Kohlberg Kravis Roberts & Co. (commonly referred to
as KKR) is a New York
City
based
private equity firm that sponsors and
manages investment funds, focusing primarily on leveraged buyouts of mature
businesses. Since inception, the firm has completed over
$400 billion of private equity transactions and was one of the
pioneers of the leveraged buyout industry.
The firm was founded in
1976 by
Jerome Kohlberg, Jr., and cousins
Henry Kravis and
George R. Roberts, all of whom had previously worked
together at
Bear Stearns, where they
completed some of the earliest leveraged buyout transactions. Since
its founding, KKR has completed a number of landmark transactions
including the 1989 leveraged buyout of
RJR
Nabisco, which was the largest buyout in history to that point,
as well as the 2007 buyout of
TXU, which is
currently the largest buyout completed to date . KKR has completed
investments in over 160 companies since 1977, completing at least
one investment in every year except 1982 and 1990.
KKR is
headquartered in New York City
with eleven
additional offices in the US, Europe and Asia . In October
2009, KKR listed shares in the company, through KKR & Co. an
affiliate that holds 30% of the firm's
ownership equity, with the remainder held
by the firm's partners.
The firm
KKR is operated by its managing partners
Henry Kravis and
George R. Roberts and a team of approximately 140
investment professionals and 400 total employees, organized into
industry focused groups.
KKR is headquartered in the Solow Building
at 9 West 57th Street
in New York City
and has
offices in San Francisco
, Menlo Park, Houston
, Washington, DC
, London
, Paris
, Hong
Kong
, Tokyo
, Beijing, Mumbai
, Dubai
and Sydney
.
KKR invests primarily through
leveraged
buyouts as well as
growth capital
investments (including
"PIPE" investments in public
companies). It specializes in
private
equity investments with a focus on specific industry sectors
where the firm has created nine dedicated investment groups. The
industries in which KKR has developed a specialization include:
The professionals in each of KKR's industry-focused groups are
expected to have developed a proficiency in the respective
industry.
Investment funds and other affiliates
Private equity funds
KKR has historically relied primarily on
private equity funds, pools of committed
capital that are raised from a broad array of
institutional investors (e.g.,
pension funds,
insurance companies,
investment Banks,
commercial Banks,
endowments,
fund of funds,
high net worth individuals,
sovereign wealth funds) . As
of the end of 2008, KKR had completed fund-raising for
approximately 14 traditional investment funds in the US, Europe and
Asia with total committed capital of approximately
US$58 billion:
| Fund |
Vintage
Year |
Committed
Capital ($m) |
| KKR Fund 1976 |
| 1977 |
$31 |
|
| KKR Fund 1980 |
| 1980 |
$357 |
|
| KKR Fund 1982 |
| 1982 |
$328 |
|
| KKR Fund 1984 |
| 1984 |
$1,000 |
|
| KKR Fund 1986 |
| 1986 |
$672 |
|
| KKR Fund 1987 |
| 1987 |
$6,130 |
|
| KKR Fund 1993 |
| 1993 |
$1,946 |
|
| KKR Fund 1996 |
| 1997 |
$6,012 |
|
| KKR European
Fund |
| 1999 |
$3,085 |
|
| KKR Millennium
Fund |
| 2002 |
$6,000 |
|
| KKR European Fund
II |
| 2005 |
€4,500 |
|
| KKR Fund 2006 |
| 2006 |
$17,642 |
|
| KKR Asia Fund |
| 2007 |
$4,000 |
|
| KKR European Fund
III |
| 2008 |
€6,000 |
|
Source: Preqin, SEC
Filings
KKR Financial
KKR Financial
( ) is a
real estate investment trust
(REIT) and specialty finance company that invests in residential
and commercial
mortgage loans and
mortgage-backed securities
as well as
corporate loans and debt
securities,
asset-backed
securities and
equity securities. KFN was
founded in 2004 raising $795 million in a private placement and
raised $849 million in a June 2005
initial public offering, increasing
the size of the offering from an original $600 million target. KKR
had initially considered structuring KFN as a
business development company
like
Apollo Management's
Apollo Investment Corporation
but chose to pursue the REIT structure to capitalize on the
strength in REIT valuations at the time.
KFN was an early casualty of the
subprime mortgage crisis and in
September 2007, Henry Kravis and George Roberts injected $270
million into the company. On February 20, 2008, KFN was once again
forced to delay the repayment of billions of dollars of commercial
paper, and began a new round of talks with creditors. In April, KFN
sold a controlling interest in a real estate subsidiary to an
investment firm to raise cash and entered an agreement with the
noteholders of certain secured commercial paper issued by two
asset-backed entities. Following the transaction, KFN converted
from a REIT to a
limited
liability company. KKR Financial is a debt investment vehicle
and does not invest in KKR's private equity transactions.
KKR Private Equity Investors
KKR Private Equity Investors
( ) is a
publicly traded private
equity fund that invests as a
fund of
funds in KKR private equity funds. KPE also
co-invests in transactions alongside
KKR's private equity funds. KPE was founded in 2006.
In May 2006, KKR
raised $5 billion in an initial public offering for a KPE to serve
as a new permanent investment vehicle listing it on the Euronext exchange in Amsterdam
. KKR
raised three times more than it expected, as many of the investors
in KPE were hedge funds seeking exposure to private equity but
could not make long term commitments to private equity funds.
Because private equity had been booming in preceding years,
investing in a KKR fund was attractive to investors.
