This was posted over on rockclimbing.com today by a guy called sosure and it seems very astute:
This is not a story of Peter Metcalf accessing capital markets in order to further grow the BDEL business, its the story of Duff, Metcalf, and the original Choinard buyout group selling out and Warrren Kanders taking over. So who is Warren Kanders?
Warren Kanders is your quintessential cigar-chomping, boarding school/ivy groomed, trophy wife brandishing, fat, republican-douchebag capitalist-pig. His previous big score was a military contractor called Armour Holdings. With his business partner, Robert Schiller, Kanders built Armour through a series of acquisitions beginning in 1996 and sold it off in July 2007 to BAE, a much larger military contractor. This sale was right about the time that the DOJ and military began investigating a handful of armour providers for providing defective body armour to the military. Eventually Armour (by that time owned by BAE) paid some hefty fines for violations of the false claims act. Soldiers got shortchanged (maybe fatally?); Warren Kanders got rich.
Amongst Armour's many assets was Gregory, which BAE had no use for, so it sold it back to Kanders and Schiller. Now Kanders has always had more than one card in the game: in addition to controlling Armour, he controll(ed)(s) a few "blank check" companies. These are companies that are publicly listed but which have no operating assets and provide "shells" typically used to quickly bring a private company public. Clarus, 30% owned by Kanders prior to the transaction, is one such "blank check." Kanders/Clarus is buying BDEL for $90 million cash and buying Gregory for $22.5 million in Clarus stock at $6 and $22.5 million in Clarus debt. Supposedly the BDEL executives who are receiving employment agreements with Clarus are going to use some of their cash to buy stock at $6, but the only definitive mention of this in the SEC filing is that Metcalf is receiving options to buy 75,000 shares at $6.00 per share which will vest in three installments in 2012-14. Even assuming Metcalf purchases and retains all 75K shares, this is a trivial amount of stock compared to Kanders position of between 5.1 and 7 million shares immediately post acquisition (his percent interest in Gregory is unclear). Another way to think of the transaction is that Kanders is trading 100% of crappy little Gregory for a 30+% interest in and control over BDEL.
With 30+% of the company, Kanders will be, by far, the largest shareholder (possibly also the fattest) and he's staying on as Executive Chairman to protect his assets (and his business partner Schiller is staying on as Executive Vice-Chairman). Make no mistake, Metcalf works for Kanders and Kanders is in business to make money, lots of it, mostly by acquiring and flipping assets within 10 years (before the negligence or fraud suits get filed). His track record on safety?, his apparent interest in anyone's welfare other than his own?…. apparently not so great.
As for me: I think Kanders will make a lot of money in this deal; I think people who invest with Kanders will make some money, but a lot less than Kanders; but on the product side: no way in hell will you catch me buying safety equipment from a Wall Street robber baron.
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Here's a nice little blurb about how Kanders used lobbying and political connections to maintain his status as the sole company permitted to armour Humvees (resulting in a shortage of armoured Humvees and a surplus of dead soldiers in Iraq in the mid-2000s)
http://www.freewilliamsburg.com/archives/2005/06/
and here:
http://www.nytimes.com/….html?pagewanted=all
Oh yeah and on the subject of whether BDEL was "employee owned", Duff and Metcalf each owned in excess of 10,000 shares of the company. The next ranking officer, Robert Peay, BDEL's CFO, (who was not part of the original Choinard Equipment buyout group) owned only 263. The other named principal stockholders were "Jaeggi, Ritchie, Grover, Carlson, McCall, Bowers, Bancroft, Cranor, (Michael) Metcalf, and Sachika" — I believe they are mostly original investors, not ESOP employees.
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Yes, if you purchase shares of Clarus you will eventually own an equal number of shares of the proposed new Black Diamond company when the name change is effected. This assumes the merger transaction is consummated as the management and principal shareholders of both companies expect it to be by June 30. At that time or shortly thereafter, your Clarus shares would be renamed Black Diamond and listed on a national exchange. As a reminder though, at this point, investing at $6 represents a expression of absolute faith in the good intentions of Warren Kanders. He's selling Gregory to Clarus for half shares at $6 and half debt. The BDEL people aren't selling for a mixture of new stock and cash, or new stock and new debt, or any securities of the new company whatsoever, they are selling for hard cash only. In other words, as an investor group, the BDEL people are expressing no confidence whatsoever in the future of the combined entity. Were they to even sell part of their interests for shares, they could reduce their immediate tax burden and capitalize on the future growth of the company if its current price is "low" or if they believe Kanders has the ability to grow it successfully. They are doing no such thing.
Also, if you invest today you are doing so knowing only this: the combined revenues of the new entity (should the transaction be concluded) will be roughly $113mm, and its valuation at least $152. Until the merger documents with consolidated financials are publicly filed you have no idea how much debt either Black Diamond or Gregory hold. Black Diamond may be profitable, but they owe money to Zions Bancshares and to Credit Suisse. Their interest burden may be sopping up most of that profit. They may be selling now because they have to, not because they want to. You just won't know until the merger documents are filed…..
To me, this looks like corporate raider Ron Perelman buying camping products company Coleman in the 90s. That didn't go so well in the long run for Coleman Shareholders or Coleman's products. In addiition to looking a lot like a heavier-set version of Perelman, Kanders business used to include installing the armor plating on Humvee trucks, which were made by Ron Perelman's AM General; I wonder if they golf together.
Remember, the people who do this sort of thing (mergers and acquisitions) do it with enormous ferocity and for their own benefit, not the public's. Buyer beware.