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Barbarians at the Gate : The Fall of RJR Nabisco

Barbarians at the Gate : The Fall of RJR Nabisco

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Rating: 5 stars
Summary: Reads Like a Novel, Lots of Detail
Review: "Barbarians at the Gate" is a very easy, fun read. It is purposefully written alot like a novel. For one thing, the book shifts frequently between different times and places. For instance, the prologue details the board meeting where CEO Ross Johnson proposes a Leveraged Buy Out (LBO) for the first time. The start of chapter 7, page 184, then picks up from there chronologically, "Johnson rose early the next morning, the memory of Wednesday night's board meeting still fresh in his mind" (pg 184). Also like a novel, the authors give a tremendous amount of background and personal history on the people and companies involved in the deal. There is history about Ross Johnson's personal history, about his time at Standard Brands and Nabisco before the merger with RJR, and then about RJR the company, dating back to the 1800s. There is also a chapter that goes into some detail about KKR and Henry Kravis. All of the information was interesting and well written, though I felt at times like I just wanted to get back to the main plot and away from some of these tangenital details. It was a choice the authors made between making the book more journalistic and conise or more like a novel, and I guess I ended up liking their choice.
The heart of the book is the bidding battle for RJR between KKR and the Shearson Lehman Group (which had Johnson on their side); First Boston also makes a bid but I don't think their bid was ever seriously, seriously considered. The authors describe an LBO as follows, "A firm such as Kohlberg Kravis, working with a company's management, buys the company using money raised from BANKS and the PUBLIC SALE OF SECURITIES; the DEBT IS PAID DOWN WITH CASH FROM THE COMPANY'S OPERATIONS and, often, by SELLING PIECES OF THE BUSINESS" (pg 101). So that is how KKR and the LBOs work. The book takes you through the day by day strategy sessions of the different groups, their attempts to raise financing (equity from private investors, junk bonds issued by the investment banks, and commercial bank loans), their responses to moves from the other side, the meetings of the Special Comittee which would decide which bid to accept, etc.... There are alot of late nights, alot of re-crunching the numbers, alot of personality clashes, lawyers, investment bankers, and more. The writing was so good that it made me feel like I was there, following the deal step by step, and gaining an understanding of what the various parties do and what goes on in an LBO. It was like reading a story and learning about LBOs and how big deals get made at the same time. Very rewarding. I usually don't like books to be this long (515 pgs) but in this case I think almost every pages was worth it.
Greg Feirman

Rating: 5 stars
Summary: Outstanding recount of corporate ego fight
Review: Even as times change, the way business is conducted does not. Business dealings at the highest levels are still usually about fame and egos rather than what is good business sense. It is within this context that the outstanding Barbarian at the Gates, by Bryan Burrough and John Helyar, has been written. This fascinating and detailed account, by the Wall Street Journal reporters who initially reported the case, gives insight into corporate power struggles to buy RJR Nabisco back in the late 1980's.

More specifically, the story involves Rob Johnson, the then CEO of RJR Nabisco and how some investment bankers corral him into a highly risky, yet immensely lucrative MBO. The story unfolds with great suspense (and wit) as the process of the MBO occurs. The writers have taken arcane financial terms and made them easy for any reader to understand so an MBO (management buy-out) is not understood only by an MBA.

But much more powerfully, the writers have given the characters great depth as the reader really can envision who these players are. When Kravis is sitting at the table, the writers clearly describe who has the power and who doesn't. You get the sense that you are right in the middle of the action. Barbarians at the Gate is an entertaining and informative tale about Corporate America.

You will not be disappointed with this read.

Rating: 4 stars
Summary: Okay, Okay, But Why Is The Book Great?
Review: To start explaining this book you must understand that the book has been written by two investigative reporters, so it reads like a well written novel. In fact with some of these books you must remind yourself that it is not fiction.

The other thing is that the authors emphasize the people and what they think, their motivations, their egos and their vulnerabilities. It is not a financial book. It is more of a novel. When you combine the writing plus with the emphasis on the people you get a best seller - as we have.

Here is the situation. The CEO's of some of these corporations get greedy and decide that making millions per year and having a fleet of their own jets - is not enough. They want to borrow money and buy the whole company. That is what we had here. The CEO Ross Johnson proposes a leveraged buy out (LBO) of RJR-Nabisco, which had previously merged. His idea is to borrow money and buy all the stock. So it is really a story about Ross Johnson and whether or not he could pull of this (theft) purchase from the shareholders by borrowing enough money. He is abetted by bankers and investment people, and they all want a piece of the action and large fees. It is all quite fascinating stuff.

But he hits a snag. The prize is too big and draws other people into the fray.

Like sharks smelling blood in the water he attracts KKR runs by Henry Kravis - a New York based LBO company. It decides it wants to get involved. The book takes us like a suspense novel through various negotiations and heavy duty meetings in Manhattan until it is finally settled. It makes for a fascinating read.

Recently I read another book that I thought was quite different but just excellent. Ross Johnson in the present book RJR-Nabisco was the CEO of a large public company and he became such by working his way up through the ranks. To me a more fascinating book is Losing my Virginity by Richard Branson also at Amazon.com. Branson starts his career by himself selling a magazine as a teenager, starts Virgin Records, takes on and beats back British Airways with Virgin Airways, and does it all with a flair for the dramatic - and often he owns the companies.

Jack in Toronto

Rating: 5 stars
Summary: Entertaining Book about Business! Remarkable
Review: I read this book several years ago after watching the movie based on the book. At that time, it was a hard book to find (This was before Amazon)but well worth the search.

