上周，私募股权基金公司太阳资本（Sun Capital Partners）同意将美国厨卫生产商美标公司（American Standard）以5.42亿美元的价格出让给日本骊住集团（Lixil Group），这个价格是当年太阳资本收购美标公司时的一倍多。谁都不会想到，六年前如果没有太阳资本，美标可能就“停业”了。

    美标是一个有着140多年历史的厨卫品牌，在美国享有盛誉，曾隶属于美标集团。当年这家集团旗下还有大型暖通空调部门和车辆控制系统业务部门。然而在2007年初，美标集团听取了华尔街分析师的建议，推出资产分拆计划。根据这一计划，美标集团将卫浴及厨具业务部门拍卖给报价最高的竞购方【它的车辆控制系统业务部门以威伯科（WABCO）之名独立上市公司，而暖通空调业务部门则被卖给了英格索兰公司（Ingersoll-Rand）。】

    潜在竞购者很快发现美标公司的卫浴及厨具业务部门在美国市场已经陷入严重亏损，大势已去，只剩下一个虚名，但是在亚洲和欧洲两大市场却增长迅速。事实上，当时大家都预测，最终购得美标的公司将会关闭它在美国的业务。

    太阳资本一直都在谨慎的关注着竞购美标卫浴及厨具业务部门的进程，主要是由于太阳资本当时已经拥有两家美国卫生洁具制造商：克兰公司（Crane Plumbing）和雅佳公司（Eljer Plumbingware）。这两家公司都是太阳资本在2005年收购的。当太阳资本得知只剩下贝恩资本（Bain Capital）和塞克资本（SAC Capital）两家还在角逐时，太阳资本向贝恩资本提出了一个交易提议。

    “由于最终的竞标是在周一，于是我们在前一周的周五和贝恩资本进行了接触，”太阳资本联席首席执行官马可•拉德尔回忆说。“他们认为美标的美国区业务一文不值，甚至可能是负资产，因为还要花钱来关闭这些业务。于是，那个周末我们提出由太阳资本出资1.3亿美元来购买美标美国区业务的大多数股权。贝恩资本同意了，还把这个价码加入到美标全球业务的竞购中，最终击败了塞克资本。我们和贝恩资本坐在了一条船上，如果他们竞标成功，我们也将囊获美标的美国区业务。”

    贝恩资本最终以17.5亿美元收购了美标卫浴及厨具业务部门，并将后者的亚洲和欧洲业务重新冠名为Ideal Standard。太阳资本购买美标美国区业务的1.3亿美元中有5,000万美元做为股本，使得太阳资本拥有了51%的股权，略高于贝恩资本。其余则用来偿还债务。

    太阳资本认为，美标存在大量的产能过剩以及在错误的地方生产错误的产品等问题。例如，太阳资本认为，一些在墨西哥生产的低产量、高利润率的产品在美国生产的话会更合适，而一些高产量、低利润率的产品则更适合在墨西哥生产。同时，太阳资本还觉得，与行业内的市场领导者科勒公司（Kohler）相比较，美标在新品研发上做的还远远不够。

    Private equity firm Sun Capital Partners last week agreed to sell kitchen and bath company American Standard Brands to Japan's LIXIL Corp., in a $542 million deal that more than doubles Sun's original investment. Not exactly what too many folks would have imagined six years ago, when Sun was the only thing standing between American Standard and an "Out of Business" sign.

    American Standard has been a ubiquitous name in America's kitchens and bathrooms for more than 140 years, but it used to be part of a much larger conglomerate that also included large HVAC and vehicle controls divisions. By early 2007, however, the company listened to the Wall Street sirens and launched a breakup plan that would include the sale of its kitchen and bath unit to the highest bidder (the vehicle controls unit became publicly-traded WABCO, while the HVAC unit was sold to Ingersoll-Rand).

    Prospective bidders quickly learned that the kitchen and bath unit was "American" in name only, losing a bundle stateside while growing rapidly in Asia and Europe. In fact, it was expected that the ultimate winner would effectively shut down the American operations.

    Sun Capital had been paying careful attention to the process, in large part because it already owned a pair of much smaller U.S. fixture-makers: Crane Plumbing and Eljer Plumbingware, both of which Sun acquired in 2005. When Sun learned that the American Standard process was down to just Bain Capital and SAC Capital, it went to Bain with an offer.

    "We contacted them on a Friday when final bids were due on a Monday," recalls Sun Capital co-CEO Marc Leder. "They were valuing the American business at zero, or maybe even a bit less because of what it would cost to shut it down. So over that weekend we agreed to pay $130 million for a majority stake in the Americas business, which Bain took and added it onto its bid for the global business and outbid SAC. We have them an ironclad agreement that if they closed on the larger deal, we'd close simultaneously on the Americas piece."

    Bain won the overall deal for $1.75 billion, and would rename the Asia and European business Ideal Standard. The $130 million carve-out of American Standard was structured with $50 million of equity -- of which Sun put in slightly more than Bain for a 51% ownership stake. The remainder was debt.

    Sun's investment thesis was that American Standard had a lot of excess capacity, making the right products in the wrong places. For example, it was making certain low-volume, high-margin products in Mexico that would be better made in the U.S., and some higher-volume, lower-margin products that it thought should be made in Mexico. Sun also felt that the company was not doing nearly enough with product innovation, particularly when compared to market leader Kohler.