Revlon

"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."

"The deal closed in mid-November, and within two weeks there were reports that Revlon was going to sell its Norcliff Thayer health products and Reheis special chemical businesses to the Beecham Group of Britain for about $ 400 million, and its ethical-drug division to Rorer for over $ 600 million. Both deals were announced by the first week of December. Some onlookers were puzzled by the speed with which the Rorer deal, particularly, was done, and by the absence of an auction. Howard Gittis, however, explained, “They had an exclusive. Well, almost an exclusive. We said, ‘If we get the company, and you commit to us now, then we won’t shop the deal.’ ” This agreement should arguably have been disclosed in SEC filings if it was indeed made during the course of the deal. When later asked to comment, Gittis denied that anyone had been given an exclusive. “At that point [in December], the money was just sitting there in the bank, but they couldn’t call [buy back] the bonds for six months,” this buyer said. “So it was completely safe now, good for the S& Ls, and Milken wanted the bonds back.” That suited him, he added, because he wanted to get his money out. And he was eager to be a team player so that Milken would come back to him in the next deal. This is the same kind of movement of the bonds—out of the hands of a high-rolling buyer into those of the more reticent thrifts, insurance companies and pension funds—that took place in Triangle-National Can. Here the high-risk, private buyers were freed to go on to the next megadeal, which in December was GAF-Union Carbide; while the more risk-averse but still hungry players could be fed."

"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."

"IN SEPTEMBER ’86, in the opulent Revlon offices where he and “the Drexels” had arrived as hated interlopers and dropped ashes on Bergerac’s Persian rugs, Perelman now seemed at home. He and Drapkin had liked calling attention to Bergerac’s excesses, particularly the Boeing 727 outfitted with a gun rack for his safaris, and the Revlon offices in Paris which Perelman described as a “castle.” Now the company leased its corporate jet from a Perelman aircraft-leasing company. And now that the “castle” was his Paris headquarters, Perelman had decided not to sell it, after all. He was having the New York offices redecorated. And James, Bergerac’s butler, was now serving Perelman."

"Asked when he conceived of the megaleap he made with Revlon, Perelman replied that it was “a process of bites.” No, he did not have this trajectory in mind when he started out in 1978 to buy the jewelry company, Cohen-Hatfield. “Go back to 1978: even if we’d defined it, we couldn’t have funded it,” said Perelman, who refers to himself in the first person plural. “This could not have been done without Drexel.”"

"The deal closed in mid-November, and within two weeks there were reports that Revlon was going to sell its Norcliff Thayer health products and Reheis special chemical businesses to the Beecham Group of Britain for about $400 million, and its ethical-drug division to Rorer for over $600 million. Both deals were announced by the first week of December. Some onlookers were puzzled by the speed with which the Rorer deal, particularly, was done, and by the absence of an auction. Howard Gittis, however, explained, “They had an exclusive. Well, almost an exclusive. We said, ‘If we get the company, and you commit to us now, then we won’t shop the deal.’ ” This agreement should arguably have been disclosed in SEC filings if it was indeed made during the course of the deal. When later asked to comment, Gittis denied that anyone had been given an exclusive. “At that point [in December], the money was just sitting there in the bank, but they couldn’t call [buy back] the bonds for six months,” this buyer said. “So it was completely safe now, good for the S&Ls, and Milken wanted the bonds back.” That suited him, he added, because he wanted to get his money out. And he was eager to be a team player so that Milken would come back to him in the next deal. This is the same kind of movement of the bonds—out of the hands of a high-rolling buyer into those of the more reticent thrifts, insurance companies and pension funds—that took place in Triangle-National Can. Here the high-risk, private buyers were freed to go on to the next megadeal, which in December was GAF-Union Carbide; while the more risk-averse but still hungry players could be fed."

"IN SEPTEMBER ’86, in the opulent Revlon offices where he and “the Drexels” had arrived as hated interlopers and dropped ashes on Bergerac’s Persian rugs, Perelman now seemed at home. He and Drapkin had liked calling attention to Bergerac’s excesses, particularly the Boeing 727 outfitted with a gun rack for his safaris, and the Revlon offices in Paris which Perelman described as a “castle.” Now the company leased its corporate jet from a Perelman aircraft-leasing company. And now that the “castle” was his Paris headquarters, Perelman had decided not to sell it, after all. He was having the New York offices redecorated. And James, Bergerac’s butler, was now serving Perelman."

"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."

"Asked when he conceived of the megaleap he made with Revlon, Perelman replied that it was “a process of bites.” No, he did not have this trajectory in mind when he started out in 1978 to buy the jewelry company, Cohen-Hatfield. “Go back to 1978: even if we’d defined it, we couldn’t have funded it,” said Perelman, who refers to himself in the first person plural. “This could not have been done without Drexel.”"

"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."