However, KPE's first-day performance was lackluster, trading down
1.7% and trading volume was limited. Initially, a handful of other
private equity firms and hedge funds had planned to follow KKR's
lead but shelved those plans when KPE's performance continued to
falter after its IPO. KPE's stock declined from an IPO price of €25
per share to €18.16 (a 27% decline) at the end of 2007 and a low of
€11.45 (a 54.2% decline) per share in Q1 2008.
KPE disclosed in May 2008 that it had completed approximately $300
million of
secondary
sales of selected limited partnership interests in, and undrawn
commitments to, certain KKR-managed funds in order to generate
liquidity and repay borrowings.
History
Founding and early history
Running the corporate finance department for
Bear Stearns in the 1960s and 1970s,
Jerome Kohlberg and later with protégés
Henry Kravis and
George Roberts completed a series of what
they described as "bootstrap" investments beginning in 1964-65.
They targeted family-owned businesses, many of which had been
founded in the years following
World War
II which by the 1960s and 1970s were facing succession issues.
Many of these companies lacked a viable or attractive exit for
their founders as they were too small to be taken public and the
founders were reluctant to sell out to competitors and so a sale to
a
financial buyer could prove
attractive.
Their acquisition of
Orkin Exterminating
Company in 1964 is among the first significant
leveraged buyout transactions. In the
following years the three
Bear Stearns
bankers would complete a series of buyouts including Stern Metals
(1965), Incom (a division of Rockwood International, 1971),
Cobblers Industries (1971), and Boren Clay (1973) as well as
Thompson Wire, Eagle Motors and Barrows through their investment in
Stern Metals. Although they had a number of highly successful
investments, the $27 million investment in Cobblers ended in
bankruptcy.
By 1976, tensions had built up between
Bear
Stearns and Kohlberg, Kravis and Roberts leading to their
departure and the formation of Kohlberg Kravis Roberts & Co. in
that year. Most notably, Bear Stearns executive
Cy Lewis had rejected repeated proposals to form a
dedicated investment fund within Bear Stearns and Lewis took
exception to the amount of time spent on outside activities.
The new KKR completed its first buyout, that of manufacturer A.J.
Industries, in 1977. KKR raised capital raised from a small group
of investors including the Hillman Family and
First Chicago Bank. By 1978, with the
revision of the ERISA regulations, the nascent KKR was successful
in raising its first institutional fund with over $30 million of
investor commitments. In 1981, KKR expanded its investor base
significantly when the
Oregon
State Treasury's public pension fund invested in KKR's
acquisition of retailer
Fred Meyer,
Inc. Oregon remains an active investor in KKR funds more than
25 years later.
KKR closed out the 1970s completing the public-to-private buyout of
Houdaille Industries in 1979, probably the largest take-private of
a public company to that point. As the 1980s began, KKR was among
the most prominent practitioner of leveraged buyouts and would
prove the most prolific of the private equity investors in the
1980s. Among the firm's most notable acquisitions during the
1980s buyout boom were
the following:
| Investment |
| Year |
Company
Description |
Ref. |
| Malone
& Hyde |
| 1984 |
KKR completed the first buyout of a
public company by tender offer, by acquiring the food distributor
and supermarket operator together with the company's chairman
Joseph R. |
Hyde III. |
|
| Wometco Enterprises |
| 1984 |
KKR completed the first
billion-dollar buyout transaction to acquire the leisure-time
company with interests in television, movie theaters and tourist
attractions. |
The buyout comprised the acquisition
of 100% of the outstanding shares for $842 million and the
assumption of $170 million of the company's outstanding debt. |
|
| Beatrice Companies |
| 1985 |
KKR sponsored the $6.1 billion
management buyout of Beatrice,
which owned Samsonite and Tropicana among other consumer brands. |
At the time of its closing in 1985,
Beatrice was the largest buyout completed. |
|
| Safeway |
| 1986 |
KKR completed a friendly $5.5
billion buyout of Safeway to help management avoid hostile
overtures from Herbert and Robert Haft of Dart
Drug. |
Safeway was taken public again in
1990. |
|
| Jim Walter Corp. |
| (later Walter Industries) |
| 1987 |
KKR acquired the company for $3.3
billion in early 1988 but faced issues with the buyout almost
immediately. |
Most notably, a subsidiary of Jim
Walter Corp (Celotex) faced a large asbestos lawsuit and incurred
liabilities that the courts ruled would need to be satisfied by the
parent company. |
In 1989, the holding company that
KKR used for the Jim Walter buyout filed for Chapter 11 bankruptcy
protection. |
|
Barbarians at the Gate - KKR's leveraged buyout of RJR
Nabisco
After the 1987 resignation of Jerome Kohlberg at age 61 (he later
founded his own private equity firm,
Kohlberg & Co.), Henry Kravis
succeeded him as senior partner. Under Kravis and Roberts, the firm
was responsible for the 1988
leveraged
buyout of
RJR Nabisco. RJR Nabisco
proved to be not only the largest buyout in history to that time,
at $25 billion ($31.1 billion, including assumed debt) as well as a
high water mark and sign of the end of the
1980s buyout boom. The RJR
Nabisco, which would remain the largest buyout for the next 17
years, was chronicled in the book,
Barbarians at the Gate: The Fall of
RJR Nabisco, and later made into a television movie starring
James Garner.
In 1988,
F. Ross Johnson was the President and CEO of
RJR Nabisco, formed in 1985 by the
merger of
Nabisco Brands and
R.J. Reynolds Tobacco Company, a
leading producer of food products (
Shredded Wheat,
Oreo
cookies,
Ritz crackers,
Planters peanuts,
Life Savers and
Del
Monte fruits and vegetables) as well as
Winston,
Camel and
Salem cigarettes. In October 1988, Johnson
proposed a $17 billion ($75 per share)
management buyout of the company with the
financial backing of investment bank
Shearson Lehman Hutton and its parent
company,
American Express.
