In the wake of the shooting deaths of 26 people—including 20 children—in Connecticut last week, private equity giant Cerberus Capital Management has announced that it plans to sell its portfolio company Freedom Group, a leading gun manufacturer.
Several factors reportedly contributed to Cerberus’s decision to proceed with a sale of Freedom Group, a Madison, North Carolina–based holding company created in 2007 as the $20 billion private equity firm began snapping up gun industry brands such as Bushmaster and Remington.
The New York Times, which last year examined in detail how Freedom Group grew to corner a significant share of the U.S. weapons market, notes that increased media scrutiny, public pressure, and calls from pension fund clients were among the forces that led New York–based Cerberus to consider a sale. (Another possible consideration: Cerberus founder and CEO Stephen Feinberg’s father lives in Newtown, Connecticut—the site of Sandy Hook Elementary School, where the horrific December 14 shooting occurred.)
While public policy issues have commanded the most attention in the immediate aftermath of the shooting—President Barack Obama has called for proposals to reform gun laws in the United States by the end of January and has tapped Vice President Joe Biden to lead the administration gun control push—the lawyers that Cerberus taps to advise on what becomes of Freedom Group will have to contend with a politically charged atmosphere and a potentially shifting regulatory environment when managing any sale of the company. (Post-Newtown legislation could well hinge on a key U.S. Supreme Court ruling, according to sibling publication The National Law Journal.)
Previous deals involving Cerberus and Freedom Group suggest that the leading candidates to advise on the looming sale of the weapons maker are Milbank, Tweed, Hadley & McCloy and Schulte Roth & Zabel, with the latter having particularly long-standing ties to the private equity firm.
Schulte represented Cerberus this past September, for instance, on its $2.5 billion sale of a controlling stake in Tokyo-based Aozora Bank. Schulte also advised a Cerberus affiliate earlier this year on its $950 million buy of AT&T’s Yellow Pages directory division, Cerberus’s $6.3 billion sale of Chrysler Financial in 2011, and the private equity firm’s $830 million purchase of Caritas Christi Health Care in 2010.
Schulte also racked up millions in legal fees advising Cerberus on its efforts to extricate itself from a disastrous investment in Chrysler, which was eventually sold to Italian automaker Fiat three years ago after a government-backed bankruptcy.
Former Schulte partner Mark Neporent serves as chief operating officer, general counsel, and senior managing director of Cerberus. He did not respond to a request for comment on whether Cerberus has chosen an external legal adviser for the sale of the Freedom Group, nor did Cerberus co–general counsel Andrew Kandel and Seth Plattus, or associate general counsel Sheila Peluso.
Marc Weingarten, chair of the business transactions group at Schulte and a longtime legal adviser to Cerberus, did not respond to a request for comment on whether his firm had any role advising Cerberus in connection with any planned Freedom Group deal. A Schulte spokeswoman also did not respond to an inquiry on the matter.
Though Schulte has been one of Cerberus’s most active outside legal advisers over the past few years, Milbank landed the role representing the private equity firm on its $370 million acquisition of Remington Arms in 2007.
The Remington purchase led Cerberus to form the Freedom Group later that year. Other units incorporated by Cerberus into its portfolio company include Marlin Firearms, which it bought in late 2007, and Barnes Bullets, which the private equity firm picked up in early 2010. (Cerberus bought Bushmaster, the company that made the rifle used in the Newtown massacre, for roughly $76 million in 2006.)
Milbank also represented Freedom Group in connection with the company’s proposed $200 million initial public offering in 2009. The firm’s team advising on the IPO was led by corporate partners Roland Hlawaty—named a Dealmaker of the Week by The Am Law Daily earlier this year—and Arnold Peinado III.
But with the U.S. gun market slowing, Freedom Group’s finances slipping, and the capital markets struggling, Cerberus chose to pull the proposed listing in 2011. Legal fees related to the aborted offering were never made public, and Hlawaty and Peinado did not respond to requests for comment about their work for the Freedom Group.
Fredric Roth Jr. served as chief compliance officer, general counsel, and secretary for the Freedom Group until October 2011. In August of this year, the Freedom Group announced that Jonathan Sprole, an “avid upland bird hunter and clays shooter,” would take over as its new general counsel.
Also joining the company: associate general counsel Catherine Wall and practicing attorney Emile Buzaid III, a former Day Pitney associate and West Point graduate who was awarded the Bronze Star for combat in Iraq.
Two former top U.S. generals, Michael Hagee and George Joulwan, serve on the Freedom Group’s board of directors. An emailed request to the company about its outside legal counsel was not immediately returned.
Cerberus itself is no stranger to politically sensitive investments and Freedom Group has contracts with the U.S. military and law enforcement agencies. Former Vice President Dan Quayle is chairman of Cerberus’s global investments division and ex-Treasury Department secretary John Snow serves as chairman of the private equity firm.
Two years ago Cerberus turned to Akin Gump Strauss Hauer & Feld corporate partner Andrew Hulsh (a Dewey & LeBoeuf alum) for counsel on its $1.5 billion buyout of government contractor DynCorp. Schulte actually had a role across from Cerberus on that deal, advising DynCorp’s board of directors on the transaction, according to our previous reports.
Hulsh left Akin in 2011 and joined Mayer Brown, where he became cohead of the firm’s North American private equity practice. Hulsh was on the move again last week, decamping from Mayer Brown to join Dechert as a corporate partner in the firm’s New York office. A Dechert spokeswoman says the firm has no role advising Cerberus on its proposed divestiture of the Freedom Group.
U.S. Senate records, meanwhile, show that Patton Boggs has handled lobbying work for Cerberus, while the Freedom Group has turned to Mark Barnes & Associates. Mark Barnes, the founder of his Washington, D.C.–based lobby shop, has also handled matters for gun industry group the NFA Owners Association.
The National Rifle Association of America—the nation’s largest gun lobby and one of the most powerful special interest groups in Washington, D.C.—broke its silence about the Newtown tragedy on Tuesday with a statement promising “meaningful contributions” to the national discourse about guns that has gained momentum following the Sandy Hook shootings.
Cerberus and the Freedom Group have close ties to the NRA, which could face challenges to its political power in the aftermath of last week’s tragic events.
George Kollitides II, executive chairman of the Freedom Group and a Cerberus managing director, unsuccessfully ran for a seat on the NRA board. Kollitides currently serves as a trustee of the NRA Foundation. So does NRA president David Keene, who is also of counsel with Washington, D.C.–based lobby and consulting shop the Carmen Group. The NRA uses several firms in connection with its expansive lobbying efforts, with SNR Denton receiving $90,000 so far this year for its work on behalf of the Fairfax, Virginia–based organization, according to federal lobbying records.
The Am Law Daily attempted to contact Keene, as well as NRA general counsel Robert Dowlut and David Lehman, deputy executive director and general counsel of the NRA’s institute for legislative action, for their take on Cerberus’s decision to unload Freedom Group. None returned our requests for comment.