Beatrice Cos. Inc., the Chicago-based consumer-products giant that markets products ranging from Max Factor cosmetics to Tropicana orange juice, said yesterday it has agreed to be acquired by an investor group led by Kohlberg Kravis Roberts & Co. in a $6 billion deal that would be the largest leveraged buyout ever.
KKR, the New York investment firm specializing in leveraged buy outs, agreed to pay $50 a share for Beatrice, consisting of $43 a share in cash and $7 a share in preferred stock.
Since KKR first offered $45 a share for Beatrice last month, the only competing takeover bid was a joint proposal from Landover Md.-based Dart Group Corp. and E. F. Hutton.
Dart and Hutton submitted a letter to Beatrice on Monday offering $48 a share in cash for Beatrice. Sources said Beatrice selected KKR's $50-a-share offer over the Dart-Hutton bid because it was worth $2 a share more and because Beatrice had more confidence in KKR's ability to arrange financing.
Sources said Hutton and Dart are studying the situation and could make another bid.
A key member of KKR's investor group is former Esmark Inc. chairman Donald P. Kelly, who would be named chairman of Beatrice. Kelly, who left Esmark last year after the company was acquired for $2.7 billion by Beatrice, said several former Esmark officials would be named to high-level management positions at Beatrice.
"We think we have put a top price on Beatrice, and we are hoping we will end up with it," KKR's Henry Kravis said yesterday. "We want to grow the company and build it up. It is not our intention to dismember the company or have any mass firing of employes. Donald Kelly is going to be chief executive and have total responsibility for running this company. He will work closely with our people at KKR."
Kravis said his firm has about $2 billion of capital to invest in buy outs and "a lot more where that came from." He said the Beatrice deal would not hurt KKR's ability to finance other large buy outs. KKR's largest previous leveraged buy out was Storer Communications Corp., a deal worth about $2.5 billion, Kravis said.
In this leveraged buy out, Beatrice would be acquired mostly with borrowed money, and some members of Beatrice management will be invited to join KKR's group as investors. KKR plans to repay the borrowed money over time using a combination of cash generated by Beatrice's operations and the sale of some Beatrice assets.
In addition to the more than $6 billion that KKR has agreed to pay for Beatrice, Kravis said the firm also will assume about $2 billion in Beatrice debt.
KKR also will honor "golden parachutes" and other special severance agreements for Beatrice executives who leave the company. One source said 56 Beatrice officers have three-year contracts that must be honored.
"I have kind of an ambivalent feeling," Kelly jokingly said yesterday, when asked about his new assignment at Beatrice. "Now I've got to go back and prove I'm capable of working. I'm thrilled by it. I look forward to being associated with KKR."
Kelly has a reputation as an aggressive manager who loves to buy and sell subsidiaries, which he did at Esmark. Will he repeat this aggressive asset management at Beatrice?
"This is not Esmark revisited, this is Beatrice, and we are going to make it a successful growing company," Kelly said. "Three to five years from now there will be a big Beatrice in Chicago, just as there is now. I hope it is bigger and more profitable."
Beatrice said it anticipates the merger with a company formed by KKR will be completed by Feb. 28. In order to discourage competing bids in the interim, Beatrice granted KKR a lockup option to buy certain Beatrice assets, including the Tropicana subsidiary, for $2.4 billion.
Kravis said the options do not grant KKR the right to buy Beatrice assets for less than their fair market value. The Delaware Supreme Court recently ruled that the use of lockup options in some takeover battles is illegal and not in the best interest of shareholders. However, the Delaware rule applied to a case where options had been granted to buy assets below their fair market value.
Beatrice, which had sales of $12.6 billion and net income of $479 million in the year ended Feb. 28, has been the target of takeover speculation since its board of directors ousted former chairman James. L. Dutt in August. The company has blue-chip brand names, including Hunt's, Wesson, Max Factor, Danskin, Swift, Butterball, Playtex and La Choy. Beatrice stock closed yesterday at 46 1/4, up 3/4.