The New Financial Capitalists : Kohlberg Kravis Roberts and the Creation of Corporate Value

A widespread misunderstanding concerning leveraged buyouts (LBOs) is the belief that they accomplish little but the ruin of companies and the loss of employment. How else could it be? Until recently, journalists, including much of the business press, have depicted LBO specialists as generally greedy, if not sinister, forces whose activities compound the dislocations of modern American economic and social life. This kind of criticism reached a crescendo in the press and in Congress at the end of the 1980s, and Kohlberg Kravis Roberts found itself in the middle of the controversy. Based on interviews with partners of the firm and on unprecedented access to KKR's records, George P. Baker and George David Smith have written a definitive account of how KKR has approached LBOs in a book that will appeal to the specialist and general reader alike. The authors focus on KKR's founding, evolution, and innovations as ways to understand issues in modern American business. In examining KKR as a unique form of enterprise--one that subscribes to a set of alternative perspectives on business and value creation--the book bridges the gap between public perception and academic knowledge of how financial innovation impacts economic life. The firm's approach to leveraged buyouts was an important aspect of the corporate restructuring and governance reforms in the American economy from the mid-1970s through 1990 (the years of what some have called the "leveraged buyout movement"). KKR and other companies fundamentally altered the prevailing perception of the role of debt in the modern American corporation and established an alternative model for organizing and managing corporate enterprises. KKR financed the companies it acquired with high levels of debt, while linking their ownership to management. It then imposed rigorous monitoring by the board of directors over the companies in its portfolio. This combination of factors forced managers to concentrate not on growth but rather on how to achieve value through whatever means was most appropriate to the company's circumstances. The purpose of the leveraged buyout was to realize, or "create," value in companies by reforming their management systems. KKR's approach to restructuring the relationship between owners and managers in a highly leveraged firm rested on a basic principle: Make managers owners by making them invest a significant share of their personal wealth in the enterprises they manage, and they will have stronger incentives to act in the best interests of all shareholders. Kohlberg Kravis Roberts's approach to leveraged buyouts was an important aspect of the corporate restructuring and governance reforms in the American economy from the mid-1970s through 1990. During that period, KKR crafted a series of progressively more elaborate deals tailored to specific companies and market conditions. Through its creative debt financing and its relationships with an evolving cast of investors, companies, and managers, KKR drove the scale and scope of the buyout phenomenon to unprecedented highs. This book, first published in 1999, examines KKR's record in detail. Based upon interviews with partners of the firm and on unprecedented access to KKR's records, George Baker and George Smith have written a balanced and enlightening account of how KKR has approached LBOs. The book focuses on KKR's founding, evolution, and innovations as ways to understand issues in modern American business. In examining KKR as a unique form of enterprise, the book bridges the gap between public perception and academic knowledge of the leveraged buyout. KKR's founders had little inkling of what they would accomplish when they set up shop in 1976 to practice their unusual method of acquiring small companies. Throughout the 1980s, KKR drove the scale and scope of the leveraged buyout (LBO) to unprecedented heights by acquiring companies largely with debt, making managers owners, and monitoring performance closely. Their goal was to improve the long-term value of the assets in order to earn extraordinary returns Contents 8 Preface 10 The Rebirth of Financial Capitalism 16 Recasting the Role of Debt: Creative Leverage and Buyout Financing 59 Redefining Value tn Owner-Managed Corporations 106 When Risk Becomes Real: Managing Buyouts in Distress 139 KKR as an Institutional Form: Structure, Function, and Character 178 Into the Mainstream 207 Appendix 222 Note on Sources for Financial Data 225 Notes 226 Index 258 978-0-521-64260-6 Baker and Smith offer a balanced account of the controversial firm that radically changed the American corporate scene after a leveraged buyout. Based on unprecedented access to Kohlbert Kravis Roberts' records, this piece offers a key to understanding modern American business.