The Carlyle Group

"Publication Date: Wednesday Jan 15, 1997 What is The Carlyle Group? The $1.3 billion "merchant bank" has shifted away from defense-related investments Two key questions in this Cable Co-op deal concern the primary financial backer--The Carlyle Group: What is it? And what does it want with a cable system on the other side of the continent? The Washington, D.C.-based Carlyle Group is a private investment firm which provides equity to established companies and is supported by a Who's Who of White House insiders. According to various sources, Carlyle's current partners include: James A. Baker III, White House chief of staff (1992-1993), secretary of state (1989-1992), secretary of treasury (1985-1988), White House chief of staff (1981-1985). Frank Carlucci, secretary of defense (1987-1989), national security adviser (1986-1987), deputy director of the CIA (1978-1981). Richard Darman, deputy secretary of the treasury (1985-1987), assistant to the President, (1981-1985). Although the above-named worked mostly in Republican White Houses, the Carlyle Group claims to be nonpartisan. Carlyle Vice-President Brian Bailey was a special assistant to President Clinton from 1994 to 1995 and deputy campaign manager for the Clinton/Gore '96 Primary Committee (1995-1996). Sources say while the Carlyle Group is home to some big names from the hallowed halls of Washington, most other major players in the group hail from the financial world and have had no government experience whatsoever. Unlike venture capital firms, which invest in start-up or very small companies that have rapid growth potential, The Carlyle Group, often described as a "merchant bank," brings equity to companies with sound management. The company was founded in 1987 by David Rubenstein (a former White House aide under Carter) and Stephen Norris, a tax attorney. The fund, which practices leveraged buyouts as well as other long-term investments, was started with a paltry $100,000 loan from T. Rowe Price Associates Inc. and has grown to a reputed wealth of $1.3 billion, according to a Washington Post article from last year. Steven Galante, editor of Private Equity Analyst, a newsletter out of Wellesley, Mass., said The Carlyle Group has diversified its holdings since its inception in 1987. Originally, "they were kind of known for their defense activity, . . . the consolidation of defense spending at the end of the Cold War," Galante said. Hence the big names from the government like Baker and Carlucci. But investment trends have shifted, Galante said, and the Carlyle Group has followed the changes in the market. "It's really not viable to build an entire investment strategy on (defense) investments, and so they have to diversify into other areas," Galante said. "Cable makes some sense because cable has had a history of regulatory involvement," he added. "Defense is a technology-based kind of activity, and cable is to a certain extent technology-based. There is some logic to the extension." Furthermore, Galante said recent disappointments with the cable industry mean it is undervalued. "(Cable) has long been a good area for investment by private investors and right now cable is out of favor, so it is a good time to be investing," Galante said. Cable is only one of many industries the Carlyle Group is tapping into. Recently, Carlyle invested $45 million in International Technology Corp., an environmental management company based in Torrance, Calif. At the time, officials at IT said the November 1996 investment--what they called an "equity infusion"--would stabilize their company financially, making it better able to compete on a global level. But this is not the Carlyle Group's only California investment. The real estate arm of the Carlyle Group invested close to $200 million in 99 real estate developments in California in June 1996, according to Business Wire. At the time, Business Wire quoted Gary P. Stevens, a managing director at the Carlyle Group as saying, "We are focusing on investment in California because our track record proves the economic recovery here is in full swing." While Carlyle (maintaining its notoriously extra-low profile) was unavailable to comment on the deal with Sun-Country and Cable Co-Op, officials at Sun Country said they actively sought out the Carlyle Group's resources for the deal. And Galante said the Carlyle Group probably considered Cable Co-op's technologically-sophisticated viewership to be an asset in itself. Because much of the new cable technology is coming out of this area, investors are likely to have seen Cable Co-op as an ideal company to ride the wave of new cable modem technology, he said. "In California, in the Silicon Valley area, . . . that kind of cable activity is more likely to be embraced." "We decided to go with Carlyle because they had experience in investing in small cable systems and the wherewithal to put in additional funding," said David Kinley, president of Sun Country Cable. "Because of Carlyle's equity commitment, we literally have banks lining up (as lenders)." Carlyle's current investments include a small group of cable systems, the Genesis Group, in North Carolina and Virginia with about 30,000 subscribers in a dozen communities. "They're an investment fund, and their motivation is to make money for their investors," Kinley said. "And they see the way to do that is investing in the upgrade in the system to improve the service, add to the service and in particular roll out high-speed Internet service." --Elisabeth Traugott Back up to the Table of Contents Page Internet Distribution Services

"Perhaps even more disconcerting than Carlyle's ties to the Pentagon are its connections within the White House itself. Aside from signing up George Bush Sr. shortly after his presidential term ended, Carlyle gave George W. Bush a job on the board of Texas-based airline food caterer Caterair International back in 1991. Since Bush the younger took office this year, a number of events have raised eyebrows."

