Beatrice Cos. Inc., the consumer products company with well-known products including Tropicana Orange Juice and Avis Rent-A-Cars, said last night its board of directors has approved a revised $6.2 billion takeover bid from Kohlberg Kravis Roberts & Co.
The giant Chicago-based company said it has agreed to sell to KKR for $40 a share in cash and $10 a share in a new issue of preferred stock. The acquisition of Beatrice would be the largest leveraged buyout in history. KKR said it is "extremely confident" it has the necessary financing commitments in place to complete the transaction.
Beatrice originally had agreed to be acquired for $43 a share in cash and $7 in preferred stock, but KKR lowered the cash component of its offer after examining the company's books.
Regarding the merger, Beatrice also said it has agreed to lower the special "golden parachute" payments to top executives and special bonuses to other officers. These payments were the target of shareholder lawsuits that are being settled in connection with the new KKR proposal. The company also said that if it is presented with an alternative offer that is "economically superior" to the KKR proposal, Beatrice has the right to terminate the deal with KKR and accept the new proposal.
KKR said that if its acquisition of Beatrice is not completed by April 30, it has the right to withdraw its offer. Beatrice said that it expects to hold a shareholders' meeting to vote on the KKR proposal in late March or early April.
KKR is the leading investment firm specializing in leveraged buyouts. In a leveraged buyout, a company is acquired with mostly borrowed money, and the debt is repaid through asset sales and future earnings.
KKR has said that Donald Kelly, the former chairman of Esmark, will become the new chairman of Beatrice after the acquisition is completed. When Beatrice acquired Esmark, Kelly and other top Esmark executives lost their jobs. However, Kelly is expected to bring his Esmark team back to operate Beatrice.
The new issue of preferred stock that KKR is offering to Beatrice shareholders is designed to yield 15 1/4 percent. During the first six years, KKR has the option to pay the dividend on the preferred stock either in cash or in additional preferred shares.
KKR said it has agreed to give up a special option that it had to purchase certain Beatrice businesses in the event that someone else makes a takeover bid for Beatrice. The legality of "lock-up options," such as the one that KKR has agreed to give up, has been questioned in recent court decisions in Delaware and New York.
KKR also said it has agreed to reduce the "break-up fee" it will receive in the event Beatrice is acquired by someone else from $1 per Beatrice share to 15 cents per share. Even though it is in the midst of a takeover, Beatrice said it will pay its regular quarterly cash dividend of 45 cents a share next month.