Cerberus Hands Gunmaker to Wall Street Firms at Tense Moment

(Bloomberg) -- Stephen A. Feinberg spent the past decade building America’s leading firearms empire. Now, as the nation convulses after its latest massacre, he’s plunging into a politically fraught corporate bankruptcy.

Amid rage over the Feb. 14 Florida school shooting, Feinberg’s Remington Outdoor Co. is trying to pull off a swift trip through the court. The process will hand ownership of the guns-and-ammunition conglomerate from Feinberg’s private investment firm, Cerberus Capital Management, to such well-known names as Franklin Resources Inc. and JPMorgan Asset Management and their broad customer bases.

The soon-to-be owners, who still must line up fresh financing, won’t operate the company for long, according to people with knowledge of the matter. They’ll seek to sell it in whole or part soon after the reorganized firm emerges from bankruptcy court, the people said.

The deal is coming together even as investors’ distaste for the gun trade is growing, said Kevin Cassidy, an analyst at Moody’s Investors Service.

“It absolutely hurts them, being in this kind of industry,” said Cassidy, who covers Remington. “Just like some funds no matter what won’t invest in tobacco, there are investors now that feel the same about gun companies.”

Cerberus will leave behind a cadre of advisers at Remington through June 30; the situation is touchy enough that in restructuring documents their names have been blacked out.

Liz Micci, an outside spokeswoman for Cerberus, declined to comment for this story.

Mr. Gun

It’s a remarkable turn of events for Feinberg, a gun enthusiast whose firm owns a major defense contractor and briefly sought a national-security role in the Trump administration. His move into the consumer firearms trade made him among the biggest seller of guns in a nation awash in them. But after the 2012 Sandy Hook school massacre in Connecticut, his investment became a burden he has struggled to shed, finally resorting to unusual steps to buy out big investors.

The company and indeed the entire industry thrived with President Barack Obama in the White House as firearms enthusiasts foresaw crackdowns. It was poised to continue its lucrative run under a Hillary Clinton administration. Instead, Donald Trump, a self-proclaimed “true friend” of guns, won the election last year and the urgency to purchase faded.

Sales fell, and the industry is now “beleaguered with excess inventory, elevated promotions, and questionable manufacturer strategies,” Wedbush Securities analysts led by James Hardiman wrote in a note on Tuesday.

“There are a number of unpredictable catalysts that could accelerate this recovery,” the analysts wrote. “More difficult to assess/quantify is the chilling effect that recent tragedies have had on investors.”

Remington, however, has been a survivor. It’s America’s oldest gunmaker, with a history that dates to 1816, when Eliphalet Remington II made a flintlock. It was later owned by DuPont, which sold it to the New York investment firm Clayton, Dubilier and Rice in 1993. In 2007, Cerberus paid $118 million for Remington, agreeing to take on $252 million in debt for the Madison, North Carolina, company. It rolled Remington into the Freedom Group, which included 13 industry giants, such as Bushmaster Firearms, Tapco, and Dakota Arms. Today, the company employs 3,500 people and is among the largest American manufacturers of ammunition and firearms.

Forced Sale

In 2012, a Bushmaster rifle was used in the Newtown, Connecticut, shooting that killed 20 schoolchildren at Sandy Hook Elementary, and Cerberus said it would sell the company amid pressure from investors revolted by the carnage. It has taken years, and Remington’s $1 billion debt has grown unsustainable.

Aside from $60.4 million return on equity in 2012, Cerberus received $19.4 million in advisory and other fees from Remington during the duration of its ownership. It’s unclear if Cerberus ended up in the black on this deal.

Cerberus will have no equity in the firearms manufacturer, according to the restructuring agreement paving the way for court protection. First-lien lenders will receive the bulk of the ownership, 82.5 percent, in what’s being called “Reorganized Remington.” The remainder will fall to third-lien note holders. 

The lenders include Franklin and JPMorgan. Franklin, which was the biggest holder of Remington’s senior loan as of the company’s bankruptcy announcement, according to Bloomberg data, has $450 billion under management.

Kristen Chambers, a spokeswoman for JPMorgan Asset Management, and Stacey Coleman, a spokeswoman for Franklin, declined to comment.

Lazard Ltd., one of the largest restructuring and merger advisers, was hired by Cerberus about five years ago to exit the Remington investment. The investment bank is working on the negotiations to transfer ownership for the gunmaker, said Judi Mackey, a Lazard spokeswoman.

But any deal would take place under a spotlight. After the Florida shooting, which has resulted in the strongest push for gun control in years, consumer-facing companies such as Avis and United Airlines swiftly became the objects of wrath for affinity deals with the National Rifle Association. Global financial firms aren’t immune.

Blackstone Group, which offers asset management services, has been reducing its weapons exposure for years. This weekend, it verified that no gun investments remained in its portfolios, according to the Wall Street Journal. The investment giant BlackRock Inc. said it, too, was exploring ways to cull gun companies from the portfolios of clients who no longer wish to invest in them.

U.S. Senator Elizabeth Warren, a Massachusetts Democrat and frequent critic of Wall Street, this week called on investors to rein in gun companies.

“It’s time to put your money where your mouth is,” Warren wrote to BlackRock Chief Executive Officer Larry Fink in one of nine letters she sent to large gun-company shareholders. “You have reaped significant benefits from your investment in gun manufacturers, but have done little to reduce the violence and murders caused by their products. I urge you to begin to use your vast investment in gun manufacturers to prevent gun violence.”

Evaporating Pools

More funds restrict investment in military and weapons companies than ever, according to the Forum for Sustainable and Responsible Investment. The pool of assets that must avoid weapons companies reached $845 billion in 2016, a 138 percent increase since 2014. Newtown marked a tipping point. 

“In the year after the shooting, a number of public funds and other institutional investors reviewed their investment portfolios’ weapons holdings and established policies to divest,” the group said in a 2014 report.

After Sandy Hook, the California State Teachers’ Retirement System and the California Public Employees’ Retirement System sold stakes in Sturm Ruger and Smith & Wesson. After the Florida massacre, teachers there demanded that their pension fund dump its investments in gun companies.

In that tense environment, Remington’s new owners will have to line up replacement financing for the company’s revolving loan of about $200 million, which works almost like a credit card, allowing it to borrow for operations. The banks funding that loan now -- including Bank of America Corp. and Wells Fargo & Co. -- are in discussions about possibly financing the replacement, according to people with knowledge of the matter.

Bill Halldin, a Bank of America spokesman, and Trisha Schultz, a spokeswoman for Wells Fargo, declined to comment.

And as for a final landing place for Remington? The intense scrutiny may mean the most likely owner is another gunmaker.

Christopher John Killoy, the CEO of gunmaker Sturm Ruger & Co, said on a conference call Feb. 22 that the company is keeping a close eye on the bankruptcy.

“Given our strategy and our capital structure,” he said. It “may provide some opportunities down the road.”

(Michael R. Bloomberg, founder of Bloomberg LP, which operates Bloomberg News, serves as a member of Everytown for Gun Safety’s advisory board and is a donor to the group. Everytown for Gun Safety advocates universal background checks and other gun control measures.)

--With assistance from Steven Church Sonali Basak and David Carey

To contact the reporters on this story: Eliza Ronalds-Hannon in New York at eronaldshann@bloomberg.net, Polly Mosendz in New York at pmosendz@bloomberg.net, Laura J. Keller in New York at lkeller22@bloomberg.net.

To contact the editors responsible for this story: Nikolaj Gammeltoft at ngammeltoft@bloomberg.net, Stephen Merelman

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