Entity Dossier
entity

National Can

Strategic Concepts & Mechanics

Strategic PatternProcess of Bites, Not Grand Plans
Decision FrameworkCash Flow Over Earnings as Debt Survival Test
Relationship LeverageHighly Confident as Substitute for Actual Capital
Capital StrategyInterest Deductibility as Leveraged Assault Fuel
Competitive AdvantageNOL as Bidding War Nuclear Option
Signature MoveSpeed-of-Sale as Debt Survival Doctrine
Signature MoveLawyer as Deal Principal, Not Hired Gun
Signature MoveParis Apartment Discipline
Signature MoveAll Debt Disguised as Equity
Cornerstone MoveBuy the Whole, Sell Everything But the Crown Jewel
Cornerstone MoveBlind Pool Before the Target Exists
Cornerstone MoveBribe the Gatekeeper, Storm the Castle
Cornerstone MoveBankruptcy's Tax Corpse as Acquisition Weapon
Competitive AdvantageTax Arbitrage as Structural Weapon
Operating PrincipleProfessional Manager Decay Across Generations
Risk DoctrineNever Cut Back a Committed Deal
Signature MoveMilken: Four-Thirty AM Cathedral-Builder With No Office
Capital StrategyVenture Capital Masquerading as Debt
Signature MovePeltz: Spittle-on-the-Check Persistence from Near-Broke
Signature MovePerelman: Borrowed $1.9M to a Boeing 727 in Seven Years
Cornerstone MoveManufactured Credibility from Thin Air
Decision FrameworkContra-Thinking as Default Mental Operating System
Identity & CultureForced Savings as Loyalty Handcuffs
Cornerstone MoveCash Flow Over Earnings as the Only Truth
Cornerstone MoveBuy the Core, Sell the Pieces, Erase the Debt
Signature MoveKingsley: Mount Everest Desk, Twenty-Year Sounding Board
Signature MoveIcahn: Wrestling-a-Ghost Negotiation Until the Last Penny
Cornerstone MoveOwner's Equity as the Non-Negotiable Discipline

Primary Evidence

"Peltz appeared to share little of his bankers’ anxiety. In mid-1985 he purchased through Triangle a $ 2 million apartment in Paris. “Mike made him put it on the market,” commented one Drexel investment banker, “which was the right thing to do. We have a responsibility to our bondholders. What’s he going out and spending the company’s money like that for, when he’s got this mountain of debt?” By the beginning of 1986, however, the first good news was in (and Peltz took the apartment, still unsold, off the market). National Can had had a record year in 1985; its earnings (for April 17 through December) were $ 162 million, up from $ 68,775 the year before; Triangle’s stock had quadrupled, making it the third-best performer on the New York Stock Exchange. With interest rates down, Peltz and May were refinancing the company’s acquisition debt, meaning they were paying down that debt and replacing it with newer debt at lower interest rates. And their combined personal stakes in the company had gone from a market value of roughly $ 8–9 million when they purchased the controlling block of Triangle stock, in 1983, to about $ 34 million. Adding in a premium for control, which would have been present if they were to sell their block, it was now worth more than $ 40 million."

Source:The Predators' Ball

"NELSON PELTZ went through the four days of the Predators’ Ball, as he would later say, as a “nervous wreck.” Peltz, who had a track record in business that can be described as lackluster, saw National Can as the opportunity of a lifetime. He had run his family’s frozen-food business, expanding it through acquisitions and then selling it in the midseventies; it later went bankrupt. Peltz had struggled for years, been close to broke, finally managed in 1982 to acquire with Peter May a controlling block of Triangle Industries, which he intended to leverage up as his vehicle for acquisitions. Until now, nothing had worked. And he"

Source:The Predators' Ball

"“Coastal was a big company, with significant assets. It wasn’t so leveraged. Triangle was a company with a fifty-million-dollar net worth. This was the first of the superleveraged buyouts to go through.” The acquisition of National Can cost $ 465 million. Triangle contributed $ 70 million as equity, to which another $ 30 million was added through its sale (underwritten by Drexel) of preferred stock; the debt portion layered above that consisted of $ 365 million raised with junk bonds by Drexel. And after the deal closed, Drexel raised another $ 200 million from junk bonds, in order to pay down National Can’s preexisting bank debt. So the total debt of National Can, once the $ 200 million was added to the preceding $ 365 million, was $ 565 million. Five hundred sixty-five million dollars was a towering debt load for $ 100 million of equity to carry. And Peltz pointed out that even the $ 70 million from Triangle, at the equity base, came from its earlier offering of junk. “We put the hundred million in the sub [the subsidiary, Triangle Acquisition Corporation, formed for the buyout]. But it was all debt! We called it equity here [at Triangle Acquisition Corporation], but it was debt over here [at Triangle]. Do you understand the leverage in this deal? It was eleven to one!"

Source:The Predators' Ball

"Peltz appeared to share little of his bankers’ anxiety. In mid-1985 he purchased through Triangle a $2 million apartment in Paris. “Mike made him put it on the market,” commented one Drexel investment banker, “which was the right thing to do. We have a responsibility to our bondholders. What’s he going out and spending the company’s money like that for, when he’s got this mountain of debt?” By the beginning of 1986, however, the first good news was in (and Peltz took the apartment, still unsold, off the market). National Can had had a record year in 1985; its earnings (for April 17 through December) were $162 million, up from $68,775 the year before; Triangle’s stock had quadrupled, making it the third-best performer on the New York Stock Exchange. With interest rates down, Peltz and May were refinancing the company’s acquisition debt, meaning they were paying down that debt and replacing it with newer debt at lower interest rates. And their combined personal stakes in the company had gone from a market value of roughly $8–9 million when they purchased the controlling block of Triangle stock, in 1983, to about $34 million. Adding in a premium for control, which would have been present if they were to sell their block, it was now worth more than $40 million."

Source:Predator's Ball

"“Coastal was a big company, with significant assets. It wasn’t so leveraged. Triangle was a company with a fifty-million-dollar net worth. This was the first of the superleveraged buyouts to go through.” The acquisition of National Can cost $465 million. Triangle contributed $70 million as equity, to which another $30 million was added through its sale (underwritten by Drexel) of preferred stock; the debt portion layered above that consisted of $365 million raised with junk bonds by Drexel. And after the deal closed, Drexel raised another $200 million from junk bonds, in order to pay down National Can’s preexisting bank debt. So the total debt of National Can, once the $200 million was added to the preceding $365 million, was $565 million. Five hundred sixty-five million dollars was a towering debt load for $100 million of equity to carry. And Peltz pointed out that even the $70 million from Triangle, at the equity base, came from its earlier offering of junk. “We put the hundred million in the sub [the subsidiary, Triangle Acquisition Corporation, formed for the buyout]. But it was all debt! We called it equity here [at Triangle Acquisition Corporation], but it was debt over here [at Triangle]. Do you understand the leverage in this deal? It was eleven to one!"

Source:Predator's Ball

"NELSON PELTZ went through the four days of the Predators’ Ball, as he would later say, as a “nervous wreck.” Peltz, who had a track record in business that can be described as lackluster, saw National Can as the opportunity of a lifetime. He had run his family’s frozen-food business, expanding it through acquisitions and then selling it in the midseventies; it later went bankrupt. Peltz had struggled for years, been close to broke, finally managed in 1982 to acquire with Peter May a controlling block of Triangle Industries, which he intended to leverage up as his vehicle for acquisitions. Until now, nothing had worked. And he"

Source:Predator's Ball

Appears In Volumes