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Part 2 of 2
But Mervyns' operating income slipped right away, from $160 million in 2003 (the last full year of results at Target) to around $100 million in 2005 and the same in 2006. During those years, the private equity firms took a total of $137 million in "distributions" directly from company coffers, according to people familiar with the finances.
The higher lease costs and distribution fees came back to bite. As the California economy softened, Castagna found it more difficult to maneuver financially.
She says she tried to persuade the owners to renegotiate lease payments but was told "those were the going market rates." In February 2007, when her two-year contract ended, Castagna left. Now she's a director at Levi Strauss.
Mervyns' owners replaced Castagna with Richard B. Leto, a former Kohl's executive who had been brought in as Mervyns' president after the buyout. Leto says he promptly advised his bosses to sell the chain to another retailer. "Because of the age of the company, the age of our stores, and the condition of our physical plants [as well as] the intrusion in the West by Kohl's and Penney's," Leto says, "I felt the best thing to do, given the appropriate opportunity, was to sell the business."
But the owners were rarely on the same page, many insiders say. The messy structure of their deal created competing agendas from the start. Cerberus, the $27 billion private equity behemoth that owns Chrysler and many other corporations, had equal stakes in both the Mervyns chain and the separate real estate company.
Lubert-Adler, a Philadelphia firm specializing in real estate, had a larger stake in the real estate entity. Sun Capital, a $10 billion owner of 90 companies, held a bigger stake in Mervyns' department store operation. "I could never figure out how they planned on running the company when there was this natural fight built into the structure," says a former Mervyns executive. "And the answer is, it didn't work very well."
In late 2007, having soured on the prospect of further profits, Cerberus sold its stake to Sun, which assumed majority control. Sun in turn promised to buy out Lubert-Adler, too, for an additional $20 million.
Mervyns' 2006 profit turned into a $64 million loss for 2007 as sales fell by 7.4%. Leto says Sun executives fired him shortly before Christmas. He was replaced on an interim basis by Vice-President Chuck Kurth. Then, in March 2008, Sun brought in the fourth CEO in 12 months: John Goodman, a highly regarded former president of the Dockers brand at Levi Strauss.
Just weeks into the job, Goodman found himself in crisis. Mervyns relied heavily on CIT Group, the big corporate lender, to guarantee transactions with vendors. By March, CIT grew so worried about Mervyns' creditworthiness that it started cutting back on new deals. That sparked fears among other creditors and vendors that Mervyns couldn't pay its bills. Suppliers began refusing to ship merchandise unless Mervyns agreed to tougher payment terms.
Stores posted signs announcing they didn't have advertised merchandise. Out of desperation, Goodman started circulating Mervyns' balance sheet to vendors and some of his own managers to show that the retailer had ample financing. "That scared me even more," says former Mervyns manager Yasmin Zialcita.
Sun, meanwhile, reneged on its promise to buy the Lubert-Adler stake, a sign that it, too, might not have been interested in sticking with Mervyns for the long term. It didn't offer to make further investments to stabilize the company, eitherâa disappointment to some creditors. One of them charges that "the Sun people acted like the classic short-term-oriented Wall Street guys: 'I want to get my money and run.' "
PEP TALK
With losses mounting, Sun and Lubert-Adler decided to take Mervyns into bankruptcy. On July 29, 59 years to the day after the company was founded, Goodman addressed the troops at headquarters. Although the owners were closing 26 more stores, Goodman said, Mervyns could pull through as a leaner retailer or as part of another company. "He told us to hang in there. Be strong. We're going to make it," recalls former employee-relations representative Michelle Diaz.
Creditors soon approached Goodman with an odd idea: On behalf of Mervyns he should sue the private equity owners who had seemingly run the company into the ground. As the CEO, they reminded him, it was his fiduciary responsibility to preserve as much of the company's value as possible.
Normally creditors do the litigating in such situations, but the four-year statute of limitations to bring suit against the buyout was about to expire, and they couldn't get organized in time to file a complaint of their own. Goodman was being asked to sue the very people who had hired him five months earlier.