This book is rather complicated and at times the characters are hard to keep separate. Actually, if you read it twice it is much easlier to follow.

The book presents a detailed narrative of the takeover fight between Ross Johnson, CEO of RJR Nabisco, and KKR, the firm that perfected LBO's. The reasons, stupid mistakes and misconceptions made by the combatants make the story interesting.

A casual reader might watch the movie before reading this book to acquaint themselves with the storyline and characters.

The book does leave the reader wanting to know what happened to Ross Johnson. He seems to have dropped out of sight and that does seems out of character for him.

Perhaps, the authors' might consider a sequel to update the plight of RJR, KKR, Johnson and Henry Kravis.

Rating: 5 stars
Summary: Barbarians Brings Wall St. To Life
Review: Why read fiction when all that you have to do is open the Wall St. Journal? Barbarians at the Gate gives the reader insight into the behind the scenes details that go into a major corporate transaction. Laymen, don't be swayed!!! This work of non-fiction reads like a Grisham or Turow novel. Deals are cut, backs are stabbed, and a lot a money changes hands. Just another day at the office for players in this arena. Having become a mergers & acquisitions advisor subsequent to reading this book, I have come to realize how true to life it actually is. Heylar and Burroughs do an excellent job of explaining the complexities of a buyout without inundating the reader with boring (trust me...boring) details. This book is a must read for people interested in a good story, as well as people interested in life on the Street.

Rating: 5 stars
Summary: A Classic Tale of Wall Street and Greed
Review: This book became the basis for a paper I wrote in school and by the time I finished the book and the paper, I was actually surprised by my conclusions.

Leveraged Buy Outs (LBO) and Management Buy Outs (MBO) were all the rage in the eighties, and this book chronicles what is good about them as well as what is bad. In the general public's opinion, the bad far outweighs the good, but from a maangement standpoint, they can be a good idea.

The leveraged buyout of the RJR Nabisco Corporation for $25 billion, recounted in this book, is a landmark in American business history. Ross Johnson, CEO of RJR Nabisco, is is just one of the colorful cast of characters involved in the midst of this book, as he sets in motion whagt would become the basis for the events chronicled in "Barbarians."

Should be required reading for all business students and busienss leaders.

Rating: 5 stars
Summary: fascinating account of the 1980s merger mania
Review: It reads like a thriller. Once I started reading it, I couldn't put it down. It is the story of the RJR Nabisco buyout through the eyes of two journalists and it shows that a real world story can be just as dramatic as fiction. This book is one of the most important documentaries of the 1980s.

Rating: 5 stars
Summary: Excellent Book!
Review: Inside the high stakes world of high finance, this book superbly portrays the happenings the events that led to the rise and eventual fall of two great American companies, RJR and Nabisco. Along the way, these companies inturn merger with other companies resulting in the cash spinning behemoth that became the prey of many corp finance predators of Wall St.

Both the authors excel at investgative journalism, wherein lies the beauty of this book. What you get from this book is a lucidly writen cases on a multitude of things. The making of the brand RJR Nabisco, from the turn of 20th to 21st century. The rise of the unstoppable buyout machine, KKR, the rise and fall of the leverage buyout (LBO) industry and the rise and fall of one man who spearheaded most of the fall of RJR Nabisco, Ross F Johnson. You end up learning more about many things that you thought were possible and the best part is, the narration style. Its like watching a good Hollywood movie, a fast paced thriller. So once you start the book you never want to put it down. And when you finish reading, you are left with a feeling of wanting more.

Rating: 4 stars
Summary: Huns on the Run
Review: Burrough and Helyar are two former Wall Street Journal reporters who present a comprehensive telling of the battle for control of RJR Nabisco, ultimately won by KKR, led by Henry Kravis in 1988. The book was written in 1990 and provided the final chapter on the LBO excesses of the 1980's. By 1990, the stock market rally had made LBO's less attractive and some of the earlier deals were already starting to unravel and collapse under the weight of the debt payments, as predicted by long-time junk bond critic and rival RJR Nabisco bidder Ted Forstmann.

There are some criticisms of this book. The authors, despite their finanical backgrounds, seem to prefer story-telling to financial details. Hence, they have written a tale of personalities, with an especial interest in Ross Johnson and Henry Kravis, to the detriment of really explaining the financial and business details. The reader can learn intricate details about Johnson and the Wall Streeters preferences in cars, apartments, drinks, wives, schoos, etc. The authors seem to think we need a biographic account of all minor players, starting with their grade-school years, and the end result is 528 pages and still minimal financial explanation.

The other main criticism here, reading this now, is how dated the material has become. The authors would do well to provide some new material on how the deal has worked out. From other sources, I learned that KKR renegotiated the deal in the early 1990's (the resets were nearly toxic after all) and sold out their position entirely in 1995, more or less breaking even, depending on whose numbers you use.

The story of the final bids and the final final bids is truly riveting and meticulously researched here. The Johnson group ultimately presents a bid that is slightly higher than the KKR bid, but the board discounts the Johnson bid since it does not guarantee the bond pricing, and calls the whole thing a tie, much like the 2000 election. At that point, the Board accepts the KKR bid, for non-economic reasons, mostly bad publicity related to Johnson's greed. Ironically, Johnson had already given up much of his payout in order to boost the total value of the bid to the shareholders.

Rating: 5 stars
Summary: Excellent read.
Review: Few business books have the entertainment, but at the same time, business education, value of this book. A definite must-read.


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