Wednesday, November 11, 2015

Was the Viking sale another Mississippi hustle?

The Courthouse News reported that Viking Range and its parent company Middleby Marshall, Inc. are suing former CEO Fred Carl, Jr. and other former Viking officers for fraud in Delaware Superior Court.  The plaintiffs seek $100 million in damages.  The Courthouse News reported:


  The purchaser of high-end stovemaker Viking Range is seeking $100 million in damages in Delaware superior court, claiming it never would have bought the company had it been told of a defect that caused the company's stoves to turn on by themselves.

     Middleby Marshall Inc. and Viking Range Corporation sued former CEO Fred Carl, Jr. and other former Viking Range officers in New Castle County Superior Court on October 29.

     Middleby acquired Viking Range in 2012 for $380 million, but soon discovered the company's officers had concealed important facts about the its products.

     "Had sellers disclosed the truth, Middleby would never have paid anything close to $380 million for VRC, and may not have undertaken the acquisition at all," the complaint says. Rest of article.
 Here are some choice passages from the lawsuit:

Viking’s value – the reason its residential cooking products command a premium price, and the reason Middleby was willing to pay a premium price to acquire VRC – rests on its reputation for high quality products and for standing behind those products with a level of service that purchasers of luxury goods expect. The information Sellers hid goes to the heart of that reputation. Had Sellers disclosed the truth, Middleby would never have paid anything close to $380 million for VRC, and may not have undertaken the Acquisition at all.

Sellers hid from Middleby, for example, 3. that VRC’s senior management, including several Sellers, had learned that certain VRC ranges – the Company’s core product – contained a design defect that allowed the ranges to turn on and heat up by themselves, without anyone touching them. Engineers and others at VRC recognized that this defect, which cut across a number of the Company’s models, implicated both safety and operational concerns. Despite that Sellers knew of this issue since at least the spring of 2011, Sellers intentionally failed to disclose it to Middleby.


This product safety issue has since led to a recall of approximately 60,000 ranges in the United States and Canada. It has also resulted in significant out-of-pocket losses and damage to the brand’s reputation and goodwill that will have an ongoing adverse effect on the sales of Viking products....

Sellers’ actions caused the financial statements of VRC at the time of the Acquisition to be severely overstated, further contributing to Middleby’s gross overpayment...

Middleby has been forced to spend millions of dollars in order to rebuild the Viking brand’s image and reputation...

Through their actions, Sellers knowingly and 7. fraudulently misled Middleby about the current profitability and future prospects for the Company. Had Sellers not concealed the truth about VRC’s business, Middleby would have paid tens of millions of dollars less for the Company, if they had bought it at all.....

Middleby has suffered total damages in an amount to be proved at trial, but in excess of $100 million.

After the Acquisition, Middleby learned that Sellers had intentionally inflated the purchase price by concealing important facts and overstating VRC’s financial statements. Among other things, Middleby discovered that Sellers had (i) intentionally concealed a product safety issue related to certain ranges; (ii) intentionally underaccrued warranty and product adjustment costs; (iii) failed to account for or disclose other liabilities thereby overstating their financials; and (iv) inflated the value of the Viking brand by downplaying the extent of customer service problems and the loss of confidence and respect at the dealer/distributor level.

70. In connection with this misconduct, Sellers not only intentionally caused VRC to breach several of its representations and warranties in the SPA, but they also fraudulently induced Middleby to enter into the SPA and complete the Acquisition at a grossly unfair purchase price of $380 million.

As demonstrated below, Middleby has suffered actual out-of-pocket losses exceeding $35 million as a result of Sellers’ fraudulent actions and VRC’s multiple breaches of representations and warranties.

72. But this $35 million is not an accurate reflection of the total Losses suffered by Middleby as a result of Sellers’ actions. Sellers understood that Middleby based the purchase price not on the book value of VRC’s assets, but rather on the value of its projected future earnings calculated by, among other things, applying a multiple of VRC’s earnings as represented by Sellers. In overstating those earnings, Sellers knew they would cause Middleby to pay a multiple of the amount of overstatement.

