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With all eyes on Washington, in today’s edition we bring you a walk down dealmaking memory lane: the͏‌  ͏‌  ͏‌  ͏‌  ͏‌  ͏‌ 
 
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July 9, 2024
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Business

Business
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Liz Hoffman
Liz Hoffman

Hi, and welcome back to Semafor Business.

It’s a weird week to be a finance reporter. All eyes are on Washington, and while I’m getting the same cranky texts from donors as everyone else, they won’t be the deciding factor in whether Joe Biden stays or goes. The party is standing by him for now, even if they aren’t happy about it, and I suspect the donors will do the same, even if they aren’t happy with Jeff Katzenberg.

So today’s escapist fare: mattresses, and why they continue to be the third rail of dealmaking. Antitrust regulators’ decision to block the merger of Tempur-Sealy and Mattress Firm is the latest in a long and tortured history. Enjoy!

Plus, French corrections, Iger’s soccer pitch deck, 777’s problems, and Wall Street’s rich tradition of legal lying.

Buy/Sell

➚ BUY: Eyes only. US national-security regulators added dozens of sites across the country to a restricted list, which would make it harder for foreign companies to own property or operate nearby. A Chinese battery factory in Michigan may be in trouble.

➘ SELL: Élysées. News that might have soothed French investors — a surprise defeat for the country’s far-right party — instead spooked them, as a factious left is already having trouble forming a government and S&P Global is warning of another downgrade. “French yields should not be lower than those in Spain,” one economist told La Croix, a very specific insult.

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The Tape

Powell: “We need to see just more good inflation data, that’s all”... White shoe law firm: Gaza protesters need not apply… Larry Ellison is paying for his son’s Paramount purchase… Financial cryogenics... Ivy League’s empty social clubs

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Evidence

That was the pitch from Bob Iger and his wife, Willow Bay, to buy Los Angeles’ professional women’s soccer club, a Semafor special just before the July 4 holiday. They’ll replace Alexis Ohanian as the team’s controlling investor, atop a list of backers that includes Jessica Chastain and America Ferrera, though I’m told few of the celebrity backers have put in significant money. The $50 million investment values the team at $250 million, a record in women’s sports.

The rest of the pitch deck touts the Bay-Iger Group’s experience building global brands (Disney, Marvel, Huffpost, USC Annenberg) and promises to help bring in corporate sponsors, secure new media partners, and “innovate in fan experience.”

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Obsessions
Mattress Firm

Mattress-flipping ends badly.

The US Federal Trade Commission’s decision last Tuesday to sue to block the merger of Tempur Sealy and Mattress Firm on antitrust grounds joins a tortured financial history in the world of mattresses, much of it self-inflicted by a private-equity industry that just can’t stay away.

The trouble started in 1989, when the leveraged buyout of a company, called Ohio Mattress, went sideways. First Boston got stuck holding $457 million of debt it couldn’t sell — 40% of its entire equity capital — and ended up getting rescued by Credit Suisse. The episode, known as the “burning bed,” marked the beginning of the end of Wall Street’s roaring ’80s and was such a black eye that it was cited in news stories in 2023, when Credit Suisse failed, as proof that the bank was always a mess.

Ohio Mattress became Sealy and was sold again in 1997 to Bain Capital, which actually made out well — so well that its profits were used to shame Mitt Romney on the presidential campaign trail. Bain sold it in 2004 to KKR, which did not.

KKR pretty quickly took Sealy public, but by 2012 still owned almost half the company, whose stock had fallen 90%. An activist hedge fund attacked KKR for mismanagement and conflicts of interest, taking aim at the preponderance of private-equity executives on Sealy’s board and the hefty consulting fees that the company paid KKR.

It was the first real shot fired in the battle over private-equity fees, which became a major financial story of the 2010s. Regulators cracked down, fund investors revolted, and private equity firms, under pressure, ended the most controversial practices, like charging consulting and monitoring fees. A bruised KKR quickly sold Sealy to Tempur-Pedic.

The industry’s other giant, Serta Simmons, has its own long trail of Wall Street tears. It’s on its seventh private-equity owner since a 1986 buyout that ensnared a former US Treasury secretary in allegations of self-dealing. For the next two decades, Simmons was passed around like a financial hot potato until it finally went bankrupt in 2009, in TH Lee’s hands, under a crushing debt load. Ares bought it out of Chapter 11, merged it with Serta, and in 2012 sold the whole thing to Advent, which just lost its entire investment earlier because the company went bankrupt, again, in January.