Days later, Kravis, who had originally suggested the idea of the
buyout to Johnson, presented a new bid for $20.3 billion ($90 per
share) financed with an aggressive debt package. KKR also had the
support of significant
equity
co-investments from leading
pension
funds and other
institutional
investors.
Among KKR's investors included, the Coca-Cola, Georgia-Pacific and United Technologies corporate pension
funds as well as the Massachusetts Institute of
Technology
endowment,
the Harvard University
endowment and the New York State Common
Retirement Fund However, KKR also faced criticism from existing
investors over the firm's use of hostile tactics in the buyout of
RJR.
KKR proposed to provide a joint offer with Johnson and
Shearson Lehman but was rebuffed and Johnson
attempted to stonewall KKR's access to financial information from
RJR. Rival private equity firm,
Forstmann Little & Co. was
invited into the process by
Shearson
Lehman but attempted to provide a bid for RJR with a consortium
of
Goldman Sachs Capital
Partners,
Procter &
Gamble,
Ralston Purina and
Castle & Cooke. Ultimately
the Forstmann consortium came apart and did not provide a final bid
for RJR. Many of the major banking players of the day, including
Shearson Lehman Hutton,
Drexel Burnham Lambert,
Morgan Stanley,
Goldman Sachs,
Salomon Brothers and
Merrill Lynch were actively involved in
advising and financing the parties.
In November 1988, RJR set guidelines for a final bid submission at
the end of the month. The management and Shearson group submitted a
final bid of $112, a figure they felt certain would enable them to
outflank any response by Kravis and KKR. KKR's final bid of $109,
while a lower dollar figure, was ultimately accepted by the board
of directors of RJR Nabisco. KKR's offer was guaranteed, whereas
the management offer lacked a "reset", meaning that the final share
price might have been lower than their stated $112 per share.
Additionally, many in RJR's board of directors had grown concerned
at recent disclosures of Ross Johnson' unprecedented golden
parachute deal.
TIME magazine
featured Ross Johnson on the cover of their December 1988 issue
along with the headline, "A Game of Greed: This man could pocket
$100 million from the largest corporate takeover in history. Has
the buyout craze gone too far?". KKR's offer was welcomed by the
board, and, to some observers, it appeared that their elevation of
the reset issue as a deal-breaker in KKR's favor was little more
than an excuse to reject Ross Johnson's higher payout of $112 per
share. F. Ross Johnson received $53 million from the buyout. KKR
collected a $75 million fee in the RJR takeover.
At $31.1 billion of transaction value (including assumed debt), RJR
Nabisco was by far the largest leveraged buyout in history. In 2006
and 2007, a number of leveraged buyout transactions were completed
that for the first time surpassed the RJR Nabisco leveraged buyout
in terms of nominal purchase price. The deal was first surpassed in
July 2006 by the $33 billion buyout of U.S. hospital operator
Hospital Corporation of
America, in which KKR also participated, though the RJR deal
was larger, adjusted for inflation. However, adjusted for
inflation, none of the leveraged buyouts of the 2006 – 2007 period
would surpass RJR Nabisco. The RJR transaction benefited many of
the parties involved. Investment bankers and lawyers who advised
KKR walked away with over $1 billion in fees, and Henry Kravis and
George Roberts attracted unprecedented amount of publicity that
turned the cousins into instant celebrities. Unfortunately for KKR,
size would not equate with success as the high purchase price and
debt load would burden the performance of the investment. KKR was
able to overcome the RJR Nabisco investment, raising a new
investment fund and continuing to invest throughout the
1990s.
Early 1990s: The aftermath of RJR Nabisco
The buyout of RJR Nabisco was completed in April 1989 and KKR would
spend the early 1990s focused on the task of repaying the RJR's
enormous debt load through a series of asset sales and
restructuring transactions. After the RJR Nabisco deal, KKR did not
complete a single investment in 1990, the first year with no new
investment activity since 1982. In fact, KKR did not complete
another major leveraged buyout transaction for over three years,
due largely to the shutdown of the
high
yield bond market and the collapse of
Drexel Burnham Lambert which filed
for bankruptcy in February 1990. Instead, KKR focused primarily on
its existing portfolio companies acquired in the late 1980s buyout
boom. Six of KKR's portfolio companies completed IPOs in 1991,
including RJR Nabisco and
Duracell.
As the new decade began, KKR was immediately active in
restructuring RJR. In January 1990, KKR completed the sale of RJR's
Del Monte fruits and vegetables business
to a group led by
Merrill Lynch. KKR had
originally identified a group of divisions that it could sell to
reduce debt. Over the coming years, RJR would pursue a number of
additional restructurings, equity injections and
public offerings of stock to provide
the company with additional financial flexibility. KKR contributed
$1.7 billion of new equity into RJR in July 1990 to complete a
restructuring of the company's balance sheet that appeased unhappy
bondholders. KKR's equity contribution as part of the original
leveraged buyout of RJR had been only $1.5 billion. Later, in
December 1990, RJR announced an
exchange
offer that would swap debt in RJR for a new
public stock in the company, effectively an
unusual means of
taking RJR
public again and simultaneously reducing debt on the company.
RJR issued additional stock to the public in March 1991 to further
reduce debt, resulting in an upgrade of the
credit rating of RJR's debt from
junk to
investment
grade.
