

In an amazing and terrifying essay called How to get beyond the parasite economy, Eric Garland describes how private equity infects industry after industry, sucking all productive capacity out of it through complex and fraudulent financial engineering, and abandoning the drained husk as it moves onto its next meal. Garland uses the case of Guitar Center as his example of this process in action, describing how Bain Capital bought and gutted Guitar Center, turning it into a financially complex, debt-riddled zombie that exists to float high-risk junk bonds to fill out the portfolios of the hyper-rich, without any connection to the real world of guitars, amplifiers and musicians.

Complexity: the financial structure of this operation seems absurdly complex given their business of selling guitar amps. To truly understand the structure of the Guitar Center business, I have had to consult professionals with a much deeper expertise – CEOs, CFOs, people with masters degrees in finance. Almost every one has looked at various details of the company and said, "That's a pink zebra right there," or, "Wow, I've maybe heard of that kind of thing one other time." To understand some of their SEC filings, I had to drag up papers from the finance department of the Wharton School of Business. When you look up the corporate structure from which Bain Capital invested in Guitar Center, you find it (as of 2009) located as 3.34% of a billion-dollar investment corporation based offshore in the Cayman Islands, wedged into a financial partnership structure with a dozen other corporations.

In my experience, complexity of this sort is meant to keep casual analysts, regulators and journalists guessing – not unlike what we saw with the mortgage market eight years ago. And just so I had a good active comparator, I pulled the annual report for ExxonMobil, a company with a $290 billion market cap. Compared to GC, its filings are a relative oasis of simplicity and clarity, with the whole business laid out and finances making basic sense without enormous leaps of logic. Then again, it's easier when you're profitable.

Risk: None of the guys behind this deal have what Nassim Nicholas Taleb calls "skin in the game." Nobody making decisions will lose their family fortune if it goes badly, and everybody in management stands to make substantial fees, bonuses and salaries. You see, Guitar Center used to be a musical instrument company, but now it is just one more imperial outpost for the spare financial capital of the top 0.1% of the population. For the people now supplying GC with liquidity, risk is a tool for cash flow, not a concern for survival.