Retired Cooper Execs Speak Out: Legitimate Concerns or 'Grumpy Old Men'? - Tire Review Magazine

Retired Cooper Execs Speak Out: Legitimate Concerns or ‘Grumpy Old Men’?

Got an email from Rodney Nelson, president of USW Local 207, which represents Cooper’s Findlay, Ohio, plant. I usually don’t hear from Rodney unless he really wants something, which is fine. Every three or four years I’ll get an email – usually angry – from him about our coverage of USW-Cooper contract talks. They go in the same pile as the angry emails from pro-Cooper folks who have similar bones to pick.

But Rodney had another concern, one voiced by quite a few people from quite a few places. He passed along an interesting story by Lou Wilin that appeared in the Findlay Courier on July 28, in which “three retired senior executives” of Cooper blasted the proposed $2.5 billion acquisition of Cooper by India’s Apollo Tyre.

Not that the opinions of three retired executives matter in real terms (I am old enough to remember the retired Firestone executives who blasted Bridgestone’s acquisition offer, the retired Uniroyal and/or BFGoodrich execs who harpooned Michelin’s move on Uniroyal-Goodrich, ex-General bosses harping on Continental’s buy of General, etc.) because they have done little more than stir the embers with the locals, but like I said, theirs have not been the only voices questioning motive and impact.

You can read the whole story by clicking here.

Here are a few highlights:

Dick Stephens, former president of North American Tire Operations, who retired in 2006 after 28 years with Cooper, said flatly that chairman and CEO Roy Armes and the board "have sold Cooper out," and said of the sale package, "Essentially, this is corporate greed."

The way the deal is structured, Stephens claimed, Cooper would be responsible for repaying $2.1 billion of the purchase price, and he questioned Cooper’s ability to even repay such a debt load.

Armes, according to an SEC filing on July 8, would get $22.8 million and as much as $41 million from his stock options and personal share holdings if the deal goes through, Wilin noted.

“At least four other top executives will collect $3.7 million to $5.5 million, part of $66.8 million already put into a special trust for them,” the story said.

"That deal sucks. It’s a perfect example of what’s wrong with this country," Stephens said in Wilin’s story.

"You’ve got key executives who have no tie, no concern about anything other than themselves," Stephens said, "and ‘If I can walk out of there with $10 million, $20 million, $30 million or more, and screw everybody else, or potentially screw everybody else, I don’t care.’"

Dick Teeple, who retired in 2003 as vice president and general counsel, said of his former employer, "There doesn’t appear to be a moral compass."

Stephens had lots and lots to say (and I won’t cover any more here). Not so much the third executive – Larry Schock, ex-vice president of manufacturing and finance, who retired in 2009 after 33 years of service. He wasn’t even quoted in the story.

Yet collectively Wilin noted that the three “acknowledged that Apollo’s bid for Cooper is compelling on paper.”

And why wouldn’t it be?

A little basic research online shows that over the last five years, Cooper’s share prices were going nowhere fast. Cooper traded at a one-day high of $27.93 in early July 2007, then plummeted to as low as $10.07 in August 2008. It was back up to $26.47 in April 2011 and fell to $10.28 by the following August.

Pre-acquisition announcement, the best Cooper shares could muster was $25.84 on May 27.

If you were a long-term holder of Cooper stock – or even over the last five years – the Apollo offer of $35 per share is more than compelling. Way more.

Stockholders today have a much different attitude. They invest to make money, and most have no connection – directly or indirectly – to the company. Certainly no emotional connection.

I don’t want to dismiss the feelings of these former Cooper execs, but it seems their concerns come from a different time. Some still see Cooper as the local neighborhood tire company and benevolent local employer. Perhaps that was a more realistic take years ago, but not in today’s global world.

So, without Apollo, what of Cooper’s future…in real terms?

Wilin pointed out that Cooper’s SEC filing indicated that the tiremaker had talks with “10 potential purchasers.” Of that, "Only two parties indicated any potential interest at or above the $35 per share price payable by the Apollo Parties,” the filing said, and “one such party quickly declined to pursue a transaction and the other did not provide a firm proposal, expressed reservations about pursuing a transaction, and did not pursue a transaction in a diligent manner.”

Could Cooper have gone it alone? What would its long-term future looked like? Does Apollo give it a future? Does it give Apollo a future? Either or both? Are the positions taken by Dick Stephens and the others correct? Or just quaint?

What do you think?

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