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DEALS OF THE YEAR In frenzied 1985, record sums changed hands in the biggest U.S. corporate marriages and securities offerings. Food companies with well-established brand names were among the prime takeover targets.
(FORTUNE Magazine) – Food companies, dominating the 1985 merger menu, were gobbled up in three of the top ten deals. ''Companies wanted brands with a good position on the supermarket shelf,'' says Roger Miller, a managing director in Salomon Brothers' merger and acquisition department. ''They concluded it was cheaper to get them by buying another whole company.'' Several drug and cosmetic companies also got picked off in the brand-name fever. While no deal matched 1984's Chevron-Gulf merger, valued at a record $13.2 billion, 1985 saw twice as many deals above $2 billion. Other superlatives: the biggest-ever non-oil merger (Philip Morris-General Foods, deal No. 2); a record breaker among leveraged buyouts, which are financed mainly with debt paid off from the acquired company's cash flow or the sale of its assets (Storer Communications, No. 12); and the two largest initial public offerings, Fireman's Fund (No. 41) and Rockefeller Center Properties (No. 47). Both offerings topped the record held by a $658-million sale of Ford Motor stock in 1956. Because seven deals at the bottom of the list were tied at a value of $750 million, including the Rockefeller Center issue, the list includes 53 transactions. The easy availability of financing meant that almost anything could happen. Tiny Pantry Pride (fiscal 1985 sales: $345 million) took over $2.4billion-a- year Revlon as the business world gaped (No. 15). But the investment bankers weren't complaining. On the Revlon deal alone they received $24.3 million in fees. For all the deals on FORTUNE's list, investment firms pocketed $588 million, not counting additional millions in commissions for putting together financing to consummate the deals. Morgan Stanley led in dealmakers' fees, garnering at least $82 million from the transactions shown here, followed by First Boston with $72 million. Goldman Sachs was right behind with $71 million. Erecting creative defenses was a big part of the investment firms' work. Among the deals on the list are four stock buybacks aimed at increasing the value of the companies' remaining shares. Oil companies struggling successfully to fend off T. Boone Pickens Jr., chairman of Mesa Petroleum, executed the two most expensive buybacks (Nos. 6 and 7). Four of the companies that went private -- Storer, Levi Strauss (No. 19), Cox Communications (No. 21), and Uniroyal (No. 40) -- also did so largely in fear of an unfriendly takeover. Many companies, in addition to Revlon, wound up in unwanted hands. American Hospital Supply fell to Baxter Travenol (No. 8), American Natural Resources to Coastal (No. 11), and McGraw-Edison to Cooper Industries (No. 27). Sometimes the safest bet was to embrace a white knight, as Richardson-Vicks did when it ! sold out to Procter & Gamble (No. 25) to escape Unilever. High on the deals calendar for early 1986 is U.S. Steel's pending acquisition of Texas Oil & Gas for $3.7 billion. Capital Cities Communications is getting ready to acquire American Broadcasting Cos. for $3.6 billion. Expect another year of records. The leveraged buyout of Beatrice Cos. by Kohlberg Kravis Roberts & Co. will be, at $6.2 billion, the largest in history. General Electric will swallow RCA for $6.3 billion, another new high for non-oil mergers. Will Union Carbide fall to little GAF? Only the big investment banker in the sky knows for sure. CHART: TEXT NOT AVAILABLE |
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