"The Carlyle Group. The elder George Bush reportedly has an equity stake in this firm, which is run by leading members of his presidential administration. Maverick Capital Fund. Its investors include Bush Pioneer Charles Wyly and his brother Sam, who gave $210,273 to Bush's gubernatorial campaigns. Bass Brothers Enterprises. Bass family interests funneled $215,000 to Bush and financed a Bahraini drilling contract won by a small oil exploration company where Bush served as a director. Kohlberg Kravis Roberts. This corporate buyout firm would soon join Hicks, Muse in a $1.5 billion takeover of Regal Cinemas. Evercore Partners. Evercore joined Hicks, Muse in a $900 million buyout of television stations soon after its UTIMCO deal. American Securities Partners. The company won a UTIMCO contract soon after selling eleven radio stations to Hicks, Muse." -

1999 "Carlyle Taps Ewing For Turnaround Group. Author/s: David Snow Issue: Oct 11, 1999 The Carlyle Group has turned loose one of its star chief executives to form an investment club that will target turnaround deals. The club will invest the personal wealth of B. Edward Ewing and other Carlyle partners, as well as allow interested investors from the Washington firm's main fund to invest with the group on a deal-by-deal basis. The new entity, called Carlyle Management Group, is headquartered in Dallas and led by Ewing, who most recently acted as CEO of U.S. Marine Repair, a Carlyle conglomerate that specializes in ship repair. While at Marine Repair, Ewing tripled the company's profitability, according to a Carlyle statement. Ewing said his group will focus exclusively on troubled companies. "We're going to buy companies with not-so-good cash flow and not-so-good management for a not-so-good multiple," he said. The new venture adds yet another dimension to Carlyle's efforts at turning its franchise into a major financial institution. Carlyle Management will seek returns of between four to eight times principal. Ewing added he has never led a company that did not bring less than an eight-times return to its investors. Prior to joining Carlyle, Ewing worked as a turnaround specialist at Lockheed Martin Corp., General Dynamics and Navistar (formerly International Harvester North American Truck Division). Ewing said poorly-run companies often have managers who fail to focus on building shareholder value. "They feel that the product is the end, instead of the product being the means and money the end." Carlyle Management will stick to Ewing's specialties, and Carlyle's original focus-namely, the aerospace, defense and automotive industries. "It's Do what you know,'" Ewing said. "We'll be investing in things with a lot of assets and a lot of costs." Ewing became familiar with Carlyle while working at General Dynamics, during which time he sold the firm some of the company's assets. He said he chose to base Carlyle Management in Dallas because, "It's in the middle of the U.S., so you can go out and get back, and if you plan on making lots of money, there's no state income tax. And the Dallas Cowboys are a hell of a lot better than the Washington Redskins." Starting Close to Home Ewing's first task will be to improve the performance of The Aerostructures Corp., a Nashville, Tenn., manufacturer of airplane parts that Carlyle bought in 1998. The company, which has annual sales of approximately $375 million, recently laid off 7% of its workforce. William Conway, a managing director at Carlyle, said the investment club will be used to source new turnaround deals, and as a place where Carlyle can send investments, like Aerostructures, that do perform as partners originally hoped. "Sometimes you find yourself in a turnaround situation intentionally, sometimes unintentionally," Conway said. Ewing, who Conway described as a "genius," said Carlyle Management likely will be used as a "perk" for investors in Carlyle's main fund, who will be given the option of investing in Ewing's deals. Carlyle Management's goal is to build $2 billion of value in six months through deals valued at between $250 million and $1 billion, Ewing said."

"That the Carlyle Group had its conference on America's darkest day was mere coincidence, but there is nothing accidental about the cast of characters that this private-equity powerhouse has assembled in the 14 years since its founding. Among those associated with Carlyle are former U.S. president George Bush Sr., former U.K. prime minister John Major, and former president of the Philippines Fidel Ramos. And Carlyle has counted George Soros, Prince Alwaleed bin Talal bin Abdul Aziz Alsaud of Saudi Arabia, and Osama bin Laden's estranged family among its high-profile clientele. The group has been able to parlay its political clout into a lucrative buyout practice (in other words, purchasing struggling companies, turning them around, and selling them for huge profits)--everything from defense contractors to telecommunications and aerospace companies. It is a kind of ruthless investing made popular by the movie Wall Street, and any industry that relies heavily on government regulation is fair game for Carlyle's brand of access capitalism. Carlyle has established itself as the gatekeeper between private business interests and U.S. defense spending. And as the Carlyle investors watched the World Trade towers go down, the group's prospects went up."

"But the money flowing out of Saudi Arabia and into the Carlyle Group is of even more interest. Immediately after the September 11 attacks, reports surfaced of Carlyle's involvement with the Saudi Binladin Group, the $5 billion construction business run by Osama's half-brother Bakr. The bin Laden family invested $2 million in the Carlyle Partners II fund, which includes in its portfolio United Defense and other defense and aerospace companies. On October 26, the Carlyle Group severed its relationship with the bin Laden family in what officials termed a mutual decision. Mr. Bush Sr. and Mr. Major have been to Saudi Arabia on behalf of Carlyle as recently as last year, and according to reports, the Federal Bureau of Investigation is currently looking into the flow of money from the bin Laden family. Carlyle officials declined to answer any questions regarding their activities in Saudi Arabia. "

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11/09/90 Dynegy Inc. agreed to acquire rival Enron Corp. in a stock deal valued at $8.5 billion and to assume $15 billion of Enron debt.

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In The Wake of C.F. Kryder: Clarence Frank Kryder (third from the left) examines blueprints for the proposed Fairfield Avenue Elevation of the Nickel Plate Railroad, Fort Wayne, Indiana, June 2 , 1942. Inextricably tied to his missing real estate and insurance fortune through North American Properties, Inc., are (left to right) the Fort Wayne International Harvester and Magnavox Companies, Lincoln Tower, and the Fort Wayne Bank Building.