Apparently Viking was not doing so well.


What is more, Middleby has been forced to incur tens of millions of dollars to turn Viking around, rebuild its brand image and reputation, and allow it to achieve financial success. Middleby’s most senior executives have been forced to spend a disproportionate amount of their time fixing the issues that Sellers fraudulently hid before the Acquisition....

 Viking was forced to recall 60,000 units several years ago as they suffered from a design defect that caused the ovens to turn themselves on without warning or any action by the customer.  The complaint accuses Viking of knowing about this defect in 2011 and hiding it from Middleby:

Indeed, Middleby learned after the Acquisition that, as early as the spring of 2011, VRC had knowledge that liquid could pool inside the control panels of certain ranges and cause the oven or griddle to come on unexpectedly while the control knobs were in the off position. The Company even created special protocols for customer service representatives and technicians who received complaints of ovens turning on by themselves, highlighting that VRC’s senior management (which included certain Sellers) was aware of and concerned about the safety issue.

79. Middleby also learned that in 2011, after receiving multiple customer complaints regarding this safety issue, VRC engineers set out to determine whether they could replicate the problem at VRC’s headquarters. They quickly found that they could replicate the issue on VRC ranges, thus confirming that there was a serious design defect with the ranges.

Then Middleby apparently got a friendly notice from the Consumer Product Safety Commission:


 On August 5, 2015, Middleby received notice that the CPSC is investigating Viking to determine whether it complied with the reporting requirements of the CPSA or committed prohibited acts under the CPSA.

Middleby also claimed that the sellers refused to meet with Middleby to resolve any of these issues. The lawsuit makes other allegations that can be read in the complaint posted below.


39 comments:

Johnny Wadd said...

Sounds like they bought them a company off craigslist.

Anonymous said...

Don't know how much, if any, of this is true. However, if the accusations are true, Fred Carl and company are pretty slimy, and should be held accountable. Fred did well with Viking, but hired too many incompetent friends like Bob Gregory. Then they started running it like a country club and spa during the building boom when money flowed freely, rather than running it like a business.

political observer said...

Nice reporting job, Kingfish!

Anonymous said...

I read a whole of news daily, and I never have read or heard either anything about Viking ranges turning themselves on till today. Guess I just missed this. We considered putting one in our house when we remodeled a few years back. Glad we didn't now.

Kingfish said...

google viking recall.

Anonymous said...

The Viking recall site says even their toaster was toast--Viking quit making them.

Anonymous said...

Caveat Emptor

Anonymous said...

So, Fred Carl Jr. is joining Mississippi's Hall of Shame along with Dickie Scruggs, Bernie Ebbers and others who reached the top of their professions only to be unmasked as cheats?

Let's face it: Mississippi has a long-standing honor problem that regularly snags our most successful leaders (we can all think of some really successful but ethically challenged politicians who should be listed as well).

Mississippi universities and colleges should address the State's honor problem by instituting strict honor codes with the single sanction of explusion for those who lie, cheat or steal. Need to get the message across starting at least in university that Mississippi will not tolerate lying, cheating or stealing.

Randy Wallace said...

Serious allegations and their lawyer at Skadden wrote the book on corp law in Delaware. This will be extremely costly for the defendants.

Anonymous said...

We've only seen one side of the lawsuit. This company didn't solely rely on Fred Carl's word when it bought the business. The real story will come out. Giving our Mississippi friends the benefit of the doubt... this could be a case of buyer's remorse and wanting to recover a portion of a bad investment.

PittPanther said...

I knew something was wrong once Viking stopped sponsoring the golf tournament. They knew what was coming...

Anonymous said...

Due diligence. Instead of a test drive they trusted the used car salesman.

Watches Bootie Tighten Up said...

Not even Butler Snow will be able to extract the acorn implanted in Carl's rectum. One last trip to the Crystal Grill and it's over for the Greenwood prince.

Anonymous said...

Ebbers didn't produce faulty products. Obama's murderous illegal aliens get off for less.

#FREEBernieEbbers

Crotch pot cooker said...