KKR would begin to reduce its ownership in RJR, when in 1994, its
stock in RJR was used as part of the consideration for its
leveraged buyout of
Borden, Inc., a
producer of food and beverage products, consumer products, and
industrial products, in a highly complex and unprecedented
transaction. The following year, in 1995, KKR would divest itself
of its final stake in RJR Nabisco when Borden sold a $638 million
block of stock.
While KKR no longer had any ownership of RJR Nabisco by 1995, its
original investment would not be fully realized until KKR finally
exited the last of its investment in 2004. After sixteen years of
efforts that included contributing new equity, taking RJR public,
asset sales and exchanging shares of RJR for the ownership of
Borden, Inc., KKR had finally sold the
last remnants of its 1989 investment. In July 2004, KKR agreed to
sell its stock in
Borden Chemical to
Apollo Management for $1.2
billion.
Early 1990s: Investments
In the early 1990s, the absence of an active high yield market
prompted KKR to change its tactics, avoiding large leveraged
buyouts in favor of industry consolidations through what were
described as
leveraged buildups or
rollups. One of KKR's largest investments in
the 1990s was the
leveraged
buildup of
Primedia in partnership with
former executives of
Macmillan Publishing,
which KKR had failed to acquire in 1988. KKR created Primedia's
predecessor,
K-III
Communications, a platform to buy media properties, initially
completing the $310 million
divisional
buyout of the book club division of
Macmillan Publishing
(publisher of
The Weekly Reader)
and the assets of magazine publisher Intertec Publishing
Corporation in May 1989. Throughout the early 1990s, K-III
continued to acquire publishing assets, including a $650 million
acquisition from
News Corporation
in 1991.K-III went public, however instead of cashing out, KKR
continued to make new investments in the company in 1998, 2000 and
2001 to support acquisition activity. Ultimately, in 2005, Primedia
redeemed KKR's
preferred stock in
the company but KKR was estimated to have lost hundreds of millions
of dollars on its
common stock holdings
as the price of the company's stock collapsed.
In 1991, KKR partnered with
Fleet/Norstar Financial Group
in the 1991 acquisition of the
Bank
of New England, from the US
Federal Deposit Insurance
Corporation. In January 1996, KKR would exchange its investment
for a 7.5% interest in
Fleet Bank. KKR
also completed the 1992 buyout of
American Re Corporation from
Aetna as well as a 47% interest in
TW Corporation, later known as
The Flagstar Companies and owner of
Denny's in 1992. Among the other notable
investments KKR completed during the early 1990s included
World Color Press (1993-95),
RELTEC Corporation (1995) and
Bruno's (1995).
1996–1999
By the mid 1990s, the debt markets were improving and KKR had moved
on from the RJR Nabisco buyout. In 1996, KKR was able to complete
the bulk of fundraising for what was then a record $6 billion
private equity fund, the KKR 1996 Fund. However, KKR was still
burdened by the performance of the RJR investment and repeated
obituaries in the media. KKR was required by its investors to
reduce the fees it charged and to calculate its
carried interest based on the total profit
of the fund (i.e., offsetting losses from failed deals against the
profits from successful deals).
KKR's activity level would accelerate over the second half of the
1990s making a series of notable investments including
Spalding Holdings Corporation
and
Evenflo(1996),
Newsquest (1996),
KinderCare Learning Centers
(1997),
Amphenol Corporation
(1997),
Randalls Food Markets
(1997),
The Boyds Collection
(1998),
MedCath Corporation
(1998),
Willis Group Holdings
(1998),
Smiths Group (1999) and
Wincor Nixdorf (1999).
KKR's largest investment of the 1990s, would unfortunately also be
among its least successful.In January 1998, KKR and
Hicks, Muse, Tate & Furst
agreed to the $1.5 billion buyout of
Regal
Cinemas. KKR and Hicks Muse had initially intended to combine
Regal with
Act III Cinemas, which
KKR had acquired in 1997 for $706 million and
United Artists Theaters, which Hicks
Muse had agreed to acquire for $840 million in November 1997.
Shortly after agreeing to the Regal takeover, the deal with United
Artists fell apart, ultimately impacting the strategy to eliminate
costs by building a larger combined company. Just two years later,
Regal encountered significant financial issues and was forced to
file for bankruptcy protection and the company would pass to
investor
Philip Anschutz.
2000–2005
At the start of the 21st century, the landscape of large leveraged
buyout firms was changing. Several large and storied firms,
including
Hicks Muse Tate
& Furst and
Forstmann Little &
Company were dragged down by heavy losses in the bursting of
the
telecom bubble. Although, KKR's
track record since RJR Nabisco was mixed, losses on such
investments as
Regal
Entertainment Group,
Spalding,
Flagstar and
Primedia (previously
K-III Communications) were offset by
successes in Willis Group,
Wise Foods,
Inc.,
Wincor Nixdorf and
MTU Aero Engines, among others.
Additionally, KKR was one of the few firms that was able to
complete large leveraged buyout transactions in the years
immediately following the collapse of the Internet bubble,
including
Shoppers Drug Mart and
Bell Canada Yellow Pages.
KKR was able to realize its investment in Shoppers Drug Mart
through a 2002 IPO and subsequent public stock offerings. The
directories business would ultimately be taken public in 2004 as
Yellow Pages Income Fund, a
Canadian
income trust.