Serta was also the subject of an epic bit of Wall Street violence, in which Apollo sued over a 2020 debt deal that’s too complicated to get into here, but which it said “illegally usurp[ed] the sacred rights” of creditors. Bloomberg’s Matt Levine explained the case here.

Trust me when I say no good comes of investing in mattresses.

Venture capitalists learned that lesson in the 2010s, when they backed a series of bed-in-a-box startups with names like Casper and Nectar (total addressable market: 8 billion people!) They led a generation of direct-to-consumer startups shipping meal kits, eyeglasses, razorblades, and sneakers straight from factories.

It didn’t work. Many of those companies failed and others like Warby Parker survived by embracing brick-and-mortar stores — exactly the opposite of investors’ thesis. Purple went public at $40 a share in 2021, and now trades at $1. Casper, after a short and disastrous run as a public company, is owned, naturally, by private equity.

As an industry expert told The New York Times in 2009, during the Simmons bankruptcy: “How much more juice can be squeezed out of the orange?”

Meanwhile, Mattress Firm — which, remember, Tempur Sealy is trying to buy now — has its own tortured financial history. In 2016 it was acquired by Steinhoff, a quasi-investment company/retailer based in South Africa for $4 billion, all of it borrowed. Sales tanked, and two years later, the company was bankrupt. Steinhoff later imploded in an accounting scandal, but not before its then-CEO called buying Mattress Firm the “biggest mistake” he’d ever made.

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What We’re Tracking

Tokyo drift: Japan’s giant government pension fund may move tens of billions of dollars from foreign stocks and bonds into domestic ones in an effort to prop up an ailing yen. The $1.5 trillion fund went abroad in the 2010s in search of returns it couldn’t get at home, but is expected to reverse course as its leaders start their quinquennial strategy review. Its $800 billion stash of foreign investments is a sort of break-in-case-of-emergency fund and “that moment is now,” one analyst told the Wall Street Journal, as the yen hits its weakest level since the 1980s.

Brendan McDermid/Reuters

Arch-nemesis? The Archegos fraud trial, which goes to a jury this week, has been closely watched on Wall Street, as much for the dirty laundry it promised to air as for the untested legal theory put forward by prosecutors. Bill Hwang, Archegos’ intensely religious, Korean-born founder, isn’t accused of lying to his investors; he’s accused of lying to his counterparties, the Wall Street banks that lost $10 billion after the hedge fund collapsed in 2021.

It’s a strange argument. Big banks make for unsympathetic victims, particularly these banks: While they were taking fees to help Archegos place massive, risky bets on a handful of stocks, none thought to ask whether it was placing those same bets with anyone else. The audio of a UBS trader belatedly asking that question and being told “in meaningful size, yep” by his Archegos contact belongs in a risk-management museum.

But even if they had asked, lying to counterparties is a celebrated tradition on Wall Street trading floors, and efforts to put people in jail for it have mostly failed. The most famous of these cases involved Jesse Litvak, a Jefferies trader whose fraud conviction was overturned after an appeals court ruled that he had no obligation to be honest about how much he had paid for a particular bond before he resold it to someone else. If it’s not illegal for a broker to lie to his customer, it’s a bit awkward to argue that it’s illegal for a customer to lie to his broker. But Manhattan federal prosecutors have spent eight weeks doing just that, levying charges that could send Hwang to prison for decades.

Late innings: Lenders are circling around 777 Partners, the multi-hyphenate investment firm and sports buyer that’s in increasingly tight financial straits. Three more creditors have piled on to a lawsuit filed last month that accuses the firm of pledging the same assets to multiple loans and lying about it. (Collateral double-dipping is illegal.) The judge in the case, in New York state court, has indicated she’s inclined to appoint a receiver for 777, whose unsuccessful bid for an English Premier League soccer club tipped a row of financial dominos leading back to a pile of dodgy assets purchased with insurance customers’ cash.

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Quotable
“It will be incredibly expensive for the world to … do without internal combustion engines.”

— Yasser Mufti of Saudi Aramco, the world’s largest oil company. It’s investing in gas engines.

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