Sounds like it's time for the new owner to make lemonade out of lemons. Perhaps they could market the Viking range as a crockpot, put a roast in and when it decides to turn itself on, it will cook the meat

Anonymous said...

Maybe it's just me, but perusing the complaint, it appears that they are basically accusing the Viking folks of selling a bad product. Fair enough, but if they can afford to hire Skadden Arps for the lawsuit, I imagine that they had a phalanx of CPAs, corporate lawyers, and investment bankers advising them on the deal and doing "due diligence." I'm kind of thinking that they probably got exactly what they bargained for and now don't like it.

Anonymous said...

Really... This is news? It is a time honored tradition, and teaching even, to accentuate the positive and minimize the negative in sales. Where did all of these jet pilot, rocket scientist , neurosurgeoneons , math wizards go to school?

Burnin my ass said...

I fell for the Viking range hoopla back in the building boom days. I'm now the not so proud owner of a $5,000.00 range which is a piece of shit hunk of stainless steel. It took me about 2 years before I realized I'd been had. The oven is on par with any cheap ass whirlpool and the burners need igniter replacements as often as I need an asswhoopin for sucking into the sham.

John Carradine In Black said...

4:15; The flaw in your comparison is that both Dickie and Bernie went to jail. Carlie has not gone to jail.

While it would be much easier to just design a good product to begin with, or to engineer out known defects when they present, it's much more fun to trick someone into buying the defective one.

Almost as much fun as The Three Card Monte and even involves a cardboard box.

Anonymous said...

For Middleby to claim they didn't know of the extent of Viking's quality problems is ridiculous. It wouldn't have taken much effort to conduct market surveys, read online consumer reviews, or check out the low ratings of Viking products in many publications at that time. Or for goodness sakes talk to the many people in the appliance industry that were very aware of Viking's quality issues. Oh wait,they are in the appliance industry.

Kingfish said...

I'm living in a box......

Ain't Foolin' Me... said...

5:47; You omit consideration of the fact that Middleby has its own cadre of engineers who are well educated in the skill of product testing. Was Viking ISO certified? If so, were the annual inspections and audits not read? And they could have found copies of Consumer Reports at most any library.

Anonymous said...

>>Crotch pot cooker said...

Sounds like it's time for the new owner to make lemonade out of lemons. Perhaps they could market the Viking range as a crockpot, put a roast in and when it decides to turn itself on, it will cook the meat<<

According to this recall at least 21 people reported cooking with their Viking dishwasher too!

Viking Range Expands Dishwasher Recall Due to Fire Hazard

"Incidents/Injuries

Viking has received 136 additional reports of overheating connectors, including 21 reports of fires with property damage. No injuries have been reported. In the previous recall, the company had received 21 reports of incidents, including five reports of property damage from fires. No injuries were reported."

Apparently there is no need to even load the food into the dishwasher to cook it. Just leave anywhere in the kitchen and take your chances!

Anonymous said...

Dickie Scruggs, Bernie Ebbers, and Fred Carl are all White Protestants. They are not protected by ethnoreligious 'parallel power structures', as are some members of other groups, who do far worse, with apparent impunity.

In any event, this seems to be more about predatory business strategies on the Part of Middleby, than about deception on the part of Viking.

I found Wikipedia to be most informative on the subject of Viking, just now. For reasons of snobbery, we've always avoided "big,fancy, Redneck kitchens", when we've built. We're fine with white Formica counters, concrete floors, and whatever ordinary white appliances our maid picks from the 'dented' section, somewhere. So, we have no experience with Viking. Seems we dodged an expensive bullet. Still, it's sad to see a predatory corporation pick the bones of a man who built a company and did his best to save his hometown.

exjxnres said...

Someone mentioned Whirlpool Corp. If you want to see a large re-call list, just check out this website and look up the reports on their purchased brands of clothes washers and dishwashers. It seems there is a faulty control panel that has been installed for years that was accused of catching fire and damaging homes.

Previously posters are correct, do the research before investing big or small.....

http://www.whirlpoolcorp.com/brands-we-love/

Anonymous said...