In 2004 a
consortium comprising KKR,
Bain Capital and real estate
development company
Vornado Realty
Trust announced the $6.6 billion acquisition of
Toys "R" Us, the toy retailer. A month earlier,
Cerberus Capital
Management, made a $5.5 billion offer for both the toy and baby
supplies businesses. The Toys 'R' Us buyout was one of the largest
in several years. Following this transaction, by the end of 2004
and in 2005, major buyouts were once again becoming common and
market observers were stunned by the leverage levels and financing
terms obtained by financial sponsors in their buyouts.
The following year, in 2005, KKR was one of seven private equity
firms involved in the buyout of
SunGard in a
transaction valued at $11.3 billion. KKR's partners in the
acquisition were
Silver Lake
Partners,
Bain Capital,
Goldman Sachs Capital
Partners,
The Blackstone
Group,
Providence Equity
Partners, and
Texas Pacific
Group. This represented the largest leveraged buyout completed
since the takeover of
RJR Nabisco in
1988. SunGard was the largest buyout of a technology company until
the
Blackstone-led buyout of
Freescale Semiconductor. The
SunGard transaction is also notable in the number of firms involved
in the transaction, the largest
club deal
completed to that point. The involvement of seven firms in the
consortium was criticized by investors in private equity who
considered cross-holdings among firms to be generally
unattractive.
In
2006, KKR raised a new $17.6 billion fund
the KKR 2006 Fund, with which the firm began executing a series of
some of the largest buyouts in history. KKR's $44 billion takeover
of Texas-based power utility,
TXU, in 2007,
proved to be the largest leveraged buyout of the
mid-2000s buyout boom and
the largest buyout completed to date. Among the most notable
companies acquired by KKR in 2006 and 2007 were the
following:
| Investment |
| Year |
Company
Description |
Ref. |
| HCA |
| 2006 |
KKR and Bain
Capital, together with Merrill
Lynch and the Frist family (which had founded the company)
completed a $31.6 billion acquisition of the hospital company, 17
years after it was taken private for the first time in a management
buyout. |
At the time of its announcement, the
HCA buyout would be the first of several to set new records for the
largest buyout, eclipsing the 1989 buyout of RJR Nabisco. |
It would later be surpassed by the
buyouts of Equity Office
Properties, TXU and BCE (announced but as of the end of the first
quarter of 2008 not yet completed). |
|
| NXP Semiconductors |
| 2006 |
In August 2006, a consortium of KKR, Silver Lake Partners and AlpInvest Partners acquired a controlling
80.1% share of semiconductors unit of Philips for €6.4 billion. |
The new company, based in the
Netherlands, was renamed NXP
Semiconductors. |
|
| TDC A/S |
| 2006 |
The Danish phone company was
acquired by KKR, Apax Partners,
Providence Equity
Partners and Permira for €12.2 billion
($15.3 billion), which at the time made it the second largest
European buyout in history. |
|
| Dollar General |
| 2007 |
KKR completed a buyout of the chain of
discount stores operating in the U.S. |
|
| Alliance Boots |
| 2007 |
KKR and Stefano Pessina, the
company’s deputy chairman and largest shareholder, acquired the UK
drug store retailer for £12.4 billion ($24.8 billion) including
assumed debt, after increasing their bid more than 40% amidst
intense competition from Terra Firma Capital Partners
and Wellcome Trust. |
The buyout came only a year after
the merger of Boots Group plc (Boots the Chemist), and Alliance
UniChem plc. |
|
| Biomet |
| 2007 |
The
Blackstone Group, KKR, TPG Capital
and Goldman Sachs acquired the medical
devices company for $11.6 billion. |
|
| First Data |
| 2007 |
KKR and TPG
Capital completed the $29 billion buyout of the credit and
debit card payment processor and former parent of Western Union. |
Michael Capellas, previously the CEO
of MCI Communications and
Compaq was named CEO of the privately held
company. |
|
| TXU (Energy Future Holdings) |
| 2007 |
An investor group led by KKR and
TPG Capital and together with Goldman Sachs completed the $44.37 billion
buyout of the regulated utility and power producer. |
The investor group had to work
closely with ERCOT regulators to gain approval
of the transaction but had significant experience with the
regulators from their earlier buyout of Texas Genco. |
TXU is the largest buyout in
history, and retained this distinction when the announced buyout of
BCE failed to close in December
2008. |
The deal is also notable for a
drastic change in environmental
policy for the energy giant, in terms of its carbon emissions from coal power plants and funding
alternative energy. |
|
Other non-buyout investments completed by KKR during this period
included
Legg Mason,
Sun Microsystems, Tarkett and
Seven Network. In October 2006, KKR acquired a
50% stake in
Tarkett, a France-based
distributor of flooring products, in a deal valued at about €1.4
billion ($1.8 billion). On November 20, 2006 KKR announced it would
form a AU$4 billion partnership with the
Seven Network of
Australia. On January 23, 2007, KKR announced it
would invest $700 million through a
PIPE investment in
Sun Microsystems. In January 2008,
KKR announced that it had made a $1.25 billion
PIPE investment in
Legg Mason through a
convertible preferred stock
offering.
In addition to its successful buyout transactions, KKR was involved
in the failed buyout of
Harman International
Industries ( ), an upscale audio equipment
maker. On April 26, 2007, Harman announced it had entered an
agreement to be acquired by KKR and
Goldman Sachs. As the financing markets became
more adverse in the summer of 2007, the buyout was on tenuous
ground. In September 2007, KKR and Goldman backed out of the $8
billion buyout of Harman. By the end of the day, Harman's shares
had plummeted by more than 24% on the news.
