In the beginning, we took nearly all of our returns in residuals, and we charged very little in fees. Eventually, the residual equity turned to cash, and then we’d reinvest it in the business. Consequently, we never had any money. Never. We were asset rich and cash poor. We operated the company on a shoestring. One year, we sold the last piece of an asset, got a windfall of $30,000, and promptly bought a stereo system for the office.
Like many other going-private LBOs, our deal involved significant leverage. But ours had one big difference. If we succeeded in growing Tribune, many people would benefit, including, first and foremost, the employees. The ESOP would enable employees to participate in the upside. The majority of any increase in the value of the company’s stock would accrue to the ESOP and ultimately to employees through their ESOP accounts. So employees would be highly motivated to succeed. That sounded great to me. Everyone would have skin in the game. Including me. It would be the single largest personal investment in my career.
I realized that the basics of business are straightforward. It’s largely about risk. If you’ve got a big downside and a small upside, run the other way. If you’ve got a big upside and a small downside, do the deal. Always make sure you’re getting paid for the risk you take, and never risk what you cannot afford to lose. Keep it simple.
Around the same time, Congress passed the Economic Recovery Tax Act. Among other things, it extended the life of net operating loss carry-forwards (NOLs) from seven to fifteen years. NOLs allow companies to offset their current year’s taxable income with past losses, thereby reducing current tax liability. The goal of the act was to help struggling companies recover and to enable their shareholders to benefit from the prior losses. We took a look at all of the public companies with large NOLs and found something surprising. These companies had virtually no change in share price as a result of the new legislation. The market was overlooking the significant value added through the extended life of NOLs. That presented us with an enormous opportunity to gain control of those NOLs and create holding companies for businesses whose profits would be shielded. If a company was trading at $3 a share for a total enterprise value of $45 million and it had $350 million in NOLs, we knew we could create profits that were sheltered and convert those NOLs (which were valued at $0) to roughly $100 million of cash, or 25 cents on the dollar over time. And that’s just what we did.
The opportunity was in the fact that maritime law, in the form of the Jones Act, prevents foreign-built or foreign-flagged ships from conducting coastal trade in the U.S. In the case of tourism, foreign vessels have to either drop off or pick up passengers from a non-U.S. port, certainly not convenient for interisland vacationing in Hawaii.
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In emerging markets, a big clue to national stability is whether a country is on the verge of investment-grade rating. Early on, I came to the conclusion there’s no other time in the life of any country when it’s more disciplined and more transparent than when it’s a year or two away from reaching investment-grade status.
Many large private equity firms were interested in acquiring such strong brands — which is why I initially bowed out. A bidding war virtually guaranteed a higher sales price, so even if I won, I wouldn’t get paid well enough to invest my time and best talent in the company. I don’t like auctions, unless of course I’m running them.
I put up virtually no capital, just a limited guarantee that I’d feed the deficit of the loan if necessary to keep it current over a three-year period, which was how long I thought it would take for the market’s supply/demand equilibrium to return. It worked because the lenders’ only alternative was to take back the assets, which meant taking over management — something they did not want to do. They had no structure in place to manage all those buildings. We did. We were ready. There was so much supply and opportunity we branched out from apartments into retail and office buildings. Between 1974 and 1977, we bought roughly $4 billion in assets with $1 down and a hope certificate.
Zeckendorf’s autobiography was packed with colorful stories, but what fascinated me most was his strategy. Zeckendorf viewed assets as a sum of parts, so he could increase the value of the whole. Various parts were more valuable to different buyers, so Zeckendorf could maximize the value of his holding overall, in effect making 1 + 1 = 3. For example, One Park Avenue in Manhattan, which the marketplace had valued at $10 million, was ultimately worth $15 million in Zeckendorf’s hands. He calculated everything separately — the building’s title, the land, the leases, the individual mortgages. I thought this was brilliant. I adopted the approach both inside and, later, outside of the real estate industry.
Attracting investors is as much art as science. To gain an advantage, I get creative. These guys see ten presentations a day. They are inundated with seemingly great companies to invest in. To them, I am just another face in the succession. I have just forty-five minutes to make a pitch, answer questions, and leave an impression, so I create custom T-shirts to help seal the deals. I gained a reputation for doing IPO road show T-shirts with memorable, often tongue-in-cheek, spins. They are the calling cards of our sponsorship. And while I didn’t do the road show for Vigoro, I did commemorate the deal with green T-shirts that read: “People Shoot It, Spread It, Sling It, Step in It and Let It Happen . . . We Make Money with It.