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before the play begins and 224,000,000 shares outstanding The market capitalization was $112 billion The corporate tax rate was 34 A reasonable debt rate for a highly levered firm was 12 For 1988 RJR's cash flows from operations were $1,480 million The income taxes paid were $682 million and interest paid was $486 million (long-term debt was $4,975 million) The net income applicable to common stock was $1378 billion and income to its total equity was $1393 billion Cash dividends on common stock were $475 million
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On September 10, 1985 RJ Reynolds Tobacco Company had bought Nabisco Brands, Inc for $49 billion, thereby forming RJR Nabisco, Inc The corporation's two major subsidiaries included RJ Reynolds (Tobacco) and Nabisco Brands, Inc During 1988, its food division accounted for approximately 58 percent ($99 billion) of total sales while the tobacco division accounted for the remainder ($71 billion)
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In September 1988, Henry R Kravis of Kohlberg Kravis Roberts & Co (KKR) discussed with F Ross Johnson, CEO of RJR Nabisco, the possibilities of organizing, with Johnson's cooperation, a leveraged buyout (LBO) of RJR Nabisco The next month during an RJR Nabisco board of directors meeting, Johnson announced that he and a group of senior managers together with Shearson Lehman Hutton Inc (Shearson) intended to take the company private using a leveraged buyout The tentative price was set at $75 per share Based on a $50 stock price this was a 50 premium, a reasonable premium When RJR's board of directors announced the Management Group's offer, a Special Committee was formed to study the offer
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LBO of RJR Nabisco (1988) ___________________________________________ 109
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and alternatives Financial advisors (Dillon, Read & Co Inc and Lazard Freres & Co) and legal advisors (Skadden, Arps, Slate, Meagher & Flom) were retained by the Committee On October 24 KKR announced its leveraged buyout plan to acquire RJR shares at a price of $90 KKR expressed its desire to keep negotiations friendly and called for senior members of management, including Johnson, to join KKR's acquisition efforts KKR began its tender offer for up to 87 percent of the outstanding shares at $90 per share KKR also announced its intention to exchange untendered shares for new securities in a second step Confidentiality agreements between KKR and the Special Committee were executed allowing KKR access to confidential information about the company The Committee set the ground rules whereby interested parties were to submit the potential purchaser's highest offer by 5:00 PM, November 18, 1988 By the November 18 deadline, the management group offered to buy 175 million shares at $100 cash per share Shares not tendered or accepted would be exchanged in a "cram down merger" for $56 cash, preferred stock, and convertible preferred stock There were an average of 233 million shares outstanding during 1988 The Management Group hired Salomon Brothers Inc as an advisor KKR offered $94 cash for 177,565,220 shares Any untendered shares would be exchanged for 21786 shares of preferred stock and senior convertible debentures The total value of the package was estimated to be $94 per share The Committee granted the bidders additional time to work out the details of their proposals by extending the deadline from November 18 to November 29, 1988 On that date the Committee accepted revised bids from management and from KKR Management offered $112 cash and a package of securities (PIK preferred, convertible preferred stock) with an estimated value of $112 PIKs are securities which give the issuer a choice KKR offered $109 cash for up to 165,509,015 shares of common stock (representing approximately 74 percent of the unrestricted shares of common stock prior to the tender offer) The security package (PIK preferred stock and convertible debentures)
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