Initial public offering
In 2007, KKR filed with the
Securities and Exchange
Commission KKR & Co. L.P., Form S-1, Securities And
Exchange Commission, July 3, 2007 to raise $1.25 billion by selling
an ownership interest in its management company. The filing came
less than two weeks after the
initial public offering of rival
private equity firm
Blackstone
Group. KKR had previously listed its KPE vehicle in 2006, but
for the first time, KKR would offer investors an ownership interest
in the
management company
itself. The onset of the credit crunch and the shutdown of the IPO
market dampened the prospects of obtaining a valuation that would
be attractive to KKR and the flotation was repeatedly postponed,
and finally called off by the end of August.
The following year, in July 2008, KKR announced a new plan to list
its shares. The plan called for KKR to complete a
reverse takeover of its listed affiliate
KKR Private Equity
Investors in exchange for a 21% interest in the firm. In
November 2008, KKR announced a delay of this transaction until
2009. Shares of KPE had declined significantly in the second half
of 2008 with the onset of the
credit crunch. KKR has
announced that it expects to close the transaction in 2009.
In October
2009, KKR listed shares in KKR & Co. on the Euronext exchange, replacing KPE and anticipates a
listing on the New York Stock
Exchange
in 2010. The public entity represents a 30%
interest in Kohlberg Kravis Roberts.
Notable current and former employees
Over the years, KKR has seen the departure of many of its original
partners, the most notable being the most senior of its three
co-founders,
Jerome Kohlberg.
After a leave of absence due to an illness in 1985, Kohlberg
returned to find increasing differences in strategy with his
partners Kravis and Roberts. In 1987, Kohlberg left KKR to found a
new private equity firm
Kohlberg
& Company.
Kohlberg &
Company returned to the investment style that Kohlberg had
originally practiced at
Bear Stearns
and in KKR's earlier years, acquiring smaller,
middle-market companies.
As of 1996, general partners of KKR included
Henry Kravis,
George R. Roberts, Paul Raether, Robert MacDonnell,
Jose Gandarillas, Michael Michelson, Saul Fox, James Greene,
Michael Tokarz, Clifton Robbins, Scott Stuart, Perry Golkin and
Edward Gilhuly. Among those who left were Saul Fox, Ted Ammon, Ned
Gilhuly, Mike Tokarz and Scott Stuart who were instrumental in
establishing KKR's reputation and track record in the 1980s. KKR
remains tightly controlled by Kravis and Roberts. The issue of
succession has remained an important consideration for KKR's future
as an ongoing institutionalized firm.
- Saul A. Fox left KKR in 1997 to found Fox Paine & Company, a middle market private equity firm with over
$1.5 billion of capital under management
- Clifton S. Robbins left KKR to join competitor General Atlantic Partners in 2000
and later founded Blue Harbour Group, a private investment firm
based in Greenwich, CT.
- Edward A. (Ned) Gilhuly and Scott Stuart left KKR in 2004 to
launch Sageview Capital.
Prior to
this, Gilhuly was the managing partner of KKR's European
operations, based in London
and Stuart
managed KKR's energy and consumer products industry
groups.
- Ted Ammon, started several new
ventures including Big Flower Press, which printed newspaper
circulars, and Chancery Lane Capital, a boutique private equity
firm, before being murdered in October 2001.
- Paul Hazen, served as chairman and
CEO of Wells Fargo (1995–2001). Hazen
would later return to KKR serving as chairman of Accel-KKR, a joint venture with Accel Partners and later as chairman of KKR's
publicly listed affiliate, KKR
Financial (KFN).
- Clive Hollick, Baron
Hollick, CEO of United News
and Media (1996 -2005)
See also
Works about KKR
Notes
- What's An Aging 'Barbarian' To Do?. New York
Times, August 26, 2001
- What Does Henry Kravis Want?. New York Times,
September 6, 2008
- KKR Investment History (company website). Retrieved
2009-02-16
- KKR locations (company website). Retrieved
2009-02-16
- 2007 KKR Annual Review. Retrieved
2009-02-16
- A subscription-based private equity fundraising database.
Retrieved 2009-02-16
- KKR Financial REIT IPO debuts: Kohlberg Kravis
Roberts manages trust. Marketwatch, June 24, 2005
- KKR arm in talks after fresh repayment delays.
Reuters, Feb 20, 2008
- Kohlberg Affiliate Sells Stake in Unit.
Reuters, April 1, 2008
- Private Problems, Aired in Public. New York
Times, December 16, 2008
- Opening Private Equity's Door, at Least a Crack, to
Public Investors. New York Times, May 4, 2006
- Timmons, Heather. " Private Equity Goes Public for $5 Billion. Its Investors
Ask, ‘What’s Next?’." New York Times, November 10, 2006
- Anderson, Jenny. " Where Private Equity Goes, Hedge Funds May Follow."
New York Times, June 23, 2006
- KKR Private Equity Investors Reports Results for
Quarter Ended March 31, 2008. KKR Private Equity Investors
Press Release, May 7, 2008. Retrieved 2009-02-16
- Kohlberg Kravis Roberts & Co. Company
History. Funding Universe. Retrieved 2009-02-16
- The History of Private Equity. Investment U,
The Oxford Club. Retrieved 2009-02-16
- Burrough, Bryan. Barbarians at the Gate. New
York : Harper & Row, 1990, p. 133-136
- In 1976, Kravis had been required to serve as interim CEO of a
failing direct mail company Advo.
- Refers to Henry Hillman and the Hillman Company. The Hillman Company (Answers.com profile).
