Pantry Pride

"RONALD PERELMAN brought more to the party than Peltz did. Perelman, for whom Drexel had been doing junk-bond financings since 1980, had boot-strapped himself into a series of acquisitions—keeping the profitable core, selling off the pieces, paying down the debt and leveraging up for the next acquisition. They were small by Drexel’s new standards—who had ever heard of Ronald Perelman in 1985?—but at least they had worked. With Drexel’s assistance, Perelman had just taken private his mini-conglomerate, MacAndrews and Forbes. And he was in the process of acquiring Pantry Pride, a supermarket chain discharged from Chapter 11 bankruptcy reorganization in 1981, which had a huge tax-loss carryforward of over $ 300 million that could be used to shelter income. It would be his vehicle, he hoped, for the kind of acquisition exponentially bigger than anything he had attempted before, something that would vault him forever out of the minor leagues. For the last month or so, Perelman, a crude Napoleonic type who was drawn to glamour and status, both in companies and on the social scene, had been eyeing Revlon. At the conference, Milken and Perelman had agreed that when the Pantry Pride deal closed, Milken would raise about $ 350 million for that company in a “blind pool”—for the purpose of an acquisition, but with no target identified."

"Then, in 1978, at age thirty-five, he decided to venture out. He borrowed $ 1.9 million to buy 34 percent of Cohen-Hatfield Industries, a jewelry distributor and retailer with $ 49 million in revenues that year. In 1980, Cohen-Hatfield spent about $ 45 million to buy MacAndrews and Forbes, a maker of chocolates and licorice extracts, and the Cohen-Hatfield name was dropped in favor of MacAndrews. In the fall of 1980, MacAndrews issued its first batch of junk bonds, a modest $ 33 million, underwritten by Drexel with Bear, Stearns. Over the next four and a half years, Perelman set out on a wholly leveraged, though relatively small-time, acquisition trail. He tried and failed to acquire the Richardson Company and the Milton Bradley toy and game company, but he made money in both transactions. He succeeded in buying, for a total of about $ 360 million, Technicolor, Inc., the film processor; Video Corporation of America, a major manufacturer of home videocassettes; the film-processing assets of Movie Labs; Consolidated Cigar; and a controlling interest in Pantry Pride. Roughly $ 140 million of this money came from Drexel junk-bond offerings, the rest from banks—and all built on that original (borrowed) $ 1.9 million, back in 1978."

"In line with the Drexel tenet that people work best when they have an ownership stake, Perelman had made Drapkin a principal in this deal. In June ’85, the board of Pantry Pride had loaned Drapkin money to buy Pantry Pride convertible debentures. For a lawyer to become a principal in a deal with a client was a first at Skadden and a practice not followed at any other major New York law firm. It enraged some of Drapkin’s partners, but it was a measure of his new clout."

"Perelman’s plan, at least at the start, was to do here what he had done on a much smaller scale in his earlier acquisitions, with Technicolor perhaps the best example: acquire the company with virtually all debt and then sell off the pieces he didn’t want, using the proceeds from their sales to pay down the debt and getting the remaining business virtually for free. Perelman made this plan explicit in his tender-offer document, stating that Pantry Pride believed it might be able to realize up to $ 1.9 billion—the total of his offer, at the starting $ 47.50 per-share price—from the sale of substantially all the assets of Revlon, excepting the beauty business. And it was, obviously, necessary to firm up these divestiture prices as much as possible, for Perelman—and, more to the point, Drexel—to know just how much they could afford to bid."

"Pantry Pride, meanwhile, cognizant of the deal that was in the works, was desperately trying to entice Bergerac. Don Engel enlisted Harold Geneen, Bergerac’s old boss at ITT, to pay Bergerac a visit. Geneen, on behalf of Pantry Pride, offered to give Bergerac his parachute, as Perelman had offered before; to give him a second one, which he would be able to cash in in two years; and then to sell him a division, one of the health divisions of his choice, at a favorable price, and finance it for him. “He didn’t spell out favorable price, but these things are understood,” said Bergerac. “So the package they were offering came to close to a hundred million dollars.”"

"In March 1984 Perelman took the company private, with Drexel raising the $ 95 million that the deal required. Then, the next fall, he became enamored of the huge tax-loss carryforward, or net operating loss, in Pantry Pride. He reasoned that this NOL not only could be put to good use in sheltering the income of any company he might acquire, but would give him a substantial advantage in a bidding war."

"“Even though Forbes magazine would have us believe otherwise, Mr. Perelman, who runs Pantry Pride today, seems to have had the ability of knowing what to do with his money. . . . In the last six to seven years, not only has he taken a few million dollars and purchased MacAndrews and Forbes, and then bought Wilbur Chocolates, and then took the company private, and then bought Consolidated Cigar, and then bought Technicolor, but [he] has subsequently invested money in Pantry Pride. . . . Pantry Pride was only selling at three and three quarters before Mr. Perelman took it over, and is now selling somewhere between eleven and twelve—in a matter of less than one year. Why? Because a management team has been brought to bear, which was willing to take the risk, who had the vision of value, and to find the backing of you in this room and other institutional investors around the country, willing to loan them money with the understanding that they had to commit to repay your interest and principal, and have the vision or foresight, which was the scarce resource, to identify those assets that are undervalued in the marketplace, the difference between a perception and the reality, and to use your money wisely. ."

