(5 of 7)
Bankers, too, are taking a harder look at the risks, and some junk-bond buyers are becoming picky. While cash has poured in from such staid investors as the Harvard and Yale endowment funds and many state pension plans, other money managers are refusing to play. Says New York City comptroller Harrison Goldin, who oversees the investment of some $30 billion in pension funds: "I cannot condone activities that divert so much time and energy from investments that create new jobs and opportunities to those that reshuffle chairs. Pension-fund managers are supposed to invest in the American economy."
While that may be true, even the U.S. tax code is a strong ally of LBO artists. Since the interest on junk bonds and bank loans is tax deductible, companies like RJR Nabisco can borrow at Government expense. Some -- but not all -- of the Treasury's loss can be recouped from capital-gains taxes on the profits of shareholders who sell their stock.
The way the tax code treats stock profits is another plus for LBOs. Corporate earnings are taxed twice: they are first paid to stockholders out of a company's after-tax profits, and the shareholder then pays taxes on the dividends. "There is no question that our tax laws have a bias toward debt that must be rectified," says a top congressional aide.
The buyout binge produces some big-time losers as well, particularly investors who owned a company's top-quality bonds when the same firm's junk bonds hit the market. Since the new IOUs would saddle the company with a riskier load of debt, the old bonds get clobbered. No sooner had Johnson disclosed that he wanted to buy RJR Nabisco, for example, than the company's $5 billion of outstanding bonds lost 20% of their value. Furious bondholders, including Metropolitan Life and ITT, immediately sued for damages. Declared Metropolitan Life chairman Creedon: "No one in his right mind wants to invest in corporate bonds anymore." In fact, the LBO binge has created a financial innovation called the "poison put," which guarantees bondholders against the risk of buyouts and other unexpected deals that might depress their holdings.
Shareholders can lose out in LBOs even when they sell their stock for a profit. That is because stockholders usually receive far less than executives make when they break up a company and then put it back on the market. LBO critics argue that managers who fatten their wallets in this way are really profiting at the expense of other stockholders. So far, shareholders have brought eleven class-action suits against RJR Nabisco charging executives with acts ranging from "unfair self-dealing" to "not acting in the best interests of the stockholders."
The RJR deal also raises the salary competition among executives to absurd levels. Says John Swearingen, former chairman of Standard Oil of Indiana: "There is a limit to what managers ought to be paid for managing other people's money." Adds a top executive involved in a current takeover: "The yardstick for compensation has just gotten twelve inches longer. The chief executive who's doing a first-class job running a major U.S. corporation for $890,000 a year is going to start thinking he's some kind of a fool."