Retrieved 2009-02-16
- Burrough, Bryan. Barbarians at the Gate. New
York : Harper & Row, 1990, p. 136-140
- Malone & Hyde Accepts Bid New York Times,
June 12, 1984
- Wayne, Leslie. Wometco Agrees To Buyout New York Times,
September 22, 1983
- Dodson, Steve. Beatrice Deal Is Biggest Buyout Yet. New York
Times, November 17, 1985
- Sterngold, James. Drexel's Role on Beatrice Examined. New York
Times, April 28, 1988
- Fisher, Lawrence M. Safeway Buyout: A Success Story. New York
Times, October 21, 1988
- Feder, Barnaby. Asbestos: The Saga Drags On. New York Times,
April 2, 1989
- Chapter 11 For Kohlberg, Kravis Unit.
Associated
Press, December 28, 1989
- The Granddaddy Of All Takeovers (Book Review).
New York Times, January 21, 1990
- Nabisco Executives Offer $17 Billion for
Company. New York Times, October 21, 1988
- Shearson Risks, Rewards on RJR Nabisco. New
York Times, October 22, 1988
- Nabisco Bid Seen by Kohlberg. New York Times,
October 24, 1988
- Buyout Specialist Bids $20.3 Billion For RJR
Nabisco. New York Times, October 25, 1988
- RJR Nabisco Bid Gives New Respectability To Giant
Deals Financed With Huge Debt. New York Times, October 26,
1988
- Several Giant Pension Funds Investing in Offer for
Nabisco. New York Times, October 31, 1988
- Concern Over Kohlberg, Kravis Strategy. New
York Times, November 2, 1988
- RJR Nabisco Bidders Said to Talk. New York
Times, October 26, 1988
- The Nabisco Battle's Key Moment. New York
Times, December 2, 1988
- Joint Deal For Nabisco Is Rejected. New York
Times, October 27, 1988
- RJR Nabisco Will Give Kohlberg, Kravis Data.
New York Times, October 27, 1988
- Forstmann Declines to Bid on RJR Nabisco. New
York Times, November 17, 1988
- Suitors Quarrel Over RJR Nabisco. New York
Times, November 8, 1988
- RJR Nabisco Discloses Guidelines for Its
Buyout. New York Times, November 9, 1988
- RJR Nabisco Suitor Claims $24.88 Billion
Victory. New York Times, December 1, 1988
- RJR Nabisco Explains Its Choice. New York
Times, December 8, 1988
- Nabisco Executives to Take Huge Gains in Their
Buyout. New York Times, November 5, 1988
- A Growing Backlash Against Greed. New York
Times, November 13, 1988
- Game of Greed (TIME magazine, 1988)
- Losers Get Some Spoils In Fight for RJR
Nabisco. New York Times, December 2, 1988
- Kohlberg, Kravis to Collect $75 Million RJR Nabisco
Fee. New York Times, February 1, 1989
- RJR Nabisco, An Epilogue. New York Times, March
12, 1999
- 2 Buyout Firms Build New Funds. New York Times,
November 23, 1990
- Kohlberg, Kravis Now RJR's Owner. Associated
Press, April 29, 1989
- History Of The RJR Nabisco Takeover. New York
Times, December 2, 1988
- Is RJR Worth $25 Billion?. New York Times,
December 2, 1988
- RJR Completes Sale of Del Monte. New York
Times, January 11, 1990
- Kohlberg, Kravis, Roberts Loan to RJR
Renegotiated. New York Times, June 27, 1990
- RJR Move Helps Lift 'Junk Bonds'. New York
Times, July 17, 1990
- RJR Offers Cash and Stock for 'Junk Bonds'. New
York Times, December 18, 1990
- Borden Agrees to a Takeover. New York Times,
September 13, 1994
- Kohlberg's Impetus in Borden Deal. New York
Times, September 14, 1994
- Borden Signs Agreement for Sale to Kohlberg.
New York Times, September 24, 1994
- Kohlberg, Kravis Says It Has Control of Borden.
New York Times, December 22, 1994
- Kohlberg, Kravis Plans to Divest Remaining Stake in
RJR Nabisco. New York Times, March 16, 1995
- Apollo Buys Borden Chemical for $649 million.
New York Times, July 7, 2004
- Kohlberg Ends Bid for Macmillan. New York
Times, November 4, 1988
- K-III's New Name To Be 'Primedia'. New York
Times, November 1, 1997
- Macmillan Book Club Unit And a Publisher Being
Sold. New York Times, May 23, 1989
- As Primedia Falls, Preferred Stock Lives Up to Its
Name. New York Times, October 26, 2005
- Kohlberg, Kravis Rouses Itself. New York Times,
April 29, 1991
- K-III Communications Files Plan For an Initial
Offering of Stock. New York Times, September 6, 1995
- Regulators Pick Buyer To Operate New England
Bank. New York Times, April 23, 1991
- Kohlberg Kravis in Swap for 7.5% of Fleet. New
York Times, January 3, 1996
- Kohlberg, Kravis in Aetna Reinsurance Deal. New
York Times, June 9, 1992
- Kohlberg, Kravis Plans Stake in TW. New York
Times, June 26, 1992
- Kohlberg Unit to Buy Alden Press. New York
Times, January 19, 1993
- Kohlberg, Kravis to Acquire Bruno's Supermarket
Chain. New York Times, April 21, 1995
- $5 Billion Fund By Kohlberg Seen. New York
Times, September 13, 1996
- At K.K.R., the Glory Days Are Past. New York
Times, August 10, 1995
- Kohlberg Plans Stake In Spalding And Evenflo.
New York Times, August 16, 1996
- Newsquest Company History. Funding Universe.