On Sept. 2, Goodman announced in a memo to staff that the company was planning to file suit. In the memo he alleged that the buyout firms had used financial engineering to acquire Mervyns' "considerable real estate holdings, and then leased back properties to the company at substantially increased rates," moves that helped force the company into Chapter 11. The complaint, filed in Delaware bankruptcy court, alleges that Mervyns' private equity owners deliberately rendered the company insolvent.
About 1,000 employees at headquarters were summoned to separate rooms at 10 a.m. on Oct. 7. Most were told they had been selected to "take the company to a higher level."
At least 100 were told they had to be out of the building by noon. They would be paid for the day, but that was itâno severance. "There were a lot of people in tears," recalls 19-year vet Steve Sunyog. He says the treatment "was a slap in the face." Loretta Robinson, a former merchandise coordinator with 32 years at the company, was fortunate to find another job at an office-furnishings store. But the new job is a 50-mile commute and pays less. She says she's borrowing money from her parents and adding ham and beans to pots of soup to stretch them further. "I need every dime," she says.
At the time of the firings, Goodman was furiously shopping Mervyns to potential buyers. But there was a deal-breaker: the new rent payments. Mervyns' landlords wouldn't agree to lower them enough to attract a buyer. Absent cheaper rents, no suitor thought the chain could survive the recession.
Soon rumors began to circulate that no deal would transpire. Executives started packing up their things and walking out. As fears of liquidation spread, "there was mass panic," says Zialcita, 37, the former manager.
Employees lined up to hand in their resignations on the belief that it would give them a better chance of getting paid for unused vacation days. "There weren't enough hands in human resources to handle all of the people," says a former executive.
Their worst fears were realized days later when Sun and Lubert-Adler, unable to dig themselves out of their mess, decided that liquidation was the only option. Says Sun Capital Partners in a written statement to BusinessWeek: "When it was acquired, Mervyns was struggling. Significant improvements were achieved, but financial headwinds and the challenging retail environment proved insurmountable." (Lubert-Adler didn't return phone calls or e-mails seeking comment.)
The move rippled through Mervyns' supplier network. Ben Coons, CEO of Advanced Wireless in Lakeville, Minn., is out a major customer and as much as $30,000 for unpaid services: "That's about a third of the biweekly payroll. That stings."
Goodman, for one, has landed on his feet, starting a new job as CEO of mall-based specialty retailer Charlotte Russe in November. But most of the thousands thrown out of work are faring much worse. A bankruptcy court recently ruled that some creditors must be paid before employees, meaning many former workers may not receive vacation pay.
"THERE IS NO MONEY"
Those people are scrambling. Former communications analyst Jeff Rainey, a 28-year veteran, says he feels "powerless" and may have to file for bankruptcy. Numerous others say they're asking their families for helpâfrom single mother Barbara Durden, who's leaning on her brothers, to marketing veteran Katherine Begley, who may have to move herself and her husband (who suffers from Alzheimer's) into the home of her 93-year-old father.
David Magallon, a former security manager and father of three girls, says he has cut off his family's cable TV and turned off the heat. "There is no money," he laments. Christmas this year will be "stuff that we make, and cards."
On Nov. 20, employees filed a suit against Mervyns seeking class action status, alleging the company violated the law by not giving them 60 days notice that they would be terminated. Mervyns declined to comment on pending litigation.
The collapse has prompted many Mervyns lifers to rue the day the company was sold to private equity. "I feel like we were robbed," says Zialcita. Private equity "is so nasty." Devastated by her experience, she vows never to work for a company again. Zialcita now hopes to start a wedding floral business.
Morris, meanwhile, is heartbroken to see the chain he built crumble. "There was no way it could survive," he says. On Oct. 23, having gotten a call from Goodman's assistant asking if he wanted to pick up some old pictures, he stumbled into the company's final day of existence before liquidation. "I couldn't believe it," he says. His wife, he says, had one thought when she heard about the bankruptcy: "Maybe you shouldn't have sold the company."
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