Conspiracy theorists here need to get a life. Viking created an niche in an industry by replicating restaurant-style appliances for the home. It could have been founded anywhere but happened to call MS home. Fred Carl kept Greenville on life-support for years. Unfortunately, the quality of the product did not match the appearance. For all the money they spent on due-diligence, Middleby could have subscribed to Consumer Reports and at least discovered the reliability issues. This is nothing but buyer's remorse - housing prices collapsed and home improvement tanked. They bought an over-valued asset based on past performance. Also, every manufacturer has since caught on that stainless-steel improves profit margins...

Anonymous said...

I was under the impression that Viking had a good idea and didn't start with a sub-standard product but rather grew too fast and didn't pay attention to replacement parts and maintaining standards.
There was more attention to the fast buck than to keeping the golden goose well fed.
So, while I suspect Middleby knew there were manufacturing, part replacement and quality control issues, finding out how severe they were, may not have been as easy as some who have commented seem to think.

Anonymous said...

@11:28 AM It is Greenwood NOT Greenville.

PittPanther said...

11:28 is spot on. Consumer Reports has been lukewarm on Viking (and SubZero) for years. But I guess people who buy billion dollar companies don't read magazines... Or assume the magazine people don't understand the "high end" market.

Anonymous said...

11:28 AM here with profound apologies to both cities for confusing the names. I have enjoyed several evenings at the Alluvian and Giardina's and found Greenwood to be very hospitable. It should also be noted that the acquisition valued Viking at less than 2x annual revenues - Middleby went in in eyes wide open. And, no, this is not Fred...

http://www.chicagobusiness.com/article/20130119/ISSUE01/301199979/middlebys-selim-bassoul-has-big-plans-for-viking

Anonymous said...

You people claiming that due diligence would have avoided all this, are only partly correct. While due diligence that examined all the nooks and crannies (including what is alleged to be hidden reports) may have led the buyer to walk away, but those reps and warranties are what protect the buyer in cases where the sellers are trying to sell a bad asset. If the sellers represented/warranted that no such defects/liabilities existed as the complaint alleges, they'll have to give the money back.

Shatook Patel said...

Who gives a shit? After The Cotton Council (and market) went to shit, Medart Locker Company propped Greenwood up for years, then failed, and then Fred came along and injected the failed economy with a dose of vitality. Shit happens. Move along.

Greenwood used to have the finest motels in the state with attendant buffets for Sunday dining. Now the Patels own them all. Greenwood, sadly, has fallen prey to things we can't mention here without being zapped.

Anonymous said...

Imagine you sold your 20 year old house to a buyer from Illinos with a Delaware mailing address. Soon after the closing the new owners install gutters. 2-3 years later they sue you because the foundation (that sits on Yazoo Clay) shifts. The buyer was represented by a realtor, had their own inspector and closing attorney. Note: The house also had a full Viking kitchen which increased the marketability.

Things to consider: Middleby closed the dishwasher plant in their first phase of restructuring. Refrigeration and Dishwashers were never Viking's strong suit, hence the name Viking Range Corporation - there are faults with the ranges too, but just like a house that was sitting pretty without a single crack on the outside, things change when you put a gutter on it.

Rain Gauge said...

10:59; Please explain. Gutter companies say your house is less likely to shift or develop structural issues if you install their products. Are they lying?

Accurial said...

The CPA firm that certified Viking's financial statements used by the purchaser for its due diligence are probably meeting daily to determine who will be sacrificed.

Anonymous said...

Aren't vikings just white folks that loved to plunder other folks?

Anonymous said...

"Aren't vikings just white folks that loved to plunder other folks?"
November 14, 2015 at 7:57 AM

No. They were much more. http://www.livescience.com/32087-viking-history-facts-myths.html

Anonymous said...

As someone who can confirm with 100% accuracy, yes, this company knew about the problem. I know that it was reported on at least a handful of ranges as far back as 2009. The company was lemon that would rather invest in golf tournaments instead of R&D or Quality.

kennard said...

don't the doors fall off Viking refrigerators?

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