leveraged-buyout

The novel was very informative in the area of successuful leveraged buyouts. This novel would be an excellent textbook for students in business programs. In fact, some college finance groups, found it better than the actual prescribed textbook, in identifying the key factors involved in a leverage buyouts and the examples brought the information to a more understandable level. The company examples used allowed a case style approach, which is what most business schools use at present. The chapters explained, in detail, the process to evaluate LBO's and determine whether they are acceptable or not. It was an excellent, well written, informative book!

Someone (perhaps it was I) has said that bankruptcy is corporate finance with negative signs. This has always been true but it is amazing how far mainstream finance has gone to try to resist the comparison. The resistance must be, must have been more cultural than economic, because it is axiomatic that anything is a bargain at the right price, and that there is no more or less money to be made in "distress investing" than in any other. Two generations ago, there seems to have been only one person in American that really understood this point - the late Max Heine, who made his grubstake by investing in out-of-favor railroad bonds in the Great Depression, and then riding the wave of prosperity that emerged in World War II. In the same vein, 40 years ago just about any bankruptcy judge would have looked on an "assigned claim" as some kind of monster.

Times have changed. Now everybody's an arbitrageur. The "vulture investors" have their conferences, their social clubs, and for all I know, their own softball team.

Stuart C. Gilson"s "Corporate Restructuring" symbolizes the sea change from the old attitude to the new. It adds the imprimatur of the Harvard Business School to the notion that vulture investing is just another way of making money. As others have noted, this isn't a work of high theory - indeed it has a kind of slapdash, direct-off-the-photocopier feel that is remarkably common in business publications. For fancy theory, you look elsewhere - in law to the likes of Douglas Baird or Lucian Arye Bebchuk; in finance to the developing lore of "real options." But the case studies are an excellent device for getting a sense of the texture and possibilities of vulture investing. It can be read with profit alongside Hilary Rosenberg's "The Vulture Investors." Ambitious students who want the full theoretical framework will match it with David G. Luenberger's "Investment Science." But Gilson's work has merit on its own as one kind of introduction to this revolution in investment thinking.

This is an extremely important book that nimbly moves where no one has gone before to explain the value creation through corporate restructuring and turnaround. It does so by complementing real world case studies with well-focused introductions of theoretical concepts, analytical tools, and legal/tax framework. As a restructuring consultant, I found that the book contains much useful practical information on the restructuring process that turnaround practitioners can find helpful in their practice. The case studies themselves include useful applied, institutional information about how various types of restructuring are done, what motivates restructuring, what different restructuring options are available for dealing with a particular problem or challenge, etc. I find that it goes far beyond the legal framework of bankruptcy resolution to show how conflicting stakeholders claims play to create or destroy value. The book undoubtely breaks new ground in explaining the restructuring strategies and processes. I recommended the book to many of my colleagues in reorganization and restructuring services as I believe it shoud become essential reading for students, creditors, debtors and consultants as they face the complex operational, legal and financial challenges of distressed situations. The price: I found it steep at first glance but then I changed my mind when I compared it to other professional books in the industry.

Without question, Professor Gilson's book is the SEMINAL WORK on creating value through corporate restructuring. It is essentially the Graham & Dodd "Security Analysis" of the corporate restructuring sector. A "must read" on corporate restructuring for investors, professionals, executives, managers, and students. The benchmark against which any other text in this area should be measured. Wealth of practical, yet sophisticated information about real world "how to's" of corporate restructuring. Harvard B-School case study format. The Harvard case studies are carefully designed to provoke discussion and challenge readers to consider the options for restructuring companies facing potentially "life-threatening" business challenges or crises. These companies have actually been through various restructurings (bankruptcy, spin-offs, tracking stocks, mergers, layoffs, etc.); insight comes from real companies and their real challenges. Definitely a useful textbook in any undergraduate or MBA level course addressing these topics (topics unfortunately mostly ignored by writers and universities until now.) Excellent work describing various restructuring processes. For example, Professor Gilson describes in detail Chapter 11 bankruptcy reorganization tactics such as tax issues to be addressed prior to spinning off a division, tracking stock alternatives, and business analysis associated with employee downsizing. Valuable essays on investing in debt of troubled companies and valuing companies during restructuring. Useful introductory chapters summarize case study lessons and list relevant research on related topics. Japonica Partners has been active in the restructuring area since the late '80s, and has created over $2 billion in value for our investors. We've found no other resource in this sector that comes close to this book. Many of our professional team members have already found value-added in its pages. Perhaps Professor Gilson will follow up with a second book (for instructors only) providing a transaction analysis on the evolution of each case.

Barbarians provides a detailed look into the biggest LBO in history - RJR Nabisco. The author does any amazing job of describing the events, people, industry and money involved in this transaction. The author paints a perception of what drives men in the LBO industry - ethically and economically. He doesn't try to sway your opinion one way or the other. The chain of events, themselves, makes this book worth reading - no player in this transaction is left untouched. I recommend anyone interested in LBOs to pick and read this book. Tremondous insight into the LBO/power player industry

To start explaining this book you must understand that the book has been written by two investigative reporters, so it reads like a well written novel. In fact with some of these books you must remind yourself that it is not fiction.