Retrieved, 2009-02-16
- Kohlberg Kravis Will Buy Kindercare for $467
Million. New York Times, October 4, 1996
- Kohlberg Kravis Set to Offer $1.2 Billion for Cable
Maker. New York Times, January 24, 1997
- Supermarkets Get a Brand New Bag. New York
Times, August 31, 1997
- The Boyds Collection, Ltd. Company History.
Funding Universe. Retrieved 2009-02-16
- Kohlberg Kravis And Welsh Carson Acquiring
Medcath. New York Times, March 14, 1998
- Kohlberg Kravis-Led Group To Buy Big Insurance
Broker. New York Times, July 23, 1998
- Wincor Nixdorf Holding Company History. Funding
Universe. Retrieved 2009-02-16
- 2 Buyout Firms Make Deal To Acquire Regal
Cinemas. New York Times, January 21, 1998
- Kohlberg Kravis In $660 Million Deal For Act III
Cinemas. New York Times, October 21, 1997
- Amid Blame, United Artists Sale Collapses. New
York Times, February 23, 1998
- Regal Cinemas Considers Filing For Bankruptcy.
New York Times, November 16, 2000
- BCE Sells Directory Unit . New York Times,
November 30, 2002
- Shoppers Drug Mart Sells Shares. Retail Merchandiser,
March 17 2004. Retrieved 2009-02-16
- Yellow Pages Income Fund Announces $743 Million
Offering. Yellow Pages Group Press Release, May 26, 2004.
Retrieved 2009-02-16
- Sorkin, Andrew Ross and Rozhon, Tracie. " Three Firms Are Said to Buy Toys 'R' Us for $6
Billion." New York Times, March 17, 2005
- What's Next for Toys 'R' Us?. Wall Street
Journal, March 18, 2005
- Deal Mania: Shades of the '80s: The leveraged
buyout is back in vogue. US News & World Report, April 10,
2005
- " Capital Firms Agree to Buy SunGard Data in Cash Deal."
Bloomberg, March 29, 2005
- Do Too Many Cooks Spoil the Takeover Deal?. New
York Times, April 3, 2005
- K.K.R., Texas Pacific Plan Record Buyout of
TXU. New York Times, February 23, 2007
- Sorkin, Andrew Ross. " HCA Buyout Highlights Era of Going Private." New York
Times, July 25, 2006
- KKR in deal to buy Philips Semiconductors.
Forbes, August 2, 2006
- " Takeover firms will pay $15.3b to buy Danish phone
giant TDC." Bloomberg, December 1, 2005
- " TDC-One year on." Dow Jones Private Equity
News, January 22, 2007. Retrieved 2009-02-16
- Werdigier, Julia. " Equity Firm Wins Bidding for a Retailer, Alliance
Boots." New York Times, April 25, 2007
- de la Merced, Michael J. " Biomet Accepts Sweetened Takeover Offer." New York
Times, June 8, 2007
- " K.K.R. Offer of $26 Billion Is Accepted by First
Data." Reuters, April 3, 2007
- Kohlberg Kravis to Buy First Data for $29
Billion. NY Times,
April 3, 2007
- Source: Thomson Financial
- Lonkevich, Dan and Klump, Edward. KKR, Texas Pacific Will Acquire TXU for $45
Billion Bloomberg, February 26, 2007
- Seven in $4bn asset sell-off. News.com.au,
November 20, 2006
- Sun Microsystems Welcomes Endorsement and
Investment From KKR. Sun Microsystems Press Release, January
23, 2007
- Legg Mason Makes Deal With Equity Firm.
Reuters, January 15, 2008
- Harman International Industries to be Acquired by
KKR and GS Capital Partners. Harman International press
release, April 26, 2007. Retrieved 2009-02-16
- Wary Buyers May Scuttle Two Deals. New York
Times, September 22, 2007
- Jenny Anderson and Michael J. de la Merced. " Kohlberg Kravis Plans to Go Public." New York Times,
July 4, 2007
- KKR postpones $1.25 bn float as credit chaos deters
buyers. Times Online, August 23, 2007
- After Delay, KKR Finds a Way to Go Public. New
York Times, July 28, 2008
- K.K.R. Calls Listing Delay ‘Process Related’.
New York Times, November 3, 2008
- KKR lists on Euronext; NYSE is next. Reuters,
October 1, 2009
- Buyout Pioneer Quitting Fray. New York Times,
June 19, 1987
- Kohlberg In Dispute Over Firm. New York Times,
August 30, 1989
- Kohlberg Suit Settlement. New York Times,
February 23, 1990
- Duracell International Inc. SEC Form SC 13G/A --
Statement of acquisition of beneficial ownership. Filed
February 6, 1996
- KKR on fine line of succession; Public funds won't take
ownership stake; will founders stay 10 more years? Crain's New
York Business, December 23, 2002
- " For Saul Fox, Bigger Isn’t Always Better in the World of
Buyouts." Buyouts, May 15, 2000. Retrieved 2009-02-16
- Anders, George. " Bitter End of a Partnership." Wall Street
Journal, September 15, 2007
- Blue
Harbour Group > About Blue Harbour (company website).
Retrieved 2009-02-16
- Barbarians at the Gate: Contrasting fortunes for
those closest to the deal. eFinancial News, November 3, 2008.
Retrieved 2009-02-16
- Murder in East Hampton Vanity Fair
January 2002
- Mystery of the Murdered Millionaire Dateline NBC.
Retrieved 2009-02-16
- Paul M. Hazen - Wells Fargo & Co. Chairman and
CEO. The Chief Executive, April, 1995. Retrieved
2009-02-16
References
External links