Brooks Automation was a public company until Thomas H. Lee Partners bought its semiconductor-automation business for three billion dollars in 2022. Now THL wants the public markets back. The Wall Street Journal reported Thursday that Brooks Automation Holdings, the Chelmsford, Massachusetts semiconductor-automation company owned by THL, has confidentially filed a draft registration statement with the Securities and Exchange Commission for a proposed initial public offering. The number of shares and the price range have not been set. Read those two sentences and you have the whole private-equity business model: take a real company private, sit on it for a fund cycle, and sell it back to the public at the markup. THL didn’t build Brooks Automation. They bought it from the people who did. Now they are asking you to buy it back at whatever the roadshow deck will bear.
The case for what THL did is not nothing. They wrote a real check — three billion dollars — for a real operating business with real engineers, real customers, and a real product line. They presumably trimmed costs, refocused the strategy, and prepared the business for another public-market run. Pension funds and university endowments that committed to THL’s funds will get their money back, with profit. Capital was allocated. A company was, in some meaningful sense, run. The model’s defenders will tell you, accurately, that private equity provides patient capital, takes risk, builds companies, and frees management from the tyranny of quarterly earnings. The patient-capital story would have THL buy the whole company and tend it through the slow years. What THL actually did was buy the high-multiple semi piece and shed the slower-growth life-sciences business as Azenta. The fund kept what compounded fastest and dumped what compounded slowest. That is asset selection, not patient capital.
The prosecutors’ version is darker and not without evidence: a buyout shop borrows heavily, extracts fees and special dividends along the way, optimizes for the next exit, and dumps the long-term consequences on the workers, the customers, and the town where the company sits. Both versions can be true at once. The question worth asking is which one is doing the work. The answer is in the words the company used in its filing. Confidentially filed. Subject to market conditions. Has not yet been determined. The whole filing is built to keep the public — the people being asked to put up capital — in the dark until the price is set. The price is what they will bear; the disclosure is whatever the SEC will accept; the structure is whatever the bankers can sell. This is not a return to the public markets in any meaningful sense. It is a private auction staged to look like a public offering. The institution you are being invited to own did not come home to you. It is being delivered to you, by people who never intended to keep it, at a price they have not yet decided to ask.
I used to trade the futures on the corn my neighbors grew. I sat in a tower above a Chicago trading floor and watched the screens flash the prices for paper claims on real crops grown by people exactly like the people who work at a place like Brooks Automation. I did not think much about the people in the field when I was trading. The mechanism does not encourage you to think about them. The mechanism encourages you to think about basis points and exit multiples. I walked away from that desk. I came home to a co-op floor where the people whose crops I used to trade bring me their grain and ask what I can give them for it. The mechanism is different there. The question is not “what is the next exit.” The question is what is a fair price for the work these people did this year, and how do we keep enough of the surplus in the county that we still have a county in ten years.
The private-equity flip severs a business from its place. Chelmsford, Massachusetts, is a real town with real engineers and real schools and real churches and a real economy that is partly Brooks Automation. When a buyout shop buys a company like that for three billion dollars, runs it for the duration of a fund cycle, and tries to flip it for whatever the public will bear, it is treating that town’s livelihood as a disposable abstraction. The company becomes a line on a spreadsheet in a Boston office tower. The people become line items. The town becomes irrelevant once the exit is complete. The semiconductor-automation engineers in Chelmsford, the floor people who built the actual tools, will not see the IPO pop the way THL’s limited partners will. That is the deal. The deal is always the deal.
This is the part your movement used to understand. The conservative case against this is not a left case. It is the case Edmund Burke made when he prosecuted Warren Hastings for what the East India Company did to a country it had been given authority over. It is the case Louis Brandeis made when he called bigness a curse rather than an efficiency. It is the case the co-operative tradition has been making since the Rochdale Pioneers opened their store in 1844. You can see the same coat on the General Atlantic filing in August — same private owner, same flip-back-to-the-public move — and on the Westinghouse filing last month, where a private owner is asking the public to finance a nuclear revival it had previously decided was somebody else’s risk to carry. The names change. The arithmetic doesn’t. A thing is built by people who get paid wages. The thing is bought by a fund that pays itself fees, levers up the balance sheet, and waits for the moment when “going public again” sounds like a growth story rather than an exit. The growth story is whatever the roadshow deck says. The exit is what the fund actually does.
This is not the language of class warfare. It is the language of distributism. It is the language of subsidiarity, properly understood. It is the conservative insight that economic decisions ought to be made by people who have to live with their consequences — and the counter-insight that ownership is a relationship of stewardship, not a financial position to be flipped for gain. The earth was given for all. Private property is legitimate, but it answers to that prior truth. A fund that buys a company for three billion dollars and sells it for whatever the market will bear is not exercising stewardship. It is exercising extraction dressed up as stewardship.
Concentration of capital is the same disease in every coat. When the coat is corporate it is called a private equity fund. When it is a state monopoly it is called a five-year plan. The damage to the working town is identical in either case. We do not need to choose between the rentier corporation and the centralized state. We need to build the third thing: distributed ownership, capital held close, decisions made by the people who do the work.
The co-op I manage sits two miles up Highway 13 from the old railroad yard in Adams, Wisconsin. We are not glamorous. We do not file confidential IPO prospectuses. We do not have a fund manager in Boston. We have members who know each other’s first names, who sit on the board, who vote one-member-one-vote, who keep their margins and reinvest them in the next season’s crop instead of in a dividend recapitalization. We do not flip. We do not exit. The members own it, the members govern it, and the surplus stays in the county where the work was done. It is a smaller thing. It is a slower thing. It is also the thing the rentier cannot buy, because the rentier cannot own what is already owned by the people who work it.
A country that calls itself conservative ought to conserve the institutions that anchor a town. A country that calls itself populist ought to put ownership in the hands of the people who do the work. THL’s IPO will print money for people who will never set foot in Chelmsford. Our co-op will print money for people who will live with the consequences. The difference is the whole argument.
Leave the town its life. That is what we used to mean by conservatism.