron – their retirement had vanished and it really didn’t matter if they had settled or not – it was $2 BILLION DOLLARS UNDERFUNDED. At least striking called attention to the financial mismanagement. Had the SEC followed through with a proper investigation instead of allowing Wall Street to buy its way out – maybe the closure of one of America’s oldest bakeries could have been avoided.

Hostess Brands management issued an ultimatum on November 14, 2012 for workers to return to work or face unemployment, but the union did not respond favorably. As a result, Hostess was unable to continue business and filed for liquidation in bankruptcy court on November 16, 2012. Hostess estimates the process, which would wrap up operations at the company’s plants, depots, retail outlets and corporate offices, will cost $41.3 million in the first 13 weeks and that the liquidation of its accounts receivables and inventory will generate $77 million in the first 10 weeks. The entire process should take about a year and financed by the company’s $75 million bankruptcy loan.

No More Twinkies Because Unionized Companies are Targeted By Wall Street – This Has Got to be Stopped!

As long as big business controls America’s government and media there will be no safe guards and yellow journalism will prevail. It was not the unions who were at fault in the Hostess demise. Corporate Hostess gambled the union pension funds in acquisitions and Wall Street bad (corrupt) investments.

Make no mistake Wall Street drove good companies into the ground by encouraging the use of employee pension funds to make questionable acquisitions and over-leverage buyouts and mergers when corporate management should have been paying more attention to marketing and product development. Unfortunately, the Wall Street derivative industry is pretty much UNREGULATED – so no one (employee) has a protected pension.

Just look at the history of Hostess and when the SEC launched an investigation of the use of employees’ pension funds in 2006… it took a payoff (aka settlement) from Hostess corporate.

Gutless media – this is where the media should have gone nuts. Maybe it would have forced a lame Congress to regulate the securities industry and possible averted a complete collapse for a lot of companies.

But NO – Congress would rather allow Wall Street to line their pockets – at the expense of American workers. Blame Congress for these closures and losses. If these pension funds were protected assets there would never be a corporate “underfunding” problem.

The only fault the unions have is that they are not screaming loud enough about the foul use of pension funds – and that’s probably because they too got sucked in and played the same games gambling the funds away on Wall Street. See THE SUCKER PUNCH on DeadlyClear.



CALL CONGRESS

Don’t make Twinkies’ loss just another statistic. If we want to keep jobs in America, corporate pension fund investing needs to be stringently regulated – just as derivatives do.

Call your Congressional Representative and U.S. Senator today. Tell them to get off their sorry-ass fence and regulate Wall Street – NOW!

Who knows – Coke or Pepsi could be next…