Longreads + Open Thread

GLP-1s, Privacy, Seeing Like a State, Security, Pseudonymity, The Canon, Buybacks, RJR

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Longreads

Books

Barbarians at the Gate is justifiably considered a classic of business writing. It's the story of the 1988 fight to acquire RJR Nabisco, so at one level it's a series of business questions: how much cash flow does this particular food and tobacco conglomerate generate, how fast does that grow, and how much could you get away with borrowing against it? Those business questions end up functioning more as scenery and context for a broader story about human failings, miscommunications, petty drama, and the winner's curse.

A surprising number of the key plot points revolve around miscommunications: the drama starts when RJR's CEO, Ross Johnson, puts together a deal to take the company private at $75/share, after it had been trading in the 40s. This was a nice premium, but below what the stock could ultimately support. Henry Kravis at KKR had talked to Johnson about doing exactly this kind of transaction over the years, and was miffed that he hadn't been included in the deal. And, in the course of asking around about it, heard something that indicated to him that the RJR buyout team was being unusually aggressive, as if they thought their offer was cheap but wanted to box other bidders out of the deal. (Specifically: there were a handful of large banks that dominated the business of lending to LBOs, and these banks were happy to offer their services to multiple competing bidders. Kravis thought one of them indicated that his bank was under an exclusivity agreement, which turned out to be untrue—a bit of confusion that wasn't resolved until KKR put in its own bid at $90.)

The story goes through a number of meandering, Shakespearean turns, as different sides debate over whether they're opponents or ought to join forces. The latter comes close to happening, but in the end a joint KKR/management bid gets blown up over the ridiculously petty question of which investment bank gets its name placed most prominently in the deal announcement. Most of the time, having more specific terms that are open to negotiation means that it's easier for two sides to hammer out a deal, since each one probably values different things. But with enough egos involved, it's the opposite: more points to negotiate on means more opportunities for two sides to each insist on getting something only one of them can get. In this case, Salomon didn't want to do a bond offering if Drexel was listed as the lead underwriter, and Drexel didn't want to do an offering where it wasn't. As it turns out Salomon did not particularly need to worry about Drexel getting the better brand placement, given that within two years Drexel would be bankrupt.

As a general rule, you don't want to be the main character in someone's career-making book about business. There's just a lot more excitement in ultimately bad deals involving dysfunctional organizations and pointless infighting. It probably did make sense for RJR to spend some time outside of private markets: a tobacco executive's incentive is to acquire food stocks to make their stock less depressing to evaluate—when you're weighing cash flow against cancer, you tend to get to grim results. But the incentive for an owner is to just say that a cigarette company sells cigarettes, it makes a lot of money but it'll taint anything else it's involved in. That's the kind of cold-blooded calculation that leveraged buyouts are supposed to encourage, but they're executed by warm-blooded people who react to more than just net present value calculations.

Open Thread

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