The other thing is that the authors emphasize the people and what they think, their motivations, their egos and their vulnerabilities. It is not a financial book. It is more of a novel. When you combine the writing plus with the emphasis on the people you get a best seller - as we have.

Here is the situation. The CEO's of some of these corporations get greedy and decide that making millions per year and having a fleet of their own jets - is not enough. They want to borrow money and buy the whole company. That is what we had here. The CEO Ross Johnson proposes a leveraged buy out (LBO) of RJR-Nabisco, which had previously merged. His idea is to borrow money and buy all the stock. So it is really a story about Ross Johnson and whether or not he could pull of this (theft) purchase from the shareholders by borrowing enough money. He is abetted by bankers and investment people, and they all want a piece of the action and large fees. It is all quite fascinating stuff.

But he hits a snag. The prize is too big and draws other people into the fray.

Like sharks smelling blood in the water he attracts KKR runs by Henry Kravis - a New York based LBO company. It decides it wants to get involved. The book takes us like a suspense novel through various negotiations and heavy duty meetings in Manhattan until it is finally settled. It makes for a fascinating read.

Recently I read another book that I thought was quite different but just excellent. Ross Johnson in the present book RJR-Nabisco was the CEO of a large public company and he became such by working his way up through the ranks. To me a more fascinating book is Losing my Virginity by Richard Branson also at Amazon.com. Branson starts his career by himself selling a magazine as a teenager, starts Virgin Records, takes on and beats back British Airways with Virgin Airways, and does it all with a flair for the dramatic - and often he owns the companies.

Jack in Toronto

Why read fiction when all that you have to do is open the Wall St. Journal? Barbarians at the Gate gives the reader insight into the behind the scenes details that go into a major corporate transaction. Laymen, don't be swayed!!! This work of non-fiction reads like a Grisham or Turow novel. Deals are cut, backs are stabbed, and a lot a money changes hands. Just another day at the office for players in this arena. Having become a mergers & acquisitions advisor subsequent to reading this book, I have come to realize how true to life it actually is. Heylar and Burroughs do an excellent job of explaining the complexities of a buyout without inundating the reader with boring (trust me...boring) details. This book is a must read for people interested in a good story, as well as people interested in life on the Street.

Autopsy of a Merger (subtitled, Trans Union: The Deal That Rocked the Corporate World) is the inside story of one of the most controversial mergers in corporate history.

This case study of a megamerger in the age of mergermania should be read by everyone interested in mergers and acquisitions, leveraged buyouts, corporate governance, directors' and officers' liability, the social trauma of takeovers, and the impact of the media on major corporate transactions.

The subject is the 1981 acquisition of Trans Union Corporation by the billionaire Pritzker family of Chicago. Trans Union, then a New York Stock Exchange listed company that last ranked no. 278 of the Fortune 500, was a billion-dollar company with a hundred-year history.

The deal was struck shortly before a gala opening night party commemorating the 26th season of Chicago's Lyric Opera. What followed was an opera of another sort -- a montage of drama, intrigue, tragedy, comedy, hope, despair, broken dreams and new opportunities with a real-life cast of characters more captivating than one would find on any ordinary state. It was, some would say later, stranger than fiction.

Four years later, in a landmark 1985 decision that shocked the corporate world, a bitterly-divided Supreme Court of Delaware held that the former Trans Union board of directors had been "grossly negligent in that it failed to act with informed reasonable deliberation in agreeing to the Pritzker merger." The Court's astounding 3-2 decision, which is included in an appendix to the book, would transform the ground rules for corporate takeovers.

In thirty exciting chapters, the book takes the reader through every step of an extraordinary corporate takeover, from the opening night at the opera to the Court's history-making decision.

Autopsy of a Merger cuts the deal to the bone. The "ins" and "outs" of the merger negotiations, the battle of wits and nerves, the financing arrangements, the legal entanglements, the much-ignored human consequences of corporate takeovers -- all of these, and more, are laid bare in this unusual, behind-the-scenes book. As an added bonus, the book includes one of the most comprehensive bibliographies on leveraged buyouts ever assembled.

Here is what some reviewers said about the book when it was first published:

CRAIN'S CHICAGO BUSINESS: "What Mr. Owen did was spin the story in one fascinating narrative. And that's what makes the book so interesting. For those of us who enjoy reading about business as a form of recreation, the Trans Union saga makes for great entertainment."

CHICAGO TRIBUNE: "Delves deeply into the merger negotiations . . . worth the book's $19.95 price. . . Perhaps an even greater contribution of the book, however, is Owen's description of the merger aftermarth and its effects on employees . . ."

INVESTOR RELATIONS MEWSLETTER: "Closely examines the business drama and human pathos involved in the most controversial merger in corporate history. Must reading."