George P. Baker (1)

Finance Capitalism and Corporate Excess
KKR is a truly unique institution. Are they merchant bankers, acting as fiduciaries in behalf of their clients? Or is it accurate to derisively call KKR takeover specialists, rapacious and always on the lookout for corporate prey? It is indeed difficult to pin a generic label on what KKR is doing--it depends on which side of the political fence you are in--but what we do know is that KKR is the acknowledged leader of the leveraged buyout, a branch of private equity investing which allows investors to profit from sizeable anomalies between a company's potential value and its current value, in part through the introduction of substantial levels of debt in a company's capital structure. As Baker and Smith explains: "By employing high levels of debt...they minimized the cost of buying the equity, which they shared with the target companies' managers. Assuming that the cash flows of the acquired businesses would be more than sufficient to repay the borrowing, [KKR's] success depended on a combination of timely debt reduction and the promotion of longer-term efficiency."

"The New Financial Capitalists" is by far one of the best books dealing with KKR and LBO finance in general. Apart from providing an inside track with regard to understanding the raison d'etre behind buyouts and their critical success factors, this book has a wealth of information regarding specific transactions led by KKR, of which the $31 billion buyout of RJR Nabisco is undoubtedly the most well-known. The authors conclude that LBOs and, by extension, the existence of private equity takeover specialists such as KKR, yield long-term benefits to the economy which are far in excess of the intermediate costs such as employee dislocation and onerous debt servicing.

KKR sought to break new ground in enhancing shareholder value: it compelled investees to maintain a focused business strategy and to divest or spin off underperforming operations, and it was highly instrumental in making corporate America realize that capital is a scarce resource which must be judiciously employed. As an instrument of financial and managerial reform, KKR helped reconcile the interests of corporate managers and shareholders, by requiring senior executives to have a direct economic stake (i.e., become stockholders) in the companies they manage.

The analysis of some of KKR's failures underscores that, by using leverage as its weapon of choice, KKR is in effect a high-wire act. However, the presence of debt in the capital structure is also extolled as a disciplining force for managers who have become used to high free cash flow levels and low debt. Thus, what KKR and other LBO practitioners are in effect saying is that a company's operating and investment decisions are not completely independent of its debt-equity ratio.

This book deserves to be read because it is an absorbing study of leveraged takeovers seen through the lens of a pioneering firm.

(Posted in Amazon.com, May 28, 2004)… (meer)