"“Even though Forbes magazine would have us believe otherwise, Mr. Perelman, who runs Pantry Pride today, seems to have had the ability of knowing what to do with his money. . . . In the last six to seven years, not only has he taken a few million dollars and purchased MacAndrews and Forbes, and then bought Wilbur Chocolates, and then took the company private, and then bought Consolidated Cigar, and then bought Technicolor, but [he] has subsequently invested money in Pantry Pride. . . . Pantry Pride was only selling at three and three quarters before Mr. Perelman took it over, and is now selling somewhere between eleven and twelve—in a matter of less than one year. Why? Because a management team has been brought to bear, which was willing to take the risk, who had the vision of value, and to find the backing of you in this room and other institutional investors around the country, willing to loan them money with the understanding that they had to commit to repay your interest and principal, and have the vision or foresight, which was the scarce resource, to identify those assets that are undervalued in the marketplace, the difference between a perception and the reality, and to use your money wisely. . . ."

"Then, in 1978, at age thirty-five, he decided to venture out. He borrowed $1.9 million to buy 34 percent of Cohen-Hatfield Industries, a jewelry distributor and retailer with $49 million in revenues that year. In 1980, Cohen-Hatfield spent about $45 million to buy MacAndrews and Forbes, a maker of chocolates and licorice extracts, and the Cohen-Hatfield name was dropped in favor of MacAndrews. In the fall of 1980, MacAndrews issued its first batch of junk bonds, a modest $33 million, underwritten by Drexel with Bear, Stearns. Over the next four and a half years, Perelman set out on a wholly leveraged, though relatively small-time, acquisition trail. He tried and failed to acquire the Richardson Company and the Milton Bradley toy and game company, but he made money in both transactions. He succeeded in buying, for a total of about $360 million, Technicolor, Inc., the film processor; Video Corporation of America, a major manufacturer of home videocassettes; the film-processing assets of Movie Labs; Consolidated Cigar; and a controlling interest in Pantry Pride. Roughly $140 million of this money came from Drexel junk-bond offerings, the rest from banks—and all built on that original (borrowed) $1.9 million, back in 1978."

"RONALD PERELMAN brought more to the party than Peltz did. Perelman, for whom Drexel had been doing junk-bond financings since 1980, had boot-strapped himself into a series of acquisitions—keeping the profitable core, selling off the pieces, paying down the debt and leveraging up for the next acquisition. They were small by Drexel’s new standards—who had ever heard of Ronald Perelman in 1985?—but at least they had worked. With Drexel’s assistance, Perelman had just taken private his mini-conglomerate, MacAndrews and Forbes. And he was in the process of acquiring Pantry Pride, a supermarket chain discharged from Chapter 11 bankruptcy reorganization in 1981, which had a huge tax-loss carryforward of over $300 million that could be used to shelter income. It would be his vehicle, he hoped, for the kind of acquisition exponentially bigger than anything he had attempted before, something that would vault him forever out of the minor leagues. For the last month or so, Perelman, a crude Napoleonic type who was drawn to glamour and status, both in companies and on the social scene, had been eyeing Revlon. At the conference, Milken and Perelman had agreed that when the Pantry Pride deal closed, Milken would raise about $350 million for that company in a “blind pool”—for the purpose of an acquisition, but with no target identified."

"In March 1984 Perelman took the company private, with Drexel raising the $95 million that the deal required. Then, the next fall, he became enamored of the huge tax-loss carryforward, or net operating loss, in Pantry Pride. He reasoned that this NOL not only could be put to good use in sheltering the income of any company he might acquire, but would give him a substantial advantage in a bidding war."

"Pantry Pride, meanwhile, cognizant of the deal that was in the works, was desperately trying to entice Bergerac. Don Engel enlisted Harold Geneen, Bergerac’s old boss at ITT, to pay Bergerac a visit. Geneen, on behalf of Pantry Pride, offered to give Bergerac his parachute, as Perelman had offered before; to give him a second one, which he would be able to cash in in two years; and then to sell him a division, one of the health divisions of his choice, at a favorable price, and finance it for him. “He didn’t spell out favorable price, but these things are understood,” said Bergerac. “So the package they were offering came to close to a hundred million dollars.”"

"In line with the Drexel tenet that people work best when they have an ownership stake, Perelman had made Drapkin a principal in this deal. In June ’85, the board of Pantry Pride had loaned Drapkin money to buy Pantry Pride convertible debentures. For a lawyer to become a principal in a deal with a client was a first at Skadden and a practice not followed at any other major New York law firm. It enraged some of Drapkin’s partners, but it was a measure of his new clout."

"Perelman’s plan, at least at the start, was to do here what he had done on a much smaller scale in his earlier acquisitions, with Technicolor perhaps the best example: acquire the company with virtually all debt and then sell off the pieces he didn’t want, using the proceeds from their sales to pay down the debt and getting the remaining business virtually for free. Perelman made this plan explicit in his tender-offer document, stating that Pantry Pride believed it might be able to realize up to $1.9 billion—the total of his offer, at the starting $47.50 per-share price—from the sale of substantially all the assets of Revlon, excepting the beauty business. And it was, obviously, necessary to firm up these divestiture prices as much as possible, for Perelman—and, more to the point, Drexel—to know just how much they could afford to bid."